EXHIBIT 10.1
LOAN MODIFICATION AGREEMENT
This agreement, made as of October 1, 2004, by and between Madison/Route 20,
LLC, and Ohio Limited Liability Company ("Lender") and American Stone
Corporation, a Delaware Corporation, herein referred to as "Borrower".
RECITALS:
A. On or about October 13, 2003, in consideration of a loan in such amount
("Loan"), Borrower executed and delivered to Lender its certain Promissory
Note in the original principal amount of Nine Hundred Thousand Dollars
($900,000.00) ("Note").
B. On or about October 13, 2003, in order to secure repayment of the Note,
Borrower executed and delivered to Lender and Open-End Mortgage and
Security Agreement, (herein "Mortgage"), and an Assignment of Rents and
Leases, (the "Assignment") with respect to those certain premises situated
in the Townships of Amherst and Brownhelm, County of Lorain and State of
Ohio ("Collateral Premises"); said Mortgage and said Assignment having
been thereafter duly field for record with the office of the Lorain County
Recorder on October 17, 2003 as Document Numbers 958695 #2012 and 958696
#2012 respectively. The Note, the Mortgage and the Assignment are
hereinafter collectively referred to as the "Loan Documents".
C. The present principal balance due and owing on the Note is the sum of Nine
Hundred Thousand Dollars ($900,000.00) in addition to which interest is
due and owing thereon form and after September 30, 2004.
D. Notwithstanding that the Maturity Date of the Loan is October 13, 2004,
Lender has agreed to modify the provisions of the Loan Documents for
repayment of the principal and interest due and owing on the Loan, and to
extend the Maturity Date thereof, all as is more fully set forth
hereinbelow.
Now therefore, in consideration of the mutual covenants herein, and of
other good and valuable consideration not recited in this Agreement, the
receipt of which is hereby acknowledged, the Borrower covenants, promises,
and agrees to pay to the Lender, its successors and assigns, the amounts
owed to Lender under the above-mentioned Loan, and to comply with the
terms of such documents as hereinafter set forth:
1. Incorporation of Recitals:
The recitals hereinabove set forth are hereby confirmed, ratified and
incorporated herein.
2. Modified Provisions for Repayment of Principal and Interest and
Maturity Date:
Commencing on October 1, 2004 the indebtedness evidenced by the Loan
Documents shall bear interest at a rate equal to three percent (3%) per
annum in excess of the "Prime Rate" of interest as announced, adjusted
and published from time to time by National City Bank of Cleveland,
Ohio it being understood and agreed that any change or adjustment in
said Prime Rate shall result in an immediate and corresponding
adjustment to the interest rate payable by Borrower to Lender.
Exhibit 10.1
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Principal interest shall be due and payable as follows: commencing on
November 1, 2004, and continuing on the first day of each month
thereafter, Borrower shall pay to Lender interest only in arrears;
provided that the entire balance of principal and interest due from
Borrower to Lender shall, if not sooner paid, be due and payable on
October 13, 2005, which is hereafter the "Maturity Date".
3. Additional Payments by Borrower to Lender
In consideration of the agreements of Lender herein, Borrower shall pay
to Lender promptly upon demand and in any event prior to October 13,
2004 the following sums, to-wit: (i) a Loan Extension Fee in the amount
of Three Thousand Dollars ($3,000.00); (ii) costs incurred by Lender's
counsel in connection with the preparation hereof in an amount not to
exceed Seven Hundred Fifty Dollars ($750.00); and (iii) costs incurred
by Lender in connection with the filing hereof with the office of the
Recorder of Lorain County, Ohio.
4. Borrower's Right to Further Extend Maturity Date
Lender agrees the Borrower may, be written notice to Lender given not
earlier than August 13, 2005 nor later than September 13, 2005, propose
to further extend the Maturity Date to October 13, 2006. In the event
that Borrower timely proposes such further extension of the Maturity
Date, Lender agrees to extend the Maturity Date to October 13, 2006,
subject to Lender's receipt, review, and approval of Borrower's
financial statements for the preceding 24 months, such approval not to
be unreasonably withheld. In the event of such further extension of the
Maturity Date, the interest rate and payment terms provided for
hereinabove shall be applicable, and the parties shall execute, deliver
and exchange a further loan modification agreement substantially in the
form hereof. In such event, Borrower shall pay to Lender and additional
loan modification fee in the sum of Three Thousand Dollars ($3,000.00)
as well as the cost of preparation and recordation of the further Loan
Modification Agreement.
5. Modification and Ratification
Upon execution hereof, the Loan Documents shall be deemed modified and
amended as herein provided, except as so modified and amended, the
terms and provisions of the Loan Documents are ratified, confirmed and
approved by the parties.
The undersigned hereby authorizes any attorney-at-law to appear in any
court of record in the State of Ohio, after the above obligation
becomes due as aforesaid, and waive the issuing and service of process
and confess judgment against the undersigned in favor of the holder
hereof for the amount then appearing due, together with costs of suit,
and thereupon to release all errors and waive all rights of appeal.
6. Warning
Warning - By signing this paper you give up your right to notice and
court trail. If you do not pay on time a court judgment may be taken
against you without your prior knowledge and the powers of a court can
be used to collect from you regardless of any claims you may have
against the creditor whether for returned goods, faulty goods, failure
on his part to comply with the agreement, or any other cause.
In testimony whereof, Lender and Borrower have hereunto affixed their
signatures as of the date and year first above written
Exhibit 10.1
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Lender: Borrower:
Madison/Route 20, LLC American Stone Corporation
By: By: /s/ Xxxxxxx X. Ciphers, Sr.
_______________________________ _________________________________
Xxxxxx X. Xxxxxxxxx, Member Xxxxxxx X. Ciphers, Sr., President
By:
_______________________________
Xxxxxxx X. Xxxxxxx, Member
STATE OF OHIO )
) SS.
COUNTY OF LORAIN )
Before me, a Notary Public in and for said County and State, personally
appeared the above named American Stone Corporation by Xxxxxxx Ciphers, its
President who acknowledge that he did sign the foregoing instrument and that the
same is his free and voluntary act and deed and the free and voluntary act and
deed of said corporation.
In testimony whereof, I have hereunto affixed my signature and official
seal at Amherst, Ohio the 13th day of October, 2004.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
Notary Public
STATE OF OHIO )
) SS.
COUNTY OF _____________ )
Before me, a Notary Public in and for said County and State, personally
appeared the above named Madison/Route 20, LLC by Xxxxxx X. Xxxxxxxxx and by
Xxxxxxx X. Xxxxxxx, its Members who acknowledged that they did sign the
foregoing instrument and that the same is their free and voluntary act and deed
and the free voluntary act and deed of said limited liability company.
In testimony whereof, I have hereunto affixed my signature and official
seal at ____________, Ohio the ___________ day of _____________, 2004.
Exhibit 10.1
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