amerexgroup_8k-ex1001.htm


     

    Exhibit
10.1

    


    June 9,
2008

    


    Amerex
Group, Inc.

    1105 N.
Peoria

    Tulsa,
Oklahoma  74166

    Attn:   Stephen
K. Onody, Chief Operating Officer

    


    Dear
Stephen:

    


    Reference
is hereby made to the (i) Senior Secured Convertible Note due November 21, 2010
(the “Note”) in the aggregate principal amount of $6,131,235.47 made by Amerex
Group, Inc. (the “Company”) in favor of CAMOFI Master LDC (“CAMOFI”), and the
additional transaction documents related thereto, as the same have been amended
by those certain letter agreements between the Company and CAMOFI dated December
19, 2007, May 9, 2008, May 16, 2008, May 22, 2008, May 27, 2008, and June 4,
2008, (ii) Revolving Credit Note dated August 31, 2006 in the original principal
amount of $1,500,000, and the additional transaction documents related thereto
(the “Revolver”).  Capitalized terms used and not defined herein shall
have the meaning ascribed to them in the Note or the Revolver, as applicable,
and the transaction documents related to each thereof. In consideration of
CAMOFI agreeing to defer certain principal and interest payments, the Company
and CAMOFI hereby agree as follows:

    


    
      
        	
                  1.   

              	
                The
      Interest payments pursuant to the Note due on each of June 1, 2008, July
      1, 2008, and August 1, 2008 shall be deferred until September 1, 2008, at
      which time such amounts shall be due and payable in full.  The
      Interest payment that is due and payable on September 1, 2008 shall remain
      due and payable on such date.

              


      

    

    


    
      
        	
                  2.   

              	
                (a)
      The aggregate principal balance of the Note as of May 31, 2008 shall
      remain the same (i.e.
$6,131,235.47).

              


      

    

    


    (b) The
aggregate principal amount of the New Note referred to in paragraph 4 of the
December 19, 2007 letter agreement shall be increased by $3,114,525, for a New
Note having an aggregate outstanding principal amount of $5,141,648 as of June
4, 2008.

    


    (c) The
Revolver shall be amended to increase the amount of the Obligations thereunder
by $425,301, such that the new total amount of Advances deemed to be made
thereunder as of May 31, 2008 shall be $1,925,301.

    


    
      
        	
                  3.   

              	
                The
      definition of “Monthly Redemption Date” is hereby deleted in its entirety
      and the following new definition is substituted in lieu
      thereof.

              


      

    

    


    “Monthly Redemption
Date” means the first day of each month, commencing on the first day of
September, 2008, unless sooner as provided herein.

    


    
      
        	
                  4.   

              	
                The
      Company shall promptly pay to CAMOFI 100% of any proceeds that it receives
      as a result of the sale of its Kaiser facility and other excess real
      estate assets, including, without limitation, its Harrison County Texas
      property. In addition, the Company shall pay to CAMOFI the money held in
      escrow for the closure of the injection wells on its Kaiser facility
      ($400,000 less any amounts previously released or to be released to the
      remediation contractor, estimated to be an aggregate of approximately
      $288,000 to be paid to CAMOFI). Such proceeds shall be applied to repay
      the Note at the price set forth in Section 2(f) thereof (i.e. 115%).
      Agents to sell such assets shall be retained by no later than July 31,
      2008, and all such assets shall be in contract to be sold on terms
      satisfactory to CAMOFI by September 1, 2008 or
  sooner.

              


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      
        	
                  5.   

              	
                The
      Company’s affirmative covenant in the December 19, 2007 letter agreement
      to raise at least $2.5 million in equity on terms satisfactory to CAMOFI
      by March 31, 2008 shall be amended to require such sale of equity by no
      later than September 1, 2008.

              


      

    

    


    
      
        	
                  6.   

              	
                The
      term “Filing Date” as such term is defined in the Registration Rights
      Agreement dated November 21, 2005, as amended to date (the “Registration
      Rights Agreement”), shall be amended to mean the earlier of (i) the filing
      of a registration statement in respect of the next offering by the Company
      of its equity securities, and (ii) September 1, 2008. The term
      “Effectiveness Date” as such term is defined in the Registration Rights
      Agreement shall be amended to mean the earlier of (i) 90 days after the
      Filing Date, and (ii) November 30, 2008. The term “Registrable Securities”
      as such term is defined in the Registration Rights Agreement shall be
      amended to include the equity underlying the New Note, as amended by this
      letter agreement.

              


      

    

    


    
      
        	
                  7.   

              	
                The
      Term of the Revolver shall be extended until September 1,
      2008.

              


      

    

    


    
      
        	
                  8.   

              	
                The
      Company shall (i) retain a restructuring advisor satisfactory to CAMOFI
      upon terms and conditions satisfactory to the Company and CAMOFI, and (ii)
      continue the engagement of such restructuring advisor until any and all
      amounts due and owing by the Company to CAMOFI have been repaid in
      full.

              


      

    

    


    Based on
the foregoing, the Company and CAMOFI acknowledge and agree that, after giving
effect to the terms of this letter agreement and the execution of documents
evidencing the same, each party will be in good standing under the Note, the
Revolver and the transaction documents related to each thereof, and that there
will be no defaults under the Note, the Revolver or any such transaction
documents by either party.  This letter agreement amends and
supersedes each of the May 9, 2008, May 16, 2008, May 22, 2008, May 27, 2008,
and June 4, 2008 letter agreements; provided, however, that the December 19,
2007 letter agreement shall remain unchanged and in full force and effect except
as it is expressly amended hereby.

    


    If this
letter agreement is in accordance with your understanding, please sign your name
in the space provided below.

    


    Very
truly yours,

     

     

    /s/
Michael Loew

    Michael
Loew

    General
Counsel

    


    ACCEPTED
AND AGREED TO:

    


    Amerex
Group, Inc.

     

     

    By: /s/
Stephen K. Onody

    Name:  Stephen
K. Onody

    Title:  Chief
Operating Officer