U.S. Geothermal Inc.: Exhibit 10.1 - Filed by newsfilecorp.com





THIRD AMENDMENT TO CREDIT ADDENDUM 

           
THIS THIRD AMENDMENT TO CREDIT ADDENDUM (the “Amendment”) is made
effective as of May 1, 2013 (the “Effective Date”), by and between USG
NEVADA LLC, a Delaware limited liability company (“Owner”), and SAIC
CONSTRUCTORS, LLC, an Oklahoma limited liability company formerly known as
Benham Constructors, LLC (“Contractor”). 

RECITALS 

	A. 	
      Owner and Contractor entered into that certain Credit
      Addendum to Engineering, Procurement and Construction Contract dated
      August 27, 2010, as amended by that certain First Amendment to Credit
      Addendum dated as of May 20, 2011 and the Second Amendment to Credit
      Addendum dated as of January 25, 2012 (the “Credit Addendum”), for
      the construction of the Project and related construction financing to be
      provided by Contractor to Owner for the construction of the Project. All
      capitalized terms which are not otherwise defined herein shall have those
      meanings set forth in the Credit Addendum.

	 	 
	B. 	
      As of the Effective Date, as partial payment of the
      indebtedness outstanding under the Credit Addendum, Owner has (i) between
      February 1, 2013 and the Effective Date, delivered cash payments in the
      aggregate amount of $1,000,000 to Contractor, (ii) performed certain work
      on behalf of Contractor with an aggregate value of $175,000, and (iii)
      delivered a loan agreement and accompanying promissory note evidencing
      indebtedness to Contractor in the principal amount of $2,000,000 duly
      executed by USG Nevada Holdings LLC, a Delaware limited liability company,
      and a guaranty of such indebtedness by U.S. Geothermal, Inc., an Idaho
      corporation (“Parent”).

	 	 
	C. 	
      Owner and Contractor desire to amend the Credit Addendum
      as set forth herein.



AGREEMENT 

            NOW,
THEREFORE, in consideration of the foregoing recitals and the mutual covenants
and agreements contained in this Amendment which are incorporated herein, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Owner and Contractor hereby agree to amend the Credit
Addendum, as follows: 

	 	1. 	
      Payment Terms; Promissory Note. Section 1
      of the Credit Addendum is hereby deleted and superseded in its entirety
      and replaced with the following section:

	 	 	 	 
	 		1. 	
      Payment Terms; Promissory Note. Owner and
      Contractor agree that as of the Effective Date Owner’s aggregate
      indebtedness under the EPC Contract is $26,350,000 which amount is the
      total indebtedness of Owner to Contractor and includes all principal,
      accrued interest, fees and all other amounts Owner owes Contractor under
      the Credit Addendum (the “Indebtedness Amount”). The Indebtedness
      Amount shall be payable by Owner as follows: (a) on the Effective Date,
      Owner shall pay Contractor $1,350,000, which shall be applied to
the Indebtedness Amount; and (b) Owner shall execute and deliver an Amended and
Restated Promissory Note in the principal amount of $25,000,000, bearing
interest at the rate of 10.0% per annum (the “Note”). Pursuant to the
terms of the Note, Owner shall pay Contractor the amount of $300,000 on the
first day of each calendar month until November 15, 2013 (the “Maturity
Date”). On the Maturity Date, Owner shall pay Contractor all outstanding
principal and accrued interest under the Note. If Owner fails to make any such
payments when due hereunder or under the Note, the unpaid balance of the Note
shall accrue interest from the date of such failure until paid at the rate of
12.5% per annum. Owner is currently in negotiations for a senior secured loan.
Contractor agrees to use its best efforts to support Owner in its pursuit of
such loan.



1 






	 	2. 	
      Financial Statements, Reports and
      Documents. Section 5.13 of the Credit Addendum is hereby amended
      by adding the following as new subsection (d):

	 	 	 	 
	 		(d) 	
      Monthly Statements. As soon as available, and in
      any event within 30 days after the end of each calendar month, copies of
      the unaudited balance sheet of Owner, as of the end of such month, and the
      unaudited statements of income and cash flow of Owner for such month and
      for the portion of the calendar year ending with such period all in
      reasonable, and certified by the Chief Financial Officer of Owner as being
      true and correct and as having been prepared in accordance with GAAP
      consistently applied, subject to year end audit
  adjustments.




	 	3. 	
      Form of Note. The Note contemplated by
      Section 1 above shall be in the form of Exhibit A to this
      Amendment.

	 	 	 
	 	4. 	
      Representations and Warranties of Owner. By
      its execution and delivery hereof, Owner represents and warrants that, as
      of the date hereof:



(a)        the representations
and warranties contained in the Credit Addendum and the other Loan Documents are
true and correct in all material respects (except that any representation or
warranty that is qualified as to “materiality” or “Material Adverse Effect” is
true and correct in all respects) on and as of the date hereof as made on and as
of such date, except to the extent that such representations and warranties
specifically refer to an earlier date, in which case they shall be true and
correct as of such earlier date;

(b)        no event has
occurred and is continuing which constitutes a Default or Event of Default, nor
will any Default or Event of Default result from Owner’s execution, delivery,
and performance of this Amendment; and 

(c)        the execution,
delivery, and performance of this Amendment by Owner will not conflict with,
result in a beach of, constitute a default under (or with notice or the lapse of
time or both could result in a breach of or constitute a default), result in the
acceleration of, create in any party the right to accelerate, terminate, modify,
or cancel, or require any notice or consent under any agreement, contract,
      instrument, or other arrangement to which Owner is a party or bound or to
which any of its assets are subject.

2 





	 	5. 	
      Representations and Warranties of
      Contractor. By its execution and delivery hereof, Contractor
      represents and warrants that, as of the date
hereof:



(a)        the representations
and warranties of Contractor contained in the Credit Addendum and the other Loan
Documents are true and correct in all material respects (except that any
representation or warranty that is qualified as to “materiality” or “Material
Adverse Effect” is true and correct in all respects) on and as of the date
hereof as made on and as of such date, except to the extent that such
representations and warranties specifically refer to an earlier date, in which
case they shall be true and correct as of such earlier date; and 

(b)        the execution,
delivery, and performance of this Amendment by Contractor will not conflict
with, result in a beach of, constitute a default under (or with notice or the
lapse of time or both could result in a breach of or constitute a default),
result in the acceleration of, create in any party the right to accelerate,
terminate, modify, or cancel, or require any notice or consent under any
agreement, contract, instrument, or other arrangement to which Contractor is a
party or bound or to which any of its assets are subject. 

	 	6. 	
      Guarantor’s Acknowledgment. By signing
      below, Parent (i) acknowledges, consents, and agrees to the execution,
      delivery and performance by Owner of this Amendment, (ii) acknowledges and
      agrees that its obligations in respect of the Amended and Restated Change
      in Control Guaranty dated as of October 13, 2010 (the “Guaranty”)
      are not released, diminished, waived, modified, impaired, or affected in
      any manner by this Amendment, or any of the provisions contemplated
      herein, (iii) ratifies and confirms its obligations under the Guaranty,
      and (iv) acknowledges and agrees that it has no claim or offsets against,
      or defenses or counterclaims to, the Guaranty.

	 	 	 
	 	7. 	
      Miscellaneous.



(a)        Effect
of Amendment. The Credit Addendum and this Amendment shall be in
full force and effect only upon the execution of this Amendment by all parties.
In the event of conflict between the terms and conditions of the Credit Addendum
and the terms and conditions of this Amendment, the terms and conditions of this
Amendment shall prevail and control. Except as expressly set forth herein, this
Amendment shall not by implication or otherwise limit, impair, constitute a
waiver of, or otherwise affect the rights or remedies of either party under the
Credit Addendum or any of the other Loan Documents, and shall not alter, modify,
amend, or in any way affect the terms, conditions, obligations, covenants, or
agreements contained in the Credit Addendum or the other Loan Documents, all of
which are hereby ratified and affirmed in all respects and shall continue in
full force and effect. 

3 




(b)        Entire
Agreement. The Credit Addendum, together with this Amendment,
embodies the entire understanding between Owner and Contractor with respect to
its subject matter and supersedes any prior agreements, negotiations, and
communications, oral or written. No subsequent agreement, representation, or
promise made by either party hereto, or by or to an employee, officer, agent or
representative of either party hereto shall be of any effect unless it is in
writing and executed by the party to be bound thereby. This Amendment and the
Credit Addendum can be changed only by an instrument in writing signed by Owner
and Contractor. 

(c)       
Counterparts. This Amendment may be executed in one or more
counterparts (including by facsimile or other electronic transmission), each of
which shall be deemed an original but all of which, taken together, shall
constitute one in the same Amendment. 

[Signature Page Follows]

4 




            IN
WITNESS WHEREOF, this Amendment has been executed as of the day and year first
set forth above. 

	OWNER: 	USG NEVADA LLC, 
	  	a Delaware limited liability company 
	  	  
	  	  
	  	By:   
      ___________________________________________________
	  	           Name:
      ___________________________________________
	  	         
       Title:   ___________________________________________
	  	  
	  	  
	  	  
	CONTRACTOR: 	SAIC CONSTRUCTORS, LLC, 
	  	an Oklahoma limited liability company 
	  	  
	  	  
	  	By:  
       ___________________________________________________
	  	           Name:
      ___________________________________________
	  	         
       Title:   ___________________________________________
	  	  
	  	  
	GUARANTOR: 	U.S. GEOTHERMAL, INC. 
	  	a Delaware corporation 
	  	  
	  	  
	  	By:  
       ___________________________________________________
	  	           Name:
      ___________________________________________
	  	         
       Title:  
  ___________________________________________


[Signature Page to Third Amendment to Credit Addendum]





EXHIBIT A 

AMENDED AND RESTATED PROMISSORY NOTE 




AMENDED AND RESTATED 
PROMISSORY NOTE 


	$25,000,000 	May 1, 2013 


            For
value received, USG NEVADA LLC, a Delaware limited liability company
(“Borrower”), promises to pay to the order of SAIC CONSTRUCTORS, LLC, an
Oklahoma limited liability company formerly known as Benham Constructors, LLC
(“Lender”), at Lender’s principal office in Oklahoma City, Oklahoma, or
at such other place as the holder of this Amended and Restated Promissory Note
(this “Promissory Note”) may direct, in lawful money of the United States
of America, in accordance with the provisions of the Credit Addendum to
Engineering, Procurement and Construction Agreement between Borrower and Lender
dated as of August 27, 2010, as amended by the First Amendment to Credit
Addendum dated as of May 20, 2011, the Second Amendment to Credit Addendum dated
as of January 25, 2012, and the Third Amendment to Credit Addendum dated as of
the date hereof (as amended, restated, extended, supplemented or otherwise
modified in writing from time to time, the “Addendum”), the principal
amount of $25,000,000, together with interest thereon at the rate of 10.0% per
annum, in accordance with the amortization schedule attached hereto as Exhibit
A. Capitalized terms not defined in this Promissory Note have the same meaning
as given in the Addendum. 

            1.       
Payment Terms. All indebtedness evidenced by this Promissory Note shall
be due and payable in the amounts and at the times stated in the Addendum. For
the purpose of computing interest under this Promissory Note, payments of all or
any portion of the indebtedness owing under this Promissory Note will not be
deemed to have been made until such payments are received by the holder of this
Promissory Note in collected funds. Except as otherwise provided in the
Addendum, each payment received by the holder hereof shall be applied first to
unpaid costs and expenses incurred and payable under the terms of this
Promissory Note, then next to unpaid accrued interest owing on this Promissory
Note, then next with the remainder applied to the principal unpaid balance of
this Promissory Note.

            2.       
Prepayment. The outstanding indebtedness owing under this Promissory Note
may be prepaid in whole or partial prepayments at any time or from time to time
without premium or penalty.

            3.       
Benefits. This is the Promissory Note referred to in the Addendum, and is
issued pursuant to all the terms and provisions of the Addendum. The holder of
this Promissory Note is entitled to the benefits of the Addendum and the Loan
Documents, and may enforce the agreements contained therein and exercise the
rights provided for thereby or otherwise in respect thereof, all in accordance
with the terms thereof. Reference to the Addendum shall not affect or impair the
absolute unconditional obligation of Borrower to pay the principal of, interest
on, and any additional payment in connection with, this Promissory Note when
due. 

            4.       
Acceleration. Upon the occurrence of an Event of Default under the
Addendum or a default or event of default in or under any Loan Document, the
holder of this Promissory Note, at the holder’s option, may declare immediately
due and payable the entire unpaid principal balance of, and all accrued and
unpaid interest on, this Promissory Note, and exercise any or all other rights provided in the Addendum and Security
Documents, or at law or in equity, without notice, formal demand or presentment,
all of which are hereby waived by Borrower. 




            5.       
Maximum Rate. Regardless of any provision contained in this Promissory
Note or the Addendum, Lender shall never be entitled to contract for, charge,
receive, collect or apply as interest on this Promissory Note any amount in
excess of the maximum rate of interest provided under applicable Nevada law (the
“Maximum Rate”), and, in the event that the holder of the Promissory Note
ever receives, collects or applies as interest any such excess, the amount which
would be excessive interest shall be deemed to be a partial prepayment of
principal and treated hereunder as such; and, if the principal amount of the
Promissory Note is paid in full, any remaining excess shall forthwith be paid to
Borrower. In determining whether or not the interest paid or payable under any
specific contingency exceeds the Maximum Rate, Lender and Borrower shall, to the
maximum extent permitted under applicable law, (i) characterize any
non-principal payment as an expense, fee or premium rather than as interest,
(ii) exclude voluntary and mandatory prepayments and the effects thereof, and
(iii) amortize, prorate, allocate and spread the total amount of interest
throughout the entire contemplated term of the Promissory Note; provided that,
if the entire unpaid principal balance together with all accrued interest
thereon are paid and performed in full prior to the end of the full contemplated
term thereof, and if the interest received for the actual period of existence
thereof exceeds the Maximum Rate, Lender shall refund to Borrower the amount of
such excess or credit the amount of such excess against the principal amount of
the Promissory Note, and, in such event, Lender shall not be subject to any
penalties provided by any laws for contracting for, charging, taking, reserving
or receiving interest in excess of the Maximum Rate. 

            6.       
Right of Setoff. Upon the occurrence of an Event of Default, Borrower
grants to the holder of this Promissory Note the right to set off against the
indebtedness evidenced by or owing under this Promissory Note any and all of
such holder’s liabilities to Borrower, if any, and all money or property in the
holder’s possession held for or owed to Borrower. 

            7.       
Waiver. Except as otherwise expressly provided in this Promissory Note or
in the Loan Documents, Borrower and all sureties, endorsers and guarantors of
this Promissory Note (i) waive demand, presentment for payment, notice of
intention to accelerate, notice of acceleration, protest, notice of protest and
all other notices, filing of suit and diligence in collecting this Promissory
Note or enforcing any of the security herefor, (ii) agree to any substitution,
exchange or release of any such security or the release of any party primarily
or secondarily liable herefor, (iii) agree that it will not be necessary for any
holder hereof, in order to enforce payment of this Promissory Note by such
holder, to first institute suit or exhaust its remedies against Borrower or
others liable herefor, or to enforce its rights against any security herefor,
and (iv) consent to any and all extensions for any period, renewals or
postponements of time of payment of this Promissory Note or any other
indulgences with respect hereto, without notice thereof to any of them. 

            8.       
Attorneys’ Fees. If this Promissory Note is collected by legal
proceedings or through a probate or bankruptcy court, or is placed in the hands
of an attorney for collection upon acceleration or after maturity, no matter how
maturity or acceleration is brought about, Borrower agrees to pay the reasonable
attorneys’ fees and all other collection costs incurred by the holder of this
Promissory Note. 

2 




            9.       
Governing Law; Venue. This Promissory Note shall be construed in
accordance with and governed by the laws of the State of Nevada. Any action
related to this Promissory Note shall be brought in any state or federal court
located in Washoe County, Nevada, and the parties submit to the jurisdiction of
such courts for such purpose. 

            10.       
Restatement of Note. This Promissory Note is executed and delivered not
in payment of the indebtedness evidenced by the Promissory Note dated August 27,
2010 in the original principal amount of $24,553,000 executed and delivered by
Borrower, but to evidence and restate the amended terms of the original
indebtedness. This Note is not a novation. 

[Signature Page Follows] 

3 




           
IN WITNESS WHEREOF, Borrower has executed this Amended and Restated Promissory
Note as of the date and year first above written. 

USG NEVADA LLC, 
a Delaware limited
liability company 

	 	By:  
      ___________________________________________________
	 	         Name:
      ______________________________________________
	 	       
       Title:  
  ______________________________________________


[Signature Page to Amended and Restated Promissory Note]





EXHIBIT A 

AMORTIZATION SCHEDULE 


	Principal	  	Rate 	  	 Term 	Payment 
	25,000,000 	  	10% 	  	143 	$300,000
	  	  	  	  	  	  
	PAYMENT 	MONTHLY 	CUM. 	  	CUM. 	  
	NUMBER
	PRINCIPAL 	 PRINCIPAL 	INTEREST 	INTEREST 	PAYMENT
	  	  	$25,000,000  	  	  	  
	1-May-13 	91,667 	 24,908,333 	208,333 	  208,333 	300,000 
	1-Jun-13   	92,431 	 24,815,903 	207,569 	  415,903 	300,000 
	1-Jul-13    	93,201 	 24,722,702 	206,799 	  622,702 	300,000 
	1-Aug-13  	93,977 	 24,628,724 	206,023 	  828,724 	300,000 
	1-Sep-13  	94,761 	 24,533,964 	205,239 	1,033,964 	300,000 
	1-Oct-13  	95,550 	 24,438,414 	204,450 	1,238,414 	300,000 
	1-Nov-13 	48,173 	 24,390,240 	101,827 	1,340,240 	150,000 





		
      Note: 
	
      Last Payment on Nov 1 is one half a month's payment
      for 15 days to the end of the Note's term at Nov 15,
      2013 when the remaining principal is due in full.
  



[Signature Page to Amended and
Restated Promissory Note]