Exhibit 10(p)
AMENDED
LETTER LOAN AGREEMENT
The Xxxxx Company
0000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Gentlemen:
This Amended Letter Loan Agreement supersedes the previous Amended Letter Loan
Agreement between the parties hereto dated September 1, 2000.
This Amended Letter Loan Agreement sets forth the terms and conditions under
which we have agreed to extend a revolving loan to you in the principal amount
of $1,750,000.00 (the "Loan").
1. LENDER: The Xxxxxxx X. Xxxxx and Xx Xxxxx
1988 Charitable Unitrust (the "Unitrust").
2. BORROWER: The Xxxxx Company.
3. AMOUNT: Such amounts as the Borrower may request from time to
time up to $1,750,000.00. The Loan shall be evidenced
by a promissory note in the amount of $1,750,000.00 dated
as of today (the "Note"). The Borrower shall be permitted
to obtain advances, make prepayments, and obtain
additional advances, up to the amount of the Note.
4. INTEREST RATE: A fixed rate of 10.00%.
5. REPAYMENT: Accrued interest shall be due and payable semi-
annually, beginning September 30, 2001 and
semi-annually thereafter, with the outstanding
principal balance (the "Indebtedness") plus unpaid
accrued interest due and payable on March 31, 2003.
6. COLLATERAL: A. Until the Indebtedness has been paid in full, the
Borrower agrees that it will not create, grant,
assume or suffer to exist any lien, mortgage or
encumbrance (a "Lien") on its working and overriding
royalty interests in the McElmo Dome Unit in Montezuma and
Xxxxxxx Counties of Colorado ("Interests"). The Borrower
will not sell, transfer, convey or otherwise dispose of
any of the Interests, whether pursuant to a single
transaction or a series of transactions.
B. At any time while there is Indebtedness outstanding
under the Note, the Trustees of the Unitrust may request,
and the Borrower agrees to grant to the Unitrust, a Lien
on its Interests, and in such event the Borrower will
immediately furnish such Assignments, Transfer Orders,
Security Agreements or other documents as the Trustees
may require in order to secure the Indebtedness.
7. COVENANT: Until the Indebtedness has been paid in full, the
Borrower will not sell, transfer, convey or otherwise
dispose of, all or a substantial portion of its assets now
owned or hereafter acquired, whether pursuant to a single
transaction or a series of transactions, and the
Borrower will not merge or consolidate with any person
or entity or permit any such merger or consolidation
with the Borrower. This paragraph specifically excludes
asset sales incurred in the normal course of business.
8. EVENTS OF
DEFAULT: If any of the following conditions or events ("Events of
Default") shall occur and be continuing:
A. Failure of the Borrower to pay when due any amounts,
including principal or interest on the Note (whether at
the stated maturity, upon acceleration or otherwise).
B. Any Event of Default as specified in the Note
C. Any default or breach in the performance of any covenant,
obligation, representation, warranty or provision
contained in this Letter Loan Agreement or in the Note
or in any other note or obligation of Borrower to the
Unitrust.
D. The Borrower shall: (i) apply for or consent to the
appointment of a custodian, receiver, trustee or
liquidator of the Borrower or any of its properties, (ii)
admit in writing the inability to pay, or generally fail
to pay, its debts when they come due, (iii) make a
general assignment for the benefit of creditors, (iv)
commence any proceeding relating to the bankruptcy,
reorganization, liquidation, receivership, conservator-
ship, insolvency, readjustment of debt, dissolution or
liquidation of the Borrower, or if corporate action
should be taken by the Borrower for the purpose of
effecting any of the foregoing, (v) suffer any such
appointment or commencement of a proceeding as described
in clause (i) or (iv) of this paragraph, which
appointment or proceeding is not terminated or discharged
within 60 days, or (vi) become insolvent.
THEN upon the occurrence of any Event of Default described in the
foregoing paragraphs the unpaid principal amount of and accrued
interest on the Loan shall automatically become immediately due and
payable, without presentment, demand, protest or other requirements of
any kind, all of which are hereby expressly waived by Borrower.
If the foregoing terms and conditions are acceptable to you, please acknowledge
your agreement by signing below and returning one copy of this Letter Loan
Agreement to us.
Sincerely,
LENDER:
THE XXXXXXX X. XXXXX AND XX XXXXX
1988 CHARITABLE UNITRUST
XXXXXXX X. XXXXX XX XXXXX
Xxxxxxx X. Xxxxx, Trustee Xx Xxxxx, Trustee
Accepted effective this 31st day of March, 2001.
BORROWER:
THE XXXXX COMPANY
XXXX XXX, XX.
Xxxx Xxx, Xx., President
