ex10_17.htm


EXHIBIT 10.17


 


FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT


AND BORROWING BASE REDETERMINATION


 


THIS FIFTH AMENDMENT OF AMENDED AND RESTATED CREDIT AGREEMENT AND BORROWING BASE REDETERMINATION (this “Amendment”), dated as of September 1, 2011, is by and among SEFTON RESOURCES, INC., a British Virgin Islands corporation (“Parent”), TEG OIL & GAS U.S.A., INC., a Colorado corporation (“TEGOG”), TEG MIDCONTINENT, INC., a Colorado corporation (“TEGMC”), and BANK OF THE WEST, a California corporation (“BOTW”). Parent, TEGOG and TEGMC are herein collectively referred to as “Borrowers.”


 


RECITALS


 


A.           Borrowers and BOTW entered into an Amended and Restated Credit Agreement dated as of October 21, 2008, as heretofore amended (as so amended, the “Credit Agreement”). Capitalized terms used herein but not defined herein shall have the same meanings as set forth in the Credit Agreement.


 


B.           Borrowers and BOTW desire that this Amendment be executed and delivered in order to amend certain terms and provisions of the Credit Agreement and to evidence a Borrowing Base redetermination.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


 


1.           Credit Agreement.  The Credit Agreement shall be, and hereby is, amended as follows, effective as of the date hereof:


 


(a)           In lines 1 and 2 of the definition of “Maturity Date” in Section 1.1 on page 7 of the Credit Agreement, “June 1, 2013” shall be substituted for “February 28, 2012.”


 


(b)           The definition of “GAAP” in Section 1.1 on pages 4 and 5 of the Credit Agreement shall be deleted, and all references in the Credit Agreement to “GAAP” shall be modified to be references to “IFRS”.


 


(c)           The following new definition shall be inserted in proper alphabetical order in Section 1.1 on page 5 of the Credit Agreement:


 


“IFRS” means those generally accepted accounting principles and practices which are recognized as such by the International Accounting Standards Board (or any generally recognized successor to the foregoing) and which, in the case of Borrowers: (a) are applied for all periods in a consistent manner (provided that Borrowers may modify their accounting principles and practices so as to comply with any change in such generally accepted accounting principles and practices), and (b) are applied for all periods after the date hereof so as to properly reflect, in accordance with such generally accepted accounting principles and practices, the financial condition, and the results of operations and changes in financial position, of Borrowers.


 




  





  











  






 


(d)           Exhibit F attached hereto shall be substituted for the Exhibit F previously attached to the Credit Agreement.


 


2.           Extension Fee.  In consideration of the extension of the Maturity Date being made pursuant to the terms hereof, Borrowers hereby agree to pay to BOTW on or before February 28, 2012, an extension fee in an amount equal to 1.25 percent times the Commitment Amount in effect on February 28, 2012.


 


3.           Borrowing Base Redetermination.  BOTW has redetermined the Borrowing Base as of the date hereof, which redetermination shall be deemed to be in lieu of the regularly-scheduled June 1, 2011 Borrowing Base redetermination, resulting in the Borrowing Base being set as follows until the effective date of the ensuing Borrowing Base redetermination pursuant to the terms of the Credit Agreement: $6,250,000 as of September 1, 2011, reduced by $50,000 as of the close of business on each subsequent Payment Date, commencing with the September 30, 2011 Payment Date.


 


4.           Loan Documents.  All references in any document to the Credit Agreement shall be deemed to refer to the Credit Agreement, as amended pursuant to this Amendment.


 


5.           Certification by Borrowers.  Borrowers hereby certify to BOTW that, as of the date of this Amendment, after giving effect to the provisions hereof: (a) all of Borrowers’ representations and warranties contained in the Credit Agreement are true, accurate and complete in all material respects, (b) Borrowers have performed and complied with all agreements and conditions required to be performed or complied with by Borrowers under the Credit Agreement and/or any Loan Document on or prior to this date, and (c) no Default or Event of Default has occurred under the Credit Agreement.


 


6.           Continuation of the Credit Agreement.  Except as specified in this Amendment, the provisions of the Credit Agreement shall remain in full force and effect.


 


7.           Expenses.  Borrowers shall pay all expenses incurred in connection with the transactions contemplated by this Amendment, including without limitation all fees and expenses of the attorney for BOTW and any and all filing and recording expenses.


 


8.           Miscellaneous.  This Amendment shall be governed by and construed under the laws of the State of Colorado and shall be binding upon and inure to the benefit of the parties hereto and their successors and assigns. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.


 


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EXECUTED as of the date first above written.


 



	  	
SEFTON RESOURCES, INC.


	  	  
	  	  
	  	
By:

	
/s/ Jim Ellerton


	  	  	
     Jim Ellerton,


	  	  	
     Chief Executive Officer


	  	  
	  	  
	  	  
	  	
TEG OIL & GAS U.S.A., INC.


	  	  
	  	  
	  	
By:

	
/s/ Jim Ellerton


	  	  	
     Jim Ellerton,


	  	  	
     Chairman


	  	  
	  	  
	  	  
	  	
TEG MIDCONTINENT, INC.


	  	  
	  	  
	  	
By:

	
/s/ Jim Ellerton


	  	  	
     Jim Ellerton,


	  	  	
     Chairman


	  	  
	  	  
	  	  
	  	
BANK OF THE WEST


	  	  
	  	  
	  	
By:

	
/s/ Duc Duong


	  	  	
     Duc Duong,


	  	  	
     Vice President







 


 


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