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EXHIBIT 4.17
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement (hereinafter "Agreement") is entered into
this 25th day of May, 1999, by and between Bank One, N.A. (hereinafter "Bank"),
successor in interest to Bank One, Youngstown, N.A. (hereinafter "Bank One,
Youngstown") successor in interest to Bank One, Texas, N.A. (hereinafter "Bank
One, Texas") and Everflow Eastern, Inc. and Everflow Eastern Partners, L.P.
(hereinafter collectively referred to as "Borrowers").
WHEREAS, on or about January 19, 1995 the Borrowers entered into a Credit
Agreement with Bank One, Texas. Pursuant to the Credit Agreement, Bank One,
Texas extended credit to Borrowers in the total principal amount of Seven
Million and 00/100 Dollars ($7,000,000) (hereinafter "Credit"), pursuant to
which Borrowers jointly and severally executed a Promissory Note in the
principal amount of Seven Million and 00/100 Dollars ($7,000,000) dated January
19, 1995.
WHEREAS, on or about January 25, 0000, Xxxx Xxx, Xxxxx and Bank One,
Youngstown entered into a Participation Agreement with respect to the Credit,
whereby Bank One, Youngstown participation with Bank One, Texas with respect to
the Credit.
WHEREAS, on or about June 16, 0000, Xxxx Xxx, Xxxxx, Bank One, Youngstown
and Borrowers entered into a loan Modification Agreement whereby Bank One,
Youngstown became the sole lender with respect to the Credit.
WHEREAS, on or about May 29, 1998, Bank and Borrowers entered into a Loan
Modification Agreement whereby Bank, NA amended the Commitment Termination Date
to May 31, 1999.
WHEREAS, the parties have agreed to modify the terms and conditions set
forth in the Credit Agreement and Promissory Note.
NOW THEREFORE, for mutual consideration and intending to be legally bound
hereby, the parties agree as follows:
1. COMMITMENT TERMINATION DATE. The Promissory Note and Credit Agreement
are hereby modified to provide that the outstanding balance of principal,
interest and other charges due pursuant to the Promissory Note, Credit
Agreement and prior Loan Modification Agreements shall be due and payable in
full on or before May 31, 2001. All other payments of interest or other amounts
provided
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for in the Promissory Note and/or Credit Agreement shall continue to be due and
owing in accordance with the terms of the Promissory Note and/or Credit
Agreement.
2. MODIFICATION OF OTHER DOCUMENTS. The terms and conditions set forth in
the Credit Agreement, Promissory Note and prior Loan Modification Agreement
shall remain in full force and effect except as expressly modified herein.
3. GOVERNING LAW/VENUE. This Agreement shall be governed by, construed and
enforced in accordance with the laws of the State of Ohio, and the venue for any
legal action commenced in connection with this transaction, the Promissory Note,
the Credit Agreement and/or the prior Loan Modification Agreement shall be the
Courts of Mahoning County, Ohio.
4. SEGREGATION. The invalidity of any portion of this Agreement will not
and shall not be deemed to affect the validity of any other provision. In the
event that any provision of this Agreement is held to be invalid, the parties
agree that the remaining provisions shall be deemed to be in full force and
effect as if they had been executed by all parties subsequent to the expungement
of the invalid provision. This clause shall also be applicable to any documents
executed in connection herewith.
5. INTEGRATION. This Agreement, the Promissory Note, as modified, the
Credit Agreement, as modified, and the Loan Modification Agreement constitute
the entire Agreement between the parties with respect to the subject hereof, and
any prior understanding or representation of any kind shall not be binding upon
any party hereto.
6. MODIFICATION. Any modification of this Agreement or any Related
Documents shall be binding only if placed in writing and signed by the parties
hereto with the same formality as this Agreement, the Promissory Note, the
Credit Agreement and/or the prior Loan Modification Agreement.
7. EFFECTIVE TIME OF AGREEMENT. This Agreement shall remain in full force
and effect until the Credit, including any extensions, modifications, and/or
renewals thereof, and any additional amounts due from Borrowers to Bank,
under this Agreement, the Promissory Note, the Credit Agreement and/or Loan
Modification Agreement, including any extensions, modifications and/or renewals
thereof, are paid in full.
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8. PARAGRAPH HEADINGS. The titles to the paragraphs of this Agreement are
solely for the convenience of the parties, and any ambiguity between the
language and the heading, if any shall be resolved in favor of the language of
the paragraph, without consideration of the language of the heading.
9. SUCCESSORS AND ASSIGNS. This Agreement shall be binding upon Borrowers,
their successors and, subject to Paragraph Ten (10) of this Agreement, assigns.
10. ASSIGNMENT. This Agreement, the Promissory Note, the Credit Agreement
and/or Loan Modification Agreement are not assignable by Borrowers without
Bank's prior written consent, and any attempt by borrowers to assign this
Agreement, the Promissory Note, the Credit Agreement and/or Loan Modification
Agreement without the prior written consent of Bank shall be deemed void. Bank
may make such an assignment at any time without consent or other limitation.
11. FURTHER ACTION. Borrowers will, upon request of Bank execute any other
documents and take any other action deemed by Bank necessary or appropriate in
connection with this Agreement.
NOW THEREFORE, this Agreement is entered into by the parties hereto on
the day and year written above.
Bank: Borrower:
Bank One, NA Everflow Eastern Partners, L.P.
By: /s/ Xxxxxxx X. Xxx, Vice President through its General Partner,
------------------------------- Everflow Management Company,
Xxxxxxx X. Xxx, Vice President through its Managing General
Partner, Everflow Management
Corporation.
By: /s/ Xxxxxx X. Xxxxxx, Pres.
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Xxxxxx X. Xxxxxx, President
Everflow Eastern, Inc.
By: /s/ Xxxxxx X. Xxxxxx, Pres.
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Xxxxxx X. Xxxxxx, President
