LETTER AGREEMENT
This Letter
Agreement is made this 20 th day of May, 2009, by and between the
following:
Indigo-Energy,
Inc. (“Indigo”); Epicenter Oil & Gas, LLC
(“Epicenter”); Spectrum Facilitating Technologies, LLC
(“Spectrum”); and Lawrence Stowe, PhD
(“Consultant”).
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Indigo and
Epicenter have drilled four (4) wells in Dubois Field, Dubois
County, Indiana, for the production of natural gas and/or oil,
including one vertical well and two horizontal wells in the New
Albany Shale, and one horizontal well in the Devonian
limestone.
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Additional
funds are needed to complete the four wells and place them into
production. Spectrum has arranged for said financing to
accomplish the foregoing in the amount of $5,000,000 (five million
dollars).
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Indigo and
Epicenter have reached an accord with respect to the use of said
$5,000,000 as defined below for the placing of the Dubois Field
into full operation and production.
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The parties
agree as follows:
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Numbers 1, 2
and 3 above are true and correct, and by reference are incorporated
into this Agreement.
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Spectrum shall
arrange for funding in the amount of $5,000,000 which shall be
deposited into a bank account subject to the control and direction
of Spectrum. The amount of funds drawn down from said
$5,000,000 shall bear interest at the rate of 10% (ten percent) per
annum. Interest shall be paid annually with the first
payment being due on or before one year from the date of first
disbursement of any funds from said bank account, or upon repayment
of the $5,000,000, whichever is first.
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Indigo and
Epicenter shall form a new LLC (“Newco”)for the purpose
of executing the terms of this Letter Agreement, and shall have two
Managing Members, Robert Turnage from Epicenter directing all well
and field related operations and St
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