Exhibit 10(b)
AMENDMENT TO LOAN AGREEMENT
Agreement dated October 31, 1995 between Square Industries, Inc. a New
York corporation (the "Borrower") and Messrs. Lowell Harwood and Sanford Harwood
(collectively the "Lenders") amending the Loan Agreement dated June 28, 1995
among the Borrowers and the Lenders.
WHEREAS, the Borrower simultaneous herewith is entering into Amendment
No. 10, dated October 31, 1995 to its Credit Agreement with NatWest Bank NA,
formerly National Westminster Bank, USA (the "Bank") originally dated July 6,
1988 and as amended thereafter from time to time (the "Credit Agreement") which
relate to two loans, the Facility I Loan in the outstanding principal amount of
approximately $11,730,000 and the Facility II Loan in the outstanding principal
amount of approximately $1,688,000, to provide inter alia, for an extension of
the final maturity date of the Facility I Loan to December 31, 1998 and of the
Facility II Loan to June 30, 1998 and a reduction of the interest payable with
respect to both loans subject to the satisfaction of certain conditions to be
set forth in the Amendment No. 10 to the Credit Agreement (the Credit Agreement
as amended is hereinafter referred to as the "Credit Agreement".)
WHEREAS, the Credit Agreement provides that the terms of the loans
extended by the Lenders be revised in accordance with the terms set forth
hereinafter (the "Agreement Amendment")set forth.
IT IS HEREBY AGREED that:
- 1 -
1. The amount of funds to be advanced by the Lenders to the Borrower
shall not exceed the amount advanced by them as of the date hereof, which
exclusive of interest accrued on advances extended, amount to an aggregate of
$500,000 by both Lenders, or $250,000 by each Lender (the "Harwood Loans").
2. A. The rate of interest payable by the Borrower to the Lenders on
the Harwood Loans shall be as follows:
i. From the date the Harwood Loans were advanced through December 31,
1995, 10.25% per annum.
ii. From January 1, 1996 to payment in full of the principal of the
Harwood Loans, the rate of interest payable by the Borrower to the Bank pursuant
to the Credit Agreement.
iii. After the date of payment in full of both the Facility I and
Facility II (the "Bank Loans Repayment Date"), the rate thereafter equivalent to
the highest rate of interest then payable by the Borrower with respect to any
loans then outstanding from any bank or investment banking institution having an
outstanding principal amount of at least of $100,000 or, if no such loan is
outstanding, at the prime rate of the Bank.
B. Interest shall be paid as follows:
i. Accrued unpaid interest calculated at the rate of 3.99% per annum
from the date or dates of the Harwood Loans shall be paid on the date hereof,
with payment of the balance of the amount accrued through the date hereof to be
paid on the Bank Loans Repayment Date.
- 2 -
ii. Accrued interest commencing with the date hereof shall be paid
monthly in arrears at the rate of 3.99% per annum with the balance of the
accrued and unpaid interest to be paid on the Bank Loans Repayment Date.
3. As long as either Facility Loan remains outstanding, the principal
of the Harwood Loans shall not be payable until the Bank has received principal
payments after October 31, 1995 aggregating $1,000,000 on either or both
Facility Loans. Principal payments of the Harwood Loans shall be made thereafter
to the extent of 50% (25% for each Lender) of the amount of principal of
Facility Loans paid by the Borrower in excess of the foregoing $1,000,000 with
payment to be made to the Lenders within two business days of the date of
payment of the Facility Loan or Loans principal.
4. Each Lender hereby agrees to deliver to Borrower the Note previously
issued by Borrower to him under the Loan Agreement in exchange for the Note in
the form of Exhibit A hereto executed by the Borrower.
i. The obligations of the Borrower hereunder are subordinated to
certain Senior Indebtedness to the extent and on the terms set forth in that
certain Subordination Agreement dated as of October 31, 1995 by and among Square
Industries, Inc., 808 Square Corp., NatWest Bank N.A., and the Lenders as such
agreement is from time to time amended.
- 3 -
5. The obligation of the Borrower under the original Loan Agreement to
provide collateral for the loans is hereby terminated.
SQUARE INDUSTRIES, INC.
By: ---------------------------------
Brett Harwood, President
---------------------------------
Lowell Harwood
---------------------------------
Sanford Harwood
- 4 -
EXHIBIT A to EXHIBIT 10(b)
The obligations of the Borrower hereunder are subordinated to certain
Senior Indebtedness to the extent and on the terms set forth in that certain
Subordination Agreement dated as of October 31, 1995 by and among Square
Industries, Inc., 808 Square Corp., NatWest Bank N.A., the Lender and Sanford
Harwood as such agreement is from time to time amended.
NOTE
$250,000 As of June 28, 1995, as Amended October 31, 1995
Jersey City, New Jersey
FOR VALUE RECEIVED, SQUARE INDUSTRIES, INC., a New York Corporation
(the "Borrower"), hereby promises to pay the order of LOWELL HARWOOD (the
"Lender"), the principal sum of Two Hundred Fifty Thousand Dollars ($250,000),
in lawful money of the United States of America and in immediately available
funds, and to pay interest on the unpaid principal amount the Loan, like money
and funds, for the period commencing on the date or dates the Loan was advanced
to the Borrower by the Lender until such Loan is paid in full, at the rates per
annum and on the dates set forth in the Agreement.
This Note is the Note referred to in the Loan Agreement, dated June 28,
1995 among the Borrower, Lender and Sanford Harwood, as amended by the Amendment
to Loan Agreement dated October 31, 1995 among such parties (collectively the
"Agreement"). Capitalized terms used in this Note have the respective meanings
assigned to them in the Agreement.
This Note shall bear interest from the date or dates the Loan was
advanced to the Borrower by the Lender until such Loan shall be paid in full, at
the rate or rates per annum (computed on the basis of a year of 360 days and
actual days elapsed, including the first day but excluding the last in the
period for which payable) specified in the Agreement with payment of interest to
be made in accordance with the Agreement.
Payment of the principal shall be subject to the payment after October
31, 1995 of at least $1,000,000 of principal of loans extended by National
Westminster Bank, USA (the "Bank") pursuant to the Credit Agreement dated July
6, 1988 and as amended from time to time between the Bank and the Borrower and
certain of its subsidiaries with payment of principal thereafter to be an amount
equal to 50% of the amount of loan principal paid to the Bank in excess of the
foregoing $1,000,000.
Anything in this Note or the Agreement to the contrary notwithstanding,
the obligation of the Borrower to make payments of interest shall be subject to
the limitation that payments of interest shall not be required to be made to the
Lender to the extent that the Lender's receipt thereof would not be permissible
under the law or laws applicable to the Lender limiting the rates of interest
which may be charged or collected by the Lender. Any such payments of interest
which are not made as a result of the limitations referred to in the preceding
sentence shall be made by the Borrower on the earliest payment date on which the
receipt thereof would be permissible under the laws applicable to the Lender
limiting the rates of interest which may be charged or collected by the Lender.
Such deferred interest shall not bear interest.
- 1 -
This Note has been executed and delivered in Jersey City, New Jersey,
and shall be governed by, and construed and interpreted in accordance with, the
laws of the State of New Jersey.
SQUARE INDUSTRIES, INC.
By:
---------------------------
Brett Harwood, President
- 2 -