NOTES AMENDMENT AGREEMENT
Exhibit
10.1
This
Notes Amendment Agreement is entered into as of the 7th day of December 2007,
effective as of the 18th
day of
September 2007.
Reference
is made to (a) the Secured Term Note (the “Valens
US Note”)
dated
September 18, 2007 made by True North Energy Corporation (the “Company”)
and
ICF Energy Corporation (“ICF”)
in
favor of Valens U.S. SPV I, LLC (“Valens
US”)
and
(b) the Secured Term Note (the “Valens
Offshore Note”
and
together with the Valens US Note, the “Notes”
and
each a “Note”)
dated
September 18, 2007 made by the Company and ICF in favor of Valens Offshore
SPV
II, Corp. (“Valens
Offshore”
and
together with Valens US, the “Holders”
and
each a “Holder”).
Capitalized terms used herein that are not defined shall have the meaning given
to them in the Notes.
The
Company and ICF have requested that the Holders consent to an amendment of
the
Notes to reflect the intention of the Company, ICF and the Holders with respect
to the repayment schedule under the Notes, and the Holders are willing to do
so
on the terms and conditions set forth below.
In
consideration of the Holders’ agreement to continue to provide financial
accommodations to the Company and ICF and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
the
parties hereto hereby agree that:
1. Section
1.3 of the Valens US Note is hereby amended by replacing (a) the amount
“$100,000” in the fifteenth and nineteenth lines thereof with the amount
“$50,010.77”, (b) the phrase “sixty percent (60%)” in the fifteenth line thereof
with the phrase “the product of (A) 0.5001 times (B) sixty percent (60%)”, (c)
the phrase “eighty percent (80%)” in the nineteenth line thereof with the phrase
“the product of (A) 0.5001 times (B) eighty percent (80%)” and (d) the phrase
“one hundred percent (100%) in the twenty-first line thereof with the phrase
“the product of (A) 0.5001 times (B) one hundred percent (100%)”; and
2. Section
1.3 of the Valens Offshore Note is hereby amended by replacing (a) the amount
“$100,000” in the fifteenth and nineteenth lines thereof with the amount
“$49,989.23”, (b) the phrase “sixty percent (60%)” in the fifteenth line thereof
with the phrase “the product of (A) 0.4999 times (B) sixty percent (60%)”, (c)
the phrase “eighty percent (80%)” in the nineteenth line thereof with the phrase
“the product of (A) 0.4999 times (B) eighty percent (80%)” and (d) the phrase
“one hundred percent (100%) in the twenty-first line thereof with the phrase
“the product of (A) 0.4999 times (B) one hundred percent (100%)”.
Except
as
specifically amended and/or waived herein, each Note shall remain in full force
and effect, and is hereby ratified and confirmed. The execution, delivery and
effectiveness of this Notes Amendment Agreement shall not operate as a waiver
of
any right, power or remedy of either Holder, nor constitute a waiver of any
provision of either Note.
This
Notes Amendment Agreement shall be binding upon and inure to the benefit of
the
parties hereto and their respective administrators, successors and assigns
and
shall be governed by and construed in accordance with the laws of the State
of
New York.
[Remainder
of the page intentionally blank.]
This
Notes Amendment Agreement may be executed by the parties hereto in one or more
counterparts, each of which shall be deemed an original and all of which when
taken together shall constitute one and the same agreement. Any signature
delivered by a party by facsimile transmission shall be deemed to be an original
signature hereto.
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TRUE
NORTH ENERGY CORPORATION
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By:
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/s/
▇▇▇▇ Folnovic
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Name:
▇▇▇▇ Folnovic
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Title:
President
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ICF
ENERGY CORPORATION
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By:
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/s/
▇▇▇▇ Folnovic
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Name:
▇▇▇▇ Folnovic
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Title:
President
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VALENS
U.S. SPV I, LLC
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By:
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Valens
Capital Management, LLC, its
investment
manager
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By:
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
Authorized Signatory
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VALENS
OFFSHORE SPV II, CORP.
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By:
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Valens
Capital Management, LLC, its
investment
manager
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By:
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/s/
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Name:
▇▇▇▇▇▇▇ ▇▇▇▇▇
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Title:
Authorized Signatory
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