Exhibit 10.21
FIRST AMENDMENT TO
SECURITY AGREEMENT
This First Amendment to Security Agreement (this "Amendment") is
made and entered into this 19th day of September, 1995 by Oceanic Exploration
Company, a Delaware corporation, ("Debtor") whose address is 0000 Xxxxx Xxxxxx
Xxxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxx 00000, and NWO Resources, Inc., an Ohio
corporation, whose address is 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxx 000, Xxxxxx,
Xxxxxxxx 00000 ("Secured Party");
W I T N E S S E T H:
WHEREAS, Debtor has a line of credit with Secured Party whereby
Debtor is entitled to make periodic draws up to the aggregate of $2,000,000,
which draws are evidenced by promissory notes payable no later than December 31,
1995 (the "Line of Credit"); and
WHEREAS, Debtor and Secured Party entered into a Security
Agreement, dated July 27, 1995 (the "Original Agreement" and as amended by this
Amendment, the "Security Agreement") to secure payment of the Line of Credit;
and
WHEREAS, Debtor, through draws made by Oceanic International
Properties Corporation, a Colorado corporation and wholly-owned subsidiary of
Debtor ("OIPC") and evidenced by promissory notes executed by OIPC in favor of
NWO (the "Oceanic Notes") has exhausted the Line of Credit; and
WHEREAS, Debtor, OIPC and the Secured Party have entered into a
Modification Agreement of even date herewith, which provides for certain
modifications to the rights and obligations of the Parties with respect to draws
made under the Line of Credit and evidenced by the Oceanic Notes (the
"Modification Agreement")
NOW THEREFORE, for and in consideration of the premises and the
agreements herein contained and for other good and valuable consideration, the
receipt and sufficiency of which is hereby acknowledged, Debtor and Secured
Party hereby agree as follows:
1. DEFINED TERMS. All terms with initial capital letters not
otherwise defined herein shall have the meaning ascribed to such term in the
Original Agreement.
2. DEFINITION OF COLLATERAL. Section 1.01 of the Original
Agreement is hereby amended by adding the following to Section 1.01 as
subsection (d):
(d) All proceeds resulting from or related to the
litigation pending in the Ontario Court (General Division ), Canada
between Debtor and
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Xxxxxxx Mines Limited, including any existing and future accounts or
other amounts receivable by Debtor from Xxxxxxx Mines Limited.
3. OBLIGATIONS SECURED. Section 1.02 of the Original Agreement
is hereby amended to provide that the obligations secured by the Security
Agreement are the obligations described in Section 1.02 of the Original
Agreement as such obligations are modified by the Modification Agreement and
include the obligations of OIPC under Oceanic Notes, as modified by the
Modification Agreement.
4. DEFAULT. Section 4.01(a) of the Original Agreement is
hereby amended in its entirety to read as follows:
(a) Principal and Interest Payments - default is made in
the payment when due of any installment of principal or interest on
the promissory notes issued in connection with the line of credit as
such promissory notes or corresponding payment terms may have been
modified by the Modification Agreement or of any other fee provided
for herein.
5. FURTHER ASSURANCE. The parties hereby agree to execute and
deliver any document, instrument or notice reasonably requested by the other
party to give notice of or effect to the amendments described herein. Upon
satisfaction of the obligations secured by the Security Agreement, Secured Party
shall execute and deliver to Debtor releases in recordable form, of all UCC-1
financing statements and other publicly filed notices of the security interest
granted by the Security Agreement.
6. RATIFICATION OF SECURITY AGREEMENT. Except as expressly
provided herein, the Security Agreement is hereby ratified and confirmed.
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IN WITNESS HEREOF, Debtor and Secured Party have caused this
instrument to be duly executed as of the date first above written.
DEBTOR:
OCEANIC EXPLORATION COMPANY
By: /s/ Xxxxxxx X. Xxxx
---------------------------------
Name: Xxxxxxx X. Xxxx
Title: President
SECURED PARTY:
NWO RESOURCES, INC
By: /s/ Xxxx X. Xxxxx
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Name: Xxxx X. Xxxxx
Title: Secretary / Treasurer
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