EXHIBIT 10.14
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); ST. MARY OPERATING
COMPANY ("Operating"), a Colorado corporation (Taxpayer I.D. No. 84-0723492) and
NPC Inc. ("NPC"), a Colorado corporation (Parent, Energy, Nance, Minerals,
Roswell, Operating and NPC being herein 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, the Agent and the Lenders entered into that certain Credit
Agreement dated as of January 27, 2003, by and among Parent, the Agent, and each
of the Lenders (together with all amendments or modifications thereof and
supplements thereto the "Credit Agreement").
B. The indebtedness of the Parent under or in connection with the 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 January 27, 2003, from Mortgagor to Agent
(together with all supplements and amendments thereto, the "Mortgage").
C. The Mortgage was duly recorded as set forth on Annex I attached hereto
and made a part hereof for all purposes.
D. Mortgagor hereby desires to supplement and amend the Mortgage by adding
to the Mortgaged Property described therein and covered thereby all rights,
titles, interests and estates now owned or hereafter acquired by Mortgagor in
and to the properties described on Exhibit A-1 attached hereto and made a part
hereof for all purposes.
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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:
ARTICLE I
Grant and Mortgage
------------------
Section 1.1 Mortgagor, for and in consideration of the sum of Ten Dollars
($10.00) to Mortgagor in hand paid, and in order to secure the payment of the
secured indebtedness referred to in the Mortgage, as supplemented and amended
hereby, and the performance of the obligations, covenants, agreements,
warranties and undertakings of Mortgagor described in the Mortgage, as
supplemented and amended hereby, does hereby (a) GRANT, BARGAIN, SELL, CONVEY,
TRANSFER, ASSIGN AND SET OVER to Jay Chernosky, as Trustee ("Trustee"), and
grant to Trustee a POWER OF SALE (pursuant to the Mortgage, as supplemented and
amended hereby, and applicable law) with respect to, those of the following
described properties, rights and interests which are located in (or cover
properties located in) the State of Utah and to which the laws of any such state
are applicable with respect to the Mortgage, as supplemented and amended hereby,
and/or the liens or security interests created hereby (the "Additional Deed of
Trust Mortgaged Properties"), and (b) MORTGAGE, ASSIGN, WARRANT, PLEDGE AND
HYPOTHECATE to Agent, and grant to Agent a POWER OF SALE (pursuant to the
Mortgage, as supplemented and amended hereby, and applicable law) with respect
to, all of the following described rights, interests and properties which were
not granted to Trustee in clause (a) above (including, without limitation, those
of the following described properties, rights and interests which are located in
(or cover properties located in ) the States of Montana, North Dakota or Wyoming
and to which the laws of any such state are applicable with respect to the
Mortgage, as supplemented and amended hereby, and/or the liens or security
interests created hereby) (the "Additional Other Mortgaged Properties"):
A. The oil, gas and/or other mineral properties, mineral servitudes,
and/or mineral rights which are described in Exhibit A-1 attached hereto and
made a part hereof;
B. Without limitation of the foregoing, all other right, title and
interest of Mortgagor of whatever kind or character (whether now owned or
hereafter acquired by operation of law or otherwise) in and to (i) the oil, gas
and/or mineral leases or other agreements described in Exhibit A-1 hereto, (ii)
the lands described or referred to in Exhibit A-1 (or described in any of the
instruments described or referred to in Exhibit A-1), without regard to any
limitations as to specific lands or depths that may be set forth in Exhibit A-1
hereto or in any of the leases or other agreements described in Exhibit A-1
hereto and (iii) any other lands (including submerged lands) located anywhere in
the United States of America;
C. All of Mortgagor's interest (whether now owned or hereafter
acquired by operation of law or otherwise) in and to all presently existing and
hereafter created oil, gas and/or mineral unitization, pooling and/or
communitization agreements, declarations and/or orders, and in and to the
properties, rights and interests covered and the units created thereby
(including, without limitation, units formed under orders, rules, regulations or
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other official acts of any federal, state or other authority having
jurisdiction), which cover, affect or otherwise relate to the properties, rights
and interests described in clause A or B above;
D. All of Mortgagor's interest in and rights under (whether now owned
or hereafter acquired by operation of law or otherwise) all presently existing
and hereafter created operating agreements, equipment leases, production sales
contracts, processing agreements, transportation agreements, gas balancing
agreements, farmout and/or farm-in agreements, salt water disposal agreements,
area of mutual interest agreements, and other contracts and/or agreements which
cover, affect, or otherwise relate to the properties, rights and interests
described in clause A, B or C above or to the operation of such properties,
rights and interests or to the treating, handling, storing, processing,
transporting or marketing of oil, gas, other hydrocarbons, or other minerals
produced from (or allocated to) such properties, rights and interests
(including, but not limited to, those contracts listed in Exhibit A-1 hereto),
as same may be amended or supplemented from time to time;
E. All of Mortgagor's interest (whether now owned or hereafter
acquired by operation of law or otherwise) in and to all improvements, fixtures,
movable or immovable property and other real and/or personal property
(including, without limitation, all wells, pumping units, wellhead equipment,
tanks, pipelines, flow lines, gathering lines, compressors, dehydration units,
separators, meters, buildings, injection facilities, salt water disposal
facilities, and power, telephone and telegraph lines), and all easements,
servitudes, rights-of-way, surface leases, licenses, permits and other surface
rights, which are now or hereafter used, or held for use, in connection with the
properties, rights and interests described in clause A, B or C above, or in
connection with the operation of such properties, rights and interests, or in
connection with the treating, handling, storing, processing, transporting or
marketing of oil, gas, other hydrocarbons, or other minerals produced from (or
allocated to) such properties, rights and interests; and
F. All rights, estates, powers and privileges appurtenant to the
foregoing rights, interests and properties.
TO HAVE AND TO HOLD (a) the Additional Deed of Trust Mortgaged Properties
unto the Trustee, and its successors or substitutes in this trust, and to its or
their successors and assigns, in trust, however, upon the terms, provisions and
conditions herein set forth, and (b) the Additional Other Mortgaged Properties
unto Agent, and Agent's successors and assigns, upon the terms, provisions and
conditions herein set forth (the Additional Deed of Trust Mortgaged Properties
and the Additional Other Mortgaged Properties are herein sometimes collectively
called the "Additional Mortgaged Properties").
Section 1.2 Mortgagor hereby confirms that it has heretofore granted,
bargained, sold, conveyed, transferred, assigned, set over, mortgaged,
warranted, pledged and hypothecated to the Agent, and granted a security
interest to the Agent in, the "Property" (as such term is amended hereby), 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 defined in the Mortgage).
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Section 1.3 Mortgagor hereby confirms that it has heretofore absolutely and
unconditionally assigned, transferred and set over and does hereby absolutely
and unconditionally assign, transfer and set over to Agent, its successors and
assigns, all of the "Production" (as defined in the Mortgage, as supplemented
and amended hereby) which accrues to Mortgagor's interest in the "Mortgaged
Properties" (as such term is amended hereby), and all "Production Proceeds" (as
defined in the Mortgage, as supplemented and amended hereby), together with the
immediate and continuing right to collect and receive all such Production
Proceeds.
ARTICLE II
Definitions; References
-----------------------
Section 2.1 All capitalized terms used but not defined herein shall have
the meanings assigned to such terms in the Mortgage, as supplemented and amended
hereby.
Section 2.2 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.
Section 2.3 All references in the Mortgage to "Mortgaged Properties" are
hereby supplemented and amended to include the Additional Mortgaged Properties
as defined and described in this Supplement as if reference thereto were fully
made in the Mortgage at the time the Mortgage was executed and recorded.
Section 2.4 All references in the Mortgage to "Property" are hereby
supplemented and amended to include the Additional Mortgaged Properties as
defined and described in this Supplement as if reference thereto were fully made
in the Mortgage at the time the Mortgage was executed and recorded.
Section 2.5 All references in the Mortgage to "Schedule I" are hereby
amended and supplemented to include the Wells described on Schedule I-A attached
to this Supplement as if reference thereto were fully made in the Mortgage at
the time the Mortgage was executed.
Section 2.6 All references in the Mortgage to "Schedule I Wells" are hereby
amended and supplemented to include the Wells described on Schedule I-A attached
to this Supplement as if reference thereto were fully made in the Mortgage at
the time the Mortgage was executed.
ARTICLE III
Miscellaneous
-------------
Section 3.1 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.
Section 3.2 This Supplement may be executed in several counterparts, all of
which are identical, except that, (a) to facilitate recordation, certain
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counterparts hereof may include only that portion of Exhibit A which contains
descriptions of the properties located in (or otherwise subject to the recording
or filing requirements and/or protections of the recording or filing acts or
regulations of) the recording jurisdiction in which the particular counterpart
is to be recorded, and other portions of Exhibit A-I shall be included in such
counterparts by reference only and (b) Schedule I-A is attached only to the
master counterparts hereof being retained by Mortgagor and Agent.
[SIGNATURES BEGIN NEXT PAGE]
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EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16, 2003.
ST. MARY LAND & EXPLORATION
COMPANY
By: /s/ MILAM RANDOLPH PHARO
-----------------------------------
Milam Randolph Pharo
Vice President - Land & Legal
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
-6-
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 16th day of April, 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, The foregoing instrument was acknowledged before me on this
NORTH DAKOTA, day, by such person, the above designated officer of the
UTAH and WYOMING corporation specified following such person's name, on
behalf of said corporation.
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)
February 14, 2005
- ---------------------
[SEAL]
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EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16th, 2003.
ST. MARY ENERGY COMPANY
By: /s/ MILAM RANDOLPH PHARO
-----------------------------------
Milam Randolph Pharo
Vice President - Land & Legal
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 16th day of April, 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, The foregoing instrument was acknowledged before me on this
NORTH DAKOTA, day, by such person, the above designated officer of the
UTAH and WYOMING corporation specified following such person's name, on
behalf of said corporation.
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
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
-8-
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)
February 14, 2005
- ---------------------
[SEAL]
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EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16th, 2003.
NANCE PETROLEUM CORPORATION
By: /s/ ROBERT T. HANLEY
------------------------------------
Robert T. Hanley
Vice President and Treasurer
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 16TH day of April, 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, The foregoing instrument was acknowledged before mc on this
NORTH DAKOTA, day, by such person, the above designated officer of the
UTAH and WYOMING corporation specified following such person's name, on
behalf of said corporation.
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
-10-
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)
February 14, 2005
- ---------------------
[SEAL]
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EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16th, 2003.
ST. MARY MINERALS INC.
By: /s/ RICHARD C. NORRIS
-----------------------------------
Richard C. Norris
Vice President - Finance
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 16TH day of April, 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, The foregoing instrument was acknowledged before me on this
NORTH DAKOTA, day, by such person, the above designated officer of the
UTAH and WYOMING corporation specified following such person's name,on behalf
of said corporation.
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
-12-
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)
February 14, 2005
- ---------------------
[SEAL]
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EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16th, 2003.
ROSWELL, L.L.C.
By: St. Mary Land & Exploration
Company, as Member
By: /s/ MILAM RANDOLPH PHARO
-----------------------------------
Milam Randolph Pharo
Vice President - Land & Legal
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 16th day of April, 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, The foregoing instrument was acknowledged before me on this
NORTH DAKOTA, day, by such person,the above designated officer of St. Mary
UTAH and WYOMING Land & Exploration Company acting in its capacity as
member of the limited liability company specified following
such person's name, on behalf of said corporation acting ill
its capacity as member of the limited liability company, and
on behalf of said limited liability company.
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
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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)
February 14, 2005
- ---------------------
[SEAL]
-15-
EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16th, 2003.
ST. MARY OPERATING COMPANY
By: /s/ MILAM RANDOLPH PHARO
----------------------------------
Milam Randolph Pharo
Vice President - Land & Legal
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 16th day of April, 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, The foregoing instrument was acknowledge before me on this
NORTH DAKOTA, day, by such person, the above designated officer of the
UTAH and WYOMING corporation specified following such person's name, on
behalf of said corporation.
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
-16-
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)
February 14, 2005
- ---------------------
[SEAL]
-17-
EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16, 2003.
NPC INC.
By: /s/ ROBERT T. HANLEY
-----------------------------------
Robert T. Hanley
Vice President and Treasurer
The address and tax identification number of Operating are:
1776 Lincoln Street, Suite 700
Denver, Colorado 80203
(Denver County)
Taxpayer ID. No. 84-0723492
STATE OF COLORADO ss.
CITY AND 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 16th day of April, 2003, there
personally appeared before me: Robert T. Hanley, the Vice President and
Treasurer of NPC INC., a Colorado corporation, known to me to be such officer,
such corporation being a party to the foregoing instrument.
MONTANA, The foregoing instrument was acknowledged before me on this
NORTH DAKOTA, day, by such person, the above designated o fficer of the
UTAH and WYOMING corporation specified following such person's name, on
behalf of said corporation.
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
-18-
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)
February 14, 2005
[SEAL]
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EXECUTED this 16th day of April, 2003, to be effective, however, as of
April 16th, 2003.
WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent
By: /s/ PHILIP J. TRINDER
---------------------------------
Name: Philip J. Trinder
Title:Vice President
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 16th day of April, 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, The foregoing instrument was acknowledged before me on this
NORTH DAKOTA, day, by such person, the above designated officer of the
UTAH and WYOMING banking association specified following such person's name,
on behalf of said banking association.
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
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
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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/ GLORIA D. SINGLETON
------------------------------------------------
NOTARY PUBLIC, in and for the State of Texas
Gloria D. Singleton
------------------------------------------------
My commission expires: (printed name)
9-12-03
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[SEAL]
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