HomeMy WebLinkAbout962162UCC FINANCING STATEMENT
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
A. NAME PHONE OF CONTACT AT FILER (optional]
B. SEND ACKNOWLEDGMENT TO; (Name and Address)
1. DEBTOR'S EXACT FULL LEGAL NAME insertonlyltea name (la orlb do not abbreviate or combine names
1 a. ORGANIZATION'S NAME
Charger Resources, LLC
1 b. INDIVIDUAL'S LAST NAME
MAILING ADDRESS
FIRST NAME
CITY
North Richland Hills
NEEINSTRUCTION6 ADD'I. INFO RE I 1 a. TYPE OF ORGANIZATION 11. JURISDICTION OF ORGANIZATION
ORGANZATION
DEBTOR LLC Delaware
MIDDLE NAME
STATE
TX
POSTAL CODE
76180
1y. ORGANIZATIONAL ID If any
DE 4855270
n
OR
10.
9001 Airport Freeway, Suite 670
1d.
2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME insert only Scat debtor name (2a or 2b) do not abbreviate or combine names
2a. ORGANIZATION'S NAME
2b. INDIVIDUAL'S LAST NAME
MAILING ADDRESS
5EEINSTRUCTIONS
ADDL INFO RE 12e. TYPE OF ORGANIZATION
ORGANIZATION
DEBTOR
FIRST NAME
CITY
21. JURISDICTION OF ORGANIZATION
MIDDLE NAME
STATE
POSTAL CODE
2p. ORGANIZATIONAL ID N any
n
OR
2c.
2d.
L
J
3. SECURED PARTY'S NAME (or NAME of TOTAL ASSIGNEE of ASSIGNOR SIP) Insert only= secured partyname (3a or 3b)
RECEIVED 12/1/2011 at 2:56 PM
RECEIVING 962162
BOOK: 777 PAGE: 189
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
THE ABOVE SPACE IS FOR PILING OFFICE USE ONLY
SUFFIX
COUNTRY
U.S.A.
SUFFIX
COUNTRY
3a. ORGANIZATION'S NAME
Wells Fargo Bank, N.A., as Administrative Agent
3b. INDIVIDUAL'S LAST NAME
MAILING ADDRESS
5 Ross Avenue, Suite 4500, MAC T5303
FIRST NAME
CITY
Dallas
MIDDLE NAME
STATE
TX
POSTAL CODE
75202
OR
30.
14
SUFFIX
COUNTRY
U.S.A.
4. This FINANCING STATEMENT covers the lollowinp collateral;
All of the collateral set forth on Schedule I (and Exhibit A to Schedule I) attached hereto and incorporated by reference
herein.
All Debtors
Debtor 1
8, ALTERNATIVE DESIGNATION IN tip 'cable LESSEE/LESSOR CONSIONEEJCONSIGNOR
8, OPTIONAL FILER REFERENCE DATA
File in Lincoln County, Wyoming
FILING OFFICE COPY UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02)
BAILEE/BAILOR
SELLER/BUYER
AG. LIEN
00189
NONE
NONE
NON -UCC FILING
Debtor 2
OR
118, ORGANIZATION'S NAME
11b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
11c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
11d. BEE INSTRUC11ONS
ADDt INFO RE 111e. TYPE OF ORGANIZATION
ORGANIZATION
DEBTOR. I
111. JURISDICTION OF ORGANIZATION
11g. ORGANIZATIONAL ID u any
n NONE
12.1
OR
ADDITIONAL SECURED PARTY'S of n ASSIGNOR S /P'S NAME Insert only =name (12aor 12b)
128. ORGANIZATION'S NAME
12b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
12o. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
13, Thla FINANCING STATEMENT (rovers I timber to be cut or
collateral, or is filed as a 4 fixture Sling.
14. Description of real estate:
See Exhibit A attached to Schedule I attached
and incorporated by reference herein.
15. Name and address of a RECORD OWNER of above described real
(If Debtor does not have 8 record Inleresl):.
as- extracted
hereto
estate
16. Additional collateral description:
17. Check pyy If applicable and check nay one box.
Debtor Is a nT n ut or n Trustee acting with respect to property held In Ws! or Decedent's Estate
18. Check galyH applicable and ched( only one box.
Debtor Is a. TRIW5MITTINt UT1LFrY
Filed In connection with Manufact(red -Home Transaction
Filed In connection wlth Public-Finance Transaction
OR
10. MISCELLANEOUS:
UCC FINANCING STATEMENT ADDENDUM
9a. ORGANIZATION'S NAME
Charger Resources, LLC
9b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME,SUFFIX
FOLLOW INSTRUCTIONS (front and back) CAREFULLY
9. NAME OF FIRST DEBTOR (1a or 1 b) ON RELATED FINANCING STATEMENT
11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME Inert only gall name (118 or 11 b) do not abbreviate or combine names
00190
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
International Association of Commercial Administrators (IACA)
FILING OFFICE COPY UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/21/09)
OR
11e: ORGANIZATION'S NAME
11b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
11o. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
11d. DEE INSTRUCTIONS
ADM INFO RE 111e. TYPE OF ORGANIZATION
ORGANIZATION
DEBTOR 1 J
111. JURISDICTION OF ORGANIZATION
11g. ORGANIZATIONAL 10 S; it any
n
I (NONE
12.
OR
1 ADDITIONAL SECURED PARTY'S pt n ASSIGNOR S /P'S NAME Inaed only one name (12e or 12b)
12a. ORGANIZATION'S NAME
12b. INDIVIDUAL'S LAST NAME
FIRST NAME
MIDDLE NAME
SUFFIX
12c. MAILING ADDRESS
CITY
STATE
POSTAL CODE
COUNTRY
13. This FINANCING STATEMENT covers. Umber to be cut or
collateral, or Is filed as a a fixture filing.
14. Description of real estate:
See Exhibit A attached to Schedule 1 attached
and incorporated by reference herein.
15. Name end address of a RECORD OWNER of above- descv1bed
(if Debtor does not have a record Interest):
15 as-extracted
hereto
real estate
18. Additional collateral description:
17, Check only if applicable and check slaty one box.
Debtor is a n Trust or j Trustee acting with rasped to property held in trust or Decedent's Estate
18. Check gdy If applicable and check only one box.
Debtor Is a TRANSMITTING UTILITY
Fled In connection with a Manufactured -Home Transaction
Fled In connection with a PublloFlnance Transaction
UCC FINANCING STATEMENT ADDENDUM
90. ORGANIZATION'S NAME
Charger Resources, LLC
fib. INDIVIDUAL'S LAST NAME
MISCELLANEOUS:
FIRST NAME
MIDDLE NAME.SUFFIX
FOLLOW INSTRUCTIONS (front and back). CAREFULLY.
9. NAME OF FIRST DEBTOR (1.a or 1b) ON RELATED FINANCING STATEMENT
OR
10.
11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME -insert only tux name (1 t a or 1 t b) do not abbreviate or combine names
FILING OFFICE COPY UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/21/09)
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
00191
IntemeUonal Aaaocl of Commercial Administrators
DEBTOR:
SECURED PARTY:
95328314.1
SCHEDULE
TO
UCC -1 FINANCING STATEMENT
Charger Resources, LLC
9001 Airport Freeway, Suite 670
North Richland Hills, Texas 76180
Wells Fargo Bank, N.A., as Administrative Agent
1445 Ross Avenue, Suite 4500
MAC T5303 -452
Dallas, Texas 75202
Debtor hereby grants to Secured Party a security interest in the entire interest of' Debtor (whether now
owned or hereafter acquired by operation of law or otherwise) in and to:
(a) all "as- extracted collateral including, but not limited to, all oil, gas, other hydrocarbons and other
minerals produced from or allocated to the Mortgaged Properties, and any products processed or obtained therefrom
(herein collectively called the "Production together with all proceeds of Production (regardless of whether
Production to which such proceeds relate occurred on or before or after the date hereof), and together with all liens
and security interests securing payment of the proceeds of the Production, including, but not limited to, those liens
and security interests provided for under (i) statutes enacted in the jurisdictions in which the Mortgaged Properties
are located or (ii) statutes made applicable to the Mortgaged Properties under federal law (or some combination of
federal and state law);
(b) without limitation of any other provisions herein, all payments received in lieu of production from
the Mortgaged Properties (regardless of whether such accrued, and/or the events which gave rise to such
payments occurred, on or before or after the date hereof), including, without limitation, "take or pay" payments and
similar payments, payments received in settlement of or pursuant to a judgment rendered with respect to take or pay
or similar obligations or other obligations under a production sales contract, payments received in buyout or
buydown or other settlement of' a production sales contract, and payments received under a gas balancing or similar
agreement as a result of (or received otherwise in settlement of or pursuant to judgment rendered with respect to)
rights held by Debtor as a result of Debtor (and/or its predecessors in title) taking or having taken less gas from
lands covered by a Mortgaged Property (or lands pooled or unitized therewith) than their ownership of' such
Mortgaged Property would entitle them to receive (the payments described in this clause (b) being herein called
"Payments in Lieu of Production
(c) all equipment, inventory, improvements, fixtures, accessions, goods and other personal property
or movable property of whatever nature now or hereafter located on or used or held for use in connection with the
Mortgaged Properties (or in connection with the operation, thereof or the treating, handling, storing, processing;
transporting or marketing of Production), and all licenses and permits of whatever nature now or hereafter used or
held for use in connection with the Mortgaged Properties (or in connection with the operation thereof or the treating,
handling, storing, processing, transporting or marketing of Production), and all renewals or replacements of the
foregoing or substitutions for the foregoing;
(d) all contract rights, choses in action (i,e., rights to enforce contracts or to bring claims thereunder)
and other general intangibles (regardless of whether the same arose, or the events which gave rise to the same
occurred, on or before or after the date hereof) related to the Mortgaged Properties, the operation thereof (whether
Debtor is operator or non operator), or the treating, handling, storing, processing, transporting or marketing of
Production (including, without limitation; any of the same relating to payment of proceeds of Production or to
payment of amounts which could constitute Payments in Lieu of Production);
00192
(e) without limitation of the generality of the foregoing, any rights and interests of Debtor under any
present or future Swap Agreements (as defined in the Credit Agreement) now existing or hereafter entered into by or
on behalf of Debtor;
(f) all geological, geophysical, engineering, accounting, title, legal and other technical or business
data concerning the Mortgaged Properties, the Production or any other item of Property (as hereinafter defined) in
which Debtor now or hereafter has ownership rights or rights to use to the extent of such rights or in which Debtor
can otherwise grant a security interest, and all books, files, records, magnetic media and other forms of recording or
obtaining access to such data;
(g) all money, documents, instruments, chattel paper, securities, accounts or general intangibles
arising from or by virtue of any transaction (regardless of whether such transaction occurred on or before or after the
date hereof) related to the Mortgaged Properties, the Production or any other item of Property;
(h) without limitation of or by any of the forgoing, all rights, titles and interests now owned or
hereafter acquired by Debtor in any and all goods, inventory, equipment, as- extracted collateral, documents, money,
instruments, intellectual property, certificated securities, uncertificated securities, investment property, letters of
credit, rights to proceeds of written letters of credit and other letter -of- credit rights, commercial tort claims, deposit
accounts, payment intangibles, general intangibles, contract rights, chattel paper (including, without limitation,
electronic chattel paper and tangible chattel paper), rights to payment evidenced by chattel paper, software,
supporting obligations and accounts, wherever located, and all rights and privileges with respect thereto (all of the
properties, rights and interests described in clauses (a), (b), (c), (d), (e), (f) and (g) above and this clause (h) being
herein sometimes collectively called the "Collateral and
(i) all proceeds of the Collateral, whether such proceeds or payments are goods, money, documents,
instruments, chattel paper, securities, accounts, general intangibles, fixtures, real/immovable property, personal/
movable property or other assets (the Mortgaged Properties, the Collateral and the proceeds of the Collateral being
herein sometimes collectively called the "Property
Except as otherwise expressly provided in this Financing Statements, all terms in this Financing Statement relating
to the Collateral and the grant of the foregoing security interest which are defined in the applicable Uniform
Commercial Code (the "UCC shall have the meanings assigned to them in Article 9 (or, absent definition in
Article 9, in any other Article) of the UCC, as those meanings may be amended, revised or replaced from time to
time. Notwithstanding the foregoing, the parties intend that the terms used herein which are defined in the UCC
have, at all times, the broadest and most inclusive meanings possible. Accordingly, if the UCC shall in the future be
amended or held by a court to define any term used herein more broadly or inclusively than the UCC in effect on the
date of this in this Financing Statement, then such term, as used herein, shall be given such broadened meaning. If
the UCC shall in the future be amended or held by a court to define any term used herein more narrowly, or less
inclusively, than the UCC in effect on the date of this in this Financing Statement, such amendment or holding shall
be disregarded in defining terms used in this in this Financing Statement.
As used herein, the following capitalized terms shall have the meaning set forth below:
"Credit Agreement" shall mean that certain Credit Agreement dated as of November 30, 2011, among
Debtor, as Borrower, the lenders party thereto, and Secured Party, as Administrative Agent, as amended, restated,
amended and restated, supplemented or otherwise modified and in effect from time to time.
"Mortgaged Properties" shall mean:
(a) The oil, gas and/or other mineral properties which are described in Exhibit A attached hereto and
made a part hereof;
(b) Without limitation of the foregoing, all other right, title and interest of Debtor of whatever kind or
character (whether now owned or hereafter acquired by operation of law or otherwise) in and to (i) the lands
described or referred to in Exhibit A (or described in any of the instruments described or referred to in Exhibit A),
95328314.1
00193
without regard to any limitations as to specific lands or depths that may be set forth in Exhibit A hereto or in any of
the leases or other agreements described in Exhibit A hereto and (ii) the oil, gas and/or mineral leases or other
instruments and agreements described in Exhibit A hereto, or which cover or pertain to the lands described or
referred to in Exhibit A, even if such leases or other instruments and agreements are not described on Exhibit A,
together with all renewals, extensions, substitutions, ratifications, supplements and replacements thereto;
(c) All of Debtor's interest (whether now owned or hereafter acquired by operation of law or
otherwise) in and to all presently existing and hereafter created oil, gas and/or mineral unitization, pooling and/or
communitization agreements, declarations and/orr orders, and in and to the properties, rights and interests covered
and the units created thereby. (including, without limitation, units formed under orders, rules, regulations or other
official acts of any federal, state or other authority having jurisdiction), which cover, affect or otherwise relate to the
properties, rights and interests described in clause (a) or (b) above;
(d) All of Debtor's interest in and rights under whether now owned or hereafter acquired by operation
of law or otherwise) all presently existing and hereafter created operating agreements, equipment leases, production
sales contracts, processing agreements, transportation agreements, gas balancing agreements, farmout and/or farm -in
agreements, salt water disposal agreements, area of mutual interest agreements and other contracts and/or
agreements described on Exhibit A or which cover, affect or otherwise relate to the properties, rights and interests
described in clauses (a), (b) or (c) above or to the operation of such properties, rights and interests or to the treating,
handling, storing, processing, transporting or marketing of oil, gas, other hydrocarbons or other minerals produced
from (or allocated to) such properties, rights and interests (including, but not limited to, those contracts listed in
Exhibit A hereto), as the same may be amended or supplemented from time to time;
(e) All of Debtor's interest (whether now owned or hereafter acquired by operation of law or
otherwise) in and to all improvements, fixtures, movable or immovable property and other real and/or personal
property (including, without limitation, all oil and gas wells, including those identified on Exhibit A attached hereto
and made a part hereof, pumping units, wellhead equipment, tanks, pipelines, flow lines, gathering lines,
compressors, dehydration units, separators, meters, buildings, injection facilities, salt water disposal facilities and
power, telephone and telegraph lines), and all easements, servitudes, rights -of -way, surface leases, licenses, permits
and other surface rights, which are now or hereafter used, or held for use, in connection with the properties, rights
and interests described in clauses (a), (b), (c) or (d) above, or in connection with the operation of such properties,
rights and interests, or in connection with the treating, handling, storing, processing, transporting or marketing of oil,
gas, other hydrocarbons, or other minerals produced from (or allocated to) such properties, rights and interests; and
(f) All rights, estates, powers and privileges appurtenant to the foregoing rights, interests and
properties.
The above minerals and the like (including oil and gas) or accounts will be financed at the wellhead of the
wells located on the lands and /or leases described on Exhibit A.
Certain of the above goods are, or are to become fixtures on the lands and/or leases described in Exhibit A.
All references, if any, in Exhibit A to the term "Grantor" or "Mortgagor" shall mean and be construed to
include the term "Debtor
RECORD OWNER: Debtor has an interest of record in the oil and gas leases described on Exhibit A.
95328314,1
00194
95328314.1
EXHIBIT A
Oil; Gas and/or Other Mineral Interests
(See Attached)
00195
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