EX-10.22






SECOND AMENDMENT TO LOAN AGREEMENT




THIS SECOND AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the
2nd day of January 2009, by and among PERMIAN LEGEND PETROLEUM, LP, a Texas limited
partnership, whose address 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (the
“Borrower”); PERMIAN LEGEND, LLC, a Texas limited liability company, whose address is also 3327
West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707 (“Permian LLC”); LISA P. HAMILTON, an
individual, whose address is 3327 West Wadley Avenue, Suite 3, No. 267, Midland, Texas 79707
(“Hamilton”); RONNIE L. STEINOCHER, also an individual, whose address is 2100 West Wadley Avenue,
No. 21, Midland, Texas 79701 (“Steinocher”); and AMERICAN STATE BANK, a Texas banking association,
whose address is 620 North Grant, Odessa, Texas 79764-4797 (alternatively, the “Bank” or the
“Lender”). Permian LLC, Hamilton, and Steinocher are collectively referred to herein as the
“Guarantors”.



NOTICE IS TAKEN OF THE FOLLOWING:




	A.	 	Borrower, Guarantors, and 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 so amended, the “Existing Loan Agreement”). The
Existing Loan Agreement amended and superseded previously existing loan agreements by and
among the same parties.






	B.	 	The Existing Loan Agreement provides for a term loan in the amount of One Million Six Hundred
and Seventy-Five Thousand and No/100 Dollars ($1,675,000.00)(the “Loan”). The Loan is
evidenced by a Term Note, 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, in the original
principal amount of One Million Six Hundred and Seventy-Five Thousand and No/100 Dollars
($1,675,000.00), executed by the Borrower in favor of the Lender (as so modified, the “Note”).
As amended, the Note matures on December 31, 2008 (the “Maturity Date”). The current
principal balance outstanding under the Note is One Million Twenty-One Thousand Six Hundred
Eighty-Eight and 20/100 Dollars ($1,021,688.20)






	C.	 	The Note is collateralized by Deeds of Trust covering oil and gas properties owned by the
Borrower in Haskell, Jones, Nolan, Reagan, Runnels, and Taylor Counties, in the State of Texas
(as modified or amended, collectively, the “Deeds of Trust”). In addition, Borrower’s
performance under the Note is collateralized by Guaranty Agreements, under which each
Guarantor agrees to guaranty the Borrower’s indebtedness evidenced by the Note (collectively,
the “Guaranty Agreements”).






	D.	 	The Borrower and Guarantors have now asked the Bank to extend the Maturity Date from December
31, 2008 to February 15, 2009 (the “Extended Maturity Date”). The Bank has agreed to this
extension, subject to the satisfaction of the terms and conditions stated in this Amendment.






	E.	 	The Borrower, the Guarantors, and the Lender have agreed to execute this Amendment in order
to recognize the extension of the Maturity Date to the Extended Maturity Date.





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 Loan Agreement as follows:




	1.	 	Definitions.






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



2. Amendments.



	 	 	 	 	 
	A.
	 	The definition of “Maturity Dates” found in the Existing Loan Agreement is

	 	hereby amended to refer to the Extended Maturity

Date.
	B.
	 	The term “Structure” is hereby amended by deleting it in its entirety and

	 	substituting the following:
	 	 	Structure

	 	

	 	 	 

	 	








Borrower will make a payment of principal under the Loan, in the amount of Ten Thousand
and No/100 Dollars ($10,000.00), plus accrued interest, on or before February 1, 2009. On
February 15, 2009, the date of final maturity hereunder, all of the outstanding principal
and accrued, unpaid interest due under the Loan will 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 Loan Agreement shall remain
unmodified, and the Existing Loan Agreement, as amended and supplemented by this
Amendment, is ratified and confirmed as being in full force and effect.






	 	B.	 	All references to the Existing Loan Agreement herein or in any other document
or instrument among Borrower, Guarantors, and Lender shall hereafter be construed to be
references to the Existing Loan Agreement, as modified by this Amendment (as so
modified, the “Loan Agreement”).






	 	C.	 	Borrower and Guarantors expressly acknowledge and agree that until such time as
they have tendered full and final payment of all fees and expenses (including
attorneys’ fees) incurred by the Bank down to the date of this Amendment, the extension
granted by the Bank under this Amendment shall be invalid and of no force and effect.






	4.	 	Guarantors. To evidence their continuing guaranty of the Borrower’s obligation under
the Loan, Guarantors have executed this Amendment.






	5.	 	Counterparts: This Amendment 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 Amendment, it shall not be necessary to produce or
account for more than one counterpart thereof signed by each of the parties hereto.






	6.	 	Notice of Final Agreement:





THIS WRITTEN AGREEMENT AND ANY OTHER INSTRUMENTS EXECUTED BY THE PARTIES
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.



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




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



BORROWER:



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

	GUARANTORS:
	 
	By:
	 	Permian Legend, LLC

General Partner

	By:
	 	      /s/ Lisa P. Hamilton—

	 	 	 

	 	 	Lisa P. Hamilton

Manager

	By:
	 	/s/ Ronnie L. Steinocher—

	 	 	 

	 	 	Ronnie L. Steinocher

Manager







/s/       Lisa P. Hamilton—

Lisa P. Hamilton, Individually



/s/       Ronnie L. Steinocher—



Ronnie L. Steinocher, Individually



LENDER:



AMERICAN STATE BANK



By:       /s/       Mike Marshall—

Mike Marshall

Executive Vice President