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EXHIBIT 10.22
February 9, 1996
Mr. Earl Thomas, Managing General Partner
Gold Line Refining, Ltd.
7324 Southwest Freeway, Suite 600
Houston, Texas 77074
Re: Proposed Modification of Promissory
Note dated as of March 15, 1996
Dear Earl:
Reference is made to your letter dated February 6, 1996 and to our
recent discussions relating to the proposed modification to the promissory note
(the "Promissory Note") dated as of March 15, 1995 drawn by Gold Line Refining,
Ltd. ("Gold Line") to the order of American International Refinery, Inc.
("AIRI") in the principal amount of One Million Eight Hundred One Thousand Four
Hundred Sixty-Four and 13/100 ($1,801,464.13). AIRI is willing to modify the
Promissory Note and the Promissory Note shall be deemed modified to read as set
forth in Exhibit "A" hereto ("Modified Note") upon the satisfaction by the
respective times set forth therein of the conditions set forth below:
1. Payment by February 29, 1996 pursuant to the terms of the
Amended and Restated Lease Agreement effective the 15th day of March 1995 by
and between AIRI and Gold Line (the "Lease") of $214,004, representing 1995
property taxes.
2. Payment of the rental due pursuant to Sections 3.2 and 3.6 of
the Lease for the month of January of $125,582 as soon as possible, but in no
event later than the end of business on February 20, 1996.
3. Receipt by Gold Line of April 1996 contract from the DFSC
("DFSC Contract") by no later than March 31, 1996.
4. Gold Line's execution and delivery of the Modified Note
simultaneously with its acknowledgement to this letter.
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Mr. Earl Thomas
February 9, 1996
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In partial consideration of the foregoing, Gold Line covenants
to process at AIRI's Lake Charles Louisiana refinery all feedstock necessary to
satisfy any DFSC contract obtained by it during the term of the Lease, in
accordance with the provisions thereof (the "Processing Covenant").
Snow Becker Krauss, P.C. (the "Escrow Agent") shall hold the
Promissory Note and the Modified Note in escrow. Upon satisfaction of the
conditions set forth in (1) through (4) above, the Escrow Agent shall release
the Promissory Note to Gold Line marked cancelled and the Modified Note to
AIRI. If AIRI notifies the Escrow Agent that the conditions set forth above
are not satisfied, Escrow Agent shall release the Promissory Note to AIRI and
return the Modified Note to Gold Line marked NULL AND VOID. The release of the
Promissory Note does not modify, waive or release Gold Line's obligation under
its Processing Convenant.
The execution of this letter agreement does not modify the Lease or
any other agreement to which both Gold Line and AIRI, and if applicable,
additional persons, are parties.
If the above accurately sets forth our understanding, pleas
acknowledge in the space provided below, at which time this letter agreement
shall be binding upon the parties.
Very truly yours,
AMERICAN INTERNATIONAL REFINERY, INC.
By: /s/ George N. Faris
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Dr. George N. Faris
President
Agreed and Accepted:
Gold Line Refining, Ltd.
By: /s/ Earl Thomas
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Earl Thomas
Managing General Partner
With respect to Acting as Escrow Agent:
Snow Becker Krauss, P.C.
By:
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