First Supplement, Amendment, and Restatement of Deed of Trust, Mortgage, Security Agreement, Financing Statement and Assignment of Production

 

 

FROM

 

(as Borrower)

 

AND

 

(as Mortgagor and Debtor)

 

TO

 

(as Collateral Agent for the Secured Holders)

 

AND

 

(as Trustee)

 

FOR PURPOSES OF FILING THIS INSTRUMENT AS A FINANCING STATEMENT, THE MAILING ADDRESS OF MORTGAGOR/DEBTOR IS P. O. BOX 2033, TYLER, TEXAS ###-###-####; THE MAILING ADDRESS OF PASQUALE DeANGELIS, COLLATERAL AGENT FOR THE SECURED HOLDERS IS 2430 VANDERBILT BEACH ROAD, #108 - 190, NAPLES, FL 34109.

 

THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS, AND COVERS FUTURE ADVANCES AND PROCEEDS. INTERESTS IN OIL, GAS, MINERALS AND OTHER AS-EXTRACTED COLLATERAL OR IN ACCOUNTS RESULTING FROM THE SALE THEREOF, WHICH ARE INCLUDED IN THE MORTGAGED PROPERTY, WILL BE FINANCED AT WELLHEADS LOCATED ON THE LANDS DESCRIBED IN EXHIBIT A HERETO.

 

PERSONAL PROPERTY CONSTITUTING A PORTION OF THE MORTGAGED PROPERTY MAY BE OR MAY IN THE FUTURE BE AFFIXED TO THE LANDS DESCRIBED IN EXHIBIT A HERETO.

 

 

 

THIS FINANCING STATEMENT IS TO BE FILED, AMONG OTHER PLACES, IN THE REAL ESTATE RECORDS AND INDEXED AS BOTH A MORTGAGE AND A FINANCING STATEMENT.

 

*********************************

This instrument was prepared by Marc J. Ross, Esq., SICHENZIA ROSS FRIEDMAN FERENCE LLP, 61 Broadway, 32nd Floor, New York, New York 10006.

 

ATTENTION OF RECORDING OFFICER: This instrument is a mortgage of both real and personal property and is, among other things, a Security Agreement and Financing Statement under the Uniform Commercial Code. This instrument creates a lien on rights in or relating to the Leases and Lands, as defined herein, and all other Collateral, as defined herein, of Mortgagor.

 

RECORDED DOCUMENT SHOULD BE RETURNED TO:

 

KELLEY DRYE & WARREN LLP

101 Park Avenue

New York, New York 10178

Attn: Jane Jablons, Esq.

 

 

 

 

(THIS INSTRUMENT CONTAINS AFTER-ACQUIRED PROPERTY PROVISIONS)

 

This First Supplement, Amendment, And Restatement Of Deed Of Trust, Mortgage, Security Agreement, Financing Statement And Assignment Of Production (hereinafter called the “Amended Mortgage”) is entered into as of the effective date of the Mortgage, as defined below (the “Effective Date”), between PEGASI ENERGY RESOURCES CORPORATION, a Nevada corporation, as the Borrower, as defined in the Mortgage, and PEGASI ENERGY RESOURCES CORPORATION, a Texas corporation, as the Mortgagor, as defined in the Mortgage, and Pasquale DeAngelis as the Collateral Agent, as defined in the Mortgage.

 

WHEREAS, by Deed Of Trust, Mortgage, Security Agreement, Financing Statement And Assignment Of Production (the “Mortgage”), Mortgagor did grant, bargain, sell, convey, transfer and assign, to the Trustee, for the benefit of the Collateral Agent for the Secured Holders, as defined in the Mortgage, a security interest with power of sale in all of Mortgagor’s right, title, and interest in and to the Mortgaged Property, as described in or referred to in the Mortgage, as security for the Secured Indebtedness, as defined in the Mortgage; and

 

WHEREAS the Mortgage is recorded in Volume 898, Page 72 of the Official Public Records of Marion County, Texas; and

 

WHEREAS, pursuant to the agreement of Borrower, Mortgagor, and Collateral Agent, Borrower, Mortgagor, and Collateral Agent have agreed to amend the first paragraph in Article I of the Mortgage, which is the paragraph immediately below the caption “GRANT OF LIENS AND SECURITY INTERESTS,” by deleting “December 29, 2014” from such paragraph and by substituting “January 9, 2015” in lieu thereof, in such paragraph in order that the first paragraph in Article I of the Mortgage provides as follows:

 

KNOW ALL MEN BY THESE PRESENTS: That this Deed Of Trust, Mortgage, Security Agreement, Financing Statement And Assignment Of Production (the “Mortgage”), is between PEGASI ENERGY RESOURCES CORPORATION, a Nevada corporation, whose mailing address is 218 N. Broadway, Suite 204, Tyler, Texas 75702 (the “Borrower”), and PEGASI ENERGY RESOURCES CORPORATION, a Texas corporation, whose mailing address is P. O. Box 2033, Tyler, Texas ###-###-#### (the “Mortgagor”), and Jay Moorin, as Trustee (the “Trustee”), whose address is c/o ProQuest Investments, 2430 Vanderbilt Beach Road, #108 - 190, Naples, FL 34109, and Pasquale DeAngelis as collateral agent (the “Collateral Agent”), whose address is c/o ProQuest Investments, 2430 Vanderbilt Beach Road, #108 - 190, Naples, FL 34109, for the holders of the senior secured notes issued by Borrower pursuant to that certain Securities Purchase Agreement dated on or about January 9, 2015 (the “Purchase Agreement”), by and between Borrower and the Buyers, as defined therein (the “Secured Holders”).

 

 

NOW, THEREFORE, in view of the foregoing Borrower, Mortgagor, and Collateral Agent hereby agree that the first paragraph in Article I of the Mortgage, which is the paragraph immediately below the caption “GRANT OF LIENS AND SECURITY INTERESTS,” is amended in the manner stated above, the same as if it had been originally included in the Mortgage.

 

This Amended Mortgage is intended to and shall be deemed to supplement, amend and restate the terms and provisions of the Mortgage, the liens and security interests of which are hereby expressly recognized to remain in full force and effect as amended and restated to cover all of the Mortgaged Property described in or referred to in the Mortgage and all of the rights, liens and security interests existing and to exist under the Mortgage are hereby renewed, extended, carried forward and conveyed to secure the Secured Indebtedness of the Mortgagor to the Collateral Agent as herein provided.

 

It is understood and agreed by Borrower, Mortgagor, and Collateral Agent that the provisions contained herein shall supersede any provisions to the contrary in the Mortgage; however, in all other respects, the Mortgage shall remain in full force and effect, and Borrower and Mortgagor do hereby ratify, confirm, and adopt the Mortgage to the Trustee, for the benefit of the Collateral Agent for the Secured Holders, as defined in the Mortgage, as hereby amended, as of the Effective Date, and do hereby grant, bargain, sell, convey, transfer and assign, unto the Trustee, for the benefit of the Collateral Agent for the Secured Holders, as defined in the Mortgage, as hereby amended, the Mortgaged Property as of the Effective Date.

 

For the convenience of the parties, this Amended Mortgage 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 Amended Mortgage.

 

 

 

 

 

 

Dated effective as of the Effective Date.

 

 

BORROWER:

 

PEGASI ENERGY RESOURCES CORPORATION,

a Nevada corporation

 

 

            By:                                                                

Name: Michael H. Neufeld

Title: President

 

 

COUNTY OF HARRIS                                        )

)  ss.:

STATE OF TEXAS                                              )

 

On this _______ day of January 2015, before me personally appeared Michael H. Neufeld, President of PEGASI ENERGY RESOURCES CORPORATION, a Nevada corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of such corporation and in the capacity therein stated.

 

 

 

 

 

PEGASI ENERGY RESOURCES CORPORATION,

a Texas corporation

 

 

            By:                                                                

Name: Michael H. Neufeld

Title: President

 

 

COUNTY OF HARRIS                                         )

)  ss.:

STATE OF TEXAS                                              )

 

On this _______ day of January 2015, before me personally appeared Michael H. Neufeld, President of PEGASI ENERGY RESOURCES CORPORATION, a Texas corporation, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of such corporation and in the capacity therein stated.

 

 

_____________________________

Notary Public

 

    

 

 

 

____________________________________

Pasquale DeAngelis, as Collateral Agent for the Secured Holders

 

 

COUNTY OF______________)

)  ss.:

STATE OF _______________)

 

On this _______ day of January 2015, before me personally appeared Pasquale DeAngelis, as Collateral Agent for the Secured Holders, known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and consideration therein expressed and in the capacity therein stated.

 

 

_____________________________

Notary Public