FIRST AMENDMENT TO
CREDIT AGREEMENT
This AMENDMENT, made as of June 1, 1999 (the "Amendment"), to CREDIT
AGREEMENT, dated as of May 28, 1999 (the "Credit Agreement"), by and among XXXXX
HOLDINGS, INC., a Delaware corporation ("Lender") and AZUREL LTD., a Delaware
corporation ("Borrower").
WHEREAS, Lender has previously advanced an aggregate of $1,500,000 to
Borrower as follows:
(i) $500,000 pursuant to a promissory note, dated March 31, 1999, which
matured on May 31, 1999 bearing interest at 20.8% and remains unpaid ("Note 1"),
and (ii) $1,000,000 pursuant to the Credit Note, dated as of May 28, 1999, made
by Borrower in favor of Lender (the "Credit Note").
WHEREAS, repayment of the Credit Note is secured, pursuant to the terms
of the Credit Agreement, by specified collateral identified in that certain
Pledge Security Agreement by and between Lender and Borrower, dated as of May
28, 1999 (the "Pledge Agreement");
WHEREAS, Lender and Borrower desire to : (i) amend the terms of the
Credit Agreement, (ii) amend Note 1 and amend the Credit Note for the purpose of
making the payee, or Lender, for all of such indebtedness Payee's wholly-owned
subsidiary, Xxxxx E-Commerce Corp.; (iii) amend the Credit Note to include the
$500,000 unpaid principal plus $28,166.67 of accrued interest with respect to
funds advanced pursuant to Note 1, an aggregate of $528,166.67 (the "Secondary
Advances") as amounts to be repaid under the terms of and on the same schedule
as all funds advanced or owed under the original terms of the Credit Agreement
and the Credit Note, and to include the Secondary Advances as obligations to be
secured under the terms of the Pledge Agreement.
NOW, THEREFORE, in consideration for the mutual premises expressed
herein, and such other consideration as is hereby acknowledged by all parties
hereto as adequate consideration under the terms hereof, the parties hereto do
hereby agree as follows:
1. AMOUNT AND TERMS OF CREDIT.
Section 1 of the Credit Agreement is hereby amended by increasing the
aggregate principal amount of the Loan from One Million Dollars ($1,000,000) to
One Million Five Hundred Twenty-Eight Thousand One Hundred Sixty-Six and 67/00
Dollars ($1,528,166.67). All capitalized terms used herein and not otherwise
defined shall have the meanings ascribed thereto in the Credit Agreement.
2. ASSIGNMENT
All of Lender's rights and obligations under the Credit Agreement are
hereby assigned to Xxxxx E-Commerce Corp. ("Xxxxx E"), and such assignment is
hereby accepted and acknowledged by Borrower.
3. ADDITIONAL CONSIDERATION
As additional consideration for amending the terms of Note 1, including
but not limited to extending the term for repayment thereof and reducing the
interest rate thereon to 8% per annum, Borrower does hereby agree to provide to
Xxxxx E a Warrant for 200,000 shares of Borrower's Common Stock (the "Additional
Warrant") on the same terms as the Warrant, dated May 28, 1999, previously made
by Borrower in favor of Lender (the "First Warrant"), and Borrower does hereby
consent to the assignment of the First Warrant by Lender to Xxxxx X.
4. MISCELLANEOUS
In all other respects, the Credit Agreement is confirmed ratified and
approved, and, as amended by this Amendment, shall continue in full force and
effect.
IN WITNESS WHEREOF, Lender and Borrower have caused this Amendment to
be executed and delivered by their respective duly authorized offices as of the
date and year first above written.
BORROWER:
AZUREL, LTD.
BY: /S/ XXXXXX XXXXXX
LENDER
XXXXX HOLDINGS, INC.
BY: /S/ XXXXXXXXX XXXXXXXX
ACCEPTED AND ACKNOWLEDGED:
ASSIGNEE:
XXXXX E-COMMERCE CORP.
BY: /S/ XXXXX XXXXXXXXXX
