First Amended and Restated
Promissory Note dated as of February 27, 2007, issued to NAPHTHA
ISRAEL PETROLEUM CORP., LTD. in the principal amount of
$18,500,000
FIRST AMENDED AND RESTATED
PROMISSORY NOTE
US
$18,500,000.00 Houston,
Texas February
27, 2007
FOR VALUE RECEIVED , ISRAMCO, INC. , a Delaware corporation
with offices at 4801 Woodway Drive, Suite 100E, Houston,
Texas 77079 (herein called the “Maker”),
promises to pay to the order of NAPHTHA ISRAEL
PETROLEUM CORP., LTD. (herein called the “Payee”)
at its main office at 8 Granit St., P. O. B. 10188, Petach –
Tikva, 49002, Israel, or such other place as Payee may designate in
writing from time to time, in lawful money of the United States of
America, the sum of EIGHTEEN MILLION FIVE HUNDRED THOUSAND AND
NO/100 DOLLARS (US $18,500,000.00).
The original version of this Promissory Note was
delivered to Payee for loans made and to be made to Maker,
effective as of February 27, 2007. This Amended and
Restated Promissory Note ("Note" or "Promissory Note") amends and
restates the original Promissory Note dated February 27, 2007, to
provide for a two-year extension of the maturity date of the Note
and of the payments due February 2009, and
thereafter. This Amended and Restated Promissory Note
shall in all respects replace the terms of the original Promissory
Note.
This Note is payable as follows:
(a)
Principal . Principal shall be due and payable on
the Maturity Date.
(b)
Interest . Interest shall be payable annually
upon the first anniversary date of this Note and on the fourth,
fifth, sixth, seventh, and eighth anniversaries of the Effective
Date. Interest shall accrue at the Stated
Rate.
If any payment shall be due on a day that is not
a business day, such payment shall be due and payable on the next
business day and interest shall accrue to such day.
This Note shall be due and payable on or before
February 26, 2016 , being the final maturity date of this
Note (the “Maturity Date”) when the entire unpaid
principal balance and all unpaid accrued interest owing, together
with all other fees and charges, if any, will be due and payable in
full.
"Stated Rate" means a rate per annum equal to LIBOR plus five
and one - half
percent (5½ %), not
to exceed eleven percent (11%); provided, however, that if the
Stated Rate ever exceeds the Highest Lawful Rate, the Stated Rate
shall then and thereafter be fixed at a rate per annum equal to the
Highest Lawful Rate then and from time to time thereafter in effect
until the total amount of interest accrued at the Stated Rate on
the unpaid balance of this Note equals the total amount of interest
which would have accrued at the Highest Lawful Rate from time to
time in effect.
“ LIBOR ” shall mean the rate
per annum (rounded upwards, if necessary, to the nearest 1/100 of
1%) appearing on Dow Jones Market Service Page 3750 (or any
successor page) as the London interbank offered rate for deposits
in Dollars at approximately 11:00 a.m. (London time) two (2)
Business Days prior to the first day of such Interest Period for a
term comparable to such Interest Period. If for any
reason such rate is not available, the term “LIBOR”
shall mean, the rate per annum (rounded upwards, if necessary, to
the nearest 1/100 of 1%) appearing on Reuters Screen LIBO Page as
the London interbank offered rate for deposits in Dollars at
approximately 11:00 a.m. (London time) two (2) Business Days prior
to the first day of such Interest Period for a term comparable to
such Interest Period; provided , however , if more
than one rate is specified on Reuters Screen LIBOR Page, the
applicable rate shall be the arithmetic mean of all such
rates. In the event that such rate does not appear on
either Dow Jones Market Service Page 3750 or Reuters Screen LIBOR
Page, “LIBOR” shall be the rate per annum at which
deposits in Dollars are offered by leading reference banks in the
London interbank market to Wells Fargo Bank, N.A. at approximately
11:00 a.m. (London time) two (2) Business Days prior to
the first day of the applicable Interest Period for a period equal
to such Interest Period and in an amount substantially equal to the
amount of this Note.
"Highest Lawful Rate" means, on any day, the maximum nonusurious rate
of interest permitted for that day by whichever of applicable
federal or Texas laws permits the higher interest rate, stated as a
rate per annum. On each day, if any, that the Texas
Credit Title (V.T.C.A., Texas Finance Code §§ 301.001 et
seq.) establishes the Ceiling Rate, the Ceiling Rate shall be the
“weekly ceiling” (as defined in the Texas Credit Title)
for that day. Payee may from time to time, as to current
and future balances, implement any other ceiling under the Texas
Credit Title by notice to Maker, if and to the extent permitted by
the Texas Finance Code. Without notice to Maker or any
other person or entity, the Ceiling Rate shall automatically
fluctuate upward and downward as and in the amount by which such
maximum nonusurious rate of interest permitted by applicable law
fluctuates.
7.2 “Interest
Period” shall mean shall mean the period commencing on
the Effective Date and ending on the numerically corresponding day
in the every six (6) calendar months thereafter, except that each
Interest Period which commences on the last Business Day of a
calendar month (or on any day for which there is no numerically
correspondin
