Exhibit 10.1
THIRD AMENDED AND RESTATED
PROMISSORY NOTE
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$5,000,000.00
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January 12
,2009
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FOR VALUE RECEIVED, MESA OFFSHORE
TRUST, a trust formed under the laws of the State of Texas and
having an address at 919 Congress Avenue, Austin, Texas 78701, by
and through JPMORGAN CHASE BANK, N.A (as successor to Texas
Commerce Bank National Association), solely in its capacity as
Trustee (in such capacity, the “ Trustee ”) for
MESA OFFSHORE TRUST (the “ Borrower ”) pursuant
to the Royalty Trust Indenture dated as of December 1, 1982
(the “ Trust Indenture ”), by and between Mesa
Petroleum Co., as Trustor, and the Trustee, promises to pay on the
Maturity Date (as defined below), to the order of JPMORGAN CHASE
BANK, N.A. (the “ Lender ”), whose address is
1111 Polaris Parkway, Columbus, Ohio 43240, at said address or such
other address as may be designated in writing by the holder hereof
from time to time, the principal sum of FIVE MILLION AND No/100
Dollars ($5,000,000.000), or, if less, the aggregate unpaid
principal amount of all loans (collectively, the “
Loans ”, and each a “ Loan ”) made
by the Lender to the Borrower, together with interest on said
principal, at a rate per annum equal to Prime Rate plus two percent
(2%); provided, however, that in no event shall such
rate exceed the maximum legal rate of interest permitted by
applicable law. The Borrower promises to pay interest on the unpaid
principal amount of each Loan from the date such Loan is made until
such principal amount is paid in full, in arrears, at the interest
rate specified herein. As used herein the term “ Prime
Rate ” means the rate of interest from time to time
announced publicly by the Lender at its principal office as its
prime commercial lending rate, it being understood that such rate
is not necessarily the lowest or best rate actually charged to any
customer and that the Lender may make various commercial or other
loans at rates of interest having no relationship to such
rate.
This Third Amended and Restated
Promissory Note (the ‘ Note ”) evidences an
extension of credit for borrowed money authorized under
Section 3.07 of the Trust Indenture, and amends, restates,
renews and extends the Amended and Restated Promissory Note dated
December 3, 2007 executed by the Borrower to the order of the
Lender (the “Amended Note ”). On the date
hereof, the outstanding principal amount of Demand Loans, under and
as defined in the Amended Note, is Three million eight hundred
forty five thousand nine hundred seventy one dollars and fifty six
cents ($3,845,971.56) and all such Demand Loans shall be Loans
hereunder. This Note shall have the priority with regard to
payments set forth in Section 3.07 of the Trust Indenture, and
the Borrower agrees to comply with Section 3.07 of the Trust
Indenture with regards to distributions to its
unitholders.
The Borrower may prepay all or any
portion of the outstanding principal under this Note together with
accrued and unpaid interest on such principal, at any time without
premium or penalty; provided, however, that any principal
amount so repaid may not be reborrowed.
Except with respect to interest on
the principal amount of the Loans prepaid hereunder, interest on
the Loans shall be due and payable on the Maturity Date. Interest
on the outstanding principal as well as the outstanding principal
balance of the Loans shall be recorded by the Lender on its books
and records (which may be electronic in nature) and at any time
and
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