WHEN RECORDED MAIL TO: EXHIBIT 4.4
▇▇▇▇▇▇ & ▇▇▇▇▇▇ L.L.P.
▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ Tower
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-6760
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
ACT OF
SECOND AMENDMENT OF MORTGAGE,
SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND
FINANCING STATEMENT
THE STATE OF TEXAS (S)
(S)
COUNTY OF ▇▇▇▇▇▇ (S)
Be it known that on this 3rd day of June, 1997, before me, the undersigned
Notary Public, duly commissioned and qualified in and for the County and State
aforesaid; and therein residing, and in the presence of the undersigned
competent witnesses, whose names are subscribed hereto, personally came and
appeared:
▇▇▇▇▇▇ PETROLEUM CORPORATION, a Louisiana corporation, whose Federal Tax
Identification Number is ▇▇-▇▇▇▇▇▇▇ with a mailing address of ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇-▇▇▇▇, appearing herein
through ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, its duly authorized President, acting pursuant to
resolutions of the Board of Directors of such corporation, a certified
extract of which are attached hereto ("Mortgagor"), and
U.S. TRUST COMPANY OF TEXAS, N.A., as Trustee under and pursuant to the
Indenture (hereinafter defined), whose Federal Tax Identification Number is
75-23537458 with a mailing address of ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, Attention: Corporate Trust appearing herein through ▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, its duly authorized Vice President ("Mortgagee"),
which ▇▇▇▇▇▇▇▇▇ and Mortgagee through their respective representative declared
unto me, Notary as follows:
That, ▇▇▇▇▇▇▇▇▇ executed that certain Act of Mortgage, Security Agreement,
Assignment of Production and Financing Statement dated November 21, 1996, passed
before ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Notary Public, in favor of Joint Energy Development
Investments Limited Partnership, a Delaware limited partnership ("JEDI"), filed
for record in the parishes in the State of Louisiana as set forth on Exhibit A
attached hereto, as amended by Act of First Amendment of Mortgage, Security
Agreement, Assignment of Production and Financing Statement dated effective as
of December 16,
1996, passed before ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Notary Public, recorded in the parishes in
the State of Louisiana as set forth on attached Exhibit A (as so amended, the
"Mortgage").
That, the Mortgage was executed to secure the indebtedness, obligations and
liabilities of Mortgagor to JEDI under that certain Loan Agreement dated
December 16, 1996, by and between ▇▇▇▇▇▇▇▇▇ and JEDI (the "Loan Agreement"),
including, without limitation, such indebtedness, obligations and liabilities
evidenced by that certain $10,000,000 promissory note dated December 16, 1996,
executed by ▇▇▇▇▇▇▇▇▇ and payable to the order of JEDI (the "Prior Note").
That, JEDI has assigned all of its rights, titles and interests in and to
the Prior Note and all liens and security interests securing the payment
thereof, including, without limitation, all liens and security interests created
by and existing under the Mortgage, to Mortgagee pursuant to that certain Act of
Assignment of Note and Liens dated of even date herewith filed for record
immediately prior to the recordation of this Act in each of the parishes in the
State of Louisiana referred to in attached Exhibit A.
That Mortgagor and Mortgagee have amended and restated the Prior Note
pursuant to the terms of that certain Indenture dated as of June 3, 1997 by and
between Mortgagor and Mortgagee (the "Indenture") and Mortgagee has further
extended additional credit to Mortgagor pursuant to the Indenture, all pursuant
to the terms and conditions of those certain senior secured notes (the "Notes")
issued pursuant to the Indenture in the maximum principal amount of $70,000,000,
which Notes, to the extent of $10,000,000.00 represent a renewal, extension, and
modification of the Prior Note, and otherwise represent additional debts and
obligations which constitute additional "Obligations" under the terms of the
Mortgage and which are secured by the Mortgage.
That Mortgagor and Mortgagee wish to amend the Mortgage to reflect the
foregoing and to confirm the continued validity, enforceability and priority of
the Mortgage as security for the Notes and obligations under the Indenture and
other Obligations from time to time outstanding.
That, pursuant to the Indenture, Mortgagor hereby desires to amend certain
definitions contained in the Mortgage.
Therefore, for and in consideration of the sum of Ten and No/100 Dollars
($10.00) and other good and valuable consideration in hand paid by Mortgagee to
Mortgagor, Mortgagor and Mortgagee hereby agree that the Mortgage is hereby
amended as follows:
1. Section 1.12. Section 1.12 is hereby amended in its entirety to read
as follows:
"1.12 'Mortgage' means this Act of Mortgage, Security Agreement,
Assignment of Production and Financing Statement, as amended by Act of
First Amendment of Mortgage, Security Agreement, Assignment of Production
and Financing Statement dated effective as of December 16, 1996, as further
amended by Act of Second Amendment of Mortgage, Security Agreement,
Assignment of Production and Financing Statement dated June 3, 1997, and as
it may be further amended, modified, supplemented and/or restated from time
to time."
-2-
2. Section 1.13. The term "Mortgagee", as defined in Section 1.13, is
hereby amended to mean U.S. Trust Company of Texas, N.A., as Trustee under and
pursuant to the Indenture, its successors and assigns, and any legal owner,
holder, assignee or pledgee of all or any of the New Notes or other Obligations.
3. Section 1.14. Section 1.14 of the Mortgage is hereby amended in its
entirety to read as follows:
"1.14 'Note' means, collectively, those certain 13.5% Senior Secured
Notes due 2004, Series A, and 13.5% Senior Secured Notes due 2004, Series B
in the aggregate principal amount of $70,000,000, issued by Mortgagor
pursuant to that certain Indenture dated as of June 3, 1997, by and between
Mortgagor and Mortgagee (the "Indenture"), payable to the order of
Mortgagee and with final maturity on or before June 1, 2004, and any and
all renewals, extensions for any period, rearrangements, replacements,
reissues, substitutions, increases and/or modifications of any or all of
said Notes."
4. Section 1.15. Clauses (d), (e) and (f) of Section 1.15 are hereby
amended in their entirety to read as follows:
"(d) all sums advanced or costs or expenses incurred by Mortgagee,
which are made or incurred pursuant to, or allowed by, the terms of this
instrument, the Indenture, or any other instrument executed in connection
with the Note, including but not limited to, all legal fees and all
engineering and other costs incurred in connection with Mortgagee's due
diligence, plus interest thereon from the date of the advance until
reimbursement of Mortgagee charged at the Default Rate; (e) all renewals,
extensions, amendments and substitutions of the above whether or not
Mortgagor executes any renewal or extension agreement; and (f) any amounts
due and payable by Mortgagor under any Price Protection Agreement approved
by Mortgagee, including any costs and expenses incurred by any counter-
party in connection therewith."
5. Sections 2.1, 2.3 and 3.1(a). Sections 2.1, 2.2 and 3.1(a) are hereby
amended by deleting the phrase "and as collateral agent on behalf of ECT
Securities Corp."
6. Sections 4.3(g)(ii) and 4.4(h)(iv). Sections 4.3(g)(ii) and
4.4(h)(iv) are hereby deleted in their entirety.
7. Section 6.12. The name and address of Mortgagee contained in Section
6.12 is hereby amended to read as follows:
U.S. Trust Company of Texas, N.A.,
as Trustee
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
Attention: Corporate Trust.
-3-
8. No Paraph. Mortgagor and Mortgagee acknowledge that none of the Notes
or other evidences of Obligations have been presented to the undersigned Notary
Public to be paraphed for identification with the Mortgage as amended hereby.
9. Mortgage Renewed and Extended; Reaffirmation. None of the rights,
titles and interests existing or to exist under the Mortgage are hereby
released, diminished or impaired. The Mortgage is amended and is hereby renewed
and extended and Mortgagor reaffirms all covenants, representations and
warranties made in the Mortgage at the time the Mortgage was executed. Reference
is made herein to the Mortgage and the recording thereof for a description of
the property covered thereby and for all other purposes in connection herewith.
10. Counterparts. This Act is being executed in several counterparts, all
of which are identical. Each of such counterparts shall for all purposes be
deemed to be an original and all such counterparts shall together constitute but
one and the same instrument.
-4-
Thus done and passed in my office in Houston, ▇▇▇▇▇▇ County, Texas, this
3rd day of June, 1997, effective for all purposes as of June 3, 1997, in the
presence of the undersigned competent witnesses who hereunto sign their names
with the Mortgagor, Mortgagee and me, Notary, after due reading of the whole.
MORTGAGOR:
▇▇▇▇▇▇ PETROLEUM CORPORATION
Witnesses to all signatures: By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇ Title: President
Name: ▇▇▇▇ ▇▇▇▇▇▇▇
MORTGAGEE:
U.S. TRUST COMPANY OF TEXAS, N.A.,
as Trustee
By: /s/ ▇. ▇▇▇▇▇▇▇▇▇
------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ Title: Vice President
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
(Seal) /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------
Notary Public
-5-
EXHIBIT A
TO
ACT OF SECOND AMENDMENT OF MORTGAGE,
SECURITY AGREEMENT, ASSIGNMENT OF PRODUCTION AND FINANCING STATEMENT
1. Act of Mortgage, Security Agreement, Assignment of Production and Financing
Statement dated November 21, 1996, executed by ▇▇▇▇▇▇ Petroleum
Corporation, passed before ▇▇▇▇▇ ▇. ▇▇▇▇▇▇, Notary Public, recorded in the
following parishes in the State of Louisiana:
Parish Book Page/Folio Entry No.
------ ------------- ---------- ---------
Jefferson Mineral Lease 150 96-63909
Book 136
MOB 3775 163 96-63909
Lafourche COB 1290 226 806225
MOB 728 673 806225
St. ▇▇▇▇▇▇▇ COB 515 663 206916
MOB 622 586 206916
Terrebonne COB 1532 987329
MOB 1081 987329
2. Act of First Amendment of Mortgage, Security Agreement, Assignment of
Production and Financing Statement dated December 23, 1996, executed by
▇▇▇▇▇▇ Petroleum Corporation, passed before ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Notary
Public, recorded in the following parishes in the State of Louisiana:
Parish Book Page/Folio Entry No.
------ ------------- ---------- ---------
Jefferson Mineral Lease
Book 136 166 96-68975
MOB 3778 580 96-68975
Lafourche COB 1293 358 807596
MOB 731 136 807596
St. ▇▇▇▇▇▇▇ COB 516 659 207615
MOB 624 583 207615
Terrebonne COB 1538 989317
MOB 1085 989317
-6-
ASSISTANT SECRETARY'S CERTIFICATE OF
▇▇▇▇▇▇ PETROLEUM CORPORATION
The undersigned, being the Assistant Secretary of ▇▇▇▇▇▇ Petroleum
Corporation, a Delaware corporation (the "Company"), hereby certifies that
attached hereto as Exhibit "A" is a true copy of resolutions duly adopted by the
Board of Directors of the Company, and such resolutions have not been revoked,
rescinded or modified and are now in full force and effect.
IN WITNESS WHEREOF, the undersigned has executed this certificate as of the
3rd day of June, 1997.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇
---------------------------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇
Assistant Secretary of ▇▇▇▇▇▇ Petroleum Corporation
-7-
EXHIBIT "A"
RESOLUTIONS OF (EXTRACT)
THE BOARD OF DIRECTORS
OF
▇▇▇▇▇▇ PETROLEUM CORPORATION
--------------------
***********
(DEBT OFFERING)
RESOLVED, that the Company be, and it hereby is, authorized to offer, issue
and sell (the "Debt Offering") 70,000 units (the "Units"), each Unit
consisting of $1,000 aggregate principal amount of 13.5% Senior Secured
Notes due June 1, 2004, (collectively, the "Initial Notes") and one Common
Stock Purchase Warrant (collectively, the "Note Warrants") to purchase
0.41524 shares of the Company's common stock, no par value per share (the
"Common Stock"), at an initial exercise price of $1.00 per share, subject
to adjustment, to ▇▇▇▇▇▇▇▇▇ & Company, Inc. (the "Initial Purchaser"),
pursuant to and on the terms and conditions set forth in the Offering
Circular dated May 30, 1997 (the "Final Debt Offering Circular") of the
Company with respect to the Debt Offering, and the Purchase Agreement dated
June 3, 1997 (the "Debt Purchase Agreement") among the Initial Purchaser
and the Company, setting forth the terms and conditions of the purchase and
sale of the Units pursuant to the Debt Offering; and it was
RESOLVED FURTHER, that the actions heretofore taken by the Chairman of the
Board and Chief Executive Officer of the Company to fix and determine the
price at which the Units to be issued by the Company pursuant to the Debt
Offering shall be sold be, and they hereby are, approved, ratified and
adopted in all respects; and it was
RESOLVED FURTHER, that the Chairman of the Board and Chief Executive
Officer; President; Vice President of Finance and Administration;
Secretary; Assistant Secretary or any other proper officer of the Company
(each, an "Authorized Officer") be, and each of them hereby is, authorized
and directed upon receipt of the consideration therefor, to deliver to the
Initial Purchaser the Units, in accordance with the terms and conditions of
the Final Debt Offering Circular and the Debt Purchase Agreement; and it
was
RESOLVED FURTHER, that the Final Debt Offering Circular be, and the same
hereby is, approved, adopted and ratified in all respects, with such
-8-
changes thereto as any Authorized Officer may deem or have deemed necessary
or appropriate, and that all actions of the Company's officers heretofore
taken in connection with the Final Debt Offering Circular and the
Preliminary Offering Circular dated April 18, 1997 (the "Preliminary Debt
Offering Circular") including, without limitation, the preparation,
delivery and amendment thereof, be, and the same hereby are, approved,
adopted and ratified in all respects; and it was
RESOLVED FURTHER, that the Authorized Officers be, and each of them hereby
is, authorized and directed, in the name and on behalf of the Company, to
deliver copies of the Final Debt Offering Circular to the Initial Purchaser
prior to the closing under the Debt Offering (the "Closing"), with such
further additions, deletions or amendments thereto or thereof as any such
officer shall approve; and it was
RESOLVED FURTHER, that the preparation, execution, delivery and performance
by the Authorized Officers of the Debt Purchase Agreement be, and the same
hereby is, authorized, directed, approved, ratified and adopted in all
respects, with such further additions, deletions or amendments thereto or
thereof as such officer shall approve, his or her execution thereof
constituting conclusive evidence of such approval and his or her authority
so to do; and it was
RESOLVED FURTHER, that the form of Indenture dated as of June 3, 1997 (the
"Indenture") between the Company and U.S. Trust Company of Texas, N.A., as
trustee (the "Trustee"), be, and the same hereby is, approved in all
respects, and that the Authorized Officers be, and each of them hereby is,
authorized and directed in the name and on behalf of the Company, to
execute, deliver and perform the Indenture, with such further additions,
deletions or amendments thereto or thereof as such officer shall approve,
his or her execution thereof constituting conclusive evidence of such
approval and his or her authority so to do; and it was
RESOLVED FURTHER, that the form of Initial Notes, and the form of the 13.5%
Senior Notes due June 1, 2004, to be issued in exchange for the Initial
Notes (the "Exchange Notes" and, together with the Private Exchange Notes
(as defined in the Indenture) and the Initial Notes, the "Notes") to be
issued in connection with the Debt Offering and pursuant to the registered
exchange offer of the Exchange Notes for the Initial Notes as provided in
the Debt Registration Rights Agreement (as defined below), in substantially
the forms attached to the Indenture, be, and they each hereby are, approved
in all respects; that the Authorized Officers of the Company be, and each
of them hereby is, authorized and directed, in the name and on behalf of
the Company, to execute, acknowledge, issue and deliver up to $70,000,000
in aggregate principal amount of the Notes in accordance with the
provisions of the Debt Purchase Agreement,
-9-
the Indenture and the Debt Registration Rights Agreement, with such further
additions, deletions or amendments thereto or thereof as such officer shall
approve, his or her execution thereof, constituting conclusive evidence of
such approval and his or her authority so to do; and that, upon such
issuance and delivery in accordance with the provisions of such agreements,
the Notes shall constitute valid and binding obligations of the Company and
shall be entitled to the benefits of the Indenture; and it was
RESOLVED FURTHER, that the form of Warrant Agreement dated as of June 3,
1997 (the "Debt Warrant Agreement") of the Company for the benefit of the
holders of the Warrant Certificates (as defined therein) relating to the
issuance of the Note Warrants to purchase an aggregate of 29,067 shares of
Common Stock, and warrants to purchase an additional 4,844 shares of
Common Stock (the "Additional Warrants") be, and the same hereby is,
approved in all respects, and that the Authorized Officers be, and each of
them hereby is, authorized and directed, in the name and on behalf of the
Corporation, to execute, deliver and perform the Debt Warrant Agreement
with such further additions, deletions or amendments thereto or thereof as
such officer shall approve, his or her execution thereof, constituting
conclusive evidence of such approval and his or her authority so to do; and
it was
RESOLVED FURTHER, that Note Warrants and Additional Warrants (collectively,
the "Debt Warrants"), in substantially the forms attached to the Debt
Warrant Agreement be, and they each hereby are, approved in all respects;
that the Corporation shall issue the Debt Warrants to the Initial Purchaser
pursuant to the terms and conditions set forth in the Debt Warrant
Agreement; and that the Authorized Officers be, and each of them hereby is,
authorized and directed, in the name and on behalf of the Corporation, to
execute, acknowledge, and deliver the Debt Warrants in accordance with the
provisions of the Debt Purchase Agreement and the Debt Warrant Agreement
with such further additions, deletions or amendments thereto or thereof as
such officer shall approve, his or her execution thereof, constituting
conclusive evidence of such approval and his or her authority so to do; and
that upon such issuance and delivery in accordance with the provisions of
such Agreements, the Debt Warrants shall constitute valid and binding
obligations of the Company, subject to the availability of a sufficient
amount of available shares of Common Stock to permit exercise of such
Warrants; and it was
RESOLVED FURTHER, that the form of Registration Rights Agreement dated as
of June 3, 1997 (the "Debt Registration Rights Agreement"), among the
Company and the Initial Purchaser relating to the Exchange Offer (as
hereinafter defined) and the "shelf" and "piggy back" registration of the
shares of Common Stock issuable upon exercise of the Debt Warrants be, and
the same hereby is, approved in all respects; and that the Authorized
Officers of the Company be, and each of them hereby is, authorized and
directed, in the name and on behalf
-10-
of the Company, to execute, deliver and perform the Debt Registration
Rights Agreement, with such further additions, deletions or amendments
thereto or thereof as such officer shall approve, his or her execution
thereof constituting conclusive evidence of such approval and his or her
authority so to do; and it was
(MORTGAGE AND SECURITY AGREEMENTS)
RESOLVED FURTHER, that to continue and preserve the liens currently held by
JEDI for the benefit of the Indenture Trustee, the Company be, and it
hereby is, authorized (i) to purchase the JEDI note and related liens from
JEDI pursuant to an Assignment of Note and Lien, in a form acceptable to an
Authorized Officer, for a purchase price equal to the full amount of the
outstanding indebtedness under the JEDI note, (ii) to amend the mortgage
thereby acquired to increase the amount of the debt secured by the mortgage
to $70,000,000 for the benefit of the Indenture Trustee, and (iii) to file
such assignment and amendment of record for the benefit of the Indenture
Trustee; and
RESOLVED FURTHER, that the form of Mortgage, Security Agreement, Pledge and
Financing Statement dated as of June 3, 1997 (the "Security Agreement"),
among the Company and the Trustee, be, and the same hereby is, approved in
all respects; and that as soon as practicable after the Closing, the
Company be, and it hereby is, authorized to grant a first Lien and Security
Interest in the Collateral (as each such term is defined in the Security
Agreement) to secure payment of all of the Indebtedness of the Company
under the Notes and the Indenture; and that the Authorized Officers of the
Company be, and each of them hereby is, authorized and directed, in the
name and on behalf of the Company, to execute, deliver and perform the
Security Agreement, with such further additions, deletions or amendments
thereto or thereof as such officer shall approve, his or her execution
thereof constituting conclusive evidence of such approval and his or her
authority so to do.
WHEREAS, the Company did execute the 13.5% Senior Secured Notes due June 1,
2004, in the aggregate principal amount of $70,000,000.00, payable to the
order of the Indenture Trustee (the "Notes"); and
NOW THEREFORE, the Board of Directors of the Company does hereby ratify and
reaffirm the execution and delivery of the Notes to the Indenture Trustee
and does hereby ratify and reaffirm all covenants and obligations of
Company thereunder; and all liens and other collateral heretofore given as
security for the payment of the Notes (as hereinafter defined), including
specifically, without limitation, the Mortgage and the Financing Statements
(each as hereinafter defined); and
-11-
RESOLVED, that the Board of Directors of the Company does hereby authorize
the Company to execute and deliver to the Indenture Trustee (i) Act of
Second Amendment of Mortgage, Security Agreement, Assignment of Production
and Financing Statement covering certain properties owned by the Company as
described therein (the "Mortgage"), (ii) Financing Statements perfecting
the security interests created by the Mortgage (the "Financing Statements")
and (iii) the Notes, with such changes therein as the person executing the
same shall approve, such approval to be conclusively evidenced by his
execution thereof; and further
RESOLVED, that each officer of the Company is hereby authorized to execute
and deliver on behalf of the Company, in such forms as the Indenture
Trustee may require any and all other agreements, instruments and documents
which may be requested or required by the Indenture Trustee to take any and
all other action relating to or in connection with the Notes, the Mortgage
or the Financing Statements; and further
RESOLVED, that any and all documents, instruments and agreements executed
by an officer of the Company pursuant to these resolutions may contain such
terms and conditions as the person executing the same shall approve,
including confessions of judgment, pacts de non alienando, waivers of
appraisement and waivers of notice and delay, such approval to be
conclusively evidenced by his execution thereof; and further
RESOLVED, that the signature of any officer of the Company on any
agreement, instrument or document is sufficient to bind the Company, and no
other signature shall be required; and further
RESOLVED, that the Indenture Trustee may rely on these resolutions and
these resolutions shall remain in full force and effect until such time as
notice to the contrary is duly delivered to the Indenture Trustee and
receipted for in writing by a vice president of the Indenture Trustee.
(RATIFICATION)
RESOLVED, that any action taken by any officer or director of the Company
prior to the date of this Meeting which would have been authorized by the
foregoing resolutions, except that such actions were taken prior to such
date, is hereby ratified, approved, and adopted.
(GENERAL IMPLEMENTING POWERS)
RESOLVED, that the Authorized Officers be, and each of them hereby is,
authorized and directed to negotiate, prepare, execute, deliver, file,
record, acknowledge, swear to, and affix the corporate seal to all such
agreements,
-12-
documents, certificates, instruments and other papers, and take all such
action, and cause all such action to be taken, and do any and all of those
things as each such officer doing any such thing may deem necessary,
desirable, appropriate, expedient or proper to implement the foregoing
resolutions and to perform the terms and conditions of all such agreements
referred to herein, his or her execution thereof or action taken thereby to
be deemed conclusive evidence of his or her approval thereof and authority
therefor; and it was
RESOLVED FURTHER, that any person dealing with any of the Authorized
Officers in connection with transactions authorized by the foregoing
resolutions shall be conclusively entitled to rely upon the authority of
such Authorized Officer, and the execution and delivery of such document,
agreement or instrument by such Authorized Officer shall create a valid and
binding obligation of the Company, enforceable in accordance with its
terms; and it was
RESOLVED FURTHER, that the corporate seal of the Company may be affixed to
any instrument or document executed pursuant to the foregoing resolutions
in original or facsimile form; and it was
RESOLVED FURTHER, that the Secretary or an Assistant Secretary of the
Company be, and each of them hereby is, authorized and directed to certify
copies of these resolutions and/or minutes adopted by the Board of
Directors at the Meeting and to provide such certified copies to all such
parties as may be required or otherwise entitled to receive same.
-13-
SCHEDULE OF RECORDING DATA
Act of Second Amendment of Mortgage, Security Agreement, Assignment of
Production and Financing Statement dated effective June 3, 1997, executed
by ▇▇▇▇▇▇ Petroleum Corporation, passed before ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Notary
Public, recorded in the following parishes in the State of Louisiana:
Parish Book Page/Folio Entry No.
------ ------------- ---------- ---------
Jefferson Mineral Lease
Book 136 329 97-28809
MOB 3800 106 97-28809
Lafourche COB 1310 152 815670
MOB 744 609 815670
St. ▇▇▇▇▇▇▇ COB 522 273 211524
MOB 636 73 211524
Terrebonne COB 1560 178 999453
MOB 1107 632 999453
-14-
