Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Register for free to join our community of investors and share your ideas. You will also get access to streaming quotes, interactive charts, trades, portfolio, live options flow and more tools.
Added 500 more $9.70 will keep adding if it keeps dropping.
HUN on sale today on earnings warning, started a position with 1000 shares at $9.95
Woohoo!! Down 26 spots in chase contest...
2 4 18 18 chase please
So this came to me in a dream and definitely NOT from Lee so take it for what its worth.
As you may be aware, Copper King Mining Company has confirmed its Joint Plan of Reorganization (the "Plan") by order of the Bankruptcy Court.
The Plan and the Confirmation Order provided that the "old" pre-confirmation securities of Copper King were canceled. Accordingly, the old Copper King shares have value only as a place holder.
New share certificates for the common stock of reorganized Copper King are being issued Pursuant to the Plan, Copper King shareholders are to receive their pro rata share of 3,180,000 shares of reorganized Copper King common stock, which is estimated to be approximately 31.8% of the outstanding shares of reorganized Copper King's common stock. Each shareholder will receive approximately one (1) share of reorganized Copper King stock for every 1856 shares of old pre-confirmation stock held of record. Note that your new share certificate will have a different CUSIP number than your old shares and the new stock will be identified by this CUSIP number.
Old CUSIP number 21750M 109 (Certificates bearing this number are canceled)
New CUSIP number 21750M 208 (New Certificates issued on a pro rata basis will have this number)
Some Shareholders have recently noticed that their old shares are no longer shown in their brokerage account. That is a step taken by the brokers in response to the Depository Trust Corporation’s cancellation of the old shares.
Please note: We have found that when you call you brokerage and talk to a broker, in most cases, they do not know that new shares are being issued.
New share certificates are being issued to your broker and should be placed in your account. You should not need to take any action to make this happen.
4 18 20 with 20 chase
thanks
Since there seems to be some concern by a few, here is NOT the latest status of getting the new shares out.
Latest status issuing shares to the brokers is there is still some count discrepancies with 16 of the 80 or so brokers. Not sure what is causing it but they are trying to figure it out this weekend, Keep in mind there are thousands of certs and billions of old shares to get straight. Pure speculation on my part but some of the clearing houses have closed and changed hands in the past few years and some brokers have several different address's for the same firm. It also crossed my mind that since they are coming up with too many shares due to some brokers that it is possible some were sold short and not covered?? Honestly dont know what the issue is on those 16 brokers but they are working through it.
Again, that is NOT the status, take it for what you will....
Transfer agent says she is still working on getting the shares out to the brokers.
I tried to exercise through Fidelity but could not find the right button to push. I sent them a message and they said I had to call a rep and have them read me the disclosure statement etc, so I chose just to buy more on the open market. As I noted yesterday it took all day to fill at my bid price, was done 100 shares at a time for 1000 shares. I suspect those who are holding large amounts will choose the exercise route since buying large blocks would drive the price up and they would take forever to fill. But, going the exercise route sends money directly to the company to use whereas buying on the open market just sends money to whoever is selling.
TAMPA, Fla., Sep 17, 2015 (GLOBE NEWSWIRE via COMTEX) --
Odyssey Marine Exploration, Inc. OMEX, a pioneer in the field of deep-ocean exploration, today provided an update on the "Don Diego" project.
Coring and testing completed to date, and calculated on a NI 43-101 compliant basis, verified by expert third parties, have determined that the resource estimate includes 588 million tonnes of phosphate ore with an average in situ P2O5 of 18.1%, comprised of 114.9 million ore tonnes of measured phosphorite, 243.6 million tonnes of indicated phosphorite and 229.9 million tonnes of inferred phosphorite. This is an increase of 19% from the last reported resource estimate of 494 million (measured, indicated, inferred) tonnes of phosphate ore.
Recent testing indicates the material will easily process into a market-grade product of phosphate rock concentrate suitable for acid production and subsequent fertilizer production. Within the current resource, there is a geographically refined high-grade component that could yield a sized product of approximately 29% P2O5.
This resource estimate does not include concession areas where testing has not yet been conducted or areas below the core sample depth, where the core ended with high mineralization. Additional testing is expected to increase phosphorite resources in the deposit and updates will be provided when completed.
Due to the extra time it has taken for the project to work its way through the regulatory process in Mexico, Odyssey has implemented multiple cash management strategies to minimize the short-term cash impact. This includes generating additional cash and curtailing expenses as appropriate. To this end, and in agreement with its bank, Odyssey changed the maturity date of its bank loans in order to postpone until December the $1.4 million payment originally due to the bank in August, freeing that cash for immediate use in general operations. The company has also recently increased coin sales from its inventory and is evaluating options to sell its headquarters building. Odyssey has received expressions of interest for the purchase of its building, which is located in an area of Tampa that is currently undergoing substantial re-development. Odyssey has significant equity in the building, and it is envisioned that any potential sales transaction would include a lease back of existing office space, so that this potential transaction will cause no disruption to the business.
About Odyssey Marine Exploration
Odyssey Marine Exploration, Inc. OMEX, -1.31% is engaged in deep-ocean exploration using innovative methods and state of-the-art technology for shipwreck projects and mineral exploration. For additional details, please visit www.odysseymarine.com. The company also maintains a Facebook page at http://www.facebook.com/OdysseyMarine and a Twitter feed @OdysseyMarine. For additional details on Odyssey Marine Exploration, please visit www.odysseymarine.com.
Forward Looking Information
Odyssey Marine Exploration believes the information set forth in this Press Release may include "forward looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. Certain factors that could cause results to differ materially from those projected in the forward-looking statements are set forth in "Risk Factors" in Part I, Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the Securities and Exchange Commission on March 16, 2015. The financial and operating projections as well as estimates of mining assets are based solely on the assumptions developed by Odyssey that it believes are reasonable based upon information available to Odyssey as of the date of this release. All projections and estimates are subject to material uncertainties, and should not be viewed as a prediction or an assurance of actual future performance. The validity and accuracy of Odyssey's projections will depend upon unpredictable future events, many of which are beyond Odyssey's control and, accordingly, no assurance can be given that Odyssey's assumptions will prove true or that its projected results will be achieved.
Cautionary Note to U.S. Investors
The U.S. Securities and Exchange Commission (SEC) permits mining companies, in their filings with the SEC, to disclose only those mineral deposits that a company can economically and legally extract or produce. We use certain terms in this press release, such as "measured" "indicated," and "inferred" "resources," which the SEC guidelines strictly prohibit us from including in our filings with the SEC. "Inferred mineral resources" have a great amount of uncertainty as to their existence, and great uncertainty as to their economic and legal feasibility. It cannot be assumed that all or any part of an inferred mineral resource will ever be upgraded to a higher category. U.S. investors are cautioned not to assume that part or all of the inferred mineral resource exists, or is economically or legally mineable, and urged to consider closely the disclosures in our Form 10-K which may be secured from us or from the SEC's website at http://www.sec.gov/edgar.shtml.
MEDIA CONTACT: Liz Shows Odyssey Marine Exploration, Inc. (813) 876-1776 x 2335 lsho
Agreed, will try and make that happen.
Added 1000 shares today at $1.32 order filled very slowly, 100 at a time.
Item 1.01. Entry Into a Material Definitive Agreement.
On September 9, 2015, Odyssey Marine Exploration, Inc. (the “Company”) amended its three existing loan agreements with Fifth Third Bank (the “Bank”). The Company paid a fee of $25,000 to the Bank related to these amendments.
The Non-Revolving Line of Credit Promissory Note (referred to as “Project Loan Two” in the Company’s most recent SEC Form 10-K and Forms 10-Q filed thereafter) dated May 7, 2014, as amended on May 7, 2015, in the original principal amount of $10.0 million and with a current principal balance of $7.7 million, was further amended to (a) provide that the principal amount of $1.4 million due on August 31, 2015, is now due on December 17, 2015, and (b) require the Company to pay into an interest reserve account an amount necessary to bring the amount in such account up to the amount reasonably estimated by the Bank to prefund the amount of interest to be due and payable by the Company with respect to this loan through the extended maturity date.
The Renewal Commercial Term Promissory Note (referred to as the “Term Loan” in the Company’s most recent SEC Form 10-K and Forms 10-Q filed thereafter) dated July 11, 2013, in the original principal amount of $5.0 million and a current principal balance of $3.0 million, was amended to (a) provide that the principal payments that were due in January 2016 and July 2016 are now due on December 17, 2015, and (b) require the Company to pay into an interest reserve account an amount necessary to bring the amount in such account up to the amount reasonably estimated by the Bank to prefund the amount of interest to be due and payable by the Company with respect to this loan through the amended maturity date.
The Renewal Commercial Promissory Note (referred to as the “Mortgage Loan” in the Company’s most recent SEC Form 10-K and Forms 10-Q filed thereafter) dated July 11, 2013, with a current principal balance of $1.0 million, was amended to (a) provide that the final payment of principal is due on December 17, 2015, rather than in July 2016, with payments of principal due and payable monthly until the final payment date, and (b) require the Company to pay into an interest reserve account an amount necessary to bring the amount in such account up to the amount reasonably estimated by the Bank to prefund the amount of interest to be due and payable by the Company with respect to this loan through the amended maturity date.
The amendments described above are set forth in an agreement between the Company and the Bank, dated as of September 9, 2015 (the “Amendment Agreement”). The foregoing descriptions of the amendments do not purport to be complete and are qualified in their entirety to the full text of the Amendment Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth below under Item 1.01 (Entry Into a Material Definitive Agreement) is hereby incorporated by reference into this Item 2.03.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As previously reported, on March 9, 2015, the Company received a letter from the Listing Qualifications Staff (the “Staff”) of The NASDAQ Stock Market notifying the Company that, because the closing bid price of its common stock had been below $1.00 for 30 consecutive business days, it no longer complied with the requirements for continued listing on the NASDAQ Capital Market set forth in
NASDAQ Listing Rule 5550(a)(2). In accordance with NASDAQ Listing Rule 5810(c)(3)(A), the Company was provided a period of 180 calendar days in which to regain compliance. In order to regain compliance with the minimum bid price requirement, the closing bid price of the Company’s common stock must have been at least $1.00 per share for a minimum of ten consecutive business days during the 180-day period.
On September 9, 2015, the Company was notified by the Staff that, based on the Company’s continued non-compliance with the $1.00 minimum closing bid price requirement for continued listing, as set forth in NASDAQ Listing Rule 5550(a)(2), the Company’s securities are subject to delisting from NASDAQ unless the Company timely requests a hearing before the NASDAQ Hearings Panel (the “Panel”). The Company has requested a hearing before the Panel, at which the Company will present its plan to regain compliance with all applicable requirements for continued listing on NASDAQ. This request has been granted and the hearing is scheduled for the end of October. The Company is also considering available options to regain compliance with the listing requirements, which will be set forth in the plan presented to the Panel. The Company’s common stock will continue to trade on The NASDAQ Capital Market under the symbol “OMEX” during the hearing process.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) Shell Company Transactions.
Not applicable.
(d) Exhibits.
10.1 Amendment Agreement, dated September 9, 2015, between the Company and Fifth Third Bank.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ODYSSEY MARINE EXPLORATION, INC.
Dated: September 15, 2015 By:
/s/ Philip S. Devine
Philip S. Devine
Chief Financial Officer
Exhibit 10.1
AMENDMENT TO LOAN AGREEMENT,
NON-REVOLVING LINE OF CREDIT PROMISSORY NOTE,
AND RELATED LOAN AND SECURITY DOCUMENTS
AMENDMENT TO REVOLVING CREDIT LOAN AND SECURITY
AGREEMENT, RENEWAL COMMERCIAL TERM PROMISSORY
NOTE, AND RELATED LOAN AND SECURITY DOCUMENTS
AMENDMENT TO MORTGAGE AND NOTE MODIFICATION AND
RENEWAL AGREEMENT, AND RENEWAL COMMERCIAL
PROMISSORY NOTE, AND RELATED LOAN AND SECURITY DOCUMENTS
These amendments (collectively, the “Amendments”) are made and entered into effective as of the 9th day of September, 2015, by and between ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation (“Borrower”), and FIFTH THIRD BANK, an Ohio banking corporation, (“Lender”).
RECITALS
A. Non-Revolving Loan. Borrower requested, and Lender made available to Borrower, a loan (the “Non-Revolving Loan”) in the amount of $10,000,000.00, as evidenced by that certain Non-Revolving Line of Credit Promissory Note made by Borrower in favor of Lender dated May 7, 2014, in the original principal amount of Ten Million and 00/100 Dollars ($10,000,000.00) (the “Non-Revolving Note”). The Non-Revolving Loan is evidenced by, among other things, that certain Loan Agreement made by Borrower and Lender, dated May 7, 2014 (the “Non-Revolving Loan Agreement”), as amended. The foregoing documents described in this Recital A and all other documents evidencing, securing, executed or delivered in connection with the Non-Revolving Loan are referred to hereinafter as the “Non-Revolving Loan Documents.”
B. Revolving Loan. Borrower is also the borrower from Lender in the amount of $5,000,000.00 (the “Revolving Loan”), as evidenced by that certain Renewal Commercial Term Promissory Note made by Borrower in favor of Lender dated July 11, 2013, in the original principal amount of Five Million and 00/100 Dollars ($5,000,000.00) (the “Revolving Note”). The Revolving Loan is evidenced by, among other things, that certain Revolving Credit Loan and Security Agreement made by Borrower and Lender, dated February 7, 2008, as amended. The foregoing documents described in this Recital B and all other documents evidencing, securing, executed or delivered in connection with the Revolving Loan are referred to hereinafter as the “Revolving Loan Documents.”
C. Mortgage Loan. Borrower is also the borrower from Lender in the amount of $1,302,000.00 (the “Mortgage Loan”), as evidenced by that certain Renewal Commercial Promissory Note dated July 11, 2013, in the original principal amount of One Million Three Hundred Two Thousand and 00/100 Dollars ($1,302,000.00). The Mortgage Loan is evidenced and secured, among other things, by that certain Mortgage and Note Modification and Renewal Agreement granted by Borrower in favor of Lender dated July 11, 2013 and recorded in O.R.
1
Book 22033, Page 407 of the Official Records of Hillsborough County, Florida (the “Mortgage”). The foregoing documents described in this Recital C and all other documents evidencing, securing, executed or delivered in connection with the Mortgage Loan are referred to hereinafter as the “Mortgage Loan Documents.”
D. Borrower has requested Lender to modify the payment obligations of the Non-Revolving Note and to extend the Maturity Date of the Odyssey Notes (as defined below), and Lender is willing to do so on the terms and conditions hereinafter set forth.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements hereinafter set forth, the parties hereto do hereby agree as follows:
1. Recitals. The Recitals hereinabove contained are true and correct and are made a part hereof.
2. Definitions. The Non-Revolving Loan, the Revolving Loan and the Mortgage Loan are collectively referred to as the “Odyssey Loans.” The Non-Revolving Note, the Revolving Note and the Mortgage Note are collectively referred to as the “Odyssey Notes.” The Non-Revolving Loan Documents, the Revolving Loan Documents and the Mortgage Loan Documents are collectively referred to as the “Odyssey Loan Documents.” Capitalized terms used but not defined herein shall have the meaning ascribed thereto in the applicable Odyssey Loan Documents.
3. Odyssey Loan Extensions. So long as no Event of Default (as hereafter defined) occurs hereunder and subject to the conditions set forth in these Amendments, Lender agrees to extend the Maturity Date of each of the Odyssey Notes through December 17, 2015 (the “Extended Maturity Date”).
4. Payments to Lender. In addition to the terms of payment set forth in the Odyssey Notes and other Odyssey Loan Documents, Borrower shall make the following payments to Lender:
(a) Borrower shall simultaneously with the execution of these Amendments pay to Lender (i) a modification fee in the amount of Twenty-Five Thousand Dollars ($25,000.00), and (ii) all costs and expenses incurred in connection with the negotiating and preparation of these Amendments and the transactions contemplated hereby, including without limitation Lender’s attorneys’ fees and costs.
(b) Borrower shall pay into the Interest Reserve Accounts for the Odyssey Loans that have an Interest Reserve Account, simultaneously with execution of these Amendments, the amount necessary to bring the balances of such accounts up to the amount reasonably estimated by Lender to prefund the amount of interest to be due and payable by Borrower for the combined Odyssey Loans through the Extended Maturity Date. The prefunding amount for the Non-Revolving Loan is One Hundred Forty-Six Thousand Four Hundred Fourteen and 03/100ths Dollars ($146,414.03). The prefunding amount for the Revolving Loan is Fifty-Five Thousand Four Hundred Nineteen and 81/100ths Dollars ($55,419.81). The prefunding amount for the
2
Mortgage Loan is Fifty-Seven Thousand Four Hundred Ninety-Five and 29/100ths Dollars ($57,495.29). If Lender reasonably believes that the amount remaining at any time in an Interest Reserve Account is inadequate to fully fund the interest due for all Odyssey Loans through the Extended Maturity Date, Borrower shall pay the amount of the estimated deficiency into an Interest Reserve Account designated by Lender within ten (10) days after notice of such deficiency is given by Lender to Borrower.
(c) Lender waives the principal payment due under the Non-Revolving Loan on or before August 31, 2015, of One Million Four Hundred Thousand and 00/100 Dollars ($1,400,000.00) provided for in Paragraph 4(b) of that certain First Amendment To Loan Agreement, Non-Revolving Line Of Credit Promissory Note, Assignment And Security Agreement And Pledge Of Deposit Account, Salvage Proceeds Account, And Assignment And Security Agreement And Pledge Of Deposit Account, Interest Reserve Account dated May 7, 2015, by Borrower and Lender. All of other provisions of such Paragraph remain in full force and effect.
(d) Borrower shall continue to pay all amounts due each month under the Odyssey Notes until the Extended Maturity Date, at which time all principal and accrued interest with respect to all Odyssey Loans shall be immediately due and payable.
5. Closing Requirements. As a condition precedent to Lender’s execution and delivery of these Amendments:
(a) Lender shall have received the following documents, duly authorized and executed by Borrower, each in form and substance satisfactory to Lender in Lender’s sole and absolute discretion:
(i) Three originals of these Amendments (or counterparts hereto), duly authorized and executed by Borrower;
(ii) Borrower’s Certificate;
(iii) Assurance Agreement;
(iv) Allonge to the Non-Revolving Note;
(v) Allonge to the Revolving Note;
(vi) Allonge to the Mortgage Note;
(vii) Amendment to Mortgage;
(viii) Closing Statement; and
(ix) Such other documents or instruments deemed to be necessary or proper by Lender to effectuate the terms of this Agreement.
3
(b) Lender shall have received from Borrower such financial information as contained in the sworn Borrower’s Affidavit, which has been executed at the same time as this Agreement.
(c) Borrower shall be in compliance with all of the other terms of the Loan and the Additional Loans.
6. Covenants. Borrower agrees as follows:
(a) Borrower shall continue to comply with all applicable covenants, obligations, terms and conditions of the Odyssey Loan Documents and these Amendments.
(b) Borrower will give Lender prompt prior written notice of any pending or projected inability of Borrower to pay its monetary business obligations in full when due, and provide to Lender such detailed information concerning the same as Lender may request.
(c) Borrower acknowledges and agrees that any default under any indebtedness existing from time to time of Borrower to Lender of any kind or nature, including without limitation the Odyssey Loans, is a default under all indebtedness of Borrower to Lender, whether or not so specified in the provisions of any particular loan. In addition, Borrower acknowledges and agrees that Lender shall have the benefit of all collateral given by Borrower to or for the benefit of Lender with respect to all indebtedness of Borrower to Lender, with the result that all indebtedness of Borrower to Lender is cross-defaulted and cross-collateralized, whether or not so specified in the provisions of any particular loan.
7. Confirmation of the Odyssey Loans and the Amounts Due. Borrower, in consideration of the matters described in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, hereby covenants and agrees for the benefit of Lender and its respective successors, transferees, participants and assigns as follows:
(a) As of August 28, 2015, the aggregate outstanding balances on the Non-Revolving Note, prior to payments under Section 4 above, are:
Principal
$ 7,684,514.25
Interest
$ 26,602.59
TOTAL
$ 7,711,116.84
(b) As of August 28, 2015, the aggregate outstanding balances on the Revolving Note, prior to payments under Section 4 above, are:
Principal
$ 3,000,000.00
Interest
$ 8,652.08
TOTAL
$ 3,008,652.08
4
(c) As of August 28, 2015, the aggregate outstanding balances on the Mortgage Note, prior to payments under Section 4 above, are:
Principal
$ 1,033,250.00
Interest
$ 2,262.39
TOTAL
$ 1,035,512.39
(d) Borrower acknowledges that such amounts exclude all fees and expenses charged or incurred by Lender in connection with these Amendments.
(e) The Odyssey Loan Documents are valid and enforceable according to their terms.
8. Events of Default. In addition to events of default set forth in the Odyssey Loan Documents, Lender shall be entitled to exercise all rights and remedies available under each of the Odyssey Loan Documents and applicable law upon the occurrence of the following events (each, an “Event of Default”):
(a) if any of the representations, warranties or covenants made by Borrower either set forth in these Amendments or in any of the Odyssey Loan Documents or in any other document delivered in connection with these Amendments are determined at any time to have been known to Borrower to be false or misleading in any material respect when made and adversely affect the interests of Lender; or
(b) if Borrower fails to duly and promptly observe, perform and discharge any covenant, term, condition or agreement contained in these Amendments or in any of the Odyssey Loan Documents (without the application of any applicable notice or cure period set forth therein).
9. Remedies. Upon the occurrence of an Event of Default, in addition to all of the rights and remedies available to Lender under the Odyssey Loan Documents and applicable law, interest shall be calculated retroactively from September 1, 2015, at the Default Interest Rate, such that all accrued and accruing default interest shall become immediately due and payable. Borrower acknowledges and confirms that all grace or cure periods provided in any of the Odyssey Loan Documents are hereby deleted and of no force or effect, and, upon the occurrence of any Event of Default as defined in any of the Odyssey Loan Documents or these Amendments, Lender shall be entitled to immediately exercise all rights and remedies available under the Odyssey Loan Documents, these Amendments and applicable law against Borrower, including the right to declare the unpaid principal balance and accrued but unpaid interest on the Odyssey Notes, and all other amounts due under the Odyssey Notes and Odyssey Loan Documents, at once due and payable.
10. Representations and Warranties and Agreements. Borrower represents and warrants, covenants and agrees, as applicable, as follows:
(a) Borrower hereby affirms and warrants that all of the warranties made in the Odyssey Loan Documents, and any other documents or instruments recited herein or
5
executed with respect thereto directly or indirectly, are true and correct as of the date hereof (except to the extent such representations and warranties expressly related only to an earlier date, in which case as of such earlier date) and that Borrower is not in default of any of the foregoing nor aware of any default with respect thereto, and that Borrower has no defenses or rights of offset with respect to any indebtedness to the Bank.
(b) Release of Lender and Waiver of Defenses. To induce Lender to enter into this Agreement, Borrower, for itself and for its agents, attorneys, predecessors, successors, and assigns, hereby releases Lender and its predecessors, successors, assigns, officers, managers, directors, shareholders, employees, agents, servicers, special servicers, attorneys (including Carlton Fields Jorden Burt, P.A. and its employees, representatives, parent corporations, subsidiaries, and affiliates (collectively referred to as the “Lender Affiliates”), jointly and severally from any and all claims, counterclaims, demands, damages, debts, agreements, covenants, suits, contracts, obligations, liabilities, accounts, offsets, rights, actions, negligence, and causes of action for contribution and indemnity of every kind or description, whether arising at law or in equity, whether presently possessed or, whether known or unknown, whether liability be direct or indirect, liquidated or unliquidated, whether presently accrued or to be accrued, whether absolute or contingent, foreseen or unforeseen, and whether or not heretofore asserted, for or because of or as a result of any act, omission, communication, transaction, occurrence, representation, promise, damage, breach of contract, fraud, violation of any statute or law, commission of any tort, or any other matter whatsoever or thing done, omitted or suffered to be done by Lender and/or the Lender Affiliates, which has occurred in whole or in part, or was initiated at any time from the beginning of time up to and immediately preceding the moment of the execution of this Agreement. Borrower hereby agrees that all defenses and matters of set-off (except for sums received pursuant to this agreement) in connection with the Loans are hereby waived and released. The rights and defenses being waived and released hereunder include without limitation any claim or defense based on the Bank having charged or collected interest at a rate greater than that allowed to be contracted for by applicable law as changed from time to time, provided, however, in no event shall such waiver and release be deemed to change or modify the terms of the Loan Documents which provide that sums paid or received in excess of the maximum rate of interest allowed to be contracted for by applicable law, as changed from time to time, reduce the principal sum due, said provision to be in full force and effect.
(c) this Agreement is a valid, binding and enforceable obligation of Borrower and does not violate any law, rule, regulation, contract or agreement otherwise enforceable by or against the Borrower;
(d) all financial statements delivered by Borrower to Lender prior to the date of these Amendments presented fairly, in all material respects, the financial condition and results of operations of the Borrower on a consolidated basis as of the dates and for the periods stated therein;
(e) Borrower has engaged an attorney or attorneys in connection with the preparation and review of this Agreement, has specifically discussed with its attorneys the meaning and effect of this Agreement, and has carefully read and understood the scope of each provision contained herein, and has not relied upon any representation or statement made by Lender or by any representative of Lender with regard to the subject matter, basis or effect of this Agreement;
6
(f) Borrower has entered into these Amendments voluntarily and has not been coerced by Lender or any other party in any manner and have received actual and adequate consideration to enter into these Amendments;
(g) Borrower shall comply with all applicable terms and conditions of the Loan Documents as amended by these Amendments;
(h) Borrower has the power and authority to execute, deliver and perform all terms under these Amendments and all related documents to which it is a party and has taken all necessary action to authorize such execution, delivery and performance. Borrower’s execution of these Amendments and its performance of its obligations hereunder are not subject to any further approval, vote or contingency from any person or committee;
(i) Borrower has disclosed all pending or overtly threatened litigation, administrative ruling or investigation by any federal or state agency having jurisdiction over Borrower which, if determined adversely to Borrower, would have a material adverse effect on such Borrower’s execution, delivery, or enforceability of these Amendments;
(j) The execution and delivery of these Amendments and the performance by Borrower of its obligations hereunder will not conflict with or be a breach of any provision of any law, regulation, judgment, order, decree, writ, injunction, contract, agreement or instrument to which Borrower is subject; and Borrower has obtained any consent, approval, authorization or order of any court or governmental agency or body required for the execution, delivery and performance by Borrower thereof; and
(k) Borrower believes, and has no cause or reason to not believe, that Borrower can perform each and every covenant contained in these Amendments.
(l) These Amendments shall be deemed a Florida contract and shall be construed according to the laws of the State of Florida, regardless of whether these Amendments are executed by certain of the parties hereto in other states.
(m) Borrower confirms and ratifies that all Odyssey Loan Documents, as amended by these Amendments, and all other documents given by Borrower to Lender in connection with the Odyssey Loans are and remain valid, binding and enforceable.
11. Bankruptcy. Borrower hereby agrees that, in consideration of the recitals and mutual covenants contained herein, and for other good and valuable consideration, including the forbearance of Lender from exercising the rights and remedies otherwise available to it under the Loan Documents, the receipt and sufficiency of which are hereby acknowledged, in the event Borrower shall (i) file with any bankruptcy court of competent jurisdiction or be the subject of any petition (which Borrower fails to discharge within sixty (60) days of the filing of such petition) under Title 11 of the U.S. Code, as amended; (ii) be the subject of any order for relief issued under such Title 11 of the U.S. Code, as amended; (iii) file or be the subject of any petition (which Borrower fails to discharge within sixty (60) days of the filing of such petition)
7
seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or other relief for debtors; (iv) seek or consent to or acquiesce in the appointment of any trustee, receiver, conservator, or liquidator; or (v) be the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a petition filed against such party for any reorganization, arrangement, composition, readjustment, liquidation, dissolution, or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency, or relief for debtors, Lender shall thereupon be entitled to relief from any automatic stay imposed by Section 362 of Title 11 of the U.S. Code, as amended, or otherwise, on or against the exercise of the rights and remedies otherwise available to Lender as provided in Loan Documents, and as otherwise provided by law. Borrower further represents and warrants that Borrower has not entered into these Amendments or the transactions contemplated herein to provide preferential treatment to Lender or any other creditor of Borrower in anticipation of seeking relief under the Bankruptcy Code, nor has Borrower entered into these Amendments or the transactions contemplated herein with the actual intent to hinder, delay or defraud any creditors of Borrower.
12. No Novation. It is the intent of the parties hereto that these Amendments shall not in any way adversely affect the lien rights or any other rights or obligations of the parties under the Odyssey Loan Documents. To the extent these Amendments or any provision hereof shall be construed by a court of competent jurisdiction as operating to subordinate the lien priority of the Odyssey Loan Documents to any claim which would otherwise be subordinate thereto (and provided that ruling is not appealed or appealable), such provision or provisions shall be void and of no force and effect; except that these Amendments shall constitute, as to any provision so construed, a lien upon the collateral subordinate to such third person’s claims, incorporating by reference the terms of the applicable Odyssey Loan. The Odyssey Loan Documents shall then be enforced pursuant to the terms therein contained, independent of any such provisions.
13. Sale of Loan Documents. Lender, to the extent already provided in the Odyssey Loan Documents, may from time to time, without prior notice to Borrower, as the context so requires, sell or assign, in whole or in part, or grant participations in, any or all of the Odyssey Notes and/or the obligations evidenced thereby. In all events, the holder of any such sale, assignment or participation, if the applicable agreement between Lender and such holder so provides, shall be: (a) entitled to all the rights, obligations and benefits of Lender; and (b) deemed to hold and may exercise the rights of setoff or banker’s lien with respect to any and all obligations of such holder to Borrower in each case as fully as though Borrower were directly indebted to such holder. Lender may in its discretion give notice to Borrower of such sale, assignment or participation; however, the failure to give such notice shall not affect any of Lender’s or such holder’s rights.
8
14. Miscellaneous.
(a) Lender is under no obligation to grant or to make any further or additional loans to Borrower or to extend, amend or modify the Odyssey Loan Documents or any other document executed in connection therewith.
(b) These Amendments shall be construed, interpreted, enforced and governed by and in accordance with the laws of the State of Florida, excluding the principles thereof governing conflicts of law.
(c) These Amendments shall be binding upon, and shall inure to the benefit of, the respective successors and assigns of the parties hereto.
(d) Time is of the essence of each provision of these Amendments.
(e) Borrower shall pay all documentary stamp taxes, if any, intangible taxes, if any, recording and filing costs and fees, Lender’s attorney’s fees and all other costs and fees whatsoever incurred with respect to, growing from or arising out of these Amendments and any other document or instrument executed in connection with these Amendments. Borrower hereby agrees to indemnify, defend and hold Lender harmless therefrom. If any such sums are advanced by Lender, they shall be due and payable on demand and shall bear interest at the Default Rate until paid.
(f) These Amendments and the Odyssey Loan Documents constitute the entire agreement (including all representations and promises made) between the parties with respect to the subject matter hereof and no modification or waiver shall be effective unless in writing and signed by the party to be charged.
(g) The parties may execute these Amendments and any other agreement executed pursuant to it in counterparts. Each executed counterpart will be deemed to be an original, and all of them, together, will constitute the same agreement. These Amendments will become effective as of its stated date of execution, when each party has signed a counterpart and all the executed counterparts have been delivered to Lender.
(h) The Odyssey Loan Documents and all of the documents executed in connection with the foregoing and any and all prior modifications and extensions to any and all of the foregoing, including without limitation those certain agreement waiving right to jury, are hereby ratified, confirmed and approved in all respects except as specifically amended by these Amendments.
(i) In the event the conditions to the effectiveness of these Amendments are not satisfied on or prior to 5 p.m. on September 14, 2015, these Amendments shall be automatically null and void and of no further force or effect.
VENUE AND ORAL STATEMENT
ANY LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE AMENDMENTS OR ANY OTHER ODYSSEY LOAN
9
DOCUMENT, SHALL BE BROUGHT AND MAINTAINED EXCLUSIVELY IN THE COURTS OF THE STATE OF FLORIDA OR IN THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE COURTS OF THE STATE OF FLORIDA AND OF THE UNITED STATES DISTRICT COURT FOR THE MIDDLE DISTRICT OF FLORIDA FOR THE PURPOSE OF ANY SUCH LITIGATION AS SET FORTH ABOVE. BORROWER FURTHER IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS BY REGISTERED MAIL, POSTAGE PREPAID, OR BY PERSONAL SERVICE WITHIN OR WITHOUT THE STATE OF FLORIDA. BORROWER HEREBY EXPRESSLY AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH LITIGATION BROUGHT IN ANY SUCH COURT REFERRED TO ABOVE AND ANY CLAIM THAT ANY SUCH LITIGATION HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
BORROWER AND LENDER AGREE THAT THEY WAIVE ALL RIGHTS TO RELY ON OR ENFORCE ANY ORAL STATEMENTS MADE PRIOR TO OR SUBSEQUENT TO THE SIGNING OF THIS DOCUMENT.
WAIVER OF JURY TRIAL
BORROWER AND LENDER HEREBY AGREE AS FOLLOWS: (A) EACH OF THEM KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION (AN “ACTION”) BASED UPON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, THESE AMENDMENTS OR ANY RELATED DOCUMENTS, INSTRUMENTS, OR AGREEMENTS (WHETHER ORAL OR WRITTEN AND WHETHER EXPRESS OR IMPLIED AS A RESULT OF A COURSE OF DEALING, A COURSE OF CONDUCT, A STATEMENT, OR OTHER ACTION OF EITHER PARTY); (B) NONE OF THEM MAY SEEK A TRIAL BY JURY IN ANY SUCH ACTION; (C) NONE OF THEM WILL SEEK TO CONSOLIDATE ANY SUCH ACTION (IN WHICH A JURY TRIAL HAS BEEN WAIVED) WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WAIVED; AND (D) NONE OF THEM HAS IN ANY WAY AGREED WITH OR REPRESENTED TO THE OTHER OF THEM THAT THE PROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.
[Remainder of Page Intentionally Left Blank]
10
[Signature page to Amendment]
IN WITNESS WHEREOF, the parties hereto have caused these Amendments to be executed as of the day and year first above written.
WITNESSES:
BORROWER:
/s/ Terese Jimenez
Print Name: Terese Jimenez
ODYSSEY MARINE EXPLORATION, INC.,
a Nevada corporation
/s/ Brenda D. Cook
By:
/s/ Philip S. Devine
Print Name: Brenda D. Cook
Name: Philip Devine
Title: Chief Financial Officer
STATE OF FLORIDA )
) SS:
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledged before me this 9th day of September, 2015, by Philip Devine, as the Chief Financial Officer of ODYSSEY MARINE EXPLORATION, INC., a Nevada corporation, on behalf of the banking corporation, who q is personally known to me or [X] produced his driver’s license as identification.
/s/ Melisa Rivera Zambrana
NOTARY PUBLIC, State of Florida
Melisa Rivera Zambrana
Print Name
Commission No.
My Commission Expires:
11
[Signature page to Amendment]
WITNESSES:
LENDER:
/s/ Marshall S. Fox
Print Name: Marshall S. Fox
FIFTH THIRD BANK, an Ohio banking
corporation
/s/ Allen L. Beckes
By:
/s/ Thomas J. Carroll
Print Name: Allen S. Beckes
Name: Thomas J. Carroll
Title: Vice President
STATE OF FLORIDA )
) SS:
COUNTY OF ORANGE )
The foregoing instrument was acknowledged before me this 10th day of September, 2015, by Thomas J. Carroll, as the Vice President of FIFTH THIRD BANK, an Ohio banking corporation, successor by merger with Fifth Third Bank, a Michigan banking corporation, on behalf of the banking corporation, who [X] is personally known to me or q produced his driver’s license as identification.
/s/ Gloria S. Gladeau
NOTARY PUBLIC, State of Florida
Print Name
On September 9, 2015, the Company was notified by the Staff that, based on the Company’s continued non-compliance with the $1.00 minimum closing bid price requirement for continued listing, as set forth in NASDAQ Listing Rule 5550(a)(2), the Company’s securities are subject to delisting from NASDAQ unless the Company timely requests a hearing before the NASDAQ Hearings Panel (the “Panel”). The Company has requested a hearing before the Panel, at which the Company will present its plan to regain compliance with all applicable requirements for continued listing on NASDAQ. This request has been granted and the hearing is scheduled for the end of October. The Company is also considering available options to regain compliance with the listing requirements, which will be set forth in the plan presented to the Panel. The Company’s common stock will continue to trade on The NASDAQ Capital Market under the symbol “OMEX” during the hearing process.
Its another Ford Motor Co.
I think you must be thinking of another Ford, the one this board is about has a 52 week high of $16.77 NOT $46.60
Also 3% short is about 100 MILLION shares short, not 3 million.
This Ford has close to 4 BILLION shares out there, 100 million out of that is minimal.
Less than 3% of the float is short, hardly an issue IMO
4 22 41 please
Transfer agent said they will have finished sending out all shares held by brokers by next Wednesday, those of you who are getting paper certs will have to wait a bit longer.....
4 18 20 please
Its not a PR or an update, just an answer to a question that someone asked and I asked Lee. I have been limiting my posts on this board to a bare minimum and am trying to do even less, but the stock is not trading so there is no way it affects the market.
If anyone else wants to know anything call or send an email.
Note from Lee:
Copper King rising from the dead as it has, has been a new experience for just about everyone involved. There have been tons of loose ends to be tied off and lots of hoops to jump through. Some of these have been big surprises, others we knew were coming but have taken far longer to negotiate or get resolved or fixed than we expected. But there has not been a lack of focus, we have continued to move forward daily. The lines of communication have been open between all parties. There are a myriad of quasi-government or regulatory agencies involved. Everyone from the SEC to the Depository Trust Corporation to Financial Industry Regulatory Authority has their own way of doing things.
In many instances accomplishing what we are trying to do with Copper King is like trying to fit a square peg in a round hole.
Over the past few months there have been dozens of phone calls and hundreds of emails exchanged with the regulators. For example in the last few months there have been approximately 176 emails exchanged between management and the mandatory reorganization section of the Depository Trust Corporation.
Latest: I got a text from Lee at 2 AM that said the documents were fixed and would be sent to the DTC this morning with a follow up phone call.
If everything goes smoothly, the following brokers should be receiving shares by the end of the week....
American Enterprise Investment Services
American Foundation for Charitable Support Inc
Ameriprise Enterprise Investment Services
Apex Clearing Corporation USA
BMO Capital Markets
BNP Paribas Securities Corp.
Brown Brothers Harriman & Co
Cede & Co
Charles Schwab & Co Inc
Citigroup Global Markets Inc
Clearview Correspondent Services Llc
Convergex Execution Solutions LLC
E*Trade Clearing LLC
Egger & Co
Equity Trust Company Custodian
First Clearing LLC
Gerlach & Company
Goldman Sachs & Company
Gundyco
Hare & Co LLC
Interactive Brokers LLC
JP Morgan Clearing Corporation
Knight Execution and Clearing
Legent Clearing LLC
LPL Financial
Merrill Lynch Pierce Fenner & Smith Incorporated
Morgan Stanley Smith Barney
National Financial Services Llc
Nesbitt Burns
Oppenheimer & Co Inc
Optionsxpress Inc
Penson Financial Services Inc
Penson Financial Services Inc
Penson Financial Services of Canada Inc
Pershing LLC
Raymond James & Associates Inc
RBC Capital Markets LLC
RBC Dominion Securities Inc
Ridge Clearing and Outsourcing Solutions Inc
Scotia Capital Inc
Scottrade Inc
Southwest Securities Inc
Sterne Agee & Leach Inc
TD Ameritrade Clearing Inc
TD Waterhouse Canada Inc
UBS Financial Services Inc
US Bancorp Investments Inc
USAA Investment Management Company
Vanguard Brokerage Services
Wedbush Morgan Securities
Winterflood Securities Limited
Apparently there were some data issues with the docs the DTC wanted. Will get you some more info soon. Sorry for the late response, been covered up busy last few days.
Ya, will see what I can find out today. I have had a busy week so far, I had 12 yards of concrete poured at my house widening my driveway which was quite an undertaking, painted a car yesterday, and today (my birthday) my laptop decides it has had enough so I'm on my way to get another one.
Bought a 2017 $115 call today at $10
Filled 10 more at $2.35
Added 10 more of the 2017 $32 calls at $2.50 up to 30 now, placed another bid for 10 more at $2.35. Trading these has paid off well for me over the last year or so as it swings in the 33-35 range.
Also note, the div yield is 5.75% at these levels.
Im happy with my $12.75 entry, wish I would have bought 10K instead of just 1K. maybe it will dip again.
In at $12.75
Added 300 shares here to go along with my calls.
Order Number H21PTQZL
Status Filled at $99.15
Symbol DIS
Description DISNEY WALT CO
Action Buy
Quantity 300 Shares
Route FDLM
Order Type Limit at $99.15
ya, I have been sitting with 80% plus cash for a while waiting for something big to happen. Would LOVE to see a 2008/2009 again.
According to wiki, As of 2005, Broward County led the nation's metropolitan areas in new AIDS diagnoses, with a reported rate 58.4 new AIDS diagnoses per 100,000 people.
Think I would rather have a bridge......
To get back on topic, Ford is tempting me to buy in big here. May wait until Monday to see how the market shakes out.
Why is it nobody in Jax ever calls it the Napoleon Bonaparte Broward bridge? I remember years of discussions/fighting before it was built and it was always referred to as Dames Point. Poor Sheriff/Governor Broward never gets any recognition. LOL
Yep, I remember riding over the Matthews bridge as a child and being amazed at all the cars parked under it.
I think those pics are only "mind blowing" to people who have never lived in a port city. Over 80 million cars are sold annually in the world including 16 million plus in the US. I am pretty sure those pics would look the same year after year. They have to have places to store inventory, trucks remove the cars on a daily basis delivered to dealers and more come in to take their places. Not sure what the agenda is with the pics especially calling them "purgatories" but the whole thing is misleading. Its all just part of the process.
Added 3 more of the 2017 $100 calls at $12.50 I have 10 of them now.
4 20 22 please
Bought 10 more of the 2017 $32 calls at $2.78
Maybe just a tiny difference but..... the old guys sold 6 billion shares, spent the money plus got us into 100 million in debt and went BK.
Just my .02 worth