EXHIBIT 10.7
AGREEMENT OF CONSENT, AMENDMENT
AND CONFIRMATION
THIS AGREEMENT (this "Agreement") is made and entered into as of this
20th day of August, 1996 by and among STORAGE COMPUTER CORPORATION, a Delaware
corporation having its principal place of business at 00 Xxxxxxxxx Xxxxxx,
Xxxxxx, Xxx Xxxxxxxxx 00000 (the "Borrower"), XXXXXXXX X. XXXXXXXXXX, an
individual residing at 0 Xxxxxxxx Xxxxx, Xxxxxx, Xxx Xxxxxxxxx 00000
("Xxxxxxxxxx") and STATE STREET BANK AND TRUST COMPANY, a Massachusetts trust
company having its principal place of business at 000 Xxxxxxxx Xxxxxx, Xxxxxx,
Xxxxxxxxxxxxx 00000-0000 (the "Bank").
W I T N E S S E T H T H A T:
WHEREAS, the Borrower and the Bank are parties to a Loan Agreement
dated as of August 4, 1995 (the "Original Loan Agreement"), pursuant to which
the Bank established a line of credit for the Borrower in the maximum principal
amount of $6,000,000, which line of credit is evidenced by the Borrower's Line
of Credit Note issued on such date in such maximum principal amount (the
"Original Line of Credit Note"); and
WHEREAS, in connection with the execution and delivery of the Original
Loan Agreement and the Original Note, (a) the Bank, the Borrower and Xxxxxxxxxx
entered into an Affiliate Subordination Agreement (the "Subordination
Agreement"); and
WHEREAS, concurrently herewith, the Borrower and the Bank are entering
into a First Amendment to Loan Agreement of even date herewith ("Amendment"),
pursuant to which the Bank has agreed, among other things, to increase the line
of credit loan from $6,000,000 to $10,000,000 (the "New Obligations"); and
WHEREAS, pursuant to the Original Loan Agreement, as amended by the
Amendment (as so amended, hereinafter, the "Amended Loan Agreement"),
concurrently herewith the Borrower are executing and delivering to the Bank its
Amended and Restated Line of Credit Note dated August 4, 1995 (as amended and
restated as of the date hereof) in the maximum principal amount of $10,000,000
(the "Amended Note"); and
WHEREAS, the parties hereto are entering into this Agreement to amend
the Subordination Agreement consistent with the amendments effected by the
Amendment.
NOW, THEREFORE, for value received, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto hereby agree as follows:
1. Capitalized terms not otherwise defined herein shall have the
meanings ascribed to them in the Amended Loan Agreement, or in the Subordination
Agreement, as the context so requires.
2. To the extent required, Xxxxxxxxxx hereby consents to the execution,
delivery and performance by the parties thereto of the Amended Loan Agreement
and the Amended Note.
3. Each of the Borrower and Xxxxxxxxxx hereby confirms and agrees that
the New Obligations shall constitute "Loans", "Obligations", "Senior
Indebtedness" or "Senior Debt", as the case may be, for all purposes of the
Subordination Agreement and, howsoever defined, the New Obligations shall
continue to be entitled to all of the benefits of the Subordination Agreement.
4. Each of the Borrower and Xxxxxxxxxx hereby further represents and
warrants that the Exhibit to the Subordination Agreement is true and correct on
and as of the date hereof, and Xxxxxxxxxx hereby restates and reaffirms all of
the representations and warranties made by him therein.
5. Each of the Borrower and Xxxxxxxxxx hereby confirms and agrees that
each and every reference to the "Agreement" or the "Loan Agreement" in the
Original Loan Agreement, the Subordination Agreement and any other loan document
executed in connection therewith and in any Exhibit delivered pursuant thereto
shall hereinafter be deemed to refer to the Original Loan Agreement as amended
by the Amendment and hereby.
6. Each of the Borrower and Xxxxxxxxxx hereby confirms and agrees that
each and every reference to the "Note" or the "Line of Credit Note" in the
Original Loan Agreement, the Subordination Agreement and any other loan document
executed in connection therewith shall hereinafter be deemed to refer to the
Amended Note in its new principal amount.
7. Each of the Borrower and Xxxxxxxxxx shall, from time to time
hereafter, at its or his own expense, execute, deliver, file and record (in such
manner and form as the Bank may reasonably require), or permit the Bank to file
and record, any financing statements, any carbon, photographic, computer
generated or other reproduction of a financing statement, any specific
assignments or other paper that may be reasonably necessary or desirable, or
that the Bank may reasonably request, in order to maintain, preserve, perfect or
validate the Subordination Agreement or to enable the Bank to exercise and
enforce its rights thereunder or under the Amended Loan Agreement. Each of the
Borrower and Xxxxxxxxxx hereby appoints the Bank as its or their
attorney-in-fact to execute in its or their name or on its or their behalf such
additional financing statements or related notices as the Bank may reasonably
require, which power is coupled with an interest and is therefore irrevocable.
8. Except as specifically amended hereby, the Subordination Agreement
and all other documents and instruments securing, guaranteeing, or assuming
obligations under the Original Loan Agreement, the Original Note and all
indebtedness incurred pursuant thereto, shall remain in full force and effect,
and are hereby ratified and affirmed in all respects.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed as an instrument under seal all as of the day and year first above
written.
ATTEST: STORAGE COMPUTER CORPORATION
/s/ Xxxxxx X. Xxxxxxx By: /s/ Xxxxxxxx X. Xxxxxxxxxx
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Secretary Xxxxxxxx X. Xxxxxxxxxx
Chief Executive Officer
WITNESS:
/s/ Xxxxxxxxxxx X. Xxxxxxxxxxx /s/ Xxxxxxxx X. Xxxxxxxxxx
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Xxxxxxxx X. Xxxxxxxxxx
STATE STREET BANK AND TRUST COMPANY
By: /s/ L. Xxx Xxxxxxx
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L. Xxx Xxxxxxx
Vice President
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