Exhibit 10.25

 

PROMISSORY NOTE ADDENDUM

 

The Promissory Note dated October 1, 2011 in the amount of $5,829,017 (the “Note”) from Twin Cities Power, L.L.C. and its affiliates identified on the signature page to the Note (collectively “Maker”), to Robert O. Schachter, Clearwater Capital, LLC and HTS Capital, LLC (collectively “Holder”), shall be amended as follows pursuant to the Order of Sam Hanson, Arbitrator, dated February 20, 2012:

 

1.             Paragraph 1 of the Note shall be amended to provide that the Note shall mature on October 1, 2013. Maker shall make a balloon payment to Holder on October 1, 2013 to pay-off the Note in full on or before October 1, 2013. The balloon payment shall consist of the total of the quarterly payments for the period October 1, 2013 to October 1, 2014.

 

2.             Paragraph 2 shall be amended to include the following additional covenants:

 

(g)           If Cygnus Energy Futures LLC (“Cygnus”) enters into that certain Futures Risk-Based Margin Finance Agreement, dated as of January 2, 2012, between Cygnus, ABN AMRO Clearing Bank N.V. (“AMRO Bank”), and ABN AMRO Clearing Chicago LLC (“AMRO Clearing”) (the “AMRO Finance Agreement”), and related agreements submitted to Holder under cover of letter from Maker’s counsel, dated January 10, 2012, and supplemented by a disclosure by Maker’s counsel by email on February 18, 2012 (collectively, the “Margin Line”), Cygnus may draw not more than a total of $7,000,000 pursuant to Margin Line until the Note is paid in full. Cygnus will provide the draw balance on the margin line as of quarter end to Holder at the same time it provides Holder a copy of its consolidated financial statements pursuant to paragraph 2(a) of the Note.

 

(h)           If Cygnus enters into the Margin Line, Cygnus may withdraw funds currently on deposit in its AMRO Clearing account (the “Cygnus brokerage account”) so long as it maintains a balance in the Cygnus brokerage account of not less than $3,000,000 (the amounts so withdrawn are referred to herein as the “Withdrawn Funds”). Maker shall retain as capital all Withdrawn Funds until the Note is paid in full. Also until the Note is paid in full, Maker shall not distribute to its Member Owners, directly or indirectly, through an affiliate or otherwise (whether denominated as compensation, bonuses, loans, redemptions, distributions, or otherwise) any of the Withdrawn Funds. Maker shall maintain a separate accounting with respect to the withdrawal and use of the Withdrawn Funds, and provide that accounting to Holder on a quarterly basis at the same time it provides Holder a copy of its consolidated financial statements pursuant to paragraph 2(a) of the Note. To the extent the balance in the Cygnus brokerage account increases as a result of future trading profits generated through the use of such account, nothing contained herein shall prevent Maker from withdrawing such profits from the Cygnus brokerage account, to the extent permitted by the Margin Line.

 

EXHIBIT A

 











 

	
TWIN   CITIES POWER, L.L.C.
    	
 
    	
SUMMIT   ENERGY, L.L.C.
    
	
 
    	
 
    	
 
    
	
By   
    	
/s/   Timothy Krieger
    	
 
    	
By   
    	
/s/   Timothy Krieger
    
	
 
    	
Its   
    	
CEO
    	
 
    	
 
    	
Its   
    	
CEO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CYGNUS   PARTNERS, L.L.C.
    	
 
    	
TWIN   CITIES POWER - CANADA, ULC
    
	
 
    	
 
    	
 
    
	
By   
    	
/s/   Timothy Krieger
    	
 
    	
By   
    	
/s/   Timothy Krieger
    
	
 
    	
Its   
    	
CEO
    	
 
    	
 
    	
Its   
    	
CEO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CYGNUS   ENERGY FUTURES, L.L.C.
    	
 
    	
TWIN   CITIES POWER HOLDINGS, L.L.C.
    
	
 
    	
 
    	
 
    
	
By   
    	
/s/   Timothy Krieger
    	
 
    	
By   
    	
/s/   Timothy Krieger
    
	
 
    	
Its   
    	
CEO
    	
 
    	
 
    	
Its   
    	
CEO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CYGNUS   ENERGY PARTNERS, L.L.C.
    	
 
    	
TWIN   CITIES POWER SERVICES, L.L.C.
    
	
 
    	
 
    	
 
    
	
By   
    	
/s/   Timothy Krieger
    	
 
    	
By   
    	
/s/   Timothy Krieger
    
	
 
    	
Its   
    	
CEO
    	
 
    	
 
    	
Its   
    	
CEO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
TWIN   CITIES ENERGY, L.L.C.
    	
 
    	
TC   ENERGY TRADING, L.L.C.
    
	
 
    	
 
    	
 
    
	
By   
    	
/s/   Timothy Krieger
    	
 
    	
By   
    	
/s/   Timothy Krieger
    
	
 
    	
Its   
    	
CEO
    	
 
    	
 
    	
Its   
    	
CEO
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
CHESAPEAKE   TRADING GROUP, L.L.C
    	
 
    	
VISION   CONSULTING, L.L.C.
    
	
 
    	
 
    	
 
    
	
By   
    	
/s/   Timothy Krieger
    	
 
    	
By   
    	
/s/   Timothy Krieger
    
	
 
    	
Its   
    	
CEO
    	
 
    	
 
    	
Its   
    	
CEO