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SEVENTH AMENDMENT TO
DEBT CONSOLIDATION FACILITY AGREEMENT
THIS SEVENTH AMENDMENT TO DEBT CONSOLIDATION FACILITY AGREEMENT entered
into this 8th day of November, 1995 ("Seventh Amendment") by and among
CUSTOMEDIX CORPORATION (formerly Custom Energy Services, Inc.) ("Customedix"),
a corporation of the State of Delaware, JENERIC/PENTRON INCORPORATED
("Jeneric"), a corporation of the State of Connecticut, HUNTERDON TRANSPORT,
INC. ("Hunterdon"), a corporation of the State of New Jersey, AMERICAN
THERMOCRAFT CORPORATION ("Thermocraft"), a corporation of the State of New
Jersey, TRANSIDYNE GENERAL CORPORATION ("Transidyne"), a corporation of the
State of Delaware, DENPAC/FIVE STARS INCORPORATED ("Denpac"), a corporation of
the State of Connecticut (Customedix, Jeneric, Hunterdon, Thermocraft and
Transidyne are collectively referred to as the "Original Borrower", and Denpac
shall hereinafter be referred to as the "Additional Borrower") (the Original
Borrower and the Additional Borrower shall hereinafter be collectively referred
to as the "Borrower"), and NEW JERSEY NATIONAL BANK ("Bank"), a national
banking association, organized and existing under and by virtue of the Acts of
Congress of the United States.
S T I P U L A T I O N S
1. The parties to this Seventh Amendment have entered into:
A. A Debt Consolidation Facility Agreement (the "Original Agreement")
dated April 10, 1989, under which the Bank recast the outstanding indebtedness
of the Borrower in the amount of $10,645,123.21 evidenced by a Debt
Consolidation Note (the "Debt Consolidation Note").
B. An Amendment to Debt Consolidation Facility Agreement (the "First
Amendment") dated May 1, 1989 pursuant to which an additional term loan in the
amount of $166,200 was added to the Original Agreement evidenced by an
Additional Term Note (the "Additional Term Note").
C. A Second Amendment to Debt Consolidation Facility Agreement (the
"Second Amendment") dated September 24, 1990 pursuant to which a second
additional term loan in the
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amount of $700,000 was added to the Original Agreement pursuant to the terms of
a Second Additional Term Note (the "Second Additional Term Note").
D. A Third Amendment to Debt Consolidation Facility Agreement (the
"Third Amendment") dated February 28, 1991 pursuant to which the outstanding
indebtedness of the Borrower to the Bank was consolidated into a single Term
Note.
E. A Fourth Amendment to Debt Consolidation Facility Agreement (the
"Fourth Amendment") dated June 30, 1992 pursuant to which certain financial
covenants were modified.
F. A Fifth Amendment to Debt Consolidation Facility Agreement (the
"Fifth Amendment") dated February 1, 1993 pursuant to which the maturity date of
the Term Loan was extended and the interest rate was reduced.
G. A Sixth Amendment to Debt Consolidation Facility Agreement (the
"Sixth Amendment") dated October 29, 1993 pursuant to which a $600,000
Revolving Line of Credit was established. (The Original Agreement, the First
Amendment, the Second Amendment, the Third Amendment, the Fourth Amendment,
the Fifth Amendment and the Sixth Amendment shall collectively be referred to
herein as the "Amended Agreement".)
2. The Bank and the Borrower have agreed to further amend the terms and
conditions of the Amended Agreement by, among other things, increasing the
Revolving Line of Credit to $1,000,000 pursuant to the terms of this Seventh
Amendment. Automatic Injection Molding, Inc., Customer Services, Inc. and SMS
Liquidating, Inc. have been released by the Bank from their obligations under
the Amended Agreement. Except as specifically provided herein, the Amended
Agreement and all terms, conditions, warranties, representations and covenants
thereunder shall remain in full force and effect as originally provided:
(a) The following term shall be deleted from Section 1.1 of the Amended
Agreement:
"Terminated Date": November 30, 1994
(b) Subsections 2.1(b), (d), (e) and (g) of the Amended Agreement are
hereby deleted and new Subsections 2.1(b), (d), (e) and (g) are
substituted therefor to read as follows:
(b) The outstanding principal amount of the Term Loan shall bear
interest at a rate of interest per annum equal to the Bank's
Prime Rate computed daily for the actual number of days elapsed
as if each full calendar year consisted of 360 days.
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(d) The remaining outstanding principal amount of this Term
Loan shall be repaid in monthly consecutive installments of
$33,333.33 per month through the month of December, 1999. A
final installment representing all unpaid principal as well as
accrued and unpaid interest shall be due and payable on
January 2, 2000.
(e) Intentionally left blank.
(g) The Term Loan is evidenced by a Term Note originally in the
amount of $10,176,719.65 dated February 28, 1991, together with
a Second Allonge to Term Note dated of even date herewith. A
copy of said Second Allonge is attached hereto as Exhibit A.
(c) Subsections 2A(a), (c), (d) and (g) of the Amended Agreement are
hereby deleted and new Subsections (a), (c), (d) and (g) are substituted
therefor to read as follows:
SECTION 2A
REVOLVING LOAN
2A.1 Subject to the terms and conditions of this Agreement, and
provided no event or condition constituting a Default or an Event of
Default has occurred:
(a) General Terms. The Bank shall lend and re-lend to the Borrower from
time to time amounts which shall not exceed in the aggregate of the
unpaid principal amount at any one time outstanding the sum of ONE
MILLION DOLLARS ($1,000,000) provided (i) each request for borrowings
hereunder shall be in increments of at least Ten Thousand Dollars
($10,000.00); and (ii) the Bank approves of the specific use for each
such advance.
(c) Interest Rate. The unpaid principal amount of the Revolving Loan
from time to time outstanding shall bear interest at a rate of interest
per annum equal to the Bank's Prime Rate computed daily, for the actual
number of days elapsed as if each full calendar year consisted of three
hundred sixty (360) days. Each time the Bank's Prime Rate shall change,
the rate of interest on the Revolving Loan shall change
contemporaneously without notice to the Borrower, but in no event shall
the rate on the Revolving Loan exceed the maximum rate of interest
permitted by law.
(d) Payments of Principal and Interest. The unpaid principal balance of
the Revolving Loan and all unpaid and accrued interest thereon shall be
payable by the Borrower to the Bank on demand or in accordance with
Subsection 8.1(a) in immediately available funds. Payment of interest
shall occur monthly, in immediately available funds, on the first
Business Day of the Bank of each month beginning on the first Business
Day of the Bank in the month next succeeding the date of this Agreement.
All payments of interest and principal, howsoever designated by the
Borrower shall be applied first on account of accrued interest and the
remainder of such payments, if any, on account of the unpaid principal
balance.
(g) Master Note. The maximum amount of the Revolving Loan is evidenced
by a Master Note dated October 29, 1993, together with an Allonge to
Master Note attached hereto as Exhibit B, and the balance due from time
to time on the Master
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Note shall be conclusively evidenced by the Bank's records of disbursements
and repayments, subject to Subsection 2A.1(f) of this Agreement.
Executed at Woodbridge, New Jersey on the date first above mentioned.
ATTEST: CUSTOMEDIX CORPORATION
/s/ XXXXX X. XXXXXXXX BY: /s/ XXXXXX X. XXXXX
--------------------------------- -----------------------------
Secretary Chairman
[SEAL]
ATTEST: JENERIC/PENTRON INCORPORATED
/s/ XXXXXX X. XXXXXXXX BY: /s/ XXXXXX X. XXXXX
--------------------------------- -----------------------------
Secretary President
[SEAL]
ATTEST: HUNTERDON TRANSPORT, INC.
/s/ XXXXX X. XXXXXXXX BY: /s/ XXXXXX X. XXXXXXXX
--------------------------------- -----------------------------
Secretary President
[SEAL]
ATTEST: AMERICAN THERMOCRAFT CORPORATION
/s/ XXXXXX X. XXXXX BY: /s/ XXXXXX X. XXXXXXXX
--------------------------------- -----------------------------
Secretary Vice President
[SEAL]
ATTEST: TRANSIDYNE GENERAL CORPORATION
/s/ XXXXX X. XXXXXXXX BY: /s/ XXXXXX X. XXXXX
--------------------------------- -----------------------------
Secretary Chairman
[SEAL]
ATTEST: DENPAC/FIVE STARS INCORPORATED
/s/ XXXXX X. XXXXXXXX BY: /s/ XXXXXX X. XXXXX
--------------------------------- -----------------------------
Secretary Chairman
[SEAL]
NEW JERSEY NATIONAL BANK
BY: /s/ XXXXXXX X. XXXXX
-----------------------------
XXXXXXX X. XXXXX, Vice President
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SECOND ALLONGE TO $10,176,179.65 TERM NOTE
$10,176,719.65 November __, 1995
Woodbridge, New Jersey
This modification made this ___ day of November, 1995 to the Term Note
dated February 28, 1991 of the undersigned payable to the order of NEW JERSEY
NATIONAL BANK ("Bank") and to which Term Note these presents are so firmly
affixed as to become a part thereof.
1. Except as specifically modified herein, all of the terms and
conditions of said Term Note shall remain in full force and effect, and any
term capitalized and not otherwise defined herein shall have the meaning
ascribed thereto in the Term Note.
2. Notwithstanding anything to the contrary set forth in the Term Note,
the Term Note is hereby amended and modified as follows:
a. The outstanding principal amount shall be repaid to the Bank as
follows: consecutive monthly installments each in the amount of
$33,333.33 through the month of December, 1999, followed by a final
installment representing all outstanding principal and accrued
interest on January 2, 2000.
b. The outstanding principal amount of this Term Loan shall bear
interest at a rate of interest per annum equal to the Bank's Prime
Rate computed daily for the actual number of days elapsed as if each
full calendar year consisted of 360 days.
ATTEST: CUSTOMEDIX CORPORATION
BY:
------------------------------- ----------------------------
Secretary Chairman
[SEAL]
ATTEST: JENERIC/PENTRON INCORPORATED
BY:
------------------------------- ----------------------------
Secretary President
[SEAL]
ATTEST: HUNTERDON TRANSPORT, INC.
BY:
------------------------------- ----------------------------
Secretary President
[SEAL]
[Signatures Continued on Next Page]
EXHIBIT A
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ATTEST: AMERICAN THERMOCRAFT CORPORATION
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
ATTEST: TRANSIDYNE GENERAL CORPORATION
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
ATTEST: DENPAC/FIVE STARS INCORPORATED
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
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ALLONGE TO MASTER NOTE
$1,000,000 November __, 1995
Woodbridge, New Jersey
This modification made this ___ day of November, 1995 to the Master
Note dated October 29, 1993 of the undersigned payable to the order of NEW
JERSEY NATIONAL BANK ("Bank") and to which Master Note these presents are so
firmly affixed as to become a part thereof.
1. Except as specifically modified herein, all of the terms and
conditions of said Master Note shall remain in full force and effect, and any
term capitalized and not otherwise defined herein shall have the meaning
ascribed thereto in the Master Note.
2. Notwithstanding anything to the contrary set forth in the Master
Note, the Master Note is hereby amended and modified as follows:
a. The maximum amount advanceable pursuant to the Revolving Loan is
hereby increased from $600,000 to $1,000,000.
b. The Master Note shall be payable on demand rather than on any
specific date.
c. The outstanding principal amount of this Master Note shall bear
interest at a rate of interest per annum equal to the Bank's Prime Rate
computed daily for the actual number of days elapsed as if each full calendar
year consisted of 360 days.
ATTEST: CUSTOMEDIX CORPORATION
BY:
------------------------------- --------------------------------
Secretary Chairman
[SEAL]
ATTEST: JENERIC/PENTRON INCORPORATED
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
ATTEST: HUNTERDON TRANSPORT, INC.
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
EXHIBIT B
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ATTEST: AMERICAN THERMOCRAFT CORPORATION
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
ATTEST: TRANSIDYNE GENERAL CORPORATION
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
ATTEST: DENPAC/FIVE STARS INCORPORATED
BY:
------------------------------- --------------------------------
Secretary President
[SEAL]
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