EXHIBIT 10.2
RATIFICATION OF AND AMENDMENT TO MORTGAGE, DEED OF TRUST,
SECURITY AGREEMENT, FINANCING STATEMENT,
FIXTURE FILING AND ASSIGNMENT OF PRODUCTION
This instrument, dated effective as of the 15th day of February, 2001, is
by ULTRA PETROLEUM (USA) INC., a Colorado corporation, whose Taxpayer
Identification Number is 84-1241154, and ULTRA RESOURCES, INC., a Wyoming
corporation, whose Taxpayer Identification Number is 83-0320643 (collectively,
"Mortgagor"), the address for which for all purposes hereof is 16801 Greenspoint
Park Drive, Suite 370, Houston, Texas 77060-2396, and BANK ONE, NA, as successor
by merger to Bank One, Texas, National Association, with its main office in
Chicago, Illinois, and the mailing address for which is P.O. Box 2629, Houston,
Texas 77252-2629 ("Mortgagee").
W I T N E S S E T H:
WHEREAS, Mortgagor has heretofore executed certain security instruments
more particularly described in Exhibit A attached hereto and incorporated herein
for all purposes by this reference (the "Security Instruments," whether one or
more); and
WHEREAS, the Security Instruments were executed and delivered to secure the
payment or performance of certain indebtedness and other obligations of
Mortgagor, as more fully described in said instruments (the "Indebtedness"); and
WHEREAS, pursuant to the Credit Agreement dated March 22, 2000, by and
between Mortgagor and Mortgagee, described in the Security Instruments (as
amended, restated, or supplemented from time to time, the "Credit Agreement"),
the parties desire to amend the Security Instruments as described below;
NOW, THEREFORE, in consideration of the foregoing, the benefits to be
derived by Mortgagor and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged by Mortgagor, the parties hereto
agree as follows, with capitalized terms used but not defined herein having
meanings assigned to such terms in the Credit Agreement.
1. AMENDMENTS.
a. AMENDMENT OF MORTGAGEE. All references to Mortgagee and Secured Party
in the Security Instruments are hereby amended to refer to Bank One, NA, with
its main office in Chicago, Illinois, together with its successors in such
capacity, whose address is as set forth hereinabove.
b. AMENDMENT OF TRUSTEE. All references to trustee in the Security
Instruments are amended to refer to Stephen M. Shatto, whose address is c/o Bank
One, NA, P.O. Box 2629, Houston, Texas 77252-2629, and his successors and
substitutes in trust for the benefit of Bank One, NA, with its main office in
Chicago, Illinois.
c. INCLUSION OF ADDITIONAL MORTGAGED PROPERTY. The Security Instruments
are hereby amended so as to subject to the liens and security interests
thereof the oil, gas and mineral interests described in Exhibit B and all
elements of personalty associated therewith and as to which a security interest
therein may be created pursuant to the Uniform Commercial Code, including those
enumerated in the Security Instruments (together with the oil, gas and mineral
interests and personalty associated therewith presently subject to the Security
Instruments (the "Mortgaged Property"). All references to the Mortgaged Property
in the Security Instruments or herein shall be deemed to include the oil, gas
and mineral interests described in Exhibit B and the personalty associated
therewith.
2. WARRANTIES, REPRESENTATIONS, AND COVENANTS. The warranties,
representations and covenants of Mortgagor contained in the Security Instruments
are hereby remade by Mortgage to Mortgagee and are in full force and effect as
of the date hereof. Said warranties, representations, and covenants shall apply
with equal force and effect to the oil, gas and mineral interests described in
Exhibit B and personalty associated therewith.
3. REAFFIRMATION OF SECURITY INSTRUMENTS. To secure the Indebtedness,
Mortgagor has granted, bargained, sold, mortgaged, assigned, transferred and
conveyed, and by these presents does grant, bargain, sell, mortgage, assign,
transfer and convey, unto the Trustee named in the Security Instruments as
amended herein ("Trustee"), for the benefit of Mortgagee, and grants to
Mortgagee a security interest in, all of Mortgagor's right, title and interest,
whether now owned or hereafter acquired, in and to the Mortgaged Property,
including, without limitation, the oil, gas and mineral interests described in
Exhibit B and personalty associated therewith.
TO HAVE AND TO HOLD the Mortgaged Property, together with the rights,
privileges and appurtenances now or hereafter at any time before the release of
the Security Instruments in anywise belonging or appertaining thereto, unto said
Trustee, as Trustee forever, IN TRUST, NEVERTHELESS, for the benefit of
Mortgagee, to secure the payment of the Indebtedness and the performance of the
agreements and covenants of Mortgagor herein and in the Security Instruments.
4. MISCELLANEOUS. This instrument shall be considered as an amendment to
and ratification of the Security Instruments, and the Security Instruments, as
herein expressly amended, and hereby ratified, approved and confirmed in every
respect. All liens created, extended or renewed by the Security Instruments are
hereby extended, renewed and carried forward by this instrument and incorporated
herein. All references to the Security Instruments in any documents
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heretofore or hereafter executed shall be deemed to refer to the Security
Instruments as amended by this instrument.
For the convenience of the parties, this instrument may be executed in
multiple counterparts. Each of the counterparts hereof so executed shall for all
purposes be deemed to be an original, and all such counterparts shall together
constitute but one and the same instrument.
IN WITNESS WHEREOF, Mortgagor and Mortgagee have executed this instrument
on the date of their respective acknowledgments below but effective as of the
date first above written.
MORTGAGOR:
ULTRA PETROLEUM (USA) INC.
By: /s/ Michael D. Watford
------------------------------
Michael D. Watford
Chairman and Chief Executive Officer
Taxpayer Identification Number 84-1241154
ULTRA RESOURCES, INC.
By: /s/ Michael D. Watford
------------------------------
Michael D. Watford
Chairman and Chief Executive Officer
Taxpayer Identification Number 83-0320643
MORTGAGEE:
BANK ONE, NA
By: /s/ Stephen M. Shatto
------------------------------
Stephen M. Shatto
Vice President
Taxpayer Identification Number 74-1508719
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THE STATE OF TEXAS
COUNTY OF HARRIS
The foregoing was acknowledged before me by MICHAEL D. WATFORD, Chairman
and Chief Executive Officer of ULTRA PETROLEUM (USA) INC., a Colorado
corporation, and Chairman and Chief Executive Officer of ULTRA RESOURCES, INC.,
a Wyoming corporation, this 5th day of March, 2001.
WITNESS my hand and official seal.
My Commission Expires: /s/ Dena Renae DuBose
12-07-04 --------------------------------
NOTARY PUBLIC in and for the State of Texas
[SEAL]
THE STATE OF TEXAS
COUNTY OF HARRIS
The foregoing was acknowledged before me by STEPHEN M. SHATTO, Vice
President of BANK ONE, NA, this 13th day of March, 2001.
WITNESS my hand and official seal.
My Commission Expires: /s/ Frankie L. Morgan
09-07-03 --------------------------------
NOTARY PUBLIC in and for the State of Texas
[SEAL]
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EXHIBIT A
TO
RATIFICATION OF AND AMENDMENT TO MORTGAGE, DEED OF TRUST,
SECURITY AGREEMENT, FINANCING STATEMENT,
FIXTURE FILING AND ASSIGNMENT OF PRODUCTION
SECURITY INSTRUMENTS
1. Mortgage, Deed of Trust, Security Agreement, Financing Statement, Fixture
Filing and Assignment of Production dated March 22, 2000, from Ultra
Petroleum (USA) Inc. and Ultra Resources, Inc., to Arthur R. Gralla, Jr.,
Trustee for the benefit of Bank One, Texas, National Association, filed and
recorded as follows:
JURISDICTION FILING DATA
------------ -----------
SUBLETTE COUNTY, WYOMING Filed April 17, 2000, under Clerk's Entry
No. 278180, Book 114 O&G, Page 629
2. Non-Standard Financing Statement from Ultra Petroleum (USA) Inc. and Ultra
Resources, Inc., as Debtors, to Bank One, Texas, National Association,
Secured Party, filed as follows:
JURISDICTION FILING DATA
------------ -----------
SUBLETTE COUNTY, WYOMING Filed April 17, 2000, Financing Statement
No. 278184 and/or 035811
SECRETARY OF STATE OF WYOMING Filed April 11, 2000, Financing Statement
No. 00-102-13-1CO2
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EXHIBIT B
TO
RATIFICATION OF AND AMENDMENT TO MORTGAGE, DEED OF TRUST,
SECURITY AGREEMENT, FINANCING STATEMENT,
FIXTURE FILING AND ASSIGNMENT OF PRODUCTION
OIL, GAS AND MINERAL INTERESTS
SUBLETTE COUNTY, WYOMING
INSOFAR AND
ONLY INSOFAR AS
WELL NAME WI NRI LEASE LESSEE DATE LEASE COVERS
STUD HORSE BUTTE 2-23 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-23-NWNE
STUD HORSE BUTTE 4-24 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-24-NWNW
STUD HORSE BUTTE 6-23 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-23-SENW
STUD HORSE BUTTE 8-23 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-23-SENE
STUD HORSE BUTTE 10-23 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-23-NWSE
STUD HORSE BUTTE 10-24 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-24-NWSE
STUD HORSE BUTTE 12-24 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-24-NWSW
STUD HORSE BUTTE 14-23 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-23-SESW
STUD HORSE BUTTE 14-24 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-24-SESW
STUD HORSE BUTTE 16-23 63.7500% 51.0000% BLM WYM-118155 ONAGER ENTERPRISES 12/1/89 29N-108W-23-SESE
B-i
INSOFAR AND
ONLY INSOFAR AS
WELL NAME WI NRI LEASE LESSEE DATE LEASE COVERS
STEWART POINT WELLS
- -------------------
STEWART POINT 6-32 50.0000% 38.8500% BLM WYW-015315 MARY ALICE GUENSEL 6/1/52 33N-109W-32-SENW
PINEDALE 4A 63.7500% 51.0000% BLM WYW-06286 DONALD B ANDERSON 6/1/51 32N-109W-34-NW
B-ii