Exhibit 10(cc)
April 3, 2000
LETTER LOAN AGREEMENT
The Xxxxx Company
0000 X. Xxx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
Gentlemen:
This 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 $1,000,000.00 (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
$1,000,000.00. The Loan shall be
evidenced by a promissory note in the
amount of $1,000,000.00 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: The entire principal amount of the Note
and all accrued interest thereon (the
"Indebtedness") will be due and payable
on July 2, 2001.
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 ("Royalty
Interests"). The Borrower will not
sell, transfer, convey or otherwise
dispose of any of the Royalty 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
Royalty 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 trans-
actions, 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, conservatorship,
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,
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 3rd day of April, 2000.
BORROWER:
THE XXXXX COMPANY
XXXX XXX, XX.
Xxxx Xxx, Xx., President
