FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE
Exhibit 10.1
FIFTH AMENDMENT TO
SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE
This FIFTH AMENDMENT TO SENIOR FIRST PRIORITY SECURED PROMISSORY NOTE (this “Fifth Amendment”) is made as of November 13, 2013 by and between Prospect Global Resources, Inc., a Delaware corporation (“Maker”), and the Karlsson Group, Inc., an Arizona corporation (“Holder”), with respect to the following facts:
WHEREAS, Maker issued to Holder that certain Senior First Priority Secured Promissory Note dated August 1, 2012 (the “Original Note”), whereby the Maker promised to pay to Holder the principal sum of One Hundred Twenty-Five Million Dollars ($125,000,000);
WHEREAS, Maker and Holder entered into an Amendment to Senior First Priority Secured Promissory Note dated April 15, 2013 (“First Amendment” and the Original Note as amended thereby and as otherwise amended, restated or modified from time to time, the “Note”);
WHEREAS, Maker and Holder entered into a Second Amendment to Senior First Priority Secured Promissory Note dated as of June 26, 2013;
WHEREAS, Maker and Holder entered into a Third Amendment to Senior First Priority Secured Promissory Note dated as of September 9, 2013;
WHEREAS, Maker and Holder entered into a Fourth Amendment to Senior First Priority Secured Promissory Note dated as of September 13, 2013;
1. Defined Terms. All capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note.
2. Amendment to Section 2.2. Clause (i) of Section 2.2 of the Note is amended and restated to read in its entirety as follows:
“a payment equal to the 2012 453A Amount on or before December 4, 2013.”
3. Karlsson’s Costs. No later than November 18, 2013, Maker shall pay to Holder Ten Thousand Dollars ($10,000) in partial reimbursement of Holder’s legal fees and expenses incurred in connection with the Note and the other documents executed and delivered in connection therewith.
4. Miscellaneous.
(a) No Other Amendment. Except as expressly amended in this Fifth Amendment, all provisions of the Note shall remain in full force and effect, and the parties thereto and hereto shall continue to have all their rights and remedies under the Note. In the event of a conflict between the terms and provisions of this Fifth Amendment and the terms and conditions of the Note, the provisions of this Fifth Amendment shall govern.
(b) Relation to Note. This Fifth Amendment constitutes an integral part of the Note. Upon the effectiveness of this Fifth Amendment, each reference in the Note to “this Promissory Note,” “hereunder,” “hereof,” or words of like import referring to the Note, shall mean and be a reference to the Note as amended hereby.
(c) Successors and Assigns. This Fifth Amendment shall be binding on and shall inure to the benefit of the parties hereto and their respective successors and assigns except as otherwise provided herein.
(d) Counterparts. This Fifth Amendment may be executed by the parties hereto on any number of separate counterparts, any of which may be executed and transmitted by facsimile, and each of which shall be deemed an original and all of which, taken together, shall be deemed to constitute one and the same instrument.
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MAKER: | ||
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PROSPECT GLOBAL RESOURCES, INC., | ||
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a Delaware corporation | ||
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By: |
/s/ Xxxxx Xxxxxx | |
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Name: |
Xxxxx Xxxxxx | |
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Title: |
President, CEO and Secretary | |
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ACKNOWLEDGED AND AGREED TO |
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EFFECTIVE AS OF November 13, 2013: |
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THE KARLSSON GROUP, INC., |
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an Arizona corporation |
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By: |
s/s Xxxxxxx Xxxxx |
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Name: |
Xxxxxxx Xxxxx |
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Title: |
Treasurer and CFO |
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