Northeast One Stop, Inc.
000 Xxxxxx Xxxx
Xxxxxx, Xxx Xxxx 00000
July __, 1995
Congress Financial Corporation
(New England)
Xxx Xxxx Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, XX 00000
Re: AMENDMENT NO. 1 TO FINANCING AGREEMENTS
Ladies and Gentlemen:
Reference is made to the Loan and Security Agreement, dated April 20,
1995 (the "Loan Agreement"), and all supplements, agreements, documents and
instruments entered into by Northeast One Stop, Inc. ("Borrower") pursuant
thereto, as such may have been amended from time to time (collectively, the
"Financing Agreements"). Capitalized terms used herein shall have the meanings
given them in the Financing Agreements. Congress Financial Corporation (New
England) is referred to herein as "Congress."
The Borrower has requested that the Financing Agreements be amended as
set forth herein. Accordingly, effective as of the date set forth above, the
Borrower and Congress agree as follows:
A. AMENDMENTS TO THE LOAN AGREEMENT
1. Section 2.1(a)(ii) of the Loan Agreement is amended by deleting the
words and number "thirty-five (35%) percent" therefrom and inserting in lieu
thereof the words and number "fifty-five (55%) percent."
2. Section 3 of the Loan Agreement is amended by adding a new Section
3.4 thereto as follows:
"3.4 OVERADVANCE FEE. Borrower shall pay to Lender an overadvance
fee of $3,500 per year which shall be payable in monthly
installments of $292 each, due and payable in arrears on the first
day of each month commencing August 1, 1995. Installments once paid,
shall be non-refundable and shall be deemed to be fully earned."
3. Section 2.1(vi) of the Loan Agreement is amended by deleting the
period at the end of the Section and adding the following: ", PLUS".
Congress Financial Corporation (New England)
July __, 1995
Page 2
4. Section 2.1 of the Loan Agreement is amended by adding a new Section
2.1(vii) thereto as follows:
"(vii) only during the period beginning from and after the
twenty-second day of each calendar month and for thirteen
consecutive days thereafter and in Lender's sole discretion,
$175,000."
5. Section 9.9(d) of the Loan Agreement is amended by deleting the
number "$344,000" on the fourth line thereof and inserting in lieu thereof the
number "$374,000."
6. Schedule 9.9 of the Loan Agreement is amended by adding the
following paragraph at the end thereof:
"$30,000 Promissory Note, dated ________ ____, 1995, in favor of
Xxxxx X. XxxXxxxxxx."
7. Section 12.1(d) of the Loan Agreement is amended by deleting the
date "July 31, 1995" on the second line thereof and inserting in lieu thereof
the date "September 30, 1995."
B. SUBORDINATION AGREEMENT
1. Exhibit A to the Subordination Agreement is amended by adding the
following at the end thereof:
"$30,000 Demand Promissory Note, dated ________ ____, 1995
from Northeast One Stop, Inc. in favor of Xxxxx X. XxxXxxxxxx."
C. CONDITIONS PRECEDENT
Notwithstanding any other provisions of this Amendment or any of the
other Financing Agreements, and without affecting in any manner the rights of
Congress under the other Sections of this Amendment, this Amendment shall not be
effective as to Congress unless and until each of the following conditions has
been and continues to be satisfied.
1. DOCUMENTATION. Congress shall have received, in form and substance
Congress Financial Corporation (New England)
July __, 1995
Page 3
satisfactory to Congress and its counsel, a duly executed copy of this
Amendment, the original $30,000 Demand Promissory Note from the Borrower to
Xxxxx X. XxxXxxxxxx, together with such additional documents, instruments and
certificates as Congress and its counsel shall require in connection therewith
from time to time, all in form and substance satisfactory to Congress and its
counsel.
2. NO DEFAULT. No Default or Event of Default shall exist.
D. ACKNOWLEDGMENT OF OBLIGATIONS
Borrower and Guarantors hereby (1) reaffirm and ratify all of the
promises, agreements, covenants and Obligations to Congress under or in respect
of the Financing Agreements as amended hereby and (2) acknowledge they are
unconditionally liable for the punctual and full payment of all Obligations,
including, without limitation, all charges, fees, expenses and costs (including
attorneys' fees and expenses) under the Financing Agreements, as amended hereby,
and that they have no defenses, counterclaims or setoffs with respect to full,
complete and timely payment and performance of all Obligations under the
Financing Agreements. Borrower further confirms and agrees to its obligation to
pay to Congress all fees and costs which have been incurred by Congress in
connection with the negotiation and preparation of this Amendment No. 1 and all
other documents and agreements prepared in connection with this Amendment No. 1
including, without limitation, all reasonable attorney's fees and disbursements.
E. MISCELLANEOUS
Except as set forth herein, the Borrower confirms that the Financing
Agreements remain in full force and effect without amendment or modification of
any kind. The Borrower further confirms that no Event of Default or events which
with notice or the passage of time or both could constitute an Event of Default
have occurred and are continuing. The execution and delivery of this Amendment
by Congress shall not be construed as a waiver by Congress of any Event of
Default under the Financing Agreements. This Amendment, together with the
Financing Agreements, constitute the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior dealings,
correspondence, conversations or communications between the parties with respect
to the subject matter hereof.
Executed under seal on the date set forth above.
Congress Financial Corporation (New England)
July __, 1995
Page 4
ATTEST: NORTHEAST ONE STOP, INC.
By:
--------------------
Name:
Title:
Congress Financial Corporation (New England)
July __, 1995
Page 5
L & P FEED, INC.
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
----------------------------
Xxxxx X. XxxXxxxxxx
----------------------------
Xxxxxxxx X. XxxXxxxxxx
Accepted in Boston, Massachusetts
on ____________ ____, 1995.
CONGRESS FINANCIAL CORPORATION
(NEW ENGLAND)
By:
Name:
Title:
Congress Financial Corporation (New England)
July __, 1995
Page 0
XXXXX XX XXX XXXX
_______________, ss July __, 1995
Then personally appeared the above-named Xxxxx X. XxxXxxxxxx, and
stated that he is the duly authorized President of Northeast One Stop, Inc. and
L&P Feed, Inc. (the "Corporations"), and acknowledged the foregoing instrument
to be his free act and deed, and the free act and deed of each of said
Corporations, before me.
-------------------------
Notary Public
My Commission Expires:
STATE OF NEW YORK
_______________, ss July __, 1995
Then personally appeared the above-named Xxxxx X. XxxXxxxxxx, and
Xxxxxxxx X. XxxXxxxxxx and acknowledged the foregoing instrument to be their
free act and deed, before me.
-------------------------
Notary Public
My Commission Expires:
