Exhibit 10.22
FIRST
ADDENDUM TO LOAN AGREEMENT
This First Addendum to Loan Agreement (the "Addendum"), dated this 28th
day of March, 2000, effective as of the 2nd day of January, 2000, amends and
modifies that certain Loan Agreement dated May 27, 1999 (the "Loan Agreement")
by and among SUNTRUST BANK, a Georgia state chartered bank, successor by merger
to SunTrust Bank, Tampa Bay ,("SunTrust Bank"), MONOGRAM ACQUISITION, INC., a
Delaware corporation, and MONOGRAM ACQUISITION 1, LLC, a Delaware limited
liability company (collectively the "Borrower"), joined by TOYMAX INTERNATIONAL,
INC., a Delaware corporation (the "Guarantor"). All of the capitalized terms
used herein shall have the same identification and defined meanings as set forth
in the Loan Agreement unless otherwise specifically indicated or defined herein.
*MONOGRAM INTERNATIONAL, INC. FKA
RECITALS:
A. Borrower has requested SunTrust Bank to extend and renew a Revolving Line of
Credit Loan in the amount of $4,000,000.00 and a Term Loan in the original
principal amount of $763,855.56, under the terms of the Loan Agreement
(collectively the "Loans").
B. The Bank has agreed to the renewal of the Revolving Line of Credit Loan and
the Term Loan pursuant to the terms of this Addendum and the other loan
documents herein referred.
NOW, THEREFORE, in consideration of the premises and for other good and
valuable consideration, the parties agree as follows:
1. RECITALS. The above Recitals are true and correct and by this
reference are incorporated herein.
2. RENEWAL OF LINE OF CREDIT LOAN. The Bank hereby renews the Revolving
Line of Credit Loan effective as of January 2, 2000, pursuant to the terms of a
Renewal Revolving Line of Credit Promissory Note of even date herewith (the
"Line of Credit Renewal Note") which provides for an extended maturity date to
August 1, 2000.
3. RENEWAL OF TERM LOAN. The Bank hereby renews the Term Loan effective
as of January 2, 2000, pursuant to the terms of a Renewal Term Promissory Note
in the amount of $654,733.33 of even date herewith (the "Term Renewal Note")
.which provides for an extended maturity date to August 1, 2000.
The Line of Credit Renewal Note and the Term Renewal Note are
collectively referred to herein as the "Renewal Notes". The documents which
evidence, secure and have been executed and/or delivered in conjunction with the
Loans on this renewal are herein collectively referred to as the "Loan
Documents".
4. SECURITY.
A. COLLATERAL. The Renewal Notes shall continue to be secured
by the security interests as set forth in the Loan Agreement.
B. GUARANTY. The Renewal Notes continue to be guaranteed for
payment and performance by the Guarantor under the Loan Agreement and the
Guarantor has executed and delivered to the Bank its Consent of Guarantor to
acknowledge the continuance of its guaranty of the Renewal Notes.
5. WARRANTIES. Borrower hereby affirms and warrants that all of the
warranties made in the Loan Documents, and any other documents or instruments
recited herein or executed with respect thereto directly or indirectly, are true
and correct as of the date hereof and that Borrower is not in default of any of
the foregoing nor aware of any default with respect thereto, and that Borrower
has no defenses or rights of offset with respect to any indebtedness to SunTrust
Bank. Borrower hereby releases SunTrust Bank from any cause of action against it
existing as of the date of execution hereof. The rights and defenses being
waived and released hereunder include without limitation any claim or defense
based on SunTrust Bank having charged or collected interest at a rate greater
than that allowed to be contracted for by applicable law as changed from time to
time, provided, however, in no event shall such waiver and release be deemed to
change or modify the terms of the Loan Documents which provide that sums paid or
received in excess of the maximum rate of interest allowed to be contracted for
by applicable law, as changed from time to time, reduce the principal sum due,
said provision to be in full force and effect.
6. TERMINOLOGY. If more than one party joins in the execution of this
Addendum, the covenants and agreements herein contained shall be the joint and
several obligation of each and all of them and of their respective heirs,
executors, administrators, successors and assigns, and relative words herein
shall be read as if written in the plural when appropriate. Any reference herein
to SunTrust Bank shall be deemed and apply to every subsequent holder of the
Renewal Notes.
7. STATE TAXES. Borrower is liable for the full amount of any
documentary stamps, intangible tax, interest and penalties, if any, levied by
the State of Florida incident to the loan transactions and modifications
described in this Addendum. If the same be not promptly paid by Borrower when
levied by the State of Florida, SunTrust Bank may (without obligation to do so)
pay the same.
8. CONSENT AND WAIVER. Borrower hereby consent to the foregoing and
agree that the execution of this Addendum shall in no manner or way whatsoever
impair or otherwise adversely affect Borrowees liability to SunTrust Bank under
the Loan Documents or any other instrument set forth in the Recitals or herein,
all as modified by this Addendum.
9. CROSS DOCUMENT DEFAULT. Any default under the terms and conditions
of this Addendum or of any instrument set forth herein or contemplated by this
Addendum
10. RATIFICATION. Except as modified by this Addendum, Borrower hereby
ratifies and confirm the continued validity and viability of all terms,
conditions and obligations set
forth in the Loan Documents and all other instruments executed in connection
with this Addendum, all as modified by this Addendum.
11. SEVERABILITY. Whenever possible, each provision-of this Addendum
shall be interpreted in such manner as to be effective and valid under
applicable law, but if any provision hereof shall be prohibited or invalid under
applicable law, such provision shall be ineffective to the extent of such
prohibition or invalidity only, without invalidating the remainder of such
provision or of the remaining provisions of this Addendum.
12. FLORIDA CONTRACT. This Addendum shall be deemed a Florida contract
and shall be construed according to the laws of the State of Florida, regardless
of whether this Addendum is executed by certain of the parties hereto in other
states.
13. BINDING EFFECT. This Addendum shall bind the successors and assigns
to the parties hereto and constitutes the entire understanding of the parties,
which may not be modified except in writing.
14. WAIVER OF JURY TRIAL. The parties to this Addendum hereby
irrevocably waive their respective rights to trial by jury in any and all
actions arising out of the terms of this Addendum.
15. CONFLICT. As to any conflict between the terms of the Loan
Agreement and the terms of this Addendum, the terms of this Addendum shall
supersede and control over such other terms.
16. OTHER TERMS. Except as specifically amended, modified and
supplemented by this Addendum, all of the other terms, covenants and conditions
of the Loan Agreement remain in full force and effect.
WITNESSES: "BORROWER"
Monogram International, Inc. FKA
MONOGRAM ACQUISITION, INC.,
a Delaware corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
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Signature-of Witness ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., as its
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Treasurer
Print or Type Name of Witness (CORPORATE SEAL)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Signature of Witness
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Print or Type Name of Witness
MONOGRAM ACQUISITION 1 LLC,
a Delaware limited liability company
MONOGRAM PRODUCTS (H.K.) LIMITED FKA
By: ▇▇▇▇▇▇▇ Development Limited, a
Hong Kong company, as its
Managing Member
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇
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Signature-of Witness ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, as
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ its Director
Print or Type Name of Witness (CORPORATE SEAL)
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Signature of Witness
▇▇▇▇▇▇▇ ▇▇▇▇▇
Print or Type Name of Witness
"SUNTRUST"
SUNTRUST BANK, a ▇▇▇▇▇▇▇
state chartered Bank,
successor by merger to
SunTrust Bank, Tampa Bay
/s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
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Signature-of Witness ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ as its Senior Vice
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ President
Print or Type Name of Witness (CORPORATE SEAL)
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Signature of Witness
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Print or Type Name of Witness
"GUARANTOR"
TOYMAX INTERNATIONAL, INC.
A Delaware corporation
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇.
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Signature-of Witness ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇., as its Chief
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Financial Officer
Print or Type Name of Witness
/s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇
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Signature of Witness (CORPORATE SEAL)
▇▇▇▇▇▇▇ ▇▇▇▇▇
Print or Type Name of Witness
