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HomeMy WebLinkAbout970455AFTER RECORDING, PLEASE RETURN TO: Locke Lord LLP 2200 Ross Avenue, Suite 2200 Dallas, Texas 75201 Attn: Vicky Gunning (LINCOLN COUNTY, WY) AMENDMENT AND SUPPLEMENT TO MORTGAGE, LINE OF CREDIT MORTGAGE, MULTIPLE INDEBTEDNESS MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT DAL:0040100/00868:2134827v2 BETWEEN RECEIVED 4/12/2013 at 9 :49 AM RECEIVING 970455 BOOK: 809 PAGE: 285 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY KAISER- FRANCIS MID CONTINENT LIMITED PARTNERSHIP, AS MORTGAGOR, AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, AS MORTGAGEE FOR THE BENEFIT OF THE SECURED PERSONS EFFECTIVE AS OF MARCH 18, 2013 THIS MORTGAGE AMENDMENT AND SUPPLEMENT SECURES IN PART A LINE OF CREDIT. NOTICE OF CONFIDENTIALITY RIGHTS: IF YOU ARE A NATURAL PERSON, YOU MAY REMOVE OR STRIKE ANY OF THE FOLLOWING INFORMATION FROM THIS 0028N ju286 INSTRUMENT BEFORE IT IS FILED FOR RECORD IN THE PUBLIC RECORDS: YOUR SOCIAL SECURITY NUMBER OR YOUR DRIVER'S LICENSE NUMBER. A POWER OF SALE HAS BEEN GRANTED IN THIS INSTRUMENT. IN CERTAIN STATES, A POWER OF SALE MAY ALLOW THE TRUSTEE OR MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY THE MORTGAGOR UNDER THIS INSTRUMENT. A CARBON, PHOTOGRAPHIC, OR OTHER REPRODUCTION OF THIS INSTRUMENT IS SUFFICIENT AS A FINANCING STATEMENT. THIS INSTRUMENT CONTAINS AFTER ACQUIRED PROPERTY PROVISIONS, SECURES PAYMENT OF FUTURE ADVANCES, AND COVERS PROCEEDS OF THE MORTGAGED PROPERTY. THIS INSTRUMENT COVERS MINERALS, AS- EXTRACTED COLLATERAL AND OTHER SUBSTANCES OF VALUE WHICH MAY BE EXTRACTED FROM THE EARTH (INCLUDING WITHOUT LIMITATION OIL AND GAS) AND THE ACCOUNTS RELATED THERETO, WHICH WILL BE FINANCED AT THE WELLHEADS OF THE WELL OR WELLS LOCATED ON THE PROPERTIES DESCRIBED AS MORTGAGED PROPERTY HEREIN. THIS INSTRUMENT COVERS GOODS WHICH ARE OR ARE TO BECOME FIXTURES ON THE REAL/IMMOVABLE PROPERTY DESCRIBED HEREIN. THIS INSTRUMENT IS TO BE FILED FOR RECORD (INCLUDING AS A FIXTURE FILING), AMONG OTHER PLACES, IN THE REAL PROPERTY RECORDS OR SIMILAR RECORDS OF THE COUNTY RECORDERS OF THE COUNTIES LISTED ON EXHIBIT A HERETO. MORTGAGOR HAS AN INTEREST OF RECORD IN THE REAL ESTATE /IMMOVABLE PROPERTY CONCERNED, WHICH INTEREST IS DESCRIBED IN SECTION 1 OF THIS INSTRUMENT. THIS INSTRUMENT IS ALSO TO BE INDEXED IN THE INDEX OF FINANCING STATEMENTS. THE ADDRESSES OF MORTGAGOR AND BENEFICIARY ARE CONTAINED IN THIS INSTRUMENT. THE FINAL MATURITY DATE OF THE INDEBTEDNESS SECURED HEREBY IS FEBRUARY 1, 2015, UNLESS SUCH MATURITY DATE IS SOONER ACCELERATED IN ACCORDANCE WITH THIS INSTRUMENT AND THE INDEBTEDNESS SECURED HEREBY. INDEXING INSTRUCTIONS, IF REQUIRED, ARE ATTACHED HERETO AS EXHIBIT B. DAL:0040100/00868:2134827v2 2 THIS AMENDMENT AND SUPPLEMENT TO MORTGAGE, LINE OF CREDIT MORTGAGE, MULTIPLE INDEBTEDNESS MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT (this "Mortgage Amendment and Supplement dated effective as of March 18, 2013, is by and between KAISER- FRANCIS MID CONTINENT LIMITED PARTNERSHIP, an Oklahoma limited partnership (the 'Mortgagor whose mailing address is 6733 S. Yale Avenue, Tulsa, Oklahoma 74136, as Mortgagor, and JPMORGAN CHASE BANK, N.A., as Administrative Agent for the Secured Persons (as defined in the Original Mortgage referred to below) "Beneficiary whose mailing address is Mail Code TX1 -2970, 2200 Ross Avenue, 10th Floor, Dallas, Texas 75201, Attention: Jeff Knott, in its capacity as Administrative Agent for the Secured Persons. DA L:0040100/00868:2134827v2 WITNESSETH: 3 60)87 WHEREAS, the Mortgagor executed and delivered to the Beneficiary, a MORTGAGE, LINE OF CREDIT MORTGAGE, MULTIPLE INDEBTEDNESS MORTGAGE, FIXTURE FILING, ASSIGNMENT OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENT AND FINANCING STATEMENT dated as of January 25, 2012, recorded on February 6, 2012 in Carbon County, Wyoming in Book 780, Page 800 (the "Original Mortgage pursuant to which the Mortgagor conveyed to Beneficiary and granted to Beneficiary a mortgage lien together with a POWER OF SALE with respect to all of the Mortgagor's right, title and interest in and to the Mortgaged Property (as defined in the Original Mortgage), comprised in part by the Hydrocarbon Properties described therein, to secure, among other things, payment and performance by the Mortgagor of all the Secured Obligations (as defined in the Original Mortgage). WHEREAS, the Mortgagor, as borrower, each of the Lenders party thereto (the "Lenders the Beneficiary, as administrative agent for the Lenders, and the other financial institutions party thereto previously entered into that certain Sixth Amended and Restated Revolving Credit Agreement dated as of January 25, 2012 (as amended, the "Credit Agreement WHEREAS, the Mortgagor, as borrower, intended to pledge under the Original Mortgage certain additional Mortgaged Property (the "Additional Mortgaged Property sometimes with the Mortgaged Property under the Original Mortgage collectively referred to herein as the "Mortgaged Property WHEREAS, pursuant to that certain First Amendment to Sixth Amended and Restated Revolving Credit Agreement and Amendment to Notes of even date herewith (the "First Amendment the Credit Agreement is being amended to extend the Maturity Date (as defined therein) to February 1, 2015 and the Mortgagor and Beneficiary agree to amend the Original Mortgage to reflect the new maturity date. '0288 WHEREAS, the Mortgagor and Beneficiary hereby agree to supplement and ratify the Original Mortgage to include the Additional Mortgaged Property described on Exhibit A attached hereto. NOW THEREFORE, in order to comply with the terms and conditions of the Credit Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Mortgagor and Beneficiary hereby agree as follows and hereby supplement and ratify the Original Mortgage as set forth herein; AND FURTHERMORE, to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations and the performance of the covenants and obligations contained in the Original Mortgage, as modified and supplemented hereby, Mortgagor, does by these presents hereby grant a security interest in and further GRANT, BARGAIN, MORTGAGE, ASSIGN, REMISE, RELEASE, WARRANT AND CONVEY to and for the benefit of Beneficiary, with a POWER OF SALE, as herein provided and as provided in the Original Mortgage, for the uses and purposes herein set forth and with the warranties and covenants of title only to the extent provided herein, the Original Mortgage and in the Credit Agreement, all of Mortgagor's right, title, and interest, whether now owned or hereafter acquired, in all of the Additional Mortgaged Property. 1. All capitalized terms used herein and not otherwise defined herein shall have the meaning defined in the Credit Agreement. Without limitation, the term "Additional Mortgaged Property" shall include those of the following described properties, rights, and interests which are located in (or cover or relate to properties located in) the State of Wyoming: (a) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to the following (collectively, the "Hydrocarbon Properties (i) the oil, gas, and/or other mineral properties, mineral servitudes, overriding royalty interests, and/or other mineral rights and interests described in Exhibit A, including, without limitation, the oil, gas and /or other mineral leases or other agreements described in Exhibit A and the lands described or referred to in Exhibit A (or described in any of the instruments described or referred to in Exhibit A), including without limitation, the undivided interests of Mortgagor which are more particularly described on attached Exhibit A (collectively, the "Hydrocarbon Interests and (ii) any and all properties now or hereafter pooled or unitized with any of the Hydrocarbon Interests, including any and all presently existing or future unitization, communitization, and pooling agreements and declarations of pooled units and the units created thereby (including, without limitation, all units created under orders, regulations, rules or other official acts of any federal, state or other governmental body or agency having jurisdiction and any units created solely among working interest owners pursuant to operating agreements or otherwise) which may DAL:0040100/00868:2134827v2 4 0i affect all or any portion of any Hydrocarbon Interest, including, without limitation, those units which may be described or referred to on Exhibit A, without regard to any limitations as to specific lands or depths that may be set forth in Exhibit A, it being agreed and understood that the Hydrocarbon Interests and the Hydrocarbon Properties shall include (1) all of Mortgagor's rights, titles, interests, and estates therein even though Mortgagor's interests therein may be incorrectly described or a description of a part or all thereof or of Mortgagor's interests therein be omitted or incomplete, it being intended by Mortgagor and Beneficiary herein to cover and affect hereby all interests which Mortgagor may now own or may hereafter acquire therein and thereto notwithstanding that the interests as specified on Exhibit A may be limited to particular lands, specified depths or particular types of property interests, and (2) any enlargements thereof arising from the discharge of any payments out of production or by the removal of any charges or Excepted Liens or Liens permitted to exist by Section 6.04 of the Credit Agreement to which any of the Hydrocarbon Interests or Hydrocarbon Properties are subject, or otherwise. (b) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all operating agreements, production sales agreements, farmout agreements, farm -in agreements, area of mutual interest agreements, equipment leases and other agreements described or referred to in the Original Mortgage or that relate to any of the Hydrocarbon Properties or any interests in any of the Hydrocarbon Properties or to the production, sale, purchase, exchange, processing, handling, storage, transporting or marketing of Hydrocarbons (as hereinafter defined) from or attributable to any of the Hydrocarbon Properties. (c) All rights, titles, interests, and estates now owned or hereafter acquired by Mortgagor in and to all geological, geophysical, engineering, accounting, title, legal, and other technical or business data concerning any of the Hydrocarbon Properties, any Hydrocarbons, or any other items of Additional Mortgaged Property which are in the possession of Mortgagor or in which Mortgagor can otherwise grant a security interest, and all books, files, records, magnetic media, computer records, and other forms of recording or obtaining access to such data. (d) All rights, titles, interests, and estates now owned or hereafter acquired by Mortgagor in and to the surface of all lands relating to the Hydrocarbon Properties, including without limitation such as are described in Exhibit A, and all compressor sites, settling ponds, equipment or pipe yards, office sites, office buildings and property and fixtures located thereon, whether such lands, compressor sites, settling ponds, equipment or pipe yards, office sites, and office buildings are fee simple estates, leasehold estates or otherwise, together with all present and future rights, titles, easements and estates now owned or hereafter acquired by Mortgagor under or in connection with such any such interest. (e) All rights, titles, interests and estates now owned or hereafter acquired by Mortgagor in and to all oil, gas, casinghead gas, drip gasoline, natural gasoline, DAL:0040100/00868:2134827v2 5 }0290 condensate, distillate, liquid hydrocarbons, gaseous hydrocarbons and all products refined or separated therefrom and all other minerals (collectively, "Hydrocarbons in and under and which may be produced and saved from or attributable to any of the Hydrocarbon Properties, including all oil in tanks and all rents, issues, profits, proceeds, products, revenues and other income from or attributable to any of the Hydrocarbon Properties, including specifically but without limitation all Liens securing payment of proceeds from the sale of Hydrocarbons, including, without limitation, those liens and security interests provided in Section 9.343 of the Uniform Commercial Code as enacted in the State of Texas and in the correlative provisions of the Uniform Commercial Code as enacted in the other states in which the Additional Mortgaged Property is located. (f) All tenements, hereditaments, appurtenances and properties in any way appertaining, belonging, affixed or incidental to any of the Hydrocarbon Properties that are now owned or which may hereafter be acquired by Mortgagor, including, without limitation, any and all property, real or personal, now owned or hereafter acquired and situated upon, used, held for use, or useful in connection with the operating, working or development of any of the Hydrocarbon Properties and including any and all oil wells, gas wells, injection wells or other wells, buildings, structures, field separators, liquid extraction plants, plant compressors, pumps, pumping units, pipelines, sales and flow lines, gathering systems, field gathering systems, salt water disposal facilities, tanks and tank batteries, fixtures, valves, fittings, machinery and parts, engines, boilers, steam generation facilities, meters, apparatus, equipment, appliances, tools, implements, cables, wires, towers, casing, tubing and rods, surface leases, rights -of -way, easements, servitudes, licenses and other surface and subsurface rights together with all additions, substitutions, replacements, accessions and attachments to any and all of the foregoing properties. (g) Any property that may from time to time hereafter, by delivery or by writing of any kind, be subjected to the lien and security interest hereof by Mortgagor or by anyone on Mortgagor's behalf (and Mortgagee is hereby authorized to receive the same at any time as additional security hereunder). (h) Any and all renewals and extensions of any of the Additional Mortgaged Property described in paragraphs (a) through (g) above, including all contracts and agreements supplemental to or amendatory of or in substitution for the contracts and agreements described or mentioned above, and any and all additional interests of any kind hereafter acquired by Mortgagor therein or thereto. (i) All property of every kind and character which Mortgagor has or at any time hereafter acquires, whether real or personal property, tangible or intangible, or mixed, all other interests of every kind and character which Mortgagor has or at any time hereafter acquires in and to the types and items of property and interests described in paragraphs (a) through (g) above, all property which is used or useful in connection with the Additional Mortgaged Property or otherwise, and the proceeds and products of all of the foregoing, whether now owned or hereafter acquired, including, without limitation: DAL:0040100/00868:2134827v2 6 DAL:0040100/00868:2134827v2 (i) All present and future personal property; (ii) All present and future increases, profits, combinations, reclassifications, improvements and products of, accessions, attachments and other additions to, tools, parts and equipment used in connection with, and substitutes and replacements for, all or any part of the Additional Mortgaged Property described in this or any other clause of this Section 1; 0291 (iii) All present and future as- extracted collateral, accounts, equipment, inventory, contract rights, general intangibles, chattel paper, documents, instruments, fixtures, cash and noncash proceeds and other rights arising from or by virtue of, or from the voluntary or involuntary sale or other disposition of, or collections with respect to, or insurance proceeds or unearned insurance premiums payable with respect to, or proceeds payable by virtue of warranty or other claims against manufacturers of, or claims against any other person or entity with respect to, all or any part of the Additional Mortgaged Property; and (iv) All present and future security for the payment to Mortgagor of any of the Additional Mortgaged Property and goods which gave or will give rise to any of such Additional Mortgaged Property or are evidenced, identified, or represented therein or thereby. Notwithstanding any provision in this Mortgage to the contrary, in no event is any Building (as defined in the applicable Flood Insurance Regulation) or Manufactured (Mobile) Home (as defined in the applicable Flood Insurance Regulation) included in the definition of "Mortgaged Property" and no Building or Manufactured (Mobile) Home is hereby encumbered by this Mortgage. As used herein, "Flood Insurance Regulations" shall mean (i) the National Flood Insurance Act of 1968 as now or hereafter in effect or any successor statute thereto, (ii) the Flood Disaster Protection Act of 1973 as now or hereafter in effect or any successor statue thereto, (iii) the National Flood Insurance Reform Act of 1994 (amending 42 USC 4001, et seq.), as the same may be amended or recodified from time to time, and (iv) the Flood Insurance Reform Act of 2004 and any regulations promulgated thereunder. Any fractions or percentages specified on Exhibit A in referring to Mortgagor's interests are solely for purposes of the warranties made by Mortgagor pursuant to the Original Mortgage and shall in no manner limit the quantum of interest affected by this Section 1 with respect to any Hydrocarbon Property or with respect to any unit or well identified on Exhibit A. 2. Exhibit A to the Original Mortgage is hereby supplemented by adding the property described on Exhibit A to this Mortgage Amendment and Supplement to such Exhibit A. Mortgagor hereby confirms that it has heretofore granted, bargained, mortgaged, assigned, transferred and conveyed to Beneficiary, with mortgage covenants and upon the statutory mortgage condition for the breach of which this Mortgage may be subject to foreclosure as required by law and granted to Beneficiary mortgage liens, security interests and assignments, together with a power of sale with respect to, the Mortgaged Property 7 (excluding the Additional Mortgaged Property described above), and Mortgagor further grants, bargains, mortgages, assigns, remises, releases, warrants and conveys to Beneficiary, and grants to Beneficiary a power of sale with respect to, the Mortgaged Property as supplemented by Section 1 above and Exhibit A attached hereto (including the Additional Mortgaged Property), to secure the prompt and complete payment and performance when due (whether at the stated maturity, by acceleration or otherwise) of the Secured Obligations and the performance of the covenants and obligations contained in the Original Mortgage. 3. The references to the maturity date on the second page and in Section 1.03(a) of the Original Mortgage are amended to replace the date provided therein with February 1, 2015. 4. This Mortgage Amendment and Supplement relates only to the specific matters covered herein and shall not constitute a consent to or waiver or modification of any other provision, term or condition of the Original Mortgage. 5. All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Original Mortgage shall apply to the Additional Mortgaged Property and shall remain in full force and effect, except as expressly provided herein. Mortgagor acknowledges and confirms that the Original Mortgage (as modified by this Mortgage Amendment and Supplement) shall continue to secure the obligations described in such Original Mortgage as such obligations may have been modified, increased and extended by the First Amendment. 6. From and after the execution of this Mortgage Amendment and Supplement by the parties hereto, (i) each reference in the Original Mortgage to "this Mortgage "hereof', "herein "hereby" or words of like import shall be deemed to be a reference to the Original Mortgage as supplemented by this Mortgage Amendment and Supplement, and (ii) each reference in the Original Mortgage to "Exhibit A "attached Exhibit A" or "Exhibit A attached hereto" shall mean Exhibit A to the Original Mortgage, as supplemented by Exhibit A attached to this Mortgage Amendment and Supplement, and as the same may from time to time be further amended or supplemented. 7. This Mortgage Amendment and Supplement shall be effective as of March 18, 2013. Except as herein provided, the Original Mortgage shall remain unchanged and in full force and effect. 8. INSOFAR AS PERMITTED BY APPLICABLE LAW, THIS MORTGAGE AMENDMENT AND SUPPLEMENT AND THE SECURED OBLIGATIONS SHALL BE CONSTRUED UNDER AND GOVERNED BY THE LAWS OF THE STATE OF TEXAS (EXCLUDING CHOICE OF LAW AND CONFLICT OF LAW RULES); PROVIDED, HOWEVER, THAT THE LAWS OF THE STATE IN WHICH THE MORTGAGED PROPERTY OR COLLATERAL IS LOCATED SHALL APPLY TO THE EXTENT OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO THE CREATION, DAL:0040100/00868:2134827v2 8 ►0292 PERFECTION, FORECLOSURE OF LIENS AND ENFORCEMENT OF RIGHTS AND REMEDIES AGAINST THE MORTGAGED PROPERTY OR COLLATERAL. 9. Mortgagor acknowledges receipt of a copy of this Mortgage Amendment and Supplement, the Notes, and the other Loan Documents. [Signature Page Follows] DAL:0040100/00868:2134827v2 9 WITNESS THE EXECUTION HEREOF, this L day of Mardi 2013, to be effective as of the day and year first written above. STATE OF OKLAHOMA COUNTY OF TULSA This instrument was acknowledged before me on this day of r MA CA, 2013, by Don P. Millican, as Vice President and CFO of Kaiser Francis Mid- Continent L.L.C., an Oklahoma limited liability company, acting in its capacity as the general partner of KAISER FRANCIS MID CONTINENT LIMITED PARTNERSHIP, an Oklahoma limited partnership, on behalf of said entities. Witness my hand and official seal My commission expires: Seal: DA L:0040100/008682134827v2 Mortgagor: Notary Public State of Oklahoma SANDRA K. TRIMBLE TULSA COUNTY COMMISSION #01007556 Comm. Exp. 05.04.2013 KAISER- FRANCIS MID- CONTINENT LIMITED PARTNERSHIP, an Oklahoma limited partnership By: Kaiser Francis Mid- Continent L.L.C., an Oklahoma limited compa1 y, its.�reneral Partner By: Name: Title: Vice President and CFO Don P. Millican q i o e 3 Notary Public [Signature Page to Wyoming Amendment and Supplement to Mortgage, Line of Credit Mortgage, Multiple Indebtedness Mortgage, Fixture Filing, Assignment of As- Extracted Collateral, Security Agreement and Financing Statement] S -1 liability 4 WITNESS THE EXECUTION HEREOF, this day of March, 2013, to be effective as of the day and year first written above. STATE OF TEXAS Beneficiary: JPMORGAN CHASE BANK, N.A., as Administrative Agent Jeff Kno Mana ng Director COUNTY OF DALLAS '2 This instrument was acknowledged before me on this G I day of Marchf; by Jeff Knott, as Managing Director of JPMORGAN CHASE BANK, N.A., a national banking association, on behalf of said banking association. Witness my hand and official seal. DAL:0040100/00868:2134827v2 Notary Public of Texas Seal: [Signature Page to Wyoming Amendment and Supplement to Mortgage, Line of Credit Mortgage, Multiple Indebtedness Mortgage, Fixture Filing, Assignment of As- Extracted Collateral, Security Agreement and Financing Statement] S -2 s E MARCIA L. BOBBINS s 4 Notary Public, gsv State of Texas L.SI t:Q x 4- 7 131 To Amendment and Supplement to Wyoming Mortgage, Line of Credit Mortgage, Multiple Indebtedness Mortgage, Fixture Filing, Assignment of As- Extracted Collateral, Security Agreement and Financing Statement DAL:0040100/00868:2134827v2 EXHIBIT A Exhibit A 9 6 0 21