SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
This second Amendment to Loan and Security Agreement (the
"Amendment") dated as of May 30, 1997 by and between SUMMIT BANK (f/k/a
UNITED JERSEY BANK), a state banking association organized and existing under
the laws of the State of New Jersey (the "Lender") with an office at 000
Xxxx Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 and SEL-LEB MARKETING, INC., a New
York corporation ("Borrower") having a principal place of business located
at 0000 00xx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000.
WHEREAS, on November 6, 1995, the Lender provided a certain credit
facility (the "Loan") to Borrower pursuant to the terms and conditions of a
certain Loan and Security Agreement dated as of November 6, 1995 (the
"Original Loan Agreement") as amended by that certain First Amendment to
Loan and Security Agreement dated as of May 31, 1996 (the "First
Amendment") (the Original Loan Agreement as amended by the First Amendment
shall hereinafter be referred to as the "Loan Agreement") as evidenced by a
certain Line of Credit Note dated November 6, 1995 in the principal amount of
Two Million ($2,000,000.00) Dollars (the "Original Line of Credit Note"),
as modified by that certain First Modification of Line of Credit Note dated
as of May 31, 1996 (the "First Line of Credit Note Modification") (the
Original Line of Credit Note as modified by the First Line of Credit Note
Modification shall hereinafter be referred to as the "Line of Credit Note");
WHEREAS, the Borrower has requested that the Lender extend the Line of
Credit Loan Termination Date; and
WHEREAS, the Lender is willing to extend the Line of Credit Loan
Termination Date subject to the terms and conditions set forth within this
Amendment.
NOW, THEREFORE, in consideration of the recitals and the mutual
covenants contained herein, the parties hereto agree as follows:
1. All capitalized terms used herein and not otherwise defined herein
shall have the meanings ascribed to them pursuant to the Loan Agreement and
the Line of Credit Note. Notwithstanding anything to the contrary contained
in either the Loan Agreement or the Line of Credit Note, the terms of this
Amendment shall control.
2. Section 1.1(y) of the Loan Agreement is hereby stricken and replaced
with the following:
"(y) "Line of Credit Loan Termination Date" shall mean July 31,
1997."
3. The reference to the "Line of Credit Note" in Section 1.1(aa) of
the Loan Agreement shall be deemed to refer to the Line of Credit Note as
modified by that certain Second Modification of Line of Credit Note attached
hereto as Exhibit A and by this reference made a part hereof as if fully set
forth herein.
4. The reference to "Loan Documents" in Section 1.1(bb) of the Loan
Agreement shall be deemed to include the Amendment and the Second
Modification of Line of Credit Note.
5. The Borrower acknowledges and agrees that: (a) as of May 29, 1997
the unpaid principal balance of the Line of Credit Note is Eight Hundred
Twenty Five Thousand ($825,000.00) Dollars; (b) the obligation of the
Borrower to repay the Line of Credit Note is
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absolute and unconditional and is not subject to any defense, counterclaim,
set-off, right of recoupment, abatement or other claim or determination, and
(c) the Line of Credit Note is and shall be governed by the terms and
provisions of the Loan Agreement, and as set forth in this Amendment.
6. The Lender and the Borrower hereby agree and consent to the terms
and provisions of this Amendment and the transactions contemplated hereby.
7. The Borrower shall pay all of the Lender's reasonable costs and
expenses incurred in connection with the preparation, execution and delivery
of this Amendment, including, without limitation, reasonable legal fees and
disbursements of Lender's counsel.
8. Except as expressly otherwise provided herein, the terms of the Loan
Agreement shall remain in full force and effect and are incorporated herein
by reference. In the event of a conflict between the terms of this Amendment
and the Loan Agreement, the terms of this Amendment shall control.
9. The Borrower acknowledges that the Lender has no obligation to make
any further amendments to the Loan Agreement or any other agreement executed
in connection therewith, including but not limited to this Amendment and the
Line of Credit Note.
10. This Amendment shall be construed in accordance with, and shall be
governed by, the laws of the State of New Jersey. This Amendment shall be
binding upon and inure to the benefit of the parties hereto and their
respective successors and assigns.
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IN WITNESS WHEREOF, the undersigned have caused this Second Amendment to
Loan and Security Agreement to be executed by their proper and duly
authorized officers as of the date first set forth above.
SUMMIT BANK
By: /s/ Xxxxxxx Xxxx, V.P.
------------------------------------
XXXXXXX XXXX, Vice President
ATTEST: SEL-LEB MARKETING, INC.
/s/ Xxxxx Xxxxxx By: /s/ Xxx Xxxxxx
----------------------------- ------------------------------------
XXXXX XXXXXX, Secretary XXX XXXXXX, Executive Vice President
of Finance
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EXHIBIT A
SECOND MODIFICATION OF LINE OF CREDIT NOTE
________ This Second Modification of Line of Credit Note ("Modification")
dated as of May 30, 1997 by and between SUMMIT BANK (f/k/a UNITED JERSEY
BANK), a state banking association (the "Lender") with an office at 000 Xxxx
Xxxxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 and SEL-LEB MARKETING, INC., a New York
corporation ("Borrower") having a principal place of business located at 0000
00xx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxxxx 00000.
WHEREAS, on November 6, 1995, the Lender provided a certain credit
facility (the "Loan") to Borrower pursuant to the terms and conditions of a
certain Loan and Security Agreement dated as of November 6, 1995 (the
"Original Loan Agreement") as amended by that certain First Amendment to Loan
and Security Agreement dated as of May 31, 1996 (the "First Amendment") (the
Original Loan Agreement as amended by the First Amendment shall hereinafter
be referred to as the "Loan Agreement") as evidenced by a certain Line of
Credit Note dated November 6, 1995 in the principal amount of Two Million
($2,000,000.00) Dollars (the "Original Line of Credit Note"), as modified by
that certain First Modification of Line of Credit Note dated as of May 31,
1996 (the "First Line of Credit Note Modification") (the Original Line of
Credit Note as modified by the First Line of Credit Note Modification shall
hereinafter be referred to as the "Line of Credit Note");
WHEREAS, pursuant to the terms and conditions of the Loan Agreement and
the Line of Credit Note, the entire balance of all
principal and interest under the Loan becomes due and payable on May 31, 1997;
WHEREAS, the Borrower has requested that the Lender extend the maturity
date of the Loan; and
WHEREAS, in accordance with the terms of the Loan Agreement, the
Borrower and Lender have agreed to modify and change certain terms,
conditions and provisions of the Line of Credit Note.
NOW, THEREFORE, in consideration of the recitals and the mutual
covenants contained herein, the parties hereto agree as follows:
1. Subsection 3(b) of the Line of Credit Note shall be stricken and
replaced with the following:
"(b) Payor shall make a final payment of the entire unpaid principal
balance and all accrued interest under this Line of Credit Note and
all other costs, expenses and charges of any nature whatsoever due
or assessable hereunder on July 31, 1997."
2. The Line of Credit Note, and all the terms, provisions and
conditions therein, is hereby ratified and restated in its entirety and
shall remain in full force and effect, except as modified by this
Modification, and in the event of any inconsistency between the Line of
Credit Note and the Line of Credit Note as modified by this Modification,
then the Line of Credit Note as modified by this modification shall govern.
3. From and as of the date hereof, the Line of Credit Note shall be
deemed to refer to the Line of Credit Note, as modified by this Modification.
4. This Modification shall be construed in accordance with, and shall
be governed by, the laws of the State of New Jersey.
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5. This Modification shall be binding upon Lender and Borrower and
their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Second
Modification of Line of Credit Note as of the day and year first above
written.
SUMMIT BANK
BY: /s/ X. Xxxx
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XXXXXXX XXXX, Vice President
ATTEST SEL-LEB MARKETING, INC.
/s/ Xxxxx Xxxxxx BY: /s/ X.X. Xxxxxx
-------------------------- -----------------------------
XXXXX XXXXXX, Secretary XXX XXXXXX, Executive Vice
President of Finance
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