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Home My WebLink About963759OR la. ORGANIZATION'S NAME Myco Industries, Inc. 1b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX lc, MAILING ADDRESS 423 West Main Street CITY Artesia STATE NM POSTAL CODE 88210 COUNTRY USA 1 d. SEE INSTRUCTIONS ADD'L INFO RE Ile. TYPE OF ORGANIZATION ORGANIZATION DEBTOR I Corporation tf. JURISDICTION OF ORGANIZATION New Mexico lg. ORGANIZATIONAL ID if any NM0598532 n NONE OR 2a. ORGANIZATIONS NAME 2b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 2c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 2d. SEE INSTRUCTIONS ADD'L INFO RE 12e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR I 2f. JURISDICTION OF ORGANIZATION 2g. ORGANIZATIONAL ID if any n NONE OR 3a. ORGANIZATION'S NAME Wells Fargo Bank, N.A., as Administrative Agent 3b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 3c. MAILING ADDRESS 1000 Louisiana Street, 9th Floor CITY Houston STATE TX POSTAL CODE 77002 COUNTRY USA UCC FINANCING STATEMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY 1, DEBTOR'S EXACT FULL LEGAL NAME insert only gpg debtor name 1aor1b )•do not abbreviate orcombinenames 2. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME insert only ma debtor name (2a or 2b) do not abbreviate or combine names 3. SECURED PARTY'S NAME orNAMEofTOTALASSIGNEEofASSIGNORS/ P)- insertonlyEnssecuredpartyname (3aor3b) 4. This FINANCING STATEMENT covers the following collateral: All of the collateral set forth on Schedule I (and Exhibit A to Schedule I) attached hereto and incorporated by reference herein. This FINANCING STATEMENT is to be filed (for record) (or recorded) In the REAL 7. Check to REQ EST SEARCH REPORT(S) on Debtor(s) IL :1t, 4“:1* a ifa•• linable •L o•ti.na 6. OPTIONAL FILER REFERENCE DATA File in Lincoln County, Wyoming FILING OFFICE COPY UCC FINANCING STATEMENT (FORM UCC1) (REV. 05/22/02) 00498 A. NAME 8 PHONE OF CONTACT AT FILER [optional) B. SEND ACKNOWLEDGMENT TO: (Name and Address) P L RECEIVED 3/21/2012 at 3:51 PM RECEIVING 963759 BOOK: 783 PAGE: 498 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY 5. ALTERNATIVE DESIGNATION (if applicable): f LESSEE /LESSOR n CONSIGNEE/CONSIGNOR EST I ISELLER/BUYER AG. LIEN NON -UCC FILING All Debtors Debtor 1 Debtor 2 6. International Association of Commercial Administrators (IACA) OR 1 la. ORGANIZATION'S NAME 11b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 11c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 1Id. SEE INSTRUCTIONS ADD'L INFO RE 111e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID 1 1 any n NONE 12. O R 1 ADDITIONAL SECURED PARTY'S or ASSIGNOR SIP'S NAME insert only one name (12a 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. 14. See and 15. This FINANCING STATEMENT covers limber to be cut or N as- extracted 16. Additional collateral description: collateral, or is filed as a fixture filing. Description of real estate: Exhibit A attached to Schedule I attached hereto incorporated by reference herein Name and address of a RECORD OWNER of above- described real estate (If Debtor does not have a record interest): 17. Check gn(y if applicable and check only one.box. Debtor is a n Trust or Trustee acting with respect to property held in trust or Decedent's Estate 18 Check only if applicable and check only one box. R Debtor Is a TRANSMITTING UTILITY Filed in connection with a Manufactured -Home Transaction n Filed in connection with a Public- Finance Transaction UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9, N OR 10. 00499 AME OF FIRST DEBTOR (1 a or 1b) ON RELATED FINANCING STATEMENT 9a. ORGANIZATION'S NAME Myco Industries, Inc. 9b. INDIVIDUAL'S LAST NAME MISCELLANEOUS: FIRST NAME MIDDLE NAME,SUFFIX THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY 11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME Insert only one name (1la or 11b) do not abbreviate or combine names International Association of Commercial Administrators (IACA) FILING OFFICE COPY UCC FINANCING STATEMENT ADDENDUM (FORM UCC1Ad) (REV. 05/21/09) O R 1 la. ORGANIZATION'S NAME 11b. INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX 11c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 11d. SEE INSTRUCTIONS ADD'L INFO RE i 11e. TYPE OF ORGANIZATION ORGANIZATION DEBTOR 1 11f. JURISDICTION OF ORGANIZATION 11g. ORGANIZATIONAL ID if any nNONE 12. OR —I ADDITIONAL SECURED PARTY'S or I I ASSIGNOR S /P'S NAME Insert only one name (12a 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, 14. See and 15. This FINANCING STATEMENT covers timber to be cut or El as- extracted I_ 16. Additional collateral description: collateral, or is riled as a u fixture fling. Description of real estate: Exhibit A attached to Schedule I attached hereto incorporated by reference herein. Name and address of a RECORD OWNER of above described real estate (if Debtor does not have a record Interest): 17. Check only if applicable and check oat one box. Deblor is a n Trust or n Trustee acting with respect to property held in trust or n Decedent's Estate 18. Check p if applicable and check oily one box. Deblor Is a TRANSMITTING UTILITY in connection with a Manufactured -Home Transaction Filed In connection with a PublIc- Finance Transaction 1 R FIled UCC FINANCING STATEMENT ADDENDUM FOLLOW INSTRUCTIONS (front and back) CAREFULLY 9. OR 10. 11. ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME insert only one name (1la or 11b) do not abbreviate or combine names 0'0500 AME OF FIRST DEBTOR (la or 1b) ON RELATED FINANCING STATEMENT 9a. ORGANIZATION'S NAME Myco Industries, Inc. 9b. INDIVIDUAL'S LAST NAME MISCELLANEOUS: FIRST NAME MIDDLE NAME,SUFFIX 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) DEBTOR: SECURED PARTY: SCHEDULE TO UCC -1 FINANCING STATEMENT Myco Industries, Inc. 423 West Main Street Artesia, New Mexico 88210 Wells Fargo Bank, N.A., as Administrative Agent 1000 Louisiana Street, 9 Floor Houston, Texas 77002 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 payments 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, and/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); (e) without limitation of the generality of the foregoing, any rights and interests of Debtor under any present or future Derivative Contracts (as defined in the Credit Agreement) now existing or hereafter entered into by or on behalf of Debtor; 90373579.1 00501. (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, uncertifrcated 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 Statement, 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 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 Financing Statement, such amendment or holding shall be disregarded in defining terms used 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 February 18, 2011, among Debtor, as Borrower, certain subsidiaries of Debtor, as guarantors, 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. (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), 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 90373579.1 "Mortgaged Properties" shall mean: 00502 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 (the "Leases (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/or 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 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) properties. All rights, estates, powers and privileges appurtenant to the foregoing rights, interests and 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. 90373579.1 00503 90373579.1 EXHIBIT A Oil, Gas and/or Other Mineral Interests (See Attached) 00504 00'505 I IN I05LE17 0.437501 3 0.500001 00005'0 I Suneds 1 win 1 35 3S le8a1 '25N- 111W -29: 1198' FSL 1347' FEL 25N- 111W -29: 1120' FSL 1334' FWL Idtl 1 149- 023 -21157 I 149 -023 -20561 JomiadO (CROWN ENERGY PARTNERS, LLC `CROWN ENERGY PARTNERS, LLC 1# 1100 0TZb901 I100 IMYCO INDUSTRIES, INC. 'MORTGAGE EXHIBIT "A" i S11BMI wwo MI Lincoln County 6Z-017 leJapaj peoy uloow�l 6Z leJapa j saleAj 00'505 .;t ;t 0 W OC W aQ W to W aF LU J O N O N o m 00 N d u1 0 O m N 0 N Cr) m O m d 00 N d' u1 r n d Z 3 N Z 1/) d f- W O Z o0 1 1) W N t/) 3 W 0 J W 0. Z z 3 J 2 0 0 V W Z H H -J U J J W\ HN Cr) In J N W W W K 00 t--1 r J up t--1 r-I IA up Z 17 I Z Z 3 z 3 v L H N N 0 3 00506