AMENDMENT DATED DECEMBER 14, 2015, TO THE SECOND AMENDED LETTER LOAN AGREEMENT AND THE SECOND AMENDED PROMISSORY NOTE, BOTH DATED NOVEMBER 13, 2014

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 Xxxxx Energy, Inc. (“LEI”), and Xxxxxx X. Xxxxxx, an individual as her separate property (“Xxxxxx”), 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 Xxxxxx (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 Xxxxxx), 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, Xxxxxx 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”), Xxxxxx shall refrain from taking any actions against LEI (at the Nevada parent company level), and instead Xxxxxx 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 Xxxxxx and LEI are assigned and transferred to CATI.  All rights and remedies that Xxxxxx 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 Xxxxxx to effect the assignment and Transfer.  LEI will enter into any other documents, agreements, and confirmations that Xxxxxx 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, Xxxxxx shall provide Xxxxx authority to terminate any and all UCC financing statements in place encumbering LEI or its assets (at the Nevada parent company level) and Xxxxxx 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, Xxxxxx 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.

Amendment Dated December 14, 2015, to the Second Amended Letter Loan
Agreement and the Second Amended Promissory Note, Both Dated November 13, 2014
Xxxxxx - XXX/December 14, 2015	Page  2 of 3

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 Xxxxxx 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.

By:	/s/ Xxxxxxx X. Xxxxxx	Date of Signature:  December 14, 2015
	Xxxxxxx X. Xxxxxx, CEO
Xxxxxx X. Xxxxxx
/s/Xxxxxx X. Xxxxxx/by SEC		Date of Signature:  December 14, 2015
Xxxxxx X. Xxxxxx
By Xxxxxx X. Xxxxxx as her attorney-in-fact

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