Empire Development Letterhead
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July 22, 1997
Xx. Xxxxxxx C Xxxx
Dunkirk International Glass & Ceramics Corp.
000 Xxxxxxxxx Xxxxxx
P.O. Box 1202
Dunkirk, New York 14048
Re: Key Bank Note #5 - $1,450,978.98
Key Bank Note #3 - 436,892.17
JDA Loan No. 00-0000000 - 347,287.72
JDA Loan No. 69-9406010 - 74,237.84
Dear Xx. Xxxx:
This is to confirm that in the event Key Bank declares a default with respect to
the above referenced Key Bank Notes, Empire State Development Corporation/JDA
("ESDC") will execute Option B, under its Loan Guarantee to Key Bank and among
other things, assume the Notes and make regularly scheduled payments on behalf
of Dunkirk and per further request from Dunkirk concerning the above referenced
JDA Project Loans, "ESDC" hereby commits to payment modifications in
consideration of the following terms and conditions:
1. Reduction of Key Bank Note #5 by application of approximately $436,892.17
in Escrow Account Funds to current outstanding principal loan balance.
2. Monthly payment deferral of principal and interest payments for the debt
obligations due to Key Bank (Notes #5 & #3) through January, 1998.
Regularly scheduled payments of Principal and Interest will continue to
accrue and will be due at the end of the current maturity date of each
Note.
3. Borrower to provide access to facilities to allow third-party consultants
to conduct collateral appraisals for the benefit of "ESDC". (This to
include M&E Appraisal and Real Estate Appraisal.) Cost of appraisals to be
the responsibility of Dunkirk International Glass and Ceramics
Corporation. Borrower will also forward copies of all environmental site
reports, at Borrower's expense.
4. Reaffirmation of all existing corporate and personal guarantees and
indemnifications and receipt of updated financial statements and/or
federal tax returns. Borrower will use best reasonable efforts to obtain
reaffirmation of all personal guarantees and indemnifications with respect
to loans.
5. Certified Corporate Resolution that Mr. Xxxxx Xxxx will remain as
Chairman of the Board and serve as Xxxxxxxx's chief environmental
officer for at least 3 years. In such capacity, Xx. Xxxx will
communicate with "ESDC" on a regular basis, at least once a month,
regarding the progress of the Company, including progress reports and
company prepared
financial reports on sales and reduction in inventory and work-in progress
materials. "ESDC" will retain the right to engage a third-party consultant
to inspect Borrower's facility, the fees and expenses of whom shall be
borne by Xxxxxxx, provide that any such third-party inspections shall not
occur more than once during any quarter. The departure of Xx. Xxxx from the
borrower's employment, management function or oversight of environmental
concerns, shall be deemed by "ESDC" an act of default by the Borrower.
Except as modified herein, all other terms, and conditions of the promissory
notes and other loan documents continue to remain in full force and effect.
If you understand and agreed to the terms and conditions set forth above, please
indicate your consent by signing and returning one copy of this agreement.
Very truly yours,
/s/ Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Assistant Vice President
Agreed to and Accepted this
29th day of July, 1997
Dunkirk International Glass and Ceramic Corporation
By: /s/Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Acting President
Conversion Technologies International, Inc.
By: /s/Xxxxxxx X. Xxxx
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Xxxxxxx X. Xxxx
Acting President and Chairman
/s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx
/s/Xxxxxxxx X. Xxxxxx
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Xxxxxxxx X. Xxxxxx
