AGREEMENT OF MODIFICATION OF NOTE
THIS AGREEMENT dated as of May 12, 2000 is by and between The Chase Manhattan
Bank formerly known as Chemical Bank, a New York banking corporation (the
"Payee"), and Xxxxxx International Corp. (the "Maker").
Whereas, the Payee made a loan in the original amount of $2,295,000.00 (the
"Loan") to the Maker, evidenced by a note in that principal amount dated October
27, 1994 from the Maker to the Payee (the "Note"), secured by a first mortgage
(the "Mortgage") from the Maker to the Payee encumbering the premises commonly
known as, 000 Xxxxxxxx Xxxx., Xxxxxxxxx, Xxx Xxxx (the "Mortgaged Property") and
guaranteed pursuant to a guaranty of payment dated as of October 27, 1994 from
HAPL Leasing Co., Inc. (the "Guarantors") to the Payee (the "Guaranty").
NOW THEREFORE, it is agreed by and between the parties to amend the Note as
follows:
(i) the Maturity Date of the Note is hereby shortened to April 30, 2001
from October 27, 2004.
(ii) equal monthly installments of principal in the amount of $19,125.00
will continue to be made on the 27th day of each calendar month and on
the Maturity Date a final principal payment of $784,125.00 shall be
due and payable together with all interest accrued and unpaid thereon
and all other sums due under the Note, shall be due and payable on the
Maturity Date.
The Maker acknowledges that:
(i) the principal balance of the Note is $l,032,750.00.
(ii) the interest rate on the Note is 11.30%;
(iii)it has not entered into any agreements with creditors that expressly
or otherwise prohibit the Maker from entering into a modification of
the Loan;
(iv) except, as specifically amended in this Agreement all of the terms,
covenants, conditions and stipulations contained in the Note, the
Mortgage and all other instruments executed and delivered to evidence
and/or to secure the Loan (collectively, the "Loan Documents") are
hereby ratified and confirmed in all respects, shall continue to apply
with full force and effect and shall be governed by, and construed in
accordance with, the laws of the State of New York;
(v) the foregoing correctly reflects our entire understanding and no oral
or other agreements, conditions, promises, waivers, modifications,
understandings, representations or warranties exist in regard to the
obligations of the Maker hereunder or under the other Loan documents
or otherwise with respect to the Loan, except those specifically set
forth in this Agreement;
(vi) no material adverse change has occurred in the financial status of the
Maker since the making of the Loan other than as set forth on the
draft of the Maker's 10-K for the fiscal year period ending January
31, 2000 delivered to the Payee by the Maker by telefax on May 11,
2000,
(vii)there are no judgments against the Maker in any courts of the United
States and there is no litigation, pending or threatened, against the
Maker which might adversely affect the Maker's ability to pay when due
any amounts which may become payable in respect of the Loan;
(viii)no default, nor event, which with notice and/or passage of time would
constitute a default, has occurred and is continuing under the Loan
Documents;
(ix) there are no offsets, defenses or counterclaims to the Maker's
obligations under the Loan and the Loan Documents;
(x) the Maker hereby waives the right to assert any set-off, counterclaim
or crossclaim of any nature whatsoever in any litigation relating to
this latter agreement, the other Loan Documents and the Loan
(provided, however, that the foregoing shall not be deemed a waiver of
the Maker's right to assert any compulsory counterclaim maintained in
a court of the United States, or of the State of New York if such
counterclaim is compelled under local law or rule of procedure, nor
shall the foregoing be deemed a waiver of the Maker's right to assert
any claim which would constitute a defense, setoff, counterclaim or
crossclaim of any nature whatsoever against the Payee in any separate
action or proceeding);
(xi) the Payee hereby irrevocably and unconditionally waives, and the
Maker, by its acknowledgement and agreements to this Agreement
irrevocably and unconditionally waives, any and all rights to trial by
jury in any action, suit or counterclaim arising in connection with,
out of or otherwise relating to the Note, the Mortgage or any other
Loan Document heretofore, now or hereafter executed and/or delivered
in connection therewith, the Loan or in any way related to this
transaction or otherwise with respect to the Mortgaged Property; and
(xii)all references contained in any of the Loan Documents to a Loan
Document or Documents shall henceforth refer to said Loan Document as
the same may be amended from time to time by instrument in writing
executed by the Maker and the Payee, including but not limited to,
this Agreement.
Xxxxxx International Corp.
/s/ Xxxxxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxx
VP of Finance and Chief
Financial Officer
The Chase Manhattan Bank
By: /s/ Xxxxxxxxxxx X. Xxxxxxxxx
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Xxxxxxxxxxx X. Xxxxxxxxx, V.P.
