FIRST MODIFICATION AND AMENDMENT TO ADVANCING LINE OF CREDIT/TERM NOTE
EXHIBIT
10.16
FIRST
MODIFICATION AND AMENDMENT
TO
ADVANCING
LINE OF CREDIT/TERM NOTE
THIS
FIRST MODIFICATION AND AMENDMENT TO ADVANCING LINE OF CREDIT/TERM NOTE (this
“Modification”) is entered into as of the 9th
day of
August 2007, by and among CHANCELLOR GROUP, INC., a Nevada corporation, whose
address for purposes of this Agreement is 000 X. Xxxxx Xxxx, Xxxxx, Xxxxx 00000
(“Chancellor”), GRYPHON PRODUCTION COMPANY, LLC, a Texas limited liability
company, whose address for purposes of this Agreement is P. O. Xxx 000, Xxxxx,
Xxxxx 00000 (“Production”), and GRYPHON FIELD SERVICES, LLC, a Texas limited
liability company, whose address for purposes of this Agreement is P. O. Xxx
000, Xxxxx, Xxxxx 00000 (“Field Services”)(Chancellor, Production, and Field
Services being collectively referred to herein as the “Maker”), and CAPWEST
RESOURCES, INC., a Texas corporation, whose address for purposes of this
Agreement is 000 Xxxx Xxxx Xxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx 00000 (the
ALender@).
NOTICE
IS
TAKEN OF THE FOLLOWING:
A.
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Maker
and Lender have previously entered into that certain Loan Agreement,
dated
as of April 13, 2007 (the “Loan Agreement”). Capitalized terms not
otherwise defined, or re-defined herein, are defined in the Loan
Agreement.
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B.
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The
Loan Agreement provides for an advancing line of credit/term loan
in the
amount of Ten Million and No/100 Dollars ($10,000,000.00), with an
existing Borrowing Base in the amount of Three Million Seven Hundred
Thousand ($3,700,000.00) (the “Loan”). The Loan is evidenced by an
Advancing Line of Credit/Term Note, dated as of April 13, 2007, executed
by the Maker in favor of the Lender (the “Note”). The Note is
collateralized by second lien Deeds of Trust covering oil and gas
properties in Xxxxxx and Xxxx Counties, Texas (collectively, the
“Deeds of
Trust”), as well as equipment
and other personal property identified in and covered by the Security
Agreement, and the Warrants.
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C. | The Maker and the Bank have now entered into that certain First Amendment to Loan Agreement, dated of even date herewith (the “First Amendment”). Pursuant to the terms of the First Amendment, the Maker and the Bank have agreed to enter into this Modification in order to effect the amendments in the Note, to which they have now agreed. |
NOW,
THEREFORE, for and in consideration of the premises and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the
parties hereto agree to amend the terms of the Loan Agreement as
follows:
1.
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Definitions.
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Unless
otherwise specifically defined herein, all defined terms used in this
Modification shall have their respective meanings set forth in the Loan
Agreement. Capitalized terms not otherwise defined herein shall have the same
definitions assigned to them under the terms of the Loan Agreement.
2. Amendments.
Paragraph
8 of the Note is hereby amended by deleting it in its entirety and substituting
the following:
On
or
before August 20, 2007, Maker shall pay to Lender all accrued, but unpaid,
interest payments, specifically including, but not limited to, those interest
payments due as of July 30, 2007. Further, the Maker shall pay to Lender the
regularly scheduled interest payment due on or before August 30, 2007. If Maker
tenders these interest payments as agreed, then Lender agrees to accept monthly
payments of interest only, beginning on September 30, 2007 and continuing
through December 31, 2007. Beginning on January 31, 2008, Maker
shall make payments of outstanding principal and interest, on a monthly basis,
in an amount equal to the greater of: (a) fifty-one percent (51%) of Borrower’s
Gross Oil and Gas Proceeds, as defined in the Loan Agreement, or (b) the accrued
interest due on a monthly basis under the terms of this Note, the first such
payment to be made on January 31, 2008, and thereafter on the last Business
Day
of each succeeding month until May 15, 2010, the date of final maturity
hereunder at which point all outstanding principal and accrued interest shall
be
due. All payments shall be first applied to: (a) the payment of accrued interest
and principal due and owing on the Senior Debt; (ii) to the payment of accrued
interest due and owing on the Subordinate Facility; and (iii) to principal
due
and outstanding under the Subordinate Debt. Following full and final payment
of
the Senior Debt, payments will continue to be due to the Subordinate Lender
on
the last day of each month. Interest shall be computed and paid by Borrower
upon
the actual amount advanced to Borrower. Adjustments in the Variable Rate may
be
made by Lender, from time to time, as the Prime Rate may change.
3. Effectiveness.
A.
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Except
to the extent specifically amended and supplemented hereby, all of
the
terms, conditions and provisions of the Note shall remain unmodified,
and
the Note, as amended and supplemented by this Modification, is ratified
and confirmed as being in full force and
effect.
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B.
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All
references to the Note herein or in any other document or instrument
between Borrower and Lender shall hereinafter be construed to be
references to the Note as modified by this
Modification.
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4. | Counterparts: This Modification may be executed in any number of counterparts, each of which when executed and delivered shall be deemed an original, but all of which constitute one instrument. In making proof of this Modification, it shall not be necessary to produce or account for more than one counterpart thereof signed by each of the parties hereto. |
5.
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Notice
of Final Agreement:
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THIS
WRITTEN AGREEMENT AND ANY OTHER INSTRUMENTS EXECUTED BY THE PARTIES
CONTEMPORANEOUSLY HEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES
AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT
ORAL
AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
{The
remainder of this page is intentionally left blank. Signature page
follows.}
IN
WITNESS WHEREOF, the parties hereto have executed this Modification as of the
date and year first above written.
MAKER: | ||
CHANCELLOR GROUP, INC. | ||
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By: | /s/ Xxxxxxx Xxxxxxx | |
XXXXXXX XXXXXXX |
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President |
GRYPHON PRODUCTION COMPANY, LLC | ||
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By: | /s/ Xxxxxxx Xxxxxxx | |
XXXXXXX XXXXXXX |
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President |
GRYPHON FIELD SERVICES, LLC | ||
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By: | /s/ Xxxxxxx Xxxxxxx | |
XXXXXXX XXXXXXX |
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President |