AMENDMENT TO NOTE RELATED TO STOCK PURCHASE
THIS AMENDMENT, dated as of February 12, 1999 (the "Amendment") to that
certain promissory note (the "Note"), dated January 13, 1989, by and between Xx.
Xxxxxx X. Xxxxxxx ("Purchaser") as borrower, and Envirosource, Inc. (the
"Company") as lender, entered into in connection with the purchase on January
19, 1989 of 29,350 shares of Company Common Stock (4,193 shares subsequent to
the June 1998 one-for-seven reverse split of Company Common Stock) (the
"Stock"), and currently represented by a promissory note dated March 31, 1998,
recites and provides as follows:
WHEREAS, the Purchaser executed the Note in exchange for funds used to
purchase such Stock at the Company's request in order to permit the purchase of
the Stock on terms arranged by the Company with the Company's bankruptcy estate
trustee;
WHEREAS, at the time the Company negotiated such Stock purchase, the
Company desired to acquire the Stock and certain other common stock offered with
it as part of a block sale, but was precluded from such acquisition by certain
contractual obligations of the Company;
WHEREAS, the Company and the Purchaser, at the time the Note and Stock
purchase were executed, understood such Stock purchase to have been undertaken
at the Company's request in furtherance of Company objectives;
WHEREAS, the Purchaser has requested an adjustment to the outstanding
principal balance of the Note to reflect a decline in value of the Stock so
purchased, and Company has agreed to such adjustment subject to satisfaction of
certain conditions and for other good and valuable consideration described
hereinbelow; and
WHEREAS, all acts necessary to constitute this Amendment as a valid and
binding instrument have been done;
NOW, THEREFORE, THIS AMENDMENT TO NOTE RELATED TO STOCK PURCHASE,
WITNESSETH, that:
1. As of the date hereof, the principal amount of the Note is reduced
from its currently outstanding balance of $211,208 (which amount includes
capitalized interest accrued and unpaid by Purchaser through the date hereof) to
$9,500 (the "Revised Principal Amount").
2. From and after the date hereof, interest shall accrue on the Revised
Principal Amount at a per annum rate of 6%, compounded monthly, and shall be
payable in cash on the last business day of each calendar month through its
final maturity date.
3. The Revised Principal Amount, and any accrued and unpaid interest
thereon, shall be due and payable in full on March 31, 1999.
4. In consideration of the foregoing, Xxxxxxxxx agrees to sell the
Stock not later than March 31, 1999 on the open market. Purchaser further agrees
to waive any claim it may have against the Company arising out of or otherwise
connected with the execution of the Note and the Stock purchase described
hereinabove.
5. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY
THE LAWS OF THE COMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND
TO BE PERFORMED THEREIN, NOTWITHSTANDING ANY PENNSYLVANIA OR OTHER CHOICE OF LAW
RULES TO THE CONTRARY.
6. This Amendment may be executed in any number of counterparts, each
of which so executed shall be deemed to be an original, but all such
counterparts together constitute but one and the same instrument.
7. Except as specifically amended hereby, the Note is in all respects
ratified and confirmed. From and after the date hereof, each reference to the
Note shall be deemed to be a reference to such document as amended hereby.
Capitalized terms used herein and not otherwise defined herein shall have the
meanings given them in the Note.
IN WITNESS WHEREOF, the parties have caused this Amendment to Note
Related to Stock Purchase to be duly executed, in the case of the Company by an
officer duly authorized to execute this Amendment, as of the 12th day of
February, 1999.
ENVIROSOURCE, INC., as lender
By: /s/XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President, General Counsel and Secretary
XXXXXX X. XXXXXXX, as borrower
/s/XXXXXX X. XXXXXXX
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