FIRST AMENDMENT TO LETTER LOAN AGREEMENT
THIS FIRST AMENDMENT TO LETTER LOAN AGREEMENT (this "First Amendment") is
made and entered into as of the 10th day of October, 1997, by and between
TEXSTAR PETROLEUM, INC., a Texas corporation(the "Borrower"), and BANK ONE,
TEXAS, N.A., a national banking association (the "Lender").
WHEREAS, the Borrower and the Lender entered into that certain letter loan
agreement dated July 17, 1997 (the "Loan Agreement");
WHEREAS, the Borrower and the Lender desire to amend certain terms and
provisions of the Loan Agreement, as set forth herein.
NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual covenants and
agreements contained herein, the parties hereto agree as follows:
1. Section 1(a) of the Loan Agreement is deleted in its entirety, and
the following is substituted in its place:
(a) NOTE: Borrower's obligation to repay the Credit Facility
shall be evidenced by its execution of a Promissory Note (the
"Revolving Note") of even date with the First Amendment, payable to
the order of Lender, in the original principal amount of Ten Million
and No/100 Dollars ($10,000,000.00), and in the form attached as
Exhibit "A" to the First Amendment.
2. Section 1(d)of the Loan Agreement is deleted in its entirety, and the
following is substituted in its place:
(d) TERM: Through November 30, 1998 (the "Maturity Date").
3. Section 5(d)of the Loan Agreement is deleted in its entirety, and the
following is substituted in its place:
(d) SECURITY. The Revolving Note and the other indebtedness
hereunder shall be secured by (i) a first and prior lien on the oil
and gas properties of Borrower included in the determination of the
Borrowing Base (collectively, the "Mortgaged Property") and (ii) a
second lien on all oil and gas properties acquired by Borrower with
the proceeds of a loan (the "EnCap Loan") in an amount of up to
$12,000,000.00 from EnCap Energy Capital Fund III, L.P. ("EnCap")
pursuant to a Credit Agreement dated of even date with the First
Amendment between EnCap and Borrower (the "EnCap Credit Agreement"),
and the Promissory Note of Borrower issued thereunder (the "EnCap
Note") including, without limitation, the oil and gas properties
acquired by Borrower from Bean Industries, Inc. ("Seller") pursuant to
that certain Assignment and ▇▇▇▇ of Sale
of even date with the First Amendment executed by Seller to Borrower,
other than (A) the interest in such properties conveyed by Borrower to
EnCap and certain other parties pursuant to a Conveyance of Net Profits
Overriding Royalty Interest (the "Net Profits Conveyance") of even date
with the First Amendment and (B) a similar net profits interest in
any other oil and gas properties acquired by Borrower with the proceeds of
the EnCap Loan, conveyed by Borrower to EnCap and/or certain of its
affiliates.
4. The Lender hereby consents to the following actions being taken
concurrently herewith by the Borrower: (a) The acquisition by Borrower from
Seller of an additional working interest in the Oakvale Dome Prospect,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ County, Mississippi, pursuant to the terms of that certain
Purchase and Sale Agreement of even date with the First Amendment, by and
between Borrower and Seller, and that certain Assignment and ▇▇▇▇ of Sale of
even date with the First Amendment executed by Seller to Borrower, (b) the
assignment by Borrower to EnCap and certain other parties of a net profits
interest in the Oakvale Dome Prospect interests acquired by Borrower from
Seller pursuant to the Net Profits Conveyance,(c) the incurrence by Borrower of
up to $12,000,000.00 in indebtedness to EnCap pursuant to the EnCap Credit
Agreement and the EnCap Note, (d) the granting of a first priority mortgage by
Borrower to EnCap against the Oakvale Dome Prospect interests acquired by
Borrower from Seller and (e) the granting of a second lien mortgage by Borrower
to EnCap against the Mortgaged Property. The Lender hereby waives any default
or event of default under Section 6(e) or 6(f) of the Loan Agreement to the
extent the same is violated as a result of the actions of Borrower consented to
by Lender pursuant to this Section 4. In addition, the Lender hereby waives
any default or event of default under Section 7(c) of the Loan Agreement,
relating to the maximum Debt to Worth Ratio of the Borrower, to the extent the
same is violated as a result of the incurrence of the indebtedness of Borrower
to EnCap described in this Section 4. The actions consented to herein by
Lender, and the waivers of defaults and events of defaults set forth herein by
Lender, are limited specifically to the actions, defaults and events of default
described in this Section 4, and shall not be construed to constitute a consent
to or waiver of any further action, default or event of default that may
currently exist or subsequently arise pursuant to the Loan Agreement.
5. The Borrower hereby covenants and agrees with the Lender that,
simultaneously with the acquisition of any additional oil and gas properties
(or additional interest in oil and gas properties) acquired by Borrower with
the proceeds of the EnCap Loan, Borrower shall grant to Lender a Mortgage, Deed
of Trust, Security Agreement, Assignment of Production and Financing Statement,
in form and substance satisfactory to Lender, covering such oil and gas
properties or interests therein, subject only to a first lien against such
properties or interests in favor of EnCap. In addition, Borrower agrees to
deliver such title and other documentation relating to such properties as may
be requested by Lender. Borrower further agrees to give Lender at least
fifteen (15) days prior written notice of its intention to acquire any such
properties or interest which would be subject to the obligations contained in
this Section 5.
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6. The closing of the transactions contemplated by this First Amendment
is subject to the satisfaction of the following conditions:
(a) All legal matters incident to the transactions herein
contemplated shall be satisfactory to Gardere ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇,
L.L.P., counsel to the Lender;
(b) The Lender shall have received fully executed copies of (i)
this First Amendment, (ii) the Revolving Note, (iii) a Second Lien
Mortgage, Deed of Trust, Assignment of Production, Security Agreement
and Financing Statement, covering the Oakvale Dome Prospect interests
acquired by Borrower from Seller (but subject to the Net Profits
Conveyance), (iv) an Intercreditor Agreement relating to the
indebtedness of Borrower to EnCap, and (v) a Notice of Final
Agreement;
(c) The Lender shall have received an executed copy of
resolutions of the Board of Directors of Borrower, in form and
substance satisfactory to the Lender, authorizing the execution,
delivery and performance of this First Amendment and all documents,
instruments and certificates referred to herein; and
(d) The Lender shall have received a certificate of the
Secretary of Borrower, setting forth the names of the officers of the
Borrower authorized to execute and deliver this First Amendment and
all documents, instruments and certificates referred to herein,
together with the true signatures of such officers.
7. The Borrower hereby reaffirms each of the representations, warranties,
covenants and agreements of the Borrower set forth in the Loan Agreement with
the same force and effect as if each were separately stated herein and made as
of the date hereof. Except as amended hereby, the Loan Agreement shall remain
unchanged, and the terms, conditions and covenants of the Loan Agreement shall
continue and be binding upon the parties hereto.
8. The Borrower hereby agrees that its liability under any and all
documents and instruments executed by the Borrower as security for the Credit
Facility (including, without limitation all mortgages, deeds of trust,
collateral assignments, assignments of production, security agreements and
financing statements executed by the Borrower for the benefit of the Lender)
shall not be reduced, altered, limited, lessened or in any way affected by the
execution and delivery of this First Amendment or any of the instruments or
documents referred to herein, except as specifically set forth herein or
therein, that all of such documents and instruments are hereby renewed,
extended, ratified, confirmed and carried forward by the Borrower in all
respects, that all of such documents and instruments shall remain in full force
and effect
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and are and shall remain enforceable against the Borrower in accordance with
their terms and that all of such documents and instruments shall cover all
indebtedness of the Borrower to the Lender described in the Loan Agreement as
amended hereby.
9. Each of the terms defined in the Loan Agreement is used in this First
Amendment with the same meaning, except as otherwise indicated in this First
Amendment. Each of the terms defined in this First Amendment is used in the
Loan Agreement with the same meaning, except as otherwise indicated in the Loan
Agreement.
10. THIS FIRST AMENDMENT SHALL BE DEEMED TO BE A CONTRACT UNDER, SUBJECT
TO, AND SHALL BE CONSTRUED FOR ALL PURPOSES IN ACCORDANCE WITH THE LAWS OF THE
STATE OF TEXAS.
11. THIS LOAN AGREEMENT, AS AMENDED, REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
IN WITNESS WHEREOF, the parties have caused this First Amendment to be
executed by their duly authorized officers as of the day and year first above
written.
TEXSTAR PETROLEUM, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------
Title: Chairman
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BANK ONE, TEXAS, N.A.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
------------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
-------------------------------
Title: Senior Vice President
------------------------------
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The undersigned Guarantors join in the execution of this First Amendment to
evidence that they hereby agree and consent to all of the matters contained in
this First Amendment and further agree that (i) their liability under those
certain Guaranty Agreements dated July 17, 1997, executed by such Guarantors for
the benefit of the Lender (the "Guarantys") shall not be reduced, altered,
limited, lessened or in any way affected by the execution and delivery of this
First Amendment or any of the instruments or documents referred to herein by the
parties hereto, except as specifically set forth herein or therein, (ii) each
Guaranty is hereby renewed, extended, ratified, confirmed and carried forward in
all respects, (iii) each Guaranty is and shall remain in full force and effect
and is and shall remain enforceable against each Guarantor in accordance with
its terms and (iv) each Guaranty shall cover all indebtedness of the Borrower to
the Lender described in the Loan Agreement as amended hereby.
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
BENZ ENERGY LTD.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
----------------------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-----------------------------------------
Title: Chairman
----------------------------------------
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇.
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., Trustee of and on
behalf of The ▇▇▇▇▇▇▇▇ Trust, The Ruston Trust and
The Houston Trust, created by Trust Agreements
dated January 14, 1987, executed by ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, as Grantor and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇,
▇▇., as Trustee
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
-------------------------------------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, Trustee of and on behalf of
The Starbucks Trust created by Trust Agreement
dated January 17, 1996, executed by ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, as Grantor and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as
Trustee
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EXHIBIT A
P R O M I S S O R Y N O T E
$10,000,000.00 October ___, 1997
FOR VALUE RECEIVED, after date, without grace, in the manner, on the dates
and in the amounts so herein stipulated, the undersigned, TEXSTAR PETROLEUM,
INC., a Texas corporation ("Borrower"), PROMISES TO PAY TO THE ORDER OF BANK
ONE, TEXAS, N.A., a national banking association ("Lender"), in Houston, ▇▇▇▇▇▇
County, Texas, the sum of TEN MILLION AND NO/100 DOLLARS ($10,000,000) or, if
less, the aggregate unpaid principal amount of advances made by Lender to
Borrower pursuant to this Promissory Note (this "Note"), in lawful money of the
United States of America, which shall be legal tender in payment of all debts
and dues, public and private, at the time of payment, and to pay interest on
the advanced and unpaid principal amount from date until maturity at a rate
equal to the Base Rate (hereinafter defined) plus two percent (2%) per annum
("Stated Rate"), not to exceed the maximum non-usurious interest rate permitted
by applicable law from time to time in effect as such law may be interpreted,
amended, revised, supplemented or enacted ("Maximum Rate"), provided that if at
any time the Stated Rate exceeds the Maximum Rate then interest hereon shall
accrue at the Maximum Rate. In the event the Stated Rate subsequently decreases
to a level less than the Maximum Rate or if the Maximum Rate applicable to this
Note should subsequently be increased to a level greater than the Stated Rate,
then, in either case, interest hereon shall thereafter accrue at a rate equal
to the applicable Maximum Rate until the aggregate amount of interest accrued
through the term of this Note equals the aggregate amount of interest which
would have accrued at the Stated Rate without regard to any usury limit, at
which time interest hereon shall again accrue at the Stated Rate.
This Note is payable as follows:
1. Accrued and unpaid interest shall be due and payable on the first
day of each month, commencing November 1, 1997.
2. All accrued and unpaid interest and unpaid principal shall be due
and payable on November 30, 1998.
All payments under this Note shall be applied first against the accrued and
unpaid interest hereon and the remainder against the principal balance hereof.
This Note is subject to mandatory prepayments, as set forth in the Loan
Agreement (hereinafter defined). In addition, Borrower may prepay this Note, in
whole or in part, at any time prior to maturity without penalty, and interest
shall cease on any amount
prepaid. Any partial prepayment shall be applied toward the payment of the
principal installments last maturing on the Note, that is, in the inverse order
of maturity, without reducing the amount or time of payment of the remaining
installments.
Any check, draft, money order or other instrument given in payment of all
or any part hereof may be accepted by Lender and handled in collection in a
customary manner, but same shall not constitute payment hereof or diminish any
rights of Lender except to the extent that actual cash proceeds of such
instrument are unconditionally received by Lender.
It is agreed that time is of the essence of this agreement. In the event of
default in the payment of any installment of principal or interest when due or
in the event of any other default hereunder, Lender may accelerate and declare
this Note immediately due and payable without notice. Any failure to exercise
this option shall not constitute a waiver by Lender of the right to exercise
the same at any other time.
In the event of default in the making of any payment herein provided,
either of principal or interest, or in the event this Note is declared due,
interest hereunder shall accrue at the Maximum Rate.
Borrower hereby agrees to pay all expenses, including reasonable attorneys'
fees, all of which shall become a part of the principal hereof, incurred by
Lender if this Note is placed in the hands of an attorney for collection or if
collected by suit or through any probate, bankruptcy or any other legal
proceedings.
Interest charges will be calculated on amounts advanced hereunder on the
actual number of days the amounts are outstanding on the basis of a 365-day or
366-day year, as is applicable.
It is expressly stipulated and agreed to be the intent of Borrower and
Lender to comply with applicable Texas law governing the maximum non-usurious
rate or amount of interest payable on or in connection with this Note (or
applicable United States federal law to the extent that it permits Lender to
contract for, charge, take, reserve or receive a greater amount of interest
than under Texas law). Accordingly, it is agreed that notwithstanding any
provision to the contrary in this Note, or in any of the documents securing
payment hereof or otherwise relating hereto, no such provision shall require
the payment or permit the collection of interest at a rate in excess of the
Maximum Rate. If any excess of interest in such respect is provided for, or
shall be judicially interpreted to be so provided for, in this Note or in any
of the documents securing payment hereof or otherwise relating hereto, or if
the acceleration of the maturity of this Note or any prepayment by Borrower
results in Borrower's having paid any interest in excess of that permitted by
applicable law, then in any such event,
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it is the express intent of Borrower and Lender that (1) the provisions of this
paragraph shall govern and control, (2) neither Borrower nor any other person
primarily liable on this Note, nor their respective heirs, legal
representatives, successors or assigns, shall be obligated to pay the amount of
such interest to the extent that it is in excess of the Maximum Rate, (3) any
such excess which may have been collected shall be either applied as a credit
against the then unpaid amount hereof or refunded to Borrower, and (4) the
provisions of this Note and any documents securing payment of this Note shall
be automatically deemed reformed and the amounts thereafter collectible
thereunder reduced, without the necessity of the execution of any new document,
so that the effective rate of interest shall be reduced to the Maximum Rate.
For the purpose of determining the maximum amount of interest permitted to be
charged or collected hereunder, all sums paid or agreed to be paid to Lender
for the use, forbearance or detention of the proceeds of this Note shall be
amortized, prorated, allocated and spread throughout the full term of this Note
so that the rate or amount of interest on account of this Note is uniform
throughout the term hereof and does not exceed the applicable usury ceiling.
Borrower agrees that the Maximum Rate to be charged or collected pursuant
to this Note shall be the applicable weekly ceiling referred to in the Texas
Finance Code, provided that Lender may rely on other applicable laws, including
without limitation laws of the United States, for calculation of the Maximum
Rate if the application thereof results in a greater Maximum Rate. Except as
provided above, the provisions of this Note shall be governed by the laws of
the State of Texas.
Borrower and each other person who is a maker, surety, guarantor or
endorser of this Note hereby waives demand, grace, notice, presentment for
payment, notice of intention to accelerate the maturity hereof, notice of the
acceleration of the maturity hereof and protest, and agrees that this Note and
the liens securing its payment may be renewed, and the time of payment
extended, from time to time, without notice and without releasing any of the
foregoing. As additional security for all amounts owed by Borrower to Lender,
Borrower hereby grants to Lender a lien and security interest on (and the
express right of setoff against) any of Borrower's funds which may from time to
time be deposited with or in the possession of Lender.
As used in this Note, the term "Base Rate" shall mean at any time the
variable rate of interest then most recently announced publicly by Lender (or
any successor to all or substantially all of its assets) as its base rate of
interest and, without notice to Borrower or any other person, such rate of
interest shall change as and when changes in that base rate of interest are
announced.
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The principal of this Note represents funds which Lender may advance to
Borrower, pursuant to and subject to the Loan Agreement, from time to time upon
request of Borrower. Any part of the principal may be repaid by Borrower and
thereafter reborrowed, provided the outstanding principal amount of this Note
shall never exceed the face amount of this Note. Each advance shall constitute
a part of the principal hereof and shall bear interest from the date of the
advance. The provisions of Chapter 346 of the Texas Finance Code, as the same
may be amended, shall not apply to this Note or to any of the Security
Documents.
Borrower has acquired various oil and gas properties which are described in
one or more of the Security Documents (hereinafter defined). The acquisition of
such oil and gas properties was made subject to certain indebtedness of Texstar
Petroleum, L.L.C. ("Texstar L.L.C.") to Lender, including, without limitation,
the indebtedness pursuant to that certain $750,000.00 Promissory Note dated
July 3, 1996, executed by Texstar L.L.C. and payable to the order of Lender. A
portion of the principal of this Note represents funds which will be used to
repay the indebtedness of Texstar L.L.C. secured by the existing liens on such
oil and gas properties of Borrower, including the indebtedness pursuant to the
above-described $750,000.00 Promissory Note, and the liens securing the payment
of such note, which burden the interests acquired by Borrower, are not
released, but are hereby ratified and hereby carried forward to secure this
Note.
This Note is the Revolving Note referred to in, subject to, and is entitled
to the benefits of and security afforded by the following documents (the
"Security Documents"):
(a) that certain letter loan agreement dated July 17, 1997
between Borrower and Lender, as amended by that certain First Amendment
to Letter Loan Agreement of even date herewith between Borrower and
Lender (said letter loan agreement, as amended and as it may be further
amended, modified or supplemented from time to time, is referred to
herein as the "Loan Agreement");
(b) those certain Second Lien Mortgages, Deeds of Trust, Assignments
of Production, Security Agreements and Financing Statements of even date
herewith, executed by Borrower for the benefit of Lender and covering
certain oil and gas properties in ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and _____________
Counties, Mississippi;
(c) those certain Mortgages, Deeds of Trust, Assignments of Production,
Security Agreements and Financing Statements dated July 17, 1997, executed
by Borrower for the benefit of Lender and covering certain oil and gas
properties in ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇ Counties, Mississippi;
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(d) those certain Mortgages, Collateral Assignments, Security
Agreements and Financing Statements dated July 17, 1997, executed by
Borrower for the benefit of Lender and covering certain oil and gas
properties in Ascension and Iberville Parishes, Louisiana;
(e) that certain Mortgage, Collateral Assignment, Security Agreement
and Financing Statement dated September 14, 1995, executed for the
benefit of Lender by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. (the "Trustee"), Trustee
of and on behalf of The ▇▇▇▇▇▇▇▇ Trust, The Ruston Trust and The Houston
Trust, created by Trust Agreements dated January 14, 1987, executed by
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., as
Trustee, covering certain oil and gas properties in Iberville Parish,
Louisiana, and filed for record under Mortgage Book 290, Entry 315 of the
Mortgage Records of Iberville Parish, Louisiana, as the same has been
amended by that certain Supplemental Mortgage, Deed of Trust and
Modification Agreement dated July 3, 1996 among the Trustee, Texstar
L.L.C., ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇. ("▇▇▇▇▇▇▇▇▇") and Lender, filed for
record under Mortgage Book 296, Entry 168 of the Mortgage Records of
Iberville Parish, Louisiana, and by that certain Supplemental Mortgage,
Collateral Assignment, Security Agreement and Financing Statement dated
July 17, 1997 among the Trustee, Texstar L.L.C., Borrower and Lender;
(f) that certain Mortgage, Collateral Assignment, Security Agreement
and Financing Statement dated July 3, 1996, executed by Texstar, L.L.C.
for the benefit of Lender, covering certain oil and gas properties in
Iberville Parish, Louisiana and filed for record under Mortgage Book 296,
Entry 169 of the Mortgage Records of Iberville Parish, Louisiana, as the
same has been amended by that certain Supplemental Mortgage, Collateral
Assignment, Security Agreement and Financing Statement dated July 24,
1996 among Texstar L.L.C., ▇▇▇▇▇▇▇▇▇ and Lender, filed for record under
Mortgage Book 297, Entry 102 of the Mortgage Records of Iberville Parish,
Louisiana, that certain Supplemental Mortgage, Collateral Assignment,
Security Agreement and Financing Statement dated August 5, 1996, among
Texstar L.L.C., ▇▇▇▇▇▇▇▇▇ and Lender, filed for record under Mortgage
Book 297, Entry 103 of the Mortgage Records of Iberville Parish,
Louisiana, and that certain Supplemental Mortgage, Collateral Assignment,
Security Agreement and Financing Statement dated July 17, 1997 among
Texstar L.L.C., Borrower and Lender;
(g) that certain Mortgage, Collateral Assignment, Security Agreement
and Financing Statement dated
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September 14, 1995, executed by the Trustee for the benefit of Lender,
covering certain oil and gas properties in Ascension Parish, Louisiana,
and filed for record under Clerk's File No. 363153 of the Real Property
Records of Ascension Parish, Louisiana, as the same has been amended by
that certain Supplemental Mortgage, Deed of Trust and Modification
Agreement dated July 3, 1996 among the Trustee, Texstar L.L.C., ▇▇▇▇▇▇▇▇▇
and Lender, filed for record under Clerk's File No. 375873 of the Real
Property Records of Ascension Parish, Louisiana, that certain
Supplemental Mortgage, Collateral Assignment, Security Agreement and
Financing Statement dated August 5, 1996, among Texstar L.L.C., ▇▇▇▇▇▇▇▇▇
and Lender, filed for record under Clerk's File No. 377497 of the Real
Property Records of Ascension Parish, Louisiana, and by that certain
Supplemental Mortgage, Collateral Assignment, Security Agreement and
Financing Statement dated July 17, 1997 among the Trustee, Texstar
L.L.C., Borrower and Lender;
(h) that certain Guaranty Agreement dated July 17, 1997, executed by
Benz Energy Ltd. for the benefit of Lender;
(i) that certain Guaranty Agreement dated July 17, 1997, executed by
▇▇▇▇▇▇▇▇▇ for the benefit of Lender;
(j) that certain Guaranty Agreement dated July 17, 1997, for the
benefit of Lender, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., Trustee of and on
behalf of The ▇▇▇▇▇▇▇▇ Trust, The Ruston Trust and The Houston Trust,
created by Trust Agreements dated January 14, 1987, executed by ▇▇▇▇▇▇▇▇ ▇.
▇▇▇▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, ▇▇., as Trustee; and
(k) that certain Guaranty Agreement dated July 17, 1997, executed by
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee of and on behalf of The Starbucks Trust,
created by Trust Agreement dated January 17, 1996, executed by ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇, as Grantor, and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, as Trustee, for the benefit of
Lender.
This Note is subject to the provisions contained in the Security Documents
which, among other things, provide for the acceleration of the maturity hereof
upon the occurrence of certain events.
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Borrower represents and warrants that this loan is for business, commercial,
investment or other similar purpose and not primarily for personal, family,
household or agricultural use.
TEXSTAR PETROLEUM, INC.
By:
-----------------------------------
Name:
------------------------------
Title:
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