Exhibit 10.1
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement (hereinafter "Agreement") is entered
into this 28th day of August, 2001, by and between Bank One, N.A. (hereinafter
"Bank One"), 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 ($7,000,000.00) (hereinafter "Credit"), pursuant to
which Borrowers jointly and severally executed a Promissory Note in the
principal amount of Seven Million and 00/100 Dollars ($7,000,000.00) 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 participated 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
certain Loan Modification Agreement whereby Bank, NA amended the Commitment
Termination Date to May 31, 1999.
WHEREAS, on or about May 25, 1999, Bank One and Borrowers entered into
a certain Loan Modification Agreement whereby the commitment termination date
was extended until May 31, 2001.
WHEREAS, on or about September 19, 2000, Bank One and Borrowers entered
into a certain Loan Modification Agreement whereby the commitment termination
date was extended until May 31, 2002 and the commitment was reduced to an
aggregate principal amount of Four Million Dollars ($4,000,000.00).
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 hereto agree as follows:
1. MODIFICATION OF OTHER DOCUMENTS. The terms and conditions set forth
in the Credit Agreement, Promissory Note and prior Loan Modification Agreements
shall remain in full force and effect except as expressly modified herein.
2. 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, 2003. All other payments of interest or other
amounts provided 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, except for as otherwise 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 Agreements 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.
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.
through its General Partner, Everflow
By: /s/ Xxxxxxx X. Xxx Management Company, through its
--------------------------- Managing General Partner, Everflow
Xxxxxxx X. Xxx, Management Corporation.
Vice President
By: /s/ Xxxxxxx X. Xxxxxxxx
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Everflow Eastern, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Xxxxxxx X. Xxxxxxxx
