Exhibit 10.1


 


THIRD
AMENDED AND RESTATED PROMISSORY NOTE


 


	
  $5,000,000.00

  	
                          January 12
  ,2009

  



 


FOR VALUE RECEIVED, MESA
OFFSHORE TRUST, a trust formed under the laws of the State of Texas and having
an address at 919 Congress Avenue, Austin, Texas 78701, by and through JPMORGAN
CHASE BANK, N.A (as successor to Texas Commerce Bank National Association),
solely in its capacity as Trustee (in such capacity, the “Trustee”) for
MESA OFFSHORE TRUST (the “Borrower”) pursuant to the Royalty Trust
Indenture dated as of December 1, 1982 (the “Trust Indenture”), by
and between Mesa Petroleum Co., as Trustor, and the Trustee, promises to pay on
the Maturity Date (as defined below), to the order of JPMORGAN CHASE BANK, N.A.
(the “Lender”), whose address is 1111 Polaris Parkway, Columbus, Ohio
43240, at said address or such other address as may be designated in writing by
the holder hereof from time to time, the principal sum of FIVE MILLION AND
No/100 Dollars ($5,000,000.000), or, if less, the aggregate unpaid principal
amount of all loans (collectively, the “Loans”, and each a “Loan”)
made by the Lender to the Borrower, together with interest on said principal,
at a rate per annum equal to Prime Rate plus two percent (2%);  provided, however,
that in no event shall such rate exceed the maximum legal rate of interest
permitted by applicable law. The Borrower promises to pay interest on the
unpaid principal amount of each Loan from the date such Loan is made until such
principal amount is paid in full, in arrears, at the interest rate specified
herein. As used herein the term “Prime Rate” means the rate of interest
from time to time announced publicly by the Lender at its principal office as
its prime commercial lending rate, it being understood that such rate is not
necessarily the lowest or best rate actually charged to any customer and that
the Lender may make various commercial or other loans at rates of interest
having no relationship to such rate.


 


This Third Amended and
Restated Promissory Note (the ‘Note”) evidences an extension of credit
for borrowed money authorized under Section 3.07 of the Trust Indenture,
and amends, restates, renews and extends the Amended and Restated Promissory
Note dated December 3, 2007 executed by the Borrower to the order of the Lender
(the “Amended Note”).  On the date
hereof, the outstanding principal amount of Demand Loans, under and as defined
in the Amended Note, is Three million eight hundred forty five thousand nine
hundred seventy one dollars and fifty six cents ($3,845,971.56) and all such
Demand Loans shall be Loans hereunder.  This Note shall have the priority with regard
to payments set forth in Section 3.07 of the Trust Indenture, and the
Borrower agrees to comply with Section 3.07 of the Trust Indenture with regards
to distributions to its unitholders.


 


The Borrower may prepay
all or any portion of the outstanding principal under this Note together with
accrued and unpaid interest on such principal, at any time without premium or
penalty; provided, however, that any principal
amount so repaid may not be reborrowed.


 


Except with respect to
interest on the principal amount of the Loans prepaid hereunder, interest on
the Loans shall be due and payable on the Maturity Date. Interest on the
outstanding principal as well as the outstanding principal balance of the Loans
shall be recorded by the Lender on its books and records (which may be
electronic in nature) and at any time and


 


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from time to time and may
be entered by the Lender on the schedule attached or any continuation of the
schedule attached hereto by the Lender, provided, however,
at the discretion of the Lender, any such entries may aggregate Loans (and
payments thereon) with the same interest rate and tenor and, if made on a given
date, may show only the Loans outstanding on such date.


 


Until the Maturity Date
has occurred and so long as no Event of Default exists, the Borrower may obtain
Loans under this Note; provided, however,
the amount of Loans made hereunder (without regard to any repayment or
prepayment thereof) shall not exceed $5,000,000.00. As used herein, the term “Event
of Default” means the occurrence of any one or more of the following
events: (1) the Borrower fails to pay any amount of principal or interest
when due hereunder, (2) the Borrower or the Trustee is declared insolvent
or is the subject of any proceeding in bankruptcy,  (3) the sale of all or substantially all
of the assets of Mesa Offshore Royalty Partnership (the “Partnership”),
and (4) the commencement of any litigation (other than the Lawsuit,
defined below,), directly or indirectly, by any Trustee or any current
Plaintiff or Intervenor in the Lawsuit, defined below, including successors or
assigns, against the Lender in its individual capacity for any claim arising
out of or relating to the Mesa Offshore Trust. As used herein, the term “Maturity
Date” means the earliest to occur of: (1) December 31, 2009 (the
“Stated Maturity Date”), (2) the date that is thirty-one (31)
calendar days after the Borrower receives any settlement proceeds, recovery or
judgment proceeds arising out of Cause No. 2006-0l984, MOSH
Holding, L.P. et al. (the “Plaintiffs and the Intervenors”) v. Pioneer
Natural Resources Company; Pioneer Natural Resources USA, Inc., Woodside
Energy (USA), Inc.,  and JPMorgan Chase
Bank N.A., as Trustee of the Mesa Offshore Trust, filed in the 334th
District Court of Harris County, Texas (the “Lawsuit”), (3) the
final liquidation of the Borrower’s assets or the assets of the Partnership, (4) except
for the liens securing this Note or any contingent fee agreement with an
attorney, the Borrower grants or permits to exist any mortgage, pledge or
security interest in, or other encumbrance on, its assets without the prior
written consent of the Lender, and (5) the acceleration of the maturity of
this Note by the Lender as a result of the existence of an Event of Default. If
either (1) an Event of Default exists or (2) the Maturity Date has
occurred, the Lender shall have no further obligation to advance any additional
Loans to the Borrower hereunder.


 


In the event that the
Lawsuit has not been resolved by settlement or final adjudication by December 31,
2009, and neither (1) an Event of Default exists nor (2) none of the
events referred to in clauses (2) through (5) of the definition of
Maturity Date has occurred, the Borrower may request an extension of the Stated
Maturity Date.


 


In the event the maturity
of this Note may be brought about (whether by acceleration or otherwise) and it
is placed in the hands of an attorney for collection, or is collected through
probate, bankruptcy or other proceedings, the Borrower promises to pay all
reasonable amounts actually incurred by the Lender for court costs and
attorneys’ fees in connection therewith.


 


The Borrower waives
grace, notice, demand, presentment for payment, notice of non-payment, protest,
notice of protest, notice of intention to accelerate the indebtedness due
hereunder and all other notice, filing of suit and diligence in collecting this
Note, and the enforcing of any of the security rights of the Lender, and
consents and agrees that the time of payment hereof may be extended without
notice at any time and from time to time, and for


 


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periods of time, whether
or not for a term or terms in excess of the original term hereof, without
notice or consideration to, or consent from, the Borrower. Time is of the
essence hereof.


 


The indebtedness
evidenced by this Note, as an amendment, restatement, renewal and extension of
the Original Note, and is secured by a pledge of the Trust Estate,  as that term is defined in the Trust
Indenture, including, without limitation, the 99.99% general partnership
interest in the Mesa Offshore Royalty Partnership owned by the Mesa Offshore
Trust, pursuant to that one certain pledge agreement dated January 12,
2009, executed by the Borrower for the benefit of the Lender, as amended by the
Second Amendment to Pledge Agreement dated the date hereof.


 


This Note is not
assignable or transferable.


 


THIS NOTE
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE
OF TEXAS.


 


EXECUTED by the parties
hereto as of the date first written above.


 


 


	
   

  	
  MESA OFFSHORE TRUST,

  
	
   

  	
  a Texas trust

  
	
   

  	
   

  	
   

  
	
   

  	
  By: The Bank of New York
  Trust Company, N.A.

  as attorney-in-fact for
  JPMORGAN CHASE

  BANK, N.A. Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Mike Ulrich

  
	
   

  	
  Name:

  	
  Mike
  Ulrich

  
	
   

  	
  Title:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
  JPMORGAN
  CHASE BANK, N.A.,

  
	
   

  	
  a
  national banking association

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Weisbrod

  
	
   

  	
  Name:

  	
  David
  A. Weisbrod

  
	
   

  	
  Title:

  	
  Managing
  Director

  



 


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LOANS AND PAYMENTS OF PRINCIPAL


 


	
  Date

  	
   

  	
  Amount of Loan

  	
   

  	
  Amount of

  Principal Paid

  or Prepaid

  	
   

  	
  Unpaid

  Principal

  Balance

  	
   

  	
  Notation Made

  By

  	
   

  
	
   

  	
   

  	
  $

  	
       

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
											



 


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