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EXHIBIT 10.5.7
NOTE MODIFICATION AND EXTENSION AGREEMENT
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This Note Modification and Extension Agreement (this "Agreement") is
entered into as of the 30th day of June, 1997, by and between The Huntington
National Bank (hereinafter the "Bank") and CA Short Company (hereinafter the
"Borrower").
WITNESSETH:
A. As of December 31, 1996, the Bank and the Borrower entered into and
executed a certain Loan and Security Agreement (hereinafter the "Loan
Agreement"); and
B. As of December 31, 1996, the Borrower executed and delivered to the
Bank inter alia, a certain Revolving Note in the original principal amount of
Four Million Five Hundred Thousand Dollars ($4,500,000.00) (hereinafter the
"Note"); and
C. To secure the repayment of the Note, the Borrower granted to the
Bank (a) security interest in the collateral described in the Loan Agreement
and (b) a deed of trust upon certain real property owned by the Borrower and
located in Cleveland County, North Carolina (hereinafter collectively the "Real
and Personal Property"); and
D. The Bank's security interests and deed of trust in the Real and
Personal Property were perfected properly by the filing of financing statements
and the recording of a deed of trust and security agreement with various
recording authorities; and
E. In connection with the Loan Agreement and the Note, the Borrower
executed and delivered to the Bank certain other loan documents, a lockbox
agreement, consents, assignments, security agreements, a deed of trust and
security agreement, agreements, instruments and financing statements in
connection with the indebtedness referred to in the Loan Agreement (all of the
foregoing, together with the Note and the Loan Agreement, are hereinafter
collectively referred to as the "Loan Documents"); and
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F. The Borrower remains the owner of the Real and Personal Property
and the Bank holds Loan Documents; and
G. The Borrower and the Bank desire and are willing to amend and
modify the terms of the Note and extend the maturity thereof.
NOW, THEREFORE, in consideration of the mutual covenants, agreements
and promises contained herein, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, the Borrower and the Bank, for
themselves and their successors and assigns do hereby agree, recite, represent
and warrant as follows:
1. The second paragraph on page 1 of the Note is hereby amended to
recite in its entirety that:
This Note is executed and the advances contemplated hereunder
are to be made pursuant to a Loan and Security Agreement by and
between the undersigned and the Bank dated December 31, 1996, and
all amendments, modifications, and supplements thereto from time to
time, including without limitation a certain First Amendment to
Loan and Security Agreement dated as of June 30, 1997 (hereinafter
collectively called the "Loan Agreement"), and all the covenants,
representations, agreements, terms, and conditions contained
therein, including but not limited to additional conditions of
default, are incorporated herein as if fully rewritten.
2. The section titled "Manner of Payment" of the Note is hereby
amended to recite in its entirety that:
MANNER OF PAYMENT
The Principal Sum shall be due and payable on June 30,
1998, and at maturity, whether by demand, acceleration or
otherwise. Accrued interest shall be due and payable monthly
beginning on February 1, 1997, and continuing on the 1st day of
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each month thereafter, and at maturity, whether by demand,
acceleration or otherwise.
3. The Borrower hereby covenants and agrees that the Bank's agreement
in this Agreement to extend the maturity of the Note shall not be construed and
shall not be the Bank's agreement to further modify or extend the Note.
4. The Borrower represents and warrants that no "Event of Default," as
defined in the Loan Agreement, has occurred and is continuing, nor will any such
Event of Default occur immediately after the delivery of this Agreement by the
performance or observance of any provision hereof.
5. Nothing contained in this Agreement shall be construed to affect,
modify, or cure in any manner, or effect a waiver of the occurrence and or
continuance of any Event of Default, or default or breach of any term,
condition, convenant or agreement contained in the Loan Agreement, the Note,
the Loan Documents, or any other agreement executed in connection therewith.
6. Except as modified herein, the Note, the Loan Agreement, the Loan
Documents and all other agreements as to payment, guarantee of payment or
security executed in connection therewith shall remain as written originally
and in full force and effect in all respects, and nothing herein shall affect,
modify, limit or impair any of the rights and powers which the bank may have
thereunder.
7. The Borrower agrees to perform and observe all of the covenants,
agreements, stipulations, and conditions to be performed under the Note, the
Loan Agreement, Loan Documents, and all other related agreements as amended
hereby. Except as modified by this
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Agreement, all the terms, conditions and covenants of the Note, the Loan
Agreement, the Loan Documents and any other related agreements shall remain as
originally written.
8. The Borrower agrees to execute such continuation statements,
financing statements or other documents, if any, as may be necessary or
desirable to continue in full force and effect the security interest granted to
the Bank.
9. THIS AGREEMENT shall become effective only upon its execution by
all parties hereto.
IN WITNESS WHEREOF, the Borrower and the Bank have hereunto set their
hands at Columbus, Ohio as of the date first set forth above.
BORROWER:
CA SHORT COMPANY
By: /s/ S. Xxxxxx Xxxxx
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Its: Chairman
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BANK:
THE HUNTINGTON NATIONAL BANK
By:/s/ Xxxxxx Xxxxx
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Its: Vice President
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