AMENDED AND RESTATED LOAN AGREEMENT
Exhibit 10.1
AMENDED AND RESTATED LOAN AGREEMENT
THIS AGREEMENT made the 14th
day of April, 2009
BETWEEN:
XXXXX XXXXX, of 0000 Xxxxxx,
Xxxxxxx, Xxxxx, 00000; and
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(the
“Lender” or “Holder”)
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OF
THE FIRST PART
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AND:
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GULF UNITED ENERGY, INC., a
company incorporated pursuant to the laws of Nevada with an office at 0000
Xxxxxxx, Xxxxx 0000, Xxxxxxx, Xxxxx, 00000
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(“Gulf
United”, “Maker” or “Borrower”)
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OF
THE SECOND PART
WHEREAS:
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A.
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The
Maker issued that certain Loan Agreement, dated April 10th 2007
in favor of Lender for a total of US$1,388,985.00 (the “Original Loan”)
pursuant to that certain letter of intent dated March 22, 2006 by and
between Gulf United and Cia. Mexicana de Gas Natural, S.A. de C.V. (the
“Letter of Intent”) and subsequently pursuant to the related Joint Venture
Agreement dated July 15, 2007;
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B.
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The
Lender and Maker wish to amend the Original Loan on the certain terms and
conditions contained herein;
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NOW THEREFORE THIS AGREEMENT
WITNESSETH that for and in consideration of the set forth herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as follows:
1. The
Original Loan is hereby amended and restated in it entirety.
2. The
Lender has advanced/loaned as of February 28, 2009 total principal and interest
of $2,022,547 to Gulf United (the “Loan”). In addition, the Loan
shall include any additional funds that the Lender has advanced, or may advance
to Gulf United, or on its behalf, in the future, subject to Gulf United’s
consent.
3. The
Loan shall bear simple interest at a rate of 10% per annum, calculated in
arrears on a monthly basis commencing as of September 1, 2007 and for each
additional advance on the date that such advance is made to Gulf United and
continuing until the entire Loan amount is paid in full. The Loan
shall be secured by Gulf United’s equity interest in the Project Companies, as
defined in the Joint Venture Agreement. In the event of a default hereunder by
Gulf United, such equity interest held by Gulf United in the Project Companies,
as defined in the Joint Venture Agreement, shall immediately be assigned to
Lender at Lender’s sole discretion.
4. The
Loan, as well as all accrued interest, shall be due and payable from Gulf United
to the Lender on June 1, 2009. Gulf United shall not be penalized for
early repayment.
5. At
any time, Gulf United may satisfy the repayment of the Loan and all interest
accrued hereunder by transferring by way of xxxx of sale all of its rights,
title and interest in the joint venture companies to the Lender.
6. All
funds and dollar amounts referred to in this Agreement are in the lawful
currency of the United States of America.
7. Lender
hereby waives any and all breaches or defaults on the Original Loan, including
any late fees.
8. This
Agreement shall be interpreted in accordance with the laws in effect from time
to time in the State of Texas.
IN WITNESS WHEREOF the parties
hereto have hereunto affixed their respective hands, both as of the day and year
first above written.
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By: /S/ XXX
X.XXXXXX
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/S/ XXXXX XXXXX
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Name: Xxx
Xxxxxx
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Xxxxx
Xxxxx
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Title: Chief
Executive Officer
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