Agreement
THIS AGREEMENT is made as of the last date written below, by and between
Envirometrics, Inc. (hereinafter, the "Company"), a Delaware corporation with
its principal office in Charleston, South Carolina and the Solomon Xxxxx Xxxxxx
Simplified Employment Pension Plan of Xxxxxx X. Xxxx (hereinafter "HEI IRA");
Recitals
The Company is the payee of a promissory note (the "Trico Note") dated July
26, 1996 from Trico Engineering Consultants, Inc. ("Trico") which is secured by
a Security Agreement; a Personal Guaranty and a Pledge Agreement (collectively,
the "Security Documents"). The Trico Note and Security Documents are attached
hereto collectively as Exhibit "A"; and,
The Trico Note currently has a balance outstanding of Three Hundred
Sixty-Four Thousand Four Hundred Twenty-Seven and 17/100 Dollars ($364,427.17)
(the "Indebtedness"), which amount represents the existing balance after the
December, 1998 payment of Ten Thousand Nine Hundred Seventy-Nine and 09/100
Dollars ($10,979.09); and,
The Company wishes to assign the Trico Note and the Security Documents to
HEI IRA in exchange for the sum of Two Hundred Sixty Thousand and 00/100 Dollars
($260,000.00), an amount the Company knows to be competitive and fair to
Company. Company's financial circumstances are such that this transaction will
enable it to significantly improve its overall financial situation, including
the mediation of its unsecured debt.
NOW, THEREFORE, for and in consideration of the mutual obligations
expressed herein and other valuable consideration, the Parties agree as follows:
1. Assignment of Trico Note and Payments to Company.
(a) Contemporaneously with the execution hereof: (i) HEI IRA is paying
to Company the sum of Sixty Thousand Dollars ($60,000.00) as a down
payment, the receipt of which is hereby acknowledged by the Company; (ii)
Company hereby transfers and assigns the Trico Note and the Security
Documents to HEI IRA, and Company is delivering to HEI IRA the original
Trico Note, endorsed in blank on its reverse side, and the Security
Documents. (iii) Company is giving notice and instructions to Trico of the
assignment in the form attached hereto as Exhibit "B;"
(b) On or before January 31, 1999, HEI IRA shall pay to Company the
sum of Two Hundred Thousand Dollars ($200,000.00).
2. Warranties. The Company hereby warrants to HEI IRA, which warranties will be
true as of that:
(a) It knows of no defenses in law or in fact which may be raised by
Trico to excuse any payment by it under the Trico Note;
(b) All payments under the Trico Note are current and there are no
existing delinquencies or defaults thereunder or under either the note or
the Security Documents, except for the default to Liberty Property Trust
under a lease, which default is being cured by the Company and Trico;
(c) All rights set forth in the Security Documents are valid and in
full force and effect;
(d) It is the sole owner of the Trico Note, the Security Documents and
all rights thereunder are free from any adverse claims or encumbrances of
any nature whatever;
(e) It has full legal authority to enter into this Agreement.
4. Applicable Law. This Agreement shall be governed in all respects by the laws
of the state of South Carolina without reference to the choice of law principles
thereof, and the Parties hereto submit to exclusively to the in personam
jurisdiction of the courts in Charleston, South Carolina for the resolution of
any disputes which may arise herefrom.
5. Binding Effect. Except as otherwise provided herein, this Agreement shall be
binding upon and inure to the benefit of the Parties and their successors, legal
representatives and assigns.
6. Notice. Any notice or other communication required or permitted hereunder
shall be in writing and shall be sufficiently given if delivered in person or
sent by telex, facsimile, telecopy, registered or certified mail with postage
prepaid, Federal Express or Express Mail, addressed as follows:
If to the Company:
Envirometrics, Inc.
0000 Xxxxxxxxxx Xxxxxxxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
If to the HEI IRA:
SSB SEP of Xxxxxx X. Xxxx
00 Xxxxxx Xxxxxx
Xxxxxxxxxx, XX 00000
7. Severability. If any provision of this Agreement or application thereof to
anyone or under any circumstances is adjudicated to be invalid or unenforceable
in any jurisdiction, such invalidity or unenforceability shall not affect any
other provisions of this Agreement that can be given effect without the invalid
or unenforceable provision or application and shall not invalidate or render
unenforceable the invalid or unenforceable provision in any other jurisdiction
or under any other circumstance.
8. Entire Agreement. This agreement constitutes the entire agreement by and
between the Parties pertaining to the subject matter hereof and supersedes all
prior and contemporaneous understandings of the Parties.
IN WITNESS WHEREOF, the Company has hereunto caused its authorized officer to
execute this instrument and affix its seal as of this ___ day of December, 1998.
ENVIROMETRICS, INC. ("Company")
By: ____________________________
Xxxxxx X. Xxxxxxx, III, President and CEO
The provisions of the foregoing Agreement are accepted and consented to by us as
of this ___ day of December, 1998.
Solomon Xxxxx Xxxxxx Simplified Employment Pension Plan of Xxxxxx X. Xxxx
By: _____________________________
Xxxxxx X. Xxxx, Nominee
