Blueprint





 











 Exhibit 10.4



 



SIXTH AMENDMENT TO PROMISSORY NOTE


 


This SIXTH AMENDMENT TO PROMISSORY
NOTE (the
“Amendment”)
by and between Lazarus Energy, LLC, a Delaware limited liability
company (“Maker”),
and John H. Kissick (“Payee”)
is made effective as of September 18, 2017 (the
“Effective
Date”). The Maker and the
Payee shall be referenced individually as a
“Party”
and collectively as “Parties”.


 


WHEREAS, the Maker and the Payee are Parties to that
certain Promissory Note dated June 1, 2006 (as amended, restated,
supplemented or otherwise modified from time to time in accordance
with its provisions, the “Note”),
to which reference is hereby made for all purposes;
and


 


WHEREAS, pursuant to the terms of that certain Debt
Assumption Agreement dated as of the Effective Date among Lazarus
Energy Holdings, LLC, the Maker and the Payee, the Parties desire
to amend the Note as set forth herein.


 


NOW, THEREFORE,
in consideration of the premises and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the Parties agree as
follows:


 



1.           

Definitions.
Capitalized terms used and not defined
in this Amendment shall have the respective meanings given them in
the Note.






 



2.          

Amendments to the
Note. The Note is hereby
amended as follows:






 



(a)             

The Principal Amount of the Note is hereby
increased, effective as of the Effective Date, by $3,677,953
(such amount, the “Additional
Principal Amount”).






 



(b)             

Notwithstanding
anything in the Note to the contrary, interest on the Additional
Principal Amount shall begin to accrue on the Effective
Date.






 



3.          

Accrued and Unpaid
Interest. The Payee and the
Maker hereby acknowledge and agree that (a) the outstanding
Principal Amount of the Note as of the Effective Date, including
the Additional Principal Amount, is $4,964,141, and (b) the accrued
and unpaid interest on the Note as of the Effective Date is
$1,829,867.






 



4.          

Limited Effect.
Except as expressly provided hereby,
all of the terms and provisions of the Note and the Deed of Trust
are and shall remain in full force and effect and are hereby
ratified and confirmed by the Maker. The amendments contained
herein shall not be construed as a waiver or amendment of any other
provision of the Note or Deed of Trust or for any purpose except as
expressly set forth herein or a consent to any further or future
action on the part of the Maker that would require the waiver or
consent of the Payee.






 



5.          

Successors and
Assigns. This Amendment shall
inure to the benefit of and be binding upon the Payee and the Maker
and each of their respective successors and
assigns.






 


 




 

1








 






 

 


Counterparts.
This Amendment may be executed in any
number of counterparts, all of which shall constitute one and the
same agreement, and any Party hereto may execute this Amendment by
signing and delivering one or more counterparts. Delivery of an
executed counterpart of this Amendment electronically or by
facsimile shall he effective as delivery of an original executed
counterpart of this Amendment.


 



[Remainder of page intentionally left blank; signature page to
follow]




 

2








 






IN WITNESS WHEREOF,
the Parties hereto have executed this Amendment
effective as of the Effective Date.

 







	

 

	
Lazarus
Energy, LLC, as Maker

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/
JONATHAN
P. CARROLL

	

 


	

 

	

 

	
Name:
Jonathan
P. Carroll

	

 


	

 

	

 

	

Title:
President

	

 







 

 

 


	

 

	
John
H. Kissick, as Payee

	

 


	

 

	

 

	

 

	

 


	
 

	
By:  

	
/s/
JOHN
H. KISSICK

	

 


	

 

	

 

	
Name:
John H. Kissick

	

 


	

 

	

 

	

 

	

 












 

 





Signature Page to Sixth Amendment to Promissory Note