FIRST AMENDMENT TO
SUBORDINATION AGREEMENT
THIS FIRST AMENDMENT TO SUBORDINATION AGREEMENT ("Amendment") is entered
into between CAPITAL BANK ("Lender"), AQUAGENIX, INC., a Delaware corporation,
and/or AQUAGENIX LAND-WATER TECHNOLOGIES, INC., a Florida corporation
(collectively, the "Company"), and THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES ("Creditor")
RECITALS:
A. Lender, Company and Creditor are parties to that certain
Subordination Agreement dated April 18, 1997 ("Subordination Agreement").
B. Company has requested that Lender advance the following additional
credit facilities to the Company: (i) $1,000,000 Consolidated Promissory Note
(which consolidates the existing $750,000 line of credit promissory note and a
new $250,000 future advance promissory note); (ii) $200,000 Term Note; and (iii)
$270,000 Guidance Equipment Line Promissory Note (collectively, the "Additional
Facilities").
C. The Lender would be unwilling to extend to the Company the
Additional Facilities without the execution by the Creditor of this Amendment.
NOW, THEREFORE, in consideration of the mutual covenants herein contained
and other good and valuable considerations, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. The foregoing recitations are true and correct and are incorporated
herein by reference.
2. The "Senior Debt" (as defined in the Subordination Agreement) is
amended to include the Additional Facilities.
3. Except as modified hereby, the terms and provisions of the
Subordination Agreement shall remain in full force and effect.
LENDER:
CAPITAL BANK
By: /s/ Xxx Thuroson
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Name: Xxx Thuroson
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Title: Business Banking Officer
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Date: October 3, 1997
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COMPANY:
AQUAGENIX, INC., a Delaware corporation
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Xxxxxx Xxxxxxx Title: Chief Financial Officer
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Date: Oct 3, 1997
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AQUAGENIX LAND-WATER TECHNOLOGIES,
INC., a Florida corporation
/s/ Xxxxxx Xxxxxxx By: /s/ Xxxxx Xxxx
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Name: Xxxxx Xxxx
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Xxxxxx Xxxxxxx Title: Chief Financial Officer
--------------------------- --------------------------------------
Date: Oct 3, 1997
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CREDITOR:
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ Xxxxxxx Xxxxx, Xx.
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Name: Xxxxxxx Xxxxx, Xx.
--------------------------- ---------------------------------------
Title: Investment Officer
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Date: October 6, 1997
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SCHEDULE 1 TO
FIRST AMENDMENT TO
SUBORDINATION AGREEMENT
1. Loan Agreement dated as of April 10, 1997, between the Company and
the Lender, as such agreement may be amended or supplemented from time to time,
and promissory note issued thereunder as follows:
Promissory Note of Aquagenix Land-Water Technologies,
Inc. ("Borrower") dated as of April 10, 1997, in the
principal amount of $750,000, guaranteed by Aquagenix,
Inc., as increased by $250,000 Future Advance Promissory
Note, which Notes were consolidated into that certain
$1,000,000 Consolidated Promissory Note dated October
3, 1997.
2. Promissory Note of Aquagenix, Inc. dated as of April 10, 1997, in
the principal amount of $250,000.
3. Guidance Equipment Line Promissory Note of Borrower dated October 3,
1997, in the original principal amount of $270,000.
4. Term Promissory Note of Borrower dated October 3, 1997, in the
original principal amount of $200,000.
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