AGREEMENT OF MODIFICATION OF NOTE
THIS AGREEMENT dated as of April 30, 1999 is by and between The Chase
Manhattan Bank formerly known as Chemical Bank, a New York banking corporation
(the "Payee"), and Xxxxxx International Corp. (the "Maker").
Whereas, the Payee made a loan in the original amount of $2,295,000.00 (the
"Loan") to the Maker, evidenced by a note in that principal amount dated October
27, 1994 from the Maker to the Payee (the "Note"), secured by a first mortgage
(the "Mortgage") from the Maker to the Payee encumbering the premises commonly
known as, 000 Xxxxxxxx Xxxx., Xxxxxxxxx, Xxx Xxxx (the "Mortgaged Property") and
guaranteed pursuant to a guaranty of payment dated as of October 27, 1994 from
HAPL Leasing Co., Inc. (the "Guarantors") to the Payee (the "Guaranty").
NOW THEREFORE, it is agreed by and between the parties to amend the Note as
follows:
The interest rate on the Note is hereby increased from 8.80% to 9.30%.
The Maker acknowledges that:
(i) the principal balance of the Note is $1,262,250.00.
(ii) it has not entered into any agreements with creditors that expressly
or otherwise prohibit the Maker from entering into a modification of the Loan;
(iii) except as specifically amended in this Agreement all of the terms,
covenants, conditions and stipulations contained in the Note, the Mortgage and
all other instruments executed and delivered to evidence and/or to secure the
Loan (collectively, the "Loan Documents") are hereby ratified and confirmed in
all respects, shall continue to apply with full force and effect and shall be
governed by, and construed in accordance with, the laws of the State of New
York;
(iv) the foregoing correctly reflects our entire understanding and no oral
or other agreements, conditions, promises, waivers, modifications,
understandings, representations or warranties exist in regard to the obligations
of the Maker hereunder or under the other Loan documents or otherwise with
respect to the Loan, except those specifically set forth in this Agreement;
(v) no material adverse change has occurred in the financial status of the
Maker since the making of the Loan other than as set forth on the Maker's press
release dated April 26, 1999;
(vi) there are no judgments against the Maker in any courts of the United
States and there is no litigation, pending or threatened, against the Maker
which might adversely affect the Maker's ability to pay when due any amounts
which may become payable in respect of the Loan;
(vii) no default, nor event which with notice and/or passage of time would
constitute a default, has occurred and is continuing under the Loan Documents;
(viii)there are no offsets, defenses or counterclaims to the Maker's
obligations under the Loan and the Loan Documents;
(ix) the Maker hereby waives the right to assert any set-off, counterclaim
or crossclaim of any nature whatsoever in any litigation relating to this latter
agreement, the other Loan Documents and the Loan (provided, however, that the
foregoing shall not be deemed a waiver of the Maker's right to assert any
compulsory counterclaim maintained in a court of the United States, or of the
State of New York if such counterclaim is compelled under local law or rule of
procedure, nor shall the foregoing be deemed a waiver of the Maker's right to
assert any claim which would constitute a defense, setoff, counterclaim or
crossclaim of any nature whatsoever against the Payee in any separate action or
proceeding);
(x) the Payee hereby irrevocably and unconditionally waives, and the Maker,
by its acknowledgement and agreement to this Agreement irrevocably and
unconditionally waives, any and all rights to trial by jury in any action, suit
or counterclaim arising in connection with , out of or otherwise relating to the
Note, the Mortgage or any other Loan Document heretofore, now or hereafter
executed and/or delivered in connection therewith, the Loan or in any way
related to this transaction or otherwise with respect to the Mortgaged Property;
and
(xi) all references contained in any of the Loan Documents to a Loan
Document or Documents shall henceforth refer to said Loan Document as the same
may be amended from time to time by instrument in writing executed by the Maker
and the Payee, including but not limited to, this Agreement.
Xxxxxx International Corp.
The Chase Manhattan Bank
By:
Xxxxxxxxxxx X. Xxxxxxxxxx, V.P.
