ADDENDUM TO
LOAN AGREEMENT DATED MARCH 22, 2004
The undersigned acknowledges and agrees to the following changes to the
Loan Agreement, dated March 22, 2004, between Optionable, Inc. (the "Borrower")
and Mark Nordlicht (the "Lender"), to which this addendum is attached (the "Loan
Agreement");
WHEREAS, Kevin P. Cassidy, Edward J. O'Connor and the Lender requested a
negotiation of the Loan Agreement and the Deferred Payment to Capital Energy
Services LLC ("CES");
WHEREAS, the Deferred Payment, specified in Section 2(e) of the Master
Services Agreement with CES (the "Deferred Payment"), has been assigned by CES
to Kevin P. Cassidy ("Cassidy"), as to 50% (the "Cassidy Payment"), and Edward
J. O'Connor ("O'Connor"), as to 50% (the "O'Connor Payment");
WHEREAS, OPEX created a Finance Committee which negotiated the Loan
Agreement and the Deferred Payment to CES;
NOW, THEREFORE, the parties hereby agree as follows:
1. SECTION 2 of the Loan Agreement shall be replaced as follows:
2. Promissory Notes; Terms.
a. The obligations of Borrower in respect to the Loan shall be
evidenced by the Promissory Note of Borrower, dated the date
hereof payable to the order of Lender in the principal amount
of $5,621,753.18 in the form of Exhibit C attached hereto (the
"$5.6MM Note").
b. The $5.6MM Note will be due and payable on the first to occur
of;
1. The 10 year anniversary of this agreement; then Borrower
will pay Lender $5,621,753.18 in lawful money of the
United States and in immediately available funds,
without deduction, set-off, withholding or counterclaim.
2. Following a first financing through the sale of the
Borrower's stock in a Private Placement Memorandum, the
Borrower secures additional financing of at least one
million ($1,000,000) dollars (the "Capital Raise"); then
Within 30 days, Borrower will repay Lender, in an amount
equal to at least 25% of the Capital Raise, provided
however, that such amount will not exceed the lesser of
$2,810,877 or the outstanding balance of the loan and
any remaining unpaid balance will begin to accrue
interest at a rate of 4.68% annually. The outstanding
principal amount and accrued interest amount of the Loan
shall be due and payable on the 10 year anniversary of
this agreement. All payments by Borrower under this
Agreement or the $5.6MM Note shall be made in lawful
money of the United States and in immediately available
funds, without deduction, set-off, withholding or
counterclaim.
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c. Effective April 1, 2005, the Borrower can repay to the Lender,
on a quarterly basis, an amount equal to no more than 50% of
the Repayment Allocation (the "Quarterly Repayment").
1. The Repayment Allocation is defined as follows; An
amount, established at the discretion of the Finance
Committee of the Borrower, equal to no more than 25% of
the Borrower's cash flows from operating activities
adjusted for purchases of property and equipment, on a
quarterly basis. In establishing this amount, the
Finance Committee of the Borrower will also consider
other financial metrics, such as significant anticipated
expenditures.
2. The Quarterly Repayment will be determined within 45
days following the end of the quarter and the Borrower
will inform the Lender of the Quarterly Repayment amount
within three business days of establishing this amount.
3. However, the Lender may, upon written notice to the
company, agree to request an increase or decrease in the
Quarterly Repayment, so long as (i) such increase or
decrease is equal to the amount subtracted from (in the
case of an increase) or added to (in the case of a
decrease) the balance of the Repayment Allocation being
used to make payments towards the Cassidy Payment and
O'Connor Payment and (ii) is requested in writing and
agreed to unanimously by the Lender, Edward J. O'Connor
and Kevin P. Cassidy. Such notice must be given within
five business days after receiving notice of the
Quarterly Repayment amount.
4. The Quarterly Repayment will be made (i) within five
business days following the notice to Lender of the
Quarterly Repayment amount or (ii) within five business
days after receiving the unanimous notice from the
Lender, Edward J. O'Connor and Kevin P. Cassidy of an
increase or decrease in the Quarterly Repayment.
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5. All amounts paid in the Quarterly Repayments shall be
applied, on a pro rata basis on the outstanding balance
of the loan, first to interest, if any, and then to
unpaid principal.
2. On April 13, 2005, the Lender agrees to make a one time payment of
$219,637.90 towards repayment of the $5.6MM Note, the Cassidy Payment and the
O'Connor Payment. The Lender, O'Connor and Cassidy have unanimously agreed to
apportion the payment as follows: $69,637.90 towards the Nordlicht Loan,
$150,000 towards the Cassidy Payment and $0 towards the O'Connor Payment.
3. The Lender will apply it's $69,637.90 payment towards outstanding balance of
Quaesteus Trading LLC with the Borrower.
4. Section 5 of the Loan Agreement shall be updated as follows:
When Lender is the intended recipient:
Mark Nordlicht
c/o Platinum Partners LP
Carnegie Hall Tower
152 West 57th Street
54th Floor
New York, NY 10019
Email: mnord7@aol.com
When Borrower is the intended recipient:
Optionable, Inc.
555 Pleasantville Road
South Building, Suite 110
Briarcliff Manor, NY 10510
Attention: Finance Committee
Facsimile: 914-773-1500
Email: abe.zucker@optionable.com
5. As stated in the Addendum dated October 7, 2004; in SECTION 2(b)(2) of the
Loan Agreement, the phrase "Capital Raise" shall mean additional financing
following a first financing though the sale of Borrower's stock in a Private
Placement Memorandum, pursuant to which the Borrower secures at least one
million dollars ("$1,000,000") determined as the sum of (i) the total proceeds
of all equity financings plus (ii) the outstanding balance from time to time of
all indebtedness for borrowed money of Borrower incurred after the first
financing.
[Signatures appear on the following page]
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IN WITNESS WHEREOF, the Borrower and Lender have caused this Agreement to
be duly executed and delivered as of April 12, 2005.
OPTIONABLE, INC.
By:
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Name: Albert Helmig
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Title: Director
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Mark Nordlicht
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