TERMINATION OF
AMENDED AND RESTATED LOAN AGREEMENT
DATED AS OF DECEMBER 27, 1999
This Termination Agreement is made effective and entered into as of March
30, 2001 by and among GREYSTONE FUNDING CORPORATION, a Virginia corporation (the
"Lender"), XXXXXX TECHNOLOGIES, INC., a Delaware corporation (the "Company") and
XXXXXX TECHNOLOGIES, INC., a New York corporation ("Xxxxxx New York") (The
Company and Xxxxxx New York are collectively referred to herein as the
"Borrowers").
W I T N E S S E T H:
WHEREAS, the parties entered into a Loan Agreement, made and entered into
December 27, 1999, and entered into an Amended and Restated Loan Agreement, made
effective and entered into as of December 27, 1999 (as amended and restated, the
"Agreement"), pursuant to which the Lender agreed to extend to the Borrowers a
loan and line of credit in the principal amount of up to $7,500,000, in
accordance with the terms set forth therein and in ancillary documentation,
including a Line of Credit Promissory Note, executed by the Borrowers and dated
December 27, 1999 (the "Promissory Note"); and
WHEREAS, the parties acknowledge that, as of July 5, 2001, the Borrowers
have fully repaid all outstanding Advances under the Line of Credit, together
with all unpaid accrued interest thereon, and the Line of Credit has been
surrendered and terminated, and any and all rights of the Borrowers to request
or receive any further Advances from the Lender have been rescinded in their
entirety.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:
1. Termination. The Loan Agreement, Promissory Note and Security Documents
are hereby terminated as of July 5, 2001 (the "Termination Date"). The Lender
deems all of the Borrowers' obligations thereunder to have been fully satisfied
as of March 31, 2001 and through the Termination Date. The Lender shall execute
and deliver such documents as the Debtor shall reasonably request to evidence
the termination of the Security Interests pursuant to Section 13 of the Security
Agreement.
2. Salary Reimbursement. For so long as Xxxxxxx Xxxxxx holds the office of
President, the Company will reimburse the Lender an amount of $16,666.67 on a
monthly basis.
3. Execution in Counterparts. This Termination Agreement may be executed in
any number of counterparts and by different parties hereto in separate
counterparts, each of which when so executed shall be deemed to be an original
and all of which taken together shall constitute one and the same agreement.
4. Continuing Agreements. Notwithstanding anything herein to the contrary,
each of the (a) 5 million Warrants held by the Lender and its assigns to
purchase Common Stock of the Company (b) Registration Rights Agreement, (c)
Indemnification Agreement, dated December 27, 1999, among the Company, Xxxxxxx
Xxxxxx and Xxxxxx Xxxxxxx, and (d) Senior Indebtedness, shall remain in full
force and effect. Additionally, of the 750,000 stock options referenced in
Section 5.18 of the Agreement, 500,000 employee stock options (issuable under
the Borrowers' Employee Stock Option Plan) shall be issued as follows: the
employees who shall be the recipients of such options, the number of options to
be granted to each of them and the exercise price shall be designated by the
Compensation Committee of the Company's Board of Directors, subject to the
approval of the Lender.
5. Capitalized Terms. Capitalized terms used but not otherwise defined
herein shall have the meanings set forth in the Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed this Termination
Agreement as of the year and date first above written.
GREYSTONE FUNDING CORPORATION
By: /s/ Xxx Xxxxxxx
Xxx Xxxxxxx
Vice-President
XXXXXX TECHNOLOGIES, INC., a Delaware corporation
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Chief Executive Officer
XXXXXX TECHNOLOGIES, INC., a New York corporation
By: /s/ Xxxxx Xxxxxx
Xxxxx Xxxxxx
Chief Executive Officer
