American Natural Energy Corporation  - Exhibit 10.5 - Filed by newsfilecorp.com






Exhibit 10.5 

Senior Secured Redeemable Debenture

 Original Issue Date as of: December 29, 2011 

Maturity Date: December 29, 2012 

Amount: $1,000,000.00 

          This
Senior Secured Redeemable Debenture (the “Debenture”) is issued as
of December 29, 2011 (the “Closing Date”) by American Natural
Energy Corporation, an Oklahoma corporation (the “Company”), to
TCA Global Credit Master Fund LP, a Cayman Islands limited partnership (together
with its permitted successors and assigns, the “Holder”) pursuant
to exemptions from registration under the Securities Act of 1933, as amended.


ARTICLE I. 

          Section
1.01 Principal and Interest. For value received, the Company
hereby promises to pay to the order of the Holder, by no later than December 29,
2012 (the “Maturity Date”), in immediately
available and lawful money of the United States of America, One Million and
No/100 Dollars ($1,000,000.00), together with interest on the outstanding
principal amount under this Debenture, at the rate of five percent (5%) per
annum simple interest (the “Interest Rate”)
from the date of the original issue of this Debenture until paid, as more
specifically provided below. 

          Section
1.02 Optional Redemption. The Company, at its option, shall have
the right to redeem this Debenture in full and for cash, at any time prior to
the Maturity Date, with three (3) business days advance written notice (the
“Redemption Notice”) to the Holder. The amount required to redeem
this Debenture in full pursuant to this Section 1.02 shall be equal to: (i) the
aggregate principal amount then outstanding under this Debenture; plus (ii) all
accrued and unpaid interest due under this Debenture as of the redemption date;
plus (iii) all other costs, fees and charges due and payable hereunder or under
any other “Transaction Documents” (as hereinafter defined); plus (iv) a
redemption premium equal to the then outstanding principal amount due under this
Debenture multiplied by seven percent (7%) (collectively, the “Redemption
Amount”). The Company shall deliver the Redemption Amount to the Holder
on the third (3rd) business day after the date of the Redemption
Notice. 

          Section
1.03 Mandatory Redemption. On the Maturity Date, the Company shall
redeem this Debenture for the Redemption Amount, which Redemption Amount shall
be due and payable to the Holder by no later than 2:00 P.M., EST, on the
Maturity Date. 

          Section
1.04 Payments.

                         (1)
Payments On the Closing Date. On the Closing Date, Holder shall deduct
the first monthly payment of principal, interest and redemption premium due
under this Debenture from the proceeds due to the Company from the purchase of
this Debenture. 

                         (2)
Monthly Payments. The Company shall make monthly payments of principal,
interest and the corresponding amount of redemption premium to the Holder,
commencing on the first (1st) day of February, 2012 and on the first
(1st) day of each consecutive calendar month thereafter until the
Maturity Date, based on the amortization schedule attached hereto as
Exhibit “A”.

A-1 




                    (3)
Interest Calculations. Interest shall be calculated on the basis of a
360-day year, consisting of twelve (12), thirty (30) calendar day periods, and
shall accrue daily on the outstanding principal amount outstanding from time to
time, commencing on the Closing Date until payment in full of the outstanding
principal, together with all accrued and unpaid interest and other amounts which
may become due hereunder, has been made.

                    (4)
Late Fee. If all or any portion of the payments of principal, interest or
other charges due hereunder are not received by the Holder within five (5) days
of the date such payment is due, then the Company shall pay to the Holder a late
charge (in addition to any other remedies that Holder may have) equal to five
percent (5%) of each such unpaid payment or sum. Any payments returned to Holder
for any reason must be covered by wire transfer of immediately available funds
to an account designated by Holder, plus a $100.00 administrative fee charge.
Holder shall have no responsibility or liability for payments purportedly made
hereunder but not actually received by Holder; and the Company shall not be
discharged from the obligation to make such payments due to loss of same in the
mails or due to any other excuse or justification ultimately involving facts
where such payments were not actually received by Holder. 

          Section
1.05 Manner of Payments. All sums payable to the order of Holder
hereunder shall be payable in lawful dollars of the United States of America at
the office address of Holder set forth in the heading hereof, or at such place
as Holder, from time to time, may designate in writing, provided, however, that
any payments due hereunder in connection with a redemption under Section 1.02 or
1.03 above, shall be due and payable by wire transfer of immediately available
US funds to an account designated by Holder.

ARTICLE II. 

          Section
2.01 Secured Nature of Debenture. This Debenture is being issued
in connection with a Securities Purchase Agreement dated of even date herewith
by and between the Company and the Holder (the “SPA”). The
indebtedness evidenced by this Debenture is also secured by all of the assets
and property of the Company pursuant to that certain Security Agreement by and
between the Company and Holder made of even date herewith (the
“Security Agreement”). The SPA, this
Debenture, the Security Agreement, and all other documents and instruments
heretofore or hereafter executed in connection with the SPA or the indebtedness
evidenced by this Debenture, and all modifications, extensions, future advances,
and renewals thereof, and any substitutions therefor, being herein collectively
referred as the “Transaction Documents.” All
of the agreements, conditions, covenants, provisions, representations,
warranties and stipulations contained in any of the Transaction Documents which
are to be kept and performed by the Company are hereby made a part of this
Debenture to the same extent and with the same force and effect as if they were
fully set forth herein, and the Company covenants and agrees to keep and perform
them, or cause them to be kept or performed, strictly in accordance with their
terms. 

2 




ARTICLE III. 

          Section
3.01 Events of Default. The occurrence of any of the following
events shall constitute an “Event of Default” hereunder: (i) the
Company shall fail to pay any installment of interest, principal or other
charges due under this Debenture when any such payment shall be due and payable;
(ii) the Company makes an assignment for the benefit of creditors; (iii) any
order or decree is rendered by a court which appoints or requires the
appointment of a receiver, liquidator or trustee for the Company, and the order
or decree is not vacated within thirty (30) days from the date of entry thereof;
(iv) any order or decree is rendered by a court adjudicating the Company
insolvent, and the order or decree is not vacated within thirty (30) days from
the date of entry thereof; (v) the Company files a petition in bankruptcy under
the provisions of any bankruptcy law or any insolvency act; (vi) the Company
admits, in writing, its inability to pay its debts as they become due; (vii) a
proceeding or petition in bankruptcy is filed against the Company and such
proceeding or petition is not dismissed within thirty (30) days from the date it
is filed; (viii) the Company files a petition or answer seeking reorganization
or arrangement under the bankruptcy laws or any law or statute of the United
States or any other foreign country or state; or (ix) the Company shall fail to
perform, comply with or abide by any of the stipulations, agreements, conditions
and/or covenants contained in this Debenture or any of the other Transaction
Documents on the part of the Company to be performed complied with or abided
by.

          Section
3.02 Remedies. Upon the occurrence of an Event of Default, the
interest on this Debenture shall immediately accrue at an Interest Rate equal to
the maximum rate permitted by applicable law, and, in addition to all other
rights or remedies the Holder may have, at law or in equity, the Holder may, in
its sole discretion, accelerate full repayment of all principal amounts
outstanding hereunder, together with accrued interest thereon, together with all
redemption premiums due hereunder, together with all attorneys’ fees,
paralegals’ fees and costs and expenses incurred by the Holder in collecting or
enforcing payment hereof (whether such fees, costs or expenses are incurred in
negotiations, all trial and appellate levels, administrative proceedings,
bankruptcy proceedings or otherwise), and together with all other sums due by
the Company hereunder and under the Transaction Documents, all without any
relief whatsoever from any valuation or appraisement laws, and payment thereof
may be enforced and recovered in whole or in part at any time by one or more of
the remedies provided to the Holder at law, in equity, or under this Debenture
or any of the other Transaction Documents. In connection with the Holder’s
rights hereunder upon an Event of Default, the Holder need not provide, and the
Company hereby waives, any presentment, demand, protest or other notice of any
kind, and the Holder may immediately enforce any and all of its rights and
remedies hereunder and all other remedies available to it in equity or under
applicable law. 

ARTICLE IV. 

          Section
4.01 Ususry Savings Clause. Notwithstanding any provision in this
Debenture or the other Transaction Documents, the total liability for payments
of interest and payments in the nature of interest, including, without
limitation, all charges, fees, exactions, or other sums which may at any time be
deemed to be interest, shall not exceed the limit imposed by the usury laws of
the jurisdiction governing this Debenture or any other applicable law. In the
event the total liability of payments of interest and payments in the nature of
interest, including, without limitation, all charges, fees, exactions or other sums which
may at any time be deemed to be interest, shall, for any reason whatsoever,
result in an effective rate of interest, which for any month or other interest
payment period exceeds the limit imposed by the usury laws of the jurisdiction
governing this Debenture, all sums in excess of those lawfully collectible as
interest for the period in question shall, without further agreement or notice
by, between, or to any party hereto, be applied to the reduction of the
outstanding principal balance due hereunder immediately upon receipt of such
sums by the Holder hereof, with the same force and effect as though the Company
had specifically designated such excess sums to be so applied to the reduction
of the principal balance then outstanding, and the Holder hereof had agreed to
accept such sums as a penalty-free payment of principal; provided, however, that
the Holder may, at any time and from time to time, elect, by notice in writing
to the Company, to waive, reduce, or limit the collection of any sums in excess
of those lawfully collectible as interest, rather than accept such sums as a
prepayment of the principal balance then outstanding. It is the intention of the
parties that the Company does not intend or expect to pay, nor does the Holder
intend or expect to charge or collect any interest under this Debenture greater
than the highest non-usurious rate of interest which may be charged under
applicable law. 

3 




ARTICLE V. 

          Section
5.01 No Exemption. The Company hereby waives and releases all
benefit that might accrue to the Company by virtue of any present or future laws
exempting any property that may serve as security for this Debenture, or any
other property, real or personal, or any part of the proceeds arising from any
sale of any such property, from attachment, levy, or sale under execution,
exemption from civil process, or extension of time for payment; and the Company
agrees that any property that may be levied upon pursuant to a judgment obtained
by virtue hereof, on any writ of execution issued thereon, may be sold upon any
such writ in whole or in part in any order or manner desired by Holder. 

          Section
5.02 Exercise of Remedies. The remedies of the Holder as provided
herein and in any of the other Transaction Documents shall be cumulative and
concurrent and may be pursued singly, successively or together, at the sole
discretion of the Holder, and may be exercised as often as occasion therefor
shall occur; and the failure to exercise any such right or remedy shall in no
event be construed as a waiver or release thereof. 

          Section
5.03 Waivers. The Company and all others who are, or may become
liable for the payment hereof: (i) severally waive presentment for payment,
demand, notice of nonpayment or dishonor, protest and notice of protest of this
Debenture or any other Transaction Documents, and all other notices in
connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Debenture and the other Transaction Documents; (ii)
expressly consent to all extensions of time, renewals or postponements of time
of payment of this Debenture and any other Transaction Documents from time to
time prior to or after the maturity of this Debenture without notice, consent or
further consideration to any of the foregoing; (iii) expressly agree that the
Holder shall not be required first to institute any suit, or to exhaust its
remedies against the Company or any other person or party to become liable
hereunder or against any collateral that may secure this Debenture in order to
enforce the payment of this Debenture; and (iv) expressly agree that,
notwithstanding the occurrence of any of the foregoing (except the express written release by the Holder of any such person), the
undersigned shall be and remain, directly and primarily liable for all sums due
under this Debenture. 

4 




          Section
5.04 No Waiver. Holder shall not be deemed, by any act of omission
or commission, to have waived any of its rights or remedies hereunder unless
such waiver is in writing and signed by Holder, and then only to the extent
specifically set forth in the writing. A waiver on one event shall not be
construed as continuing or as a bar to or waiver of any right or remedy to a
subsequent event. 

ARTICLE VI. 

          Section
6.01 Notice. Any notices, consents, waivers, or other
communications required or permitted to be given under the terms of this
Debenture must be in writing and in each case properly addressed to the party to
receive the same in accordance with the information below, and will be deemed to
have been delivered: (i) if mailed by certified mail, return receipt requested,
postage prepaid and properly addressed to the address below, then three (3)
business days after deposit of same in a regularly maintained U.S. Mail
receptacle; or (ii) if mailed by Federal Express, UPS or other nationally
recognized overnight courier service, next business morning delivery, then one
(1) business day after deposit of same in a regularly maintained receptacle of
such overnight courier; or (iii) if hand delivered, then upon hand delivery
thereof to the address indicated on or prior to 5:00 p.m., EST, on a business
day. Any notice hand delivered after 5:00 p.m., EST, shall be deemed delivered
on the following business day. Notwithstanding the foregoing, notice, consents,
waivers or other communications referred to in this Debenture may be sent by
facsimile, e-mail, or other method of delivery, but shall be deemed to have been
delivered only when the sending party has confirmed (by reply e-mail or some
other form of written confirmation) that the notice has been received by the
other party. The addresses and facsimile numbers for such communications shall
be as set forth below, unless such address or information is changed by a notice
conforming to the requirements hereof.

	 	If to the Company: 	American Natural Energy Corporation 
	 	  	6100 South Yale Ave., Suite 300 
	 	  	Tulsa, Oklahoma 74136 
	 	  	Attn: Mr. Michael Paulk, CEO 
	 	  	Telephone: (918) 481-1440 
	 	  	Facsimile: (918) 481-1473 
	 	  	E-Mail: Mike@annrg.com
      and Steve@annrg.com 
	 	  	  
	 	With a copy to: 	Ira “Buddy” Edwards 
	 	  	Riggs, Abney, Neal, Turpen, Orbison & Lewis
    
	 	  	502 West Sixth Street 
	 	  	Tulsa, Oklahoma 74119-1010 
	 	  	Telephone: 918-699-8979 
	 	  	Fax: 918-587-9708 
	 	  	E-Mail: bedwards@riggsabney.com 
	 	  	  
	 	If to the Holder: 	TCA Global Credit Master Fund, LP 
	 	  	1404 Rodman Street 


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	 	  	Hollywood, FL 33020 
	 	  	Attn: Mr. Robert Press 
	 	  	Telephone: (786) 323-1650 
	 	  	Facsimile: (786) 323-1651 
	 	  	E-Mail: bpress@trafcap.com 
	 	  	  
	 	With a copy to: 	David Kahan, P.A. 
	 	  	3125 W. Commercial Blvd., Suite 100 
	 	  	Ft, Lauderdale, FL 33309 
	 	  	Attn: David Kahan, Esq. 
	 	  	Telephone: (954) 548-3930 
	 	  	Facsimile: (954) 548-3910 
	 	  	E-Mail: david@dkpalaw.com 


          Section
6.02 Governing Law. This Debenture shall be deemed to be
made under and shall be construed in accordance with the laws of the State of
Florida without giving effect to the principals of conflict of laws thereof.
Each of the parties consents to the jurisdiction of the U.S. District Court
sitting in the Southern District of the State of Florida or the state courts of
the State of Florida sitting in Broward County, Florida in connection with any
dispute arising under this Debenture and hereby waives, to the maximum extent
permitted by law, any objection, including any objection based on forum
non conveniens to the bringing of any such proceeding in such
jurisdictions. 

          Section
6.03 Severability. In the event any one or more of the
provisions of this Debenture shall for any reason be held to be invalid,
illegal, or unenforceable, in whole or in part, in any respect, or in the event
that any one or more of the provisions of this Debenture operates or would
prospectively operate to invalidate this Debenture, then and in any of those
events, only such provision or provisions shall be deemed null and void and
shall not affect any other provision of this Debenture. The remaining provisions
of this Debenture shall remain operative and in full force and effect and shall
in no way be affected, prejudiced, or disturbed thereby. 

          Section
6.04 Entire Agreement and Amendments. This Debenture,
together with the other Transaction Documents, represents the entire agreement
between the parties hereto with respect to the subject matter hereof and
thereof, and there are no representations, warranties or commitments, except as
set forth herein and therein. This Debenture may be amended only by an
instrument in writing executed by the parties hereto. 

          Section
6.05 Binding Effect. This Debenture shall be binding upon the
Company and the successors and assigns of the Company and shall inure to the
benefit of the Holder and the successors and assigns of the Holder. 

          Section
6.06 Assignment. The Holder may from time to time sell or assign,
in whole or in part, or grant participations in, this Debenture and/or the
obligations evidenced hereby without the consent of the Company. The holder of
any such sale, assignment or participation, if the applicable agreement between
Holder and such holder so provides, shall be: (i) entitled to all of the rights,
obligations and benefits of Holder (to the extent of such holder’s interest or participation); and (ii) deemed to hold and may exercise the
rights of setoff or banker’s lien with respect to any and all obligations of
such holder to the Company (to the extent of such holder’s interest or
participation), in each case as fully as though the Company was directly
indebted to such holder. Holder may in its discretion give notice to the Company
of such sale, assignment or participation; however, the failure to give such
notice shall not affect any of Holder’s or such holder’s rights hereunder.


6 




          Section
6.07 Lost or Mutilated Debenture. If this Debenture shall be
mutilated, lost, stolen or destroyed, the Company shall execute and deliver, in
exchange and substitution for and upon cancellation of a mutilated Debenture, or
in lieu of or in substitution for a lost, stolen or destroyed Debenture, a new
Debenture for the principal amount of this Debenture so mutilated, lost, stolen
or destroyed, but only upon receipt of evidence of such loss, theft or
destruction of such Debenture, and of the ownership hereof, reasonably
satisfactory to the Company. 

          Section
6.08 Waiver of Jury Trail. THE COMPANY HEREBY KNOWINGLY,
VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY
WITH RESPECT TO ANY LITIGATION BASED ON THIS DEBENTURE, OR ARISING OUT OF, UNDER
OR IN CONNECTION WITH, THIS DEBENTURE OR ANY OTHER TRANSACTION DOCUMENTS, OR ANY
COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR
ACTIONS OF OR BETWEEN ANY PARTY HERETO, AND THE COMPANY AGREES AND CONSENTS TO
THE GRANTING TO HOLDER OF RELIEF FROM ANY STAY ORDER WHICH MIGHT BE ENTERED BY
ANY COURT AGAINST HOLDER AND TO ASSIST HOLDER IN OBTAINING SUCH RELIEF. THIS
PROVISION IS A MATERIAL INDUCEMENT FOR HOLDER ACCEPTING THIS DEBENTURE FROM THE
COMPANY. THE COMPANY’S REASONABLE RELIANCE UPON SUCH INDUCEMENT IS HEREBY
ACKNOWLEDGED. 

[Signatures on the following page] 

7 




          IN
WITNESS WHEREOF, with the intent to be legally bound hereby, the Company as
executed this Debenture as of the date first written above. 

AMERICAN NATURAL ENERGY
CORPORATION 

By: /s/ Michael Paulk 
Name:
Michael Paulk 
Title: President 


Signature page – Debenture 

8 




Exhibit “A” 

Schedule of Payments 


	  	Payment 	Interest 	Prin. 	Redemption 	Prem. 	  	Balance 	Principal 
	  	No. 	Payment 	Payment 	prem.% 	Payable 	Total Payable  	Outstanding 	&Interest  
	12/29/2011 	  	  	  	  	  	(1,000,000.00) 	1,000,000.00 	  
	  	  	  	  	  	  	  	  	
	2/1/2012 	1 	4,166.67 	83,333.33 	10% 	8,333.33 	95,833.33 	916,666.67 	87,500.00 
	  	  	  	  	  	  	  	  	
	3/1/2012 	2 	3,819.44 	83,333.33 	10% 	8,333.33 	95,486.11 	833,333.33 	87,152.78 
	  	  	  	  	  	  	  	  	
	4/1/2012 	3 	3,472.22 	83,333.33 	10% 	8,333.33 	95,138.89 	750,000.00 	86,805.56 
	  	  	  	  	  	  	  	  	
	5/1/2012 	4 	3,125.00 	83,333.33 	10% 	8,333.33 	94,791.67 	666,666.67 	86,458.33 
	  	  	  	  	  	  	  	  	
	6/1/2012 	5 	2,777.78 	83,333.33 	10% 	8,333.33 	94,444.44 	583,333.33 	86,111.11 
	  	  	  	  	  	  	  	  	
	7/1/2012 	6 	2,430.56 	83,333.33 	10% 	8,333.33 	94,097.22 	500,000.00 	85,763.89 
	  	  	  	  	  	  	  	  	
	8/1/2012 	7 	2,083.33 	83,333.33 	10% 	8,333.33 	93,750.00 	416,666.67 	85,416.67 
	  	  	  	  	  	  	  	  	
	9/1/2012 	8 	1,736.11 	83,333.33 	10% 	8,333.33 	93,402.78 	333,333.33 	85,069.44 
	  	  	  	  	  	  	  	  	
	10/1/2012 	9 	1,388.89 	83,333.33 	10% 	8,333.33 	93,055.56 	250,000.00 	84,722.22 
	  	  	  	  	  	  	  	  	
	11/1/2012 	10 	1,041.67 	83,333.33 	10% 	8,333.33 	92,708.33 	166,666.67 	84,375.00 
	  	  	  	  	  	  	  	  	
	12/1/2012 	11 	694.44 	83,333.33 	10% 	8,333.33 	92,361.11 	83,333.33 	84,027.78 
	  	  	  	  	  	  	  	  	
	12/29/2012 	12 	347.22 	83,333.33 	10% 	8,333.33 	92,013.89 	- 	83,680.56




9