EXHIBIT 10.25
This instrument was prepared by
and after recording return to:
Xxxxx X. Xxxxxxxx, Esq.
Xxxx & Xxxx LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
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SPACE ABOVE THIS LINE FOR RECORDER'S USE.
DEED OF TRUST MODIFICATION AGREEMENT
MADE BY
PACIFIC ENERGY RESOURCES LTD.
a Delaware corporation
as "Mortgagor"
and
PETROCAL ACQUISITION CORP.
a Delaware corporation
as "Mortgagor"
to
CHICAGO TITLE COMPANY
as "Trustee"
for the benefit of
LAURUS MASTER FUND, LTD.
a Cayman Islands company
as "Mortgagee"
DEED OF TRUST MODIFICATION AGREEMENT
EMPLOYER IDENTIFICATION NUMBER OF PACIFIC: 00-0000000
ORGANIZATIONAL IDENTIFICATION NUMBER OF PACIFIC: 3794132
EMPLOYER IDENTIFICATION NUMBER OF PETROCAL: 00-0000000
ORGANIZATIONAL IDENTIFICATION NUMBER OF PETROCAL: 3781355
THIS DEED OF TRUST MODIFICATION AGREEMENT (this "MODIFICATION
AGREEMENT") is from PACIFIC ENERGY RESOURCES LTD., a Delaware corporation, as
Mortgagor ("PACIFIC") and PETROCAL ACQUISITION CORP., a Delaware corporation, as
Mortgagor ("PETROCAL" together with Pacific, each a "MORTGAGOR" and
collectively, "MORTGAGORS"), to CHICAGO TITLE COMPANY, as Trustee ("TRUSTEE")
for the benefit of LAURUS MASTER FUND, LTD., a Cayman Islands company
("MORTGAGEE").
RECITALS:
WHEREAS, Mortgagors heretofore executed and delivered to Mortgagee that
certain DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF
PRODUCTION dated as of December 23, 2005 (the "Deed of Trust"), conveying to
Trustee, for the benefit of Mortgagee, the Mortgaged Property (as defined in the
Deed of Trust);
WHEREAS, the Deed of Trust was recorded on December 29, 2005, as
Instrument No. 00-0000000, in the Official Records of the Recorder's Office in
the County of Los Angeles, State of California; and
WHEREAS, Mortgagors and Mortgagee desire to amend and modify the Deed
of Trust on the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the sum of $10.00 and other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged and confessed by each Mortgagor, the parties hereto hereby agree as
follows:
1. The first paragraph of the Deed of Trust, immediately prior to the Recitals
thereto, is hereby amended in its entirety to provide as follows:
"THIS DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND
ASSIGNMENT OF PRODUCTION (this "DEED OF TRUST") is from PACIFIC ENERGY
RESOURCES LTD., a Delaware corporation, as Mortgagor ("PACIFIC") and
PETROCAL ACQUISITION CORP., a Delaware corporation, as Mortgagor
("PETROCAL" together with Pacific, each a "MORTGAGOR" and collectively,
"MORTGAGORS"), to CHICAGO TITLE COMPANY, as Trustee ("TRUSTEE") for the
benefit of LAURUS MASTER FUND, LTD., a Cayman Islands company
("MORTGAGEE"). The addresses of Mortgagor and each Mortgagee are set
forth in Section 7.14 hereof."
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2. The defined term "Effective Date" set forth in Section 1.1 of the Deed of
Trust is hereby deleted in its entirety.
3. The opening paragraph of Article II of the Deed of Trust through and
including the semi-colon immediately preceding clause "(a)" thereof is hereby
amended in its entirety to provide as follows:
"Each Mortgagor, for and in consideration of the sum of $10.00
and other good and valuable consideration, in hand paid by Mortgagee,
the receipt and adequacy of which are hereby acknowledged and confessed
by each Mortgagor, and for and in consideration of the debt and
purposes hereinafter set forth, to secure the full and complete payment
and performance of the Secured Indebtedness and to secure the
performance of the covenants, obligations, agreements and undertakings
of each Mortgagor hereinafter described, hereby acknowledges, confirms
and agrees that each Mortgagor has GRANTED, BARGAINED, WARRANTED,
MORTGAGED, ASSIGNED, TRANSFERRED and CONVEYED, and by these presents
does GRANT, BARGAIN, WARRANT, MORTGAGE, ASSIGN, TRANSFER and CONVEY
unto Trustee, its substitutes or successors, and its and their assigns,
with power of sale, for the benefit of Mortgagee, as herein provided,
for the uses and purposes herein set forth, with warranties and
covenants of title only to the extent provided herein and in the Credit
Agreements, all of such Mortgagor's right, title and interest, whether
now owned or hereafter acquired, in all of the hereinafter described
properties, rights and interests; and, insofar as such properties,
rights and interests consist of equipment, general intangibles,
accounts, contract rights, inventory, goods, chattel paper,
instruments, documents, money, fixtures, asextracted collateral,
proceeds and products of collateral or any other Personal Property of a
kind or character defined in or subject to the applicable provisions of
the Code, each Mortgagor hereby grants to Trustee, in trust, for the
benefit of Mortgagee, a security interest therein, whether now owned or
hereafter acquired, namely:"
4. Clause (d) in Article II of the Deed of Trust is hereby amended by deleting
the phrase "from and after the Effective Date".
5. Clause "(c)" of Article III of the Deed of Trust is hereby amended in its
entirety to provide as follows:
"(c) payment and performance of any and all present and future
obligations of each Mortgagor according to the terms of any present or
future hedge transaction, in each case relating to the transactions
contemplated by the Credit Agreements, including, without limitation,
any present or future swap agreements, cap, floor, collar, exchange
transaction, forward agreement or other exchange or protection
agreements relating to any such transaction now existing or hereafter
entered into between any Mortgagor, on the one hand and Mortgagee on
the other hand;"
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6. Clause "(e)" of Article III of the Deed of Trust is hereby amended in its
entirety to provide as follows:
"(e) all other and additional debts, obligations and liabilities of
every kind and character of each Mortgagor now existing or hereafter
arising in connection with any of the Credit Agreements (all of the
obligations and indebtedness referred to in this ARTICLE III, and all
renewals, refinancings, extensions and modifications thereof, and all
substitutions therefor, in whole or in part, are herein sometimes
referred to as the "SECURED INDEBTEDNESS")."
7. The Power of Sale paragraph set forth in Article VI of the Deed of Trust
immediately following Section 6.1(f) thereof is hereby amended in its entirety
to provide as follows:
"A POWER OF SALE HAS BEEN GRANTED IN THIS DEED OF TRUST. A POWER OF
SALE MAY ALLOW MORTGAGEE TO TAKE THE MORTGAGED PROPERTY AND SELL IT
WITHOUT GOING TO COURT IN A FORECLOSURE ACTION UPON DEFAULT BY ANY
MORTGAGOR UNDER THIS DEED OF TRUST."
8. Section 6.1(f) of the Deed of Trust is hereby amended by deleting the first
reference to "Effective Date" contained therein and replacing it with the word
"date".
9. Section 6.1(f) of the Deed of Trust is hereby amended by deleting the second
reference to "Effective Date" contained therein and replacing it with the phrase
"date hereof".
10. Section 8.1 of the Deed of Trust is hereby amended be deleting the phrase
"on and after the Effective Date" contained therein.
11. All references to the "Deed of Trust" in the Deed of Trust and herein shall
mean the "Deed of Trust" as amended by this Modification Agreement and as may be
further amended, modified, supplemented and/or restated from time to time.
12. In all other respects, the Deed of Trust is hereby restated, reaffirmed and
incorporated herein, the only amendments intended to be made thereto being those
above set forth. Except as specifically set forth herein to the contrary, all
terms defined in the Deed of Trust shall have the same meanings herein as
therein
8. This Modification Agreement is binding upon each Mortgagor, and such
Mortgagor's heirs, devisees, successors, personal and legal representatives and
assigns, and shall inure to the benefit of Mortgagee and Trustee, and their
successors, legal representatives and assigns, and the provisions hereof shall
likewise be covenants running with the Lands.
9. This Modification Agreement may be executed in any number of counterparts,
each of which shall for all purposes be deemed to be an original, and all of
which are identical.
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10. THIS MODIFICATION AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA AND THE LAWS OF THE UNITED
STATES OF AMERICA, EXCEPT TO THE EXTENT THAT THE LAWS OF ANY STATE IN WHICH THE
MORTGAGED PROPERTY IS LOCATED NECESSARILY GOVERNS THE VALIDITY, PERFECTION,
PRIORITY AND ENFORCEABILITY OF, AND THE EXERCISE OF ANY REMEDIES WITH RESPECT
TO, ANY LIEN INTENDED TO BE CREATED HEREBY ON THE MORTGAGED PROPERTY LOCATED IN
SUCH STATE.
[Signature Page to Follow]
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IN WITNESS WHEREOF, each Mortgagor, acting by and through its duly
authorized officer has executed this Modification Agreement dated and effective
as of June 29, 2006.
PACIFIC ENERGY RESOURCES, LTD
By: /S/ XXXXXX XXXXX
------------------------------------
Xxxxxx Xxxxx, President
The address of Pacific Energy Resources Ltd. is:
0000 Xxxx Xxxx X Xxxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000-0000
PETROCAL ACQUISITION CORP.
By: /S/ XXXXXX XXXXX
------------------------------------
Xxxxxx Xxxxx, President
The address of Petrocal Acquisition Corp. is:
0000 Xxxx Xxxx X Xxxxxx
Xxxx Xxxxx, Xxxxxxxxxx 00000-0000
This Deed of Trust was prepared by, and
recorded counterparts should be
returned to:
Xxxxx Xxxxxxxx, Esq.
Loeb & Loeb LLP
000 Xxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
