Contract
Exhibit
10.9
10.9 Letter
Agreement between Altus Explorations, Inc. and CodeAmerica Investments LLC
dated
April 14, 2006 reference settlement and full satisfaction of principal and
interest amounts due by Altus to CodeAmerica pursuant to its Loan Agreement
through the transfer of Altus’ interests in the Kansas Lake Creek Prospect to
CodeAmerica.
April
14,
2006
THIS
AGREEMENT MADE AS OF THE 14h
DAY OF
APRIL 2006 AND EFFECTIVE 31st
DECEMBER
2005 (the "Effective Date").
BETWEEN:
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ALTUS
EXPLORATIONS INC.,
a
company duly incorporated under the laws of Nevada, having its
registered
and records office at 880 - 00 Xxxx Xxxxxxx Xxxxxx, Xxxx, Xxxxxx
00000
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(hereinafter
referred to as the "Company")
AND:
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CODEAMERICA
INVESTMENTS, LLC,
a
limited liability company duly incorporated under the laws of Nevada,
located at 0000 Xxxxxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxxxxxx
00000.
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(hereinafter
referred to as the "Lender")
WHEREAS:
A.
The
Lender has advanced Funds to Company as required by Company in its ordinary
course of business to meet its operating and capital expenditure obligations
pursuant to the Loan Agreement between Company and Lender dated February
4, 2005
(the “Loan Agreement”);
B.
The
Company has an outstanding principal balance due Lender at December 31, 2005
totaling $242,600 and accrued interest totaling $21,332 under the Loan
Agreement;
C.
Company
holds oil and gas investments in the Kansas Lake Creek Prospect, and Company
utilized funds loaned to Company under the Loan Agreement to fund its
participation in the drilling and development of the Lake Creek
Prospect;
D.
Company
granted Lender, under the Loan Agreement, a general security interest in
all
present and after acquired assets of the Company that are not otherwise pledged
or used as collateral for other financing transactions of Company; and
E.
Company
and Lender desire to fully satisfy and extinguish the outstanding principal
and
interest amounts totaling $263,932 due Lender by Company at December 31,
2005;
NOW
THEREFORE THIS AGREEMENT WITNESSES that in consideration of the mutual covenants
and agreements herein contained, the receipt of which is hereby acknowledged
by
each of the parties hereto, the parties hereto agree each with the other
(the
"Agreement") as follows:
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1.
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Company
transfers all its interests, rights and title to all lease and
oil and gas
investments held by the Company in the Kansas Lake Creek Prospect;
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2.
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Lender
releases its security interests in all present and after acquired
assets
of Company granted pursuant to the Loan Agreement;
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3.
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Lender
and Company agrees that the outstanding principal and interest
balances
due Lender by Company at December 31, 2005 totaling $263,932 is
fully
satisfied and extinguished;
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4.
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Company
and Lender will execute and deliver all such documents and instruments
and
do all such acts and things as may be reasonably required to carry
out the
full intent and meaning of this
Agreement;
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5.
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For
purpose of this Agreement, time is of the
essence;
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6.
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This
Agreement shall be construed in accordance with the laws of the
State of
Texas; and
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7.
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This
Agreement may be signed by the parties in as many counterparts
as may be
deemed necessary, each of which so signed shall be deemed to be
an
original, and all such counterparts together shall constitute one
and the
same instrument;
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IN
WITNESS WHEREOF the undersigned have executed this Agreement.
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ALTUS
EXPLORATIONS, INC.
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/
s
/ Xxxx X. Xxxxxxxx
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By:
Xxxx X. Xxxxxxxx
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Its:
President
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CODEAMERICA
INVESTMENTS, LLC :
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/
s
/ W. Xxxxxx Xxx
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By:
Xx Xxxxxx Xxx
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Its:
Managing Member and CEO
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