AMENDMENT OF CONVERTIBLE PROMISSORY NOTE
Exhibit 10.1
AMENDMENT OF CONVERTIBLE PROMISSORY NOTE
THIS AMENDMENT OF CONVERTIBLE PROMISSORY NOTE (this “Amendment”) is entered into as of October 31, 2016 among TRANSATLANTIC PETROLEUM LTD. (“Maker”) and ANBE HOLDINGS, L.P. (“Holder”). Maker and Holder may be referred to individually as “Party” and collectively as the “Parties”. All capitalized terms used herein but not otherwise defined shall have the meaning set forth in the Note (as defined below).
WHEREAS, the Parties entered into that certain convertible promissory note on December 30, 2015, in the principal amount of Five Million Dollars and No/100 ($5,000,000.00), a copy of which is attached to this Amendment (the “Note”);
WHEREAS, the Parties entered into that certain extension of convertible promissory note on June 30, 2016 extending (i) the latest date on which Maker may request a Subsequent Advance to August 15, 2016, and (ii) the Maturity Date to August 31, 2016 (the “First Extension”); and
WHEREAS, the Parties entered into that certain second extension of convertible promissory note on August 31, 2016 extending the Maturity Date to October 31, 2016 (the “Second Extension”); and
WHEREAS, the Parties desire to amend the Note to extend the Maturity Date and provide for a payment plan.
NOW, THEREFORE, in consideration of the covenants set forth herein and the benefits to be derived hereby, the Parties agree to amend the Note with the following:
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| 1. | The Maturity Date shall be extended from October 31, 2016 to September 30, 2017. |
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| 2. | The principal and interest shall be repaid to Holder on the last day of each month in accordance with the following payment plan: |
| MONTH | INTEREST PAYMENT | ACCUMULATED INTEREST PAYMENT | PRINCIPAL PAYMENT | ENDING BALANCE |
| October 2016 | $38,919 | $116,756 | $0 | $3,592,500 |
| November 2016 | $38,919 | N/A | $0 | $3,592,500 |
| December 2016 | $38,919 | N/A | $898,125 | $2,694,375 |
| January 2017 | $29,189 | N/A | $0 | $2,694,375 |
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| February 2017 | $29,189 | N/A | $0 | $2,694,375 |
| March 2017 | $29,189 | N/A | $898,125 | $1,796,250 |
| April 2017 | $19,459 | N/A | $0 | $1,796,250 |
| May 2017 | $19,459 | N/A | $0 | $1,796,250 |
| June 2017 | $19,459 | N/A | $898,125 | $898,125 |
| July 2017 | $9,730 | N/A | $0 | $898,125 |
| August 2017 | $9,730 | N/A | $0 | $898,125 |
| September 2017 | $9,730 | N/A | $898,125 | $0 |
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| 3. | Notwithstanding the foregoing, Maker hereby agrees that, if Maker sells its wholly-owned subsidiary, Thrace Basin Natural Gas (Turkiye) Corporation (“TBNG”), then Maker shall pay the remaining balance due under the Note, including interest, to Holder within five (5) business days of the closing of the sale of TBNG. |
Except as expressly modified or amended hereby, the Parties agree that the terms and rights contained in the Note, as amended by the First Extension, the Second Extension, and this Amendment, shall remain unchanged and in full force and effect.
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IN WITNESS WHEREOF, the Parties have caused this Amendment to be duly executed as of the date set out above.
TransAtlantic Petroleum Ltd.
By _ __/s/ Chad Burkhardt______________
Name: _Chad Burkhardt________________
Title: __Vice President and General Counsel
ANBE Holdings, L.P.
By: ANBE, LLC, its General Partner
By __/s/ N, Malone Mitchell, 3rd__________
Name: _ N. Malone Mitchell, 3rd_________
Title: __Manager______________________
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