EXHIBIT 10.13.1
SECOND AMENDMENT TO
CASH ADVANCE AND SECURITY AGREEMENT
THIS SECOND AMENDMENT TO CASH ADVANCE AND SECURITY AGREEMENT (the
"Amendment") is entered into this 19th of May, 1997 by and between Apollo
International of Delaware, Inc., a Delaware corporation (the "Company") and
Framan Company ("Framan").
RECITALS:
WHEREAS, the Company and Framan entered into a Cash Advance and Security
Agreement on December 20th, 1996, and amendment thereto dated February 24,
1997 (collectively, the "Agreement"), and both parties desire to further
amend the Agreement; and
WHEREAS, the Company and Framan desire to amend Section 4 of the
Agreement regarding repayment terms, upon the terms and conditions stated
below.
NOW, THEREFORE, in consideration of the mutual promises contained herein
and other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties agree as follows:
1. RECITALS. The foregoing recitals are true and correct and are
incorporated herein by reference and form a part of this Amendment.
2. EFFECTIVE DATE. The provisions of this Amendment shall be
retroactive and shall become effective as of the date of the Agreement which
is December 20th, 1996 (the "Effective Date").
3. REPAYMENT TERMS. The Advances (as defined in the Agreement) shall
accrue simple interest as of the Effective Date at the rate of two (2%)
percent above the prime rate as quoted by the Wall Street Journal on the date
such Advances are transferred to the Company. The repayment of the Advances
shall be as follows:
a. The Company shall make interest only payments to Framan
commencing on the first business day of the month following the Closing of
the Company's initial public offering and continuing on the first business
day of each month thereafter until the Advances and all interest accrued
thereon are repaid in full to Framan.
b. Company shall repay up to one-half (1/2) of the then outstanding
principal balance of the Advances on the earlier of (i) June 1, 1999; or (ii)
the last day of the first fiscal quarter that the Company's gross revenue
exceeds Five Hundred Thousand
($500,000) dollars, subject to the determination by the Company's President
that there will be sufficient funds available to meet the Company's expenses.
c. Company shall repay one-half (1/2), or more, of the then
outstanding principal balance of the Advances on the last day of each
subsequent fiscal quarter that the Company's gross revenue exceeds Five
Hundred Thousand ($500,000) dollars, subject to the determination by the
Company's President that there will be sufficient funds available to meet the
Company's expenses.
d. Any outstanding principal balance of Advances and accrued and
unpaid interest shall be paid in full no later than December 31, 1999.
4. AMENDMENT. Except as expressly modified and amended herein, the
Agreement shall remain in full force and effect in accordance with its terms.
5. COUNTERPARTS. This Amendment may be executed in multiple
counterparts, each of which shall be an original and all of which shall be
deemed one and the same instrument. Further, facsimile signatures hereon
shall have the same legal force and effect as original signatures.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the date first written above.
APOLLO INTERNATIONAL OF
DELAWARE, INC.
By: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
FRAMAN COMPANY
By: /s/ Xxxxx Xxxxxxx
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Xxxxx Xxxxxxx
