EXTENSION AND MODIFICATION AGREEMENT
THIS
AGREEMENT,
dated
effective as of the 15th
day of
March, 2008, by and among DECORIZE, INC. (“Borrower”) and QUEST CAPITAL ALLIANCE
II, L.L.C. (“Lender”)
WHEREAS,
on or
about September 11, 2006, Borrower executed and delivered to Lender a Promissory
Note in the principal sum of Seven Hundred Fifty Thousand Dollars ($750,000.00)
(the “Note”), which Note is secured by a Security Agreement, dated September 11,
2006 (the “Security Agreement”), securing repayment of the Note;
WHEREAS,
the
Note was modified pursuant to a Modification Agreement dated March 15,
2007;
WHEREAS,
the
Note is due and payable in full on March 15, 2008;
WHEREAS,
the
parties desire to extend the Note so that the principal sum shall be due and
payable in full on March 15, 2009; and
WHEREAS,
the
parties desire to amend the Note so that the interest payable on the Note shall
accrue at the rate of 9 ¾% per annum.
NOW,
THEREFORE,
inconsideration of the premises and mutual covenants herein contained and agreed
to be kept, the parties hereto do agree as follows:
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1.
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Extension.
The parties hereby agree that the Note shall be extended so that
the
outstanding principal of the Note and all other amounts then owing
by
reason of this Note or the Security Agreement or any other agreement
given
in connection with or as security for the Note shall be due and payable
in
full on March 15, 2009. The parties hereby agree that the accrued
interest
on the principal sum outstanding from time to time shall continue
to be
due and payable on the last day of each calendar month during the
term of
the Note.
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2.
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Modification
of Interest Rate.
Effective March 15, 2008, the Note shall accrue interest at the rate
of
Nine and three-quarters percent (9.75%) per
annum.
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3.
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No
Other Modification.
The modification and amendments to the Note set forth in this Extension
and Modification Agreement shall only modify and amend the Note to
the
extent necessary to give effect to such modification and amendment,
and,
except as otherwise provided in this Agreement, the Note and Security
Agreement shall continue to bind the parties to such documents and
be in
full force and effect in accordance with their original terms as
of their
effective dates.
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4.
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Representations
and Warranties.
When Borrower signs this Agreement, Borrower represents and warrants
to
Lender that: (a) there is no event which is, or with notice or lapse
of
time or both would be, a default under the Note or Security Agreement
(collectively, the “Loan Documents”) except those events, if any, that
have been disclosed in writing to Lender or waived in writing by
Lender,
(b) the representations and warranties in the Agreement are true
as of the
date of this Agreement as if made on the date of this Agreement,
(c) this
Agreement does not conflict with any law, agreement, or obligation
by
which Borrower is bound, and (d) this Agreement is within Borrower’s
powers, has been duly authorized, and does not conflict with any
of
Borrower’s organizational papers.
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5.
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Counterparts.
This Agreement may be executed in counterparts, each of which when
so
executed shall be deemed an original, but all such counterparts together
shall constitute but one and the same
instrument.
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6.
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General
Provisions.
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a.
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Headings.
The headings, captions and arrangements used in this Agreement are,
unless
specified otherwise, for convenience only and shall not be deemed
to
limit, amplify or modify the terms of the Agreement, nor effect the
meaning hereof.
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b.
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Survival.
All agreements, covenants, undertakings, representations and warranties
made in this Agreement shall survive the execution
hereof.
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c.
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Governing
Law. This Agreement is being executed and delivered and is intended
to be
performed in the State of Missouri, and the substantive laws of such
state
shall govern the validity, construction, enforcement and interpretation
of
the Agreement and any related documents, unless otherwise specified
therein.
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d.
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Attorney’s
Fees and Costs. In the event that any dispute arises between the
parties
hereto relating to the interpretation, enforcement or performance
of this
Agreement, and such matter is referred to an attorney for resolution,
the
prevailing party shall be entitled to collect from the losing party
any
attorney’s fees together with any costs and expenses in the event of
litigation.
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e.
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Assignment.
This Agreement shall be binding upon and inure to the benefit of
each
party hereto, and its respective successors and
assigns.
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7.
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Final
Agreement.
By signing this document each party represents and agrees that: (a)
this
document represents the final agreement between the parties with
respect
to the subject matter hereof, (b) this document supersedes any term
sheet
or other written outline of the terms and conditions relating to
the
subject matter hereof, unless such term sheet or other written outline
of
terms and conditions expressly provides to the contrary, (c) there
are no
unwritten oral agreements between the parties, and (d) this document
may
not be contradicted by evidence of any prior, contemporaneous, or
subsequent oral agreements or understandings of the
parties.
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ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE. TO PROTECT YOU (BORROWER) AND US (CREDITOR) FROM
MISUNDERSTANIDNG OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH
MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING
TO MODIFY IT.
This
Agreement is executed as of the date stated at the beginning of this
Agreement.
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QUEST
CAPITAL ALLIANCE II, L.L.C.
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By:
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/s/
Xxxxx Xxxxxxx
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By:
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/s/
Xxxxx Xxx
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Name:
Xxxxx Xxx
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Title:
President
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Title:
General Manager
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