AMENDMENT TO BRIDGE LOAN AGREEMENT
Exhibit 22
AMENDMENT TO
BRIDGE LOAN AGREEMENT
BRIDGE LOAN AGREEMENT
This Amendment, dated January 31, 2010 (“Amendment”) is made to a Bridge Loan Agreement
(“Agreement”) dated July 29th, 2009 between NYTEX Energy Holdings, Inc., a Delaware Corporation
whose offices are located at 00000 Xxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 (“NYTEX”), and
Xxxxxx Xxxxxxx, whose address is
0000 Xxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx, XX 00000 (“Lender”).
WHEREAS, NYTEX utilized bridge loan proceeds from the Agreement to acquire and initiate
development on certain producing oil and gas leases located in Xxxxx, Xxxxxxxxxx and Xxxxxx
Counties, Texas (“Panhandle Field Property”), and
WHEREAS, pursuant to Exhibit A of the Agreement, Lender provided to NYTEX a six (6) month
bridge loan in the principal amount of $50,000.00, with interest accruing at the rate of 25% per
annum, and
WHEREAS, pursuant to Exhibit C of the Agreement, NYTEX provided Lender with collateral
security for Lender’s principal amount, such collateral being the Panhandle Field Property.
NOW THEREFORE, for and in consideration of the foregoing and the mutual promises contained
herein, and upon and subject to the terms and conditions set in this Amendment, the parties hereto
agree as follows:
The second sentence of the second paragraph of Exhibit A to the Agreement shall be amended to
read as follows: “NYTEX shall pay Lender a minimum of $20,000.00 towards interest and principal by
May 15, 2010, an additional $20,000.00 towards interest and principal by June 5, 2010 with the
remaining interest and principal paid in full by June 19, 2010.
The following paragraph shall be added as the last paragraph in Item 11. “Collateral” of
Exhibit C to the Agreement shall be amended to read as follows:
NYTEX shall have the right to sell fractional, non-operating working interest participation
in the collateral provided that NYTEX continues to own sufficient working interest ownership equal
to the following proportion: the total dollar amount of outstanding principal owed to all
Panhandle Field Property Lenders divided by $950,000 and the resulting quotient multiplied by 73%,
the original amount of working interest acquired by NYTEX in the collateral property.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth
above.
/s/ Xxxxxxx Xxxxxx
|
Date: January 31, 2010 | |
By: Xxxxxxx Xxxxxx, CEO |
||
Lender: Xxxxxx Xxxxxxx |
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/s/ Xxxxxx Xxxxxxx
|
Date: January 31, 2010 | |
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AMENDMENT TO
BRIDGE LOAN AGREEMENT
BRIDGE LOAN AGREEMENT
This
Amendment, dated January ______, 2010 (“Amendment”) is made to a Bridge
Loan Agreement (“Agreement”) dated July 29th, 2009 between NYTEX Energy Holdings, Inc., a Delaware
Corporation whose offices are located at 00000 Xxxxx Xxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000
(“NYTEX”), and
Xxxxx Xxxxx, whose address is
0000 Xxxxxxxxx Xxxxx
Xxxxxxxxxx, Xxxxx 00000 (“Lender”).
WHEREAS, NYTEX utilized bridge loan proceeds from the Agreement to acquire and initiate
development on certain producing oil and gas leases located in Xxxxx, Xxxxxxxxxx and Xxxxxx
Counties, Texas (“Panhandle Field Property”), and
WHEREAS, pursuant to Exhibit A of the Agreement, Lender provided to NYTEX a six (6) month
bridge loan in the principal amount of $50,000.00, with interest accruing at the rate of 25% per
annum, and
WHEREAS, pursuant to Exhibit C of the Agreement, NYTEX provided Lender with collateral
security for Lender’s principal amount, such collateral being the Panhandle Field Property.
NOW THEREFORE, for and in consideration of the foregoing and the mutual promises contained
herein, and upon and subject to the terms and conditions set in this Amendment, the parties hereto
agree as follows:
The second sentence of the second paragraph of Exhibit A to the Agreement shall be amended to
read as follows: “All outstanding principal and interest shall be paid in full on or before July
31, 2010”.
The following paragraph shall be added as the last paragraph in Item 11. “Collateral” of
Exhibit C to the Agreement shall be amended to read as follows:
NYTEX shall have the right to sell fractional, non-operating working interest participation
in the collateral provided that NYTEX continues to own sufficient working interest ownership equal
to the following proportion: the total dollar amount of outstanding principal owed to Lender
divided by $950,000 and the resulting quotient multiplied by the original amount of working
interest acquired by NYTEX in the collateral property.
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IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth
above.
/s/ Xxxxxxx Xxxxxx
|
Date: January 29, 2010 | |
By: Xxxxxxx Xxxxxx, CEO |
||
Lender: Xxxxx Xxxxx |
||
/s/ Xxxxx Xxxxx
|
Date: January 29, 2010 | |
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MODIFICATION, RENEWAL AND EXTENSION AGREEMENT
STATE OF TEXAS
|
§ | KNOW ALL MEN BY THESE PRESENTS: | ||
COUNTIES OF XXXXXX, |
||||
XXXXX AND XXXXXXXXXX
|
§ |
WHEREAS, NYTEX Energy Holdings, Inc., a Delaware corporation (the “Undersigned”) being legally
obligated to pay the hereinafter described Promissory Note, said note being in the original
principal amount of SIX HUNDRED THOUSAND DOLLARS ($600,000.00) dated July 29, 2009, executed by
NYTEX Energy Holdings, Inc., made payable to Xxxxxx Family First Ltd. Partnership (“Lender”);
WHEREAS, which note was issued pursuant to that certain Bridge Loan Agreement dated July 29, 2009
(the “Loan Agreement”) and is more fully secured by a Pledge and Security Agreement dated July 29,
2009 and a MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING
STATEMENT (the “Mortgage”), dated of even date herewith, from NYTEX Energy Holdings, Inc. and NYTEX
Petroleum Inc., to Xxxxx X. Xxxxx, Trustee for the benefit of Lender;
WHEREAS, the Undersigned now desires to modify, refinance, renew, extend and/or rearrange the time
or manner of payment of said note and to extend and carry forward said liens on the property
encumbered by such liens.
NOW THEREFORE, Xxxxxx Family First Ltd. Partnership, the legal owner and holder of said note and
the liens securing payment of the same, in consideration of the premises and at the request of the
Undersigned., who, by execution hereof, hereby consent to the terms and conditions hereof, has
agreed to modify, refinance, renew, extend and/or rearrange the time or manner of payment of said
note as hereinafter set forth, the Undersigned hereby renews said note and indebtedness and
promises to pay to the order of Xxxxxx Family First Ltd. Partnership, whose mailing address is 000
Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxx 00000, the unpaid balance as of May 15, 2010 of said note being in
the amount of Five Hundred Twenty-Five Thousand, Two Hundred Sixty-Two and 00/100 Dollars
($525,262.00) together with interest as herein specified until paid, as follows:
Annual Interest Rate on Unpaid Principal from Date of this Modification, Renewal and Extension:
Eighteen Percent (18%).
Notwithstanding anything set forth herein or in the Mortgage, and provided that there has not
occurred and is continuing an Event of Default (defined in the Mortgage), the Undersigned is
authorized to sell undivided interests in the Mortgaged Properties (defined in the Mortgage) free
and clear of the Liens of the Mortgage under the following conditions (any such sale is a
“Permitted Sale”):
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| (a) | Each Permitted Sale shall be of an equal undivided interest in all of the Mortgaged Properties. | ||
| (b) | Each Permitted Sale shall be for cash and Lender shall receive in immediately available funds 64% (i.e., 80% of 80%) of the gross sales price received for the sold interest for application to the Obligations (defined in the Mortgage) on the day the Permitted Sale is made. | ||
| (c) | The subject Permitted Sale does not reduce the interest of Mortgagor in the Mortgaged Properties to an undivided working interest percentage (determined on an 8/8ths basis) less than the percentage calculated by first dividing the total amount of outstanding principal owed to Mortgagor by 600,000 and then secondly multiplying such quotient by 73%. |
No transfer of an overriding royalty, production payment, net profits interest, carried interest or
interest other than an expense bearing working interest that meets the conditions set forth above
will constitute a Permitted Sale. Lender will execute such documents as are required to acknowledge
and accommodate any Permitted Transfers, including executing any partial release of liens that may
be required; provided, however, Lender shall pay all expenses arising in connection with any
partial release, including without limitation, all reasonable attorneys’ fees incurred by Lender in
connection with such release.
If under any circumstances the aggregate amounts paid on the note include amounts which by law are
deemed interest and which would exceed the maximum, nonusurious amount of interest which could
lawfully have been collected on the note, Undersigned stipulates that such payment and collection
will have been and will be deemed to have been the result of mathematical error on the part of
both Undersigned and Lender or the holder of the note, and the party receiving such excess
payments shall promptly refund the amount of such excess (to the extent only of such interest
payments above the maximum non-usurious amount which could lawfully have been collected and
retained) upon discovery of such error by the party receiving such payment or notice thereof from
the party making such payment.
The principal indebtedness evidenced by the note and all interest accrued thereon shall be payable
on or before September 1, 2010. If any installment provided for in the Bridge Loan Agreement or
hereunder, either of principal or interest, is not paid when due, then the Lender may, at its
option, without notice (including, without limitation, notice of intention to accelerate maturity
and/or notice of acceleration of maturity) or demand, subject to the Bridge Loan Agreement,
declare the note at once matured, due and payable in full, and in such case the entire amount of
unpaid principal hereunder and accrued interest thereon shall immediately become due and payable.
If default is made in the payment of the note and it is placed in the hands of an attorney for
collection, or collected through probate or bankruptcy proceedings, or if suit is brought on the
same, Undersigned agrees to pay reasonable attorneys’ fees and other costs of collection.
Undersigned and any and all endorsers, guarantors and sureties severally waive notice (including,
without limitation, notice of intention to accelerate maturity and/or notice of acceleration of
maturity), demand, presentment for payment, protest and the filing of suit hereon for the purpose
of fixing liability and
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consent that the time of payment hereof may be extended and reextended from time to time
without notice to them or any of them. Undersigned may at any time pay the full amount or any
part of the note without the payment of any premium or fee.
THIS NOTE SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.
Effective February 1, 2010.
| NYTEX Energy Holdings, Inc. | Xxxxxx Family First Ltd. Partnership | |||||||||
By:
|
/s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxx | |||||||
| President | General Partner | |||||||||
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MODIFICATION, RENEWAL AND EXTENSION AGREEMENT
STATE OF TEXAS
|
§ | KNOW ALL MEN BY THESE PRESENTS: | ||
COUNTIES OF XXXXXX, |
||||
XXXXX AND XXXXXXXXXX
|
§ |
WHEREAS, NYTEX Energy Holdings, Inc., a Delaware corporation (the “Undersigned”) being legally
obligated to pay the hereinafter described Promissory Note, said note being in the original
principal amount of ONE HUNDRED FIFTY THOUSAND DOLLARS ($150,000.00)
dated July 29, 2009, executed
by NYTEX Energy Holdings, Inc., made payable to TBD Associates (“Lender”);
WHEREAS,
which note was issued pursuant to that certain Bridge Loan Agreement dated July 29, 2009
(the “Loan Agreement”) and is more fully secured by a Pledge and Security Agreement dated July 29,
2009 and a MORTGAGE, DEED OF TRUST, ASSIGNMENT OF PRODUCTION, SECURITY AGREEMENT AND FINANCING
STATEMENT (the “Mortgage”), dated of even date herewith, from NYTEX Energy Holdings, Inc. and NYTEX
Petroleum Inc., to Xxxxx X. Xxxxx, Trustee for the benefit of Lender;
WHEREAS, the Undersigned now desires to modify, refinance, renew, extend and/or rearrange the time
or manner of payment of said note and to extend and carry forward said liens on the property
encumbered by such liens.
NOW THEREFORE, TBD Associates, the legal owner and holder of said note and the liens securing
payment of the same, in consideration of the premises and at the request of the Undersigned., who,
by execution hereof, hereby consent to the terms and conditions hereof, has agreed to modify,
refinance, renew, extend and/or rearrange the time or manner of payment of said note as hereinafter
set forth, the Undersigned hereby renews said note and indebtedness and promises to pay to the
order of TBD Associates, whose mailing address is c/x Xxxxxx Family First Partnership, 000 Xxxxxx
Xxxxxx, Xxxxxxxx, Xxxxx 00000, the unpaid balance of said note May 15, 2010 being in the amount of
One Hundred Thirty-Two Thousand, Fifty-Eight and 00/100 Dollars ($132,058.00) together with
interest as herein specified until paid, as follows:
Annual Interest Rate on Unpaid Principal from Date of this Modification, Renewal and Extension:
Eighteen Percent (18%).
Notwithstanding anything set forth herein or in the Mortgage, and provided that there has not
occurred and is continuing an Event of Default (defined in the Mortgage), the Undersigned is
authorized to sell undivided interests in the Mortgaged Properties (defined in the Mortgage) free
and clear of the Liens of the Mortgage under the following conditions (any such sale is a
“Permitted Sale”):
1
| (a) | Each Permitted Sale shall be of an equal undivided interest in all of the Mortgaged Properties. | ||
| (b) | Each Permitted Sale shall be for cash and Lender shall receive in immediately available funds 64% (i.e., 20% of 80%) of the gross sales price received for the sold interest for application to the Obligations (defined in the Mortgage) on the day the Permitted Sale is made. | ||
| (c) | The subject Permitted Sale does not reduce the interest of Mortgagor in the Mortgaged Properties to an undivided working interest percentage (determined on an 8/8ths basis) less than the percentage calculated by first dividing the total amount of outstanding principal owed to Mortgagor by 600,000 and then secondly multiplying such quotient by 73%. |
No transfer of an overriding royalty, production payment, net profits interest, carried interest or
interest other than an expense bearing working interest that meets the conditions set forth above
will constitute a Permitted Sale. Lender will execute such documents as are required to acknowledge
and accommodate any Permitted Transfers, including executing any partial release of liens that may
be required; provided, however, Lender shall pay all expenses arising in connection with any
partial release, including without limitation, all reasonable
attorneys’ fees incurred
by Lender in connection with such release.
If under any circumstances the aggregate amounts paid on the note include amounts which by law are
deemed interest and which would exceed the maximum, nonusurious amount of interest which could
lawfully have been collected on the note, Undersigned stipulates that such payment and collection
will have been and will be deemed to have been the result of mathematical error on the part of
both Undersigned and Lender or the holder of the note, and the party receiving such excess
payments shall promptly refund the amount of such excess (to the extent only of such interest
payments above the maximum non-usurious amount which could lawfully have been collected and
retained) upon discovery of such error by the party receiving such payment or notice thereof from
the party making such payment.
The principal indebtedness evidenced by the note and all interest accrued thereon shall be payable
on or before September 1, 2010. If any installment provided for in the Bridge Loan Agreement or
hereunder, either of principal or interest, is not paid when due, then the Lender may, at its
option, without notice (including, without limitation, notice of intention to accelerate maturity
and/or notice of acceleration of maturity) or demand, subject to the Bridge Loan Agreement,
declare the note at once matured, due and payable in full, and in such case the entire amount of
unpaid principal hereunder and accrued interest thereon shall immediately become due and payable.
If default is made in the payment of the note and it is placed in the hands of an attorney for
collection, or collected through probate or bankruptcy proceedings, or if suit is brought on the
same, Undersigned agrees to pay reasonable attorneys’ fees and other costs of collection.
Undersigned and any and all endorsers, guarantors and sureties severally waive notice (including,
without limitation, notice of intention to accelerate maturity and/or notice of acceleration of
maturity), demand, presentment for payment, protest and the filing of suit hereon for the purpose
of fixing liability and
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consent that the time of payment hereof may be extended and reextended from time to time
without notice to them or any of them. Undersigned may at any time pay the full amount or
any part of the note without the payment of any premium or fee.
THIS NOTE
SHALL BE GOVERNED AND CONTROLLED BY THE INTERNAL LAWS OF THE STATE OF TEXAS.
Effective February 1, 2010.
| NYTEX Energy Holdings, Inc. | TBD Associates | |||||||||
By:
|
/s/ Xxxxxxx Xxxxxx | By: | /s/ Xxxxxx X. Xxxxxx | |||||||
| President | President / General Partner | |||||||||
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