EXHIBIT 10.11
FIRST AMENDMENT AND SUPPLEMENT TO
MORTGAGE, ASSIGNMENT OF PRODUCTION, SECURITY
AGREEMENT AND FINANCING STATEMENT
THIS FIRST AMENDMENT AND SUPPLEMENT TO MORTGAGE, ASSIGNMENT OF
PRODUCTION, SECURITY AGREEMENT AND FINANCING STATEMENT (this "AMENDMENT") dated
as of May 21, 1997 is made by and among TEXOIL COMPANY, a Tennessee corporation
("MORTGAGOR") and RIMCO PARTNERS, L.P., a Delaware limited partnership, RIMCO
PARTNERS, L.P. II, a Delaware limited partnership, RIMCO PARTNERS, L.P. III, a
Delaware limited partnership, and RIMCO PARTNERS, L.P. IV, a Delaware limited
partnership (collectively, "MORTGAGEES").
RECITALS
A. Mortgagor and Texoil, Inc., a Nevada corporation (the "PARENT") entered
into a Note Purchase Agreement, dated September 6, 1996 (the "ORIGINAL NOTE
AGREEMENT"), with RIMCO PARTNERS, L.P., a Delaware limited partnership, RIMCO
PARTNERS, L.P. II, a Delaware limited partnership, RIMCO PARTNERS, L.P. III, a
Delaware limited partnership, and RIMCO PARTNERS, L.P. IV, a Delaware limited
partnership (collectively, the "MORTGAGEES") whereby such Mortgagees agreed to
lend Mortgagor principal amounts not to exceed $8,000,000 in the aggregate;
B. As security for Mortgagor's obligations under the Original Note
Agreement, on September 6, 1996, Mortgagor executed that certain Mortgage,
Assignment of Production, Security Agreement and Financing Statement (the
"EXISTING MORTGAGE") which is recorded in the Clerk of Courts of those Louisiana
parishes as more particularly set forth on Schedule I attached hereto.
D. On even date herewith, Mortgagor, the Parent and the Mortgagees have
amended and restated the Original Note Agreement by entering into that certain
Amended and Restated Note Purchase Agreement (the "AMENDED NOTE AGREEMENT")
whereby the maximum aggregate principal amount the Mortgagees have agreed to
lend Mortgagor has been increased to $9,500,000 in the aggregate.
E. Mortgagor and the Mortgagees desire to amend and supplement the
Existing Mortgage as set forth herein by, among other things, amending the
definitions of "Notes" in the Existing Mortgage to refer to the Tranche C Notes
(as defined in the Amended Note Agreement) issued by Mortgagor in connection
with the Amended Note Agreement and supplementing the Mortgaged Property covered
by Exhibit A attached hereto.
Exhibit 10.11 - Page 1
AGREEMENTS
NOW THEREFORE, in consideration of the foregoing and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Mortgagor and the Mortgagees, hereby agree as follows:
1. DEFINITIONS. Reference is hereby made to the Existing Mortgage, the
provision thereof being incorporated herein by reference. Unless otherwise
specifically defined herein, each capitalized term which is defined in the
Existing Mortgage shall have the same meaning in this Amendment as in the
Existing Mortgage.
2. AMENDMENTS. The Existing Mortgage is amended as follows:
a. The definition of Notes in the Existing Mortgage is hereby
amended in its entirety to read as follows:
"NOTES" shall be the collective reference to (i) those four 10%
Senior Secured Exchangeable General Obligation Notes, each dated as of
September 6, 1996 issued by Mortgagor in the aggregate principal sum not
to exceed $3,000,000 and payable to the order of each Mortgagee bearing
interest at the rates provided for in the Notes and providing for the
payment of attorneys' fees and acceleration of maturity as set forth in
the Amended Note Agreement, and with a present maturity date of September
1, 1999 or such earlier date as provided for in the Amended Note
Agreement, all as more particularly described therein or in the Amended
Note Agreement, (ii) those three 10% Senior Secured General Obligation
Notes, each dated as of September 6, 1996 issued by Mortgagor in the
aggregate principal sum not to exceed $5,000,000 and payable to the order
of each Mortgagee (other than RIMCO Partners, L.P.) bearing interest at
the rates provided for in the Notes and providing for the payment of
attorneys' fees and acceleration of maturity as set forth in the Amended
Note Agreement, and with a present maturity date of September 1, 2002 or
such earlier date as provided for in the Amended Note Agreement, (iii)
those four (4) 10% Senior Secured Exchangeable General Obligation Notes,
each dated as of May 21, 1997 issued by Mortgagor in the aggregate
principal sum not to exceed $1,500,000 and payable to the order of each
Mortgagee bearing interest at the rates provided for in the Notes and
providing for the payment of attorneys' fees and acceleration of maturity
as set forth in the Amended Note Agreement, and with a present maturity
date of September 1, 1999 or such earlier date as provided for in the
Amended Note Agreement, all as more particularly described therein or in
the Amended Note Agreement and (iv) any note given in substitution for any
of the foregoing notes, or in modification, renewal, extension or
restatement thereof, in whole or in part, as any of the same may be
endorsed, amended, modified or supplemented.
Exhibit 10.11 - Page 2
b. Exhibit A of the Mortgage is hereby amended and supplemented to
include Exhibit A attached to this Amendment.
c. All references in the Existing Mortgage to "Note Agreement" shall
hereafter be deemed to be references to the Amended Note Agreement as same
may be amended, restated, extended or otherwise modified from time to time
in the future.
3. CONFIRMATION OF LIEN. In order to secure the payment and
performance of the Indebtedness, Mortgagor has mortgaged, pledged and
hypothecated and conveyed a security interest in, and by these presents does
mortgage, pledge and hypothecate unto Mortgagees, and grants Mortgagees a
continuing security interest in and to the Mortgaged Property described in and
covered by the Existing Mortgage (as amended and supplemented hereby).
4. CONTINUED EFFECT AND EXTENSION OF LIEN. None of the liens,
security interest or other rights and interests granted by Mortgagor under the
Existing Mortgage are hereby released, diminished or impaired. The Existing
Mortgage is hereby amended, renewed, supplemented, ratified and reaffirmed in
accordance with the terms of this Amendment. Mortgagor further reaffirms all
covenants, representations and warranties set forth in the Existing Mortgage as
of the date hereof.
5. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall for all purposes be deemed to be an original,
and all of which are identical.
Exhibit 10.11 - Page 3
IN WITNESS WHEREOF, Mortgagor and Mortgagees have executed or caused
to be executed this Amendment on the date set forth in the acknowledgments
below, to be effective as of May 21, 1997.
WITNESSES: MORTGAGOR:
TEXOIL COMPANY
_____________________
By: _______________________
_____________________ Ruben Medrano
President
The address of the Mortgagor/Debtor is:
1600 Smith, Suite 4000
Houston, Texas 77002
WITNESSES: MORTGAGEES:
RIMCO PARTNERS, L.P.,
_____________________ RIMCO PARTNERS, L.P. II,
RIMCO PARTNERS, L.P. III, AND
RIMCO PARTNERS, L.P. IV
_____________________
By: RESOURCE INVESTORS MANAGEMENT
COMPANY LIMITED PARTNERSHIP,
THEIR GENERAL PARTNER
By: RIMCO ASSOCIATES, INC.,
ITS GENERAL PARTNER
By: __________________________
Gary Milavec
Vice President
The address of the Mortgagees/Secured Party is:
600 Travis Street, Suite 6875
Houston, Texas 77002
Exhibit 10.11 - Page 4
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
BEFORE ME, ____________________, a Notary in and for the said State
and County, this day personally appeared Ruben Medrano, appearing herein in his
capacity as President of Texoil Company, a Tennessee corporation, to me
personally known to be the identical person whose name is subscribed to the
foregoing instrument as representing Texoil Company and acknowledged to me in
the presence of the undersigned witnesses, that he executed the same on the date
hereof on behalf of said corporation, and that it was executed for the uses,
purposes and considerations therein expressed by authority of the Board of
Directors of said corporation, as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto signed this acknowledgment with
the said appearer and the two competent witnesses at Houston, Texas, on the 21st
day of May, 1997, after reading of the whole.
WITNESSES: _________________________
_________________________
_________________________
_________________________
Notary
Exhibit 10.11 - Page 5
STATE OF TEXAS ss.
ss.
COUNTY OF HARRIS ss.
BEFORE ME, _____________________, a Notary in and for the said State
and County, this day personally appeared Gary Milavec, appearing herein in his
capacity as Vice President of RIMCO Associates, Inc., to me personally known to
be the identical person whose name is subscribed to the foregoing instrument as
representing RIMCO Associates, Inc., general partner of Resource Investors
Management Company Limited Partnership, general partner of RIMCO Partners, L.P.,
RIMCO Partners, L.P. II, RIMCO Partners, L.P. III and RIMCO Partners, L.P. IV,
each a Delaware limited partnership, and acknowledged to me in the presence of
the undersigned witnesses, that he executed the same on the date hereof on
behalf of RIMCO Associates, Inc. and said limited partnerships, and that it was
executed for the uses, purposes and considerations therein expressed by
authority of the Board of Directors of RIMCO Associates, Inc., as the free act
and deed of RIMCO Associates, Inc. and said limited partnerships.
IN WITNESS WHEREOF, I have hereunto signed this acknowledgment with
the said appearer and the two competent witnesses at Houston, Texas, on the 21st
day of May, 1997, after reading of the whole.
WITNESSES: _________________________
_________________________
_________________________
_________________________
Notary
Exhibit 10.11 - Page 6
SCHEDULE I
TO
FIRST AMENDMENT AND SUPPLEMENT TO MORTGAGE,
ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND
FINANCING STATEMENT
FROM
TEXOIL COMPANY
TO
RIMCO PARTNERS, L.P., RIMCO PARTNERS, L.P. II,
RIMCO PARTNERS, L.P. III AND RIMCO PARTNERS, L.P. IV
FILING JURISDICTION RECORDING INFORMATION
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Louisiana / Iberville Parish MOB 297, Entry 193
September 9, 1996
Louisiana / LaFourche Parish MOB No. 723, Folio 630, Entry No. 803082
September 10, 1996
Louisiana / Plaquemines Parish MOB 259, Folio 86
September 12, 1996
Louisiana / Saint Bernard Parish MOB 809, Folio 137
September 9, 1996
Exhibit 10.11 - Page 7