WHEN RECORDED RETURN TO: Private Capital Group, Inc



WHEN RECORDED
RETURN TO:

 Private
Capital Group, Inc. 486 West 

50th North American Fork, Utah 84003

 

SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS AND LEASES,
SECURITY AGREEMENT AND FINANCING STATEMENT 

 

(Interline -file in Niobrara County, Wyoming)

 

THIS SECOND AMENDMENT TO DEED OF TRUST, ASSIGNMENT OF RENTS AND
LEASES, SECURITY AGREEMENT AND FINANCING STATEMENT ("Amendment") is made and
entered into as of October 27,2008, by and between INTERLINE RESOURCES
CORPORATION, a Utah corporation, whose address for notice is 160 West Canyon
Crest, Alpine, Utah 84004 ("Grantor") and PRIVATE CAPITAL GROUP, INC., a Utah
corporation, serving as agent for Participants, whose address for notice is 486
West 50th North, American Fork, Utah 84003, as "Grantee,"
beneficiary, assignee and secured party (together with successors and assigns
"Lender" or "Grantee"), for the purpose of amending in part the Deed of Trust,
Assignment of Rents and Leases, Security Agreement and Financing Statement (the
"Original Deed of Trust") dated as of September 7, 2007 and the First Amendment
thereto dated as of April 29, 2008 ("First Amendment") by and between Grantor
and Lender for the purpose of securing a loan from Lender to NORTHCUT REFINING
LLC, a Wyoming, limited liability company ("Borrower"). The Deed of Trust was
recorded with the Niobrara County, Wyoming Recorder on September 20, 2007, as
Entry No. 396883, in Book 434, at page 0084, of the Official Records of the
Niobrara County, Wyoming Clerk and Recorder's office. The First Amendment was
recorded on May 20, 2008 as Entry No. 399631, in Book 437, at page 0425, of the
Official Records of the Niobrara County, Wyoming Clerk and Recorder's Office.


 

FOR
GOOD AND VALUABLE CONSIDEATION, Guarantor, Lender and Borrower agree that the
Deed of Trust is hereby amended as follows: 

 

1.
Defined Terms. Except as otherwise specifically provided in this Amendment, all
capitalized terms used in this Amendment shall have the meaning assigned to such
terms in the Original Deed of Trust, as amended by this Amendment. 

 

2. Increase in
Principal Secured. Section 1.1 titled "Principal Secured" is deleted and the
following sections substituted: 

Section 1.1 Principal Secured. This Deed of Trust secures the
aggregate principal amount of 

    Sixteen Million Two Hundred Thousand Dollars
($16,200,000) plus such additional amounts as

    Lender may from time to time advance pursuant to
the terms and conditions of this Deed of 

 
  Trust for advances for the protection of the lien of this Deed of Trust,
together with interest

    thereon. 

3.
Increase in Amount of Secured Obligations. The definition of the word
"Promissory Note" in Section 1.2, "Definitions", is deleted and the following
definition is substituted as of the date of this Amendment. 

   "Amended Promissory Note" means that Amended
Promissory Note dated on or about the date 

    hereof, which amends the original Promissory
Note to increase the amount payable to the order

   of Lender from the original principal face
amount of Eleven Million Five Hundred

   Thousand  Dollars ($11,500,000) to Sixteen
Million Two Hundred Thousand Dollars

   ($16,200,000) bearing interest as provided in the
Promissory Note, as amended, contained in

   provision for among other things payment of interest
and attorneys' fees. 

 

Additionally, wherever in the original Deed of Trust it mentions
the Promissory Note those

words will be amended as of the date hereof to include the words
"Amended Promissory Note." 




4.
Ratification. Grantor, Lender and Borrower expressly acknowledge and agree that,
except as expressly set forth herein, this Amendment shall not alter, amend,
modify or otherwise affect the terms, provisions and conditions of the Loan
Documents, and Grantor, Lender and Borrower hereby ratify, confirm and agree
that the Loan Documents and all liens, security interests, assignments, powers,
indemnities, waivers and other rights created for Lender's benefit there under,
including, without limitation, the lien created by the original Deed of Trust,
as amended by. this Amendment, shall continue to secure, in the same manner, in
the same priority and to the same extent set forth therein, the payment and
performance of Trustor's Obligations, and all of same are hereby renewed,
extended, carried forward, ratified and confirmed and shall be deemed for all
purposes in full force and effect. 

 

5.
No Waiver. Grantor, Lender and Borrower acknowledge and agree that the execution
and/or acceptance of this Amendment by Grantor and Borrower shall not be deemed
or construed as a (a) novation or an accord and satisfaction of any of Grantor's
or Borrower's duties, obligations and liabilities contained in the Loan
Documents, as amended; (b) waiver, modification, restriction or limitation of
any and all of Grantor's and Lender's rights and benefits arising under the Loan
Documents by operation of law, or otherwise, to demand full, complete and strict
performance of the duties, obligations and liabilities contained in the Loan
Documents, as amended; or (c) Lender shall be under no obligation, to grant
Grantor or Borrower any future or further modification, renewal, extension
and/or amendment to the original Deed of Trust, as amended hereby or any or all
of the other Loan Documents, except as expressly provided therein. 

 

6.
Counterparts. This Amendment may be executed by one or more of the parties to
this Amendment on any number of separate counterparts with the same effect as if
the signature thereto and hereto were upon the same instrument, and all of said
counterparts taken together shall be deemed to constitute one and the same
instrument. 

 

7.
Binding Effect. This Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective heirs, personal representatives,
successors and assigns. 

 

8.
Severability. Any provision of this Amendment which is prohibited or
unenforceable in any jurisdiction or court shall, as to such jurisdiction or
court, be ineffective to the extent of such prohibition or unenforceability
without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction or court shall not invalidate or render
unenforceable such provision in any other jurisdiction or court. 

 

9.
Entire Agreement. This Amendment and the Loan Documents as amended in writing and signed by the parties represent
the entire agreement of the parties with respect to the subject matter hereof,
and there are no promises, undertakings, representations or warranties by any
party relative to subject matter hereof not expressly set forth or referred to
herein or therein. 

 

10.
Further Amendment. Neither this Amendment nor any terms hereof may be amended,
supplemented or modified except by a written instrument executed by the parties.
This Amendment shall be binding upon and shall inure to the benefit of the
parties hereto and their respective successors and assigns. 

 

11.
Authority. Each of the parties hereto, and the respective representatives
thereof executing this Amendment on their respective behalves, represents that
such representative has full power, authority and legal right to execute and
deliver this Amendment and that the same constitutes a valid and binding
obligation of such party. 

 

IN
WITNESS WHEREOF, the parties hereto have executed this Amendment the day and
year first above written. 




GRANTOR: 

INTERLINE RESOURCES CORPORATION, a Utah corporation 

By: /s/ Michael R. Williams

 

Name: Michael R. Williams, Its President 







LENDER: 

PRIVATE CAPITAL GROUP, INC., a Utah corporation 







BORROWER:


NORTHCUT REFINING
LLC, a Wyoming limited liability company By: Interline Resources Corporation,
its Manager 

By:  /s/ Michael
R. Williams