PAYOFF AGREEMENT
PAYOFF AGREEMENT, dated May 25, 1995 (the "Payoff Agreement"), by and among
Indian Refining Limited Partnership, an Illinois limited partnership ("IRLP"),
Indian Refining & Marketing Inc., an Illinois corporation ("IRMI"), Castle
Energy Corporation, a Delaware corporation ("Castle"), Indian Powerine L.P., an
Illinois limited partnership ("IPLP"), Metallgesellschaft Corp., a Delaware
corporation ("MG Corp."), MG Refining and Marketing, Inc., a Delaware
corporation ("MGRM"), and MG Trade Finance Corp., a Delaware corporation
("MGTF"). IRLP, IRMI, Castle and IPLP are collectively referred to herein as the
"Castle Parties," and MG Corp., MGRM and MGTF are collectively referred to
herein as the "MG Parties."
The parties hereto desire to resolve their respective obligations under and
in connection with (i) the Amended and Restated Revolving Loan and Security
Agreement, dated as of May 27, 1993, among IRLP, IRMI, and MGTF (the "Loan
Agreement"), (ii) the Amended and Restated Offtake Agreement, dated as of
October 1, 1993 (as amended, the "Offtake Agreement") between MGRM and IRLP,
(iii) the Amended and Restated Guaranty dated as of October 14, 1994 (as
amended, the "Guaranty") executed by Castle for the benefit of MGTF, (iv) the
Support Agreement dated as of May 27, 1993 executed by MG Corp. in favor of IRLP
(the "MG Corp. Support Agreement"), and (v) the Support Agreement dated as of
May 27, 1993 executed by Metallgesellschaft AG ("MGAG") in favor of IRLP (the
"MGAG Support Agreement") (the Loan Agreement, the Offtake Agreement, the
Guaranty, the MG Corp. Support Agreement and the MGAG Support Agreement together
with all promissory notes and guarantees related thereto and all exhibits and
schedules attached thereto and all security granted in connection therewith, are
collectively referred to as the "Documents").
ACCORDINGLY, in consideration of the covenants and subject to the
conditions contained herein, the parties hereto hereby agree as follows, it
being the intent of the parties that all of the actions, payments, and
deliveries provided for herein shall occur simultaneously upon the execution and
delivery hereof except as expressly otherwise provided:
1. Payoff and Termination of Loan Agreement and other Documents. On the
date hereof, IRLP shall pay (on or before 4:00 p.m. New York City time) to MGTF
the sum of $18,166,765.65 in immediately available funds by wire transfer in
full satisfaction of the Obligations (as defined in the Loan Agreement), and
upon such payment, the Loan Agreement and the other Documents, to the extent not
already terminated, shall terminate as of the date hereof and all rights and
obligations of all of the parties thereto under the Loan Agreement and the other
Documents, to the extent not already terminated, shall be terminated.
2. Release of Liens. On the date hereof, all liens and security interests
in and to all of IRLP's and IPLP's assets granted to any MG Party in connection
with the Documents, some of which have been assigned to Union Bank of
Switzerland, as collateral agent ("UBS"), will be deemed fully and finally
released. As of the date hereof, the MG Parties hereby agree, and hereby agree
to cause UBS, as secured party of record, to execute and deliver to IRLP or
IPLP, as applicable, the appropriate UCC-3 termination statements, mortgage
releases, and any other instruments or documents prepared by IRLP or IPLP that
IRLP or IPLP reasonably requests, and take and cause to be taken such further
actions as may be necessary or proper in the reasonable opinion of IRLP (the
form of such instruments, documents and/or actions to be subject to the review
and approval of the applicable MG Party, such approval not to be unreasonably
withheld or delayed.
3. Return of Collateral. On the date hereof, the appropriate MG Parties
shall, and shall cause UBS to, forthwith deliver to IRLP and IPLP Collateral
under the Documents and other evidences of release, including without
limitation, as set forth on Schedule I attached hereto.
4. Further Assurances. (a) Each of the Castle Parties shall, upon the
reasonable request of the MG Parties and MGAG, duly execute and deliver, or
cause to be duly executed and delivered, such further instruments prepared by an
MG Party and take and cause to be taken such further actions as may be necessary
or proper in the reasonable opinion of the MG Parties and MGAG (the form of such
instruments and/or actions to be subject to the review and approval of the
applicable Castle Party, such approval not to be unreasonably withheld) to carry
out more effectually the provisions and purposes of this Payoff Agreement.
(b) Each of the MG Parties and MGAG shall, upon the reasonable request of
the Castle Parties, duly execute and deliver, or cause to be duly executed and
delivered, such further instruments prepared by a Castle Party and take and
cause to be taken such further actions as may be necessary or proper in the
reasonable opinion of the Castle Parties (the form of such instruments and/or
actions to be subject to the review and approval of the applicable MG Party,
such approval not to be unreasonably withheld) to carry out more effectually the
provisions and purposes of this Payoff Agreement. Without limiting the
generality of the foregoing, not more than five business days after the date
hereof, MGTF and the applicable Castle Party shall execute and file stipulations
discontinuing and dismissing with prejudice the cases captioned MG Trade Finance
Corp. v. Indian Refining Limited Partnership, no. 108181/95 (Supreme Court of
the State of New York, New York County) and MG Trade Finance Corp. v. Castle
Energy Corporation, no. 95 C 04001 (Superior Court of the State of Delaware, New
Castle County).
5. Notices. All notices and other communications to any party hereunder
shall be in writing and shall be personally delivered or sent by certified mail,
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postage prepaid, return receipt requested, or by a reputable courier
delivery service or by prepaid telex or telecopy and shall be given to the
address or telex or telecopier number for such party set forth below such
party's signature to this Payoff Agreement, or to such other address or telex or
telecopier number as such party may hereafter specify by notice to the other
party. Each such notice or other communication shall be effective (a) if given
by telex or telecopier, when such telex or telecopy is transmitted to the telex
or telecopier number specified by this Section and the appropriate answerback or
confirmation is received, (b) if given by certified mail, 72 hours after such
communication is deposited with the post office, addressed as aforesaid or
(c) if given by any other means (including, without limitation, by courier),
when delivered at the address specified by this Section.
6. Amendments and Waivers. No amendment or waiver of any provision of this
Payoff Agreement shall in any event be effective unless the same shall be in
writing and signed by all parties hereto.
7. Binding Effect. This Payoff Agreement shall be binding upon and inure to
the benefit of the Castle Parties and the MG Parties and their respective
successors and permitted assigns; none of the parties hereto shall have the
right to assign any of their respective rights or obligations except as
expressly provided or permitted herein.
8. Execution in Counterparts. This Payoff Agreement may be executed in any
number of counterparts and by the different parties hereto on separate
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which shall together constitute one and the same agreement.
9. Integration. This Payoff Agreement and the documents delivered hereunder
and herewith contain a final and complete integration of all prior expressions
by the parties hereto with respect to the subject matter hereof and shall
constitute the entire agreement among the parties hereto with respect to the
subject matter hereof, superseding all prior oral and written understandings.
10. Captions. The captions of the sections of this Payoff Agreement have
been inserted for convenience only and shall not in any way affect the meaning
or construction of any provision of this Payoff Agreement.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Payoff
Agreement to be duly executed by its respective officers duly authorized as of
the day and year first above written.
INDIAN REFINING LIMITED PARTNERSHIP
BY INDIAN REFINING & MARKETING INC.,
ITS GENERAL PARTNER
By: /s/ William S. Sudhaus
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Title: Chief Executive Officer
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South Seventh Street
Lawrenceville, IL 62439
Attention: William S. Sudhaus
Telefax: (618) 943-4180
INDIAN REFINING & MARKETING INC.
By: /s/ William S. Sudhaus
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Title: Chief Executive Officer
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South Seventh Street
Lawrenceville, IL 62439
Attention: William S. Sudhaus
Telefax: (618) 943-4180
CASTLE ENERGY CORPORATION
By: /s/ Joseph L. Castle, II
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Title: Chief Executive Officer
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One Matsonford Road
Radnor, PA 19087
Telefax: (610) 995-0409
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INDIAN POWERINE LIMITED PARTNERSHIP
BY IP OIL CO., ITS GENERAL PARTNER
By: /s/ William S. Sudhaus
--------------------------------------------
Title: Chief Executive Officer
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1331 Lamar, Suite 1331
Houston, TX 77010
Telefax: (713) 650-8303
METALLGESELLSCHAFT CORP.
By: /s/ Marcelo Parra
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Title: Sr. Vice President and Treasurer
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520 Madison Avenue
New York, New York 10022
Attention: Arthur G. Taylor, Esq.
Telefax: (212) 826-9042
MG TRADE FINANCE CORP.
By: /s/ Joseph P. Gallagher
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Title: Vice President
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520 Madison Avenue
New York, New York 10022
Attention: Arthur G. Taylor, Esq.
Telefax: (212) 826-9042
MG REFINING AND MARKETING, INC.
By: /s/ Marcelo Parra
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Title: Vice President
----------------------------------------
520 Madison Avenue
New York, New York 10022
Attention: Arthur G. Taylor, Esq.
Telefax: (212) 826-9042
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