FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST, ASSIGNMENT
OF PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT
THIS FIRST AMENDMENT TO MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION,
SECURITY AGREEMENT AND FINANCING STATEMENT (this "Amendment") is entered into as
of the effective time and date hereinafter stated (the "Effective Date") by and
between TESORO E&P COMPANY, L.P., a Delaware limited partnership with an address
for notice hereunder of 8700 Tesoro Drive, San Antonio, Texas 78217
("Mortgagor") and BANQUE PARIBAS, as Administrative Agent for the benefit of the
Issuing Banks and the Lenders, with offices and banking quarters at 1200 Smith,
Suite 3100, Houston, Texas 77002 ("Mortgagee"). Any capitalized term used but
not defined in this Amendment shall have the meaning assigned to such term in
the hereinafter described Credit Agreement.
R E C I T A L S
A. Tesoro Petroleum Corporation (the "Company"), Texas Commerce Bank
National Association, as agent and various lenders (the "Prior Lenders") entered
into a Credit Agreement dated as of April 20, 1994 (as amended from time to
time, the "Prior Credit Agreement"), and Mortgagor and others entered into a
Guaranty Agreement dated of even date therewith guaranteeing the prompt and
complete payment of the indebtedness and obligations of the Company under the
Prior Credit Agreement (the "Prior Guaranty Agreement").
B. The Prior Credit Agreement and the Prior Guaranty Agreement was
secured by, among other things, that certain Mortgage, Deed of Trust, Assignment
of Production, Security Agreement and Financing Statement dated as of even date
therewith from Tesoro Exploration and Production Company ("TEP") to Stephen H.
Field, as Trustee for Texas Commerce Bank National Association, as agent, as
Mortgagee ("Prior Mortgagee") for the benefit of the Prior Lenders (the
"Mortgage").
C. The Mortgage was duly recorded in Starr County, Texas on April 25,
1994 in Volume 692, Page 523 of the Official Public Records and in Zapata
County, Texas on April 15, 1994 in Volume 497, Page 340 of the Official Records.
D. TEP subsequently assigned all of its right, title and interest in the
Mortgaged Property, as defined in the Mortgage, to Mortgagor.
E. Of even date herewith, the Company, Banque Paribas, as Administrative
Agent, The Bank of Nova Scotia, as Documentation Agent and various lenders (the
"Lenders") are entering into an Amended and Restated Credit Agreement (the
"Credit Agreement") amending
and restating the Prior Credit Agreement and carrying forward the indebtedness
thereunder, and Mortgagor and others are entering into an Amended and Restated
Guaranty Agreement amending and restating the Prior Guaranty Agreement.
F. Also of even date herewith, Prior Mortgagee is entering into an
Assignment of Liens assigning all of its right, title and interest under the
Mortgage to Banque Paribas, as Administrative Agent for the benefit of the
Issuing Banks and the Lenders ("Mortgagee").
G. Mortgagor and Mortgagee now desire to amend the Mortgage.
NOW, THEREFORE, in view of the foregoing, Mortgagor and Mortgagee 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.
2. All references in the Mortgage to "this Mortgage", as defined in
Section 1.02 of the Mortgage shall mean the Mortgage as amended hereby and as
the same may from time to time be further amended or supplemented.
3. All references in the Mortgage to "Mortgagor" shall mean Tesoro E&P
Company, L.P.; all references in the Mortgage to "Mortgagee" shall mean Banque
Paribas, as Administrative Agent for the benefit of the Issuing Banks and the
Lenders; and all references in the Mortgage to "Credit Agreement" shall mean the
above-described Credit Agreement as the same may be amended, supplemented or
restated from time to time.
4. Section 1.03 of the Mortgage is amended in its entirety to hereafter
read as follows:
"Section 1.03 Indebtedness Secured. This Mortgage is executed and
delivered by Mortgagor to secure and enforce the following (the
"Indebtedness"):
(a) Payment of and performance of any and all indebtedness,
obligations and liabilities of Mortgagor pursuant to that certain Amended
and Restated Guaranty Agreement dated June 7, 1996 executed by the
Mortgagor, among others, in favor of BANQUE PARIBAS, as Administrative
Agent for the Issuing Banks and the Lenders (as the same may from time to
time be amended, supplemented or otherwise modified, the "Guaranty
Agreement"), guaranteeing the prompt and complete payment when due (whether
at the stated maturity, by acceleration or otherwise) of the Obligations
(as defined in the Guaranty Agreement) including, without limitation, the
Letters of Credit and the Notes with final maturity on or before April 30,
2000 and any obligations arising under the Hedging Agreements with any
Lender or its Affiliates.
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(b) Any sums which may be advanced or paid by Mortgagee or any Lender
under the terms hereof on account of the failure of Mortgagor to comply
with the covenants of the Mortgagor contained herein or in the Credit
Agreement; and all other indebtedness of Mortgagor arising pursuant to the
provisions of this Mortgage."
5. Mortgagor hereby confirms that it has heretofore granted, bargained,
sold, assigned, mortgaged, warranted, transferred and conveyed to Trustee for
the benefit of Mortgagee, and granted a security interest to Mortgagee in, the
Mortgaged Property, and Mortgagor further grants, bargains, sells, assigns,
mortgages, warrants, transfers and conveys to Trustee for the benefit of
Mortgagee, and grants a security interest to Mortgagee in, the Mortgaged
Property, to Mortgagee on behalf of the Lenders to secure the payment and
performance of the Indebtedness as defined herein.
6. Mortgagor hereby confirms that it has heretofore absolutely and
unconditionally assigned, transferred and conveyed and does hereby absolutely
and unconditionally assign, transfer and convey to Mortgagee, its successors and
assigns, all of the Hydrocarbons and all products obtained or processed
therefrom, and the revenues and proceeds now and hereafter attributable to the
Hydrocarbons and said products and all payments in lieu of the Hydrocarbons such
as "take or pay" payments or settlements.
7. 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.
8. This Amendment 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.
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EXECUTED the ___ day of June, 1996, to be effective as of the 7th day of
June, 1996 (the "Effective Date").
MORTGAGOR:
TESORO E&P COMPANY, L.P.
By: Tesoro Exploration and Production Company,
its general partner
By: /s/ G. A. Wright
Name: G. A. Wright
Title: Vice President and Treasurer
MORTGAGEE:
BANQUE PARIBAS, AS ADMINISTRATIVE AGENT
By: /s/ Brian Malone
Name: Brian Malone
Title: Vice President
By: /s/ Barton D. Schouest
Name: Barton D. Schouest
Title: Group Vice President
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STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me the 7th day of June,
1996 by G. A. Wright, Vice President and Treasurer of TESORO EXPLORATION AND
PRODUCTION COMPANY, a Delaware corporation, on behalf of such corporation.
Seal: /s/ Linda Daugherty
Notary Public in and for the
State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me the 7th day of June,
1996 by Brian Malone, Vice President of BANQUE PARIBAS, a bank organized under
the laws of France, acting through its Houston, Texas agency, on behalf of such
bank.
/s/ Linda Daugherty
Seal: Notary Public in and for the
State of Texas
STATE OF TEXAS
COUNTY OF HARRIS
The foregoing instrument was acknowledged before me the 7th day of June,
1996 by Barton D. Schouest, Group Vice President of BANQUE PARIBAS, a bank
organized under the laws of France, acting through its Houston, Texas agency, on
behalf of such bank.
Seal: /s/ Linda Daugherty
Notary Public in and for the
State of Texas
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