Exhibit 10.25
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First South
Farm Credit
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713 South Pear Orchard Road, Suite 102 •
Ridgeland, MS 39157
P.O. Box 1709 • Ridgeland, MS
39158-1709
(601) 977-8353 • fax (601)
977-8358 • www.firstsouthfarmcredit.com
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September 19, 2006
VIA E-MAIL
Mr. Darrell Dubroc,
CEO
Vanguard Synfuels, LLC
P.O. Box 399
Pollock, LA 71467
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Re:
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Vanguard
Synfuels, LLC (Vanguard’) Loans with First South Farm Credit,
ACA (“First South”)
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Gentlemen:
First South Farm Credit, ACA
(“First South”) has considered the request to release
the existing six individual guarantors (the
“Guarantor”) for Vanguards loans, and accept a
guarantee of Diametrics Medical, Inc. (“DMED”). This is
to advise that First South agrees to release the (six individual)
Guarantors provided all of the following conditions are met,
satisfied, and delivered to First South, on or before 4:00 p.m.
CDT, Friday, September 29, 2006.
(1) DMED acquires 100% of the
membership/ownership interest in Vanguard Synfuels, LLC, and
satisfactory evidence thereof is furnished to First
South;
(2) First South is furnished with a
copy of the Articles and By-Laws of DMED, as amended, to date,
along with a certificate of good standing from the State of its
incorporation;
(3) Furnish evidence satisfactory to
First South, in its sole discretion, of the cash investment of
$7,000,000.00 in equity in DMED;
(4) Furnish a certified resolution
of the board of directors of DMED acknowledging that Vanguard is a
100% owned subsidiary of DMED and that it serves a legitimate
business purpose for DMED to unconditionally and in solido (jointly
and severally) with Vanguard, guarantee the timely payment and
performance of all indebtedness and obligations of Vanguard to
First South, which resolution would also authorize a duly
designated (named) officer to execute the continuing guaranty
agreement in the form of Exhibit “A” hereto (the
“Guaranty”) for any and all of the present and/or
future indebtedness and obligations of Vanguard to First South.
First South would also need to be furnished with Vanguard’s
Board of Managers/Directors consent resolution authorizing a named
official to enter into the amendment to the loan agreement, under
such terms and conditions as said official deems
appropriate.
(5) DMED would execute and deliver
the Guaranty to First South.
(6) Vanguard and First South would
execute and deliver a First Amendment to Loan Agreement in the form
of Exhibit ‘B’ attached hereto.
(7) Upon timely satisfaction of the
above conditions, First South will promptly (within 2 business
days) deliver to an agent for Vanguard, DMED and each of the
Guarantors (“Agent”), as set forth in the First
Amendment to Loan Agreement, the original of each of the existing
Guarantors guaranty agreements, each marked “Cancelled and
Released.” The delivery of the original guaranty agreements
will be made by sending each of the six original guaranty
agreements by U.S Certified Mail addressed to Agent as set forth in
the First Amendment to Loan Agreement.
*****************************************************************************
First South’s agreement to
release the existing Guarantors is further conditioned upon all of
the documents, documentation and supporting evidence required above
to be satisfactory in form and substance to First South, in its
sole discretion, and Vanguard shall promptly (on or before
September 29, 2006) pay all costs and expenses related to the
negotiation of this agreement and finalizing the proposed
transaction, including paying First South’s attorney fees of
$3,000.00. Failure to timely pay said sums shall be an Event of
Default under the Loan Agreement. Finally, this proposal will
expire and terminate unless Vanguard and DMED both accept this
proposal in writing and return their signed acceptance to First
South or on before 4:00 p.m. CDT Wednesday, September 20,
2006. Fax or electronic signatures will be deemed acceptable as
originals, and the acceptance may be executed in multiple
counterparts.
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Very truly yours,
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FIRST SOUTH
FARM CREDIT, ACA
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/s/ Timothy C.
Dupuy
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Timothy C. Dupuy,
Division Vice President
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cc:
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John Hurt, via
email: jhurt@firstsouthfarmcredit.com
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Cecil Corbello,
via email: ccorbello@,firstsouthfarmcredit.com
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A. Michael
Dufilho, attorney, via email:
michael.dufilho@taylorporter.com
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AGREED TO AND ACCEPTED:
VANGUARD SYNFUELS, LLC
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AGREED TO AND ACCEPTED:
DIAMETRICS MEDICAL, INC.
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By:
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/s/ Darrell
Dubroc
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By:
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/s/ W. Bruce
Comer III
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Name:
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Darrell
Dubroc
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Name:
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W. Bruce Comer
III
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Duly
Authorized
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Duly
Authorized
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Date:
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Date:
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EXHIBIT
“A”
CONTINUING
GUARANTY
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Debtor:
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Vanguard Svnfuels, LLC
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Pollock. Louisiana
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In consideration of FIRST SOUTH FARM
CREDIT, ACA (“Creditor”) making loans or advances or
otherwise giving credit to the above named debtor
(“Debtor”), as Creditor and Debtor may from time to
time agree upon, the undersigned guarantor
(“Guarantor”), does hereby unconditionally and in
solido with Debtor, guarantee to Creditor, its successors and
assigns, and all future holder or holders of this Continuing
Guaranty, which is hereby declared to be transferable, the prompt
payment of all debts, obligations, and liabilities, whether direct,
indirect, absolute, contingent, secured, or unsecured, (hereinafter
collectively referred to some times as “Obligations”)
which Debtor may now or at any time, or times, hereafter owe, or be
liable to pay to Creditor, and Guarantor agrees to pay the same
promptly when due and at all times thereafter, without notice or
demand. Should Debtor be or become insolvent, then Guarantor agrees
to pay all Obligations forthwith whether then due or not
due.
Creditor may sell, pledge, assign,
discount, rediscount, surrender, compound, release, renew, extend,
forebear, alter, exchange, or otherwise deal with and/or dispose of
any and all property, securities, collateral, endorsements and
guaranties now or hereafter held by said Creditor as security,
indemnity, or otherwise, upon such terms and conditions as Creditor
in its sole discretion may deem advisable, and Creditor may, from
time to time, make such changes in, renewals and extensions of
time, mode and terms of payment of said Obligations of Debtor, and
of the time, mode and terms of payment of all or any endorsements
and guaranties of said Obligations made by others, as Creditor in
its sole discretion may deem advisable; all without in any way
affecting, limiting, or prejudicing the Creditor’s rights or
the Guarantor’s liability under this Continuing Guaranty.
Creditor is hereby irrevocably authorized and empowered at any and
all times to impute or apply, as it may see fit, any payment or
payments which may be made by Debtor or by others on Debtor’s
Obligations.
This guaranty shall be a continuing
guaranty, and shall remain in full force and effect until
terminated by the Creditor’s receipt of 30 days prior written
notice of its termination; but such termination shall not affect or
impair said Guarantor’s liability hereunder as to any
Obligations of the Debtor existing on the effective date of such
termination, or as to any subsequent modifications, renewals,
extensions or changes in the form or evidence of said existing
Obligations, whether such Obligations are matured or not upon the
effective date of termination. Such termination shall not affect
Creditor’s right to release, modify or otherwise change the
security or collateral Creditor may hold, or to release or modify
the liability of any of the undersigned signor(s) or of any other
surety or guarantor of Debtor’s Obligations it being agreed
that Creditor may take such action in regard to such security or
collateral or sureties or guarantors as Creditor in its sole
discretion may deem advisable. It is further agreed that upon
receipt of notice of termination, Creditor is under no
obliga