Amendment to
Master Services Agreement dated April 1, 2004
And to
Loan Agreement dated March 22, 2004
The undersigned acknowledge and agree to the following amendments to (i)
Master Services Agreement ("Master Services Agreement") dated April 1, 2004, as
modified, between Optionable, Inc. ("OPEX") and Capital Energy Services, LLC
("CES") and (ii) Loan Agreement ("Loan Agreement") dated March 22, 2004, as
modified, between OPEX and Mark Nordlicht ("Nordlicht").
1. Capitalized terms not defined herein shall have the meanings ascribed to them
in the Master Services Agreement or the Loan Agreement, as the case may be.
2. The Master Services Agreement is hereby amended by deleting Section
2(e)iii.1. thereof and inserting the following in its place and stead:
1. The Repayment Allocation is defined as follows; A percentage,
established at the discretion of the Finance Committee of OPEX, of
OPEX's cash flows from operating activities adjusted for purchases of
property and equipment, on a quarterly basis ("Adjusted Cash Flow").
The Repayment Amount may be greater than the Adjusted Cash Flow. In
establishing this amount, the Finance Committee will consider, among
other financial metrics, significant anticipated expenditures and
working capital needs, overall financial position and such other
factors as it deems appropriate.
3. The Loan Agreement is hereby amended by deleting Section 2c.1. thereof and
inserting the following in its place and stead:
1. The Repayment Allocation is defined as follows; A percentage,
established at the discretion of the Finance Committee of the
Borrower, of the Borrower's cash flows from operating activities
adjusted for purchases of property and equipment, on a quarterly
basis("Adjusted Cash Flow"). The Repayment Amount may be greater than
the Adjusted Cash Flow.. In establishing this amount, the Finance
Committee of the Borrower will consider, among other financial
metrics, significant anticipated expenditures and working capital
needs, overall financial position and such other factors as it deems
appropriate.
4. Other than as so modified, the Master Services Agreement and the Loan
Agreement remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly
executed and delivered as of April 10, 2006.
OPTIONABLE, INC.
By: /s/ Albert Helmig
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Name: Albert Helmig
Title: Director
CAPITAL ENERGY SERVICES, LLC
By: /s/ Kevin P. Cassidy
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Name: Kevin P.Cassidy
Title: Managing Director
By: /s/ Kevin P. Cassidy
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Name: Kevin P. Cassidy
By: /s/ Mark Nordlicht
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Name: Mark Nordlicht
By: /s/ Edward J. O'Connor
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Name: Edward J. O'Connor