AMENDMENT TO KEEP WELL AGREEMENT
This Amendment, dated as of September 28, 2000, is made by and between
OUR FOOD PRODUCTS GROUP, INC., a Texas corporation (the "Borrower"), XXXXX FARGO
BUSINESS CREDIT, INC., a Minnesota corporation (the "Lender"), and XXXXXX XXXX
GROUP, INC., a Delaware corporation (the "Investor").
RECITALS
WHEREAS, the Borrower and the Lender have entered into a Credit and
Security Agreement dated as of May 31, 2000 (the "Credit Agreement").
WHEREAS, in connection with the Credit Agreement, the Borrower, the
Lender and the Investor have entered into that certain Keep Well Agreement dated
as of May 31, 2000 (the "Keep Well Agreement"). Capitalized terms used in these
recitals have the meanings given to them in the Keep Well Agreement unless
otherwise specified.
WHEREAS, GOURMET GROUP, INC., f/k/a Seair Group, Inc., a Nevada
corporation ("Gourmet"), the Borrower and the shareholders of the Borrower have
entered into an Agreement and Plan of Share Exchange dated September 28, 2000
(the "Share Exchange Agreement") wherein Gourmet has acquired all of the
outstanding capital stock of the Borrower from the Borrower's shareholders
solely in exchange for restricted common stock of Gourmet, making Borrower a
wholly-owned subsidiary of Gourmet (the "Share Exchange Transaction");
WHEREAS, the Borrower and Gourmet have requested that Lender consent
to the Share Exchange Transaction, waive certain covenant defaults and make
certain amendments to the Credit Agreement pursuant to that certain Amendment to
Credit Agreement of even date herewith and in connection therewith has agreed to
amend the Keep Well Agreement as further provided herein.
NOW, THEREFORE, in consideration of the agreements herein contained,
it is agreed as follows:
1. KEEP WELL PAYMENTS BY GOURMET. The parties hereby acknowledge and
agree that (i) if at any time under the terms of the Keep Well Agreement a
"Payment" shall be required to be made by the Investor to the Borrower, and (ii)
such Payment or any portion thereof shall be made to the Borrower in cash by
Gourmet, then the amount of such Payment owed and due from the Investor shall be
reduced to the extent of such cash payment actually made by Gourmet.
2. NO OTHER CHANGES. Except as explicitly amended by this Amendment,
all of the terms and conditions of the Keep Well Agreement shall remain in full
force and effect.
3. documents related hereto shall not be deemed to be a waiver of any
default under the Keep Well Agreement or the Credit Agreement or breach, default
or event of default under any Security Document or other document held by the
Lender, whether or not known to the Lender and whether or not existing on the
date of this Amendment.
4. MISCELLANEOUS. This Amendment may be executed in any number of
counterparts, each of which when so executed and delivered shall be deemed an
original and all of which counterparts, taken together, shall constitute one and
the same instrument.
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the date first written above.
XXXXX FARGO BUSINESS CREDIT, INC. OUR FOOD PRODUCTS GROUP, INC.
BY /s/ XXXXXXXX XXXXXXXXX BY /s/ XXXXXXXX XXXXXXXX
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XXXXXXXX XXXXXXXXX XXXXXXXX XXXXXXXX
ITS VICE PRESIDENT ITS PRESIDENT
XXXXXX XXXX GROUP, INC.
BY /s/ XXXXXXXX XXXXXXXX
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XXXXXXXX XXXXXXXX
ITS President
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