AMENDED AND RESTATED SECURITY AGREEMENTSecurity Agreement • June 5th, 2014 • Sara Creek Gold Corp. • Crude petroleum & natural gas • California
This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of June 2, 2014 (as amended, supplemented or otherwise modified from time to time in accordance with the provisions hereof, this “Agreement”), made by and among TEG Oil & Gas USA, Inc., a Colorado corporation (the “Debtor”), in favor of Tapia Holdings, LLC, a Delaware limited liability company, (the “Secured Party”).
SUBORDINATION AND INTERCREDITOR AGREEMENTSubordination and Intercreditor Agreement • June 5th, 2014 • Sara Creek Gold Corp. • Crude petroleum & natural gas
THIS SUBORDINATION AND INTERCREDITOR AGREEMENT (this “Agreement”) is entered into as of this 2nd day of June 2014, by and among TAPIA HOLDINGS, LLC, a Delaware limited liability company (the “Subordinated Obligee”), TEG OIL & GAS USA, INC., a Colorado corporation (“TEG”), SEFTON RESOURCES, INC., a British Virgin Islands corporation (“Parent”), TEG MIDCONTINENT, INC., a Colorado corporation (“TEGMC”, and, together with Parent and TEG, “Borrowers”) and BANK OF THE WEST, a California corporation (“BOTW”), or such then present holder or holders of the Senior Loan (as hereinafter defined) as may from time to time exist (collectively with BOTW, the “Senior Lenders”).
SECURED SUBORDINATED NOTE DUE JULY 31, 2014Sara Creek Gold Corp. • June 5th, 2014 • Crude petroleum & natural gas • Colorado
FOR VALUE RECEIVED, the undersigned, TEG Oil & Gas USA, Inc., a Colorado corporation (“Obligor”), hereby promises to pay to Tapia Holdings, LLC, a Delaware limited liability company (“Holder”), or order, in lawful money of the United States of America, the principal sum of $1,000,000 (the “Commitment Limit”), or so much thereof as may be outstanding from time to time, with interest on the unpaid principal amount hereof at the rate of three percent (3.0%) per annum.
ContractSara Creek Gold Corp. • June 5th, 2014 • Crude petroleum & natural gas • California
THIS SECURITY AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS SECURITY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF APPLICABLE STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
