EXHIBIT 10.10
FIRST SUPPLEMENT AND AMENDMENT TO DEED OF TRUST, MORTGAGE,
LINE OF CREDIT MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT,
FIXTURE FILING AND FINANCING STATEMENT
THIS FIRST SUPPLEMENT AND AMENDMENT TO DEED OF TRUST, MORTGAGE, LINE OF
CREDIT MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT, FIXTURE FILING AND FINANCING
STATEMENT (this "Supplement") is entered into as of the effective time and date
hereinafter stated (the "Effective Date") by ST. MARY LAND & EXPLORATION
COMPANY ("Parent"), a Delaware corporation (Taxpayer I.D. No. 41-0518430); ST.
MARY ENERGY COMPANY ("Energy"), a Delaware corporation (Taxpayer I.D. No.
76-0554924); NANCE PETROLEUM CORPORATION ("Nance"), a Montana corporation
(Taxpayer I.D. No. 81-0309883); ST. MARY MINERALS INC. ("Minerals"), a Colorado
corporation (Taxpayer I.D. No. 84-1200318); ROSWELL, L.L.C. ("Roswell"), a Texas
limited liability company (Taxpayer I.D. No. 74-2788509); and ST. MARY OPERATING
COMPANY ("Operating"), a Colorado corporation (Taxpayer I.D. No. 84-0723492)
(individually and collectively called "Mortgagor"); to Jay Chernosky, as Trustee
with respect to Property located in the State of Texas, whose address for notice
is 1001 Fannin Street, Suite 2255, Houston, Texas 77002, and First American
Title Company of Utah, as Trustee for Property located in the State of Utah,
whose address for notice is 3300 East 400 South, Salt Lake City, Utah 84111, in
both cases for the benefit of WACHOVIA BANK, NATIONAL ASSOCIATION, as
Administrative Agent (in such capacity, the "Agent") for the lenders
(collectively, the "Lenders") party to the hereinafter defined Credit Agreement.
RECITALS
A. Parent, Bank of America, N.A., as Agent (the "Former Agent") and the
"Former Lenders" (as hereinafter defined) entered into that certain Credit
Agreement dated as of June 30, 1998, by and among Parent, the Former Agent, and
each of the lenders (collectively the "Former Lenders") party thereto (together
with all amendments or modifications thereof and supplements thereto the
"Existing Credit Agreement").
B. The indebtedness of the Parent under or in connection with the Existing
Credit Agreement is secured by, among other things, that certain Deed of Trust,
Mortgage, Line of Credit Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated May 2, 2002, from Mortgagor to Agent
(together with all supplements and amendments thereto, the "Mortgage").
C. The Mortgage was duly recorded as set forth on Schedule I attached
hereto and made a part hereof for all purposes.
D. By separate Assignment of Note and Liens dated of even date herewith,
each of the Former Lenders assigned to the Former Agent all indebtedness of
Parent owing to such Former Lender under or in connection with the Existing
Credit Agreement (all such indebtedness herein and in the Mortgage called the
"Assigned Indebtedness"), together with their beneficial interest in and to all
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liens securing the payment thereof including, without limitation, the liens
created by and existing under the Mortgage.
E. By Assignment of Undivided Interest in Notes and Liens dated of even
date herewith, the Former Agent has assigned to Agent the Assigned Indebtedness
and all liens securing the payment thereof including, without limitation, the
liens created by and existing under the Mortgage.
F. Parent, Agent and the Lenders have entered into that certain Credit
Agreement dated of even date herewith (together with all amendments or
modifications thereof and supplements thereto, the "Credit Agreement"), the
initial advance of loan proceeds thereunder to be used to renew, extend,
rearrange and modify the Assigned Indebtedness.
G. Energy, Nance and Operating have guaranteed the prompt payment and
performance of all indebtedness, obligations and liabilities of the Parent to
the Lenders and/or Agent pursuant to the terms and conditions of the "Guaranty
Agreement" (as defined in the Credit Agreement).
H. In view of the foregoing, Mortgagor and Agent mutually desire to
supplement and amend the Mortgage as hereinafter provided.
NOW, THEREFORE, for good and valuable consideration in hand paid by
Mortgagor to Agent and in consideration of the debts and trusts hereinafter
mentioned, the receipt and sufficiency of all of which is hereby acknowledged,
Mortgagor and Agent do hereby agree as follows:
1. All capitalized terms used but not defined herein shall have the
meanings assigned to such terms in the Mortgage, as supplemented and amended
hereby.
2. All references in the Mortgage to "this Mortgage" shall mean the
Mortgage as supplemented and amended hereby and as the same may from time to
time be further amended or supplemented.
3. All references in the Mortgage to "Credit Agreement" shall mean the
Credit Agreement (as defined in the Recitals hereto).
4. All references in the Mortgage to "Agent" shall mean Wachovia Bank,
National Association, as Administrative Agent for the Lenders.
5. All references in the Mortgage to "Lenders" shall mean the Lenders now
or hereafter party to the Credit Agreement.
6. All references in the Mortgage to "Trustee" shall mean (a) with respect
to Property located in the State of Texas, Jay Chernosky, as Trustee for the
benefit of Agent, whose address for notice is 1001 Fannin Street, Suite 2255,
Houston, Texas 77002, and (b) with respect to Property located in the State of
Utah, First American Title Company of Utah, as Trustee for the benefit of Agent,
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whose address for notice is 3300 East 400 South, Salt Lake City, Utah 84111.
7. All references in the Mortgage to "secured indebtedness" shall mean all
indebtedness, obligations and liabilities of Mortgagor referred to in Section
1.3 of the Mortgage, as amended and supplemented hereby, together with any and
all renewals, rearrangements, modifications, increases and extensions thereof.
8. All references in the Mortgage to "Notes" shall mean the promissory
notes issued, executed and delivered by the Parent to the Lenders under the
Credit Agreement, together with any and all renewals, rearrangements,
modifications, increases and extensions thereof.
9. All references in the Mortgage to "Loan Documents" shall mean the Loan
Documents (as defined in the Credit Agreement).
10. Section 1.3 of the Mortgage is hereby amended in its entirety to read
as follows:
"Section 1.3 Secured Indebtedness. This Mortgage is executed and
---------------------
delivered by the Mortgagor to secure and enforce the payment and
performance of the following:
(a) Payment of and performance of any and all indebtedness,
obligations and liabilities, including interest (including, without
limitation, interest accruing after the maturity of the "Loans" (as
defined in the hereinafter defined Credit Agreement) made by each
Lender and interest accruing after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or
like proceeding, relating to the Parent, whether or not a claim for
post-filing or post-petition interest is allowed in such proceeding)
of the Parent whether now existing or hereafter arising under or in
connection with that certain Credit Agreement dated as of January 27,
2003, by and among Parent, Agent and the Lenders (as the same may from
time to time be amended or supplemented, the "Credit Agreement") or
any other "Loan Document" (as defined in the Credit Agreement),
including, without limitation, the "Notes" (as defined in the Credit
Agreement) in the aggregate original principal amount of $300,000,000
with final maturity on or before January 27, 2006. To the extent set
forth in the Credit Agreement, the Loans made by the Lenders to the
Parent under the Credit Agreement represent a renewal, extension,
rearrangement and modification of the Assigned Indebtedness.
(b) Payment and performance of any and all indebtedness,
obligations and liabilities of Energy, Nance and Operating whether now
existing or hereafter arising under or in connection with the
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"Guaranty Agreement" (as defined in the Credit Agreement).
(c) Any sums which may be advanced or paid by the Agent or any
Lender under the terms hereof or of the Credit Agreement or any Loan
Document on account of the failure of the Mortgagor to comply with the
covenants of the Mortgagor contained herein or in the Credit Agreement
or any other Loan Document; and all other indebtedness of the
Mortgagor arising pursuant to the provisions of this Mortgage.
(d) Payment of and performance of any and all present or future
obligations of the Mortgagor according to the terms of any present or
future interest rate or currency swap, rate cap, rate floor, rate
collar, forward rate agreement or other exchange or rate protection
agreements or any option with respect to any such transaction now
existing or hereafter entered into between the Mortgagor and any
Lender (or any Affiliate of such Lender).
(e) Payment of and performance of any and all present or future
obligations of the Mortgagor according to the terms of any present or
future swap agreements, cap, floor, collar, forward agreement or other
exchange or protection agreements relating to crude oil, natural gas
or other hydrocarbons or any option with respect to any such
transaction now existing or hereafter entered into between the
Mortgagor and any Lender (or any Affiliate of such Lender).
(f) Performance of all "Letter of Credit Agreements" (as defined
in the Credit Agreement) executed from time to time by the Parent or
any Subsidiary of the Parent under or pursuant to the Credit Agreement
and all reimbursement obligations for drawn or undrawn portions under
any "Letter of Credit" (as defined in the Credit Agreement) now
outstanding or hereafter issued under or pursuant to the Credit
Agreement."
11. Mortgagor hereby confirms that it has heretofore granted, bargained,
sold, conveyed, transferred, assigned, set over, mortgaged, warranted, pledged
and hypothecated to the Former Agent, and granted a security interest to the
Former Agent in, the "Property" (as defined in the Mortgage), and Mortgagor
hereby further grants, bargains, sells, conveys, transfers, assigns, sets over,
mortgages, warrants, pledges and hypothecates to Agent, and grants a security
interest to Agent in, the Property, to secure the payment and performance of the
"secured indebtedness" (as such term has been amended hereby).
12. Mortgagor hereby confirms that it has heretofore absolutely and
unconditionally assigned, transferred and set over and does hereby absolutely
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and unconditionally assign, transfer and set over to Agent, its successors and
assigns, all of the "Production" (as defined in the Mortgage) which accrues to
Mortgagor's interest in the Mortgaged Properties, and all Production Proceeds
(as defined in the Mortgage), together with the immediate and continuing right
to collect and receive all such Production Proceeds.
13. The parties hereto hereby acknowledge and agree that except as
specifically amended, changed or modified hereby, the Mortgage shall remain in
full force and effect in accordance with its terms. None of the rights, titles
and interests existing and to exist under the Mortgage are hereby released,
diminished or impaired, and Mortgagor hereby reaffirms all covenants,
representations and warranties made in the Mortgage.
14. This Supplement may be executed in two or more counterparts, and it
shall not be necessary that the signatures of all parties hereto be contained on
any one counterpart hereof.
15. For purposes of Louisiana law, including but not limited to the
availability of executory process, Mortgagor has appeared on this date before
the undersigned Notary Public and witnesses in order to execute this Supplement.
Mortgagor attaches, as Annex I, to counterparts hereof being recorded in
Louisiana certified resolutions of its Board of Directors authorizing the
execution and delivery of this Mortgage. Mortgagor acknowledges that no
promissory note or other instrument has been presented to the undersigned Notary
Public to be paraphed for identification herewith.
[SIGNATURES BEGIN NEXT PAGE]
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THUS DONE AND PASSED this 24th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Mortgagor and
me, Notary, after reading of the whole.
WITNESSES: ST. MARY LAND & EXPLORATION
/s/ KAREN M. POLLY COMPANY
- -----------------------------------
Name: Karen M. Polly
----------------------------
By: /s/ MILAM RANDOLPH PHARO
------------------------------------
Milam Randolph Pharo
/s/ ROBERT T. HANLEY Vice President - Land & Legal
- -----------------------------------
Name: Robert T. Hanley
----------------------------
/s/ JAMES C. ROBERTSON
-----------------------------------------
NOTARY PUBLIC
The address and tax identification number of Parent are:
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Denver County)
Taxpayer ID. No. 41-05 18430
The address of Agent is:
201 South College Street
8th Floor NC 0680
Charlotte, NC 28288
The addresses of Trustees are:
Jay Chernosky
1001 Fannin Street, Suite 2255
Houston, Texas 77002
The First American Title Company of Utah
3300 East 400 South
Salt Lake City, Utah 84111
This instrument prepared by:
Craig W. Murray
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, TX 77002
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STATE OF COLORADO ss.
ss.
COUNTY OF DENVER ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 24th day of January, 2003, THERE
personally appeared before me: Milam Randolph Pharo, the Vice President - Land
& Legal of St. Mary Land & Exploration Company, a Delaware corporation,
known to me to be such officer, such corporation being a party to the foregoing
instrument.
MONTANA, NEW The foregoing instrument was acknowledged before me on this
MEXICO, NORTH day, by such person, the above designated officer of the
DAKOTA corporation specified following such person's name, on
OKLAHOMA, TEXAS, behalf of said corporation.
UTAH, WYOMING and
LOUISIANA On this date before me, the undersigned authority,
personally came and appeared such person, to me personally
known and known by me to be the person whose genuine
signature is affixed to the foregoing document as the above
designated officer of the corporation specified following
such person's name, who signed said document before me in
the presence of the two witnesses, whose names are thereto
subscribed as such, being competent witnesses, and who
acknowledged, in my presence and in the presence of said
witnesses, that he signed the above and foregoing document
as his own free act and deed on behalf of such corporation
by authority of its board of directors and as the free act
and deed of such corporation and for the uses and purposes
therein set forth and apparent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
City of Denver, Denver County, Colorado on the day and year first above written.
/s/ JAMES C. ROBERTSON
-----------------------------------------------
NOTARY PUBLIC, in and for the State of Colorado
James C. Robertson
-----------------------------------------------
My commission expires: (printed name)
Feb. 14, 2005
- ---------------------
[SEAL]
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THUS DONE AND PASSED this 24th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Mortgagor and
me, Notary, after reading of the whole.
WITNESSES: ST. MARY ENERGY COMPANY
/s/ KAREN M. POLLY
- -----------------------------------
Name: Karen M. Polly
----------------------------
By: /s/ MILAM RANDOLPH PHARO
----------------------------------
Milam Randolph Pharo
/s/ ROBERT T. HANLEY Vice President - Land & Legal
- -----------------------------------
Name: Robert T. Hanley
----------------------------
/s/ JAMES C. ROBERTSON
------------------------------------------
NOTARY PUBLIC
The address and tax identification number of Energy are:
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Denver County)
Taxpayer ID. No. 76-0554924
STATE OF COLORADO ss.
ss.
COUNTY OF DENVER ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 24th day of January, 2003, there
personally appeared before me: Milam Randolph Pharo, the Vice President - Land
& Legal of St. Mary Energy Company, a Delaware corporation, known to me to
be such officer, such corporation being a party to the foregoing instrument.
MONTANA, NEW The foregoing instrument was acknowledged before me on this
MEXICO, NORTH day, by such person, the above designated officer of the
DAKOTA corporation specified following such person's name, on
OKLAHOMA, TEXAS, behalf of said corporation.
UTAH, WYOMING and
LOUISIANA On this date before me, the undersigned authority,
personally came and appeared such person, to me personally
known and known by me to be the person whose genuine
signature is affixed to the foregoing document as tile above
designated officer of the corporation specified following
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such person's name, who signed said document before me in
the presence of the two witnesses, whose names are thereto
subscribed as such, being competent witnesses, and who
acknowledged, in my presence and in tile presence of said
witnesses, that he signed the above and foregoing document
as his own free act and deed on behalf of such corporation
by authority of its board of directors and as the free act
and deed of such corporation and for the uses and purposes
therein set forth and apparent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
City of Denver, Denver County, Colorado on the day and year first above written.
/s/ JAMES C. ROBERTSON
-------------------------------------------------
NOTARY PUBLIC, in and for the State of Colorado
James C. Robertson
-------------------------------------------------
My commission expires: (printed name)
Feb. 14, 2005
- ---------------------
[SEAL]
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THUS DONE AND PASSED this 24th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Mortgagor and
me, Notary, after reading of the whole.
WITNESSES: NANCE PETROLEUM CORPORATION
/s/ KAREN M. POLLY
- -----------------------------------
Name: Karen M. Polly
----------------------------
By: /s/ ROBERT T. HANLEY
------------------------------------
Robert T. Hanley
/s/ RICHARD C. NORRIS Vice President and Treasurer
- -----------------------------------
Name: Richard C. Norris
----------------------------
/s/ JAMES C. ROBERTSON
------------------------------------------
NOTARY PUBLIC
The address and tax identification number of Nance are:
550 North 31st Street, Suite 500
Billings, Montana 59101
(Yellowstone County)
Taxpayer ID. No. 8 1-0309883
STATE OF COLORADO ss.
ss.
COUNTY OF DENVER ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 24TH day of January, 2003, there
personally appeared before me: Robert T. Hanley, the Vice President and
Treasurer of Nance Petroleum Corporation, a Montana corporation, known to me to
be such officer, such corporation being a party to the foregoing instrument.
MONTANA, NEW The foregoing instrument was acknowledged before mc on this
MEXICO, NORTH day, by such person, the above designated officer of the
DAKOTA corporation specified following such person's name, on
OKLAHOMA, TEXAS, behalf of said corporation.
UTAH, WYOMING and
LOUISIANA On this date before me, the undersigned authority,
personally came and appeared such person, to me personally
known and known by me to be the person whose genuine
signature is affixed to the foregoing document as the above
designated officer of the corporation specified following
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such person's name, who signed said document before me in
the presence of the two witnesses, whose names are thereto
subscribed as such, being competent witnesses, and who
acknowledged, in my presence and in the presence of said
witnesses, that he signed the above and foregoing document
as his own free act and deed on behalf of such corporation
by authority of its board of directors and as the free act
and deed of such corporation and for the uses and purposes
therein set forth and apparent.
IN WITNESS WHEREOF. I have hereunto set my hand and official seal in the
City of Denver, Denver County, Colorado, on the day and year first above
written.
/s/ JAMES C. ROBERTSON
-------------------------------------------------
NOTARY PUBLIC, in and for the State of Colorado
James C. Robertson
-------------------------------------------------
My commission expires: (printed name)
Feb. 14, 2005
- ---------------------
[SEAL]
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0THUS DONE AND PASSED this 24th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Mortgagor and
me, Notary, after reading of the whole.
WITNESSES: ST. MARY MINERALS INC.
/s/ KAREN M. POLLY
- -----------------------------------
Name: Karem M. Polly
----------------------------
By: /s/ RICHARD C. NORRIS
-----------------------------------
Richard C. Norris
/s/ ROBERT T. HANLEY Vice President - Finance
- -----------------------------------
Name: Robert T. Hanley
----------------------------
/s/ JAMES C. ROBERTSON
------------------------------------------
NOTARY PUBLIC
The address and tax identification number of Minerals are:
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Denver County)
Taxpayer ID. No. 84-12003 18
STATE OF COLORADO ss.
ss.
COUNTY OF DENVER ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 24th day of January, 2003, there
personally appeared before me: Richard C. Norris, the Vice President - Finance
of St. Mary Minerals Inc., a Colorado corporation, known to me to be such
officer, such corporation being a party to the foregoing instrument.
MONTANA, NEW The foregoing instrument was acknowledged before me on this
MEXICO, NORTH day, by such person, the above designated officer of the
DAKOTA corporation specified following such person's name, on
OKLAHOMA, TEXAS, behalf of said corporation.
UTAH, WYOMING and
LOUISIANA On this date before me, the undersigned authority,
personally came and appeared such person, to me personally
known and known by me to be the person whose genuine
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signature is affixed to the foregoing document as the above
designated officer of the corporation specified following
such person's name, who signed said document before me in
the presence of the two witnesses, whose names are thereto
subscribed as such, being competent witnesses, and who
acknowledged, in my presence and in the presence of said
witnesses, that he signed the above and foregoing document
as his own free act and deed on behalf of such corporation
by authority of its board of directors and as the free act
and deed of such corporation and for the uses and purposes
therein set forth and apparent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
City of Denver, Denver County, Colorado, on the day and year first above
written.
/s/ JAMES C. ROBERTSON
-----------------------------------------------
NOTARY PUBLIC, in and for the State of Colorado
James C. Robertson
-----------------------------------------------
My commission expires: (printed name)
Feb. 14, 2005
- ---------------------
[SEAL]
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THUS DONE AND PASSED this 24th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Mortgagor and
me, Notary, after reading of the whole.
WITNESSES: ROSWELL, L.L.C.
/s/ KAREN M. POLLY
- -----------------------------------
Name: Karen M. Polly By: St. Mary Land & Exploration
---------------------------- Company, as Member
/s/ ROBERT T. HANLEY By: /s/ MILAM RANDOLPH PHARO
- ----------------------------------- ------------------------------------
Name: Robert T. Hanley Milam Randolph Pharo
---------------------------- Vice President - Land & Legal
/s/ JAMES C. ROBERTSON
------------------------------------------
NOTARY PUBLIC
The address and tax identification number of Roswell are:
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Denver County)
Taxpayer ID. No. 74-2788509
STATE OF COLORADO ss.
ss.
COUNTY OF DENVER ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 24th day of January, 2003, there
personally appeared before me: Milam Randolph Pharo, the Vice President - Land
& Legal of St Mary Land & Exploration Company, a Delaware corporation,
in its capacity as a member of Roswell, L.L.C., a Texas limited liability
company, known to me to be such officer of such corporation, such corporation
acting in its capacity as member and on behalf of such limited liability
company, and such limited liability company being a party to the foregoing
instrument.
MONTANA, NEW The foregoing instrument was acknowledged before me on this
MEXICO, NORTH day, by such person, the above designated officer of St.
DAKOTA Mary Land & Exploration Company acting in its capacity
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OKLAHOMA, TEXAS, as member of the limited liability company specified
UTAH, following such person's name, on behalf of said corporation
WYOMING, acting ill its capacity as member of the limited liability
and company, and on behalf of said limited liability company.
LOUISIANA
On this date before me, the undersigned authority.
personally came and appeared such person, to me personally
known and known by me o be tile person whose genuine
signature is affixed to the foregoing document as the above
designated officer of the above mentioned corporation acting
in its capacity as member of the limited liability company
specified following such person's name, who signed said
document before me in the presence of the two witnesses,
whose names are thereto subscribed as such, being competent
witnesses, and who acknowledged, in my presence and in the
presence of said witnesses, that he signed the above and
foregoing document as his own free act and deed on behalf of
such corporation acting in its capacity as member of such
limited liability company, and on behalf of such limited
liability company, by authority of its board of directors
and by authority of its members, respectively, and as the
free act and deed of such corporation, acting in its
capacity as member of such limited liability company, and of
such limited liability company and for the uses and purposes
therein set forth and apparent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
City of Denver, Denver County, Colorado, on the day and year first above
written.
/s/ JAMES C. ROBERTSON
-------------------------------------------------
NOTARY PUBLIC, in and for the State of Colorado
James C. Robertson
-------------------------------------------------
My commission expires: (printed name)
Feb. 14, 2005
- ---------------------
[SEAL]
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THUS DONE AND PASSED this 24th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Mortgagor and
me, Notary, after reading of the whole.
WITNESSES: ST. MARY OPERATING COMPANY
/s/ KAREN M. POLLY
- -----------------------------------
Name: Karen M. Polly
----------------------------
By: /s/ MILAM RANDOLPH PHARO
-----------------------------------
Milam Randolph Pharo
/s/ ROBERT T. HANLEY Vice President - Land & Legal
- -----------------------------------
Name: Robert T. Hanley
----------------------------
/s/ JAMES C. ROBERTSON
------------------------------------------
NOTARY PUBLIC
The address and tax identification number of Operating are:
1776 Lincoln Street, Suite 1100
Denver, Colorado 80203
(Denver County)
Taxpayer ID. No. 84-0723492
STATE OF COLORADO ss.
ss.
COUNTY OF DENVER ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 24th day of January, 2003, there
personally appeared before me: Milam Randolph Pharo, the Vice President - Land
& Legal of St. Mary Operating Company, a Colorado corporation, known to me
to be such officer, such corporation being a party to the foregoing instrument.
MONTANA, NEW The foregoing instrument was acknowledged before me on this
MEXICO, NORTH day, by such person, the above designated officer of the
DAKOTA corporation specified following such person's name, on
OKLAHOMA, TEXAS, behalf of said corporation.
UTAH, WYOMING and
LOUISIANA On this date before me, the undersigned authority,
personally came and appeared such person, to me personally
known and known by me to be the person whose genuine
signature is affixed to the foregoing document as the above
designated officer of the corporation specified following
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such person's name, who signed said document before me in
the presence of the two witnesses, whose names are thereto
subscribed as such, being competent witnesses, and who
acknowledged, in my presence and in the presence of said
witnesses, that he signed the above and foregoing document
as his own free act and deed on behalf of such corporation
by authority of its board of directors and as the free act
and deed of such corporation and for the uses and purposes
therein set forth and apparent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in the
City of Denver, Denver County, Colorado, on the day and year first above
written.
/s/ JAMES C. ROBERTSON
----------------------------------------------------
NOTARY PUBLIC, in and for the State of Colorado
James C. Robertson
----------------------------------------------------
My commission expires: (printed name)
Feb. 14, 2005
- ---------------------
[SEAL]
-17-
THUS DONE AND PASSED this 27th day of January, 2003, to be effective,
however, as of January 27, 2003, in my presence and in the presence of the
undersigned competent witnesses who hereunto sign their names with Agent and me,
Notary, after reading of the whole.
WITNESSES: WACHOVIA BANK, NATIONAL
/s/ JEFF CARMICHAEL ASSOCIATION, as Administrative Agent
- -----------------------------------
Name: Jeff Carmichael
----------------------------
By: /s/ PHILIP J. TRINDER
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Name: Philip J. Trinder
/s/ LUKE ALBRECHT Title: Vice President
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Name: Luke Albrecht
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/s/ MICHELE J COX
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NOTARY PUBLIC
The address of Agent is:
201 South College Street
8th Floor NC 0680
Charlotte, North Carolina 28288
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
BE IT REMEMBERED THAT I, the undersigned authority, a notary public duly
qualified, commissioned, sworn and acting in and for the county and state
aforesaid, and being authorized in such county and state to take
acknowledgments, hereby certify that, on this 27th day of January, 2003, there
personally appeared before me: Philip J. Trinder, the Vice President of Wachovia
Bank, National Association, a national banking association, known to me to be
such officer, such banking association being a party to the foregoing
instrument.
MONTANA, NEW The foregoing instrument was acknowledged before me on this
MEXICO, NORTH day, by such person, the above designated officer of the
DAKOTA banking association specified following such person's name,
OKLAHOMA, TEXAS, on behalf of said banking association.
UTAH, WYOMING and
LOUISIANA On this date before me, the undersigned authority,
personally came and appeared such person, to me personally
known and known by me to be the person whose genuine
signature is affixed to the foregoing document as the above
designated officer of the banking association specified
following such person's name, who signed said document
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before me in the presence of the two witnesses, whose names
are thereto subscribed as such, being competent witnesses,
and who acknowledged, in my presence and in the presence of
said witnesses, that he signed the above and foregoing
document as his own free act and deed on behalf of such
banking association by authority of its board of directors
and as the free act and deed of such banking association and
for the uses and purposes therein set forth and apparent.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal in
the City of Houston, Harris County, Texas, on the day and year first above
written.
/s/ MICHELE J COX
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NOTARY PUBLIC, in and for the State of Texas
Michele J. Cox
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My commission expires: (printed name)
9-4-05
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[SEAL]
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