MODIFICATION AGREEMENT
THIS
AGREEMENT,
dated
effective as of the 26th day of September, 2007, by and between DECORIZE, INC.
(“Decorize”) and QUEST COMMERCIAL FINANCE, L.L.C. (“Quest”).
WHEREAS,
on or
about May 5, 2006, Decorize executed and delivered to Quest a Revolving Line
of
Credit Promissory Note in the principal sum of Seven Hundred Fifty Thousand
Dollars ($750,000) (the “Note”) and a Security Agreement, dated May 5, 2006 (the
“Security Agreement”), securing repayment of the Note;
WHEREAS,
the
parties desire to amend and modify the Note.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants herein contained and
agreed to be kept, the parties hereto do agree as follows:
1. Modification
of Interest Rate. Effective
September 26, 2007, the Note shall accrue interest at the rate of Thirteen
and
three-quarters percent (13.75%) per annum.
2. Lending/Processing
Fee.
In
consideration of the loan to Borrower evidenced by the Note, the Borrower will
pay Lender a fee equal to Seven Thousand Five Hundred Dollars ($7,500) on each
anniversary date of the Note while this Note is outstanding, commencing on
September 26, 2007.
3. No
Other Modification. The
modification and amendments to the Note set forth in this Modification Agreement
shall only modify and amend the Note to the extent necessary to give effect
to
such modification and amendment, and, except as otherwise provided in this
Agreement, the Note and Security Agreement shall continue to bind the parties
to
such documents and be in full force and effect in accordance with their original
terms as of their effective dates.
4. Representations
and Warranties.
When
Decorize signs this Agreement, Decorize represents and warrants to Quest that:
(a) there is no event which is, or with notice or lapse of time or both would
be, a default under the Note or Security Agreement (collectively, the "Loan
Documents") except those events, if any, that have been disclosed in writing
to
Quest or waived in writing by Quest, (b) there are no claims or offsets against
the current unpaid principal balance of the Note and the Security Agreement
continues to secure payment of the Note as extended hereby, (c) the
representations and warranties in the Loan Documents are true as of the date
of
this Agreement as if made on the date of this Agreement, (d) this Agreement
does
not conflict with any law, agreement, or obligation by which Decorize is bound,
and (e) this Agreement is within Decorize's powers, has been duly authorized,
and does not conflict with any of Decorize's organizational papers.
5. Counterparts.
This
Agreement may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute
but
one and the same instrument.
6. No
Other Modification. The
modification and amendments to the Note set forth in this Modification Agreement
shall only modify and amend the Note to the extent necessary to give effect
to
such modification and amendment, and, except as otherwise provided in this
Agreement, the Note and Security Agreement shall continue to bind the parties
to
such documents and be in full force and effect in accordance with their original
terms as of their effective dates.
| 7. |
General
Provisions.
|
| 7.1 |
Headings.
The headings, captions and arrangements used in this Agreement are,
unless
specified otherwise, for convenience only and shall not be deemed
to
limit, amplify or modify the terms of the Agreement, nor effect the
meaning thereof.
|
| 7.2 |
Survival.
All agreements, covenants, undertakings, representations and warranties
made in this Agreement shall survive the execution
hereof.
|
| 7.3 |
Governing
Law.
This Agreement is being executed and delivered and is intended to
be
performed in the State of Missouri, and the substantive laws of such
state
shall govern the validity, construction, enforcement and interpretation
of
the Agreement and any related documents, unless otherwise specified
therein.
|
| 7.4 |
Attorney's
Fees and Costs.
In
the event that any dispute arises between the parties hereto relating
to
the interpretation, enforcement or performance of this Agreement,
and such
matter is referred to an attorney for resolution, the prevailing
party
shall be entitled to collect from the losing party any attorney's
fees
together with any costs and expenses in the event of
litigation.
|
| 7.5 |
No
Assignment.
This Agreement shall be binding upon and inure to the benefit of
each
party hereto, and its respective successors and
assigns.
|
8. Final
Agreement.
By
signing this document each party represents and agrees that: (A) this document
represents the final agreement between the parties with respect to the subject
matter hereof, (B) there are no unwritten oral agreements between the parties,
and (C) this document may not be contradicted by evidence of any prior,
contemporaneous, or subsequent oral agreements or understandings of the
parties.
ORAL
AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM
ENFORCING REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT
ARE NOT ENFORCEABLE, REGARDLESS OF THE LEGAL THEORY UPON WHICH IT IS BASED
THAT
IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO PROTECT YOU (BORROWER(S))
AND
US (CREDITOR) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH
COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE
AND
EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE
IN
WRITING TO MODIFY IT.
This
Agreement is executed as of the date stated at the beginning of this Agreement.
| DECORIZE, INC. | QUEST COMMERCIAL FINANCE, L.L.C. | |
| By: /s/ Xxxxx Xxxxxxx | By: /s/ Xxxxxx Xxx | |
|
Name:
Xxxxx Xxxxxxx
|
Name: Xxxxxx
Xxx
|
|
|
Title:
President and CEO
|
Title: General
Manager
|
