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HomeMy WebLinkAbout967967After recording, return to: Winstead PC 500 Winstead Building 2728 N. Harwood Street Dallas, TX 75201 Attn: Bradley R. Geier RECEIVED 11/15/2012 at 2:51 PM RECEIVING 967967 BOOK: 798 PAGE: 249 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT 00249 THIS FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT dated as of October 25, 2012 (this "Amendment is entered into between CROWN ENERGY PARTNERS, LLC, a Delaware limited liability company "Mortgagor and COMERICA BANK, as Administrative Agent "Mortgagee RECITALS A. Mortgagor has heretofore executed and delivered that certain Mortgage, Security Agreement, Assignment of Production and Financing Statement to Mortgagee dated as of January 28, 2010, which has been recorded under Receiving No. 952052, in Book 742 at page 76 of the Records of Lincoln County, Wyoming, under Entry No. 347253, in Book 141 at page 710 of the Oil and Gas Records of Sublette County, Wyoming, under Receiving No. 1575880, in Book 1159 at page 0901 of the Records of Sweetwater County, Wyoming, and under Entry No. 150990, in Book 947 at page 301 of the Records of Uinta County, Wyoming, as amended by First Amendment to Mortgage, Security Agreement, Assignment of Production and Financing Statement dated as of March 17, 2010, which has been recorded under Receiving No. 952649, in Book 744 at page 333 of the Records of Lincoln County, Wyoming, and under Receiving No. 1578539, in Book 1162 at page 0537 of the Records of Sweetwater County, Wyoming, as amended by Second Amendment to Mortgage, Security Agreement, Assignment of Production and Financing Statement dated as of July 1, 2010, which has been recorded under Receiving No. 954558, in Book 751 at page 100 of the Records of Lincoln County, Wyoming, under Entry No. 349934, in Book 179 at page 787 of the Oil and Gas Records of Sublette County, Wyoming, under Receiving No. 1584961, in Book 1167 at page 1103 of the Records of Sweetwater County, Wyoming, and under Entry No. 152651, in Book 954 at page 463 of the Records of Uinta County, Wyoming, and as amended by Third Amendment to Mortgage, Security Agreement, Assignment of Production and Financing Statement dated as of July 21, 2011, which has been recorded under Instrument No. 356138, Book 146 O &G, Page 236 of the Records of Sublette County, Wyoming (collectively, the "Original Mortgage covering the real property described therein. B. The Original Mortgage secures, among other things, the payment of certain indebtedness owed by Mortgagor to Mortgagee and the other Lenders (as defined therein) pursuant to that certain Revolving Credit Agreement between Mortgagor, Mortgagee and the Lenders dated as of January 28, 2010 (as amended, the "Original Credit Agreement including the indebtedness evidenced by that certain promissory note in the original principal sum of $50,000,000 made by Mortgagor payable to the order of Mortgagee dated of even date therewith (the "Original Note C. The parties have amended the Original Credit Agreement to, among other things, extend the "Revolving Credit Maturity Date" (as defined therein), have increased and restated the Original Note. FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Page 1 DALLAS 1\5936599v2 3134 -1433 11/02/2012 u02 5 0 D. The parties desire to amend the Original Mortgage to evidence the foregoing, all as hereinafter provided. NOW THEREFORE, in consideration of these premises and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 1. Same Terms. All terms used herein that are defined in the Original Mortgage shall have the same meanings when used herein, unless the context thereof otherwise requires or provides. 2. Amendment and Restatement of Section 1.2. Section 1.2 of the Original Mortgage is hereby amended and restated in its entirety to read as follows: Section 1.2 Notes. Those certain promissory notes executed and delivered by Mortgagor pursuant to the Credit Agreement, having principal sums aggregated in an amount up to but not exceeding Seventy Five Million Dollars ($75,000,000), bearing interest as specified therein (including interest occurring during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding, regardless of whether allowed or allowable in such proceeding), being payable as provided therein, and, if not sooner matured (by acceleration or otherwise), finally maturing on October 25, 2016 (as the same may be supplemented, amended, modified, extended, and renewed, being collectively referred to herein as the "Notes 3. Conveyance and Grant of Lien. Mortgagor, to secure payment and performance of the Obligation, and for and in consideration of these premises and of the sum of TEN AND NO /100 DOLLARS ($10.00) cash and other valuable consideration in hand paid to Mortgagor, the receipt and sufficiency of which are hereby acknowledged, has GRANTED, BARGAINED, SOLD, ASSIGNED, TRANSFERRED, MORTGAGED, CONVEYED AND WARRANTED, and by these presents does hereby GRANT, BARGAIN, SELL, ASSIGN, TRANSFER, MORTGAGE, CONVEY AND WARRANT, to Mortgagee, WITH POWER OF SALE the Mortgaged Property. TO HAVE AND TO HOLD the Mortgaged Property, together with all and singular the rights, privileges, contracts, and appurtenances now or hereafter at any time before the foreclosure or release hereof in anywise appertaining or belonging thereto, unto Mortgagee and to Mortgagee's successors or substitutes hereunder and to their successors and assigns, forever, and Mortgagor hereby binds and obligates Mortgagor and Mortgagor's successors to warrant and forever defend, all and singular, the Mortgaged Property unto Mortgagee and to Mortgagee's successors or substitutes hereunder and to their successors and assigns, against the lawful claims of any and all Persons whomsoever claiming or to claim the same, or any part thereof, subject to the Permitted Liens. 4. Incorporation by Reference. The terms, covenants, conditions, representations and warranties contained in the Original Mortgage are incorporated herein by reference with respect to the Mortgaged Property as fully as if copied verbatim in the body of this Amendment, and shall apply in all respects to the Mortgaged Property. 5. Certain Representations. Mortgagor represents and warrants that, as of the date hereof: (a) Mortgagor has full power and authority to execute this Amendment, and this Amendment constitutes the legal, valid and binding obligation of Mortgagor, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting the enforcement of creditors' rights generally; and (b) no authorization, approval, consent or other action by, notice to, or filing with, any governmental authority or other person FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Page 2 002 is required for the execution and delivery by Mortgagor of this Amendment, or the performance of this Amendment. 6. Ratification and Confirmation. It is expressly agreed that the execution of this Amendment shall not alter or otherwise affect the terms, provisions and conditions of the Original Mortgage EXCEPT as expressly set out above in Paragraph 2. Grantor hereby RATIFIES, CONFIRMS AND AGREES that the Original Mortgage, as amended hereby, shall continue to be in full force and effect to the same extent as provided therein. 7. Limitation on Agreements. The modifications set forth herein are limited precisely as written and shall not be deemed (a) to be a consent under or a waiver of or an amendment to any other term or condition in the Original Mortgage, or (b) to prejudice any right or rights which Mortgagee now has or may have in the future under or in connection with the Original Mortgage, as amended hereby, or any of the other documents referred to herein or therein. 8. Effect of Amendment; Conflicts. This Amendment shall be construed as, and is hereby made a part of, the Original Mortgage, and such instruments (the Original Mortgage and this Amendment) shall be construed and interpreted together as a single instrument, excepting only that in the case of any inconsistency which cannot be reconciled, the terms of this Amendment shall be controlling. 9. Counterparts. This Amendment may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Amendment and all of which, when taken together, will be deemed to constitute one and the same agreement. 10. Entirety. THIS AMENDMENT AND ALL OF THE OTHER LOAN DOCUMENTS (AS DEFINED IN THE ORIGINAL MORTGAGE) REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the dates of their notary certifications below to be effective as of October 25, 2012. [Remainder of page intentionally left blank. Signature pages follow.] FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Page 3 STATE OF COLORADO COUNTY OF DENVER SEAL KELLY D. BYRD NOTARY PUBLIC STATE OF COLORADO NOTARY ID 19984019177 MY COMMISSION EXPIRES 07/13/2014 MORTGAGOR CROWN ENERGY PARTNERS, LLC By: B an H. Chie ive Officer This instrument was acknowledged before me on October 2012, by Brian H. Ary, as Chief Executive Officer of Crown Energy Partners, LLC, a Delaware limited liability company, on behalf of said limited liability company. c D p .0 Notary Pub My Commission Expires: hd /4, 67 04 FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Signature Page 0025 STATE OF COLORADO COUNTY OF DENVER SEAL KATHY 0 COOK -REED Notary Public State of Colorado MORTGAGEE: COMERICA BANK, as Administrative Agent By: Caroline M. Mc lurg, enior ice Pres This instrument was acknowledged before me on October 31 2012, by Caroline M. McClurg, as Senior Vice President of Comerica Bank, a Texas banking association, on behalf of said banking association. My Commission Expires: FOURTH AMENDMENT TO MORTGAGE, SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT Signature Page 0025