EXHIBIT 10.72
Amendment to Note PNC BANK
THIS AMENDMENT TO NOTE (this "Amendment") is made as of November 6, 1997, by
and between LANXIDE CORPORATION, a Delaware corporation (the "Borrower") and
PNC BANK, DELAWARE (f/k/a Bank of Delaware) (the "Bank").
WITNESSETH:
WHEREAS, the Borrower has executed and delivered to the Bank, a note dated
February 24, 1993, in the original principal amount of FIVE MILLION NINE
HUNDRED SEVENTY THOUSAND and 00/100 Dollars ($5,970,000.00) (the "Note"),
pursuant to a letter agreement \ loan agreement of even date (the "Agreement"),
to evidence the Borrower's indebtedness to the Bank for a certain loan (the
"Loan");
WHEREAS, the Bank and the Borrower executed an amendment to the note dated
August 15, 1995, amending the payment terms and extending the maturity dated to
March 31, 2000;
WHEREAS, the Borrower and the Bank desire to further amend the Note as
provided for below;
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and intending to be legally bound hereby, the parties hereto agree as follows:
1. Effective as of the date of this Amendment, the Note is hereby amended
as follows:
a. CHANGE IN INTEREST RATE. The Interest Rate is hereby reduced to
a floating rate equal to the Prime Rate minus one-half of one percent (0.50%)
per annum.
b. CHANGE IN PAYMENT TERMS. The remaining principal outstanding
shall be due and payable in 24 equal consecutive monthly installments in the
amount of $228,000.00 each, commencing on April 1, 1998, and continuing on the
first day of each consecutive month thereafter to and including March 1, 2000,
and a final installment of $228,000.00 on March 31, 2000. Interest shall be
payable at the same times as the principal payments, as billed by the Bank.
Any outstanding principal and accrued interest shall be due and payable in full
on March 31, 2000.
2. Any and all references to the Note in any document, instrument or
certificate evidencing, securing or otherwise delivered in connection with the
Loan shall be deemed to refer to the Note as amended hereby. Any initially
capitalized terms used in this Amendment without definition shall have the
meanings assigned to those terms in the Note or the Agreement.
3. This Amendment is deemed incorporated into the Note. To the extent
that any term or provision of this Amendment is or may be deemed expressly
inconsistent with any term or provision in the Agreement or the Note, the terms
and provisions hereof shall control.
4. The Borrower hereby represents and warrants that (a) all of its
representations and warranties in the Agreement are true and correct, (b) no
default or Event of Default exists under the Note or the Agreement, and
(c) this Amendment has been duly authorized, executed and delivered and
constitutes the legal, valid and binding obligation of the Borrower,
enforceable in accordance with its terms.
5. The Borrower hereby confirms that any collateral for the Loan,
including but not limited to liens, security interests, and pledges granted by
the Borrower, shall continue unimpaired and in full force and effect.
6. This Amendment may be signed in any number of counterpart copies and
by the parties hereto on separate counterparts, but all such copies shall
constitute one and the same instrument.
7. This Amendment will be binding upon and inure to the benefit of the
Borrower and the Bank and their respective heirs, executors, administrators,
successors and assigns.
8. Except as amended hereby, the terms and provisions of the Note remain
unchanged and in full force and effect. Except as expressly provided herein,
this Amendment shall not constitute an amendment, waiver, consent or release
with respect to any provision of the Agreement or the Note, a waiver of any
default or Event of Default thereunder, or a waiver or release of any of the
Bank's rights and remedies (all of which are hereby reserved). The Borrower
expressly ratifies and confirms the confession of judgment and waiver of jury
trial provisions.
WITNESS the due execution hereof as a document under seal, as of the date first
written above.
WITNESS / ATTEST: LANXIDE CORPORATION
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxxxxxxx X. Xxxxxxx
_____________________________ ____________________________
(SEAL)
Print Name: Xxxxxx X. Xxxxxx Print Name: X. Xxxxxxx
Title: V. P. Technology
PNC BANK, DELAWARE
By: /s/ Xxxxxxx X. Xxxxx
____________________________
(SEAL)
Print Name: Xxxxxxx X. Xxxxx
Title: Vice President
(Guarantor's consent follows on page 3.)
CONSENT OF GUARANTOR
The undersigned guarantor hereby consents to the provisions of the
foregoing Amendment and confirms and agrees that the undersigned's obligations
under the Guaranty and Suretyship Agreement dated February 11, 1993 as amended
from time to time (the "Guaranty"), relating to the Loan mentioned in the
foregoing Amendment shall be unimpaired by the Amendment and that the
undersigned has no defenses or set offs against the Bank, its officers,
directors, employees, agents or attorneys with respect to the Guaranty and that
all of the terms, conditions and covenants in the Guaranty remain unaltered and
in full force and effect and are hereby ratified and confirmed. The undersigned
further confirms that the expiration date of the Guaranty is March 31, 2000.
The undersigned hereby certifies that the representations and warranties made
in the Guaranty are true and correct.
WITNESS the due execution hereof as a document under seal, as of October 31,
1997.
WITNESS / ATTEST: X. X. XXXXXX DE NEMOURS AND COMPANY
/s/ Xxxxxxxx X. Xxxxxx By: /s/ Xxxx X. Xxxxxxx
________________________ ____________________________
Xxxxxxxx X. Xxxxxx Xxxx X. Xxxxxxx
Assistant Secretary Vice President and Treasurer
[LETTERHEAD OF PNC BANK]
October 17, 1997
Mr. R. Xxxxxxx Xxxx
c/o Lanxide Corporation
0000 Xxxxxxx Xxxx
X.X. Xxx 0000
Xxxxxx, Xxxxxxxx 00000-0000
RE: Modification of $5,970,000 Revolving Credit Facility
Dear Xxxx:
We are pleased to inform you that PNC Bank, Delaware (the "Bank") has
approved the request of Lanxide Corporation (the "Borrower") for modifications
of the $5,970,000 revolving credit facility (the "Credit Facility"), subject to
the terms and conditions set forth in this letter.
The Borrower requested the Bank to (i) to reduce the interest rate to a
reduced floating rate equal to Prime Rate minus one-half of one percent (0.50%)
per annum; and (ii) change the payment terms, as set forth in the Amendment to
the Note enclosed herewith (the "Amendment").
The Bank hereby agrees to reduce the interest rate, subject to conditions
a, b, and c below, and change the payment terms as set forth in the Amendment,
subject to conditions b and c below:
(a) The Borrower shall provide evidence satisfactory to the Bank that
indebtedness owed by the Borrower to Kanematsu ($5,000,000) and Commodore
Environmental Service ($4,500,000), has been converted into equity in the
Borrower;
(b) The Borrower shall execute and deliver to the Bank the Amendment, an
updated corporate resolution and incumbency certificate and any other
instruments or documents reasonably requested by the Bank from the Borrower;
and
(c) X. X. xxXxxx de Nemours and Company (the "Guarantor") shall execute and
deliver to the Bank its consent and reaffirmation of guarantee, an updated
corporate resolution and incumbency certificate and any other instruments or
documents reasonable requested by the Bank from the Guarantor.
Although the Bank has approved the modification, the Bank's obligations
are conditioned on the Amendment and other required documents being signed and
delivered to the Bank in a form that is satisfactory to the Bank and its
counsel. This letter is governed by the laws of Delaware. No modification or
waiver of any of the terms of this letter will be valid and binding unless
agreed to in writing by the Bank.
To accept the terms of the modification set forth in this letter, please
sign this letter return it to me within 30 days from the date of this letter.
Upon acceptance of the terms and conditions as outlined, we will prepare the
necessary documents.
We appreciate this opportunity to provide financial services to you, and
look forward to our continued successful relationship.
Very truly yours,
PNC BANK, DELAWARE
By: /s/ Xxxxxxx X. Xxxxx
_______________________________
Xxxxxxx X. Xxxxx
Vice President
ACCEPTANCE
With the intent to be legally bound, the above terms and conditions are hereby
agreed to and accepted as of this 20th day of October, 1997.
BORROWER:
LANXIDE CORPORATION
By: /s/ Xxxx X. Xxxxxxx
_______________________
(SEAL)
Print Name: Xxxx X. Xxxxxxx
Title: President & CEO
PNC BANK DELAWARE LOAN TO LANXIDE CORPORATION
AMENDED PAYMENT SCHEDULE
03/31/97 $20,000 Paid
06/30/97 50,000 Paid
09/30/97 200,000 Paid
03/31/98 228,000
04/30/98 228,000
05/31/98 228,000
06/30/98 228,000
07/31/98 228,000
08/31/98 228,000
09/30/98 228,000
10/31/98 228,000
11/30/98 228,000
12/31/98 228,000
01/31/99 228,000
02/28/99 228,000
03/31/99 228,000
04/30/99 228,000
05/31/99 228,000
06/30/99 228,000
07/31/99 228,000
08/31/99 228,000
09/30/99 228,000
10/31/99 228,000
11/30/99 228,000
12/31/99 228,000
01/31/00 228,000
02/29/00 228,000
03/31/00 228,000
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Total $5,970,000
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