UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
EIF HOLDINGS, INC.
-----------------
(Name of Issuer)
COMMON STOCK, NO PAR VALUE
--------------------------
(Title of Class of Securities)
268524-10-5
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(CUSIP Number)
Michael E. McGinnis
President and Chief Executive Officer
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
(281) 774-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
DECEMBER 22, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this Schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the "Act") or
otherwise subject to the liabilities of that section of the Act
but shall be subject to all provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 268524-10-5
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Eco Corporation
EIN: 52-1742490
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ontario, Canada
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7 SOLE VOTING POWER
NUMBER OF
8,800,000
SHARES ----------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY ----------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
8,800,000
----------------------------------------------------
10 SHARED DISPOSITIVE POWER
REPORTING
-0-
PERSON WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,800,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [X]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.7%
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14 TYPE OF REPORTING PERSON*
CO
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
The securities covered by this Schedule 13D are shares of
common stock, no par value (the "Common Stock"), of EIF Holdings,
Inc., a Hawaii corporation (the "Company"). The Company's
principal executive offices are located at 53 Stiles Road, Suite
101, Salem, New Hampshire 03079.
Pursuant to Rule 13d-2 under the Securities Exchange Act of
1934, this Amendment No. 3 amends the Schedule 13D for an event
of February 1, 1996, as amended by Amendment No. 1 to the
Statement for an event of June 30, 1996, and Amendment No. 2 for
an event of November 7, 1996 (the "Statement"), filed by American
Eco Corporation ("American Eco") with respect to its ownership of
shares of the Company's Common Stock. Terms used and not
otherwise defined herein shall have the respective meanings set
forth in the Statement. Except as otherwise expressly indicated
below, the information provided in the Statement remains in
effect.
ITEM 4. PURPOSE OF TRANSACTION.
Over the past several months American Eco has reevaluated
its interest in the Company. The principal factors considered in
the reevaluation have been the needs of the Company for working
capital, changes in the Company's management, development of the
American Eco business with a focus upon larger transactions and
movement from the environmental areas, and the closing by the
Company of a major acquisition in November 1997. These changes
have led American Eco management to conclude that the Company can
function as a separate entity without financial and management
support from American Eco, that the new management of the Company
needs to be incentivized and American Eco should consider some
strategy for discontinuing the involvement with the Company.
On December 22, 1997, American Eco entered into a Stock
Option Agreement with Frank J. Fradella granting an option (the
"Option") to Mr. Fradella and his wife to purchase the 8,800,000
shares of the Company's Common Stock owned by American Eco at a
price of $.65 per share exercisable for a period of one year.
Mr. Fradella has been President, CEO and a director of the
Company since May 1997 and a director since November 1997. As
part of the Agreement, American Eco granted Mr. Fradella and his
wife a proxy to vote the option shares during the term of the
Option. American Eco had been in discussions with Mr. Fradella
for several months regarding some arrangement as to American
Eco's continued involvement in the Company.
As of November 30, 1997, $17,873,000 was outstanding on a
line of credit that American Eco had extended to the Company. The
line of credit was to have expired on July 31, 1997, and has been
modified and extended to February 18, 1998, together with
interest at the rate of 10% per annum, and the availability was
increased to $20 million. Upon the closing of a Stock Purchase
Agreement whereby American Eco has the right to purchase an
additional 10,000,000 shares of the Company's Common Stock for $1
million, upon the Company's shareholders approving an increase in
the authorized Common Stock (See Amendment No. 1 to this
Schedule), the outstanding principal amount of the line of credit
would be reduced by $1 million representing the purchase price
under such Agreement. The extensions of the line of credit also
granted American Eco the right to convert all, and not less than
all, of the remaining principal amount thereunder into shares of
the Company's Common Stock at a conversion price equal to 85% of
the five-day weighted average closing price of the Common Stock
immediately prior to the conversion date. American Eco has been
advised that the Company anticipates holding a shareholders
meeting in the first quarter of 1998 for, among other things,
changing the capitalization of its Common Stock.
It is also noted that as of June 30, 1997, American Eco had
terminated its Management Agreement with the Company, having
waived its management fee for the six months ended June 30, 1997.
-3-
<PAGE>
In the event that American Eco acquires additional shares of
the Company's Common Stock upon closing of the Stock Purchase
Agreement and/or conversion of the line of credit, it would then
consider whether to hold or to sell such shares, depending upon
whether Mr. Fradella has exercised the Option, the prospects of
the Company, other activities then engaged in by American Eco,
general market and economic conditions, and other factors then
deemed relevant.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of December 22, 1997, American Eco was the
beneficial owner of 8,800,000 shares of the Common Stock, which
constituted 35.7% of the issued and outstanding shares of Common
Stock at that date. The percentage of American Eco's beneficial
ownership is based upon 24,681,201 shares of Common Stock then
outstanding. Excluded from such beneficial ownership are (i)
10,000,000 shares of Common Stock purchasable pursuant to the
Stock Purchase Agreement and (ii) an indeterminate number of
shares of Common Stock underlying the conversion right and the
line of credit.
(b) American Eco possesses the sole power to dispose of
8,800,000 shares of Common Stock (subject to the Option), but
does not possess the power to vote such shares while the Option
is in effect.
(c) None except as disclosed in Item 4.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
3. Stock Option Agreement, dated December 22, 1997 between
American Eco Corporation and Frank J. and Catherine A. Fradella.
4. Form of Renewal, Extension and Modification Revolving
Line of Credit Note, dated September 22, 1997, from EIF Holdings,
Inc. to American Eco Corporation.
5. Form of Second Amendment of Revolving Line of Credit
Note, dated September 30, 1997.
-4-
<PAGE>
SIGNATURE
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After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in the statement
is true, complete and correct.
AMERICAN ECO CORPORATION
Date: December 30, 1997 By: /s/ Michael E. McGinnis
--------------------------
Michael E. McGinnis
Chairman, President and Chief
Executive Officer
-5-
<PAGE>
EXHIBIT INDEX
Exhibit Description
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3. Stock Option Agreement, dated December 22, 1997
between American Eco Corporation and Frank J.
and Catherine A. Fradella.
4. Form of Renewal, Extension and Modification Revolving
Line of Credit Note, dated September 22, 1997,
from EIF Holdings, Inc. to American Eco Corporation.
5. Form of Second Amendment of Revolving Line of Credit
Note, dated September 30, 1997.
AMERICAN ECO CORPORATION
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STOCK OPTION AGREEMENT
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AGREEMENT made as to this 22nd day of December, 1997 between
American Eco Corporation, an Ontario, Canada corporation (the
"Company") and Frank J. and Catherine A. Fradella (the
"Optionees").
R E C I T A L S
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WHEREAS, the Company currently owns 8,800,000 shares of the
Common Stock, no par value, of EIF Holdings, Inc., a Hawaii
corporation ("the Option Shares"); and
WHEREAS, the Company desires to provide the Optionees with
an opportunity to acquire the Option Shares on the terms and
conditions contained herein;
A G R E E M E N T
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NOW, THEREFORE, in consideration of the premises, the mutual
covenants herein set forth and other good and valuable
consideration, the parties hereto hereby agree as follows:
1. Grant of Option. Subject to the terms of this
---------------
Agreement, the Company hereby grants to the Optionees the right
to purchase (the "Option") the Option Shares. Upon the execution
of this Agreement, the Company shall deliver to the Optionees a
proxy to vote all of the Option Shares substantially in the form
attached as Exhibit A. The Date of Grant of this Stock Option is
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December 22, 1997.
2. Expiration Date. The Option may be exercised by the
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Optionees at any time until 5 p.m. on the first anniversary of
the Date of Grant, after which time the Option shall be void.
3. Exercise Price. The exercise price (the "Exercise
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Price") of the Option Shares shall be $0.65 per share, subject to
adjustment as provided in Section 6 hereof.
4. Manner of Exercise. The Option may be exercised in
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whole or in part by the Optionees jointly delivering written
notice to the Company setting forth the date of exercise thereof
(the "Exercise Date"), which shall be at least three (3) days
after giving such notice unless an earlier time shall have been
mutually agreed upon.
On the Exercise Date, Optionees shall deliver to the Company
consideration with a value equal to the aggregate Exercise Price
of the shares to be purchased, payable as follows: (a) cash,
certified check bank draft, or money order payable to the order
of the Company, or (b) any other form of payment which is
acceptable to the Company. Upon payment of all amounts due from
the Optionees, the Company shall cause certificates for the
Option Shares then being purchased to be delivered to such
Optionees at their principal business offices promptly after the
Exercise Date.
The obligation of the Company to deliver shares shall,
however, be subject to the conditions that if at any time the
Company shall determine in its discretion that the listing,
registration, or qualification of the Option or the Option Shares
upon any securities exchange or inter-dealer quotation system or
under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the Option or the issuance
or purchase of shares thereunder, the Option may not be exercised
in whole or in part unless such listing, registration,
qualification, consent, or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.
5. Rights as Stockholder. Other than the voting rights
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granted pursuant to the proxy delivered by the Company, as
required by Section 1 hereof, the Optionees will have no rights
as stockholders with respect to any shares covered by the Option
until the issuance of a certificate or certificates to the
Optionees for the shares.
6. Adjustment of Number of Shares and Related Matters.
--------------------------------------------------
STOCK SPLIT, COMBINATION, RECLASSIFICATION, ETC. In case EIF
shall at any time after the date of this Agreement (i) subdivide
the outstanding Common Stock into a larger number of shares, (ii)
combine the outstanding Common Stock into a smaller number of
shares, or (iii) issue any shares of its capital stock in
connection with a reclassification of the Common Stock (including
any such reclassification in connection with a consolidation or
merger in which the Company is the continuing corporation), the
Exercise Price in effect at the time of the record date for such
dividend or the effective date of such subdivision, combination
or reclassification, or the number and kind of securities
issuable on such date shall be proportionately adjusted so that
the Optionees shall be entitled, at no additional expense, to
receive the aggregate number and kind of securities which, if the
option had been exercised immediately prior to such date, the
Optionees would have owned upon such exercise and been entitled
to receive by virtue of such dividend, subdivision, combination
or reclassification. Such adjustment shall be made successively
whenever any event listed above shall occur.
7. Optionees' Representations. Notwithstanding all of the
--------------------------
provisions hereof, the Optionees hereby agree that they will not
exercise the Option granted hereby, and that the Company will not
be obligated to issue any shares to the Optionees hereunder, if
the exercise thereof or the issuance of such shares shall
constitute a violation by the Optionees or the Company of any
provision of any law or regulation of any governmental authority.
Any determination in this connection by the Company shall be
final, binding and conclusive. The obligations of the Company
and the rights of the Optionees are subject to all applicable
laws, rules, and regulations.
8. Investment Representation. Unless the Common Stock is
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issued to it in a transaction registered under applicable federal
and state securities laws, by his or her execution hereof, the
Optionees represent and warrant to the Company that all Common
Stock that may be purchased hereunder will be acquired by the
Optionees for investment purposes for their own account and not
with any intent for resale or distribution in violation of
federal or state securities laws.
9. Law Governing. This Agreement shall be governed by,
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construed and enforced in accordance with the laws of the state
of Texas (excluding any conflicts of law rule or principle of
Texas law that might refer to governance, construction, or
interpretation of this agreement to the laws of another state).
10. Legal Construction. In the event that any one or more
------------------
of the terms, provisions, or agreements that are contained in
this Agreement shall be held by a Court of competent jurisdiction
to be invalid, illegal, or unenforceable in any respect for any
reason, the invalid, illegal, or unenforceable term, provision,
or agreement shall not affect any other term, provision, or
agreement that is contained in this Agreement and this Agreement
shall be construed in all respects as if the invalid, illegal, or
unenforceable term, provision, or agreement had never been
contained herein.
11. Covenants and Agreements as Independent Agreements.
--------------------------------------------------
Each of the covenants and agreements that is set forth in this
Agreement shall be construed as a covenant and agreement
independent of any other provision of this Agreement. The
existence of any claim or cause of action of the Optionees
against the Company, whether predicated on this Agreement or
otherwise, shall not constitute a defense to the enforcement by
the Company of the covenants and agreements that are set forth in
this Agreement.
12. Entire Agreement. This Agreement supersedes any and
----------------
all other prior understandings and agreements, either oral or in
writing, between the parties with respect to the subject matter
hereof and constitute the sole and only agreements between the
parties with respect to the said subject matter. All prior
negotiations and agreements between the parties with respect to
the subject matter hereof are merged into this Agreement. Each
party to this Agreement acknowledges that no representations,
inducements, promises, or agreements, orally or otherwise, have
been made by any party or by anyone acting on behalf of any
party, which are not embodied in this Agreement and that any
agreement, statement or promise that is not contained in this
Agreement shall not be valid or binding or of any force or
effect.
13. Parties Bound. The terms, provisions, representations,
-------------
warranties, covenants, and agreements that are contained in this
Agreement shall apply to, be binding upon, and inure to the
benefit of the parties and their permitted successors and
assigns.
14. Modification. No change or modification of this
------------
Agreement shall be valid or binding upon the parties unless the
change or modification is in writing and signed by the parties.
15. Headings. The headings that are used in this Agreement
--------
are used for reference and convenience purposes only and do not
constitute substantive matters to be considered in construing the
terms and provisions of this Agreement.
16. Notice. Any notice required or permitted to be
------
delivered hereunder shall be deemed to be delivered only when
actually received by the Company or by the Optionees, as the case
may be, at the addresses set forth below, or at such other
addresses as they have theretofore specified by written notice
delivered in accordance herewith:
(a) Notice to the Company shall be addressed and
delivered as follows:
American Eco Corporation
11011 Jones Road
Houston, Texas 77070
Attn: Michael E. McGinnis
(b) Notice to the Optionees shall be addressed and
delivered as follows:
Frank J. and Catherine A. Fradella
c/o EIF Holdings, Inc.
616 FM 1960 West
Suite 630
Houston, Texas 77090
* * * * *
<PAGE>
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and the Optionees, to
evidence their consent and approval of all the terms hereof, have
duly executed this Agreement, as of the date specified in Section
1 hereof.
AMERICAN ECO CORPORATION
By: /s/ Michael E. McGinnis
-------------------------------
Name: Michael E. McGinnis
-----------------------------
Title: President & CEO
----------------------------
OPTIONEES
/s/ Frank J. Fradella /s/ Catherine A. Fradella
-------------------------- ------------------------------
Frank J. Fradella Catherine A. Fradella
RENEWAL, EXTENSION AND MODIFICATION
REVOLVING LINE OF CREDIT NOTE
$15,000,000.00 Houston, Texas September 22, 1997
WHEREAS, EIF HOLDINGS, INC., a Hawaii corporation ("Maker")
heretofore executed and delivered to AMERICAN ECO CORPORATION, an
Ontario, Canada corporation (the "Payee") a certain promissory
note (the "Note"), dated March 1, 1996, in the original principal
amount of Five Million Two Hundred Fifty Thousand Dollars
($5,250,000.00); and
WHEREAS, the original Note matured as of July 31, 1997;
WHEREAS, the parties desire to renew and extend the unpaid
principal balance of the Note including accrued interest on the
unpaid principal balance, calculated from the date of each
advance through date hereof.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES DESCRIBED ABOVE
AND FOR VALUE RECEIVED, the Maker hereby promises to pay to the
order of Payee in lawful money of the United States, up to the
principal sum of Fifteen Million and no/100s (U.S.
$15,000,000.00), with interest at the rate of two (2%) percent in
excess of the Prime Rate (as defined in the Note) per annum on
the unpaid and advanced principal balance hereof from the date
hereof until maturity.
Maker shall have the right, but shall not be required, to from
time to time make partial repayment of the outstanding principal
balance hereof prior to maturity, and in such event, Maker shall
have the right to request re-advancement of such partial
repayments in accordance with the terms hereof.
The principal amount hereof and all accrued interest shall be due
and payable as follows:
On or before February 18, 1998.
Past due payments hereunder shall bear interest at the rate of
12% per annum.
Both principal and interest are payable in lawful money of the
United States of America and in immediately available funds to
Payee at Houston, Texas, or at such other place as Payee may
designate in writing.
If this Note is placed in the hands of an attorney for
collection, or if it is collected through any legal proceedings,
the Maker agrees to pay reasonable attorneys' fees and other
costs of the collection, including but not limited to court
costs, of the holder hereof.
The Maker waives presentment and demand for payment, protect, and
notice of protest, and notice of protest, nonpayment and
acceleration, and agrees that its liability on this Note shall
not be affected by any renewal or extension in the time of
payment hereof, by any indulgences, releases or changes,
regardless of the number of such renewals, extensions,
indulgences, releases or changes.
Conversion Upon Closing of Stock Purchase Agreement
---------------------------------------------------
The Maker and Payee entered into a Stock Purchase Agreement on
February 2, 1996, pursuant to which the Payee will purchase
10,000,000 shares of Maker's common stock for $1,000,000.
The closing of the Stock Purchase Agreement is contingent upon
Maker's shareholders approving
In the event that the Stock Purchase Agreement is consummated, on
the date of its closing the outstanding principal balance of the
Line of Credit shall be reduced by $1,000,000, as payment of the
Payee's purchase price for the 10,000,000 shares of Maker's
Common Stock pursuant to the Stock Purchase Agreement. The Maker
shall be entitled to a re-advance of the $1,000,000 reduction in
principal of the Line of Credit.
Conversion at the Option of the Payee
-------------------------------------
1. Conversion Privileges.
---------------------
(a) The Payee is entitled, at its option, at any time after
the execution of this Line of Credit, to convert any of or all of
the then-outstanding principal amount of the Line of Credit into
Common Shares of the Maker (the "Common Shares") at the
conversion price set forth in subsection (b) below. The number
of Common Shares issuable upon the conversion of the Line of
Credit shall be determined by dividing the outstanding principal
amount by the Conversion Price (as hereinafter defined) and
rounding the result down to the nearest whole share.
(b) The conversion price for each Common Share (the
"Conversion Price") shall be equal to 85% of the five-day
weighted average closing price of the Common Shares as quoted in
the over-the-counter "pink sheets" or applicable exchange
immediately prior to the Conversion Date (defined below).
(c) If the Payee elects to convert the Line of Credit into
Common Shares, the entire outstanding principal amount of the
Line of Credit at the Conversion Date must be converted. All
accrued and unpaid interest on the Line of Credit through the
Conversion Date shall be treated as outstanding principal and
converted into Common Shares.
2. Conversion Procedure.
--------------------
(a) The conversion described in Section 1 shall be
effectuated by the Payee delivering to the Maker an executed
Notice of Conversion, a form of which is attached hereto, which
will communicate the Payee's intention to convert the Line of
Credit. No fractional shares of scrip representing fractions of
Common Shares will be issued on conversion, but the number of
shares issuable shall be rounded down to the nearest whole share.
The date on which notice of conversion is effective (the
"Conversion Date") shall be deemed to be the date on which the
Payee has delivered to the Maker a facsimile or original of the
signed Notice of Conversion, and the Common Shares will be
delivered in accordance with subsection (b) below.
(b) Within five trading days after receipt of the
documentation referred to in (a) above, the Maker shall deliver a
certificate for the number of Common Shares issuable upon the
conversion and a check for any fraction of a share. It shall be
the Maker's responsibility to take all necessary actions and to
bear all such costs to issue the Common Shares as provided
herein, including but not limited to seeking shareholder approval
for additional authorized shares of Common Stock, if necessary.
The person in whose name the certificate of Common Shares is to
be registered shall be treated as a shareholder of record on and
after the Conversion Date.
3. Fractional Shares. The Maker shall not issue fractional
-----------------
Common Shares upon the conversion of the Line of Credit.
4. Taxes on Conversion. The Maker shall pay any documentary,
-------------------
stamp or similar issue of Common Shares upon the conversion of
the Line of Credit. However, the Payee shall pay any such tax
which is due because of the Common Shares are issued in a name
other than its name.
5. Company to Reserve Common Shares. The Maker shall use its
--------------------------------
best efforts to reserve out of its authorized but unissued Common
Shares enough Common Shares to permit the conversion of the Line
of Credit. All Common Shares which may be issued upon the
conversion hereof shall be fully paid and non assessable.
6. Mergers, Etc. If the Maker merges or consolidates with
------------
another corporation or sells or transfers all of its assets to
another person and the holders of its Common Shares are entitled
to receive shares, securities or property in respect of or in
exchange for Common Shares, then as a condition of such merger,
consolidation, sale or transfer, the Maker and any such
successor, purchaser or transferee shall amend the Line of Credit
to provide that it may thereafter be converted on the terms and
subject to the conditions set forth above into the kind and
amount of shares, securities or property receivable upon such
merger, consolidation sale or transfer by a holder of the number
of Common Shares into which the Line of Credit might have been
converted immediately before such merger, consolidation, sale or
transfer, subject to adjustments which shall be as nearly
equivalent as may be practicable to adjustments provided for in
this agreement.
This Note is given in renewal, extension, enlargement and
modification, but not in cancellation, discharge or
extinguishment of the Note (described above), the terms and
provisions of which are incorporated herein by reference for all
purposes, except where in conflict with the provisions herein,
which event the terms of this renewal note shall control.
MAKER:
EIF HOLDINGS, INC.
By:
------------------------------
Name:
-----------------------------
Title:
----------------------------
ACCEPTED AND AGREED TO:
PAYEE
AMERICAN ECO CORPORATION
By:
---------------------------
Name:
-------------------------
Title:
------------------------
<PAGE>
NOTICE OF CONVERSION
--------------------
(To be executed by the Payee in order to convert the
Line of Credit)
The undersigned hereby irrevocably elects, as of __________,
to convert $__________ constituting the entire outstanding
principal amount of the Line of Credit plus accrued and unpaid
interest through the date specified above, into Common Shares of
EIF HOLDINGS, INC. according to the conditions set forth in the
Renewal, Extension and Modification of the Revolving Line of
Credit Note dated September 22, 1997.
Date of Conversion: ___________________________
Applicable Conversion Price: __________________________
Amount of Shares to be Issued: ________________________
PAYEE:
AMERICAN ECO CORPORATION
BY:
-------------------------------
NAME:
-----------------------------
TITLE:
----------------------------
Exhibit 5
SECOND AMENDMENT
REVOLVING LINE OF CREDIT NOTE
$20,000,000.00 Houston, Texas September 30, 1997
WHEREAS, EIF HOLDINGS, INC., a Hawaii corporation ("Maker")
heretofore executed and delivered to AMERICAN ECO CORPORATION, an
Ontario, Canada corporation (the "Payee") a certain promissory
note (the "Note"), dated March 1, 1996, in the original principal
amount of Five Million Two Hundred Fifty Thousand Dollars
($5,250,000.00); and
WHEREAS, the original Note matured as of July 31, 1997, and a
renewal, extension and modification of the Note (the "First
Amendment") was executed September 22, 1997;
WHEREAS, the parties desire to increase the maximum line of
credit available under the Note from $15,000,000 to $20,000,000.
NOW, THEREFORE, IN CONSIDERATION OF THE PREMISES DESCRIBED ABOVE
AND FOR VALUE RECEIVED, the Maker hereby promises to pay to the
order of Payee in lawful money of the United States, up to the
principal sum of Twenty Million and no/100s (U.S.
$20,000,000.00), with interest at the rate set forth in the Note
and First Amendment.
This Note is given in enlargement and modification, but not in
cancellation, discharge or extinguishment of the Note or First
Amendment Note (described above), the terms and provisions of
which are incorporated herein by reference for all purposes,
except where in conflict with the provisions herein, which event
the terms of this Second Amendment shall control.
MAKER:
EIF HOLDINGS, INC.
By: ____________________
Name: __________________
Title: _________________
ACCEPTED AND AGREED TO:
PAYEE:
AMERICAN ECO CORPORATION
By: ________________________
Name: ______________________
Title: _____________________
