EX-10.23






THIRD AMENDMENT TO LOAN AGREEMENT




THIS THIRD AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of the 17th day
of March 2009, but effective as of February 15, 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, and as further modified and amended by that certain
Second Amendment to Loan Agreement dated as of January 2, 2009 (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 The Existing Loan Agreement amended and superseded previously existing loan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, and as further modified
and amendment by that certain Second Modification and Amendment of Term Note, dated as of
January 2, 2009, 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 February 15, 2009 (the
“Maturity Date”). The current principal balance outstanding under the Note is One Million
Thirty-One Thousand Three Hundred Ten and Ninety-Five/100 Dollars ($1,031,310.95)






	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 February
15, 2009 to May 1, 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

	 	

	 	 	 

	 	








The principal balance of this Note shall be payable in monthly installments of
outstanding principal and interest in the amount of Eighteen Thousand and No/100
Dollars ($18,000.00) each, all of which will be due and payable on or before the
first day of each and every month until all sums called for hereunder have been paid
in full, beginning on March 1, 2009, said installments to be made until the final
date of maturity, May 1, 2009, at which point all of the outstanding principal and
accrued interest will be due and payable in full.



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.}










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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





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