Agreement

 

                                                                  Exhibit 10.156

                                                     Note Modification Agreement

 

 

 

This agreement is dated as of December 15, 2003 (the "Agreement Date"), to be

effective as of December 15, 2003 (the "Effective Date"), by and between Mace

Security Products, Inc. alone, and its successors (the "Borrower") and Bank One,

NA, with its main office in Chicago, IL (the "Bank").

 

WHEREAS, the Borrower executed a Line of Credit Note as evidence of indebtedness

in the original face amount of Five Hundred Thousand and 00/100 Dollars

($500,000.00), dated December 15, 2002 owing by the Borrower to the Bank, as

same may have been amended or modified from time to time (the "Note"), which

Note has at all times been, and is now, continuously and without interruption

outstanding in favor of the Bank; and,

 

WHEREAS, the Borrower has requested and the Bank has agreed that the Note be

modified to the limited extent as hereinafter set forth;

 

NOW THEREFORE, in mutual consideration of the agreements contained herein and

for other good and valuable consideration, the parties agree as follows:

 

1. ACCURACY OF RECITALS. The Borrower acknowledges the accuracy of the Recitals

stated above.

 

2. MODIFICATION OF NOTE.

 

     2.1  From and after the Effective Date, the provision in the Note captioned

          Promise to Pay is hereby amended as follows: The date on which the

          entire balance of unpaid principal plus accrued interest shall be due

          and payable immediately is hereby changed from December 15, 2003 to

          December 15, 2004.

 

     2.2  Each of the Related Documents is modified to provide that it shall be

          a default or an event of default thereunder if the Borrower shall fail

          to comply with any of the covenants of the Borrower herein or if any

          representation or warranty by the Borrower or by any guarantor herein

          is materially incomplete, incorrect, or misleading as of the date

          hereof. As used in this agreement, the "Related Documents" shall

          include the Note and all loan agreements, credit agreements,

          reimbursement agreements, security agreements, mortgages, deeds of

          trust, pledge agreements, assignments, guaranties, or any other

          instrument or document executed in connection with the Note or in

          connection with any other obligations of the Borrower to the Bank.

 

     2.3  Each reference in the Related Documents to any of the Related

          Documents shall be a reference to such document as modified herein.

 

3. RATIFICATION OF RELATED DOCUMENTS AND COLLATERAL. The Related Documents are

ratified and reaffirmed by the Borrower and shall remain in full force and

effect as they may be modified herein. All real or personal property described

as security in the Related Documents shall remain as security for the Note and

the obligations of the Borrower in the Related Documents.

 

4. BORROWER REPRESENTATIONS AND WARRANTIES. The Borrower represents and warrants

to the Bank:

 

     4.1  No default or event of default under any of the Related Documents as

          modified hereby, nor any event, that, with the giving of notice or the

          passage of time or both, would be a default or an event of default

          under the Related Documents as modified herein has occurred and is

          continuing.

 

     4.2  There has been no material adverse change in the financial conditions

          of the Borrower or any other person whose financial statement has been

          delivered to the Bank in connection with the Note from the most recent

          financial statement received by the Bank.

 

     4.3  Each and all representations and warranties of the Borrower in the

          Related Documents are accurate on the date hereof.

 

     4.4  The Borrower has no claims, counterclaims, defenses, or setoffs with

          respect to the loan evidenced by the Note or with respect to the

          Related Documents as modified herein.

 

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     4.5  The Note and the Related Documents as modified herein are the legal,

          valid, and binding obligations of the Borrower, enforceable against

          the Borrower in accordance with their terms.

 

     4.6  The Borrower, other than any Borrower who is a natural person, is

          validly existing under the laws of the State of its formation or

          organization. The Borrower has the requisite power and authority to

          execute and deliver this agreement and to perform the obligations

          described in the Related Documents as modified herein. The execution

          and delivery of this agreement and the performance of the obligations

          described in the Related Documents as modified herein have been duly

          authorized by all requisite action by or on behalf of the Borrower.

          This agreement has been duly executed and delivered by or on behalf of

          the Borrower.

 

5. BORROWER COVENANTS. The Borrower covenants with the Bank:

 

     5.1  The Borrower shall execute, deliver, and provide to the Bank such

          additional agreements, documents, and instruments as reasonably

          required by the Bank to effectuate the intent of this agreement.

 

     5.2  The Borrower fully, finally, and forever releases and discharges the

          Bank and its successors, assigns, directors, officers, employees,

          agents, and representatives from any and all causes of action, claims,

          debts, demands, and liabilities, of whatever kind or nature, in law or

          equity, of the Borrower, whether now known or unknown to the Borrower,

          (i) in respect of the loan evidenced by the Note and the Related

          Documents, or of the actions or omissions of the Bank in any manner

          related to the loan evidenced by the Note or the Related Documents and

          (ii) arising from events occurring prior to the date of this

          agreement.

 

     5.3  The Borrower shall pay to the Bank:

 

          5.3.1 All the internal and external costs and expenses incurred by the

               Bank in connection with this agreement (including, without

               limitation, inside and outside attorneys, appraisal, appraisal

               review, processing, title, filing, and recording costs, expenses,

               and fees).

 

 

6. EXECUTION AND DELIVERY OF AGREEMENT BY THE BANK. The Bank shall not be bound

by this agreement until (i) the Bank has executed this agreement and (ii) the

Borrower performed all of the obligations of the Borrower under this agreement

to be performed contemporaneously with the execution