JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 [email protected] August 16,...

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JONES WALKER Robin Riviere Paralegal D: 504.582.8269 [email protected] August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation U.S. Department ofthe Interior Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard New Orleans, Louisiana 70123-2392 Attention: Adjudication Re: First National Bank of Central Texas Non-Required Document Filing Lease files: See Exhibit A Our File No.: 16506100 Dear Filing Officer, I have enclosed the following documents pertaining to the leases on Exhibit A. These documents are submitted for filing purposes only, in order to put third persons on notice as to their execution and efficacy. 1. First Amendment to Deed of Trust, Security Agreement, Financing Statement and Assignment of Production effective as of November 29, 2019 from Sanare Energy Partners, LLC (formerly known as Northstar Offshore Ventures LLC), as Grantor and Debtor to Randall W. Crawford, as Trustee for the Benefit of the First National Bank of Central Texas, as Beneficiary (Category 1) (Fees: 2*29=$58) Please file these documents, together with a copy of this letter, in the record files for the leases listed on Exhibit A. Payment receipt is attached as evidence of payment. Please stamp date a copy of this letter and attachments as evidence of filing and return to the undersigned in the enclosed Federal Express Envelope. Please contact me with any questions at 985-778-8103 or 504-582-8269. Thank you. Yours truly. Robin M. Riviere Paralegal {N3869571.1) 201 St. Charles Avenue | New Orleans, LA 70170-5100 | T: 504.582.8000 | F: 504.582.8583 | joneswalker.com

Transcript of JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 [email protected] August 16,...

Page 1: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

JONES WALKER

Robin Riviere Paralegal D: 504.582.8269 [email protected]

August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management,

Enforcement and Regulation U.S. Department ofthe Interior Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard New Orleans, Louisiana 70123-2392 Attention: Adjudication

Re: First National Bank of Central Texas Non-Required Document Filing Lease files: See Exhibit A Our File No.: 16506100

Dear Filing Officer,

I have enclosed the following documents pertaining to the leases on Exhibit A. These documents are submitted for filing purposes only, in order to put third persons on notice as to their execution and efficacy.

1. First Amendment to Deed of Trust, Security Agreement, Financing Statement and Assignment of

Production effective as of November 29, 2019 from Sanare Energy Partners, LLC (formerly

known as Northstar Offshore Ventures LLC), as Grantor and Debtor to Randall W. Crawford, as

Trustee for the Benefit of the First National Bank of Central Texas, as Beneficiary (Category 1)

(Fees: 2*29=$58)

Please file these documents, together with a copy of this letter, in the record files for the leases listed on Exhibit A. Payment receipt is attached as evidence of payment.

Please stamp date a copy of this letter and attachments as evidence of filing and return to the undersigned in the enclosed Federal Express Envelope.

Please contact me with any questions at 985-778-8103 or 504-582-8269. Thank you.

Yours truly.

Robin M. Riviere Paralegal

{N3869571.1)

201 St. Charles Avenue | New Orleans, LA 70170-5100 | T: 504.582.8000 | F: 504.582.8583 | joneswalker.com

Page 2: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

EXHIBIT A

TEXAS LEASE NUMBERS

OCS-G

TAB LEASE #

1. 2391

2. 3241

{N3869571.il

Bureau of Ocean Energy Management, Enforcement and Regulation

U.S. Department ofthe Interior Gulf of Mexico OCS Region 1201 Elmwood Park Boulevard New Orleans, Louisiana 70123-2392 Attention: Adjudication Page 2

Page 3: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO; Jones Walker LLP 201 Sl. Charles Avenue, Floor SO New Orleans, I.A 70170 Attn: David M. Hunter

FIRST AMENDMENT TO DEED Oh TRUST, SECURITY AGREEMENT, FINANCING STATEMENT AND ASSIGNMENT OF PRODUCTION

FROM

SANARE ENERGY PARTNERS, LLC (FORMERLY KNOWN AS NORTHSTAR OFFSHORE VENTURES LLC),

AS GRANTOR AND DEBTOR,

TO

RANDALL W. CRAWFORD, AS TRUSTEE FOR THE BENEFIT OF THE FIRST NATIONAL BANK OF CENTRAL TEXAS,

AS BENEFICIARY

Dated effective November 29, 2018

)K377S806.2|

STATE OF TEXAS • CERTlFlEp'p.6pY C ^ t l f l C A T E

COUNTY OF GALVESTON . ' "-. ' - .

* S Z ! S ^ ' £ % ^ 0 , l 9 i n a l ^ T ; n m * , a W ' J ^ * > " « ^ . " same is record io t h , o * * * Pubiic Records in my

I hereby certify on A u ^ M ? " , 2019 \ ^ - ^ j " : DWIGHT D. SULLIVAN, COUNTY CLERK

'•. , ' GALVESTON COUNTY. TEXAS

( ) SARAH CLARK

DEPUTY

Page 4: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

UNITHD STATES OF AMERICA

STATES NAMED BELOW

COUNTIES NAMED BELOW

BE IT KNOWN, lhat on and effective as of the 29th day of November 2018 (the "Effective Dale"), before the undersigned Notaries Public, duly commissioned and qualified under the jurisdictions as set forth below,

PERSONALLY CAME AND APPEARED:

Sanare Energy Partners, LLC (formerly known as Northstar Offshore Ventures LLC) (^Grantor"), a Delaware limited liability company, whose federal tax identification number is 82-2169415, and whose mailing address is 11 Greenway Plaza, Suite 2800, Houston, Texas 77046; and

Randall W. Crawford, whose address is 1835 N. Valley Mills Drive, Waco, Texas 76710, as trustee ("Truslee"), for the benefit of the undersigned The First National Bank of Central Texas {"Beneficiary"), a national banking association with an address of 1835 N. Valley Mills Drive, Waco, Texas 76710, Attn: Randall W. Crawford;

WHO, BEING DULY SWORN, did declare and acknowledge lhat this First Amendment to Deed of Trust, Security Agreement, Financing Statement and Assignment of Production (this "Ament/ment") is made as follows;

R E C I T A L S

A. On August 2, 2017, Grantor executed that certain Deed of Trust, Security Agreement, Financing Statement and Assignment of Production (the "Deed of Trust") in favor of Trustee for the benefit of Beneficiary.

B. The Deed of Tmst was recorded on the following dates with the applicable clerk of court's office in the following counties: (i) Chambers County, Texas bearing Instrument No. 2017124228 in Book OR, Volume 1755 al Page 534 on August 16, 2017; (ii) Galveston County, Texas bearing Instrument No. 2017050550 on August 17, 2017; and (iii) Jefferson County, Texas bearing Instrument No. 2017027441 on August 16, 2017. In addition, the Deed of Trust was also filed in the appropriate lease records maintained by the Bureau of Ocean Energy Management on August 18, 2017 for each of the leases described in Exhibit A thereto.

C. On November 29, 2018, Grantor changed its legal name from "Northstar Offshore Ventures LLC" to "Sanare Energy Partners, LLC" by filing the Certificate of Amendment to its Certificate of Formation attached hereto as Exhibit A with the Delaware Secretary of Stale.

D. Grantor, Trustee and Beneficiary desire to amend the Deed of Trust to reflect the proper legal name of Grantor as "Sanare Energy Partners, LLC".

STATE OF TEXAS QERTlFieOqOPY CfEHTIFICATE

COUNTY OF GALVESTON C V '•.

^ T O ^ ^ a r ^ p S f f i ^ " ~ * r . * " * . * * * P ~ n - - * • - ™ « ~ in ft. omcUl P U M C Record, in m y

I hereby oarWy on a m a U g ,2019 \ % \ ] - ^ V ' / D W Q H T D. SULUVAN, COUNTY CLERK

GALVESTON COUNTY, TEXAS

BY

KZJ SARAH CnARK .DEPUTY

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E. Therefore, in order to effectuate such amendments, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Grantor, Trustee and Beneficiary hereby agrees as follows:

1. Capitalized Terms. All capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Deed of Trust.

2. Amendments to the Deed of 'l rust. For clarification purposes, the Deed of Trust is hereby amended to replace all references to "Northstar Offshore Ventures LLC" in the Deed of Trust with "Sanare Energy Partners, LLC" in order to reflect Grantor's proper legal name of record with the Delaware Secretary of Slate.

3. Representations and Warranties: No Defaults. Grantor hereby certifies that all of Grantor's representations and warranties set forth in the Deed of Trust, as amended by this Amendment, remain true and correct on and as of the date hereof. Grantor further certifies that, as of fhe date hereof, no Event of Default has occurred and is continuing under the Deed of Trust, as amended by this Amendment.

4. Effectiveness of this Amendment; Reaffirmation of Liens. Except as expressly amended by this Amendment, there are no other amendments, changes or modifications to the Deed of Trust, and all other terms and provisions ofthe Deed of Trust remain in full force and effect. Grantor further hereby reaffirms, ratifies, confirms and acknowledges the liens and security interests granted pursuant to the Deed of Trust and securing the Obligations and the covenants and obligations contained in the Deed of Trust, and further agrees and acknowledges that such liens and security interest and Grantor's obligations under the Deed of Trust are, and shall continue in full force and effect, to secure the prompt and unconditional payment and performance in full of the Obligations and the covenants and obligations contained in the Deed of Tmst.

5. Counterparts. This Amendment may be executed in multiple counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts, taken together, shall constitute one and the same instrument.

[SIGNATURES BEGIN ON NEXT PAGE]

{N3771!806.i)

STATE OF TEXAS CERTIFIED CQF^Y CEpTtFICATE

COUNTY OF GALVESTON • ' , '

^ ^ T Z ^ ^ Z ^ ^ Z ^ . 0 r , 9 i n a l " W ' T * W " * * * * * ~ " . " t » -me .. „ in „ . 0 * * P u b | t e Rteords in my

I hereby certify on A m . t 12" , M t j , ^ Z DWIGHT D. SULLIVAN, COUNTY CLERK

GALVESTON COUNTY. TEXAS

SWWH CLARK DEPUTY

Page 6: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

EXECUTED this 7 dav of August, 2019, to be effective as ofthe Effective Date.

GRANTOR:

Sanare Energy Partners, LLC (formerly known as Northsttff Offs^tfre Ventures LLC), a Delawap^limi^fl liability company

Name; A j ^ C^^Icorn ~ Title; Chief Financial Officer

Address; I 1 Greenway Plaza. Suite 2800 Houston. Texas 77046

STATE OF / e f a

COUNTY 0? WAQAs

The foregoing instrument was acknowledged before me this day of August 2019, to be effective as of the Effective Date, by Avery C. Alcorn, as Chief Financial Officer of Sanare Energy Partners, LLC (formerly known as Northstar Offshore Ventures LLC), a Delaware limited liability company, on behalf of said limited liability company.

Witness my hand and official seal.

^ I m l / / , * — -

11 .(m> ^

Notary Publican and for the aforesaid State and County

Print Name; O ^ , X y J s.-i^/t' My commission expires;/ /'Jil'Xl Notarial Number; /83 t££$

[SEAL]

Sigiiaiure Pagc ;o I irsi Amendmcni to Dead or i rui l . SetuntN' Agreement. Financing Statement and A u i f n w M uf PicxJucltoii

STATE OF TEXAS ^ C E R T I F I ^ E COUNTY OF GALVESTON

^ T ^ Z l ^ X ^ ^ ^ Z ^ **** m y ^ M » — » ^ " ™ » ^ 0 « - Records h m,

I hereby certify on August 12" . 2019 DWIGHT D. SULLIVAN, COUNTY CLERK GALVESTON COUNTY, TEXAS

BY

t j SARAH CCARK . DEPUTY

Page 7: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

EXECUTED this j^day of SHAted , 2019, to be effective as ofthe Effective Dale.

TRUSTEE:

By: Name:

Address:

ie:'Randall W. Crawford

1835 N. Valley Mills Drive Waco, fexas 76710

BENEFICIARY:

The First National Bank of Central Texas, a national banking association

Name: Randall W. Crawfonj Title: President

Address: 1835 N. Valley Mills Drive Waco, Texas 76710 Attn: Randall W. Crawford

STATE OF "j J )c- '̂J

COUNTY OF

The foregoing instrument was acknowledged before me this / ^ day of iWc'-^K, ^ l ' " ' , to be effective as of the Effective Date, by Randall W. Crawford, individually as Trustee, and Randall W. Crawford, as President of The First National Bank of Central Texas, a national banking association, on behalf of said national banking association.

Witness my hand and official seal.

GRACE IAJAN COLEMAN tf-'iu/A Notary Public U ' W ^ J STATE OF TEXAS

ID#3222275 My.CoTifn. Exn. Od. 4, 2022

Notary Public in and for the aforesaid State and Counly

Print Name: My commission expires:_ Notarial Number:

[SEAL]

Signature Page lo Firsl Ainendmeiu lo l>ed ol Tnipt. Security Agrccmem. Fnumcme Sutcment and Assignment of Production

CERTIFIED COPY CERTIFICATE STATE OF TEXAS COUNTY OF GALVESTON Tne foreaohg is a trua and correct photographic copy ol the onginai record now in my lawful cuslody and possession, as the same is recorded in -Jia OTidal Public Records m my Office and having Identificalion Number as stamped hereon

I hereby certify on Augmt12 ' " .2019 DWIGHT • . SULLIVAN, COUNTY CLERK GALVESTON COUNTY, TEXAS

BY-SARAH CEARK

k .DEPUTY

Page 8: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

EXHIBIT A

Cerlificate of Amendment

[See attached.]

{K3778806 3) Exhibit A

CERTJREDGOPY CERTIFICATE STATE OF TEXAS COUNTY OF GALVESTON The toregoing ia a true and correct photographic copy ot Ihe original record now in my iawful custody and possession, as Ihe same is recorded in l ie Officiai Pubiic Records in my office and having Identification Number as stamped hereon.

I hereby certify on August 12" .2019 DWIGHT D. SULLIVAN, COUNTY CLERK GALVESTON COUNTY, TEXA.S

1 yJL / ^VM^- pj L > SARAH CLARK

Page 9: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

Delaware The First State

Page 1

I , JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF

DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT

COPY OF THE CERTIFICATE OF AMENDMENT OF "NORTHSTAR OFFSHORE

VENTURES LLC", CHANGING ITS NAME FROM 'NORTHSTAR OFFSHORE

VENTURES LLC" TO "SANARE ENERGY PARTNERS, LLC". FILED IN THIS

OFFICE ON THE TWENTY-NINTH DAY OF NOVEMBER, A.D. 2018, AT 10:11

O'CLOCK A.M.

6392425 8100

SR« 20188202435

You may verify this certif icate online at corp delawHre.gov/authvcr.slitrnl

\ W I , W I K . ' I O * * . S f W # 1 , f V S U I T )

Authent icat ion; 204121015

Date: 12-17-18

STATE OF TEXAS CERTIFIED'GOPY, CERTIFICATE

COUNTY OF GALVESTON

^ T h T X ' ^ S ^ ^ - -V ^ custody and po^es.™. a, the same is receded in th. Official Pubtic Rec^d. . my

I hereby certify on August t?" 1 ,2019 DWIGHT D. SULLIVAN. COUNTY CLERK GALVESTON COUNTY. TEXAS

BY K J SARAHCtARK

.DEPUTY

Page 10: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

2ioo:/oo4 1 1 / 2 9 / 2 0 1 3 THU U i 10 FAX

Suit of Mnmt SwrelJO cf Suit

DMlM O( Con'iniloiii DHiv»rcd IMIAMIUKMM FILED 10:11 AM IMI*2018

STATE OF DELAWARE CERTIFICATE OF AMENDMENT

I Name of Limted LiabiUty Company;^ mtoMm&mlmmzlML

2. The Certificate of Formation of the limited liability company is horeby amended

as followa:

The name of tho Company is changed to:

Sanare Energy Partners, LLC

IN WITNESS WHEREOF, the undersigned have executejtfhis OMOlMta on

a , ^ ^ day oLJtms*z*% /^jfaJteTL*

Auth^edPcrsonCs)

Name:Jivgry C Alooni

Print or Type

CERTIFIED GOPY CERTIFICATE STATE OF TEXAS COUNTY OF GALVESTON Tiie foregoing is a Irue ana correa phoiographic copy of the original record now m my lawfui cuslody and possession, as tne same is recorded in the Official Public Records In my office and having Identificalion Number as stamped hereon.

1 hereby certify on August 12" .2019 DWIGHT D SULLIVAN, COUNTY CLERK GALVESTON COUNTY. TEXAS

BY K D SARAH CLARK

DEPUTY

Page 11: JONES WALKERJONES WALKER Robin Riviere Paralegal D: 504.582.8269 rriviere@joneswalker.com August 16, 2019 VIA FEDERAL EXPRESS Bureau of Ocean Energy Management, Enforcement and Regulation

FILED AND RECORDED

Instrument Number: 2019043646

Recording Fee: 54.00

Number Of Pages:9

Filing and Recording Date: 08/12/2019 12:01PM

I hereby certify that this instrument was FILED on the date and time stamped hereon and RECORDED In the OFFICIAL PUBLIC RECORDS of Galveston County, Texas.

Dwight D. Sullivan, County Clerk Galveston County, Texas

DO NOT DESTROY - Warning, this document is part ofthe Official Public Record.

CERTIFIED COPY CERTIFICATE STATE OF TEXAS '• COUNTY OF GALVESTON The toregoing is a true ano correct photographic copy of Ihe onginal record now in my lawful cuslody ana possession, as tne same is recorded in the Oflicial Public Records in my office and having laentrfication Number as stampea hereon. . - - ,

I hereby certify on A u g u s t ^ " ' .2019 DWIGHT D SULLIVAN, COUNTY CLERK GALVESTON COUNTY. TEXAS

BY . DEPUTY SARAH C JVRK