First Amendment to Guaranty dated May 12, 2016, by Pacific Energy Development Corp., White Hawk Petroleum, LLC, Pacific Energy & Rare Earth Limited, Blackhawk Energy Limited, Pacific Energy Development MSL, LLC, and Red Hawk Petroleum, LLC, in favor of BAM Administrative Services LLC, as agent

EX-10.10 11 ped_ex1010.htm FIRST AMENDMENT TO GUARANTY ped_1010.htm
Exhibit 10.10
 
FIRST AMENDMENT TO GUARANTY
 
THIS FIRST AMENDMENT TO GUARANTY (the “Amendment”) is made as of this 12th day of May, 2016 by the parties signatory hereto (collectively, the “Guarantors” and each, individually, a “Guarantor”) in favor of BAM Administrative Services LLC, in its capacity as agent for the Investors under the Purchase Agreement (as defined below) (in such capacities, and together with its successors, transferees and assigns, the “Secured Party”).
 
WITNESSETH:
 
WHEREAS, Grantors entered into that certain Guaranty dated March 7, 2014 (the “Original Guaranty”); and
 
WHEREAS, the undersigned desire to amend the Original Guaranty as set forth below.
 
NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in the Original Guaranty, the undersigned, intending to be legally bound, agree as follows:
 
1. Amendment to Recitals.  The second “Whereas” clause of the Original Guaranty is hereby deleted in its entirety and replaced with the following:
 
WHEREAS, the Issuer is party to that certain Amended and Restated Note Purchase Agreement dated May 12, 2016 (as amended, amended and restated, supplemented, or otherwise modified from time to time, the “Purchase Agreement”) by and between the Issuer, the investors party thereto (collectively, the “Investors” and each, individually, an “Investor”) and Secured Party, as agent for the Investors, pursuant to which the Investors agreed to extend loans to the Issuer in the original principal amount of up to $85,000,000 (the ”Loans”), repayment of which is evidenced by certain Amended and Restated Secured Promissory Notes or Senior Secured Promissory Notes, each dated May 12, 2016, issued to each Investor (the “Notes”), and”
 
2. Integration of Amendment and Original Guaranty.  From and after the effective date of this Amendment, the Original Guaranty and this Amendment shall be read as one Guaranty.  Except as set forth in this Amendment, all other terms and conditions of the Original Guaranty are not being modified or amended, and shall remain in full force and effect.
 
3. Duplicate Originals; Counterparts.  This Amendment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original.  This Amendment may be executed in several counterparts, each of which counterparts shall be deemed an original instrument and all of which together shall constitute a single Amendment.
 
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IN WITNESS WHEREOF, the undersigned has executed this First Amendment to Guaranty as of the day and year first above written.
 
Pacific Energy Development Corp.
 
 
By:         /s/ Michael L. Peterson
Name:    Michael L. Peterson                                                         
Title:      President
 White Hawk Petroleum, LLC
 
 
By:         /s/ Michael L. Peterson
Name:    Michael L. Peterson                                                         
Title:      President
 
Pacific Energy & Rare Earth Limited
 
 
By:         /s/ Michael L. Peterson
Name:    Michael L. Peterson                                                         
Title:      President
 
Blackhawk Energy Limited
 
 
By:          /s/ Michael L. Peterson
Name:    Michael L. Peterson                                                         
Title:      President
 
Pacific Energy Development MSL, LLC
 
 
By:          /s/ Michael L. Peterson
Name:    Michael L. Peterson                                                        
Title:      President
 
Red Hawk Petroleum, LLC
 
 
By:          /s/ Michael L. Peterson
Name:    Michael L. Peterson                                                        
 Title:      President
   
Acknowledged and agreed to:
BAM Administrative Services LLC, as Agent
 
By:          /s/ Dhruv Narain
Name:     Dhruv Narain                                                        
Title:      Authorized Signatory