<PAGE> 1
EXHIBIT 10.1
FIRST AMENDMENT TO
LOAN AGREEMENT DATED MAY 5, 2000
BY AND AMONG
VENUS EXPLORATION, INC.
AND BANK ONE, TEXAS, N.A.
This First Amendment to Loan Agreement dated May 5, 2000 (this
"First Amendment") by and between VENUS EXPLORATION, INC. (the "Borrower") and
BANK ONE, TEXAS, N.A., a national banking association (the "Bank") is entered
into effective on the 25th day of August 2000.
WITNESSETH:
Borrower and Bank entered into a Loan Agreement dated May 5,
2000 (the "Loan Agreement").
Borrower and Bank desire to amend the Loan Agreement and
certain of the Loan Documents in accordance with Sections 5.11 of the Loan
Agreement.
NOW, THEREFORE, in consideration of the promises herein
contained, the mutual benefits to be derived herefrom and other good and
valuable consideration received by each party, and each intending to be legally
bound hereby, the parties agree as follows:
I. Amendments to Loan Agreement.
Article I of the Loan Agreement is hereby amended by adding
the following defined terms:
"First Amendment" means that certain First Amendment to this
Agreement dated August 8, 2000.
Article I of the Loan Agreement is hereby further amended by
replacing the following defined terms as follows:
"Loan Documents" means this Agreement, the Note, the Security
Instruments, the Hedge Agreement entered into pursuant to
Section 5.36 of this Agreement, all other Hedge Agreements
entered into between Borrower and Bank or any Affiliate of
Bank, and all other promissory notes, security agreements, and
other instruments, documents, and agreements executed and
delivered pursuant to or in connection with this Agreement, as
such instruments, documents, and agreements may be amended,
modified, renewed, extended, or supplemented from time to
time.
<PAGE> 2
"Obligations" means all obligations, indebtedness, and
liabilities of the Borrower to the Bank, now existing or
hereafter arising, whether direct, indirect, related,
unrelated, fixed, contingent, liquidated, unliquidated, joint,
several, or joint and several, including, without limitation,
the obligations, indebtedness, and liabilities of the Borrower
under this Agreement, the other Loan Documents and the
documents assigned pursuant to the Assignment of Notes and
Liens, and all interest accruing thereon and all attorneys'
fees and other expenses incurred in the administration,
enforcement or collection thereof.
II. Amendment to Security Agreement. Section 2 of that certain Security
Agreement, Pledge and Financing Statement dated May 5, 2000 between Borrower and
Bank (the "Security Agreement"), such Security Agreement being one of the
Security Instruments executed and delivered pursuant to the Loan Agreement, is
amended by replacing the text immediately prior to the colon on the sixth line
of that Section to read as follows:
The Debtor hereby grants to Secured Party, to secure the
Obligations (as that term is defined in the Loan Agreement)
including, without limitation, the payment and performance in
full of all of the Indebtedness, a security interest in and a
lien on and so pledges and assigns to Secured Party all of the
Debtor's right, title and interest in, to and under the
following properties, assets and rights, in each case,
wherever located, all accessions and additions thereto, all
substitutions and replacements therefor, and all proceeds and
products thereof (all of the same being hereinafter called the
"Collateral")
III. Amendments to Wells Fargo Instruments. The Wells Fargo Security Instruments
shall continue in force and effect to secure the Obligations of Borrower
pursuant to the Loan Agreement, as hereby amended, and any reference to the
"Secured Indebtedness" or other descriptions of the obligations, indebtedness or
liabilities of Borrower secured by any such Wells Fargo Security Instruments
shall be deemed to refer to the Obligations of Borrower pursuant to the Loan
Agreement, as hereby amended. The Wells Fargo Security Instruments and other
documents and instruments assigned to Bank pursuant to the Assignment of Notes
and Liens, such assignment having been recorded as set forth on Exhibit "A"
attached hereto, are hereby amended by replacing the reference to Wells Fargo
Bank (Texas), N.A., whether as "Bank," "Lender," "Secured Party," "Mortgagee,"
"Beneficiary," "Assignee," "Grantee," "Payee" or "Trustee," together with its
address thereof, with Bank One, Texas, NA, 910 Travis, 6th Floor, Houston, Texas
77002, except that the reference to David Massin, as Trustee, together with his
address thereof, in (i) each Mortgage, Deed of Trust, Assignment of Production,
Security Agreement and Financing Statement and (ii) each Mortgage, Credit Line,
Deed of Trust, Assignment of Production, Security Agreement and Financing
Statement listed on Exhibit "A" to the Assignment of Notes and Liens (as the
same may have been amended) is amended to refer to Arthur R. Gralla, whose
address is 910 Travis, 6th Floor, Houston, Texas 77002 who is hereby appointed
as successor Trustee under such mortgage documents described above.
<PAGE> 3
IV. Reaffirmation of Representations and Warranties. To induce the Bank to enter
into this First Amendment, Borrower hereby reaffirms, as of the date hereof, its
representations and warranties contained in Article IV of the Loan Agreement and
in all other documents executed pursuant thereto, and additionally represents
and warrants as follows:
A. The execution and delivery of this First Amendment and the
performance by the Borrower of its obligations under this First
Amendment are within Borrower's power, have been duly authorized by all
necessary corporate action, have received all necessary governmental
approval (if any shall be required), and do not and will not contravene
or conflict with any provision of law or of the certificate of
incorporation, the articles of incorporation or bylaws of Borrower or
of any agreement binding upon Borrower.
B. This First Amendment represents the legal, valid and binding
obligations of Borrower enforceable against Borrower in accordance with
its terms subject as to enforcement only to bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting the
enforcement of creditors' rights generally.
C. Since the date of the Loan Agreement, no change, event or state of
affairs has occurred and is continuing which would constitute an Event
of Default or an Unmatured Event of Default.
V. Defined Terms. Terms used herein that are defined in the Loan Agreement shall
have the same meanings herein, unless the context otherwise requires.
VI. Reaffirmation of Loan Agreement. This First Amendment shall be deemed to be
an amendment to the Loan Agreement, and the Loan Agreement, as amended hereby,
is hereby ratified, adopted and confirmed in each and every respect.
VII. Governing Law. THIS FIRST AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS AND THE APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. This First Amendment has been entered into in Harris
County, Texas, and it shall be performable for all purposes in Harris County,
Texas. Courts within the State of Texas shall have jurisdiction over any and all
disputes between the Borrower and the Bank, whether in law or equity, including,
but not limited to, any and all disputes arising out of or relating to this
First Amendment or any other Loan Documents; and venue in any such dispute
whether in federal or state court shall be laid in Harris County, Texas.
VIII. Severability. Whenever possible each provision of this First Amendment
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision of this First Amendment shall be prohibited
by or invalid under applicable law, such provision
<PAGE> 4
shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this
First Amendment.
IX. Execution in Counterparts. This First Amendment may be executed in any
number of counterparts and by the different parties on separate counterparts on
different dates, and each such counterpart shall be deemed to be an original,
but all such counterparts shall together constitute but one and the same
agreement.
X. Section Captions. Section captions used in this First Amendment are for
convenience of reference only, and shall not affect the construction of this
First Amendment.
XI. Successors and Assigns. This First Amendment shall be binding upon the
Borrower, the Bank and its respective successors and assigns, and shall inure to
the benefit of the Borrower, the Bank and the respective successors and assigns
of the Bank.
XII. Non-Application of Chapter 346 of Texas Finance Code. The provisions of
Chapter 346 of the Texas Finance Code (which regulates certain revolving loan
accounts and revolving tri- party accounts) are specifically declared by the
parties hereto not to be applicable to this First Amendment or any of the other
Loan Documents or to the transactions contemplated hereby.
XIII. NOTICE OF FINAL AGREEMENT. THE WRITTEN LOAN AGREEMENT, AS HEREBY AMENDED,
REPRESENTS THE FINAL AGREEMENT AMONG THE BANK AND BORROWER 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 hereto have caused this First Amendment
to be duly executed as of the day and year first above written.
BORROWER:
VENUS EXPLORATION, INC.
By:
Eugene L. Ames, Jr.
Chairman and Chief Executive Officer
BANK:
BANK ONE, TEXAS, N.A.
By:
Jonathan Gregory
Vice President
<PAGE> 5
STATE OF TEXAS )
) )
COUNTY OF HARRIS )
This instrument was acknowledged before me on August ___, 2000 by Eugene L.
Ames, Jr., Chairman and Chief Executive Officer of Venus Exploration, Inc., a
Delaware corporation, on behalf of said corporation.
------------------------------------
Notary Public, State of Texas
STATE OF TEXAS )
) )
COUNTY OF HARRIS )
This instrument was acknowledged before me on August ___, 2000, by Jonathan
Gregory, Vice President of Bank One, Texas, N.A., a national banking
association, on behalf of said national banking association.
------------------------------------
Notary Public, State of Texas
<PAGE> 6
EXHIBIT "A"
RECORDING SCHEDULE
<TABLE>
<CAPTION>
RECORDING
STATE COUNTY DOCUMENT INFORMATION
===== ====== ======== ===========
<S> <C> <C> <C>
Alabama Fayette Assignment of Notes, Liens & 5/19/00
Security Interests Bk 2000/Pg 442
Kansas Seward Assignment of Notes, Liens & 5/15/00 #1387
Security Interests Vol 516/Pg 635
Miscellaneous Records
Oklahoma Grady Assignment of Notes, Liens & 5/15/00 #6399
Security Interests Bk 3198/Pg 148
Latimer Assignment of Notes, Liens & 5/15/00 #001720
Security Interests Bk 0556/Pg 0584
Seminole Assignment of Notes, Liens & 5/15/00 #4719
Security Interests Bk 2276/Pg 251
Texas Atascosa Assignment of Notes, Liens & 5/11/00 #37214
Security Interests Bk 143/Pg 892
Crane Assignment of Notes, Liens & 5/11/00 #78514
Security Interests Vol 415/Pg 564
Crockett Assignment of Notes, Liens & 5/12/00 #131960
Security Interests Vol 582/Pg 769
Fort Bend Assignment of Notes, Liens & 5/15/00 #2000039036
Security Interests
Freestone Assignment of Notes, Liens & 5/11/00 #0003147
Security Interests Vol 1116/Pg 130
Hansford Assignment of Notes, Liens & 5/11/00 #58783
Security Interests Vol 273/Pg 596
Jasper Assignment of Notes, Liens & 5/15/00 #135250
Security Interests Vol 558/Pg 502
Lipscomb Assignment of Notes, Liens & 5/11/00 #30952
Security Interests Vol 392/Pg 83
Upton Assignment of Notes, Liens & 5/11/00 #0124948
Security Interests Vol 00690/Pg 00444
</TABLE>
<PAGE> 7
<TABLE>
<S> <C> <C> <C>
Wharton Assignment of Notes, Liens & 5/12/00 #204662
Security Interests Vol 367/Pg 492
Utah Duchesne Assignment of Notes, Liens & 5/12/00 #340683
Security Interests Bk M0292/Pg 527
Uintah Assignment of Notes, Liens & 5/16/00 Bk 731/Pg 481
Security Interests #2000002755
W. Virginia Barbour Assignment of Notes, Liens & 5/18/00 #16941
Security Interests Bk 7/Pg 458
</TABLE>
