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HomeMy WebLinkAbout972070A. NAME PHONE OF CONTACT AT FILER [optional] RECEIVED 7/18/2013 at 10:33 AM RECEIVING 972070 BOOK: 815 PAGE: 895 JEANNE WAGNER LINCOLN COUNTY CLERK, KEMMERER, WY THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY B. SEND ACKNOWLEDGMENT TO: (Name and Address) Return acknowledgment to: Capitol Services, Inc. P.O. Box 1831 Austin, TX 78767 800/345 -4647 1 a. INITIAL FINANCING STATEMENT FILE Book 759, Page 536, filed 12/30/10 1b. This FINANCING STATEMENT AMENDMENT is to be filed (for record] (or recorded) in the REAL ESTATE RECORDS. 2. 0 TERMINATION: Effectiveness of the Financing Statement identified above is terminated with respect to security interest(s) of the Secured Party authorizing this Termination Statement. 3. 0 CONTINUATION: Effectiveness of the Financing Statement identified above with respect to securit interest(s) of the Secured Party authorizing this Continuation Statement is continued for the additional period provided by applicable law. 4. 0 ASSIGNMENT: (full Or partial): Give name of assignee in item 7a or 7b and address of assignee in item 7c; and also give name of assignor in item 9. 5. AMENDMENT (PARTY INFORMATION): This Amendment affects Debtor or Secured Par y of record. Check only one of these two boxes. Also check one of the following three boxes and provide appropriate information in items 6 and/or 7. IN CHANGE name and /or address: Give current record name in item 6a or 6b; also give new II DELETE name: Give record name to IN ADD name: Complete item 7a o 7b, and also name (if name change) in item 7a or 7b and /or new address (if address change) in item 7c. be deleted in item 6a or 6b. item 7c; also complete items 7d -7g (if applicable). 6. CURRENT RECORD INFORMATION: OR 6a. ORGANIZATION'S NAME Caerus Northern Rockies LLC 6b. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7. CHANGED (NEW) OR ADDED INFORMATION: OR 7a. ORGANIZATION'S NAME 7b. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX 7c. MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY 7d. SEE INSTRUCTIONS ADD'NL INFO RE ORGANIZATION DEBTOR 7e. TYPE OF ORGANIZATION 7f..URISDICATION OF ORGANIZATION 7g ORGANIZATIONAL I.D. if any ❑None 8. AMENDMENT (COLLATERAL CHANGE): check only one box. Describe collateral deleted or 1 added, or give entire restated collateral descripticn, or describe collateral assigned. Exhibit A to the Original Financing Statement is amended by Omnibus Amendment to Mortgages, Fixture Filings, Assignments of As- extracted Collateral, Security Agreements and Financing Statemerts attached hereto. 9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT (name o' assignor, if this is an Amendment). If this is an Amendment authorized by a Debtor which adds collateral or adds the authorizing Debtor, or if this is a Termination authorized by a Debtor, check h :re 0 and enter name of DEBTOR authorizing this Amendment. OR 9a. ORGANIZATION'S NAME JPMorgan Chase Bank, N.A., as Administrative Agent 9b. INDIVIDUALS LAST NAME FIRST NAME MIDDLE NAME SUFFIX 10. OPTIONAL FILER REFERENCE DATA Filed in Lincoln Co, WY UCC FINANCING STATEMENT AMENDMENT FOLLOW INSTRUCTIONS (front and back) CAREFULLY FILING OFFICE COPY UCC FINANCING STATEMENT AMENDMENT (FORM UCC3) REV. 05/22/02) 0895 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO SIMPSON THACHER BARTLETT 909 Fannin Street, Suite 1475 Houston, TX 77010 -1014 Attn: Linda Daugherty OMNIBUS AMENDMENT TO MOR ASSIGNMENTS OF AS -EXT SECURITY AGREEMENTS, FIXTURE FILI THIS OMNIBUS AMENDMENT TO ASSIGNMENTS OF AS- EXTRACTED COL FIXTURE FILINGS AND FINANCING STATE entered into as of June 18, 2013 (the "Eff ective Delaware limited liability company the Street, Suite 1600 North, Denver, Colorado 80202, i Company, as Trustee for the benefit of JPMorg whose address for notice is 712 Main Street, Floo administrative agent (together with its successors a which are or become parties to the Amended and (the "Lenders and the Other Secured Persons wit in the State of Utah and (ii) the Mortgagee for its Persons with respect to all Mortgaged Properties respect to all UCC Collateral. A. Caerus Operating LLC, a Delaware the financial institutions from time to time party t administrative agent (the "Existing A d Credit Agreement dated as of May 14, 2010 (as Agreement, dated as of December 1, 2010, the B. The Existing Credit Agreement is se Deed of Trust, Assignment of As-Extracted Collate Financing Statement by the Mortgagor, in favor o benefit and the benefit of the Other Secured Pe designated for the filing of a record of mortgage in t I hereto (the "Wyoming Mortgage State Leases in Wyoming and UCC Collateral as set forth in the C. The Existing Credit Agreement is Mortgages, Deeds of Trust, Assignments of As- Fixture Filings and Financing Statements by the M 509265 1653 13791984 RECIT P GAGES, DEEDS OF TRUST, CTED COLLATERAL, GS AND FINANCING STATEMENTS MORTGAGES, DEEDS OF TRUST, TERAL, SECURITY AGREEMENTS, ENTS (this "Omnibus Amendment is 1 ate by Caerus Northern Rockies LLC, a Mortgagor"), whose address for notices is 600 17` favor of (i) First American Title Insurance Chase Bank, N.A., a banking association 8 South, Houston, Texas 77002 -3201, as d assigns, the "Mortgagee for the lenders estated Credit Agreement identified below respect to all Mortgaged Properties located enefit and the benefit of the Other Secured ocated in the State of Wyoming and with LS imited liability company (the "Borrower ereto and JPMorgan Chase Bank, N.A., as xistmg m>mstrative gent for the lenders, executed that certain ended by the First Amendment to Credit Exis ing Credit Agreement ured (i) pursuant to that certain Mortgage, al, Security Agreement, Fixture Filing and the Existing Administrative Agent, for its sons, which was recorded in the offices e jurisdictions set forth as item 1 on Annex d (ii) by the Mortgaged Properties located yoming Mortgage State Leases; and also secured pursuant to those certain xtracted Collateral, Security Agreements, rtgagor, in favor of (i) First American Title 0896 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 t:1e 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 Wy herein as the "Mortgages." ming Mortgages are collectively referred to F. The Borrower has requested and the Mortgagee and the Lenders have agreed to amend the Existing Credit Agreement and ente° 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 11 on Annex I attached hereto are amended and restated in their entirety to read as follows: "A. Caerus Operating LLC, a Delaware imited liability company (the "Borrower the Lenders, the Mortgagee, as administrativ agent for the Lenders and others, executed 509265- 1653- 13791984 Omnibus Amendment (Caerus No thern Rockies LLC) 2 0897 509265- 1653- 13791984 that certain Credit Agreement, dated May December 1, 2010, amended and restated o supplemented from time to time, the "Cre terms and conditions stated therein, the extensions of credit to the Borrower. B. The Borrower, the Mortgagor, any G may enter into Swap Agreements the obliga and Other Secured Parties, constitute Sec Agreement) (the Loan Documents and the Transaction Documents 4. Section 1.03 of each of the Mortga hereto is hereby amended to include where alphabeti 'Excluded Swap Obligation" means with r (a "Swap Obligation to pay or perform under constitutes a "swap" within the meaning of section and to the extent that, all or a portion of the guara such Credit Party of a security interest to secure, guarantee thereof) is or becomes illegal under t regulation, or order of the Commodity Futures official interpretation of any thereof) by virtue o "eligible contract participant," as defined in the Co thereunder, at the time the guarantee of (or grant of Guarantor becomes or would become effective with other Swap Obligation designated as an "Exclude specified in any agreement between the relevant C such Swap Obligations. If a Swap Obligation arise than one Swap, such exclusion shall apply only to attributable to Swaps for which such guarantee or se "Governmental Authority" means the gover other nation or any political subdivision thereof, authority, instrumentality, regulatory body, court executive, legislative, judicial, taxing, regulatory pertaining to government." 5. Section 1.03 of each of the Mortga hereto is hereby amended such that the followin appearing for such defined terms: 'Other Secured Persons" means each Len Bank, each Lender or Affiliate of a Lender whi Indemnified Party and any legal owner, holder, a Obligations (including any counterparty to a Swap thereunder constitute Secured Obligations (as define Omnibus Amendment (Caerus No thern Rockies LLC) 3 14, 2010 (such agreement, as amended on 0 8 98 June 18, 2013, and as may be amended or it Agreement") pursuant to such, upon the enders agreed to make loans and other arantor and any Subsidiary of the Borrower ons under which, in favor of the Mortgagee red Obligations (as defined in the Credit wap Agreements, collectively, the "Secured es listed in items 1-3 on Annex I attached ally appropriate the following definitions: spect to any Credit Party, (a) any obligation y agreement, contract, or transaction that 1 a(47) of the Commodity Exchange Act, if, tee of such Credit Party of, or the grant by applicable, such Swap Obligation (or any e Commodity Exchange Act or any rule, rading Commission (or the application or such Guarantor's failure to constitute an modity Exchange Act and the regulations uch security interest by, as applicable) such respect to such Swap Obligation or (b) any Swap Obligation" of such Guarantor as edit Parties and counterparty applicable to under a master agreement governing more he portion of such Swap Obligation that is urity interest is or becomes illegal. ent of the United States of America, any whether state or local, and any agency, central bank or other entity exercising administrative powers or functions of or es listed in items 1-3 on Annex I attached definitions shall replace those presently er, the Administrative Agent, each Issuing is party to the Credit Agreement, each signee or pledgee of any of the Secured greement to the extent that the obligations in the Credit Agreement))." 6. Section 1.03 of each of the Mortga hereto is hereby amended such that term "buildings Gas Properties" wherever it may appear in said defi 7. Section 2.01 of each of the Mortga hereto is hereby amended and restated to add t paragraph of such Section: "Notwithstanding any provision in this M Building (as defined in the applicable Flood Insur Home (as defined in the applicable Flood Insuran "Mortgaged Property" and no Building or Manufac by this Mortgage. As used herein, "Flood Insuran Flood Insurance Act of 1968 as now or hereafter in Flood Disaster Protection Act of 1973 as now or thereto, (iii) the National Flood Insurance Reform seq.), as the same may be amended or recodified Reform Act of 2004 and (v) the Biggert- Waters Fl regulations issued in connection therewith by the Federal Reserve Board and other Governmental reformed or otherwise modified from time to ti promulgated thereunder." 8. Section 2.03 of each Mortgage listed hereby amended and restated in its entirety to read a "Section 2.03 Secured Obligations. This Mortgagor to secure and enforce the following (the (a) Payment of and performance of indemnities, reimbursements, obligations and liabili Guarantor (including interest accruing during the proceeding, regardless of whether allowed or all proceeding) pursuant to the Credit Agreement, the other Loan Document, whether now existing or principal amount of Four Hundred Million United final maturity on or before June 18, 2018, incl Agreements executed from time to time by the B under or pursuant to the Credit Agreement and a undrawn portions under any Letter of Credit no pursuant to the Credit Agreement. (b) Any sums which may be advanced o the Mortgagee or any Other Secured Person under th any Loan Document on account of the failure of Borrower's Subsidiaries to comply with the coven Credit Agreement or any other Loan Document wh 509265 -1653- 13791984 Omnibus Amendment (Caerus No thern Rockies LLC) 4 es listed in items 1-3 on Annex I attached 0899 is redacted from the definition of "Oil and ition. es listed as items 1-3 on Annex I attached e following paragraph as the penultimate rtgage to the contrary, in no event is any nce Regulation) or Manufactured (Mobile) e Regulation) included in the definition of ured (Mobile) Home is hereby encumbered e Regulations" shall mean (i) the National fect or any successor statute thereto, (ii) the ereafter in effect or any successor statute Act of 1994 (amending 42 USC 4001, et. rom time to time, (iv) the Flood Insurance od Insurance Reform Act of 2012 and the ffice of the Controller of the Currency, the uthorities, each as it may be amended, e and together with and any regulations in items 1-3 on Annex I attached hereto is follows: ortgage is executed and delivered by the ecured Obligations ny and all indebtedness, fees, interest, ies of the Borrower, the Mortgagor or any pendency of an insolvency or liquidation wable in such insolvency or liquidation uaranty Agreement, this Mortgage or any ereafter arising and being in the original States Dollars (US $400,000,000.00) with ding performance of all Letter of Credit rrower or any Subsidiary of the Borrower 1 reimbursement obligations for drawn or outstanding or hereafter issued under or paid by the Trustee (where applicable) or terms hereof or of the Credit Agreement or e Borrower, the Mortgagor or any of the s of the Mortgagor contained herein, in the ther pursuant to Section 4.09 or otherwise and all other obligations, liabilities and indebtedness Guarantor arising pursuant to the provisions of this (c) Any additional loans made by the the Mortgagor or any other Guarantor. It is conte may lend additional sums to the Borrower or the obligated to do so, and the Mortgagor agrees that a this Mortgage. (d) Payment of and performance of any any Person who was a Lender or any Affiliate of a under the Credit Agreement prior to June 18, 201 Borrower or any Subsidiary and such Person ente Affiliate of a Lender) under the Credit Agreement under the Credit Agreement prior to June 18, 201 owing by Borrower under Swap Agreements entere Affiliate, the Person affiliated therewith) is no lon "Secured Obligations" hereunder and (ii) amounts forward transaction, which is governed by docum documentation produced by NAESB or similar d. Obligations" hereunder (it being understood, for avo derivatives transactions are not covered by this claus (e) Payment of and performance of any nd all present or future obligations owing to a Lender or an Affiliate of a Lender, which such Peron (or in the case of an Affiliate, the Person affiliated therewith) is a Lender, whether absolute o contingent and howsoever and whensoever created, arising, evidenced or acquired, of the Bo ower, 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 contrar 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 1-3 on Annex I attached hereto is hereby amended such that the word "Agreement" a.pearing in the first sentence thereof shall be replaced with the word "Mortgage 10. All references to "Indebtedness" i the Mortgages shall be replaced with a reference to "Secured Obligations (as defined in the redit Agreement) 11. The Mortgagor hereby confirms that, absolutely and unconditionally granted, bargaine transferred, conveyed, pledged and hypothecated unconditionally further grants, bargains, sells, warr pledges and hypothecates to (as applicable), to (i) 509265- 1653 13791984 u 41 Omnibus Amendment (Caerus No thern Rockies LLC) 5 of the Borrower, the Mortgagor or any other ortgage or any Loan Document. ortgagee or any Lender to the Borrower or plated that the Mortgagee and the Lenders ortgagor from time to time, but shall not be y such additional loans shall be secured by nd all present or future obligations owing to ender (or a lender or an Affiliate of a lender under any Swap Agreement between the ed into while Person was a Lender (or an r was a lender (or an Affiliate of a Lender) provided that (i) amounts owing or to be into after such Person (or in the case of its er a Lender hereunder shall not constitute wing in respect of any physical commodity ntation, such as a forward sales contract, cumentation, shall not constitute "Secured dance of doubt, that cash settled commodity (ii)). pursuant to the Mortgages, it has heretofore sold, warranted, assigned, mortgaged, as applicable), and hereby absolutely and nts, assigns, mortgages, transfers, conveys, the Trustee and Trustee's successors and substitutes in trust hereunder, in trust with pow Mortgagee, or (ii) the Mortgagee, and it has he Mortgagee, for its benefit and the benefit of the Property or UCC Collateral, as applicable; arovid granting of the Mortgaged Property shall not appl extent that the Mortgagee has heretofore expressl Property from the Mortgages. 12. The parties hereto hereby acknowl amended, changed or modified hereby, the Mortga accordance with their terms. None of the rights, title Mortgages are hereby released, diminished or impa covenants, representations and warranties made in th 13. With respect to each Mortgage being Omnibus Amendment shall be construed under and Mortgaged Property is located. 14. This Omnibus Amendment may be e not be necessary that the signatures of all parties hereof. 15. With respect to each Mortgage bein each of the jurisdictions listed on Annex I attached requirements of such jurisdictions, Exhibit A to eac respective Mortgage amended hereby. Only tho Mortgaged Property in the jurisdiction in which a attached to such counterpart as Exhibit A thereto. 509265 -1653- 13791984 [SIGNATURES BEG NEXT PAGE] Omnibus Amendment (Caerus No thern Rockies LLC) 6 r of sale, for the use and benefit of the etofore granted a security interest to the Other Secured Persons, in the Mortgaged d that the foregoing confirmation and re- to any of the Mortgaged Property to the released in writing any such Mortgaged dge and agree that except as specifically es shall remain in full force and effect in and interests existing and to exist under the ed, and the Mortgagor hereby reaffirms all Mortgages. mended by this Omnibus Amendment, this governed by laws of the state in which the ecuted in multiple counterparts, and it shall ereto be contained on any one counterpart amended by this Omnibus Amendment in ereto, and in conformity with the recording such Mortgage is hereby re- attached to the e portions of such Exhibit A describing ounterpart hereof is being recorded will be MORTGAGOR STATE OF COUNTY OF Seal: EXECUTED this of 2013 to be effective as of the Effective Date. Wyoming Ackno ledgement Signature Page to Omnibus Amendment aerus Northern Rockies LLC) 0902 AERUS NORTHERN ROCKIES LLC y: Name: Title: The foregoing instrument was acknowledg:d before me on this day of 2013, by the of CAERUS NORTHERN ROCKIES LLC, a Delaware limited liability co pany, on behalf of said limited liability company. Notary Public Seal: EXECUTED this day of 2013, o be effective as of the Effective Date. STATE OF TEXAS COUNTY OF HARRIS By: This instrument was acknowledged before me on 2013 by Ryan A. Fuessel, Senior Vice President of JPMorgan Chase I: ank, N.A., a national banking association, on behalf of such association. Notary Public JPMor an Chase Bank, N.A., as Adm nistrative Agent Name: yan A. Fuessel Title: .enior Vice President Signature Page to Omnibus Amendment aerus 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, Pege 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 JURISDICTION FILING INFORMATION RMATION FILE DATE Duchesne County, Utah Book M355, Fage 682 1/10/11 Uintah County, Utah Book 1218, Page 364 12/27/10 JURISDICTION 'FILING INF RMATION FILE DATE Sublette County, Wyoming Book 144, Pa e 276 1/3/11 509265 -1653- 13791984 ANNEX I RECORDING S SHEDULE CAERUS KANSAS LLC, CAERUS SOUT ER ROCKIES LLC AND CAERUS NORTHERN ROCKIES LLC, EAC AS A MORTGAGOR AND JPMORGAN CHASE BANK, N.A., A ADMINISTRATIVE AGENT 1. Mortgage, Deed of Trust, Assignment of A.- Extracted Collateral, Security Agreement, Fixture Filing and Financing Statement from Caeru• Northern Rockies LLC to JPMorgan Chase Bank, N.A., as Administrative Agent, filed as follow.: 3. Mortgages, Deeds of Trust, Assignme s of As- Extracted Collateral, Security Agreements, Fixture Filings and Financing Statem nts from Caerus Northern Rockies LLC to JPMorgan Chase Bank, N.A., as Administrative Age t, filed as follows: 3. Mortgages, Deeds of Trust, Assignmen s of As- Extracted Collateral, Security Agreements, Fixture Filings and Financing Statem nts from Caerus Northern Rockies LLC to JPMorgan Chase Bank, N.A., as Administrative Age t, filed as follows: 0904 509265-1653-13791984 EXHIBI (See attac A ed) 0905 cn w c 0) C c c (0 Oo (0 I 1 m 1TI 1111111111111 11 1111111111111 1 1111111111111111111 1 111111111 H 1111 r z 0 0 r z E 6 39Vd 9 0 F X008 0 0 c z •�C