VALENS U.S. SPV I, LLC c/o Valens Capital Management, LLC New York, New York 10017
Exhibit
10.13
VALENS
U.S. SPV I, LLC
c/o
Valens Capital Management, LLC
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As
of
September 18, 2007
True
North Energy Corporation
ICF
Energy Corporation
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The
Woodlands, Texas 77380
Attention: Chief
Executive Officer
Ladies
and Gentlemen:
Reference
is made to (a) the Securities Purchase Agreement dated as of September 18,
2007
(as the same may be amended, supplemented, restated or modified from time to
time, the “Securities
Purchase Agreement”)
entered into by and among True North Energy Corporation, a Nevada corporation
(“TNEC”),
ICF
Energy Corporation, a Texas corporation (“ICF”
and
together with TNEC, the “Companies”
and
each a “Company”),
and
Valens U.S. SPV I, LLC, a Delaware limited liability company, as agent (the
“Agent”)
for
itself and various other purchasers from time to time parties to the Purchase
Agreement (the “Purchasers”)
and
(b) all documents, instruments and agreements executed in connection therewith
(together with the Securities Purchase Agreement, collectively, the
“Documents”).
Capitalized terms not otherwise defined herein shall have the meanings set
forth
in the Securities Purchase Agreement.
In
order
to facilitate the closing of the transactions contemplated by the Securities
Purchase Agreement within the Company’s time constraints, the Agent on behalf of
the Purchasers has agreed that certain closing requirements may be waived,
in
whole or in part, as conditions to the initial disbursement under the Securities
Purchase Agreement. In consideration thereof, the Company has agreed to satisfy
the following conditions within the time periods and under the conditions set
forth on the attached schedule (“Schedule
A”),
all
in a manner (and when applicable, evidenced by agreements, instruments and
documents) reasonably satisfactory in form and substance to the
Agent.
The
Company acknowledges and agrees that its failure to satisfy the requirements
set
forth on Schedule
A
within
the applicable time limit set forth thereon with respect thereto shall, in
each
event, constitute an “Event of Default” under the Documents.
[Remainder
of Page Intentionally Left Blank]
Except
as
expressly provided herein, nothing contained herein shall act as a waiver or
excuse of performance of any obligations contained in the Documents. No waiver,
modification or amendment of any provision of this agreement shall be effective
unless specifically made in writing and duly signed by the party to be bound
thereby. This letter agreement shall be governed by and construed in accordance
with the laws of the State of New York.
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Very
truly yours,
VALENS
U.S. SPV I, LLC, as Agent
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| By: | Valens Capital Management, LLC, its investment manager | |
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By:
/s/
▇▇▇▇▇▇ Grin
Name:
▇▇▇▇▇▇ Grin
Title:
Authorized
Signatory
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The
foregoing is hereby accepted and agreed to
as
of the
date set forth above:
TRUE
NORTH ENERGY CORPORATION
By:
/s/ ▇▇▇▇ ▇. Folnovic
Name:
▇▇▇▇ ▇. Folnovic
Title:
President and CEO
ICF
ENERGY CORPORATION
By:
/s/ ▇▇▇▇ ▇. Folnovic
Name:
▇▇▇▇ ▇. Folnovic
Title:
President and CEO
Schedule
A
The
Agent’s receipt of each of the following in form and substance reasonably
satisfactory to the Agent and its counsel:
1. No
later
than 3 days of Closing, evidence of the recording of the Deeds of Trust,
Assignments of Overriding Royalty Interests and release of the lien against
certain leases affecting the Texas Property granted to Soloco Texas,
L.P.
2. No
later
than 10 days of Closing, evidence of filing of Authorization to Operate and
Transfer of ▇▇▇▇▇ with Railroad Commission on Form P4 and Form P5 promulgated
thereby.
3. No
later
than 30 days of Closing, final, duly executed Office Sharing Agreement with
respect to leased properties located at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ between TNEC and ICF and acknowledged by Woodlands
Office
Equities - ’95 Ltd., landlord, and ▇▇▇▇▇ ▇▇▇▇▇▇ d/b/a Koinonia Financial,
tenant.
4. No
later
than 30 days of Closing, copies of Letters in Lieu of Transfer Orders from
ICF
to the purchasers directing them to make all payments directly to the Lockboxes
(as defined in the Master Security Agreement) at the Lockbox Bank (as defined
in
the Master Security Agreement).
5. No
later
than 45 days of Closing, copies of Division Orders reflecting Valen US’s
overriding royalty interests in the Texas Property.
6. No
later
than 45 days of Closing, Copies of Division Orders Reflecting Valens Offshore’s
overriding royalty interests in the Texas Property.
7. No
later
than 60 days of Closing, evidence of acceptance by Railroad Commission of
the
filing of Authorization to Operate and Transfer ▇▇▇▇▇ by Railroad Commission
on
Form P4 and Form P5 promulgated thereby.
8. No
later
than 60 days of Closing, evidence that Deed of Trust has been filed in the
lease
file of the Bureau of Land Management (“BLM”)
for
each of the leases from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Over the Hill Land Services and
DEP
Mineral Services to TNEC.
9. No
later
than 60 days of Closing, evidence of the recording of the assignment with
the
Department of Natural Recourses (“DNR”)
in
Alaska of Lease No. 390722 and Lease No. 390723.
10. No
later
than 90 days of Closing, evidence of approval of BLM of the assignments of
the
leases from ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Over the Hill Land Services and DEP Mineral
Services to TNEC.
11. No
later
than 30 days prior to the commencement of drilling on any leased properties
in
Colorado, a Title Opinion reflecting the interest of TNEC in the drillsite
leases of the Colorado Property.
12. As
soon
as available after Closing, evidence of the recording of the assignment with
the
DNR of Lease ▇▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇. ▇▇▇▇▇▇ and Leases No. 390383; provided,
however, the Companies are only obligated to use their best efforts to obtain
such assignments.
13. As
soon
as available after Closing, final, duly executed landlord waivers with respect
to leased properties of the Companies located at (a) ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇,
▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ and (b) ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇;
provided, however, the Companies are only obligated to use their best efforts
to
obtain such landlord waivers.