AMENDMENT TO NOTE
Exhibit
10.4
THIS
AMENDMENT
TO NOTE
dated as
of the 24th
day of
March, 2006, by and between LAPOLLA
INDUSTRIES, INC.
(f/k/a
IFT CORPORATION), a Delaware corporation, and XXXXXXX
XXXXX
(jointly
and severally, “Borrower”), jointly and severally, hereby promise to pay to the
order of WACHOVIA
BANK, NATIONAL ASSOCIATION
(“Lender”), at its offices at 000 Xxxxx Xxxx, Xxxxxx, Xxx Xxxxxx
00000
WHEREAS,
on June
2, 2005, Borrower executed and delivered a Promissory Note (the “Original Note”)
evidencing a loan (the “Original Loan”) in the amount of Two Million Dollars
($2,000,000.00) from Lender; and
WHEREAS,
Borrower has requested and Lender has agreed to increase the principal amount
of
the Original Loan as provided herein;
NOW,
THEREFORE,
in
consideration of the mutual covenants herein contained and other good and
valuable consideration, the receipt of which is hereby acknowledged, Lender
and
Borrower agree as follows:
1. Capitalized
terms used but not otherwise defined herein shall have the meanings ascribed
them in the Original Note.
2. As
of the
date set forth above, the aggregate principal balance of the Original Loan
is
increased by Five Hundred Thousand Dollars ($500,000.00)(the “Loan Increase”) to
a total of Two Million Five Hundred Thousand Dollars ($2,500,000.00)(the
“Original Loan as so modified, the “Loan”). The Original Note is hereby deemed
amended accordingly to reflect the increased principal amount (the Original
Note
as so modified, the “Note”).
3. All
accrued and unpaid interest on the outstanding principal balance shall be due
and payable on each Payment Date through January 1, 2007. Thereafter, on each
Payment Date, Borrower shall make payments of $208,333.33 principal plus all
accrued and unpaid interest. The Maturity Date is extended to January 1,
2008.
4. Any
default by any Borrower under any other obligation of any Borrower to Bank,
whether currently existing or incurred in the future, including any contingent
liabilities under guaranties, shall be deemed a default hereunder.
5. All
other
terms and conditions of the Original Note shall remain in full force and
effect.
6. The
terms
hereof shall be binding upon and inure to the benefit of the parties hereto
and
their respective successors and assigns.
7. Borrower
represents and warrants to Lender that there exists no defense, offsets or
counterclaims with respect to Borrower’s obligations under the Note as
amended.
8. This
Amendment to Note may be executed in counterparts, such counterparts together
constituting but one and the same agreement.
9. This
Amendment to Note may not be changed or terminated except by an agreement in
writing signed by Borrower and Lender.
10.
This
Amendment to Note shall be governed by and construed in accordance with the
laws
of the State of New Jersey, without regard to principles of conflicts of
law.
11.
Except
as
provided herein, the terms and provisions and covenants of the Note are in
all
other respects hereby ratified and confirmed and shall remain in full force
and
effect.
IN
WITNESS WHEREOF,
the
parties have executed this Amendment as of the day and year first above
written.
WACHOVIA
BANK, NATIONAL ASSOCIATION
By:
/s/
Xxxxx Xxxx
Name:
Xxxxx X. Xxxx
Title:
Vice-President
LAPOLLA
INDUSTRIES, INC.
By:
/s/
Xxxxxxx X. Xxxxx, CEO
Name:
Xxxxxxx X. Xxxxx
Title:
CEO
/s/
Xxxxxxx Xxxxx
Xxxxxxx
Xxxxx
