AMENDMENT TO NOTE RELATED TO STOCK PURCHASE
THIS AMENDMENT, dated as of January 15, 1999 (the "Amendment")
to that certain promissory note (the "Note"), dated January 13, 1989, by and
between Xx. Xxxxx X. Xxxxxxxx, Xx. ("Purchaser") as borrower, and Envirosource,
Inc. (the "Company") as lender, entered into in connection with the purchase on
January 19, 1989 of 46,750 shares of Company Common Stock (the "Stock"), recites
and provides as follows:
WHEREAS, the Purchaser executed the Note in exchange for funds
used to purchase such Stock at the Company's request in order to permit the
purchase of the Stock on terms arranged by the Company with the Company's
bankruptcy estate trustee;
WHEREAS, at the time the Company negotiated such Stock
purchase, the Company desired to acquire the Stock and certain other common
stock offered with it as part of a block sale, but was precluded from such
acquisition by certain contractual obligations of the Company;
WHEREAS, the Company and the Purchaser, at the time the Note
and Stock purchase were executed, understood such Stock purchase to have been
undertaken at the Company's request in furtherance of Company objectives;
WHEREAS, the Purchaser has requested an adjustment to the
outstanding principal balance of the Note to reflect a decline in value of the
Stock so purchased, and Company has agreed to such adjustment subject to
satisfaction of certain conditions and for other good and valuable consideration
described hereinbelow; and
WHEREAS, all acts necessary to constitute this Amendment as a
valid and binding instrument have been done;
NOW, THEREFORE, THIS AMENDMENT TO NOTE RELATED TO STOCK
PURCHASE, WITNESSETH, that:
1. As of the date hereof, the principal amount of the Note is
reduced from its currently outstanding balance of $535,400 (which amount
includes capitalized interest accrued and unpaid by Purchaser through the date
hereof) to $50,000 (the "Revised Principal Amount").
2. From and after the date hereof, interest shall accrue on
the Revised Principal Amount at a per annum rate of 6%, compounded monthly, and
shall be payable in cash on the last business day of each calendar month through
its final maturity date.
3. The Revised Principal Amount, and any accrued and unpaid
interest thereon, shall be due and payable in full on January 31, 1999.
4. In consideration of the foregoing, Purchaser agrees to sell
the Stock not later than January 31, 1999, either to the Company, to the
Company's designee, or on the open market, as the Company shall direct. If sold
to the Company or its designee, the price per share of Stock shall be the
average of the closing price on NASDAQ for Company Common Stock for the 5
business days preceding the date of purchase. Purchaser further agrees to waive
any claim it may have against the Company arising out of or otherwise connected
with the execution of the Note and the Stock purchase described hereinabove.
5. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND
GOVERNED BY THE LAWS OF THE STATE OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE
AND TO BE PERFORMED THEREIN, NOTWITHSTANDING ANY PENNSYLVANIA OR OTHER CHOICE OF
LAW RULES TO THE CONTRARY.
6. This Amendment may be executed in any number of
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts together constitute but one and the same instrument.
7. Except as specifically amended hereby, the Note is in all
respects ratified and confirmed. From and after the date hereof, each reference
to the Note shall be deemed to be a reference to such document as amended
hereby. Capitalized terms used herein and not otherwise defined herein shall
have the meanings given them in the Note.
IN WITNESS WHEREOF, the parties have caused this Amendment to
Note Related to Stock Purchase to be duly executed, in the case of the Company
by an officer duly authorized to execute this Amendment, as of the 15th day of
January, 1999.
ENVIROSOURCE, INC., as lender
By: /s/XXXX X. XXXXXX
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Name: Xxxx X. Xxxxxx
Title: Vice President, General Counsel and Secretary
XXXXX X. XXXXXXXX, Xx., as borrower
/s/XXXXX X. XXXXXXXX, XX.
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