Exhibit 10.8
$1,415,836.00 Term Note
dated January 3, 2005
MODIFICATION AGREEMENT
This Modification Agreement ("Modification Agreement") is effective as of May 1,
2005. The parties to the Modification Agreement are Screw Compression Systems,
Inc. ("Borrower") and Western National Bank ("Lender").
RECITALS
On January 3, 2005, Borrower executed and delivered to Lender that certain Term
Promissory Note in the original principal sum of $1,415,836.00, bearing interest
at the rate stated therein, with a stated final maturity date of January 1, 2010
(the "Note"), pursuant to that certain Third Amended and Restated Loan Agreement
dated January 3, 2005 (the "Prior Loan Agreement"), as amended and restated in
that certain Fourth Amended and Restated Loan Agreement dated March 15, 2005
(the "Loan Agreement"). All liens, security interests and assignments securing
the Note are collectively called the "Liens". Terms defined in the Note or the
Loan Agreement and not otherwise defined herein shall have the same meanings
here as in those documents.
At Borrower's request, Borrower and Lender have agreed to enter into this
Modification Agreement to modify the interest provisions of the Note and to
ratify the Liens. Said modified interest provisions shall be effective as of May
1, 2005.
AGREEMENT
1. Modification of Interest Provisions of the Note. In lieu of the following
provisions which were contained in the first paragraph of the Note:
"...at a rate per annum which shall from day to day be equal
to the lesser of (a) a rate per annum (the "Established Rate") equal to
the greater of (i) one percent (1%) over the Prime Rate in effect from
day to day, or (ii) six percent (6.0%), or (b) the Highest Lawful Rate,
in each case calculated on the basis of actual days elapsed, but
computed as if each calendar year consisted of 360 days."
such provisions of the Note are changed to read in their entirety as follows:
"...at a rate per annum which shall from day to day be equal
to the lesser of (a) a rate per annum (the "Established Rate") equal to
the greater of (i) one-half percent (0.5%) over the Prime Rate in
effect from day to day, or (ii) six percent (6.0%), or (b) the Highest
Lawful Rate, in each case calculated on the basis of actual days
elapsed, but computed as if each calendar year consisted of 360 days."
1
3. Ratification of Liens. Borrower and Lender further agree that all Liens
securing the Note shall continue and carry forward until the Note and all
indebtedness evidenced thereby is paid in full. Borrower further agrees that
such liens are hereby ratified and affirmed as valid and subsisting against the
collateral described therein, and that this Modification Agreement shall in no
manner vitiate, affect or impair the Note or the Liens (except as expressly
modified in this Modification Agreement) and that such Liens shall not in any
manner be waived, released, altered or modified.
4. Miscellaneous.
(a) As modified hereby, the provisions of the Note and the Liens
shall continue in full force and effect, and Borrower
acknowledges and affirms its liability to Lender thereunder.
In the event of an inconsistency between this Modification
Agreement and the terms of the Note or of the Liens, this
Modification Agreement shall govern.
(b) Borrower hereby agrees to pay all costs and expenses incurred
by Lender in connection with the execution and administration
of this Modification Agreement.
(c) Any default by Borrower in the performance of its obligations
herein contained shall constitute a default under the Note and
the Liens and shall allow Lender to exercise any or all of its
remedies set forth in such Note and Liens or at law or in
equity.
(d) Lender does not, by its execution of this Modification
Agreement, waive any rights it may have against any person not
a party hereto.
(e) All terms, provisions, covenants, agreements, and conditions
of the Note and the Liens are unchanged, except as provided
herein. Borrower agrees that this Modification Agreement and
all of the covenants and agreements contained herein shall be
binding upon Borrower and shall inure to the benefit of Lender
and each of their respective heirs, executors, legal
representatives, successors, and permitted assigns.
THIS MODIFICATION AGREEMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF
PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREE MENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE
PARTIES.
2
Borrower:
---------
Screw Compression Systems, Inc.
By: /s/ Xxxx X. Xxxxxxx
----------------------------------------
Xxxx X. Xxxxxxx, President
Lender:
-------
Western National Bank
By /s/ Xxxxx X. Xxxxx
-----------------------------------------
Xxxxx X. Xxxxxx, Executive Vice President
STATE OF OKLAHOMA ss.
ss.
COUNTY OF XXXXXX xx.
This instrument was acknowledged before me on May 10, 2005, by Xxxx X.
Xxxxxxx, President of Screw Compression Systems, Inc., a Texas corporation, on
behalf of said corporation.
Notary Public, State of Oklahoma
Printed Name: Xxxxxxx X. Xxxxxx
----------------------------
Commission Expires: August 17, 0000
----------------------
XXXXX XX XXXXX ss.
ss.
COUNTY OF MIDLAND ss.
This instrument was acknowledged before me on May 11, 2005, by Xxxxx X.
Xxxxxx, Executive Vice President of Western National Bank, a national banking
association, on behalf of said association.
/s/ Xxxxxxx X. Xxxxxx
-----------------------------------------
Notary Public, State of Texas
3
