AMENDMENT TO SHAREHOLDERS LOAN AGREEMENT
This Amendment to Shareholders Loan Agreement, dated July 22, 1997 by
and among X.X. Xxxxx Incorporated (the "Company"), Xxxxxxx Xxxxxx ("Xxxxxx"),
and Xxxx X. Xxxxxx ("Xxxxxx", together with Xxxxxx referred to as the
"Shareholders").
WHEREAS, the Shareholders and Company entered into a certain
Shareholders Loan Agreement, dated December 30, 1990 (the "Agreement"); and
WHEREAS, the Agreement provided for the Shareholders to loan funds to
the Company from time to time and as set forth in Section 3 of the Agreement
that the Company shall periodically pay to the Shareholders, but not less
often than annually, interest on their outstanding loan amounts at the rate
equal to that paid by the Corporation to its outside lenders; and
WHEREAS, effective January 1, 1993, the Company and the Shareholders
orally agreed to amend the Agreement to eliminate Section 3 of the Agreement;
and
WHEREAS, from January 1, 1993 forward the loans have been
non-interest bearing, with neither the Company having an obligation to pay nor
the Shareholders having the right to receive at any time interest under the
original terms of the Agreement for any period subsequent to January 1, 1993;
and
WHEREAS, the Company and Shareholders desire to formally memorialize
the amendment to the Agreement.
NOW THEREFORE, intending to be legally bound hereby, the parties
agree as follows:
1. Section 3 of the Agreement shall be amended effective
January 1, 1993 to read as follows:
"Non-Interest Bearing Loans. All loans made to the Corporation
pursuant to this Agreement shall bear no interest."
2. Section 7(b) of the Agreement shall be amended to read in its
entirety as follows:
"(b) Upon the Corporation becoming a public company with its
stock registered under the Securities Exchange Act of 1934, the
entire unpaid principal of any loans made to the Company by the
Shareholders shall be repaid to the Shareholders."
3. As amended by this Amendment, the Agreement shall continue in
full force and effect.
4. This Agreement may be executed in counterparts, each of which
when executed shall be deemed to be an original, and such counterparts shall,
together, constitute one and the same instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement.
/s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx
/s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx
X.X. XXXXX INCORPORATED
By: /s/ Xxxx X. Xxxxxx
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Xxxx X. Xxxxxx, President
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