Exhibit 10.8
CHANGE IN TERMS AGREEMENT #3
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BORROWER: DISCAS, INC. AND DISCAS RECYCLED PRODUCTS CORPORATION
567-1 SOUTH LEONARD STREET
WATERBURY, CT 06708
LENDER: BANK OF BOSTON CONNECTICUT
100 PEARL STREET
HARTFORD, CT 06103
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PRINCIPAL AMOUNT: $500,000.00 DATE OF AGREEMENT: OCTOBER 31, 1996
DESCRIPTION OF EXISTING INDEBTEDNESS. Borrower has executed and delivered to
Lender a certain Promissory Note dated February 23,1995 in the principal amount
of $300,000.00 (the "Note"), a certain Change in Terms Agreement dated October
6, 1995 extending the time for payment of the outstanding principal amount to
November 29, 1995 (the "Agreement" # 1) a certain Change In Terms Agreement
dated November 8, 1995 extending the time for payment of the outstanding
principal amount to September 30,1996 and increasing said principal amount from
$300,000.00 to $500,000.00 (the "Agreement" # 2).
DESCRIPTION OF COLLATERAL Borrower has executed and delivered a Commercial
Security Agreement dated February 23, 1995 pursuant to which Borrower pledged
to Lender and granted to Lender a continuing lien and security interest in
certain Collateral as described in such Commercial Security Agreement.
DESCRIPTION OF CHANGE IN TERMS. Discas, Inc. and Discas Recycled Products
Corporation, as original Borrowers under the Note, have merged. As a result of
such merger, Dicas, Inc. has become the surviving corporation as well as the
successor in interest to the rights and obligations of Dicas Recycled Products
Corporation. Accordingly, Lender has agreed that Discas, Inc. shall be the sole
Borrower under the Note and related agreements and Discas, Inc. has agreed to
assume the liability of Dicas Recycled Products Corporation under the Note and
related agreements. Borrower and Lender have agreed to extend the time for
payment of the outstanding principal amount of the Note. Accordingly, Borrower
and Lender agree as follows:
1. Delete numbered paragraph 3 of Agreement # 2 and insert the following:
"Borrower will pay this loan in one payment of all outstanding
principal plus all accrued unpaid Interest on July 1, 1997".
2. During the extended term of the Note, Borrower will continue to make
regular monthly principal payments of all accrued and unpaid interest
due as of each payment date and a final payment of all outstanding
principal plus all accrued interest on July 1, 1997.
3. Except as amended and modified above, all other terms and conditions
of the Note remain unchanged and shall be applicable to the Note as
amended and modified hereby.
4. Wherever the term "Note" shall appear in the Business Loan Agreement
dated February 23, 1995, the Commercial Security Agreement dated
February 23, 1995 or any other agreement, document or
instrument executed In connection with to Note, the term "Note" shall
include the amendments and modifications to the Note set forth in this
Agreement. Wherever On term "Borrower" shall appear, that term shall
mean Discas, Inc. for itself and as successor in interest to Discas
Recycled Products Corporation.
CONTINUING VALIDITY. Except as expressly changed by this Agreement, the terms
of the original obligation or obligations, including all agreements evidencing
or securing the obligation(s), remain unchanged and in full force and affect.
Consent by Lender to this Agreement does not waive Lender's right to strict
performance of the obligation(s) as changed, nor obligate Lender to make any
future change in terms. Nothing in this Agreement will constitute a
satisfaction of the obligation(s). It is the intention of Lender to retain as
liable parties all makers and endorsers of the original obligation(s),
including accommodation parties, unless a party is expressly released by Lender
in writing. Any maker or endorser, including accommodation makers, will not be
released by virtue of this Agreement. If any person who signed the original
obligation does not sign this Agreement below, then all persons signing below
acknowledge that this Agreement is given conditionally, based on the
representation to Lender that the non-signing party consents to the changes and
provisions of this Agreement or otherwise will not be released by it. This
waiver applies not only to any initial extension, modification or release, but
also to all such subsequent actions.
RIGHTS OF LENDER. Nothing in this Agreement shall affect or waive any right of
Lender to accelerate the payment of principal and interest under this Note in
the event of a default as set forth in the Note or a default as set forth in
any agreement, document or instrument executed in connection with the Note or
to make demand if the Note is payable on demand.
FINANCIAL STATEMENTS. During the extended term of this Note and without
limiting any rights of Lender set forth in any agreement, document or
instrument in connection with the Note, Borrower agrees to provide financial
statements to Lender or any other financial information as Lender may request
from time to time.
NO DEFAULT. The effectiveness of this Agreement is conditioned on Borrower's
representation and warranty that (i) the representations and warranties made to
Lender in the Note and the other agreements executed in connection therewith or
otherwise made to Lender are true and correct as of the date hereof, and (ii)
no Event of Default under the Note or any agreement executed in connection with
the Note has occurred and is continuing.
ATTACHMENT. This Agreement shall be firmly attached to the Note, Agreement # 1
and Agreement # 2 by stapling or other permanent means of attachment and shall
constitute a part of the Note.
RATIFICATION. Borrower hereby ratifies and confirms the pledge, lien and grant
of security interest in the Collateral created by the Commercial Security
Agreement which secures the Note as modified and amended by this Agreement, as
well as the terms and conditions of all agreement, documents and instruments
executed in connection with the Note.
FURTHER AGREEMENTS. Borrower agrees to execute and deliver, from time to time,
such additional documents or instruments and to perform such further acts as
may be reasonably requested by Lender to assure, confirm or continue the
continuing lien and security interest in the Collateral or to keep the
Commercial Security Agreement in full force and effect.
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PRIOR TO SIGNING THIS AGREEMENT, BORROWER READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS AGREEMENT, INCLUDING THE VARIABLE INTEREST RATE PROVISIONS.
THIS AGREEMENT IS EXECUTED UNDER SEAL BORROWER AGREES TO THE TERMS OF THE
AGREEMENT AND ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THE AGREEMENT.
BORROWER:
DISCAS, INC.
BY: /S/ PATRICK A. DEPAOLO, SR.
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PATRICK A DEPAOLO, SR., PRESIDENT/TREASURER
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