EX-10.29






SECOND MODIFICATION AND AMENDMENT




OF




TERM NOTE




THIS SECOND MODIFICATION AND AMENDMENT OF TERM NOTE (this “Modification”) is entered into as
of the 2nd day of January 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
79764-4797 (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 so amended, the
“Existing Loan Agreement”).






	B.	 	Pursuant to the terms of the Existing Loan Agreement, the Bank has advanced to the Maker a
term loan in the original principal amount of up to One Million Six Hundred Forty-Six Thousand
Three Hundred and No/100 Dollars ($1,646,300.00)(the “Loan”). To evidence the Maker’s
obligation under the Loan, the Maker has 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, in the original face amount of One
Million Six Hundred Forty-Six Thousand Three Hundred and No/100 Dollars ($1,646,300.00) (as so
amended, the “Original Note”). The current principal balance outstanding under the Original
Note is One Million Twenty-One Thousand Six Hundred Eighty-Eight and Twenty/100 Dollars
($1,021,688.20)






	C.	 	Maker, the Guarantors, and the Bank have now entered into that certain Second Amendment to
Loan Agreement, dated as of January 2, 2009, (the “Second Amendment”). Pursuant to the terms
of the Second Amendment, the parties to that instrument have agreed to extend the maturity
date of the Original Note from December 31, 2008 (the “Existing Maturity Date”) to February
15, 2009 (the “Extended Maturity Date”).






	D.	 	The Maker and the Bank have now agreed to execute this Modification in order to evidence
their agreement to modify and amend the Existing 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 Original 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 Original Note.



2. Amendments.




	 	A.	 	Paragraph 2 of the Original 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, and as further
amended under that certain Second Amendment to Loan Agreement, dated as of
January 2, 2009, by and among the Maker, the Guarantors, and the Bank (as so
amended, the “Loan Agreement”).






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






	 	7.	 	The principal balance of this Note shall be due and payable in
one installment, in the amount of Ten Thousand and No/100 Dollars ($10,000.00),
with such payment to be tendered by the Maker to the Bank on or before February
1, 2009. In addition to the payments of principal due, interest, computed on
the unpaid principal balance of this Note shall be due and payable as it
accrues monthly, with the next payment date being February 1, 2009. Upon the
maturity of this Note, which shall occur on February 15, 2009, 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 Original Note shall remain unmodified, and the
Original Note, as amended and supplemented by this Modification, is confirmed as being
in full force and effect.






	 	B.	 	All references to the Original Note herein or in any other document or
instrument between Maker and Bank shall hereinafter be construed to be references to
the Original 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 MODIFICATION AND AMENDMENT OF TERM NOTE 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.



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




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



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




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