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$600,000 REVOLVING CREDIT FACILITY

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LETTERHEAD OF PNC BANK]



October 23, 1996



Mr. Timothy Harrington, President Able Oil Company, Inc. 344 Route 46 East Rockaway, NJ 07866



Re: $600,000.00 Reducing Revolving Credit Facility

$350,000.00 Line of Credit



Dear Mr. Harrington:



PNC BANK, NATIONAL ASSOCIATION (the "Bank") is pleased to advise you that we have approved a $600,000.00 Reducing Revolving Credit facility and a $350,000.00 Line of Credit (the "Credit Facilities") to Able Oil Company, Inc. (the "Borrower"). The Credit Facilities are described in the Summary of Terms and Conditions that is attached to and made a part of this letter (the "Summary") The Bank looks forward to working with you towards the closing of the Credit Facilities.



Although the Bank has approved the Credit Facilities, the Bank's obligations are subject to several conditions. First, the Borrower must accept this letter as provided below, and must comply with all the other conditions of this letter and the Summary. Alter receiving the Borrower's acceptance, the definitive Loan Documents can be prepared. The Bank's obligations are conditioned on the Loan Documents being signed and delivered to the Bank in a form that is satisfactory to the Bank. This letter is also issued subject to the statutory and other requirements by which the Bank is governed. Finally, the Bank's obligations under this letter are subject to the condition that no material adverse change occurs in the business, assets, operations, financial condition or business prospects of the Borrower or any guarantor, or with respect to any of the collateral for the Credit Facilities.



The Bank will not be responsible or liable for any damages, consequential or otherwise, that may be incurred or alleged by any person or entity, including the Borrower, as a result of this commitment letter.



This letter is for the Borrower's benefit only, and no other person may obtain any rights under this letter or be entitled to rely or claim reliance on this letter's terms and conditions. This letter may not be assigned by the Borrower, and none of the Borrower's rights under this letter may be transferred, without the Bank's prior written consent



The Borrower agrees to indemnify the Bank (and its directors, officers, employees, agents and controlling persons) against any and all claims, losses, damages, liabilities, costs and expenses (including, for example, fees and expenses of counsel and expert witnesses) which may be incurred by any of them in connection with any investigation, litigation or other proceeding relating to the Credit Facilities or this letter, or the proposed use of proceeds of the Credit Facilities, except for their own





Able Oil Company, Inc. October 23, 1996 Page 2





gross negligence or willful misconduct. The Borrower's indemnification obligations are in addition to any other liability it may otherwise have, and shall survive the termination of this letter.



This letter is issued in reliance on the information provided to the Bank by the Borrower in connection with the Borrower's request for the Credit Facilities and in any supporting documents and material. The Bank may cancel this letter if there is any misrepresentation or material inaccuracy in that information or any failure to include material information with the loan request. The Bank's willingness to provide the Credit Facilities is subject to its satisfaction with the business, assets, operations, condition and prospects of the Borrower and with the results of such other or further due diligence as the Bank believes appropriate If the Bank's continuing review discloses information (whether or not previously disclosed to the Bank) which would likely have a material adverse effect on the business, assets, operations, condition or prospects of the Borrower, then the Bank, in its sole discretion, may decline to provide the Credit Facilities.



This letter is for the Borrower's confidential use only. It may not be disclosed by the Borrower without the Banks prior written consent to any person (including any financial institution) other than your accountants, attorneys and other advisors, and then only in connection with the transactions contemplated by this letter and on a confidential basis.



The Borrower and the Bank irrevocably waive any and all rights they may have to a trial by jury in any action, proceeding or claim of any nature arising out of this letter and the transactions contemplated hereby and acknowledge that the foregoing waiver is knowing and voluntary.



All out-of-pocket costs and expenses of the Bank will be paid by the Borrower from time to time upon demand, including, for example, fees and expenses of legal counsel, and lien searches, recording and filing fees and taxes, incurred by the Bank in connection with the preparation, negotiation and delivery of this letter and the Loan Documents. Because the Bank will incur these expenses even if the Credit Facilities are not consummated for any reason, the Borrower's expense reimbursement agreement is unconditional.



WE HEREBY ADVISE YOU THAT THE INTERESTS OF THE BORROWER AND THE BANK ARE OR MAY BE DIFFERENT AND MAY CONFLICT. THE BANK'S ATTORNEY REPRESENTS ONLY THE BANK AND NOT THE BORROWER. THE BORROWER IS, THEREFORE, ADVISED TO EMPLOY AN ATTORNEY OF THE BORROWER'S CHOICE LICENSED TO PRACTICE LAW IN NEW JERSEY TO REPRESENT THE INTERESTS or THE BORROWER.



This letter is governed by the laws of New Jersey. No modification or waiver of any of the terms of this letter will be valid and binding unless agreed to in writing by the Rank. When accepted, this letter





Able Oil Company, Inc. October 23, 1996 Page 3





will constitute the entire agreement between the Bank and the Borrower concerning the Credit Facilities, and shall replace all prior understandings, statements, negotiations and written materials relating to the Credit Facilities.



To accept the terms of the Credit Facilities and this letter, please sign the enclosed copy of this letter and return it to me by October 24, 1996. If this letter is accepted, the Loan Documents must be signed by November 15, 1996, or this letter will terminate and the Bank will have no liability or further obligation.



We appreciate this opportunity to provide financial services to you, and look forward to your acceptance of this letter.



Very truly yours,



PNC BANK, NATIONAL ASSOCIATION





/s/ Frederic Angelo



Frederic Angelo Vice President



FJA/sw



With the intent to be legally bound, the above terms and conditions are hereby agreed to and accepted.



Able Oil Company, Inc.





By: Date:

------------------------------- ---------------------------------

Timothy Harrington, President





Able Oil Company, Inc. October 23, 1996 Page 4





With the intent to be legally bound, the above terms and conditions are hereby agreed to and accepted.



Acknowledgement of Guarantors



Able Oil Montgomery, Inc.





By: Date:

------------------------------- ---------------------------------



Able Oil Melbourne, Inc.





By: Date:

------------------------------- ---------------------------------



A & 0 Environmental Services, Inc.





By: Date:

------------------------------- ---------------------------------



Able Propane, LLC





By: Date:

------------------------------- ---------------------------------



By: Date:

------------------------------- ---------------------------------

Timothy Harrington, Individually





TERM SHEET



Borrower: Able Oil Company, Inc. (the "Borrower").



Bank: PNC Bank, National Association (the "Bank")



Credit Facilities: A) $600,000 reducing revolving credit for the purpose of

acquiring the assets of Northwest Petroleum and C.B.

Fuel Company, Inc.( the "seller") In no event will the

loan exceed one half of the purchase price.



B) $350,000 Line of Credit for seasonal working capital.



Amortization: A) Beginning one (1) month following the closing date, the

available amount under the revolving credit will be

reduced each month by one/forty eighth (1/48th) of the

initial amount of the loan.



B) At maturity, 6/30/97,



Interest Rates: A) The Bank's Prime Rate plus I % floating.



B) The Bank's Prime Rate plus 1/2% floating.



Commitment Fee: A) One (1) percent
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