EXHIBIT 10.17
AMENDMENT TO PROMISSORY NOTE
This AMENDMENT TO PROMISSORY NOTE (this "Amendment") is made as of
29th day of April, 1997 (the "Effective Date") by and between THE KEITH
COMPANIES, INC., a California corporation, KEITH INTERNATIONAL, INC., a
California corporation, THE KEITH COMPANIES - NORTH COUNTIES, INC., a California
corporation, KEITH ENGINEERING, INC., a California corporation, THE KEITH
COMPANIES - HAWAII, INC., a Hawaii corporation, and ARAM H. KEITH, an individual
(collectively, jointly and severally, "Maker"), and MORENO CORPORATE CENTER,
L.L.C., a Delaware limited liability company ("Holder").
RECITALS
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A. Maker and Holder have entered into that certain Promissory Note
dated as of August 1, 1996 (the "Note") whereby Maker promised to pay Holder the
principal sum of Two Hundred Seventy-Three Thousand Eight Hundred Ninety-Two and
96/100 Dollars ($273,892.96) plus interest as specified in the Note.
B. Maker and Holder desire to extend the time for repayment under the
Note and further amend the Note as provided herein.
AGREEMENT
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NOW, THEREFORE, with respect to the foregoing facts and in
consideration of the mutual covenants hereinafter set forth, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1. Principal Sum. Maker currently owes Holder Two Hundred Fifty-
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Three Thousand Eight Hundred Ninety-Two and 96/100 Dollars ($253,892.96) under
the Note (the "Principal Sum").
2. Interest Rate. The Principal Sum outstanding from time to time
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shall bear interest on a per annum basis at the Bank of America "reference rate"
(as announced from time to time) plus three percent (3%) ("Note Rate"). Interest
shall be calculated on the basis of a 360-day year and actual days elapsed,
which results in more interest than if a 365-day year were used. As used here,
"reference rate" means the per annum rate of interest publicly announced from
time to time by Bank of America at San Francisco, California, as its "Reference
Rate." Any change in the reference rate shall take effect on the day specified
in the public announcement of such change.
3. Payment of Principal and Interest. The Principal Sum and all
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accrued and unpaid interest shall be due and payable as follows:
a. Commencing on May 1, 1997, and continuing on the first (lst)
day of each calendar month thereafter, through and including the payment due
April 1, 1998, Maker shall pay to Holder the amount of Ten Thousand and 00/100
Dollars ($10,000.00); and
b. by May 1, 1998, all principal and all accrued and unpaid
interest due under the Note as amended hereby shall be due and payable.
4. Prepayment. Maker may prepay some or all of the principal of
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the Note, as amended hereby, without any penalty or premium. All payments under
the Note, as amended hereby, shall be credited first to accrued interest then
due and thereafter to unpaid principal.
5. Confirmation of Existing Note. Except as expressly modified
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herein, the Note shall remain as originally stated. Maker and Holder hereby
confirm and ratify each of the provisions of the Note as amended herein.
6. Counterparts. This Amendment may be executed in one or more
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counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
[Signatures continued on next page.]
IN WITNESS WHEREOF, Maker and Holder do hereby execute this Amendment
as of the date first written above.
"MAKER"
ARAM H. KEITH, an individual KEITH INTERNATIONAL, INC.,
a California corporation
KEITH ENGINEERING, INC., a By: /s/ Aram H. Keith
California corporation Its:
By: /s/ Aram H. Keith By:
Its: Its:
By:
Its:
THE KEITH COMPANIES, INC., THE KEITH COMPANIES-HAWAII, INC.,
a California corporation a Hawaii corporation
By: /s/ Aram H. Keith By: /s/ Aram H. Keith
Its: Its:
By: By:
Its: Its:
THE KEITH COMPANIES, INC., THE KEITH COMPANIES-NORTH COUNTIES, INC.,
a California corporation a California corporation
By: /s/ Aram H. Keith By: /s/ Aram H. Keith
Its: Its:
By: By:
Its Its:
"HOLDER"
MORENO CORPORATE CENTER, L.L.C.,
a Delaware limited liability company
By:
It