RECORDING REQUESTED BY AND
WHEN RECORDED MAIL TO:
Milbank, Tweed, Hadley & McCloy
601 South Figueroa Street, 30th Floor
Los Angles, California 90017
Attention: David A. Lamb, Esq.
SECOND AMENDMENT TO AMENDED DEED OF TRUST, MORTGAGE, SECURITY
AGREEMENT, FINANCING STATEMENT, PERSONAL PROPERTY INCLUDING
HYDROCARBONS, ASSIGNMENT OF PRODUCTION AND FIXTURE FILING
THIS SECOND AMENDMENT TO AMENDED DEED OF TRUST, MORTGAGE,
SECURITY AGREEMENT, FINANCING STATEMENT (PERSONAL PROPERTY INCLUDING
HYDROCARBONS), ASSIGNMENT OF PRODUCTION AND FIXTURE FILING
(this "Second Amendment") is made on May 1, 1998 by Santa Barbara Partners, an
Oklahoma general partnership ("Trustor"), with an address of c/o Hallador
Production Company, 1660 Lincoln Street, Suite 2700, Denver, Colorado 80264
to RONALD E. ROBISON, an individual whose address is c/o Trust Company
of the West, 865 South Figueroa Street, Suite 1800, Los Angeles, California
90017, as Trustee ("Trustee") for the benefit of (i) TRUST COMPANY OF THE WEST,
a California trust company, as collateral agent for the equal and ratable
benefit of and on behalf of the Lenders named in the Amended Deed
of Trust (as defined below) ("Agent") with an address at 865 South Figueroa
Street, Suite 1800, Los Angeles, California 90017, Attention: Arthur R.
Carlson, and (ii) any other agent designated by the Lenders pursuant to
Section 8.13 of the Amended Deed of Trust or its successor as collateral agent
for the Lenders hereunder (Agent and any other such collateral agent appointed
by the Lenders pursuant to Section 8.13, in such capacity, or such successor,
are collectively referred to herein as "Secured Party"; Agent and Secured
Party shall be collectively referred to herein as "Beneficiary").
WHEREAS, Trustor executed and delivered to Beneficiary that certain
Deed of Trust, Mortgage, Security Agreement (Personal Property Including
Hydrocarbons), Assignment of Production and Fixture Filing dated as of May 25,
1990, but effective on May 1, 1990 (the "Deed of Trust"), and recorded on May
25, 1990 as Instrument No. 90-035585 in the Official Records of Santa Barbara
County, California to secure certain obligations created under that certain Term
Loan Agreement dated as of May 25, 1990 between Trustor, Trust Company of the
West, in the capacities described therein, and The TCW Commingled Debt and
Royalty Fund IIIB, a California Limited Partnership (the "Loan Agreement");
WHEREAS, in connection with certain amendments to the Loan Agreement,
the Deed of Trust was amended by that certain First Amendment to and Partial
Release of Deed of Trust, Mortgage, Security Agreement (Personal Property
Including Hydrocarbons), Assignment of Production and Fixture Filing dated April
10, 1992 between Trustor, Agent and Secured Party (the "First Amendment to Deed
of Trust") and recorded on April 10, 1992 as Instrument No. 92-026155 in the
Official Records of Santa Barbara County, California (the Deed of Trust as
amended by the First Amendment to Deed of Trust shall be referred to herein as
the "Amended Deed of Trust"). Capitalized terms appearing herein without
definition shall have the meanings set forth in the Amended Deed of Trust;
WHEREAS, pursuant to a First Supplement to Amended Deed of Trust,
Mortgage, Security Agreement, Financing Statement (Personal Property Including
Hydrocarbons), Assignment of Production and Fixture Filing dated as of June 25,
1992 ("First Supplement") and recorded November 18, 1992 as Instrument No.
92-092379 in the Official Records of Santa Barbara County, California, the
Amended Deed of Trust was amended to add certain additional oil, gas and mineral
properties;
WHEREAS, the Holders of those certain Amended Secured Promissory Notes
dated May 25, 1990 and executed by Trustor, as Maker (as amended, the "Amended
Notes"), pursuant to the Loan Agreement have agreed to cancel the Amended Notes
in exchange for certain Secured Promissory Notes dated as of the date hereof
and executed by those parties set forth below;
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, Trustor and Beneficiary hereby agree to amend the
Amended Deed of Trust, as amended by the First Supplement, as follows:
1. Amended Obligations. Section 1.01(A) of the Deed of Trust
entitled "Obligations" is hereby deleted and shall be replaced with the
following:
"A. Payment of all indebtedness and liabilities and the performance
of each and every obligation, covenant and agreement of every kind and
character now existing or hereafter arising to any or all of the Lenders
(including, without limitation, those Lenders listed below) pursuant to the
Term Loan Agreement as modified by the First Amendment to Term Loan Agreement
dated as of May 25, 1990, and Other Loan Documents, dated as of August 1, 1990,
between Trustor and TCW, the Agreement Regarding Term Loan Agreement dated
as of October 1, 1991 between Trustor, Hallador Production Company
("Production"), Trio Petroleum, Inc. ("Trio"), and TCW, and the Second
Amendment to Term Loan Agreement dated April 10, 1992, between Trustor,
TCW and TCW DR III ROYALTY PARTNERSHIP, a California Limited Partnership
("DR III"), those certain Secured Promissory Notes dated as of April 23,
1998, in the aggregate original principal amount of Three Million Seven Hundred
Sixty-Six Thousand Five Hundred Twenty and No/Hundredths Dollars ($3,766,520.00)
made jointly and severally by Trustor, Hallador Petroleum Company ("Company"),
Hallador Petroleum LLP ("LLP"), Production and Trio in favor of the first four
Payees listed below, that certain Secured Promissory Note dated as of April 23,
1998, in the original principal amount of One Hundred Twenty-Two Thousand Five
Hundred and No/Hundredths Dollars ($122,500.00) made jointly and severally by
Company, LLP, Production, and Trio in favor of DR III, and the other Loan
Documents, as well as any amendments, extensions, replacements and renewals
thereof, together with the payment of all sums advanced by or on behalf of
Trustee or Secured Party to protect the Collateral with interest on such
advanced sums at the rate of the lesser of sixteen percent (16%) or the maximum
rate permitted by law:
Face Amounts
Payee of Notes
TRUST COMPANY OF THE WEST, as Trustee $1,330,376.30
of the TCW Commingled Debt and
Royalty Fund IIIA established
pursuant to Declaration of Trust
dated as of October 15, 1989
THE TCW COMMINGLED DEBT AND ROYALTY $ 767,893.99
FUND IIIB, a California Limited
Partnership
BANKERS TRUST COMPANY, a New York $ 612,395.47
corporation, as Trustee under a Trust
Agreement dated as of January 1, 1956,
with GTE Service Corporation and
others, and amended and restated
effective March 1, 1981
TRUST COMPANY OF THE WEST, as $1,055,854.24
ancillary trustee under the
Ancillary Trust Agreement dated as
of October 16, 1989 between
U S West, Inc., Boston Safe
Deposit and Trust Company and Trust
Company of the West.
TCW DR III ROYALTY PARTNERSHIP, $ 122,500.00
a California Limited Partnership
2. Counterparts. This Second Amendment may be executed in any number
of multiple counterparts, each of which shall be deemed to be an original
instrument, but all of which shall together constitute but one instrument.
3. Ratification. The Amended Deed of Trust, as supplemented by the
First Supplement and amended by this Second Amendment, is hereby ratified,
confirmed and approved in its entirety and shall continue in full force
and effect uninterrupted and unabated.
IN WITNESS WHEREOF, Trustor has executed this Second Amendment on the
date first written above.
TRUSTOR: SANTA BARBARA PARTNERS,
an Oklahoma general partnership
By: HALLADOR PRODUCTION COMPANY,
a Colorado corporation,
its General Partner
By:/S/VICTOR P. STABIO
Victor P. Stabio
President
By: TRIO PETROLEUM, INC.
a California corporation,
its General Partner
By: /S/CHARLES C. HORACE
Charles C. Horace
President
AGENT: TRUST COMPANY OF THE WEST, a
California trust company, as
collateral agent for the equal and
ratable benefit of the Lender
By: /S/ARTHUR R. CARLSON
Arthur R. Carlson
Managing Director
By: /S/THOMAS F. MEHLBERG
Thomas F. Mehlberg
Managing Director
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California)
)
County of Kern )
On April 22, 1998, before me, Marcia K. Lundy, Notary Public
personally appeared Charles C. Horace
XX personally known to me - OR - ____proved to me on the basis of satisfactory
evidence to be the person(s) whose name
is/are subscribed to the within
instrument and acknowledged to me
that he/she/they executed the same in
his/her/their Authorized capacity, and
that by his/her/their signature on the
instrument the person(s) executed
the instrument.
/S/MARCIA K. LUNDY
Signature of Notary
*******OPTIONAL SECTION*******
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so
may prove invaluable to persons relying on the document.
____ Individual
____ Corporate Officer(s)
XXX President
Title(s)
____ Partner(s) ____ Limited
____ General
____ Attorney-In-Fact
____ Trustee(s)
____ Guardian/Conservator
____ Other: ____________________
___________________________
___________________________
SIGNER IS REPRESENTING:
Name of Persons(s) or Entity(ies)
Trio Petroleum, Inc.
________________________________
******** OPTIONAL SECTION********
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
_____________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.
TITLE OR TYPE OF DOCUMENT ____________________________________________
NUMBER OF PAGES __________ DATE OF DOCUMENT _________________________
SIGNER(S) OTHER THAN NAMED ABOVE _____________________________________
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
)
County of Los Angeles)
On April 23, 1998, before me, Phil Abejar, Notary Public
personally appeared Arthur R. Carlson, Managing Director and Thomas F. Mehlberg
Managing Director of Trust Company of the West.
XX personally known to me - OR - ____proved to me on the basis of satisfactory
evidence to be the person(s) whose name
is/are subscribed to the within
instrument and acknowledged to me that
he/she/they executed the same in
his/her/their Authorized capacity, and
that by his/her/their signature on the
instrument the person(s) executed the
instrument.
WITNESS my hand and official seal.
/S/PHIL ABEJAR
Signature of Notary
*******OPTIONAL SECTION*******
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing
so may prove invaluable to persons relying on the document.
____ Individual
____ Corporate Officer(s)
__________________
Title(s)
____ Partner(s) ____ Limited
____ General
____ Attorney-In-Fact
____ Trustee(s)
____ Guardian/Conservator
____ Other: ____________________
___________________________
___________________________
SIGNER IS REPRESENTING:
Name of Persons(s) or Entity(ies)
Trio Petroleum, Inc.
________________________________
******** OPTIONAL SECTION********
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
_____________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.
TITLE OR TYPE OF DOCUMENT ____________________________________________
NUMBER OF PAGES __________ DATE OF DOCUMENT _________________________
CALIFORNIA ALL-PURPOSE ACKNOWLEDGEMENT
State of California )
)
County of Los Angeles)
On April 23, 1998, before me, Phil Abejar, Notary Public
personally appeared Victor P. Stabio, President of Hallador Production Company
__ personally known to me - OR - xxx_proved to me on the basis of satisfactory
evidence to be the person(s) whose name
is/are subscribed to the within instrument
and acknowledged to me that he/she/they
executed the same in his/her/their
Authorized capacity, and that by
his/her/their signature on the
instrument the person(s) executed
the instrument.
WITNESS my hand and official seal.
/S/PHIL ABEJAR
Signature of Notary
*******OPTIONAL SECTION*******
CAPACITY CLAIMED BY SIGNER
Though statute does not require the Notary to fill in the data below, doing so
may prove invaluable to persons relying on the document.
____ Individual
____ Corporate Officer(s)
_____________________
Title(s)
____ Partner(s) ____ Limited
____ General
____ Attorney-In-Fact
____ Trustee(s)
____ Guardian/Conservator
____ Other: ____________________
___________________________
___________________________
SIGNER IS REPRESENTING:
Name of Persons(s) or Entity(ies)
Trio Petroleum, Inc.
________________________________
******** OPTIONAL SECTION********
THIS CERTIFICATE MUST BE ATTACHED TO THE DOCUMENT DESCRIBED AT RIGHT:
_____________________________________
Though the data requested here is not required by law, it could prevent
fraudulent reattachment of this form.
TITLE OR TYPE OF DOCUMENT ____________________________________________
NUMBER OF PAGES __________ DATE OF DOCUMENT _________________________