Modification Agreement to Partnership Interest Purchase Agreement and Promissory Note between Natural Resource Group Gathering, LLC and New Frontier Energy, Inc.

Summary

This agreement modifies the previous purchase agreement and promissory note between New Frontier Energy, Inc. (NFE) and Natural Resource Group Gathering, LLC (NRGG) regarding NFE's purchase of NRGG's partnership interest in Slater Dome Gathering, LLLP. It extends the payment terms for the remaining principal on the promissory note, splitting the balance into two payments due at the end of 2009 and 2010, with the option for NFE to prepay without penalty. The agreement is effective as of 2009 and is signed by authorized representatives of both parties.

EX-10.4 5 nef_8k-ex10x4.htm EXHIBIT 10.4

Exhibit 10.4

Modification of Partnership Purchase Agreement

By and Among
Natural Resource Group Gathering, LLC

and
New Frontier Energy, Inc.

This instrument is intended to modify the agreement between the above parties dated December 26, 2007 which was modified by a modification agreement dated December 24, 2008. This agreement is intended to further modify the aforementioned agreements, and is to be effective as of________________, 2009

WHEREAS

the New Frontier Energy, Inc. (hereinafter “NFE”) entered into a purchase agreement with Natural Resource Group Gathering, LLC’s (hereinafter “NRGG”) purchasing NRGG’s general partnership interest in Slater Dome Gathering, LLLP (hereinafter “SDG”) for a purchase of price of $1,075,000, of which $268,750 was paid by NFE at closing and executed a promissory note in the amount of $806,250.00 bearing 2.5% interest maturing on December 31, 2008 which was modified to mature on December 31, 2009.. NFE has made a installment payments on the note in the amount of $421,500.85 consisting of principal in the amount of $403,305.00 and interest of $18,195.85 leaving a principal balance still due of $403,125.00.

WHEREAS

the parties desire to extend the due date and payment terms of the promissory note whereby $201,565.50 of principal is due December 31, 2009 together with accrued interest and the remaining principal balance of $201,565.50 together with accrued interest will be due December 31, 2010. NFE and NRGG agree that NFE has the right of prepayment with out penalty of any and all of the principal together with accrued interest to the date of payment;

IN WITNESS WHEREOF,

NFE and NRGG have caused this additional modification to the Promissory Note and Partnership Interest Purchase Agreement dated December 26, 2007, as amended on December 24, 2008, to be executed under seal by its duly authorized officers or members as of__________________________, 2009.


NEW FRONTIER ENERGY, INC. LLC	Natural Resource, Group Gathering, LLC

By:_________________________________ Its:	Chester Petrow Managing Member