AMENDMENT TO PROMISSORY NOTE
THIS AGREEMENT TO PROMISSORY NOTE is entered into as of June 9, 1997,
between XXXXX XXXXX ("Payee") and ORGANIC FOOD PRODUCTS, INC., a California
corporation formerly known as Garden Valley Naturals, Inc. ("Maker"), with
reference to the following facts:
A. Maker is the maker and Payee is the payee of the Promissory Note
dated January 10, 1996, in the original principal amount of $780,000 (the
"Promissory Note").
B. Maker and Payee desire to amend the terms of the Promissory Note
pursuant to the terms hereof.
NOW, THEREFORE, the parties agree as follows:
1. The first two paragraphs of the Promissory Note are hereby deleted
and in their place shall be inserted the following:
FOR VALUE RECEIVED, the undersigned, ORGANIC FOOD PRODUCTS, INC.,
a California corporation formerly known as Garden Valley Naturals, Inc.
("Maker"), promises to pay to XXXXX XXXXX ("Payee"), or order, at 0000
Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, or at such other place as Payee may
from time to time designate by written notice to Maker, the principal sum
of Seven Hundred Eighty Thousand Dollars ($780,000), without interest
thereon until the earlier of (i) the date on which Maker closes an
initial public offering of its securities under the Securities Act of
1933 ("IPO") or (ii) January 10, 1998; thereafter, interest on the
unpaid principal shall accrue at the rate of six percent (6%) per annum.
Principal and interest shall be repaid as follows:
At the closing of the IPO, Maker shall pay principal of $350,000.
Thereafter, principal and interest shall be repaid in monthly installments
of $20,000 on the last day of each month, commencing on the last day of
the month immediately following the IPO. Any installment payments shall be
applied first to accrued interest and then to principal. If the IPO does
not occur prior to January 10, 1998, then this Note shall be due and
payable as of that date. This Note may be prepaid at any time, in whole or
in part, without penalty.
If Maker fails to pay any installment when due and such failure
continues for ten days after Maker's receipt of written notice from
Payee of such failure, Payee may declare the principal and accrued interest
hereof immediately due and payable.
2. Maker and Payee acknowledge that the Promissory Note, as modified,
is subordinated to the payment of all obligations of Maker to Xxxxx Fargo
Bank, National Association, pursuant to the terms of a Subordination
Agreement dated as of February 19, 1997, as the same may be amended or
modified from time to time by the parties thereto, and any substitutions
therefor.
3. Except as amended hereby, the Promissory Note shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Promissory Note as of the date first written above.
XXXXX XXXXX
---------------------------------------
XXXXX XXXXX
"Payee"
ORGANIC FOOD PRODUCTS, INC.
By: Xxxxx Xxxx
-----------------------------------
Xxxxx Xxxx, Chief Executive
Officer
"Maker"
2
AMENDMENT TO PROMISSORY NOTE
THIS AMENDMENT TO PROMISSORY NOTE is entered into as of June 10, 1997,
between XXXX XXXXXXXXX ("Payee") and ORGANIC FOOD PRODUCTS, INC., a
California Corporation formerly known as Garden Valley Naturals, Inc.
("Maker"), with reference to the following facts:
A. Maker is the maker and Payee is the payee of the Promissory Note
dated January 10, 1996, in the original principal amount of $780,000 (the
"Promissory Note").
B. Maker and Payee desire to amend the terms of the Promissory Note
pursuant to the terms hereof.
NOW, THEREFORE, the parties agree as follows:
1. The first two paragraphs of the Promissory Note are hereby deleted
and in their place shall be inserted the following:
FOR VALUE RECEIVED, the undersigned, ORGANIC FOOD PRODUCTS, INC., a
California corporation formerly known as Garden Valley Naturals, Inc.
("Maker"), promises to pay XXXX XXXXXXXXX ("Payee"), or order, at 0000
Xxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000, or at such other place as Payee may
from time to time designate by written notice to Maker, the principal sum
of Seven Hundred Eighty Thousand Dollars ($780,000), without interest
thereon until the earlier of (i) the date on which Maker closes an initial
public offering of its securities under the Securities Act of 1933 ("IPO")
or (ii) January 10, 1998; thereafter, interest on the unpaid principal
shall accrue at the rate of six percent (6%) per annum.
Principal and interest shall be repaid as follows:
As the closing of the IPO, Maker shall pay principal of $350,000.
Thereafter, principal and interest shall be repaid in monthly installments
of $20,000 on the last day of each month, commencing on the last day of the
month immediately following the IPO. Any installment payments shall be
applied first to accrued interest and then to principal. If the IPO does
not occur prior to January 10, 1998, then this Note shall be due and
payable as of that date. This Note may be prepaid at any time, in whole
or in part, without penalty.
If Maker fails to pay any installment when due and such failure
continues for ten days after Maker's receipt of written notice from Payee
of such failure, Payee may declare the principal and accrued interest
hereof immediately due and payable.
2. Maker and Payee acknowledge that the Promissory Note, as modified,
is subordinated to the payment of all obligations of Maker to Xxxxx Fargo
Bank, National Association, pursuant to the terms of a Subordination
Agreement dated as of February 19, 1997, as the same may be amended or
modified from time to time by the parties thereto, and any substitutions
therefor.
3. Except as amended hereby, the Promissory Note shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Promissory Note as of the date first written above.
/s/ Xxxx Xxxxxxxxx
-----------------------------------
XXXX XXXXXXXXX
"Payee"
ORGANIC FOOD PRODUCTS, INC.
By: /s/ Xxxxx Xxxx
-------------------------------
Xxxxx Xxxx, Chief Executive
Officer
"Maker"
2
