AMENDMENT TO LOAN AGREEMENT
This Amendment to Loan Agreement ("Amendment") dated as of February
9, 1995, amends that certain Loan Agreement (the "Loan Agreement") dated
November 4, 1994 between Noramco Mining Corporation, now known as Quest
Capital Corporation ("Quest") and INTEK Diversified Corporation ("INTEK"), as
amended by that certain letter dated February 9, 1995 (the "Letter").
R E C I T A L S
A. Quest extended a loan (the "Loan") in the amount of $2,500,000 to INTEK of
which $1,599,999.91 remains outstanding as of July 31, 1995.
B. Quest has agreed to extend the term of the Loan upon the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing, and for other
good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:
1. The Letter shall have no further force or effect.
2. Section 4 of the Loan Agreement is hereby deleted and replaced with
the following:
4. REPAYMENT
INTEK shall repay the principal of the Loan upon the sooner to occur:
a. December 15, 1995; or
b. The sale of the California real property located at 0000 Xxxx
Xxxxxxxxx Xxxxxxxxx, Xxx Xxxxxxx, Xxxxxxxxxx; or
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c. The closing of any financing by INTEK pursuant to which INTEK
sells for cash newly issued shares of its common stock,
excluding any sales to employees or others pursuant to INTEK's
stock option plans.
3. Section 5 of the Loan Agreement shall be amended by adding the
following sentence to the end of the paragraph:
The Loan shall be secured by a deed of trust, which shall be prior in
right to all monetary encumbrances excluding liens for taxes not yet
due, on the real property located at 0000 Xxxx Xxxxxxxxx Xxxxxxxxx,
Xxx Xxxxxxx, Xxxxxxxxxx owned by Olympic Plastics Inc., a wholly-
owned subsidiary of INTEK.
4. A new Section 20 to the Loan Agreement is added as follows:
20. ADDITIONAL CONSIDERATION. As additional consideration for the
extension of the term set forth in Section 4 of the Loan Agreement,
Quest has been issued 40,000 shares of common stock of INTEK (the
"Issued Shares") and shall be issued an additional 122,000 shares of
common stock of INTEK (the "Shares"), provided that Quest shall
execute the agreement attached hereto as Annex A, the facts and
circumstances referred to in such agreement are true and correct as
of the date thereof and hereof, and the actions contemplated thereby
shall have occurred.
5. All other terms and conditions contained in the Loan Agreement and
that certain Registration Rights Agreement between INTEK and Roamer One, Inc.
("Roamer"), Xxxxxxxx Communications Ltd., ("SCL"), Anglo York Industries,
Inc. ("Anglo") and Xxxxxx X. Xxxxx ("Xxxxx") dated September 23, 1994, as
amended by Amendment No. 1 to Registration Rights Agreement dated November 4,
1994 and Amendment No. 2 to Registration Rights Agreement dated as of April
17, 1995 among INTEK and Roamer, SCL, Anglo, Xxxxx and Quest and Amendment
No. 3 to Registration Rights Agreement dated July 27, 1995 among INTEK and
Roamer, SCL, Anglo, Xxxxx, Quest and Securicor International Limited shall
remain in full force and effect.
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IN WITNESS WHEREOF, the parties have signed this Amendment as of the
______ day of August, 1995.
Dated: August 29, 1995 QUEST CAPITAL CORPORATION
By /s/
_____________________________
Its Managing Director
_____________________________
Dated: August 29, 1995 INTEK DIVERSIFIED CORPORATION
By /s/
____________________________
Its Chief Financial Officer
____________________________
The Guarantee referred to in the Loan Agreement and executed by Xxxxxxxx
Communications Ltd. shall remain in full force and effect.
Dated: August 29, 1995 XXXXXXXX COMMUNICATIONS LTD.
By /s/
____________________________
Its Chief Executive Officer
____________________________
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