BANK ONE, TEXAS, N.A.
910 Travis
Houston, Texas 77002
FIRST AMENDMENT TO PARTICIPATION AGREEMENT
December 16, 1998
BOCP Energy Partners, L.P.
150 E. Gay Street, 24th Floor
Colombus, Ohio 43215
Dear Sirs:
Bank One, Texas, N.A. ("Bank One") has entered into that certain Letter
Loan Agreement dated July 17, 1997 (as from time to time amended,
supplemented or restated, including by the herein defined Current Amendment,
the "Loan Agreement") with Texstar Petroleum, Inc., a Texas corporation
("Borrower"), pursuant to which Borrower executed that certain Promissory
Note dated November 4, 1998 payable to the order of Bank One in the original
principal amount of $10,000,000 (the "Note"). Bank One has submitted to BOCP
Energy Partners, L.P. ("Participant") copies of the Loan Agreement and the
Note (both the original documents and all amendments and supplements thereto,
including that certain Fourth Amendment to Letter Loan Agreement of even date
herewith, which is herein called the "Current Amendment"). Reference is made
to such instruments for descriptions of the rights and obligations of
Borrower and Bank One thereunder, for definitions of terms used therein and
herein and for all other terms and conditions of the Loan Agreement and all
loans and advances thereunder (collectively, the "Loan"), including Tranche A
and Tranche B under the Loan Agreement.
Pursuant to a Participation Agreement dated November 4, 1998 (the
"Original Participation Agreement") Bank One sold, and Participant purchased,
a 100% participation in Tranche B under the Loan Agreement and the related
payment rights under the Note. Bank One and Participant now desires to amend
the Original Participation Agreement as follows:
Section 1. CONSENTS. Participant hereby consents to the Current
Amendment and to the increase of Tranche B, as provided therein, from
$2,000,000 to a maximum of $4,500,000.
Section 2. ADVANCES. Bank One has heretofore made, or within one
day after execution of this First Amendment will make, a second advance under
Tranche B to Borrower in the principal amount of $1,000,000, the making of
which advance is hereby consented to and approved by Participant in all
respects. In consideration of such advance under Tranche B, Participant will,
on the date of such advance, cause immediately available funds in the amount
of such principal amount to be transferred to an account at Bank One
designated by Bank One.
BOCP Energy Partners, L.P.
December 16, 1998
Page 2
Section 3. PRINCIPAL PAYMENT ON TRANCHE A. Unless Tranche A is paid
in full before such time, prior to 11:00 a.m., Houston time, on December 18,
1998, Participant will purchase an additional $1,500,000 interest in Tranche
B by causing immediately available funds in the amount of $1,500,000 to be
transferred to an account at Bank One designated by Bank One, which
$1,500,000 shall be applied to the $1,500,000 principal payment due on
Tranche A on December 18, 1998.
Section 4. NO FURTHER MODIFICATION. As modified hereby to reflect
the increase in Tranche B, the Original Participation Agreement is hereby
ratified and confirmed in all respects.
Yours truly,
BANK ONE, TEXAS, N.A.
By: /s/ Michelle Wolpert
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Name: Michelle Wolpert
Title: V-P
AGREED TO AND ACCEPTED:
BOCP ENERGY PARTNERS, L.P.
By: EnCap Investments L.C., Manager
By: /s/ Robert L. Zorich
-----------------------------------
Robert L. Zorich, Managing Director
Borrower hereby acknowledges receipt of a copy of the foregoing First
Amendment to Participation Agreement and agrees to the terms thereof.
TEXSTAR PETROLEUM, INC.
By: /s/ Prentis B. Tomlinson Jr.
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Name: Prentis B. Tomlinson, Jr.
Title: Chairman and CEO