PROMISSORY NOTES MODIFICATION AGREEMENT
EXHIBIT 1
PROMISSORY NOTES MODIFICATION AGREEMENT
THIS INSTRUMENT is entered into as of the 20th day of May, 2005, by and between XRG, Inc., a Delaware corporation (“Borrower”) and XXXXXX PARTNERS LP, or registered assigns (“Lender”).
W I T N E S S E T H:
WHEREAS, the Lender is the holder of certain Promissory Notes by Borrower to the Lender a summary of which is attached as Exhibit “A” hereto (the “Notes”); and
WHEREAS, the Borrower has requested that the time of payment for principal and accrued interest on the Notes be extended until December 31, 2005 for the Notes; and
WHEREAS, Lender has agreed to extend the time of payment of the principal indebtedness of the Notes upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of ten dollars ($10.00) paid by Borrower and other good and valuable consideration, receipt of which is acknowledged by Lender, the parties agree as follows:
1. Recitals. The above recitals are true and correct and are incorporated herein by reference.
2. Extension of Time of Payment/Interest. The time of payment of the principal indebtedness evidenced by the Notes, together with any unpaid accrued interest is hereby extended until December 31, 2005, at which time all unpaid principal, together with any unpaid interest accrued thereon, if any, shall be due and payable in full.
3. Subordination to Xxx Steel Note. Lender agrees to subordinate its right to payment and interest on the Notes and other future indebtedness, including a One Million Two Hundred Fifty Thousand Dollar ($1,250,000) working capital note to the payment in full of all principal and accrued interest due to Xxxxxxx X. Steel, Jr. pursuant to the terms and conditions of a Restated Five Hundred Thousand Dollar ($500,000) Promissory Note between Mr. Steel and the Borrower.
4. Miscellaneous.
(a) Except as specifically modified hereby, all terms of the Notes are ratified and confirmed.
(b) Borrower acknowledges that Notes, as modified herein, are in full force and effect and are binding upon Borrower, its successors and assigns without any right or claim of offset or other sum due. Lender expressly reserves all rights against Borrower.
IN WITNESS WHEREOF, the undersigned have signed this Agreement as of the date and year first written above.
| XRG, INC. | |||||
| By: /s/ XXXXXXX XXXXXXX | |||||
| Print Name: | XXXXXXX XXXXXXX | ||||
| Title: | Chief Executive Officer | ||||
| XXXXXX PARTNERS LP | |||||
| By: /s/ XXXXXX XXXXXX XXXXXX | |||||
| Print Name: | |||||
| Title: | |||||
EXHIBIT “A”
SUMMARY
OF
XXXXXX PARTNER, LP PROMISSORY NOTES FROM XRG, INC.
| Interest | Current | Extended | |||||||||||||||||||
| Date | Amount | Rate | Collateral | Maturity Date | Maturity Date | ||||||||||||||||
9/20/04
|
$ | 225,809.86 | 6 | % | 20 Trailers | 3/31/05 | 12/31/05 | ||||||||||||||
10/1/04
|
166,275.00 | 6 | % | 15 Tractors | 3/31/05 | 12/31/05 | |||||||||||||||
2/23/05
|
1,180,000.00 | 10 | % | All Assets | 4/23/05 | 12/31/05 | |||||||||||||||
3/3/05
|
800,000.00 | 10 | % | All Assets | 5/1/05 | 12/31/05 | |||||||||||||||
XXXXXX PARTNERS, LP
|
XRG, INC. | |
Initials
|
Initials |
