EXHIBIT 6.4
AMERICAN ENERGY SERVICES, INC. METROBANK, N.A. GALLERIA ACCOUNT #: AG-52
7224 LAWNDALE BRANCH Loan Number 721099972
HOUSTON, TX 77539 0000 XXXXXXXXXX, XXX. #1111 Date: JANUARY 30, 1998
HOUSTON, TX 77056 Maturity Date: MAY 2, 1998
Loan Amount: $2,000,000.00
XXXXXXXX'S NAME AND ADDRESS XXXXXX'S NAME AND ADDRESS Renewal Of 721099972
"I" includes each borrower above, "You" means the lender, its successors SSN/TIN: 76-0279883
joint and severally. and assigns.
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of TWO MILLION AND NO/100**Dollars $2,000,000.00
[ ] SINGLE ADVANCE: I will receive all of this principal sum on _______________.
No additional advances are contemplated under this note.
[X] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On JANUARY 30, 1998 I will receive
the amount of $_______________________ and future principal advances are
contemplated.
CONDITIONS:The conditions for future advances are SEE ATTACHED "LOAN
MONITORING WORKSHEET" AND "EXIM BANK SPECIAL CONDITIONS". UNLESS ALL
CONDITIONS BY EXIM BANK HAVE BEEN MET, METROBANK IS NOT OBLIGATED TO FUND.
[X] OPEN END CREDIT: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject to all
other conditions and expires on MAY 2, 1998.
[ ] CLOSED END CREDIT: You and I agree that I may borrow up to the maximum
only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from JAN.
30, 1998 at the rate of 9.000% per year until FIRST CHANGE DATE.
[X] VARIABLE RATE: This rate may then change as stated below. * QUARTERLY
[X] INDEX RATE: The future rate will be 0.500% OVER the following index
rate: PRIME RATE AS PUBLISHED IN THE WALL STREET JOURNAL.
[X] CEILING RATE: The interest rate ceiling for this not is the * ceiling
rate announced by the Credit Commissioner from time to time.
[X] FREQUENCY AND TIMING: The rate on this note may change as often as DAILY
A change in the interest rate will take effect ON THE SAME DAY
[ ] LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than ___% or less than ___%. The rate may
not change more than ______________________________% each
_____________________________ .
[X] EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments:
[ ]The amount of each scheduled payment will change. [ ] The amount of
the final payment will change.
[ ]________________________________________________________________ .
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[X] on the same fixed or variable rate basis in effect before maturity (as
indicated above).
[ ] at a rate equal to _________________________________________________
[ ] LATE CHARGE: If a payment is made more than _________________ days after
it is due, I agree to pay a late charge of ___________________
____________________________________________________________________
[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which M are H are not included in the principal amount above:
$40,000 LOAN FEE; $82 TITLE SEARCH FEE; $50 D/T FILING FEE.
PAYMENTS: I agree to pay this note as follows:
[X] INTEREST: I agree to pay accrued interest ON DEMAND, BUT IF NO DEMAND IS
MADE THEN ON THE 2ND DAY OF EACH MONTH BEGINNING MARCH 2, 1998.
[X] PRINCIPAL: I agree to pay the principal ON DEMAND, BUT IF NO DEMAND IS MADE
THEN ON MAY 2, 1998.
[ ] INSTALLMENTS: I agree to pay this note in __________________________________
payments. The first payment will be in the amount of $______________________
and will be due __ . A payment of $_____________________________ will be due
____________________________________________________________________________
_________________________________ thereafter. The final payment of the
entire unpaid balance of principal and interest will be due_________________
______________________________ .
ADDITIONAL TERMS:
**REPAYMENT TERMS: INTEREST PAYMENT MONTHLY; PRINCIPAL ADVANCED TO BE REPAID
UPON COLLECTION OF A/R OR AT MATURITY, WHICHEVER COMES FIRST.
**GENERAL PROVISION: THIS NOTE IS SUBJECT TO THE ARBITRATION PROGRAM ENTERED
INTO BETWEEN BORROWER AND LENDER.
THIS WRITTEN LOAN AGREEMENT 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.
SIGNATURE FOR LENDER
X /s/ XXXX XXXXXXXXX
XXXX XXXXXXXXX, VICE PRESIDENT
[X] SECURITY: This note is separately secured by (describe separate document by
type and date): SECURITY AGREEMENT, LINE OF CREDIT AGREEMENT, GUARANTY
AGREEMENTS, ARBITRATION AGREEMENT
(This section is for your internal use. Failure to list a separate security
document does not mean the agreement will not secure this note.)
PURPOSE: The purpose of this loan is BUSINESS: TO RENEW LN#721099972.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). I
HAVE RECEIVED A COPY ON TODAY'S DATE.
AMERICAN ENERGY SERVICES, INC.
BY:
XXXXX XXXXXXX, PRESIDENT
BY: /s/ XXX XXXXXXX
OR XXX XXXXXXX, VICE PRESIDENT
(PAGE 1 OF 2)
DEFINITIONS: As used on page 1, "[X]" means the terms that apply to this loan.
"I," "me" or "my" means each Borrower who signs this note and each other person
or legal entity (including guarantors, endorsers, and sureties) who agrees to
pay this note (together referred to as "us"). "You" or "your" means the Lender
and its successors and assigns.
APPLICABLE LAW: The law of the state of Texas will govern this note. Any term of
this note which is contrary to applicable law will not be effective, unless the
law permits you and me to agree to such a variation. If any provision of this
agreement cannot be enforced according to its terms, this fact will not affect
the enforceability of the remainder of this agreement. No modification of this
agreement may be made without your express written consent. Time is of the
essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full unless, when I make the prepayment, you and I agree in
writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more than one advance, each
advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal advanced at that time. Notwithstanding anything to the contrary, I do
not agree to pay and you do not intend to charge any rate of interest that is
higher than the maximum rate of interest you could charge under applicable law
for the extension of credit that is agreed to here (either before or after
maturity). If any notice of interest accrual is sent and is in error, we
mutually agree to correct it, and if you actually collect more interest than
allowed by law and this agreement, you agree to refund it to me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will determine
the number of days in a "year." If no accrual method is stated, then you may
use any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY
LENDER" paragraph below.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this note
against any right I have to receive money from you.
"Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claims arising as a result of your exercise of your
right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the terms
of any separate instrument creating the security interest and, to the extent not
prohibited by law and not contrary to the terms of the separate security
instrument, by the "Default" and "Remedies" paragraphs herein.
DEFAULT: I will be in default on this loan and any agreement securing this loan
if any one or more of the following occurs:
(1) I fail to perform any obligation which I have undertaken in this note
or any agreement securing this note; or
(2) you, in good faith, believe that the prospect of payment or the
prospect of my performance of any other of my obligations under this
note or any agreement securing this note is impaired.
If any of us are in default on this note or any security agreement, you may
exercise your remedies against any or all of us.
REMEDIES: If I am in default on this note you have, but are not limited to, the
following remedies:
(1) You may demand immediate payment of my debt under this note
(principal, accrued unpaid interest and other accrued charges).
(2) You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the "Set-Off" paragraph
herein.
(3) You may demand security, additional security, or additional parties to
be obligated to pay this note as a condition for not using any other
remedy.
(4) You may refuse to make advances to me or allow purchases on credit by
me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your
right to later use any other remedy. By waiving your right to declare an event
to be a default, you do not waive your right to later consider the event as a
default if it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest);
(3) give notice that amounts due have not been paid (notice of dishonor);
(4) give notice of intent to accelerate; or
(5) give notice of acceleration.
I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of the
note. I will not assign my obligation under this agreement without your prior
written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information about
me from time to time (for example, by requesting a credit report) and to report
to others your credit experience with me (such as a credit reporting agency). I
agree to provide you, upon request, any financial statement or information you
may deem necessary. I warrant that the financial statements and information I
provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by first class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first
class to your address stated on page 1 of this agreement, or to any other
address that you have designated.
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BORROWER'S
INITIALS INTEREST
DATE OF PRINCIPAL (NOT PRINCIPAL PRINCIPAL INTEREST INTEREST PAID
TRANSACTION ADVANCE REQUIRED) PAYMENTS BALANCE RATE PAYMENTS THROUGH:
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(page 2 of 2)
AMERICAN ENERGY SERVICES, INC. METRO BANK, N.A. GALLERIA ACCOUNT #: AG-52
7311 OLD GALVESTON RAOD BRANCH Loan Number 721099982
HOUSTON, TX 77034 0000 XXXXXXXXXX, XXX. #1111 Date: JANUARY 30, 1998
HOUSTON, TX 77056 Maturity Date: FEB. 2, 2000
Loan Amount: $644,464.70
XXXXXXXX'S NAME AND ADDRESS XXXXXX'S NAME AND ADDRESS Renewal Of
"I" includes each borrower above, "You" means the lender, its successors SSN/TIN: 76-0279883
joint and severally. and assigns.
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of SIX HUNDRED FORTY FOUR THOUSAND FOUR HUNDRED
SIXTY FOUR AND 70/100**Dollars $644,464.70
[X] SINGLE ADVANCE: I will receive all of this principal sum on JANUARY 30,
1998. No additional advances are contemplated under this note.
[ ] MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On _____________________________ I
will receive the amount of $_______________________ and future principal
advances are contemplated.
CONDITIONS:The conditions for future advances are _________________________
____________________________________________________________________
____________________________________________________________________
[ ]OPEN END CREDIT: You and I agree that I may borrow up to the maximum
amount of principal more than one time. This feature is subject to all
other conditions and expires on _______________.
[ ]CLOSED END CREDIT: You and I agree that I may borrow up to the maximum
only one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from JAN.
30, 1998 at the rate of 8.500% per
year until FIRST CHANGE DATE.
[X] VARIABLE RATE: This rate may then change as stated below. * QUARTERLY
[X]INDEX RATE: The future rate will be EQUAL TO the following index
rate: PRIME RATE AS PUBLISHED IN THE WALL STREET JOURNAL.
[X]CEILING RATE: The interest rate ceiling for this note is the *
ceiling rate announced by the Credit Commissioner from time to time.
[X]FREQUENCY AND TIMING: The rate on this note may change as often as
DAILY A change in the interest rate will take effect ON THE SAME DAY
[ ]LIMITATIONS: During the term of this loan, the applicable annual
interest rate will not be more than ___________________________% or
less than ___________________________%. The rate may not change more
than ______________________________% each __________________________
[X]EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments:
[X]The amount of each scheduled payment will change.
[ ]The amount of the final payment will change.
[ ] ______________________________________________________________
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[X]on the same fixed or variable rate basis in effect before maturity (as
indicated above).
[ ]at a rate equal to ___________________________________________________
[ ]LATE CHARGE: If a payment is made more than _________________ days after it
is due, I agree to pay a late charge of _____________________________________
_____________________________________________________________________________
[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which M are H are not included in the principal amount above:
$1,000 LOAN FEE.
PAYMENTS: I agree to pay this note as follows:
[X] INTEREST: I agree to pay accrued interest WITH PRINCIPAL.
[X] PRINCIPAL: I agree to pay the principal ON DEMAND, BUT IF NO DEMAND IS
MADE.
[X] INSTALLMENTS: I agree to pay this note in 24 payments. The first payment
will be in the amount of $18,658.00 and will be due on March 2, 1998. A
payment of $18,658.00 will be due ON THE 2ND DAY OF EACH MONTH
thereafter. The final payment of the entire unpaid balance of principal
and interest will be due FEBRUARY 2, 2000.
ADDITIONAL TERMS:
**GENERAL PROVISION: THIS NOTE IS SUBJECT TO THE ARBITRATION PROGRAM ENTERED
INTO BETWEEN BORROWER AND LENDER.
**PLEASE SEE ATTACHED EXIM BANK "SPECIAL CONDITIONS" FOR ALL REQUIRED
CONDITIONS.
THIS WRITTEN LOAN AGREEMENT 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.
SIGNATURE FOR LENDER
X /s/ XXXX GUNERAINE
XXXX GUNERAINE, VICE PRESIDENT
[X]SECURITY: This note is separately secured by (describe separate document by
type and date): SECURITY AGREEMENT; GUARANTY AGREEMENTS; ARBITRATION
AGREEMENT.
(This section is for your internal use. Failure to list a separate security
document does not mean the agreement will not secure this note.)
PURPOSE: The purpose of this loan is BUSINESS: PAYOFF LN#721099980; CONVERT TO
TERM LOAN.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). I
HAVE RECEIVED A COPY ON TODAY'S DATE.
AMERICAN ENERGY SERVICES, INC.
BY:
XXXXX XXXXXXX, PRESIDENT
BY: /s/ XXX XXXXXXX
OR XXX XXXXXXX, VICE PRESIDENT
(PAGE 1 OF 2)
DEFINITIONS: As used on page 1, "H" means the terms that apply to this loan.
"I," "me" or "my" means each Borrower who signs this note and each other
person or legal entity (including guarantors, endorsers, and sureties) who
agrees to pay this note (together referred to as "us"). "You" or "your"
means the Lender and its successors and assigns.
APPLICABLE LAW: The law of the state of Texas will govern this note. Any term of
this note which is contrary to applicable law will not be effective, unless the
law permits you and me to agree to such a variation. If any provision of this
agreement cannot be enforced according to its terms, this fact will not affect
the enforceability of the remainder of this agreement. No modification of this
agreement may be made without your express written consent. Time is of the
essence in this agreement.
PAYMENTS: Each payment I make on this note will first reduce the amount I owe
you for charges which are neither interest nor principal. The remainder of each
payment will then reduce accrued unpaid interest, and then unpaid principal. If
you and I agree to a different application of payments, we will describe our
agreement on this note. I may prepay a part of, or the entire balance of this
loan without penalty, unless we specify to the contrary on this note. Any
partial prepayment will not excuse or reduce any later scheduled payment until
this note is paid in full (unless, when I make the prepayment, you and I agree
in writing to the contrary).
INTEREST: Interest accrues on the principal remaining unpaid from time to time,
until paid in full. If I receive the principal in more than one advance, each
advance will start to earn interest only when I receive the advance. The
interest rate in effect on this note at any given time will apply to the entire
principal advanced at that time. Notwithstanding anything to the contrary, I do
not agree to pay and you do not intend to charge any rate of interest that is
higher than the maximum rate of interest you could charge under applicable law
for the extension of credit that is agreed to here (either before or after
maturity). If any notice of interest accrual is sent and is in error, we
mutually agree to correct it, and if you actually collect more interest than
allowed by law and this agreement, you agree to refund it to me.
INDEX RATE: The index will serve only as a device for setting the rate on this
note. You do not guarantee by selecting this index, or the margin, that the rate
on this note will be the same rate you charge on any other loans or class of
loans to me or other borrowers.
ACCRUAL METHOD: The amount of interest that I will pay on this loan will be
calculated using the interest rate and accrual method stated on page 1 of this
note. For the purpose of interest calculation, the accrual method will determine
the number of days in a "year." If no accrual method is stated, then you may
use any reasonable accrual method for calculating interest.
POST MATURITY RATE: For purposes of deciding when the "Post Maturity Rate"
(shown on page 1) applies, the term "maturity" means the date of the last
scheduled payment indicated on page 1 of this note or the date you accelerate
payment on the note, whichever is earlier.
SINGLE ADVANCE LOANS: If this is a single advance loan, you and I expect that
you will make only one advance of principal. However, you may add other amounts
to the principal if you make any payments described in the "PAYMENTS BY
LENDER" paragraph below.
MULTIPLE ADVANCE LOANS: If this is a multiple advance loan, you and I expect
that you will make more than one advance of principal. If this is closed end
credit, repaying a part of the principal will not entitle me to additional
credit.
PAYMENTS BY LENDER: If you are authorized to pay, on my behalf, charges I am
obligated to pay (such as property insurance premiums), then you may treat those
payments made by you as advances and add them to the unpaid principal under this
note, or you may demand immediate payment of the charges.
SET-OFF: I agree that you may set off any amount due and payable under this note
against any right I have to receive money from you.
"Right to receive money from you" means:
(1) any deposit account balance I have with you;
(2) any money owed to me on an item presented to you or in your possession
for collection or exchange; and
(3) any repurchase agreement or other nondeposit obligation.
"Any amount due and payable under this note" means the total amount of
which you are entitled to demand payment under the terms of this note at the
time you set off. This total includes any balance the due date for which you
properly accelerate under this note.
If my right to receive money from you is also owned by someone who has not
agreed to pay this note, your right of set-off will apply to my interest in the
obligation and to any other amounts I could withdraw on my sole request or
endorsement. Your right of set-off does not apply to an account or other
obligation where my rights are only as a representative. It also does not apply
to any Individual Retirement Account or other tax-deferred retirement account.
You will not be liable for the dishonor of any check when the dishonor
occurs because you set off this debt against any of my accounts. I agree to hold
you harmless from any such claims arising as a result of your exercise of your
right of set-off.
REAL ESTATE OR RESIDENCE SECURITY: If this note is secured by real estate or a
residence that is personal property, the existence of a default and your
remedies for such a default will be determined by applicable law, by the
terms of any separate instrument creating the security interest and, to the
extent not prohibited by law and not contrary to the terms of the separate
security instrument, by the "Default" and "Remedies" paragraphs herein.
DEFAULT: I will be in default on this loan and any agreement securing this loan
if any one or more of the following occurs:
(1) I fail to perform any obligation which I have undertaken in this note
or any agreement securing this note; or
(2) you, in good faith, believe that the prospect of payment or the
prospect of my performance of any other of my obligations under this
note or any agreement securing this note is impaired.
If any of us are in default on this note or any security agreement, you may
exercise your remedies against any or all of us.
REMEDIES: If I am in default on this note you have, but are not limited to, the
following remedies:
(1) You may demand immediate payment of my debt under this note
(principal, accrued unpaid interest and other accrued charges).
(2) You may set off this debt against any right I have to the payment of
money from you, subject to the terms of the "Set-Off" paragraph
herein.
(3) You may demand security, additional security, or additional parties to
be obligated to pay this note as a condition for not using any other
remedy.
(4) You may refuse to make advances to me or allow purchases on credit by
me.
(5) You may use any remedy you have under state or federal law.
By selecting any one or more of these remedies you do not give up your
right to later use any other remedy. By waiving your right to declare an event
to be a default, you do not waive your right to later consider the event as a
default if it continues or happens again.
COLLECTION COSTS AND ATTORNEY'S FEES: I agree to pay all costs of collection,
replevin or any other or similar type of cost if I am in default. In addition,
if you hire an attorney to collect this note, I also agree to pay any fee you
incur with such attorney plus court costs (except where prohibited by law). To
the extent permitted by the United States Bankruptcy Code, I also agree to pay
the reasonable attorney's fees and costs you incur to collect this debt as
awarded by any court exercising jurisdiction under the Bankruptcy Code.
WAIVER: I give up my rights to require you to do certain things. I will not
require you to:
(1) demand payment of amounts due (presentment);
(2) obtain official certification of nonpayment (protest);
(3) give notice that amounts due have not been paid (notice of dishonor);
(4) give notice of intent to accelerate; or
(5) give notice of acceleration.
I waive any defenses I have based on suretyship or impairment of
collateral.
OBLIGATIONS INDEPENDENT: I understand that I must pay this note even if someone
else has also agreed to pay it (by, for example, signing this form or a separate
guarantee or endorsement). You may sue me alone, or anyone else who is obligated
on this note, or any number of us together, to collect this note. You may do so
without any notice that it has not been paid (notice of dishonor). You may
without notice release any party to this agreement without releasing any other
party. If you give up any of your rights, with or without notice, it will not
affect my duty to pay this note. Any extension of new credit to any of us, or
renewal of this note by all or less than all of us will not release me from my
duty to pay it. (Of course, you are entitled to only one payment in full.) I
agree that you may at your option extend this note or the debt represented by
this note, or any portion of the note or debt, from time to time without limit
or notice and for any term without affecting my liability for payment of this
note. I will not assign my obligation under this agreement without your prior
written approval.
CREDIT INFORMATION: I agree and authorize you to obtain credit information about
me from time to time (for example, by requesting a credit report) and to report
to others your credit experience with me (such as a credit reporting agency). I
agree to provide you, upon request, any financial statement or information you
may deem necessary. I warrant that the financial statements and information I
provide to you are or will be accurate, correct and complete.
NOTICE: Unless otherwise required by law, any notice to me shall be given by
delivering it or by mailing it by fist class mail addressed to me at my last
known address. My current address is on page 1. I agree to inform you in writing
of any change in my address. I will give any notice to you by mailing it first
class to your address stated on page 1 of this agreement, or to any other
address that you have designated.
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BORROWER'S
INITIALS INTEREST
DATE OF PRINCIPAL (NOT PRINCIPAL PRINCIPAL INTEREST INTEREST PAID
TRANSACTION ADVANCE REQUIRED) PAYMENTS BALANCE RATE PAYMENTS THROUGH:
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(page 2 of 2)
AMERICAN ENERGY SERVICES, METROBANK, N.A. ACCOUNT #: AG-52
INC. GALLERIA BRANCH Loan Number 721099982
0000 XXX XXXXXXXXX XXXX 0000 XXXXXXXXXX, XXX. Date: FEBRUARY 2, 1998
HOUSTON, TX 77034 #1111 Mat. Date FEBRUARY 2,
HOUSTON, TX 77056 2000
XXXXXXXX'S NAME AND Loan Amount $644,464.70
ADDRESS XXXXXX'S NAME AND Renewal of
"I" includes each ADDRESS
borrower above, jointly "You" means the lender,
and severally. its successors and
assigns.
Xxxxxx authorize and request the following disbursement from the loan referenced
above:
Amount given to me directly $ i. PAYOFF LN#721099980 $ 644,464.70
Amount paid on my account
(# ) $ j. $
To Lender $ k. $
Amounts paid to others on my
behalf: l. $
To Property Insurance Company $ m. $
To Credit Life Insurance Company $ n. $
To Disability Insurance Company $ o. $
To Public Officials $ p. $
Comments: $1,000 LOAN FEE.
**INTEREST OWED TO
2-2-98 FOR LN#721099982 $5,754.71
Loan Officer:
AMERICAN ENERGY SERVICES, INC.
BY:
XXXXX XXXXXXX, PRESIDENT
BY: /s/ X X XXXXXXX
OR XXX XXXXXXX, VICE PRESIDENT
(page 1 of 1)
SPECIAL CONDITIONS:
1. EXIMBANK EXPORT CREDIT INSURANCE POLICY. In the event the Borrower wishes
to sell on open account terms, as a condition precedent to making any
Disbursement under the Loan to finance said open account sales, the Lender
shall ensure that the Borrower has obtained an Eximbank Export Credit
Insurance policy ("Eximbank Policy") for comprehensive commercial and
political risks, on terms acceptable to Eximbank, and that coverage under
said Eximbank Policy shall be in full force and effect as of the date of
any Disbursement made to finance open account sales under the Loan, and
throughout the remainder of the term of the Loan. The proceeds of such
Policy paid to the Lender pursuant to the assignment shall be applied first
toward reducing any amount then outstanding under the Loan.
2. SUBORDINATED STOCKHOLDER DEBT. Prior to or as of the Closing Date, the
Borrower shall deliver to the Lender, in form and substance satisfactory to
the Lender, a written undertaking from the Borrower and its stockholders
stating that there shall be no payments of any amounts outstanding under
any loans, notes, bonds, debentures or other debt, either now or hereafter
existing, owed by the Borrower to any stockholder, (collectively,
"Subordinated Debt") until all amounts outstanding under the Loan
("Senior Debt") have been paid in full; and that in the event of the
dissolution or winding up of the Borrower's business affairs, the
Subordinated Debt shall at all times be subordinated to the Senior Debt.
3. ADVANCES TO STOCKHOLDERS AND AFFILIATES. During the term of the Loan, the
Borrower shall not make any advances to any stockholder or affiliated or
related entity (including but not limited to, partnerships, joint ventures,
joint stock companies, corporations, parent companies or subsidiaries). In
the event that such advances are made, the Lender shall not make any
further Disbursements to the Borrower under the Loan without the prior
written approval of Eximbank.
4. DIVIDEND RESTRICTIONS. The Borrower shall not pay any dividends (other than
dividends payable in shares of the Borrower's stock) on any class of shares
of the Borrower's stock.
5. ASSIGNMENT OF LIFE INSURANCE POLICY PROCEEDS. An assignment of the proceeds
of the life insurance policy opened in the names of Xxxxx Xxxxxxx, Xxxxxxx
Xxxxxxx, and Xxxxxx XxXxxxx each in the amount of $866,666 shall be
executed in favor of the Lender for the benefit of the Loan. The proceeds
of such assignment paid to the Lender shall be applied first towards
reducing any amount then outstanding under the Loan. The Lender shall
require that the Borrower notify the Lender and Eximbank in writing
immediately upon the event of an occurrence under such life insurance
policy. Thereafter, the Lender shall not make any further Disbursements to
the Borrower under the Loan without the prior written approval of Eximbank.
6. TAX REFUND AND BECHTEL SETTLEMENT. Upon receipt by the Borrower of the tax
refund in the anticipated amount of $230,000 and the $252,000 payment from
Bechtel as part of the settlement of the valves supplied under the Ras
Tanura contract, all such amount must be immediately applied to the
outstanding principal balance of AP069904XX.
7. PROGRESS REPORTS. The Lender must provide Eximbank with a monthly status
report on the Borrower, including loan balances, borrowing base
availability and payments received for the period.
8. ASSIGNMENT OF LETTER OF CREDIT PROCEEDS. The Borrower shall assign to the
Lender the proceeds of [each] Letter of Credit pursuant to an executed
assignment of proceeds acknowledged by the paying bank ("Assignment of
Proceeds"), a signed and dated copy of which shall be delivered to the
Lender. Each assignment of Proceeds shall provide that all payments under
the Letter of Credit shall be made directly to the Lender.
9. DIVIDEND RESTRICTIONS. The Borrower shall not pay any dividends (other than
dividends payable in shares of the Borrower's stock) on any class of shares
of the Borrower's stock.
10. SALARY MANAGEMENT FEES AND BONUS RESTRICTIONS. The Borrower shall not: (i)
give any salary increase to officers or stockholders; (ii) pay any
management fees; and (iii) pay any bonus to officers or stockholders in any
one fiscal year.
11. LOANS TO STOCKHOLDERS AND AFFILIATES. The Borrower shall not make any loans
to any stockholder or entity affiliated with the Borrower.
12. INDIRECT EXPORT. As a condition precedent to any Disbursement, the Borrower
shall provide to the Lender a written certification stating that the items
financed with the Loan shall be sold solely pursuant to an export
transaction.
AMERICAN ENERGY SERVICES, METROBANK, N.A. ACCOUNT #: AG-52
INC. GALLERIA BRANCH Loan Number 721099982
0000 XXX XXXXXXXXX XXXX 0000 XXXXXXXXXX, XXX. #0000 Xxxx XXXXXXXX 0, 0000
XXXXXXX, XX 00000 XXXXXXX, XX 00000 Mat. Date FEBRUARY 2, 2000
XXXXXXXX'S NAME AND XXXXXX'S NAME AND ADDRESS Loan Amount $644,464.70
ADDRESS "You" means the lender, its successors Renewal of
"I" includes each and assigns.
borrower above, jointly
and severally.
I hereby authorize and request the following disbursement from the loan
referenced above:
Amount given to me directly $ i. PAYOFF LN#721099980 $ 644,464.70
Amount paid on my account (# ) $ j. $
To Lender $ k. $
Amounts paid to others on my behalf: l. $
To Property Insurance Company $ m. $
To Credit Life Insurance Company $ n. $
To Disability Insurance Company $ o. $
To Public Officials $ p. $
$ q. $
Comments: $1,000 LOAN FEE.**INTEREST OWED TO -2-98 FOR AMERICAN ENERGY SERVICES, INC.
LN#721099980$5,754.71 BY:
XXXXX XXXXXX, PRESIDENT
BY: XXX XXXXXX
Loan Officer: OR XXX XXXXXX, VICE PRESIDENT
(page 1 of 1)
SPECIAL CONDITIONS:
1. EXIMBANK EXPORT CREDIT INSURANCE POLICY. In the event the Borrower wishes to
sell on open account terms, as a condition precedent to making any
Disbursement under the Loan to finance said open account sales, the Lender
shall ensure that the Borrower has obtained an Eximbank Export Credit
Insurance policy ("Eximbank Policy") for comprehensive commerical and
political risks, on terms acceptable to Eximbank, and that coverage under
said Eximbank Policy shall be in full force and effect as of the date of any
Disbursement made to finance open account sales under the Loan, and
throughout the remainder of the term of the Loan. The proceeds of such
Policy paid to the Lender pursuant to the assignment shall be applied first
toward reducing any amount then outstanding under the Loan.
2. SUBORDINATED STOCKHOLDER DEBT. Prior to or as of the Closing Date, the
Borrower shall deliver to the Lender, in form and substance satisfactory to
the Lender, a written undertaking from the Borrower and its stockholders
stating that there shall be no payments of any amounts outstanding under any
loans, notes, bonds, debentures or other debt, either now or hereafter
existing, owned by the Borrower to any stockholder, (collectively,
"Subordinated Debt") until all amounts outstanding under the Loan
("Senior Debt") have been paid in full; and that in the event of the
dissolution or winding up of the Borrower's business affairs, the
Subordinated Debt shall at all times be subordinated to the Senior Debt.
3. ADVANCES TO STOCKHOLDERS AND AFFILIATES. During the term of the Loan, the
Borrower shall not make any advances to any stockholder or affiliated or
related entity (including but not limited to, partnerships, joint ventures,
joint stock companies, corporations, parent companies or subsidiaries). In
the event that such advances are made, the Lender shall not make any further
Disbursements to the Borrower under the Loan without the prior written
approval of Eximbank.
4. DIVIDEND RESTRICTIONS. The Borrower shall not pay any dividends (other than
dividends payable in shares of the Borrower's stock) on any class of shares
of the Borrower's stock.
5. ASSIGNMENT OF LIFE INSURANCE POLICY PROCEEDS. An assignment of the proceeds
of the life insurance policy opened in the names of Xxxxx Xxxxxxx, Xxxxxxx
Xxxxxxx, and Xxxxxx XxXxxxx each in the amount of $866,666 shall be executed
in favor of the Lender for the benefit of the Loan. The proceeds of such
assignment paid to the Lender shall be applied first towards reducing any
amount then outstanding under the Loan. The Lender shall require that the
Borrower notify the Lender and Eximbank in writing immediately upon the
event of an occurrence under such life insurance policy. Thereafter, the
Lender shall not make any further Disbursements to the Borrower under the
Loan without the prior written approval of Eximbank.
6. TAX REFUND AND BECHTEL SETTLEMENT. Upon receipt by the Borrower of the tax
refund in the anticipated amount of $230,000 and the $252,000 payment from
Bechtel as part of the settlement of the valves supplied under the Ras
Tanura contract, all such amounts must be immediately applied to the
outstanding principal balance of AP069904XX.
7. PROGRESS REPORTS. The Lender must provide Eximbank with a monthly status
report on the Borrower, including loan balances, borrowing base availability
and payments received for the period.
8. ASSIGNMENT OF LETTER OF CREDIT PROCEEDS. The Borrower shall assign to the
Lender the proceeds of [each] Letter of Credit pursuant to an executed
assignment of proceeds acknowledged by the paying bank ("Assignment of
Proceeds"), a signed and dated copy of which shall be delivered to the
Lender. Each assignment of Proceeds shall provide that all payments under
the Letter of Credit shall be made directly to the Lender.
9. DIVIDEND RESTRICTIONS. The Borrower shall not pay any dividends (other than
dividends payable in shares of the Borrower's stock) on any class of shares
of the Borrower's stock.
10. SALARY MANAGEMENT FEES AND BONUS RESTRICTIONS. The Borrower shall not: (i)
give any salary increase to officers or stockholders; (ii) pay any
management fees; and (iii) pay any bonus to officers or stockholders in any
one fiscal year.
11. LOANS TO STOCKHOLDERS AND AFFILIATES. The Borrower shall not make any loans
to any stockholder or entity affiliated with the Borrower.
12. INDIRECT EXPORT. As a condition precedent to any Disbursement, the Borrower
shall provide to the Lender a written certification stating that the items
financed with the Loan shall be sold solely pursuant to an export
transaction.
AMERICAN ENERGY SERVICES, METROBANK, N.A. ACCOUNT #: AG-52
INC. GALLERIA BRANCH Loan Number 721099982
0000 XXX XXXXXXXXX XXXX 0000 XXXXXXXXXX, XXX. Maturity Date FEB. 2,
HOUSTON, TX 77034 #1111 2000
HOUSTON, TX 77056 Loan Amount $644,464.70
Renewal Of
SSN/TIN: 76-0279883
XXXXXXXX'S NAME AND XXXXXX's NAME AND ADDRESS
ADDRESS "You" means the lender,
"I" includes each its successors and
borrower above, joint and assigns.
severally.
For value received, I promise to pay to you, or your order, at your address
listed above the PRINCIPAL sum of SIX HUNDRED FORTY FOUR THOUSAND FOUR HUNDRED
SIXTY FOUR AND 70/100* * * * * * * * * * * * Dollars $644,464.70
[X]SINGLE ADVANCE: I will receive all of this principal sum on FEBRUARY 2, 1998.
No additional advances are contemplated under this note.
[ ]MULTIPLE ADVANCE: The principal sum shown above is the maximum amount of
principal I can borrow under this note. On __________________________________
__________________I will receive the amount of $ and
future principal advances are contemplated.
CONDITIONS: The conditions for future advances are
_____________________________________________________________________________
_____________________________________________________________________________
[ ]OPEN END CREDIT: You and I agree that I may borrow up to the maximum amount
of principal more than one time. This feature is subject to all other
conditions and expires on _____________________________________________.
[ ]CLOSED END CREDIT: You and I agree that I may borrow up to the maximum only
one time (and subject to all other conditions).
INTEREST: I agree to pay interest on the outstanding principal balance from FEB.
2, 1998 at the rate of 8.500% per year until FIRST CHANGE DATE.
[X] VARIABLE RATE: This rate may then change as stated below. * QUARTERLY
[X]INDEX RATE: The future rate will be EQUAL TO the following index rate:
PRIME RATE AS PUBLISHED IN THE WALL STREET JOURNAL.
[X]CALLING RATE: The interest rate ceiling for this note is the * ceiling
rate announced by the Credit Commissioner from time to time.
[X]FREQUENCY AND TIMING: The rate on this note may change as often as DAILY.
A change in the interest rate will take effect ON THE SAME DAY.
[ ]LIMITATIONS: During the term of this loan, the applicable annual
interest rate will be more than % or
less than %. The rate may not change
more than % each .
EFFECT OF VARIABLE RATE: A change in the interest rate will have the
following effect on the payments:
[X]The amount of each scheduled payment will change. [ ]The amount of
the final payment will change.
[ ]At a rate equal to ______________________________________________
ACCRUAL METHOD: Interest will be calculated on a ACTUAL/360 basis.
POST MATURITY RATE: I agree to pay interest on the unpaid balance of this note
owing after maturity, and until paid in full, as stated below:
[X]on the same fixed or variable rate basis in effect before maturity (as
indicated above).
[ ]at a rate equal to ____________________________________________________.
[ ]LATE CHARGE: If a payment is made more than days after it is
due, I agree to pay a late charge of ________________________________________
_____________________________________________________________________________
[X] ADDITIONAL CHARGES: In addition to interest, I agree to pay the following
charges which H are H are not included in the principal amount above: $1,000
LOAN FEE.
PAYMENTS: I agree to pay this note as follows:
[X] INTEREST: I agree to pay accrued interest WITH PRINCIPAL.
[X] PRINCIPAL: I agree to pay the principal ON DEMAND, BUT IF NO DEMAND IS MADE.
[X] INSTALLMENTS: I agree to pay this note in 24 payments. The first payment
will be in the amount of $18,658.00 and will be due MARCH 2, 1998. A payment
of $18,658.00 will be due ON THE 2ND DAY OF EACH MONTH thereafter. The final
payment of the entire unpaid balance of principal and interest will be due
FEBRUARY 2, 2000.
ADDITIONAL TERMS:
**GENERAL PROVISION: THIS NOTE IS SUBJECT TO THE ARBITRATION PROGRAM ENTERED
INTO BETWEEN BORROWER AND LENDER.
**PLEASE SEE ATTACHED EXIM BANK "SPECIAL CONDITIONS" FOR ALL REQUIRED
CONDITIONS.
THIS WRITTEN LOAN AGREEMENT 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
Signature for Lender
X_______________________________________________________________________________
XXXX XXXXXXXXX, VICE PRESIDENT
________________________________________________________________________________
[X] SECURITY: This note is separately secured by (describe separate document by
type and date): SECURITY AGREEMENT, GUARANTY AGREEMENTS, ARBITRATION
AGREEMENT.
(This section is for your internal use. Failure to list a separate security
document does not mean the agreement will not secure this note.)
PURPOSE: The purpose of this loan is BUSINESS: PAYOFF LN#721099980; CONVERT TO
TERM LOAN.
SIGNATURES: I AGREE TO THE TERMS OF THIS NOTE (INCLUDING THOSE ON PAGE 2). I
have received a copy on today's date.
AMERICAN ENERGY SERVICES, INC.
BY: ____________________________________________________________________________
XXXXX XXXXXXX, PRESIDENT
BY: /s/ XXX XXXXXXX
OR XXX XXXXXXX, VICE PRESIDENT
________________________________________________________________________________
