MODIFICATION AGREEMENTAddendum or Modifications |
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MODIFICATION
AGREEMENT
THIS
AGREEMENT,
dated
effective as of the 26th day of September, 2007, by and between DECORIZE, INC.
(“Decorize”) and QUEST COMMERCIAL FINANCE, L.L.C. (“Quest”).
WHEREAS,
on or
about May 5, 2006, Decorize executed and delivered to Quest a Revolving Line
of
Credit Promissory Note in the principal sum of Seven Hundred Fifty Thousand
Dollars ($750,000) (the “Note”) and a Security Agreement, dated May 5, 2006 (the
“Security Agreement”), securing repayment of the Note;
WHEREAS,
the
parties desire to amend and modify the Note.
NOW,
THEREFORE,
in
consideration of the premises and the mutual covenants herein contained and
agreed to be kept, the parties hereto do agree as follows:
1. Modification
of Interest Rate. Effective
September 26, 2007, the Note shall accrue interest at the rate of Thirteen
and
three-quarters percent (13.75%) per annum.
2. Lending/Processing
Fee.
In
consideration of the loan to Borrower evidenced by the Note, the Borrower will
pay Lender a fee equal to Seven Thousand Five Hundred Dollars ($7,500) on each
anniversary date of the Note while this Note is outstanding, commencing on
September 26, 2007.
3. No
Other Modification. The
modification and amendments to the Note set forth in this Modification Agreement
shall only modify and amend the Note to the extent necessary to give effect
to
such modification and amendment, and, except as otherwise provided in this
Agreement, the Note and Security Agreement shall continue to bind the parties
to
such documents and be in full force and effect in accordance with their original
terms as of their effective dates.
4. Representations
and Warranties.
When
Decorize signs this Agreement, Decorize represents and warrants to Quest that:
(a) there is no event which is, or with notice or lapse of time or both would
be, a default under the Note or Security Agreement (collectively, the "Loan
Documents") except those events, if any, that have been disclosed in writing
to
Quest or waived in writing by Quest, (b) there are no claims or offsets against
the current unpaid principal balance of the Note and the Security Agreement
continues to secure payment of the Note as extended hereby, (c) the
representations and warranties in the Loan Documents are true as of the date
of
this Agreement as if made on the date of this Agreement, (d) this Agreement
does
not conflict with any law, agreement, or obligation by which Decorize is bound,
and (e) this Agreement is within Decorize's powers, has been duly authorized,
and does not conflict with any of Decorize's organizational papers.
5. Counterparts.
This
Agreement may be executed in counterparts, each of which when so executed shall
be deemed an original, but all such counterparts together shall constitute
but
one and the same instrument.
