Exhibit 10.09
AMSOUTH BANK
AMENDMENT TO AMENDED AND
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RESTATED LOAN AGREEMENT
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This Amendment to the Amended and Restated Loan Agreement (the "Agreement")
having an effective dare of January 2, 2001, by and between AmSouth Bank, an
Alabama banking corporation ("Bank"), StrandTek International, Inc., a Florida
corporation, formerly known as RFI Recycled Fibre Industries, Inc. ("Borrower"),
and Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx., Xxxxxxx X. Xxxxxxx, Xxxxxx
Xxxxxxx, and Xxx Xxxxxx (collectively known as "Guarantors" or, sometimes,
"Shareholders").
RECITALS
WHEREAS, on May 24, 2000, Bank and Borrower entered into that certain
Amended and Restated Loan Agreement, which consolidated, modified and amended
the Original Loan Agreement (as defined therein) (the "Loan Agreement"); and
WHEREAS, there exists currently nine (9) promissory notes which are
governed by the terms and covenants of the Loan Agreement; and
WHEREAS, on even date herewith Bank is extending the maturity date of Term
Note A (as defined herein), extending the maturity date and increasing the
amount available under the LOC Note B (as defined herein), and extending to
Borrower additional financing on a term basis in the sum of $1,250,00.00 ("Term
Note C"); and
WHEREAS, the parties hereto wish to modify certain terms and conditions of
the Loan Agreement.
NOW, THEREFORE, in consideration of the Loan or Loans described below and
the mutual covenants and agreements contained herein, and intending to be
legally bound hereby, Bank, Borrower and Guarantors agree as follows:
AGREEMENT
1. The above recitals are true and correct and are incorporated by
reference herein.
Amendment to Amended and
Restated Loan Agreement 1 #A0195463.
2. LOANS. The following information is hereby added to Section 2 of the
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Loan Agreement:
A. Term Loan. Bank has made, and is hereby renewing one or more loans to
Borrower in the aggregate principal face amount of One Hundred Fifty Thousand
Dollars ($150,000.00). The obligation to repay the loans is evidenced by a
renewal promissory note or notes having an effective date of January 1, 2001
(the promissory note or notes together with any and all renewals, extensions or
rearrangements thereof being hereafter collectively referred to as the ("Term
Note A") having a maturity date, repayment terms and interest rate as set forth
in the Term Note A.
i. Commitment Fee. Not applicable.
ii. Collateral. The Term Loan shall be secured by a first priority
security interest in all assets, including accounts receivable, instruments,
general intangibles, inventory, and equipment owned by Borrower, or hereafter
acquired and all replacements and substitutions thereof and proceeds therefrom,
together with all funds on deposit with or under the control of the Bank or its
agents or correspondences and all parts, replacements, substitutions, profits,
products and cash and non-cash proceeds of any of the foregoing (including
insurance proceeds payable by reason of loss or damage thereto) in any form and
wherever located.
B. Revolving Line of Credit Loan. Bank is hereby renewing and is
additionally increasing the existing LOC Note to the aggregate principal face
amount of Two Million Five Hundred Thousand Dollars ($2,500,000.00). The
obligation to repay the loans is evidenced by a renewal revolving line of credit
promissory note or notes having an effective date of January 2, 2001 (the line-
of-credit promissory note or notes together with any and all renewals,
extensions or rearrangements thereof being hereafter collectively referred to as
the "LOC Note B") having a maturity date, repayment terms and interest rate as
set forth in the LOC Note B.
i. Revolving Credit Feature. The LOC Note B provides for a
revolving line of credit under which Borrower may from time to time, borrow,
repay and re-borrow funds.
ii. Balance Upon Maturity. Should a balance remain outstanding at
maturity of the LOC Note B, Bank, in its sole and absolute discretion, may
require the Borrower to pay the LOC Note B in full, or secure the LOC Note B
with collateral in a form and substance satisfactory to Bank.
iii. Maximum Amount of the Loan. Notwithstanding anything contained
herein to the contrary, the Bank shall not be obligated to lend any sums which
exceed the face amount of the LOC Note B or any renewal, extension or
replacement thereof.
iv. Conditions to Each Advance. Prior to the disbursement by Bank of
any advances to Borrower under the LOC Note B, the Bank shall have determined
that there shall exist no event of default; the representations and warranties
contained in the Loan documents shall be true and accurate as of the date of
such advance; there shall have occurred no material adverse changes in the
financial condition of the Borrower or any other person liable for repayment of
the Loan; and the Bank shall have determined that the prospect of payment or
performance of the Loan has not been materially impaired.
v. Advances. Advances under the LOC Note B shall be made by
facsimile or written communication to Bank from any Authorized Representative.
Unless otherwise agreed by the Bank, all advances under the LOC Note B will be
made by way of a credit into Borrower's demand deposit account maintained at the
Bank. Borrower shall immediately pay to the Bank on demand any amount by which
the Loan exceeds the Borrowing Base or the face amount of the LOC Note B, which
ever is less. The Bank may, in its discretion, make, or permit to remain
outstanding, Advances to the Borrower in
Amendment to Amended and
Restated Loan Agreement 2 #A0195463
excess of the Borrowing Base and/or the face amount of the LOC Note, and all
such amounts shall be part of the Loan and Indebtedness, shall bear interest as
provided in the Note, shall be payable on demand and shall be entitled to all
rights and security provided for herein, the Security Agreement and all other
Loan Documents.
vi. Overdraft. Should there occur any overdraft of any deposit
account maintained by the Borrower with the Bank, the Bank may, at its option,
disburse funds (whether or not in excess of the Maximum Amount of the Loan) to
eliminate such overdraft and such disbursement shall be deemed an Advance of
Loan proceeds hereunder entitled to all of the benefits of the Loan Documents.
Nothing herein shall be deemed an authorization of or consent to the creation of
an overdraft in any account or create any obligations on the part of the Bank.
vii. Collateral. The LOC Loans shall all be secured by a first
priority security interest in all the investment property, financial assets,
securities entitlements and all other property of whatever nature, now or
hereafter held in Account Number 150-09110-1-9-130, maintained by Xxxxx X.
xxxxxxx and Xxxxx X. Xxxxxxx, with Xxxxxxx Xxxxx Xxxxxx, Inc., including,
without limitation, all securities, mutual fund shares, negotiable
instruments, bonds, certificates of deposit, warrants, options and general
intangibles, now owned, or hereafter acquired and all replacements and
substitutions thereof and proceeds therefrom, together with all funds on deposit
with or under control of the Bank or its agents or correspondences and all
parts, replacements, substitutions, profits, products and cash and non-cash
proceeds of any of the foregoing (including insurance proceeds payable by reason
of loss or damage thereto) in any form and wherever located.
viii. Purpose. Borrower hereby covenants and warrants to Bank that all
loan proceeds shall be used to finance the working capital needs of Borrower.
C. Term Loan. Bank hereby agrees to make one or more loans to Borrower in
the aggregate principal face amount of One Million Two Hundred Fifty Thousand
Dollars ($1,250,000.00). The obligation to repay the loans is evidenced by
a promissory note or notes having an effective date of January 2, 2001 (the
promissory note or notes together with any and all renewals, extensions or
rearrangements thereof being hereafter collectively referred to as the "Term
Note C") having a maturity date, repayment terms and interest rate as set forth
in the Term Note C.
i. Purpose of Loan. Borrower hereby covenants and warrants to Bank
that all loan proceeds of the Term Note C shall be used for the purchase of
equipment.
ii. Commitment Fee. Borrower agrees to pay to Bank, at closing, a
commitment fee in the amount of $12,500.00 for the Term Note C.
iii. Collateral. The Term Note C shall be secured by a first priority
security interest in all the investment property, financial assets, securities
entitlements and all other property of whatever nature, now or hereafter held in
Account Number 150-09110-1-9-130, maintained by Xxxxx X. Xxxxxxx and Xxxxx X.
Xxxxxxx, with Xxxxxxx Xxxxx Xxxxxx, Inc., including, without limitation, all
securities, mutual fund shares, negotiable instruments, bonds, certificates of
deposit, warrants, options and general intangibles, now owned, or hereafter
acquired and all replacements and substitutions thereof and proceeds therefrom,
together with all funds on deposit with or under the control of the Bank or its
agents or correspondences and all parts, replacements, substitutions, profits,
products and cash and non-cash proceeds of any of the foregoing (including
insurance proceeds payable by reason of loss or damage thereto) in any form and
wherever located.
3. MISCELLANEOUS. Except as amended herein, the parties hereto ratify and
reaffirm each and every term and condition of the Loan Agreement. All the terms
and conditions of the
Amendment to Amended and
Restated Loan Agreement 3 #A0195463
Loan Agreement shall guide the conduct of the parties, except that the
provisions of this Amendment shall control and supersede any conflicting
provisions in the Loan Agreement.
4. AFFIRMATIVE COVENANTS. The following subparagraphs of Section
4 of the Loan Agreement are deleted and replaced by the corresponding
subparagraph stated below:
Paragraph 4.(2). Furnish to Bank a monthly accounts
receivable aging statement within fifteen (15) days after month
end.
Paragraph 4.(6) Furnish to Bank company prepared financial
statements and a Borrowing Base Certificate for (and executed by
an authorized representative of) Borrower monthly, within fifteen
(15) days after month end, containing (a) a certification that
the financial statements of even date are true and correct and
that the Borrower is not in default under the terms of this
Agreement, and (b) computations and conclusions, in such detail
as Bank may request, with respect to compliance with this
Agreement, and the other Loan Documents, including computations
of all quantitative covenants.
5. COUNTERPARTS. This Agreement may be executed in two or more
separate counterparts, each of which shall be deemed an original, and all of
which, when taken together, shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement
to be duly executed under seal by their duly authorized representatives on this
2 day of January, 2001.
BORROWER: BANK:
StrandTek International, Inc., AmSouth Bank, an Alabama banking
a Florida corporation corporation
By: /s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
---------------------------(Seal) -------------------------(Seal)
Xxxxxx Xxxxxxx, President Xxxxx Xxxxxxxx, Vice President
[Corporate Seal]
[Signatures continued on the next page]
Amendment to Amended and
Restated Loan Agreement 4 #A0195463.
GUARANTOR:
_________________________
Xxxxx X. Xxxxxxx
_________________________
Xxxxxxx X. Xxxxxxx, Xx.
_________________________
Xxxxxxx Xxxxxxx
_________________________
Xxx Xxxxxx
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
Amendment to Amended and
Restated Loan Agreement 5 #A0195463.
This Counterpart Signature Page to the Amendment to the Amended and
Restated Loan Agreement is dated as of January 2nd, 2001, by and between AmSouth
Bank, an Alabama banking association ("Bank") and StrandTek International, Inc.,
a Florida corporation, formerly known as RFI Recycled Fibre Industries, Inc.
("Borrower), Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx Xxxxxxx and Xxx Xxxxxx (collectively known as "Grantors" or, sometimes,
"Shareholders).
/s/ Xxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxx
STATE OF Florida
COUNTY OF Pinellas
The foregoing instrument was acknowledged before me this 2nd day of
January, 2001, by Xxxxx X. Xxxxxxx, who is personally known to me NA (type of
identification) as identification.
/s/ Xxxxxxx X Xxxxx
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Signature of Person Taking Acknowledgement
Xxxxxxx X Xxxxx
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Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL) Notary Public, State of Florida
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Notarial Serial Number
Xxxxxxx X. Xxxxx
My Commission CC953949
Expires July 09, 2004
Amendment to Amended and
Restated Loan Agreement 6
This Counterpart Signature Page to the Amendment to the Amended and
Restated Loan Agreement is dated as of January 6th, 2001, by and between AmSouth
Bank, an Alabama banking association ("Bank") and StrandTek International, Inc.,
a Florida corporation, formerly known as RFI Recycled Fibre Industries, Inc.
("Borrower), Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx Xxxxxxx and Xxx Xxxxxx (collectively known as "Grantors" or, sometimes,
"Shareholders).
/s/ Xxxxxxx X. Xxxxxxx
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Xxxxxxx X. Xxxxxxx
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 6th day of
January, 2001, by Xxxxxxx X. Xxxxxxx, who is personally known to me or has
produced NA (type of identification) as identification.
/s/ Xxxxxxx X. Xxxxx
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Signature of Person Taking Acknowledgement
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Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL) Notary Public, State of Florida
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Notarial Serial Number
Xxxxxxx X. Xxxxx
My Commission CC953949
Expires July 09, 2004
Amendment to Amended and
Restated Loan Agreement 7
This Counterpart Signature Page to the Amendment to the Amended and
Restated Loan Agreement is dated as of January 6th, 2001, by and between AmSouth
Bank, an Alabama banking association ("Bank") and StrandTek International, Inc.,
a Florida corporation, formerly known as RFI Recycled Fibre Industries, Inc.
("Borrower), Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx Xxxxxxx and Xxx Xxxxxx (collectively known as "Grantors" or, sometimes,
"Shareholders).
/s/ Xxxxxxx X. Xxxxxxx, Xx.
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Xxxxxxx X. Xxxxxxx, Xx.
STATE OF FLORIDA
COUNTY OF PINELLAS
The foregoing instrument was acknowledged before me this 6th day of
January, 2001, by Xxxxxxx X. Xxxxxxx, Xx., who is personally known to me NA
(type of identification) as identification.
/s/ Xxxxxxx X. Xxxxx
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Signature of Person Taking Acknowledgement
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Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL) Notary Public, State of Florida
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Notarial Serial Number
Xxxxxxx X. Xxxxx
My Commission CC953949
Expires July 09, 2004
Amendment to Amended and
Restated Loan Agreement 8
This Counterpart Signature Page to the Amendment to the Amended and
Restated Loan Agreement is dated as of January 2nd, 2001, by and between AmSouth
Bank, an Alabama banking association ("Bank") and StrandTek International, Inc.,
a Florida corporation, formerly known as RFI Recycled Fibre Industries, Inc.
("Borrower), Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx Xxxxxxx and Xxx Xxxxxx (collectively known as "Grantors" or sometimes,
"Shareholders).
/s/ Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxxx
STATE OF New Jersey
COUNTY OF Middlesex
The foregoing instrument was acknowledged before me this 2nd day of
January, 2001, by Xxxxxx Xxxxxxx, who is personally known to me or has produced
Florida Driver Licence (type of identification) as identification.
/s/ Xxxxxx Xxxxx
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Signature of Person Taking Acknowledgment
Xxxxxx Xxxxx
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Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL) Notary Public, State of New Jersey
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Notorial Serial Number
XXXXXX XXXXX
NOTARY PUBLIC
STATE OF NEW JERSEY
MY COMMISSION EXPIRES SEPT. 14, 2005
Amendment to Amended and
Restated Loan Agreement 9
This Counterpart Signature Page to the Amendment to the Amended and
Restated Loan Agreement is dated as of January 5th, 2001, by and between AmSouth
Bank, an Alabama banking association ("Bank") and StrandTek International, Inc.,
a Florida corporation, formerly known as RFI Recycled Fibre Industries, Inc.
("Borrower"), Xxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xxxxxxx X. Xxxxxxx, Xx.,
Xxxxxx Xxxxxxx and Xxx Xxxxxx (collectively known as "Grantors" or, sometimes,
"Shareholders).
/s/ Xxx Xxxxxx
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Xxx Xxxxxx
STATE OF New York
COUNTY OF Queens
The foregoing instrument was acknowledged before me this 5/th/ day of
January, 2001, by Xxx Xxxxxx, who is personally known to me or has produced
N.Y.S Drivers Lic (type of identification) as identification.
"Current"
/s/ Rose La Xxxxxx
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Signature of Person Taking Acknowledgement
Rose La Xxxxxx
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Name of Acknowledger Typed, Printed or Stamped
(NOTARY SEAL) Notary Public, State of New York
ROSE LA XXXXXX 01LA4838222
Notary Public, State of New York ----------------------------------------------
Reg No. 01LA4838222 Notarial Serial Number
Qualified in Queens County
Comm. Expires: Feb 17, 2002
Amendment to Amended and
Restated Loan Agreement 10 #A0195463
SAME NAME AFFIDAVIT
STATE OF NEW JERSEY
COUNTY OF MIDDLESEX
Before Me, the undersigned personally appeared XXXXXX XXXXXX who after
being duly sworn deposes and says that he is one and the same as XXXXXX XXXXXXX
whose name appears on the loan documents dated effective January 2, 2001 between
StrandTek International, Inc., as Borrower and AmSouth Bank as Lender.
Further Affiant sayeth not.
/s/ Xxxxxx Xxxxxx
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XXXXXX XXXXXX
STATE OF NEW JERSEY
COUNTY OF MIDDLESEX
I HEREBY CERTIFY that on this 2/nd/ day of January, 2001, before me
personally appeared XXXXXX XXXXXX to be the person described in and who
executed the foregoing instrument for the purposes stated therein. He has
produced Florida Driver Licence as identification or is personally known to me.
/s/ Xxxxxx Xxxxx
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NOTARY PUBLIC
My Commission Expires:
XXXXXX XXXXX
NOTARY PUBLIC
STATE OF NEW JERSEY
MY COMMISSION EXPIRES SEPT. 14, 2005
