LOAN AGREEMENT
This Agreement is made by and between North Greenbush Industrial
Development Agency, a municipal corporation organized and existing under the
laws of the State of New York with an address for the transaction of business at
X.X. XXX 00, Xxxxxxxxxxx, Xxx Xxxx ("Lender") and IFS International, Inc. a
corporation, organized and existing under the laws of the State of New York with
an office for the transaction of business at 000 Xxxxxx Xxxx, Xxxx, Xxx Xxxx
("Borrower").
WITNESSETH:
The Borrower desires to obtain a business loan from the Lender, and the
Lender is willing the extend such credit to the Borrower on the terms
hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and of the mutual
agreements herein contained, the parties hereto agree as follows:
1. Loan. Subject to the terms and conditions stated herein, the Lender
shall lend to the Borrower $225,000.00 to be evidenced by a subordinated
debenture of the Borrower in substantially the form of Exhibit "A" attached
hereto, in the principal amount of $225,000.00 and bearing interest at a rate of
seven and one-half percent (7.5%) per annum until maturity, five (5) years from
the date thereof. The payment terms are more fully set forth in the attached
form of subordinated debenture and provide for interest only for twenty-four
(24) months and then payments of principal and interest in accordance with a 15
year amortization schedule over the balance of the five (5)-year term of the
loan.
2. Warrant. In consideration of the loan contemplated herein, Borrower
shall grant to Lender a warrant for the purchase of up to 48,188 shares of
Borrower's Preferred A Stock in substantially the form of Exhibit "B" attached
hereto, exercisable by Lender for a period six (6) years from the date thereof
at a price of $2.05 per Share.
3. Certificate. In further consideration of the loan contemplated herein,
Borrower shall issue to Lender a certificate for 19,207 shares of Borrower's
Preferred A stock. In the event of a reduction of the per share Purchase Price
under the paragraph 2(d) of the Warrant, the number of shares represented
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by the said certificate shall be correspondingly increased to the number of
shares which when multiplied by the reduced per share Purchase Price equals
$39,374.
4. Covenants. The borrower covenants and warrants as follows:
(a) It will exert its best efforts to comply will all applicable laws,
ordinances, codes, rules and regulations of the state, local and federal
governments, and all amendments thereto.
(b) The Borrower will use its best efforts to create new employment
opportunities over the next five years which will satisfy the standards
detailed in the local regulations for the North Greenbush Venture Capital
Fund. Pursuant to this commitment, the Borrower shall undertake to create
40 new permanent jobs at the North Greenbush location; at least 25 of which
will be technical or clerical positions available to persons from low or
moderate income households.
(c) Prior to the relocation out of the Town of North Greenbush of any
of the positions or functions identified at Exhibit C, the Borrower shall
request the approval of the Lender detailing the reasons for such
relocation and evidence that a majority of the Borrower's Board of
Directors has approved the relocation. The Lender shall review the request
and notify the Borrower of the approval or disapproval thereof within
thirty (30) days after its receipt of the request.
(d) The Borrower will provide the Town of North Greenbush or its
designated agents periodic reports (at least quarterly) detailing the
results of its operations and the status of new employment in the town in
the form prescribed by Lender.
(e) Audited financial statements will be provided within 90 days after
the end of each fiscal year. Duly authorized representatives of the Town of
North Greenbush, the XXX, HUD and the Comptroller General of the United
States will have access to all books and records of the Borrower at
reasonable times.
5. Call. In the event (i) the Borrower relocates any position or function
appearing at Exhibit C without obtaining the approval of the Lender under
paragraph 4(c) above; or (ii) fails
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to create the 40 new permanent jobs at least 25 of which are technical or
clerical in accordance with paragraph 4(b) above, the Lender shall have the
right to call the Subordinated Debenture and to require the Borrower to
repurchase all of Borrower's stock purchased hereunder at the price paid by
Lender. In the event Lender calls or otherwise accelerates the said subordinated
debenture hereunder or otherwise, Lender shall surrender that portion of
Lender's rights under the Warrant (paragraph 2) and the Certificate (paragraph
3) which bears the same relationship to the entirety of such rights as the
unexpired term of the subordinated debenture bears to original term thereof. Any
such call by Lender shall be made within ninety (90) days after Lender's receipt
of notice of the occurrence of the underlying event, and repayment shall be made
by Borrower within sixty (60) days after receipt of notice of the call from
Lender.
6. Events of Default. All obligations of the Lender may be terminated and
the entire unpaid balance of the subordinated debenture declared immediately due
and payable at the Lender's election upon the happening of any one of the
following events of default:
(a) Borrower shall fail to pay when due any principal or interest on
any indebtedness herein; or
(b) The pendency of a petition for a declaration of bankruptcy or for
reorganization of lender pursuant to the Federal Bankruptcy Code or any
similar law, federal or state if such petition shall not be discharged or
dismissed within sixty (60) days after the date on which petition was
filed; or the entry of any order of any court appointing a receiver or
trustee for Borrower of all or a substantial portion of its property and
the failure to have such order vacated or stayed within thirty (30) days
after its entry; or the issuance of a writ or warrant of attachment or
similar process against all or substantially all of the property of the
Borrower, and the failure to have such writ or warrant or similar process
released or bonded within thirty (30) days after its issuance; or
(c) Borrower shall fail to pay within sixty (60) days after notice of
and demand for acceleration of payment of principal and/or interest under
any Senior Debt; or
(d) Borrower shall breach any one or more of the warranties,
representations, or covenants contained herein.
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and such default shall continue unremedied for a period of sixty (60) days after
written notice thereof has been given to Borrower by Lender.
7. Closing. The Closing of this loan shall take place at the offices of the
Lender as soon as is reasonably practicable after November 15, 1988, at 10:00
a.m. (the "Closing").
8. Representations and Warranties of Borrower. The Borrower represents and
warrants to the Lender that each of the following representations and warranties
is true and correct:
(a) Corporate Existence. The Borrower is a corporation duly
incorporated, validly existing and in good standing under the laws of the
State of New York, and has full corporate and other power and authority to
conduct its business and own its properties as now conducted and owned.
(b) Power and Authority to Enter this Transaction. The Borrower has
full power and authority and has taken all required corporate and other
action necessary to permit it to execute and deliver this Agreement, to
execute and deliver the subordinated debenture and to issue the warrants as
provided herein and otherwise carry out the terms of this Agreement and all
other documents, instruments and transactions required by this Agreement,
and none of these actions will violate any provisions of the By-Laws of the
Borrower or of its Certificate of Incorporation or result in the breach of
or constitute a default under any agreement or instruments to which the
Borrower is a party or by which it is bound, or result in the creation or
imposition of any lien, claim or encumbrance on any asset of the Borrower.
This Agreement has been duly executed and delivered by the Borrower and
constitutes the valid and binding obligation of the Borrower enforceable
against the Borrower in accordance with its terms.
(c) No Approvals Required. The Borrower is not required to obtain any
order, consent, approval or authorization of, or presently required to make
declaration or filing with, any governmental authority in connection with
the execution delivery of this Agreement, or the negotiation, offer, issue,
sale and delivery of the warrants pursuant to this Agreement, except as
shall have been fulfilled by the Company.
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9. Representations and Warranties of Lender. The Lender hereby represents
and warrants to Borrower that each of the following warranties and
representations is true and correct:
(a) Power and Authority to Enter this Transaction. The Lender has full
power and authority and has taken all required corporate and other action
to permit it to execute and deliver this and otherwise carry out the terms
of this Agreement and all other documents, instruments and transactions
required by this Agreement, and none of these actions will violate any
provisions of the by-laws of the Lender or of its certificate of
incorporation or result in the breach of or constitute default under any
agreement or instrument to which the Lender is a party or by which it is
bound. This Agreement has been duly executed and delivered by the Lender
and is enforceable against the Lender in accordance with its terms.
10. Miscellaneous.
(a) No modification, rescission, waiver, release or amendment of any
provision of this Agreement shall be made except by a written agreement
subscribed by duly authorized officers of the Borrower and the Lender.
(b) Any notice or demand to be given hereunder or on the subordinated
debenture shall be deemed to have been duly given and made if delivered or
mailed by registered or certified mail as follows:
To the LENDER: To the BORROWER:
Hon. Xxxxx Xxxxxxxx, Chairman IFS International Inc.
North Greenbush Industrial Attn: The President
Development Agency 000 Xxxxxx Xxxx
Xxxx Xxxxxx, Xxxx Xxxxxx Xxxx, XX 00000
X.X. Xxx 00 (000) 000-0000
Xxxxxxxxxxx, XX 00000
or at such other addresses as either of the Parties may furnish to the other in
writing as prescribed herein.
(c) This Agreement, the transaction involved hereby and the obligation
of the parties hereunder shall be construed and interpreted in accordance
with the laws of the State of New York.
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(d) This Agreement, the subordinated debenture and the Warrant are
nonassignable except to an entity in which the Lender and/or its affiliates
control a majority interest.
(e) IFS represents and warrants that no broker's or finder's fee is
payable by IFS in connection with this financing.
(f) The warranties, representations, and covenants of the parties
contained herein or made pursuant to this Agreement shall survive the
execution and delivery of this Agreement at the Closing.
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be
signed by their duly authorized officers and their corporate seals to be
hereunto affixed, all as of the day and year first above written.
LENDER BORROWER
North Greenbush Industrial IFS INTERNATIONAL, INC.
Development Agency
by: /s/ Xxxxx Xxxxxxxx, Chairman by: /s/ [illegible]
---------------------------- ---------------------------
date: 1/11/89 date:
------------------------- --------------------------
Xxxxx X. [ILLEGIBLE]
Vice-President
1/11/89
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$225, 000
---------
IFS INTERNATIONAL, INC.
TROY, NEW YORK
FIVE YEAR, SUBORDINATED REGISTERED DEBENTURE
IFS INTERNATIONAL, INC., a corporation organized and existing under the
laws of the State of New York, with principal office at Rensselaer Technology
Park, 000 Xxxxxx Xxxx, Xxxx, Xxx Xxxx 00000 (the "Corporation"), for value
received pursuant to the terms of that certain Loan Agreement entered into
between the parties contemporaneously herewith, promises to pay to the
registered holder hereof the sum of $225,000, with interest on such amount from
the date issued until paid at a rate of seven and one-half percent (7.5%) per
annum. Interest only shall be payable semi-annually for a period of two (2)
years, on the first days of June and December of 1989 and 1990. Thereafter, the
Corporation shall pay the remaining balance in six (6) semiannual installments
on the first day of June and December in each and every year that the debenture
is outstanding, commencing June 1, 1991 and ending December 1, 1993. The first
five such installments shall be based upon a fifteen year amortization schedule,
and the sixth such installment shall fully liquidate the remaining indebtedness
in its entirety. All the interest payable hereon shall be cumulative.
1. Manner of Payment. Payment of principal will be made in lawful money of
the United States of America at the principal offices of the Corporation upon
presentation of this debenture instrument. Payment of any interest earned and
payable hereon shall be also payable at the principal office of the Corporation
in Troy, New York, except that the Corporation shall, upon request of the
registered holder hereof, mail a check or draft representing such interest to
the registered holder at his address appearing on the Corporation's books of
registration.
2. Issue. This Subordinated Debenture instrument is the only five year,
7.5% registered debenture limited in the aggregate to Two Hundred Twenty-Five
Thousand Dollars ($225,000), dated as of November 1988.
3. Redemption. This debenture instrument is subject to redemption at any
time prior to maturity, upon payment of the principal amount thereof and accrued
interest, at the election or option of the Corporation, its successors or
assigns, upon giving notice of its election to redeem, by registered or
certified mail, return receipt requested, directed to the registered holder
hereof, at such registered holder's address as shown on the books of
registration of the Corporation, which notice shall be at least thirty (30) days
prior to the date of redemption. If the
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registered holder hereof fails and neglects to present this debenture instrument
at the time and place in such notice specified, this debenture shall cease to
bear interest thereafter unless payment thereof is refused upon presentation of
the same at or after the time specified in such notice.
4. Registration and Transfer. Books for the registration of this debenture
are kept at the offices of the Corporation at Rensselaer Technology Park, 000
Xxxxxx Xxxx, Xxxx, Xxx Xxxx. No transfer hereof shall be valid unless made on
the Corporation's registration books by the registered holder thereof, in person
or by attorney in fact duly authorized in writing.
5. Payment and Discharge . Payment to the registered holder hereof of
principal, all accrued interest and any applicable premium shall be a complete
discharge of the Corporation's liability with respect to such payment, but the
Corporation may, at any time, require the presentation of this debenture
instrument as a condition precedent to any such payment.
6. No Liability. No recourse shall be had for the payment of any principal
of, interest upon, or any premium payable with respect to this debenture
instrument, or for any claim based thereon, or otherwise, against any
incorporator, shareholder, officer, director or attorney, past, present or
future, of the Corporation, whether by virtue of any constitution, statute, rule
of law, enforcement of any assessment, or penalty, or by reason of any matter
prior to the delivery of this debenture instrument, or otherwise, all such
liability by the acceptance hereof and as a part of the consideration of the
issuance hereof, being expressly waived.
7. Subordination. This income debenture and all other debentures of this
series, whether now or hereafter issued, are in all respects secondary and
subordinate to present or future mortgage bonds, sinking fund bonds, or notes of
the Corporation payable to commercial banks, savings banks, insurance companies
or other lenders. All holders of this debenture instrument accept, and hold the
same subject to the superior rights and claims of the present or future mortgage
bonds, sinking fund bonds, or notes payable to such lenders. No interest,
principal or premium shall be payable on any debenture until all matured
interest and principal obligations due on any sinking fund bonds of mortgage
bonds and all other credit obligations owing to lenders have been paid or
otherwise provided for. All matured claims of the subordinated debenture holders
against the Corporation's holdings or assets shall be, and are hereby made,
superior to those of stockholders, and the Corporation agrees that, in the event
of the complete or partial dissolution or liquidation of the Corporation, the
holder of this subordinated debenture shall be entitled to be paid in full,
including all
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principal and accrued interest, before any assets of the Corporation are
distributed to any stockholder, whether common or preferred.
8. Default. In the case of any default of any of the provisions herein
contained, the Corporation shall be given thirty (30} days written notice before
any legal action may be taken by the owner or holder hereof, or before the
subordinated debenture may be placed in the hands of an attorney for collection.
At the option of the holder, failure of the Corporation to pay any installment
of interest due and payable under the terms hereof, within thirty (30) days
after written demand therefor has been made in the manner designated in the
first sentence of this paragraph, shall mature the principal sum of this
debenture and the same shall forthwith become due and payable.
9. Call. This debenture is callable by the holder under paragraph five (5)
of the Loan Agreement.
IN WITNESS WHEREOF, the Corporation has executed and sealed this debenture
instrument as of November ___, 1988.
IFS INTERNATIONAL, INC.
(seal)
by
---------------------------------
Xxxxxx X. Xxxxxxx, Chairman
Attest:
-----------------------------
Xxxxxxx X. Xxxxxxx, Secretary
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THE SECURITIES EVIDENCED BY THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND HAVE BEEN TAKEN FOR INVESTMENT PURPOSES ONLY AND NOT
WITH A VIEW TO THE DISTRIBUTION THEREOF, AND SUCH SECURITIES MAY NOT BE SOLD OR
TRANSFERRED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT OR REGULATION A
NOTIFICATION UNDER SUCH ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN
OPINION OF COUNSEL (WHICH MAY BE COUNSEL FOR THE COMPANY) REASONABLY ACCEPTABLE
TO IT STATING THAT SUCH SALE OR TRANSFER IS EXEMPT FROM THE REGISTRATION AND
PROSPECTUS DELIVERY REQUIREMENTS OF SUCH ACT.
Warrant to Purchase 48,188 Shares
of Preferred A Stock (subject to
adjustment)
WARRANT TO PURCHASE PREFERRED A STOCK
of
IFS INTERNATIONAL, INC.
Void after _______________, 1994
This certifies that for value received pursuant to the terms of that
certain Loan Agreement entered into between the parties contemporaneously
herewith, North Greenbush Industrial Development Agency or its registered assign
(the "Holder") is entitled, subject to the terms set forth below, at any time
before 5:00 p.m., New York time on or before the earlier of ___________________,
1994 to purchase from IFS International, Inc. a New York corporation (the
"Company"), 48,188 shares of Preferred A Stock, $0.0001 par value (the "Stock")
of the Company as constituted on the date hereunder (the "Issue Date") upon
surrender hereof at the principal office of the Company referred to below, with
the subscription form attached hereto duly executed, and simultaneous payment
therefor in lawful money of the United States, or otherwise as hereinafter
provided, at the price of $2.05 per share (the "Purchase Price"). The Purchase
Price number and character of such shares of Stock are subject to adjustment as
provided below, and the term Stock shall mean, unless the context otherwise
requires, the stock and other securities and property at the time receivable
upon the exercise of this Warrant. The term "Warrant" as used herein shall
include this Warrant and any warrant delivered in substitution or exchange
thereof as provided herein.
1. Exercise. This Warrant may be exercised at any time or from time to
time, on any business day, for up to the full number of shares of Stock called
for hereby, by surrendering it at the principal office of the Company, 000
Xxxxxx Xxxx, Xxxx, Xxx Xxxx 00000 with the subscription form duly executed,
together with payment in cash or by certified or official bank check, payable to
the order of the Company, of the Stock called for on the face
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Exhibit B
of this Warrant (without giving effect to any adjustment herein) by multiplying
(i) the number of shares of Stock called for on the face of this Warrant
(without giving effect to any adjustment herein by (ii) the appropriate Purchase
Price (without giving effect to any adjustment herein).
2. If there shall be any change in the stated capital of the Company, the
shares covered by this Warrant and the purchase price payable therefor shall in
each instance be adjusted as follows:
(a) If a share dividend is declared on the Preferred A shares of the
Company, there shall be added to the shares under this Warrant the number
of shares which would have been issuable to the holder had he/she been the
holder of record of the number of shares under this Warrant but not
theretofore purchased and issued. Such additional shares resulting from
such share dividend shall be delivered proportionately, from time to time,
without additional cost, upon the exercise of this Warrant. Any
distribution to the holders of the Preferred A shares of the Company, other
than a distribution of cash as a dividend out of surplus or net profits or
a distribution by way of the granting of rights to subscribe, shall be
treated as a share dividend.
(b) If an increase has been effected in the number of outstanding
shares by reason of subdivision of such Preferred A shares, the number of
shares which may thereafter be purchased under this Warrant shall be the
number of shares which would have been received by the Company on such
subdivision had the holder been the holder of record of the number of
shares then under this Warrant but not theretofore purchased and issued.
(c) If there is any capital reorganization or reclassification of the
stated capital of the Company, or any consolidation or merger of the
Company with any other corporation or corporations, or the sale or
distribution of all or substantially all of the Company's property and
assets, adequate provision shall be made by the Company so that there shall
remain and be substituted under this Warrant the shares, securities, or
assets which would have been issuable or payable in respect of or in
exchange for the Preferred A shares then remaining under this Warrant and
not theretofore purchased and issued hereunder, as if the holder of this
Warrant had been the owner of such shares on the applicable record date.
Any shares so substituted under this option shall be subject to adjustment
as provided in this paragraph in the same manner and to the same effect as
the Preferred A shares covered by this Warrant.
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(d) If during the period in which this Warrant is exercisable (but
prior to any call under paragraph 5 of the Loan Agreement) the Company
issues or sells shares of Preferred A stock for a consideration per share
less than $2.05 (or such other price after taking into consideration
adjustments pursuant to this Section 2), then upon such issue or sale, the
Purchase Price hereunder shall be reduced to an amount equal to the
weighted average of such lesser Purchase Prices.
3. The holder shall have no rights as a shareholder in respect of shares as
to which the Warrant shall not have been exercised and payment made as herein
provided, and shall have no rights with respect to such shares not expressly
conferred by this Agreement.
4. The Company shall at all times during the term of this Agreement reserve
and keep available such number of its Preferred A shares as will be sufficient
to satisfy the requirements of this Warrant, and shall pay all original issue
taxes on the exercise of this Warrant and all other fees and expenses
necessarily incurred by the Company in connection therewith.
5. This Warrant shall not be encumbered or disposed of in whole or in part
except as approved by the Company in writing. All shares purchased pursuant to
this Agreement shall be purchased for investment.
6. This Agreement shall be binding upon any successor of the Company.
7. This Warrant is delivered in New York and shall be construed and
enforced in accordance with and governed by the laws of such State.
IN WITNESS WHEREOF the parties have signed this Agreement.
DATED: _________________, 1988
HOLDER COMPANY
North Greenbush Industrial IFS INTERNATIONAL, INC.
Development Agency
by: by:
----------------------- -------------------------
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SUBSCRIPTION FORM
(to be executed only upon exercise of Warrant).
The undersigned registered owner irrevocably exercises this Warrant and
purchases __________ of the number of shares of Preferred A Stock of IFS
International, Inc. purchasable with this Warrant, and herewith makes payment
therefore, all at the price and on the terms and conditions specified in this
Warrant.
DATE: ______________________, 19__
NORTH GREENBUSH INDUSTRIAL
DEVELOPMENT AGENCY
by
--------------------------------------
(Signature of Registered Owner)
----------------------------------------
(Street Address)
----------------------------------------
(City) (State) (Zip)
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Exhibit C
Schedule of Positions/Functions
I. Key Positions to Remain in North Greenbush
- President
- Vice President of Product Planning
- Vice President of Sales
- Chief Executive Officer
- Chairman of the Board
- National Account Manager
- Vice President of Marketing
- Controller
- Executive Assistant
- Accountant
- Manager of Support
- Administrative Assistant
- Systems Specialist {2)
II. Key Functions to Remain in North Greenbush
- Corporate Product Planning
- Design, manufacture and distribution of cards for end user financial
service transactions
- Marketing and support of end user financial service transactions
- Training support and development for financial service transactions
- Sales Management - National and Northeast Region of the U.S.
- Product support and consumer service - National and Northeast Region
of the U.S.
- Corporate headquarters and various administrative elements of
headquarters operations
July 30, 1992
IFS International. Inc.
Rensselaer Technology Park
000 Xxxxxx Xxxx
Xxxx, XX 00000
ATTN: Xxxxx Xxxxxxxx. Chairman
Subject: Town of North Greenbush
Venture Capital Investment
Dear Xxxxx:
I am collecting information needed for the Annual Performance Assessment
Report which must be submitted by the Town of North Greenbush to HUD for the
subject project. The enclosed Employment History details the information we have
regarding employment at IFS since the North Greenbush investment was made.
Please review this list and make any corrections needed to update that
information. We are especially interested in any employees not included on the
list. An Employee Questionnaire should be provided for those individuals. If any
of the people on this list are no longer employed at IFS (for any reason),
please note the date they were terminated in the appropriate column.
I understand that the interest-only payments which were due December 1,
1991 and June 1, 1992 have not been made. You have indicated that you hope to be
able to begin making payments this December (based on current income
projections). Those plans will be detailed in our report to HUD. That change is
also reflected in the revised Amortization Schedule which is enclosed. The
missed payments have been eliminated and interest accruals have been extended
through December l, 1992 when interest-only payments will begin. The Loan
Balance increases by the amount of those accruals; and full amortization
(principal & interest) is still scheduled to begin December 1, 1993. Please
advise if you see any problem with this revision.
Thank you for your timely reply to help us get the Performance Assesment
Report to HUD on schedule.
Sincerely,
AVALON ASSOCIATES, INC.
/s/ Xxxxxx X. Xxxxx
Xxxxxx X. Xxxxx
President
pc: Xxxxx Xxxxxxxx, Town Councilman
LOAN MODIFICATION AGREEMENT
Loan Modification Agreement (this "Agreement"), made this 21st day of
April, 1995 by and between NORTH GREENBUSH INDUSTRIAL DEVELOPMENT AGENCY, a
municipal corporation organized and existing under the laws of the State of New
York, with an address for the transaction of business at X.X. Xxx 00,
Xxxxxxxxxx, Xxx Xxxx ("Lender") and IFS INTERNATIONAL, INC., a New York
corporation, with offices for the transaction of business at 000 Xxxxxx Xxxx,
Xxxx, Xxx Xxxx ("Borrower").
RECITALS:
A. The Lender made a loan to the Borrower in the original principal amount
of $225,000 (the "Loan"), such Loan having been made pursuant to a written
agreement entitled "Loan Agreement" dated January 11, 1989.
B. Pursuant to the Loan Agreement, Borrower issued its subordinated
debenture, and certain other instruments were executed at the closing. Such
documents, together with the First Amendment (defined below), are hereafter
collectively called the "Loan Documents."
C. The terms and conditions of the Loan were previously modified by mutual
agreement of the parties, as evidenced by a letter dated July 30, 1992 (the
"First Amendment"), issued by Avalon Associates, Inc. (the Lender's agent) to
the Borrower.
D. The parties desire to further modify and amend the terms and conditions
of the Loan and Loan Documents, all as more particularly set forth herein.
NOW, THEREFORE, the parties agree as follows:
1. Balance Due. The parties mutually agree that, as of April 22, 1995, the
balance due under the Loan is Three Hundred Fifty-Four Thousand Three Hundred
Thirty-Nine and 37/100 Dollars ($354,339.37), including accrued and unpaid
interest.
2. Interest Forgiven. The Lender does hereby agree to forgive, and by
execution of this Agreement does forgive, unpaid interest in the amount of One
Hundred Twenty-Nine Thousand Three Hundred Thirty-Nine and 38/100 ($129,339.38).
The $129,339.38 of interest to be forgiven is comprised of two components, being
$66,138.24 of accrued interest that was previously capitalized into principal
pursuant to the First Amendment dated July 30, 1992, together with a second
component consisting of $63,201.14 of interest accrued on the restructured
principal balance of $291,138.24, such interest accruing between June 1, 1992,
and April 22, 1995.
3. Terms of Modification. Upon execution of this Agreement, IFS shall pay
the sum of Five Thousand Dollars ($5,000.00) to be applied toward the principal
balance of the Loan. Upon such payment having been made, the parties mutually
agree that the remaining principal balance is the sum of Two Hundred Twenty
Thousand Dollars ($220,000).
4. Modification of Terms. The Borrower promises and agrees to pay the
remaining balance of $220,000, together with interest thereon at the rate of
Seven and One-Half Percent (7.5 %) per annum, in the following manner:
a) Interest only for a period of twelve (12) months from the date of
this Agreement, with each monthly installment of interest to be in the
amount of One Thousand Three Hundred Seventy-Five Dollars ($1,375.00). The
first payment shall be due on May 22, 1995, and subsequent payments shall
be due on the 22nd day of each and every month thereafter.
b) Equal monthly installments of principal and interest over a period
of six (6) years (72 months), each such installment to be in the amount of
Three Thousand Eight Hundred Three Dollars and 82/100 ($3,803.82). The
first installment shall be due on May 22, 1996, and subsequent installments
shall be due on the 22nd day of each and every month thereafter, until
April 22, 2002, when the entire remaining balance shall be due and payable.
5. Attached hereto and made a part hereof as Exhibit "A" is an amortization
schedule, reflecting due dates for monthly payments of principal and interest,
application of payments between interest and principal and the remaining
balance, all of which are hereby incorporated into this Agreement and into the
Loan Documents.
6. Ratification. Except as expressly amended herein, all of the other
terms, covenants, conditions and agreements of the Loan Documents shall remain
in full force and effect, and are hereby ratified and confirmed by the parties.
The Borrower and Lender agree to be bound by, and to comply with, all of the
terms and provisions of the Loan Documents, as amended by the First Amendment,
and as further amended by this Agreement.
7. Construction and Miscellaneous. This Agreement contains the entire
agreement and understanding of the parties concerning amendment of the existing
Loan Documents. This Agreement shall bind and inure to the benefit of the
parties, their respective heirs, personal representatives, and legal successors.
If any parts of this Agreement are found to be void or unenforceable, the
remaining provisions shall nevertheless be binding with the same effect as
though the void parts were deleted. This Agreement shall be governed by the laws
of the State of New York. In construing this Agreement, feminine pronouns shall
be substituted for those masculine in form (and vice versa), and plural terms
shall be substituted for singular and singular for plural, in any place where
the context so requires. This Agreement may only be changed, modified or
rescinded by written instrument signed by all parties. Any waiver of this
Agreement shall not be effective unless made in a writing signed by the person
against whom
-2-
the enforcement of such waiver is sought. A waiver given in any case shall only
apply to that particular act or omission, and shall not be effective as to
further acts or omissions, regardless of whether they be of the same or similar
nature. This Agreement may be executed in several counterparts, each of which
shall be considered a legal original for all purposes. Any fully signed
counterpart may be introduced into evidence in any action or proceeding without
having to produce or account for the others.
IN WITNESS WHEREOF, the parties have executed this Agreement.
IFS INTERNATIONAL, INC. NORTH GREENBUSH
INDUSTRIAL DEVELOPMENT AGENCY
By: /s/ Xxxxxxx X. Xxxxxxx By: /s/ Xxxxx Xxxxxxxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxxx Xxxxx Xxxxxxxx,
President Chairman
STATE OF NEW YORK )
) SS.:
COUNTY OF RENSSELAER )
On this 20th day of April, in the year 1995, before me personally came
Xxxxx Xxxxxxxx, to me known, who, being by me duly sworn, did depose and say
that he resides in North Greenbush; that he is the Chairman of NORTH GREENBUSH
INDUSTRIAL DEVELOPMENT AGENCY, the corporation described in and which executed
the within instrument; and that he signed his name thereto by authority of the
Board of Directors of said corporation.
/s/ Xxxxxxx X. Xxxxxx
---------------------
Notary Public
XXXXXXX X. XXXXXX
NOTARY PUBLIC, STATE OF NEW YORK
QUALIFIED IN RENSSELAER COUNTY
REG. NO. 4814946
TERM EXPIRES Jan 31, 1997
-3-
Xxxxx Xxx 4/20/95
IFS INTERNATIONAL. INC.
NORTH GREENBUSH RESTRUCTURING AGREEMENT
PAYMENTS DURING FIRST TWELVE MONTHS
INTEREST ONLY
DATE PAYMENT
---- -------
5/22/95 1,375.00
6/22/95 1,375.00
7/22/95 1,375.00
8/22/95 1,375.00
9/22/95 1,375.00
10/22/95 1,375.00
11/22/95 1,375.00
12/22/95 1,375.00
1/22/96 1,375.00
2/22/96 1,375.00
3/22/96 1,375.00
4/22/96 1,375.00
CALCULATED AS FOLLOWS:
----------------------
220,000 * 7.5%= 16,500.00
16,500/12= 1,375.00
--------------------------------------------------------------------------------
NORTH GREENBUSH EXHIBIT "A" 03-14-1995 Pg
--------------------------------------------------------------------------------
Compounding period.......: Monthly
Nominal annual rate......: 7.500
Effective annual rate....: 7.763
Periodic rate............: 0.6250
Equivalent daily rate....: 0.02055
CASH FLOW DATA
--------------------------------------------------------------------------------
Event Date Amount # Period End-date
--------------------------------------------------------------------------------
1 Loan 04-22-96 220,000.00 1
2 Payment 05-22-96 3,803.82 72 Monthly 04-22-02
AMORTIZATION SCHEDULE - Normal amortization
Pmt Date Payment Interest Principal Balance
Loan 04-22-1996 220,000.00
1 05-22-1996 3,803.82 1,375.00 2,428.82 217,571.18
2 06-22-1996 3,803.82 1,359.82 2,444.00 215,127.18
3 07-22-1996 3,803.82 1,344.54 2,459.28 212,667.90
4 08-22-1996 3,803.82 1,329.17 2,474.65 210,193.25
5 09-22-1996 3,803.82 1,313.71 2,490.11 207,703.14
6 10-22-1996 3,803.82 1,298.14 2,505.68 205,197.46
7 11-22-1996 3,803.82 1,282.48 2,521.34 202,676.12
8 12-22-1996 3,803.82 1,266.73 2,537.09 200,139.03
1996 totals 30,430.56 10,569.59 19,860.97
9 01-22-1997 3,803.82 1,250.87 2,552.95 197,586.08
10 02-22-1997 3,803.82 1,234.91 2,568.91 195,017.17
11 03-22-1997 3,803.82 1,218.86 2,584.96 192,432.21
12 04-22-1997 3,803.82 1,202.70 2,601.12 189,831.09
13 05-22-1997 3,803.82 1,186.44 2,617.38 187,213.71
14 06-22-1997 3,803.82 1,170.09 2,633.73 184,579.98
15 07-22-1997 3,803.82 1,153.62 2,650.20 181,929.78
16 08-22-1997 3,803.82 1,137.06 2,666.76 179,263.02
17 09-22-1997 3,803.82 1,120.39 2,683.43 176,579.59
18 10-22-1997 3,803.82 1,103.62 2,700.20 173,879.39
19 11-22-1997 3,803.82 1,086.75 2,717.07 171,162.32
20 12-22-1997 3,803.82 1,069.76 2,734.06 168,428.26
1997 totals 45,645.84 13,935.07 31,710.77
21 01-22-1998 3,803.82 1,052.68 2,751.14 165,677.12
22 02-22-1998 3,803.82 1,035.48 2,768.34 162,908.78
23 03-22-1998 3,803.82 1,018.18 2,785.64 160,123.14
24 04-22-1998 3,803.82 1,000.77 2,803.05 157,320.09
25 05-22-1998 3,803.82 983.25 2,820.57 154,499.52
26 06-22-1998 3,803.82 965.62 2,838.20 151,661.32
27 07-22-1998 3,803.82 947.88 2,855.94 148,805.38
28 08-22-1998 3,803.82 930.03 2,873.79 145,931.59
29 09-22-1998 3,803.82 912.07 2,891.75 143,039.84
--------------------------------------------------------------------------------
NORTH GREENBUSH 03-14-1995 Pg
--------------------------------------------------------------------------------
Pmt Date Payment Interest Principal Balance
30 10-22-1998 3,803.82 894.00 2,909.82 140,130.02
31 11-22-1998 3,803.82 875.81 2,928.01 137,202.01
32 12-22-1998 3,803.82 857.51 2,946.31 134,255.70
1998 totals 45,645.84 11,473.28 34,172.56
33 01-22-1999 3,803.82 839.10 2,964.72 131,290.98
34 02-22-1999 3,803.82 820.57 2,983.25 128,307.73
35 03-22-1999 3,803.82 801.92 3,001.90 125,305.83
36 04-22-1999 3,803.82 783.16 3,020.66 122,285.17
37 05-22-1999 3,803.82 764.28 3,039.54 119,245.63
38 06-22-1999 3,803.82 745.29 3,058.53 116,187.10
39 07-22-1999 3,803.82 726.17 3,077.65 113,109.45
40 08-22-1999 3,803.82 706.93 3,096.89 110,012.56
41 09-22-1999 3,803.82 687.58 3,116.24 106,896.32
42 10-22-1999 3,803.82 668.10 3,135.72 103,760.60
43 11-22-1999 3,803.82 648.50 3,155.32 100,605.28
44 12-22-1999 3,803.82 628.78 3,175.04 97,430.24
1999 totals 45,645.84 8,820.38 36,825.46
45 01-22-2000 3,803.82 608.94 3,194.88 94,235.36
46 02-22-2000 3,803.82 588.97 3,214.85 91,020.51
47 03-22-2000 3,803.82 568.88 3,234.94 87,785.57
48 04-22-2000 3,803.82 548.66 3,255.16 84,530.41
49 05-22-2000 3,803.82 528.32 3,275.50 81,254.91
50 06-22-2000 3,803.82 507.84 3,295.98 77,958.93
51 07-22-2000 3,803.82 487.24 3,316.58 74,642.35
52 08-22-2000 3,803.82 466.51 3,337.31 71,305.04
53 09-22-2000 3,803.82 445.66 3,358.16 67,946.88
54 10-22-2000 3,803.82 424.67 3,379.15 64,567.73
55 11-22-2000 3,803.82 403.55 3,400.27 61,167.46
56 12-22-2000 3,803.82 382.30 3,421.52 57,745.94
2000 totals 45,645.84 5,961.54 39,684.30
57 01-22-2001 3,803.82 360.91 3,442.91 54,303.03
58 02-22-2001 3,803.82 339.39 3,464.43 50,838.60
59 03-22-2001 3,803.82 317.74 3,486.08 47,352.52
60 04-22-2001 3,803.82 295.95 3,507.87 43,844.65
61 05-22-2001 3,803.82 274.03 3,529.79 40,314.86
62 06-22-2001 3,803.82 251.97 3,551.85 36,763.01
63 07-22-2001 3,803.82 229.77 3,574.05 33,188.96
64 08-22-2001 3,803.82 207.43 3,596.39 29,592.57
65 09-22-2001 3,803.82 184.95 3,618.87 25,973.70
66 10-22-2001 3,803.82 162.34 3,641.48 22,332.22
67 11-22-2001 3,803.82 139.58 3,664.24 18,667.98
68 12-22-2001 3,803.82 116.67 3,687.15 14,980.83
2001 totals 45,645.84 2,880.73 42,765.11
69 01-22-2002 3,803.82 93.63 3,710.19 11,270.64
70 02-22-2002 3,803.82 70.44 3,733.38 7,537.26
--------------------------------------------------------------------------------
NORTH GREENBUSH 03-14-1995 Pg 3
--------------------------------------------------------------------------------
Pmt Date Payment Interest Principal Balance
71 03-22-2002 3,803.82 47.11 3,756.71 3,780.55
72 04-22-2002 3,803.82 23.27 3,780.55 0.00
2002 totals 15,215.28 234.45 14,980.83
Grand total 273,875.04 53,875.04 220,000.00
Last interest amount decreased $0.36 due to rounding.
