HomeMy WebLinkAbout971780RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO
SIMPSON THACHER BARTLETT 0 '1 5
909 Fannin Street, Suite 1475 RECEIVED at
Houston, TX 77010 1014 RECEIVING 7/1/2013 971780 2:04 PM
Attn: Linda Daugherty BOOK: 814 PAGE: 725
JEANNE WAGNER
LINCOLN COUNTY CLERK, KEMMERER, WY
OMNIBUS AMENDMENT TO MUK tiAIirL. D, UL' 1J113 yr t raves i,
ASSIGNMENTS OF AS- EXTRACTED COLLATERAL,
SECURITY AGREEMENTS, FIXTURE FILINGS AND FINANCING STATEMENTS
THIS OMNIBUS AMENDMENT TO MORTGAGES, DEEDS OF TRUST,
ASSIGNMENTS OF AS- EXTRACTED COLLATERAL, SECURITY AGREEMENTS,
FIXTURE FILINGS AND FINANCING STATEMENTS (this "Omnibus Amendment") is
entered into as of June 18, 2013 (the "Effective Date by Caerus Northern Rockies LLC, a
Delaware limited liability company the "Mortgagor whose address for notices is 600 17
Street, Suite 1600 North, Denver, Colorado 80202, in favor of (i) First American Title Insurance
Company, as Trustee for the benefit of JPMorgan Chase Bank, N.A., a banking association
whose address for notice is 712 Main Street, Floor 8 South, Houston, Texas 77002 -3201, as
administrative agent (together with its successors and assigns, the "Mortgagee for the lenders
which are or become parties to the Amended and Restated Credit Agreement identified below
(the "Lenders and the Other Secured Persons with respect to all Mortgaged Properties located
in the State of Utah and (ii) the Mortgagee for its benefit and the benefit of the Other Secured
Persons with respect to all Mortgaged Properties located in the State of Wyoming and with
respect to all UCC Collateral.
A. Caerus Operating LLC, a Delaware limited liability company (the "Borrower
the financial institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as
administrative agent (the "Existing Administrative Agent for the lenders, executed that certain
Credit Agreement dated as of May 14, 2010 (as amended by the First Amendment to Credit
Agreement, dated as of December 1, 2010, the "Existing Credit Agreement
B. The Existing Credit Agreement is secured (i) pursuant to that certain Mortgage,
Deed of Trust, Assignment of As- Extracted Collateral, Security Agreement, Fixture Filing and
Financing Statement by the Mortgagor, in favor of the Existing Administrative Agent, for its
benefit and the benefit of the Other Secured Persons, which was recorded in the offices
designated for the filing of a record of mortgage in the jurisdictions set forth as item 1 on Annex
I hereto (the "Wyoming Mortgage State Leases and (ii) by the Mortgaged Properties located
in Wyoming and UCC Collateral as set forth in the Wyoming Mortgage State Leases; and
C. The Existing Credit Agreement is also secured pursuant to those certain
Mortgages, Deeds of Trust, Assignments of As- Extracted Collateral, Security Agreements,
Fixture Filings and Financing Statements by the Mortgagor, in favor of (i) First American Title
509265 -1653- 13791984
RECITALS
OO7'6
Insurance Company, as Trustee for the benefit of the Existing Administrative Agent and the
Other Secured Parties with respect to all Mortgaged Properties located in the Deed of Trust State
and (ii) the Existing Administrative Agent for its benefit and the benefit of the Other Secured
Persons with respect to the UCC Collateral, and recorded in the offices designated for the filing
of a record of mortgage in the jurisdictions set forth as item 2 on Annex I hereto (the "Utah
Deeds of Trust and
D. The Existing Credit Agreement is also secured (i) pursuant to those certain
Mortgages, Deeds of Trust, Assignments of As- Extracted Collateral, Security Agreements,
Fixture Filings and Financing Statements by the Mortgagor, in favor of the Existing
Administrative Agent for its benefit and the benefit of the Other Secured Persons, which was
recorded in the offices designated for the filing of a record of mortgage in the jurisdictions set
forth as item 3 on Annex I hereto (the "Wyoming Mortgages Other" and, together with the
Wyoming Mortgage State Leases, the "Wyoming Mortgages and (ii) by the Mortgaged
Properties and the UCC Collateral; and
E. The Utah Deeds of Trust and the Wyoming Mortgages are collectively referred to
herein as the "Mortgages."
F. The Borrower has requested and the Mortgagee and the Lenders have agreed to
amend the Existing Credit Agreement and enter into an Amended and Restated Credit
Agreement, dated as of the date hereof (the "Credit Agreement pursuant to which the Lenders
have agreed to make certain loans to and extensions of credit available on behalf of the
Borrower.
G. Pursuant to the Credit Agreement, the Mortgagor desires to modify and amend the
Mortgages.
NOW, THEREFORE, in view of the foregoing, the benefits to be derived by the
Borrower and the Mortgagor, and for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by the Mortgagor, the Mortgagor and the
Mortgagee hereby amend, supplement and ratify the Mortgages as set forth herein:
1. All capitalized terms used but not defined herein shall have the meanings assigned
to such terms in the Mortgage that is filed in the same county in which this Omnibus
Amendment is filed and being amended by this Omnibus Amendment (it being understood that
this Omnibus Amendment may be filed in different counties and for each such county will
reference a different underlying Mortgage).
2. All references in the Mortgages to "this Mortgage as defined in the opening
paragraph of the Mortgages, shall mean such "Mortgage" as amended and supplemented and as
the same may from time to time be further amended or supplemented.
3. Recitals. Recitals A and B of each of the Mortgages listed in items 1-3 on Annex
I attached hereto are amended and restated in their entirety to read as follows:
"A. Caerus Operating LLC, a Delaware limited liability company (the "Borrower
the Lenders, the Mortgagee, as administrative agent for the Lenders and others, executed
509265- 1653- 13791984
Omnibus Amendment (Caerus Northern Rockies LLC) 2
00 27
that certain Credit Agreement, dated May 14, 2010 (such agreement, as amended on
December 1, 2010, amended and restated on June 18, 2013, and as may be amended or
supplemented from time to time, the "Credit Agreement pursuant to such, upon the
terms and conditions stated therein, the Lenders agreed to make loans and other
extensions of credit to the Borrower.
B. The Borrower, the Mortgagor, any Guarantor and any Subsidiary of the Borrower
may enter into Swap Agreements the obligations under which, in favor of the Mortgagee
and Other Secured Parties, constitute Secured Obligations (as defined in the Credit
Agreement) (the Loan Documents and the Swap Agreements, collectively, the "Secured
Transaction Documents
4. Section 1.03 of each of the Mortgages listed in items 1 -3 on Annex I attached
hereto is hereby amended to include where alphabetically appropriate the following definitions:
"Excluded Swap Obligation" means with respect to any Credit Party, (a) any obligation
(a "Swap Obligation to pay or perform under any agreement, contract, or transaction that
constitutes a "swap" within the meaning of section 1 a(47) of the Commodity Exchange Act, if,
and to the extent that, all or a portion of the guarantee of such Credit Party of, or the grant by
such Credit Party of a security interest to secure, as applicable, such Swap Obligation (or any
guarantee thereof) is or becomes illegal under the Commodity Exchange Act or any rule,
regulation, or order of the Commodity Futures Trading Commission (or the application or
official interpretation of any thereof) by virtue of such Guarantor's failure to constitute an
"eligible contract participant," as defined in the Commodity Exchange Act and the regulations
thereunder, at the time the guarantee of (or grant of such security interest by, as applicable) such
Guarantor becomes or would become effective with respect to such Swap Obligation or (b) any
other Swap Obligation designated as an "Excluded Swap Obligation" of such Guarantor as
specified in any agreement between the relevant Credit Parties and counterparty applicable to
such Swap Obligations. If a Swap Obligation arises under a master agreement governing more
than one Swap, such exclusion shall apply only to the portion of such Swap Obligation that is
attributable to Swaps for which such guarantee or security interest is or becomes illegal.
"Governmental Authority" means the government of the United States of America, any
other nation or any political subdivision thereof, whether state or local, and any agency,
authority, instrumentality, regulatory body, court, central bank or other entity exercising
executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or
pertaining to government."
5. Section 1.03 of each of the Mortgages listed in items 1 -3 on Annex I attached
hereto is hereby amended such that the following definitions shall replace those presently
appearing for such defined terms:
"Other Secured Persons" means each Lender, the Administrative Agent, each Issuing
Bank, each Lender or Affiliate of a Lender which is party to the Credit Agreement, each
Indemnified Party and any legal owner, holder, assignee or pledgee of any of the Secured
Obligations (including any counterparty to a Swap Agreement to the extent that the obligations
thereunder constitute Secured Obligations (as defined in the Credit Agreement))."
509265- 1653- 13791984
Omnibus Amendment (Caerus Northern Rockies LLC) 3
00'18
6. Section 1.03 of each of the Mortgages listed in items 1-3 on Annex I attached
hereto is hereby amended such that term "buildings" is redacted from the definition of "Oil and
Gas Properties" wherever it may appear in said definition.
7. Section 2.01 of each of the Mortgages listed as items 1 -3 on Annex I attached
hereto is hereby amended and restated to add the following paragraph as the penultimate
paragraph of such Section:
"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 statute
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, (iv) the Flood Insurance
Reform Act of 2004 and (v) the Biggert- Waters Flood Insurance Reform Act of 2012 and the
regulations issued in connection therewith by the Office of the Controller of the Currency, the
Federal Reserve Board and other Governmental Authorities, each as it may be amended,
reformed or otherwise modified from time to time and together with and any regulations
promulgated thereunder."
8. Section 2.03 of each Mortgage listed in items 1 -3 on Annex I attached hereto is
hereby amended and restated in its entirety to read as follows:
"Section 2.03 Secured Obligations. This Mortgage is executed and delivered by the
Mortgagor to secure and enforce the following (the "Secured Obligations
(a) Payment of and performance of any and all indebtedness, fees, interest,
indemnities, reimbursements, obligations and liabilities of the Borrower, the Mortgagor or any
Guarantor (including interest accruing during the pendency of an insolvency or liquidation
proceeding, regardless of whether allowed or allowable in such insolvency or liquidation
proceeding) pursuant to the Credit Agreement, the Guaranty Agreement, this Mortgage or any
other Loan Document, whether now existing or hereafter arising and being in the original
principal amount of Four Hundred Million United States Dollars (US $400,000,000.00) with
final maturity on or before June 18, 2018, including performance of all Letter of Credit
Agreements executed from time to time by the Borrower or any Subsidiary of the Borrower
under or pursuant to the Credit Agreement and all reimbursement obligations for drawn or
undrawn portions under any Letter of Credit now outstanding or hereafter issued under or
pursuant to the Credit Agreement.
(b) Any sums which may be advanced or paid by the Trustee (where applicable) or
the Mortgagee or any Other Secured Person under the terms hereof or of the Credit Agreement or
any Loan Document on account of the failure of the Borrower, the Mortgagor or any of the
Borrower's Subsidiaries to comply with the covenants of the Mortgagor contained herein, in the
Credit Agreement or any other Loan Document whether pursuant to Section 4.09 or otherwise
509265- 1653- 13791984
Omnibus Amendment (Caerus Northern Rockies LLC) 4
00'1;9
and all other obligations, liabilities and indebtedness of the Borrower, the Mortgagor or any other
Guarantor arising pursuant to the provisions of this Mortgage or any Loan Document.
(c) Any additional loans made by the Mortgagee or any Lender to the Borrower or
the Mortgagor or any other Guarantor. It is contemplated that the Mortgagee and the Lenders
may lend additional sums to the Borrower or the Mortgagor from time to time, but shall not be
obligated to do so, and the Mortgagor agrees that any such additional loans shall be secured by
this Mortgage.
(d) Payment of and performance of any and all present or future obligations owing to
any Person who was a Lender or any Affiliate of a Lender (or a lender or an Affiliate of a lender
under the Credit Agreement prior to June 18, 2013) under any Swap Agreement between the
Borrower or any Subsidiary and such Person entered into while Person was a Lender (or an
Affiliate of a Lender) under the Credit Agreement or was a lender (or an Affiliate of a Lender)
under the Credit Agreement prior to June 18, 2013, provided that (i) amounts owing or to be
owing by Borrower under Swap Agreements entered into after such Person (or in the case of its
Affiliate, the Person affiliated therewith) is no longer a Lender hereunder shall not constitute
"Secured Obligations" hereunder and (ii) amounts owing in respect of any physical commodity
forward transaction, which is governed by documentation, such as a forward sales contract,
documentation produced by NAESB or similar documentation, shall not constitute "Secured
Obligations" hereunder (it being understood, for avoidance of doubt, that cash settled commodity
derivatives transactions are not covered by this clause (ii)).
(e) Payment of and performance of any and all present or future obligations owing to
a Lender or an Affiliate of a Lender, which such Person (or in the case of an Affiliate, the Person
affiliated therewith) is a Lender, whether absolute or contingent and howsoever and whensoever
created, arising, evidenced or acquired, of the Borrower, the Mortgagor and Subsidiary of the
Borrower under any Treasury Management Agreements.
(f) Any and all renewals, modifications, substitutions, rearrangements or extensions
of any of the foregoing, whether in whole or in part.
Notwithstanding anything to the contrary herein, it is understood that "Secured
Obligations" shall, with respect to any Credit Party, not include any Excluded Swap
Obligations."
9. Section 7.12 of each Mortgage listed in items 11 on Annex I attached hereto is
hereby amended such that the word "Agreement" appearing in the first sentence thereof shall be
replaced with the word "Mortgage
10. All references to "Indebtedness" in the Mortgages shall be replaced with a
reference to "Secured Obligations (as defined in the Credit Agreement)
11. The Mortgagor hereby confirms that, pursuant to the Mortgages, it has heretofore
absolutely and unconditionally granted, bargained, sold, warranted, assigned, mortgaged,
transferred, conveyed, pledged and hypothecated (as applicable), and hereby absolutely and
unconditionally further grants, bargains, sells, warrants, assigns, mortgages, transfers, conveys,
pledges and hypothecates to (as applicable), to (i) the Trustee and Trustee's successors and
509265 1653 13791984
Omnibus Amendment (Caerus Northern Rockies LLC) 5
substitutes in trust hereunder, in trust with power of sale, for the use and benefit of the
Mortgagee, or (ii) the Mortgagee, and it has heretofore granted a security interest to the
Mortgagee, for its benefit and the benefit of the Other Secured Persons, in the Mortgaged
Property or UCC Collateral, as applicable; provided that the foregoing confirmation and re-
granting of the Mortgaged Property shall not apply to any of the Mortgaged Property to the
extent that the Mortgagee has heretofore expressly released in writing any such Mortgaged
Property from the Mortgages.
12. The parties hereto hereby acknowledge and agree that except as specifically
amended, changed or modified hereby, the Mortgages shall remain in full force and effect in
accordance with their terms. None of the rights, titles and interests existing and to exist under the
Mortgages are hereby released, diminished or impaired, and the Mortgagor hereby reaffirms all
covenants, representations and warranties made in the Mortgages.
13. With respect to each Mortgage being amended by this Omnibus Amendment, this
Omnibus Amendment shall be construed under and governed by laws of the state in which the
Mortgaged Property is located.
14. This Omnibus Amendment may be executed in multiple counterparts, and it shall
not be necessary that the signatures of all parties hereto be contained on any one counterpart
hereof.
15. With respect to each Mortgage being amended by this Omnibus Amendment in
each of the jurisdictions listed on Annex I attached hereto, and in conformity with the recording
requirements of such jurisdictions, Exhibit A to each such Mortgage is hereby re- attached to the
respective Mortgage amended hereby. Only those portions of such Exhibit A describing
Mortgaged Property in the jurisdiction in which a counterpart hereof is being recorded will be
attached to such counterpart as Exhibit A thereto.
509265- 1653- 13791984
[SIGNATURES BEGIN NEXT PAGE]
Omnibus Amendment (Caerus Northern Rockies LLC) 6
EXECUTED this l I' of k 2013, to be effective as of the Effective Date.
MORTGAGOR CAERUS NORTHERN ROCKIES LLC
STATE OF C,G 6Y NA 0
COUNTY OF /e'n veil
By:
Wyoming Acknowledgement
K. Jeter omas
Treasure
The foregoing instrument was acknowledged before me on this i day of
2013, by K. Jeter Thomas, the Treasurer of CAERUS NORTHERN ROCKIES LLC, a Delaware
limited liability company, on behalf of said limited liability company.
(/'"1
Notary Public
Seal:
KATHERINE WHITMAN
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20124062180
MY COMMISSION EXPIRES SEPTEMBER 24, 2016
Signature Page to Omnibus Amendment (Caerus Northern Rockies LLC)
00731
EXECUTED this day of Jv h Q- 2013, to be effective as of the Effective Date.
STATE OF TEXAS
COUNTY OF DALLAS
RUTH A. SANCHEZ
Notary Public, State of Texas
My Commission Expires
February 29, 2016
Nitary Public
JPMorgan Chase Bank, N.A.,
as Administrative Agent
David Morris
Authorized Officer
00'W32
This instrument was acknowledged before me on v Q I( 2013 by David Morris,
Authorized Officer of JPMorgan Chase Bank, N.A., a national banking association, on behalf of
such association.
Signature Page to Omnibus Amendment (Caerus Northern Rockies LLC)
JURISDICTION
FILING INFORMATION
FILE DATE
Campbell County, Wyoming
Book 2606, Page 480
1/31/11
Carbon County, Wyoming
Book 1201, Page 5
1/3/11
Converse County, Wyoming
Book 1406, Page 899
1/7/11
Fremont County, Wyoming
#2010- 1340202
12/31/10
Lincoln County, Wyoming
Book 759, Page 768,
1/3/11
Sublette County, Wyoming
Book 144, Page 353
1/4/11
Sweetwater County, Wyoming
Book 1176, Page 1367
1/4/11
JIIS:DI,CTION,
FILIN IN F+OIATION:
,.E,IMDs,
Duchesne County, Utah
Book M355, Page 682
1/10/11
Uintah County, Utah
Book 1218, Page 364
12/27/10
J 'URISDICTION:
FILING INFORMATION
FIL D►' 'y
Sublette County, Wyoming
Book 144, Page 276
1/3/11
ANNEX I
RECORDING SCHEDULE
CAERUS KANSAS LLC, CAERUS SOUTHER ROCKIES LLC AND CAERUS
NORTHERN ROCKIES LLC, EACH AS A MORTGAGOR AND
JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT
00'133
1. Mortgage, Deed of Trust, Assignment of As- Extracted Collateral, Security Agreement,
Fixture Filing and Financing Statement from Caerus Northern Rockies LLC to JPMorgan Chase
Bank, N.A., as Administrative Agent, filed as follows:
3. Mortgages, Deeds of Trust, Assignments of As- Extracted Collateral, Security
Agreements, Fixture Filings and Financing Statements from Caerus Northern Rockies LLC to
JPMorgan Chase Bank, N.A., as Administrative Agent, filed as follows:
3. Mortgages, Deeds of Trust, Assignments of As- Extracted Collateral, Security
Agreements, Fixture Filings and Financing Statements from Caerus Northern Rockies LLC to
JPMorgan Chase Bank, N.A., as Administrative Agent, filed as follows:
509265- 1653 13791984
509265- 1653- 13791984
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