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GARDERE & WYNNE
ATTORNEYS AND COUNSELORS
1700 REPUBLICBANK BUILDING
DALLAS, TEXAS 75201
214.979.4500 TELECOPIER 214979.496'
WRITER'S DIRECT DIAL NUMBER CABLE: GARWYN
TELEX 73.0197
214-979-4920
September 15, 1986
S
EP
f4 1 8 /988 �1
To Those on the Attached r'�-` �t
Distribution List • cot°.
Re: $2, 500, 000 Weld County, Colorado, Industrial
Development Revenue Bonds (Eisenman Chemical Co.
Project)
Enclosed for each of you in connection with the above-
referenced matter are the following :
1. Amendment to Mortgage and Security Agreement, filed as
indicated on the first page thereof with the Clerk & Recorder,
Weld County, Colorado; and
2. UCC-3 Financing Statement Change, filed with the
Secretary of State of Colorado.
The originals of the enclosed documents are being sent to
First National Bank of Commerce, as Trustee.
Sincerely yours,
.Fames R. Litt ejohn
JRL:ng/2740z
Enc.
1351379
DISTRIBUTION LIST
$2,500,000 Weld County, Colorado
Industrial Development Revenue Bonds
(Eisenman Chemical Co. Project) Series 1982
Kenneth C. Glazier , Esq. Mr. Barry J. Kulpa
Vinson & Elkins Vice President-Finance
First City Tower, 27th Floor Milchem Incorporated
Houston, Texas 77002-6760 3900 Essex Lane
Houston, Texas 77024
Mr. Roger N. McMennamy Mr. Bill M. Foust
Vice President-Finance RepublicBank Houston
Newpark Resources, Inc. Special Loans Division
2900 Ridgelake Drive 700 Louisiana Street
Metairie, LA 70002 12th Floor
Houston, TX 77299
C. Stokes McConnell, Jr. , Esq. Mr. Deborah K. Pagano
Foley Judell Beck Bewley Manufacturers Hanover Trust
Martin & Hicks Company
Four United Plaza, 3rd Floor 270 Park Avenue
8555 United Plaza Boulevard New York, NY 10017
Baton Rouge, LA 70809-2251
Myer O. Sigal, Jr. , Esq. Marilyn C. Maloney, Esq.
Simpson Thacher & Bartlett Liskow & Lewis
270 Park Avenue One Shell Square,
New York, NY 10017 50th Floor
New Orleans, LA 70139
Samuel S. Guzik, Esq. Board of County Commissioners
Ervin, Cohen & Jessup Weld County, Colorado
Ninth Floor 915 Tenth Street
9401 Wilshire Boulevard Greeley, CO 80631
Beverly Hills, CA 90212-2974 Attn: Thomas David, Esq.
First National Bank of Commerce
210 Baronne Street
New Orleans, LA 70112
Attn: Mr. Colin Headlund
0267z
B 1122 REC 2063299 08/01/86 11 :40 $21 .00 1/007
F 0655 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
AR2063299 AMENDMENT TO MORTGAGE AND SECURITY AGREEMENT
STATE OF COLORADO §
COUNTY OF WELD §
This Amendment to Mortgage and Security Agreement is made
and entered as of this 1st day of January, 1986 , by and among
Milpark, a Texas general partnership ( "Milpark" ) , Eisenman
Chemical Co . , a Colorado corporation (the "Company" ) , First
National Bank of Commerce, as Trustee (the "Trustee" ) , and
RepublicBank Dallas , National Association ( "RepublicBank" ) .
Recitals :
WHEREAS, the Company has heretofore executed and delivered
that certain Mortgage and Security Agreement dated as of
November 1 , 1982 (the "Mortgage" ) , in favor of the Trustee and
RepublicBank, covering the Company' s interest in certain
property located in Weld County, Colorado, more fully described
in Exhibit A attached hereto , and certain other personal
property (collectively referred to therein and herein as the
"Mortgaged Property" ) , which has been recorded in Book 1005, as
Reception 1937332 of the Weld County Records ; and
WHEREAS, the Mortgage was executed and delivered to secure,
among other things , all sums owing RepublicBank by the Company
and Newpark Resources , Inc . , a Nevada corporation ( "Newpark" ) ,
under the terms of that certain Reimbursement Agreement , dated
as of November 1 , 1982 (the "Former Reimbursement Agreement" ) ;
WHEREAS , Newpark, certain subsidiaries of Newpark, Milchem
Incorporated and Baker International Corporation have
heretofore entered into a certain Joint Venture Agreement (the
"Joint Venture Agreement" ) , effective as of November 22 , 1985 ,
providing for the formation of Milpark;
WHEREAS, by Special Warranty Deed, the Company has sold and
conveyed the Mortgaged Property to Milpark;
WHEREAS, pursuant to the Joint Venture Agreement , Milpark
is required to assume certain obligations of the Company,
including the Company' s obligations under the Former
Reimbursement Agreement , and Milpark has assumed the Company' s
obligations under the Former Reimbursement Agreement as amended
and restated by the terms of that certain Amended and Restated
Reimbursement Agreement , dated as of January 1, 1986 (the
"Amended Reimbursement Agreement" ) , by and among Newpark, the
Company, Milpark and RepublicBank on the terms and conditions
set forth therein; and
B 1122 REC O.63299 08/01/86 11 : 40 , f1.00 2/007
F 0656 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
WHEREAS, the parties desire that the Mortgage be amended to
further secure and reference the Amended Reimbursement
Agreement , and that the obligations in respect of the Amended
Reimbursement Agreement be secured by the Mortgaged Property.
NOW THEREFORE, for and in consideration of the foregoing
premises , and other good and valuable consideration the receipt
and sufficiency of which is hereby acknowledged, the Mortgage
is hereby amended in part to read as follows :
(a) References to "Reimbursement Agreement" in the
Mortgage shall mean and include all amendments and
supplements thereto and modifications and restatements
thereof , including but not limited to that certain Amended
and Restated Reimbursement Agreement, dated as of
January 1, 1986 , among Company, Newpark, Milpark and
RepublicBank.
(b) The reference to "Guarantor" on the fourth line
of the carry-over paragraph on page 2 of the Mortgage shall
be amended to be "Milpark" .
(c) Following the first full paragraph on page 2 of
the Mortgage, each and all references to "Company" are
hereby amended to be "Milpark" .
(d) Following the first full paragraph on page 2 of
the Mortgage, each and all references to "Guarantor" are
hereby amended to be "Company" .
(e) The name and address for Debtor set forth in
Section 10 of the Mortgage is hereby amended to read as
follows :
Milpark
3900 Essex Lane
Houston, Texas 77027
Attention: General Counsel
•
(f) The following trovision shall be added at the end
of the Mortgage :
All liens created by this Mortgage are hereby extended
to further secure the indebtedness under the Amended
Reimbursement Agreement , and except as provided
herein, such extension shall in no manner affect ,
waive or release the liens created by this Mortgage .
Except as herein amended and extended, the liens created by
the Mortgage and all other provisions of the Mortgage, shall
remain in full force and effect , and are hereby ratified and
confirmed in all respects .
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B 1122 REC 02063299 08/01/86 11: 40
F 0657 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
IN WITNESS WHEREOF, Milpark, the Company, the Trustee and
RepublicBank have executed this Amendment to Mortgage and
Security Agreement , effective as of the day and year written
above.
(SEAL] MILPARK
By Milchem Incorporated
\ ' ITT$$ ' ts Managin nturor
v
x • By , By
'mo•t; ` itle: - 7 Tit e e
4 " t "` .'
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['SEAL] EISENMAN CHEMICAL CO.
rt. • -A.Tr%EST :
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Cr 0R NCI
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fSE.L] FIRST NATIONAL BANK OF COMMERCE,
'14 Trustee
ATTEST: qq
�1 u'1 �J
O CZPY/ BY 4 -
., � Title : �oayir& rn,wsr or#-,c Title: RUST OFFICE
y1, }t-4: -
�. ' SE,;` IAL} REPUBLICBANK DALLAS, NATIONAL
`'
y ASSOCIATION
:i ��U .r
-. ATTEST: l/ �J
By �Kcx- )2��id�41OYL,v By '/ -c,X e__a-_
title: VP Title: Se. -ior (lice Prtsi dirk
la; ' Sit j
:'J Q
�, r STATE OF XAS
�y §
COUNTY OF /O/f:Z rS /� ig§,,
BEFORE ME, the u ige,s d a Notary Public, on this day
personally appeared 'CJ • - I , known to me to be the
person and officer w os name his subscribed to the foregoing
instrument and acknowledged to me that the same was the act of
-3-
B 1122 REC 0. 63299 08/01/86 11: 40 1 .00 4/007
F 0658 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
the said MILPARK by Milchem Incorporated, its Managing
Venturor, a corporation, and that he has executed the same as
the act of such corporation for the purposes and consideration
therein expressed, and in the capacity therein stated.
GIVEN UNDER MY HAND AND S L OF OFFICE this 19th day
of .March , 1986 .
,1 's Q
1 0• [SEAL] `_ N ry Publi , St e of Texas
ANITA LADI
' Mx Comm n Expires : Print name of Notary Public Here
t4oveiber 30 988
STATE OF LOUISIANA §
PARISH OF(J.,,a,,,,._ §
BEFORE ME, the undersigned; a Notary Public, on this day
personally appeared floc-<'s' /✓. M.n^c ./Ailt'/ known to me to be the
person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of
the said EISENMAN CHEMICAL CO. , a corporation, and that he has
executed the same as the act of such corporation for the
purposes and consideration therein expressed, and in the
capacity therein stated.
GIVEN /UNDER MY HAND AND SEAL OF OFFICE this Lo ' day
of 7't;'r.,.e/ , 1986 .
'i •' 1.4 SEAL] Notary Pu lic
: a db
_n S' - V~.�r . _ • "-gee drk \T?ilia Lr(47rc//M..<'hp!
t'M7 t4rillission Expires : Print name of Notary Public Here
� '•_t r.I o a
STATE OF LOUISIANA §
§
PARISH OF ORLEANS §
BEFORE ME, the undersigned, a Notary Public, on this day
personally appeared plan-fern HOpkt/to , known to me to be the
person and officer whose name is subscribed to the foregoing
-4-
•
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F 0659 MARY ANN FEUERSTEIN CLERK 6 RECORDER WELD CO, CO
instrument and acknowledged to me that the same was the act of
the said FIRST NATIONAL BANK OF COMMERCE, a corporation, and
that he has executed the same as the act of such corporation
for the purposes and consideration therein expressed, and in
the capacity therein stated.
GIVEN UNDER MY HAND AND SEAL OF OFFICE this /c au day
of /72. 7 t 1 , 1986 . &a/0,4r
t�L,I�� e � ,��
[SEAL] Notary P lie `;` . 4 .., ♦` r
t
MARI YN C h aL O'_z��,�t
My Commission Expires : Print name citykietritEiyaRubli; Here 't
Parish of O:1eens, State of Lo• :ler.c h 1 t�
I.iy ComraisJion a :c.a51 .:.x L „� • �:•
•PAIS ...
•'t_
STATE OF TEXAS §
§
COUNTY OF DALLAS §
BEFORE ME, the undersigned, a Notary Public , on this day
personally appeared NeW/ce K. E4e ,tEr , known to me to be the
person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of
the said REPUBLICBANK DALLAS, NATIONAL ASSOCIATION, a national
banking association, and that he has executed the same as the
act of such association for the purposes and consideration
therein expressed, and in the capacity therein stated.
IVEN UNDER MY HAND AND SEAL OF OFFICE this l day
of , 1986 .
e.
[SEAL] Notary Public, State o exas
«s..* NOT :.�/orMa 8 . Gr0 s ,
COT'llitrigatnon Expires : Print name of Notabi Publicon
1.O % 1 If",
� . • %
C., s
-5-
8 1122 REC 2063299 08/01/86 11 : 40 $21 .00 6/007
F 0660 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
This document was prepared by and,
upon recording should be returned
to :
James R. Littlejohn
Gardere & Wynne
1700 RepublicBank Building
Dallas , Texas 74201
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F 0661 MARY ANN FEUERSTEIN CLERK & RECORDER WELD CO, CO
EXHIBIT A
Tract "A" of COLLEGE GREEN FIFTH FILING, a subdivision of the
City of Greeley, County of Weld, State of Colorado, as per the
map recorded September 24 , 1982 , in Book 978 under Reception
No . 1904069 , Weld County Records .
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