EXHIBIT 10.11
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SECOND AMENDMENT TO LOAN AGREEMENT
This Second Amendment to Loan Agreement ("Agreement") is entered into
by and among Xxxx Xxxxxxx ("Xxxxxxx"), Xxxxxx X. Xxxxxxxx ("Xxxxxxxx"), Xxxxx X.
Loppert ("Loppert"), Xxxx X. Xxxxxxxx ("Xxxxxxxx"), Xxxxxxx X. Xxxxxx ("Xxxxxx")
and WindsorTech, Inc., a Delaware corporation (the "Company"), on and as of
February 28, 2003. Sherman, Cummings, Loppert, Xxxxxxxx and Sheerr are sometimes
hereinafter referred to, individually, as a "Shareholder" or "Lender" and,
collectively, as the "Shareholders" or "Lenders".
WHEREAS, Sherman, Cummings, Loppert, Xxxxxxxx and Xxxxxx severally own
an aggregate of 11,500,000 shares of the capital stock of the Company (the
"Shares"), representing approximately 77% of all outstanding Shares;
WHEREAS, on and as of April 24, 2002 Sherman, Cummings, Loppert,
Xxxxxxxx and Sheerr each severally agreed to lend $110,000.00 to the Company,
(individually, a "Loan" and collectively, the "Loans"), for an aggregate of
$550,000.00; and
WHEREAS, by Amendment to Loan Agreement dated as of September 30, 2002,
the Lenders extended the maturity date of the Loans to January 31, 2004; and
WHEREAS, the parties hereto wish to further extend the maturity date of
$100,000.00 of each Loan ($500,000.00 of the Loans in the aggregate) on the
terms and conditions hereafter set forth.
NOW, THEREFORE, the parties hereto, intending to be legally bound
hereby, hereby agree as follows:
1. Except as set forth below, the Loan Agreement dated on and as of
April 24, 2002, and all attachments and exhibits thereto shall remain as written
and continue in full force and effect.
2. The Loans are evidenced by the Company's Promissory Notes in the
form attached to the Loan Agreement as Exhibits X-0, X-0, X-0, X-0 and A-5
(individually, a "Note" and collectively, the "Notes"). The Company's obligation
to repay the Loans have been secured by the grant of a security interest in all
of the Company's assets pursuant to the Security Agreement in the form attached
to the Loan Agreement as Exhibit B (the "Security Agreement"). The Lenders
agreed to allocate the collateral covered by the Security Agreement amongst
themselves in accordance with the Intercreditor Agreement attached to the Loan
Agreement as Exhibit C (the "Intercreditor Agreement").
3. Anything herein or in any of the Notes or the Security Agreement to
the contrary notwithstanding, each Lender hereby irrevocably and unconditionally
agrees to extend the Maturity Date of the Note (as defined in the Note) on One
Hundred Thousand Dollars and no/100 cents ($100,000.00) of the principal amount
of each Note to January 31, 2005, at which time the then outstanding principal
amount of the Notes, together will all accrued and unpaid interest thereon, will
then be due and payable.
4. This Agreement shall be binding upon, and inure to the benefit of,
the parties hereto and their respective heirs, successors and assigns.
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5. This Agreement may be entered into in any number of counterparts,
each of which shall be deemed to be an original.
6. This Agreement shall be governed by and construed in accordance with
the laws of the State of New Jersey.
7. This Agreement constitutes the full and complete expression of the
agreement and understanding of the parties hereto with the respect to the
subject matter hereof.
IN WITNESS WHEREOF, the undersigned have executed and delivered this
Agreement on and as of the date first above written.
[CORPORATE SEAL] WINDSORTECH, INC.
ATTEST:
/s/ Xxxxx X. Loppert By /s/ Xxxx Xxxxxxx
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Secretary President
WITNESS:
/s/ Xxxxx X. Loppert /s/ Xxxx Xxxxxxx
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Xxxx Xxxxxxx
WITNESS:
/s/ Xxxxx Xxxxxx /s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
WITNESS:
/s/ Xxxx Xxxxxxx /s/ Xxxxx X. Loppert
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Xxxxx X. Loppert
WITNESS:
/s/ Xxxxx Xxxxxx /s/ Xxxx X. Xxxxxxxx
------------------------- -----------------------------
WITNESS: Xxxx X. Xxxxxxxx
/s/ Xxxxx Xxxxxx /s/ Xxxxxxx X. Xxxxxx
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WITNESS Xxxxxxx X. Xxxxxx
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