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Exhibit 10.1

AMENDMENT DATED DECEMBER 14, 2015, TO THE SECOND

AMENDED LETTER LOAN AGREEMENT AND THE SECOND AMENDED

PROMISSORY NOTE, BOTH DATED NOVEMBER 13, 2014

This Amendment to that certain Second Amended Letter Loan Agreement and that certain Second Amended Promissory Note, both dated December 13, 2014, between Lucas Energy, Inc. (“ LEI ”), and Louise H. Rogers, an individual as her separate property (“ Rogers ”), is entered into and made effective on this 14th day of December, 2015. This document is referred to as the “ December 2015 Amendment. ”

Recitals

On or about November 18, 2014, to be effective November 13, 2014, LEI and Rogers (collectively, the “ Parties ”) entered into the Second Amended Letter Loan Agreement (“ 2d LLA ”) and the Second Amended Promissory Note (“ 2d Note ”). On August 12, 2015, the Parties entered into an additional amendment to the 2d Note and 2d LLA extending the maturity date to September 13, 2015, and including other changes and on August 28, 2015, the Parties entered into an additional amendment to the 2d Note and 2d LLA extending the maturity date to September 13, 2015, and including other changes. All references to the 2d LLA and the 2d Note include the August 12, 2015 and August 28, 2015, amendment.

The Parties desire to clarify and confirm certain terms and conditions of the 2d LLA and the 2d Note as set forth below.

All capitalized terms in this December 2015 Amendment shall have the meaning given in this document, and if not defined in this document, they shall have the meaning given in the 2d LLA in its Schedule A entitled “ Definitions. ”

Terms of December 2015 Amendment

In recognition of the facts set forth above and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged by the Parties, the Parties agree as follows:

1.	LEI has previously formed CATI Operating LLC as a Texas limited liability company and which is a wholly-owned subsidiary of LEI (“ CATI ”).

2.

Promptly following the date of this December 2015 Amendment, LEI shall transfer to CATI all of its oil and gas interests as listed in Exhibit A to this December 2015 Amendment and which is incorporated by reference in this December 2015 Amendment for all purposes.  LEI warrants and represents that the list contained in Exhibit A is exhaustive and complete.  LEI shall contemporaneously transfer to CATI all other assets listed on the Equipment Inventory attached to this December 2015 Amendment as Exhibit B and which is incorporated by reference into this December 2015 Amendment for all purposes.  LEI warrants and represents that the equipment list contained in Exhibit B is exhaustive and complete.  LEI understands and agrees that if it discovers any assets of oil and gas interests, equipment, or other significant asset (with “significant” determined at the reasonable discretion of counsel for Rogers), LEI shall immediately take all steps necessary to transfer those assets to CATI.  All of these transfers of assets are referred to in this December 2015 Amendment as the “ Transfer .”  LEI further warrants and represents that the oil and gas interests and the equipment listed in Exhibits A and B constitute substantially all of the assets of LEI as of December 14, 2015.

 

 

 

3.

Following the Transfer, Rogers shall have no right to foreclose upon or to take any other actions whatsoever against LEI (at the Nevada parent company level), in connection with the occurrence of an event of default, events of defaults, or other breaches or failures to comply with the terms of the 2d LLA, the 2d Note, or any of the other Loan Documents, by LEI (each a “ Default ”), Rogers shall refrain from taking any actions against LEI (at the Nevada parent company level), and instead Rogers shall take any and all actions in connection with a Default solely against CATI and its assets.  All rights, remedies, and obligations of LEI under the 2d LLA, the 2d Note, and all other Loan Documents entered into between Rogers and LEI are assigned and transferred to CATI.  All rights and remedies that Rogers previously had against LEI she now has against CATI, as amended by this December 2015 Amendment.

4.

Upon CATI’s execution of any and all documents necessary to effect the assignment of the Loan Documents and the Transfer, any and all security interests, mortgages, and other similar documents and terms of the 2d LLA, the 2d Note, and any of the other Loan Documents, which encumber the assets or operations of LEI (at the Nevada parent company level) shall solely encumber the assets and operations of CATI.  LEI shall ensure CATI executes any and all documents deemed necessary by counsel for Rogers to effect the assignment and Transfer.  LEI will enter into any other documents, agreements, and confirmations that Rogers reasonably requests to memorialize and document the intent of the parties by their entry into this Agreement.

5.

Upon CATI’s execution of any and all documents necessary to effect the assignment of the Loan Documents and the Transfer, Rogers shall provide Lucas authority to terminate any and all UCC financing statements in place encumbering LEI or its assets (at the Nevada parent company level) and Rogers will enter into any other documents, agreements, and confirmations that LEI reasonably requests to memorialize and document the intent of the parties by their entry into this Agreement.

6.	Upon CATI’s execution of any and all documents necessary to effect the assignment of the Loan Documents and the Transfer, Rogers may record any and all UCC-1s she deems necessary against CATI and CATI’s assets.

7.	Upon the effective date of the Transfer, CATI shall assume all obligations of LEI under all of the Loan Documents.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

This December 2015 Amendment is intended to be a part of the 2d LLA and the 2d Note (and all of the other Loan Documents), effective as of December 14, 2015.

LEI and Rogers have duly executed this December 2015 Amendment as of the 14th day of December, 2015.

The parties agree that electronic signatures shall bind them to the same extent as an original signature.  This December 2015 Amendment may be executed in multiple counterparts, which together create a single document.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amendment Dated December 14, 2015, to the Second Amended Letter Loan
Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014
Rogers - LEI/December 14, 2015	Page  3 of 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 10.2

 

ASSIGNMENT AND BILL OF SALE

State of Texas	§
	§
County of Gonzales	§

KNOW ALL MEN BY THESE PRESENTS:

THAT for and in consideration of the sum of Ten Dollars ($10) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned, Lucas Energy, Inc.,  450 Gears Road, Suite 780, Houston, TX  77067 (hereinafter referred to as “Assignor”), subject to the remaining terms and provisions contained herein, does hereby BARGAIN, SELL, TRANSFER, ASSIGN and CONVEY to CATI Operating, LLC, a wholly owned subsidiary of Assignor (hereinafter referred to as “Assignee”), whose address is 450 Gears Road, Suite 780, Houston, TX  77067, its successors and assigns, the following:

 

 

(1)

All right, title and interest of Assignor in and to the oil, gas and mineral leases, oil and gas leases, oil, gas, and associated hydrocarbons leases and oil, gas and hydrocarbons leases described on Exhibit “A” attached hereto and made a part a part hereof for all purposes, which leases, as amended and/or ratified, are hereinafter referred to collectively as the “Leases,” INSOFAR AND ONLY INSOFAR as each such Lease covers the lands as to which such Lease remains in force and effect (which lands are hereinafter referred to collectively as the “Subject Lands”); all right, title and interest of Assignor in and to the various wells more particularly described on Exhibit “A” hereto (hereinafter referred to as the “Wells”); the undivided interests in and to all of the property and rights incident thereto, including, without limitation, all fixtures, personal property and equipment located thereon or used or obtained in connection with each of the Wells (hereinafter referred to collectively as the “Equipment”) including but not limited to the items described on Exhibit “A-1”; together with the undivided interests in and to all of the costs, expenses, losses, liabilities, damages, fines, penalties, charges, claims, demands, lawsuits, causes of action, appeals, judgments and diminutions in value, of any and every kind, nature and/or character which in any way cover, affect, pertain and/or relate, either directly or indirectly, with Assignor's interest in and to the Leases, the Subject Lands, the Wells and/or the Equipment including, without limitation, the operation, ownership, plugging, abandonment or environmental clean-up of same (hereinafter referred to collectively as the “Liabilities”) which may accrue from and after the “Effective Time”, as that term is hereinafter defined, all of the foregoing interests in and to the properties, rights, Leases, Subject Lands, Equipment and Liabilities described in this subparagraph (1) being hereinafter referred to collectively as the “Interests”;

 

(2)	All of Assignor's rights, titles and interests in and to the oil, gas and other hydrocarbons stored upon the Subject Lands (or stored elsewhere) which are produced from or attributable to the Interests from and after the Effective Time (hereinafter referred to as the “Production”); and

 

 

 

 

 

 

 

 

(3)

Originals or copies of all of the files, records, correspondence and data (but specifically excluding all engineering, geological and geophysical data, reports and maps which depict other leases and lands owned by Assignor which are not covered by this Assignment and Bill of Sale and all excluding all geological and geophysical data and derivatives thereof that Assignor may not assign without the consent of third parties) now in the possession or control of Assignor that relate to the items described in subparagraphs (1) and (2) above (hereinafter referred to as the “Records”).

This Assignment and Bill of Sale is and shall be effective as of December 1, 2015, Houston, Texas time (referred to herein as the “Effective Time”).

This Assignment and Bill of Sale covers all of the rights, titles and interests of Assignor in and to the Interests, the Production and the Records, but is made subject to the “Permitted Encumbrances,” which term, as used herein, means:

 

(a)

the terms and provisions of the Leases (including all of lessors' royalties burdening the Interests and the Production as of the Effective Time), together with all overriding royalties which burden the Interests and/or the Production and which are of record or which are referenced of record as of the date of execution of this Assignment and Bill of Sale;

 

(b)	the terms and provisions of the declarations or designations of unit, as amended and/or ratified, which are referenced of record;

 

(c)	the terms of all unrecorded agreements to which the Assignor is a party or by which the Assignor is bound.

 

(d)

liens for taxes or assessments affecting the Interests or the Production as of the Effective Time (i) which are not yet due and payable or (ii) which are not yet delinquent or, if delinquent, that are currently in the process of being, or shall be, contested in good faith pursuant to applicable Texas law and in the ordinary course of business;

 

(e)	all rights to consent by, required notices to, filings with, or other actions by governmental or tribal entities in connection with the sale or conveyance of the Interests or the Production, if the same are customarily obtained subsequent to such sale or conveyance, if any; and

 

(f)

all easements, rights-of-way, servitudes, permits, surface leases and other rights with respect to surface operations, timber leases, pipelines, grazing, logging, canals, ditches, reservoirs or the like and conditions, covenants or other restrictions and easements for highways, pipelines, telephone lines, power lines, railways and other easements and rights-of-way, on, over or in respect of any of the Subject Lands, which are of record, which are referenced of record or which are contained and/or are referred to in the Records, if any.

 

 

 

 

 

With respect to the Interests and the Production, SAME ARE BEING ASSIGNED HEREIN BY ASSIGNOR TO ASSIGNEE WITHOUT ANY REPRESENTATIONS OR WARRANTIES (OF TITLE, OR OTHERWISE), EITHER STATUTORY, EXPRESS OR IMPLIED, AND ON AN “AS IS, WHERE IS, WITH ALL FAULTS BASIS” AND WITHOUT ANY STATUTORY, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE MERCHANTABILITY OF ANY OF THE INTERESTS OR THE INTERESTS' FITNESS FOR ANY PURPOSE.

As a material inducement to Assignor executing and delivering this Assignment and Bill of Sale, Assignee, by its acceptance hereof, does hereby UNDERSTAND, ACKNOWLEDGE and AGREE, and does hereby COVENANT, REPRESENT and WARRANT unto Assignor, its successors and assigns, as follows:

A.

THAT ASSIGNEE ACKNOWLEDGES FULLY UNDERSTANDS THAT THIS ASSIGNMENT AND BILL OF SALE IS EXECUTED BY ASSIGNOR WITHOUT ANY STATUTORY, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS AS TO THE MERCHANTABILITY OF ANY OF THE INTERESTS OR THEIR FITNESS FOR ANY PURPOSE AND WITHOUT ANY OTHER STATUTORY, EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS (OF TITLE, OR OTHERWISE), WHATSOEVER;

 

B.

THAT ASSIGNEE SHALL HAVE INSPECTED THE INTERESTS AND SATISFIED ITSELF AS TO THEIR PHYSICAL AND ENVIRONMENTAL CONDITION, BOTH SURFACE AND SUBSURFACE;

 

C.

THAT ASSIGNEE SHALL ACCEPT ALL OF THE INTERESTS IN AN “AS IS, WHERE IS, WITH ALL FAULTS” CONDITION;

 

D.

That, from and after the Effective Time, Assignee, its successors and assigns, agrees to assume and perform any and all of the Liabilities arising or accruing from and after the Effective Time and any and all liabilities and obligations or alleged or threatened liabilities and obligations which in any way cover, affect, pertain and/or relate, or which arise out of or in connection with the following duties and obligations which arise or accrue from and after the Effective Time:

 

(i)

the duty or obligation to pay and deliver royalties, overriding royalties and other interests burdening the Interests;

 

(ii)

the duty or obligation of gas balancing (by mcf, by mmbtu or by cash) of over production or under production from and/or attributable to the Interests; and

 

(iii)

the costs and expenses incurred in the ordinary course of the operation of the Interests pursuant to the terms and provisions of any and all agreements pertaining thereto, together with other commitments to which the Interests are subject;

 

 

 

F.

That Assignee, its successors and assigns, shall bear all of the costs and expenses of any and all recording fees and similar costs incurred and/or imposed upon, or with respect to the transfer and assignment of, the Interests as is contemplated hereby; and

 

G.

That from and after the date of execution of this Assignment and Bill of Sale, Assignee, its successors and assigns, agrees to comply with all laws and all governmental rules, orders and regulations with respect to operations of the Interests, including, without limitation, to the abandonment of the wells and/or the abandonment of the equipment, including, were applicable, the plugging of the wells, the compliance with all laws, rules or regulations regarding inactive or unplugged wells, including bonding requirements, and cleaning up the surface to return the Subject Lands as nearly as possible to their preleased condition and including, without limitation, to all “Environmental Laws,” which term, as used herein, means the following described federal and state laws, rules and regulations:

 

(i)

the Comprehensive Environmental Response Compensation and Liability Act (a/k/a Superfund), 42 U.S.C.A. §§9601 to 9675, inclusive, as amended, by the Superfund Amendments and Reauthorization Act of 1986, as amended;

 

(ii)

the Resource Conservation and Recovery Act, 42 U.S.C.A. §§6901 to 6991(i), inclusive, as amended by the 1984 Hazardous and Solid Waste Amendments, as amended;

 

(iii)

the Clean Air Act, 42 U.S.C.A. §§7401 to 7626, inclusive, as amended;

 

(iv)

the Clean Water Act, 33 U.S.C.A. §§1256 to 1387, inclusive, as amended;

 

(v)

the Emergency Planning & Community Right to Know Act, 42 U.S.C.A. §§1101 et seq., as amended;

 

(vi)

the Occupation Safety & Health Act, 29 U.S.C.A. §§651 to 678, inclusive, as amended;

 

(vii)

the Toxic Substances Control Act, 15 U.S.C.A. §§2601 to 2654, inclusive, as amended;

 

(viii)

the Safe Drinking Water Act, 42 U.S.C.A. §§300(f) to 300(j)(11), inclusive, as amended;

 

(ix)

the Coastal Zone Management Act, 16 U.S.C.A. §§661 to 668(d), inclusive, as amended;

 

(x)

the National Environmental Policy Act, 42 U.S.C.A. §§4321 to 4347, inclusive, as amended; and

 

(xi)

all other applicable federal and state laws, rules, regulations and orders, of any kind, nature and/or character which in any way cover, affect, pertain and/or relate to oil and gas transactions and/or oil and gas operations, as amended.

 

 

 

All of the foregoing covenants, duties, obligations and responsibilities described and/or referred to in subparagraphs A. through G., inclusive, above, being hereinafter referred to collectively as “Assignee's Obligations.”

 

IN CONNECTION WITH THE PERFORMANCE OF ASSIGNEE'S OBLIGATIONS, ASSIGNEE, ITS SUCCESSORS AND ASSIGNS, SHALL, TO THE FULLEST EXTENT PERMITTED BY LAW, AT THE SOLE COST, RISK AND EXPENSE OF ASSIGNEE, ITS SUCCESSORS AND ASSIGNS, PROTECT, DEFEND, INDEMNIFY AND HOLD ASSIGNOR, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES, PARENTS, SUBSIDIARIES, AFFILIATED COMPANIES, HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND ASSIGNS, HARMLESS FROM AND AGAINST (AND TO REIMBURSE IN CASH TO ASSIGNOR, ITS SUCCESSORS AND ASSIGNS, WITH RESPECT TO) ANY AND ALL COSTS, EXPENSES, COSTS OF CLEAN UP, COSTS OF REMOVAL OR MODIFICATION OF FACILITIES ON THE SUBJECT LANDS, COSTS OF PLUGGING WELLS, LOSSES, LIABILITIES, DAMAGES, FINES, PENALTIES, CHARGES, CLAIMS, DEMANDS, LAWSUITS, CAUSES OF ACTION, APPEALS, JUDGMENTS AND DIMINUTIONS IN VALUE, OF ANY AND EVERY KIND, NATURE AND/OR CHARACTER, INCLUDING COURT COSTS, ATTORNEY'S FEES AND OTHER COSTS AND EXPENSES INCURRED IN CONNECTION WITH INVESTIGATING AND/OR DEFENDING SAME, WHETHER OR NOT RESULTING IN ANY LIABILITY, KNOWN OR UNKNOWN, FIXED OR CONTINGENT, ASSERTED AGAINST OR INCURRED BY ASSIGNOR, ITS SUCCESSORS OR ASSIGNS, EITHER DIRECTLY OR INDIRECTLY, WHICH ARE AND/OR WHICH MAY BE BROUGHT BY ANY AND ALL PERSONS AND/OR PARTIES (INCLUDING, WITHOUT LIMITATION, TO ASSIGNOR'S AND ASSIGNEE'S RESPECTIVE EMPLOYEES, AGENTS OR REPRESENTATIVES AND ANY AND ALL PRIVATE CITIZENS, PERSONS, ORGANIZATIONS, AND ANY AGENCY, BRANCH OR REPRESENTATIVE OF FEDERAL, STATE OR LOCAL GOVERNMENT) ON ACCOUNT OF ANY PERSONAL INJURY, DEATH, DAMAGE, DESTRUCTION, LOSS OF PROPERTY OR CONTAMINATION OF NATURAL RESOURCE (INCLUDING, WITHOUT LIMITATION, SOIL, AIR, SURFACE WATER OR GROUND WATER) RESULTING FROM, ARISING OUT OF, CAUSED BY OR CONNECTED WITH ANY ACTS, OMISSIONS, EVENTS OR CIRCUMSTANCES OCCURRING ON OR BEFORE AND/OR FROM AND AFTER THE DATE OF EXECUTION OF THIS ASSIGNMENT AND BILL OF SALE, INCLUDING, WITHOUT LIMITATION, TO THE PRESENCE, DISPOSAL OR RELEASE OF ANY MATERIAL OF ANY KIND IN, ON OR UNDER THE INTERESTS, THE SUBJECT LANDS OR OTHER PROPERTY (WHETHER NEIGHBORING OR OTHERWISE) AT ANY TIME, OR FROM TIME TO TIME, BY REASON OF OR ARISING OUT OF THE BREACH OF (WHETHER MATERIAL OR NOT) OF ANY OF ASSIGNEE'S OBLIGATIONS, AS TO ACTS, OMISSIONS, EVENTS OR CIRCUMSTANCES OCCURRING ON OR BEFORE AND/OR FROM AND AFTER THE DATE OF EXECUTION OF THIS ASSIGNMENT AND BILL OF SALE. ASSIGNEE'S INDEMNIFICATION OBLIGATIONS WHICH ARE CONTAINED IN THIS PARAGRAPH SHALL EXTEND TO AND INCLUDE, BUT NOT BE LIMITED TO: (1) THE NEGLIGENCE OF ASSIGNEE AND ALL OTHER THIRD PARTIES, WHETHER SUCH NEGLIGENCE IS ACTIVE OR PASSIVE, JOINT, SOLE OR CONCURRENT, (2) STRICT LIABILITY, AND (3) LIABILITIES OR OBLIGATIONS UNDER ANY APPLICABLE FEDERAL OR STATE LAW, INCLUDING, WITHOUT LIMITATION, ALL ENVIRONMENTAL LAWS.

 

 

 

 

 

Assignor and Assignee agree to execute such other written instruments as may hereafter be deemed by Assignor, its successors and assigns, as being reasonably necessary, advisable or appropriate in order to carry out all of the purposes and intentions of this Assignment and Bill of Sale.

All of the terms, provisions, duties and obligations (including, without limitation, to Assignee's obligations) contained or referred to in this Assignment and Bill of Sale shall be binding upon and shall inure to the benefit of Assignor and Assignee, their respective successors and assigns.

IN WITNESS WHEREOF, this Assignment and Bill of Sale is executed this ___ day of December, but shall be effective as of the Effective Time.

AGREED TO AND ACCEPTED THIS ___ DAY OF DECEMBER, 2015.

 
 

	LUCAS ENERGY, INC.
	By:_____________________________
	Anthony C. Schnur
	Chief Executive Officer
	CATI OPERATING, LLC
	By: ______________________________
	Anthony C. Schnur
	___________________

STATE OF TEXAS
	ACKNOWLEDGEMENT
COUNTY OF HARRIS

BEFORE ME, the undersigned authority, on this day personally appeared, Anthony C. Schnur know to me to be the person and officer whose name is subscribed to the foregoing instrument and acknowledged that the same was the act and deed of LUCAS ENERGY, INC., and that he executed the same as the act of such corporation for the purposes and consideration therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE this ___ day of December, 2015.
	_________________________________
	NOTARY PUBLIC, STATE OF TEXAS
	_________________________________
	Notary’s Typed or Printed Name
My commission expires: _________