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EXHIBIT 10.15
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LOAN AGREEMENT
LOAN AGREEMENT, dated August 16, 2000 between Tengasco Pipeline
Corporation, a Tennessee corporation, ("Borrower"), and Morita Properties, Inc.
("Lender").
WITNESSETH:
WHEREAS, the Borrower has requested that the Lender make the loan (as
hereinafter defined) and the Lender has agreed to make the Loan on and subject
to the terms and conditions hereof;
NOW, THEREFORE, each of the parties hereto, for good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged,
hereby agree as follows:
AGREEMENT:
1. Subject to the terms and conditions hereof, the Lender hereby agrees to
make a loan (the "Loan") to the Borrower in the amount of $500,000 to be
made available as follows: $250,000 on August 16, 2000 and the remainder
to be made available as follows: $250,000 on August 31, 2000.
2. The Borrower hereby unconditionally promises to pay to the Lender the full
outstanding principal amount of the Loan, together with all unpaid
interest thereon and all other outstanding unpaid amounts owing to the
Lender under or in connection with the Loan Documents, on or before August
16, 2005. The Borrower hereby agrees to pay interest on the unpaid
principal amount of the Loan at the rate of 10.75% payable monthly with
the first payment due on March 16, 2001. The Loan shall be evidenced by a
Note in the form attached hereto.
3. As part consideration for making the Loan, Borrower will pay Lender a
throughput fee in accordance with the form of Throughput Agreement
attached hereto, while the Loan is outstanding.
4. The principal of the Note may be prepaid, in whole or in part, at any
time.
5. If all or a portion of any interest payment shall not be paid when due,
such overdue amount shall, to the fullest extent permitted by law, bear
interest at a rate of 10.75% per annum.
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6. All payments to be made by the Borrower to the Lender at the following
address:
35 Park Avenue, #8F
New York, NY 10016
or such other address as the Lender may from time to time designate.
7. The Loan is secured by a first lien upon all the pipeline properties,
rights of way, and facilities owned by Borrower and to be constructed with
the proceeds of the Loan.
8. In the event the Borrower fails to pay any principal of or interest on the
Loan when due and payment, or application is made by the Borrower for the
appointment of a receiver, trustee or custodian for any of the Borrower's
assets; or a petition under any section or chapter of the federal
Bankruptcy Code or any similar law shall be filed by the Borrower; or the
Borrower makes an assignment for the benefit of its creditors or any case
or proceeding is filed by the Borrower for its dissolution, liquidation or
termination and the Borrower shall fail to sure such default within ten
(10) days of the receipt of written notice from the Lender, the balance
due under the Note may, at the option of the Lender be declared, and
immediately shall become, due and payable.
9. The Borrower agrees unconditionally upon demand to pay or reimburse the
Lender for all reasonable out-of-pocket costs, expenses and disbursements,
including but not limited to fees and expenses of counsel, incurred by
Lender in connection with the enforcement of this Agreement.
10. No course of dealing and no delay or failure of the Lender in exercising
any right, power, remedy or privilege under this Agreement shall affect
any other or future exercise thereof or operate as a waiver thereof.
11. This Agreement and the other Loan Documents shall be binding upon and
inure to the benefit of the successors and assigns of the Borrower and the
Lender.
12. Except as otherwise expressly provided for in this Agreement, the Borrower
waives presentment, demand and protest and notice of presentment, protest,
default, nonpayment, maturity, release, compromise, settlement, extension
or renewal of any and all commercial paper, accounts, contract rights,
documents, instruments, chattel paper and guarantees at any time held by
the Lender on which the Borrower may in any way be liable and hereby
ratifies and confirms whatever the Lender may do in this regard; and (ii)
the benefit of all valuation, appraisement and exemption laws.
13. Except as otherwise provided herein, any notice or other written
communication required hereunder shall be in writing, and shall be deemed
to have been validly served, given or delivered (i) upon deposit in the
United States mail, with proper
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postage prepaid, (ii) by hand delivery, (iii) by overnight express mail
courier, or (iv) by telecopier, and addressed to the party to be notified
at the address set forth below or to such other address as each party may
designate for itself in writing by like notice.
To the Lender:
35 Park Avenue, #8F
New York, NY 10016
To the Borrower:
Tengasco Pipeline Corporation
603 Main Avenue, Suite 500
Knoxville, TN 37902
Facsimile: (865) 523-9894
14. This Agreement represents the entire agreement between the parties and may
not be amended, modified or changed, except by a writing executed by both
parties.
15. This Agreement may be executed in counterparts.
IN WITNESS WHEREOF, and intending to be legally bound hereby, this
Agreement has been duly signed, sealed and delivered by the undersigned as of
the day and year specified at the beginning hereof.
ATTEST: BORROWER
TENGASCO PIPELINE CORPORATION
/s/ Elizabeth A. Wendelken By: /s/ Robert M. Carter
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Elizabeth A. Wendelken, Secretary Robert M. Carter, President
LENDER MORITA PROPERTIES, INC.
By: /s/ Shigemi Morita
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Shigemi Morita, President
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