EX-10.33






SIXTH MODIFICATION AND AMENDMENT




OF




TERM NOTE




THIS SIXTH MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as of the
28th day of December 2009, effective as of December 15, 2009, by and between PERMIAN LEGEND
PETROLEUM LP, a Texas limited partnership, whose address is 3327 West Wadley Avenue, Suite 3, No.
267 (the “Maker”); and AMERICAN STATE BANK, a Texas banking association, whose address is 620 North
Grant, Odessa, Texas 79761-4797 (the “Bank”).




	A.	 	Maker, as Borrower; Permian Legend LLC, Lisa P. Hamilton, and Ronnie L. Steinocher, as
Guarantors (collectively, the “Guarantors”); and the Bank, as Lender, have previously entered
into that certain Loan Agreement, dated as of August 1, 2008; as modified and amended by that
certain First Amendment to Loan Agreement, dated as of October 15, 2008; as further amended by
that certain Second Amendment to Loan Agreement, dated January 2, 2009; as further amended by
that certain Third Amendment to Loan Agreement, dated as of March 17, 2009, effective as of
February 15, 2009; as further modified and amended under that certain Fourth Amendment to Loan
Agreement, dated as of May 15, 2009, to be effective for all purposes as of May 1, 2009; as
further modified and amended under that certain Fifth Amendment to Loan Agreement, dated as of
October 15, 2009, to be effective for all purposes as of July 15, 2009; and as further
modified and amended under that certain Sixth Amendment to Loan Agreement, dated as of
December 28, 2009, to be effective for all purposes as of December 15, 2009 (as so amended,
the “Existing Loan Agreement”).






	B.	 	Pursuant to the terms of the Existing Loan Agreement, the Bank advanced to the Maker a term
loan in the original principal amount of up to One Million Six Hundred Seventy-Five Thousand
and No/100 Dollars ($1,675,000.00) (the “Existing Term Loan”).






	C.	 	To evidence the Maker’s obligation under the Existing Loan, the Maker executed in favor of
the Bank that certain Term Note, also dated as of August 1, 2008; as modified and amended by
that certain Modification and Amendment of Term Note, dated as of October 15, 2008; as further
amended by that certain Second Modification and Amendment of Term Note dated January 2, 2009;
as further modified and amended by that certain Third Modification and Amendment of Term Note,
dated as of March 17, 2009; effective as of February 15, 2009; as further modified and amended
by that certain Fourth Modification and Amendment of Term Note, dated as of May 15, 2009,
effective as of May 1, 2009; and as further modified and amended by that certain Fifth
Modification and Amendment of Term Note, dated as of October 15, 2009, effective as of July
15, 2009 (as so modified, the “Existing Note”). The current principal balance outstanding
under the Existing Note is Six Hundred Eighty-Three Thousand Seven Hundred Twenty and
Three/100 Dollars ($683,720.03).






	D.	 	Maker, the Guarantors, and the Bank have now entered into that certain Sixth Amendment to
Loan Agreement, dated as of December 28, 2009, but effective as of December 15, 2009 (the
“Sixth Amendment”). Pursuant to the terms of the Sixth Amendment, the parties to that
instrument have agreed to extend the maturity date of the Existing Note from December 15, 2009
(the “Existing Maturity Date”) to March 1, 2010 (the “Extended Maturity Date”).






	E.	 	The Maker and the Bank have now agreed to execute this Modification in order to evidence
their existing agreement regarding the amendments of the Existing Note.





NOW, THEREFORE, for and in consideration of the premises and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree to amend the
terms of the Existing Note as follows:




	1.	 	Definitions.






Unless otherwise specifically defined herein, all defined terms used in this Modification
shall have their respective meanings set forth in the Existing Note.



2. Amendments.




	 	A.	 	Paragraph 1 of the Existing Note is hereby amended by deleting it in its
entirety and substituting the following:






	 	1.	 	For value received, PERMIAN LEGEND PETROLEUM LP, a Texas
limited partnership (the “Maker”), promises to pay to the order of AMERICAN
STATE BANK, a state banking association (the “Bank”), at its offices at 620 N.
Grant Avenue, Odessa, Texas 79761, in lawful money of the United States of
America, the sum of SIX HUNDRED EIGHTY-THREE THOUSAND SEVEN HUNDRED TWENTY AND
THREE/100 DOLLARS ($683,720.03), together with interest on the principal amount
from time to time outstanding hereunder, from the date of disbursement of such
principal until maturity, at a variable rate of interest per annum (the
“Variable Rate") equal to the “American State Bank Base Rate”, as defined in
the Existing Note, plus two and one-half percentage points (2.5%), but in no
event to be less than six and one-half percentage points (6.5%), and in no
event to exceed the “Highest Lawful Rate”, as defined in the Existing Note,
with adjustments to the Variable Rate to be made on the same date as the
effective date of any change in the American State Bank Base Rate and
adjustments due to changes in the Highest Lawful Rate to be made on the
effective date of any change in the Highest Lawful Rate.






	 	B.	 	Paragraph 2 of the Existing Note is hereby amended by deleting it in its
entirety and substituting the following:






	 	2.	 	This Note is executed pursuant to the terms of that certain
Loan Agreement, dated as of August 1, 2008; as amended under that certain First
Amendment to Loan Agreement, dated as of October 15, 2008; as further modified
and amended under that certain Second Amendment to Loan Agreement, dated as of
January 2, 2009; as further modified and amended under that certain Third
Amendment to Loan Agreement, dated as of March 17, 2009; but effective February
15, 2009; as further modified and amended under that certain Fourth Amendment
to Loan Agreement, dated as of May 15, 2009, effective as of May 1, 2009; as
further modified and amended under that certain Fifth Amendment to Loan
Agreement, dated as of October 15, 2009, effective as of July 15, 2009; and as
further modified and amended under that certain Sixth Amendment to Loan
Agreement, dated as of December 28, 2009, but effective as of December 15,
2009, all by and among the Maker, the Guarantors, and the Bank (as so amended,
the “Loan Agreement”). In the event of a conflict between the terms of this
Note and the terms of the Loan Agreement, the terms of the Loan Agreement shall
be deemed to be controlling. Capitalized terms not otherwise defined herein
are defined in the Loan Agreement.






	 	C.	 	Paragraph 7 of the Existing Note is hereby amended by deleting it in its
entirety and substituting the following:






	 	7.	 	Interest, computed on the unpaid principal balance of this Note
shall be due and payable as it accrues monthly, commencing on January 15, 2010,
and thereafter on the fifteenth day of each and every succeeding month during
the term hereof, until maturity, March 1, 2010, when the entire amount of this
Note, principal and accrued, unpaid interest, shall be due and payable.





3. Effectiveness:




	 	A.	 	Except to the extent specifically amended and supplemented hereby, all of the
terms, conditions and provisions of the Existing Note shall remain unmodified, and the
Existing Note, as amended and supplemented by this Modification is confirmed as being
in full force and effect.






	 	B.	 	All references to the Existing Note herein or in any other document or
instrument between Maker and Bank shall hereinafter be construed to be references to
the Existing Note, as modified by this Modification (as so modified, the “Note”).





4. Counterparts:




This Modification may be executed in any number of counterparts, each of which when executed
and delivered shall be deemed an original, but all of which constitute one instrument. In
making proof of this Modification, it shall not be necessary to produce or account for more
than one counterpart thereof signed by each of the parties hereto.



5. Notice of Final Agreement:



THIS SIXTH MODIFICATION AND AMENDMENT OF TERM NOTE, THE SIXTH AMENDMENT, AND THOSE
INSTRUMENTS EXECUTED CONTEMPORANEOUSLY HEREWITH REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.



IN WITNESS WHEREOF, the parties hereto have executed this Modification as of the date and year
first above written.



{The remainder of this page is intentionally left blank. Signature page follows.}





1






MAKER:



PERMIAN LEGEND PETROLEUM LP,



A Texas Limited Partnership



	 
	By:Permian Legend LLC

General Partner

	By:       /s/ Lisa P. Hamilton—

	 

	Lisa P. Hamilton

Manager

	By:       /s/ Ronnie L. Steinocher—

	 

	Ronnie L. Steinocher

Manager

	BANK:

	 







AMERICAN STATE BANK



By:       /s/       Mike Marshall—

Mike Marshall

Executive Vice President




-I:\jhewett\1WESTERN\ARRINGTON\OCTOBER 2008 EXTENSION\MOD RLOC
NOTE.wpd-I:\jhewett\1WESTERN\ARRINGTON\OCTOBER 2008 EXTENSION\MOD RLOC NOTE.wpd




2