EXHIBIT 10.4
STANDBY CREDITOR'S AGREEMENT
AGREEMENT, made this 22nd day of December, 2000, by and between and
between NEW YORK BUSINESS DEVELOPMENT CORPORATION, a domestic corporation
organized and existing pursuant to Article V-A of the Banking Law of the State
of New York with an office and its principal place of business located at 00
Xxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000 (the "Lender"), and FORT ORANGE PAPER
COMPANY, INC., a domestic corporation with an office at its principal place of
business located at 0000 Xxxxx Xxxx, Xxxxxxxxx-xx-Xxxxxx, Xxx Xxxx (the "Standby
Borrower"), and RELM WIRELESS CORPORATION, a Nevada corporation with an office
at its principal place of business located at 0000 Xxxxxxxxxx Xxxxx, Xxxx
Xxxxxxxxx, Xxxxxxx 00000 ("Standby Creditor").
WHEREAS, the Standby Borrower is indebted to the Lender on account of
one or more credit facilities; and
WHEREAS, Standby Borrower is indebted to Standby Creditor which
indebtedness is evidenced by a promissory note in the original principal amount
of Six Hundred Thousand Dollars ($600,000.00), a copy of which is attached
hereto and made a part hereof as Exhibit "1" (the "Note"); and
WHEREAS, the Lender has requested Standby Creditor to enter into this
Agreement to indicate its acknowledgment of the indebtedness of Standby Borrower
to the Lender and to agree to certain terms and conditions in connection with
the exercise of its rights under the Note.
NOW, THEREFORE, in consideration of the payment of $1.00 and other
valuable consideration in receipt in sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. The foregoing recitals are true and correct.
2. Standby Creditor agrees that it will not accept principal or
interest payments on account of the Note without the written consent of the
Lender.
3. The Lender agrees to consent to making of an annual payment on the
Note by the Standby Borrower and to the Standby Creditor's acceptance of that
payment provided that the audited statement for the most recently ended fiscal
year indicates no uncured defaults in any loan or other agreement to which the
Standby Borrower is a party, all payments to the Lender have been made as
agreed, and the Standby Borrower has achieved a debt service coverage ratio, as
determined by the Lender, of 1.2 to 1.0 or greater.
4. The Standby Creditor agrees that it will not take any action to
collect the indebtedness evidenced by the Note whether from the Standby Debtor
or any guarantor of the indebtedness of the Standby Debtor to the Standby
Creditor, without the written consent of the Lender or realize on its
collateral.
5. The Lender in its sole discretion, may take any action without
affecting this Agreement, including but not limited to, the following:
i. Modify the term of the Lender's Loan;
ii. Grant an extension and renewal of the Lender's Loan;
iii. Defer payment or enter into a workout agreement of
the Lender's Loan; or
iv. Release or substitute collateral security of the
Lender's Loan;
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v. Collect on existing collateral or require additional
collateral in connection with the Lender's Loan;
vi. Agree to release, compromise or settle the Lender's
Loan.
6. This Agreement applies to any successor to Standby Creditor or
assignee of this Agreement or of the Note including any Bankruptcy Trustee,
receiver or surety.
7. Excluding that certain promissory note dated of even date herewith
from the Standby Borrower to the Standby Creditor in the original principal
amount of Three Hundred Thousand ($300,000.00; (the "$300K Note"), additional
notes made by Standby Borrower and delivered to Standby Creditor will be subject
to the terms of this Agreement unless the Lender agrees otherwise in writing.
8. This Agreement shall terminate upon the payment in full of the
Lender's Loan.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
NEW YORK BUSINESS DEVELOPMENT CORPORATION
By: _____________________________________
Xxxxxx X. Xxxxxxx
Senior Vice President
FORT ORANGE PAPER COMPANY, INC.
By: /s/ XXXX XXX, JR.
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Xxxx Xxx, Jr.
President
RELM WIRELESS CORPORATION
By: /s/ XXXXXX XXXXXXX
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Its: CHAIRMAN
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