AMENDMENT TO PROMISSORY NOTE
Exhibit
99.3
AMENDMENT
TO
This
Amendment to Promissory Note is entered into as of the 25th day of June, 2008,
by and between AMEN PROPERTIES,
INC. ("Maker'') and Universal Guaranty Life Insurance Company("Payee")
with reference to the following facts:
A. Maker and
Payee entered into that certain Securities Purchase and Note Agreement dated as
of November 30, 2007 wherein Payee agreed to make a loan to Maker and acquire
Amen securities so that Amen may acquire certain oil and gas interests (the
"Note Agreement").
B. Pursuant
to the terms of the Note Agreement, Maker executed that certain Promissory Note
dated December 17, 2007, in the original principal amount of Nine Hundred Thirty
Three Thousand Nine Hundred Sixty Six and No/100 Dollars ($933,966), and payable
to the order of Payee (the "Note").
C. The Note
has a maturity date of June 30, 2008, at which time the Note is due and payable
in a single payment of the full amount of unpaid principal and accrued
interest.
D. Maker and
Payee desire to amend the Note to extend the maturity date of the Note to June
30, 2009.
NOW,
THEREFORE, in consideration of the premises and the mutual covenants herein
contained and other good and valuable consideration, it is hereby agreed among
Maker and Payee as follows:
1. Capitalized
terms used but not defined herein shall have the respective meanings ascribed
thereto in the Note Agreement.
2. The first
sentence of the second paragraph of the Note is hereby amended in its entirety
to read as follows:
This Note
shall be due and payable in a single payment of the full amount of the unpaid
principal and accrued and unpaid interest on June 30, 2009, the maturity date of
this Note.
3. By its
execution hereof, Maker hereby affirms and ratifies the Note Agreement and the
Note, as amended hereby, and all of the other documents executed in connection
with the Note Agreement and· the Note (collectively with Note Agreement and the
Note, as amended, the "Transaction Documents").
4. Neither
the execution by Payee of this Amendment nor anything contained herein shall in
any wise be construed or operate as a waiver by Payee of any default or Event of
Default under the Note Agreement or the other Transaction Documents (whether now
existing or that may occur hereafter) or any of Payee's rights under the Note
Agreement, the Note or any of the other Transaction Documents.
5. Except as
Provided herein, all terms and provisions of the Note Agreement and the Note
shall remain unchanged.
Mid:
010056/000010/583426.1
6. THIS
AMENDMENT AND THE OTHER TRANSACTION DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS, OF THE PARTIES. THERE ARE NO
UNWRl1TEN ORAL AGREEMENTS BETWEEN THE PARTIES.
7. When
executed by Payee and Maker, this Amendment shall be attached to and become a
part of the Note.
EXECUTED
effective as of the date first above written.
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PAYEE:
UNIVERSAL GUARANTY LIFE INS.
CO.
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MAKER:
AMEN PROPERTIES,
INC.
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| By: |
/s/
Xxxxxxxx X. Xxxxxx
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By: |
/s/
Xxxx X. Xxxxxx
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| Name: |
Xxxxxxxx
X. Xxxxxx
|
Xxxx
X. Xxxxxx, CFO & Secretary
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| Title; |
Sr.
Vice President
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