EXHIBIT 10.22
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
CARNEROS ENERGY, INC.
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 MORTGAGOR: 00-0000000
EMPLOYER IDENTIFICATION NUMBER OF MORTGAGOR: 3389076
THIS DEED OF TRUST MODIFICATION AGREEMENT (this "MODIFICATION AGREEMENT") is
from CARNEROS ENERGY, INC., a Delaware corporation, as Mortgagor ("MORTGAGOR"),
to CHICAGO TITLE COMPANY, as Trustee ("TRUSTEE") for the benefit of LAURUS
MASTER FUND, LTD., a Cayman Islands company ("MORTGAGEE").
RECITALS:
WHEREAS, Mortgagor heretofore executed and delivered to Mortgagee that
certain DEED OF TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF
PRODUCTION dated as of June 12, 2006 (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 June 16, 2006, as Instrument
No. 026147753, in the Official Records of the Recorder's Office in the County of
Xxxx, State of California; and
WHEREAS, Mortgagor 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 Mortgagor, the parties hereto hereby agree as
follows:
1. The defined term "Effective Date" set forth in Section 1.1 of the Deed of
Trust is hereby deleted in its entirety.
2. The defined term "Loans" set forth in Section 1.1 of the Deed of Trust is
hereby amended in its entirety to provide as follows:
"'LOANS' shall mean collectively, all amounts advanced by the Mortgagee
to Mortgagor, Gotland and/or Holdings under the Note and the Credit
Agreements."
3. The defined term "Obligations" set forth in Section 1.1 of the Deed of Trust
is hereby amended in its entirety to provide as follows:
"'OBLIGATIONS' shall mean all present and future indebtedness,
obligations and liabilities, and all renewals, refinancings and
extensions thereof, or any part thereof, of Mortgagor, Gotland and/or
Holdings, to Mortgagee arising pursuant to the Credit Agreements, or
arising pursuant to any commodity, interest rate, currency or other
swap, option, collar, futures contract or other contract pursuant to
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which a Person xxxxxx risks related to commodity prices, interest
rates, currency exchange rates, securities prices or financial market
conditions and any other commodity price hedging agreements by and
between Mortgagor, Gotland and/or Holdings and Mortgagee and all
interest accrued on any of the foregoing, and reasonable costs,
expenses, and attorneys' fees incurred in the enforcement or collection
thereof, regardless of whether such indebtedness, obligations and
liabilities are direct, indirect, fixed, contingent, liquidated,
unliquidated, joint, several or joint and several."
4. The defined term "Securities Purchase Agreement" set forth in Section 1.1 of
the Deed of Trust is hereby amended in its entirety to provide as follows:
"SECURITIES PURCHASE AGREEMENTS" means the Securities Purchase
Agreement dated as of May 31, 2006 among Holdings, Mortgagor (which
will join as a party thereto pursuant to the terms of a Joinder and
Amendment Agreement among Mortgagor, Gotland, Holdings and Mortgagee,
as amended, modified and supplemented from time to time, the "Joinder
Agreement") and Gotland (which will join as a party thereto pursuant to
the terms of the Joinder Agreement), as may be amended, modified and
supplemented from time to time."
5. Clause (d) in Article II of the Deed of Trust is hereby amended by deleting
the phrase "from and after the Effective Date".
6. 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".
7. 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".
8. The blank set forth in the notice provisions of Section 7.14 of the Deed of
Trust under the heading "Mortgagor-Debtor" opposite the word "Attention" is
hereby amended to read: "Attention: Xxxxx Xxxxx, President".
9. Section 8.1 of the Deed of Trust is hereby amended be deleting the phrase "on
and after the Effective Date" contained therein.
10. 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.
11. 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
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8. This Modification Agreement is binding upon Mortgagor, and 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.
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.
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IN WITNESS WHEREOF, Mortgagor, acting by and through its duly
authorized officer has executed this Modification Agreement dated and effective
as of June 29, 2006.
CARNEROS ENERGY, INC.
By: /S/ XXXXXX XXXXX
------------------------------------
Xxxxxx Xxxxx, President
The address of Carneros Energy, Inc. 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
NOTARY ACKNOWLEDGMENT
STATE OF _____________
COUNTY OF _____________
On ______________ before me, _______________, a Notary Public in and
for said County and State, personally appeared _______________ [[_] personally
known to me] [[_] proved to me on the basis of satisfactory evidence] to be the
persons(s) whose name(s) is/are subscribed to the within instrument and
acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ies), and that by his/her/their signature(s) on the
instrument the person(s), or the entity(ies) upon behalf of which the person(s)
acted, executed the instrument.
WITNESS my hand and official seal.
Signature ____________________________ (SEAL)
