EXHIBIT 10.7
SUPPLEMENT AND AMENDMENT TO DEED OF TRUST, MORTGAGE,
LINE OF CREDIT MORTGAGE, ASSIGNMENT, SECURITY AGREEMENT,
FIXTURE FILING AND FINANCING STATEMENT
THIS 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); and NPC Inc. ("NPC"), a Colorado corporation
(Taxpayer I.D. No. 11-3668557) (Parent, Energy, Nance, 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, 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 "Existing Credit Agreement").
B. Each of Energy, Nance and NPC 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 a separate
Guaranty Agreement each dated as of January 27, 2003 (each an "Existing Guaranty
Agreement").
C. The indebtedness, obligations and liabilities of (i) the Parent
under or in connection with the Existing Credit Agreement and (ii) Energy, Nance
and NPC under or in connection with the Existing Guaranty Agreements, are
secured by, among other things, that certain Deed of Trust, Mortgage, Line of
Credit Mortgage, Assignment, Security Agreement, Fixture Filing and Financing
Statement more particularly described in Annex I attached hereto and made a part
hereof for all purposes (together with all supplements and amendments thereto,
the "Mortgage").
D. The Mortgage was duly recorded as set forth on attached Annex I.
E. Parent, the Agent and the Lenders have amended and restated the
Existing Credit Agreement by entering into that certain Amended and Restated
Credit Agreement dated as of April 7, 2005 (together with all amendments or
modifications thereof and supplements thereto, the "Credit Agreement"), whereby,
pursuant to which, the Lenders have agreed to make certain Loans to and extend
credit for the account of Parent subject to the limitations set forth in the
-1-
Credit Agreement. The initial loans under the Credit Agreement have been used by
Parent to renew, extend, rearrange and modify all outstanding indebtedness of
Parent under the Existing Credit Agreement.
F. Each of Energy, Nance and NPC have amended and restated their
respective Existing Guaranty Agreement by entering into a "Guaranty Agreement"
(as defined in the Credit Agreement) guaranteeing the prompt payment and
performance of all indebtedness, obligations and liabilities of the Parent to
the Lenders and/or Agent under or in connection with the Credit Agreement.
G. Mortgagor hereby desires to supplement and amend the Mortgage by (a)
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, and (b) amending in its entirety Section
1.3 (Secured Indebtedness) of the Mortgage.
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 Grant and Mortgage. 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" (hereinafter defined) 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 Texas 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 Louisiana, Montana, North Dakota,
Oklahoma 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;
-2-
(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
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,
-3-
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 Grant of Security Interest. 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 hereinafter referred to.
Section 1.3 Secured Indebtedness. 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 Amended and
Restated Credit Agreement dated as of April 7, 2005, 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 $500,000,000 with final maturity on or
before April 7, 2010. The initial Loans made by the Lenders to
the Parent under the Credit Agreement represent a renewal,
extension, rearrangement and modification of all outstanding
indebtedness of the Parent under the "Existing Credit
Agreement" (as defined in the Credit Agreement).
(b) Payment and performance of any and all
indebtedness, obligations and liabilities of each of Energy,
Nance and NPC whether now existing or hereafter arising under
or in connection with its respective "Guaranty Agreement" (as
defined in the Credit Agreement).
-4-
(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."
Section 1.4 Assignment of Production, Accounts and Proceeds. 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 Definitions. All capitalized terms used but not defined
-----------
herein shall have the meanings assigned to such terms in the Mortgage, as
supplemented and amended hereby.
-5-
Section 2.2 References.
----------
(a) 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 supplemented or amended.
(b) 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.
(c) 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.
(d) 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.
(e) 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.
(f) All references in the Mortgage to "Credit Agreement" shall
mean the Credit Agreement (as defined in the Recitals hereto).
(g) All references in the Mortgage to "Agent" shall mean
Wachovia Bank, National Association, as Administrative Agent for the Lenders.
(h) All references in the Mortgage to "Lenders" shall mean the
Lenders now or hereafter party to the Credit Agreement.
(i) All references in the Mortgage to "secured indebtedness"
and "indebtedness secured hereby" shall mean all indebtedness, obligations and
liabilities of Mortgagor referred to in Section 1.3 of this Supplement, which
amends in its entirety Section 1.3 of the Mortgage, together with any and all
renewals, rearrangements, modifications, increases and extensions thereof.
(j) 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.
(k) All references in the Mortgage to "Loan Documents" shall
mean the Loan Documents (as defined in the Credit Agreement).
-6-
ARTICLE III
Miscellaneous
-------------
Section 3.1 Extent of Amendments. 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 Counterparts. This Supplement may be executed in several
------------
counterparts, all of which are identical, except that, (a) to facilitate
recordation, certain counterparts hereof may include only that portion of
Exhibit A-1 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]
-7-
EXECUTED this 7 day of April, 2005, to be effective, however, as of
-
April 7, 2005.
WITNESSES: ST. MARY LAND & EXPLORATION
COMPANY
/S/ DEBRA J. ARROYO
- -------------------
Name: Debra J. Arroyo
--------------- By: /S/ DAVID W. HONEYFIELD
-----------------------
/S/ MOLLY DOLTON David W. Honeyfield
- ---------------- Vice President - Finance, Secretary and Treasurer
Name: Molly Dolton
------------
The address and tax identification number of Parent are:
1776 Lincoln Street, Suite 700
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 is:
Jay Chernosky
1001 Fannin Street, Suite 2255
Houston, Texas 77002
This instrument prepared by:
Craig W. Murray
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, TX 77002
-8-
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 7 day of April, 2005, THERE
-
personally appeared before me: David W. Honeyfield, the Vice President -
Finance, Secretary and Treasurer 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.
The foregoing instrument was acknowledged before me on this
day, by such person, the above designated officer of the
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, 2009
- -----------------
[SEAL]
-9-
EXECUTED this 7 day of April, 2005, to be effective, however, as of
-
April 7, 2005.
WITNESSES: ST. MARY ENERGY COMPANY
/S/ DEBRA J. ARROYO
- -------------------
Name: Debra J. Arroyo
--------------- By: /S/ DAVID W. HONEYFIELD
-----------------------
/S/ MOLLY DOLTON David W. Honeyfield
- ---------------- Vice President - Finance, Secretary and Treasurer
Name: Molly Dolton
------------
The address and tax identification number of Energy are:
580 Westlake Park Blvd., Suite 600
Houston, Texas 77079
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 7 day of April, 2005, there
_
personally appeared before me: David W. Honeyfield, the Vice President -
Finance, Secretary and Treasurer of St. Mary Energy Company, a Delaware
corporation, known to me to be such officer, such corporation being a party to
the foregoing instrument.
The foregoing instrument was acknowledged before me on this
day, by such person, the above designated officer of the
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 and deed of such
corporation and for the uses and purposes therein set forth
and apparent.
-10-
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, 2009
- -----------------
[SEAL]
-11-
EXECUTED this 7 day of April, 2005, to be effective, however, as of
-
April 7, 2005.
WITNESSES: NANCE PETROLEUM CORPORATION
/S/ DEBRA J. ARROYO
- -------------------
Name: Debra J. Arroyo
--------------- By: /S/ DAVID W. HONEYFIELD
-----------------------
/S/ MOLLY DOLTON David W. Honeyfield
- ---------------- Vice President - Finance
Name: Molly Dolton
------------
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 7 day of April, 2005, there
-
personally appeared before me: David W. Honeyfield, the Vice President -Finance
of Nance Petroleum Corporation, a Montana corporation, known to me to be such
officer, such corporation being a party to the foregoing instrument.
The foregoing instrument was acknowledged before mc on this
day, by such person, the above designated officer of the
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, 2009
- -----------------
[SEAL]
-13-
EXECUTED this 7 day of April, 2005, to be effective, however, as of
-
April 7, 2005.
WITNESSES: NPC INC.
/S/ DEBRA J. ARROYO
- -------------------
Name: Debra J. Arroyo
--------------- By: /S/ DAVID W. HONEYFIELD
-----------------------
/S/ MOLLY DOLTON David W. Honeyfield
- ---------------- Vice President - Finance
Name: Molly Dolton
------------
The address and tax identification number of NPC Inc. are:
550 North 31st Street, Suite 500
Billings, Montana 59101
(Yellowstone County)
Taxpayer ID. No. 11-3668557
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 7 day of April, 2005, there
-
personally appeared before me: David W. Honeyfield, the Vice President - Finance
of NPC INC., a Colorado corporation, known to me to be such officer, such
corporation being a party to the foregoing instrument.
The foregoing instrument was acknowledged before me on this
day, by such person, the above designated officer of the
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, 2009
- -----------------
[SEAL]
-15-
EXECUTED this 7 day of April, 2005, to be effective, however, as of
_
April 7, 2005.
WITNESSES: WACHOVIA BANK, NATIONAL
ASSOCIATION, as Administrative Agent
- ------------------
Name:-------------
By: /S/ PHILIP J. TRINDER
---------------------
- ------------------ Name: Philip J. Trinder
Name: ------------ 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 7 day of April, 2005, 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.
The foregoing instrument was acknowledged before me on this
day, by such person, the above designated officer of the
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 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.
-----------------------------------------------
NOTARY PUBLIC, in and for the State of Texas
-----------------------------------------------
My commission expires: (printed name)
- -----------------
[SEAL]
-17-
