EXHIBIT 10.2


 


SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT


AND DEMAND SECURED PROMISSORY NOTE


 


THIS SECOND AMENDMENT TO LOAN AND SECURITY
AGREEMENT AND DEMAND SECURED PROMISSORY NOTE (this "Amendment") is made and entered into this twenty-fifth day
of September, 2014, by and between Janel World Trade, Ltd., a Nevada corporation, and The Janel Group of New York, a
New York corporation, and The Janel Group of Illinois, an Illinois corporation, and The Janel Group of Georgia, a
Georgia corporation, and The Janel Group of Los Angeles, a California corporation, and Janel Ferrara Logistics, LLC,
a New Jersey limited liability company, and Alpha International, LP, a New York limited partnership, and PCL Transport,
LLC, a New Jersey limited liability company (individually, jointly and severally, the "Borrower" or "Obligor'')
with its chief executive office and principal place of business at 150-14 132nd Avenue, Jamaica, NY 11434, and Presidential
Financial Corporation, a Georgia corporation (hereinafter referred to as "Lender") with an office at 3460
Preston Ridge Road, Suite 550, Alpharetta, Georgia, 30005.


 


Recitals:


 


Lender and Borrower
are parties to a certain Loan and Security Agreement dated March 27, 2014 (as at any time amended, the "Loan Agreement")
pursuant to which Lender has made and may from time to time hereafter make loans and other financial accommodations to Borrower.
All Advances under the Loan Agreement are evidenced by, and are repayable with interest as provided in, the Demand Secured Promissory
Note made by Borrower to the order of Lender and dated March 27, 2014 (as at any time amended, the "Note").


 


For a temporary period
of time beginning as of the date of this Agreement and ending on October 9, 2014, the parties agree to increase the line of credit
available to the Borrower under the Loan Documents to Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00) from
Five Million and No/100 Dollars ($5,000,000.00) and hereby agree to amend the Loan Agreement and the Note as hereinafter set forth.


 


NOW, THEREFORE, for
TEN DOLLARS ($10.00) in hand paid and other good and valuable consideration, the receipt and sufficiency of which are hereby severally
acknowledged, the parties hereto, intending to be legally bound hereby, agree as follows:


 


1.          Definitions.
Capitalized terms used in this Amendment, unless otherwise defined herein, shall have the meaning ascribed to such terms in
the Loan Agreement.


 


2.          Amendments
to Loan Agreement. The Loan Agreement is hereby amended as follows:


 


(a)          By striking the
definition of "Maximum Loan Amount" in Schedule A of the Loan Agreement and by substituting in lieu thereof the
following:


 


"Maximum Loan Amount"
means Five Million Five Hundred Thousand and No/100 Dollars ($5,500,000.00) for the period of time from September 25, 2014
through October 8, 2014. Effective October 9, 2014, the Maximum Loan Amount means Five Million and No/100 Dollars ($5,000,000.00).


 




    	 



    	 



    

 


3.          Ratification
and Reaffirmation. Borrower hereby ratifies and reaffirms the Obligations, each of the Loan Documents, and all of Borrower's
covenants, duties, indebtedness and liabilities under the Loan Documents.


 


4.          Acknowledgments
and Stipulations. Borrower acknowledges and stipulates that each of the Loan Documents executed by Borrower creates legal,
valid and binding obligations of Borrower that are enforceable against Borrower in accordance with the terms thereof; all of the
Obligations are owing and payable on demand without defense, offset or counterclaim (and to the extent there exists any such defense,
offset or counterclaim on the date hereof, the same is hereby knowingly and voluntarily waived by Borrower); the security interests
and liens granted by Borrower in favor of Lender are duly perfected, first priority security interests and liens; and the unpaid
principal amount outstanding as of the close of business on September 24, 2014, totaled $4,459,314.52.


 


5.          Representations
and Warranties. Borrower represents and warrants to Lender, to induce Lender to enter into this Amendment, that no Default
or Event of Default exists on the date hereof; the execution, delivery and performance of this Amendment have been duly authorized
by all requisite corporate action on the part of Borrower and this Amendment has been duly executed and delivered by Borrower;
and except as may have been disclosed in writing by Borrower to Lender prior to the date hereof, all of the representations and
warranties made by Borrower in the Loan Agreement are true and correct on and as of the date hereof.


 


6.          Reference
to Loan Agreement. Upon the effectiveness of this Amendment, each reference in any Loan Document to "this Agreement"
or "this Note" or to the words "hereunder" or "herein" or words of like import shall mean and be
a reference to such Loan Document, as and to the extent amended by this Amendment.


 


7.          Breach
of Amendment. A breach of any representation, warranty or covenant herein shall constitute an Event of Default.


 


8.          Amendment
Fee. In consideration of Lender's willingness to enter into this Amendment as set forth herein, Borrower agrees to pay
to Lender an amendment fee in the amount of $5,000.00 in immediately available funds on the date hereof. Additionally, Borrower
agrees to pay, on demand, all costs and expenses incurred by Lender in connection with the preparation, negotiation and execution
of this Amendment and any other Loan Documents executed pursuant hereto and any and all amendments, modifications, and supplements
thereto, including, without limitation, the costs and fees of Lender's legal counsel and any taxes, filing fees and other expenses
associated with or incurred in connection with the execution, delivery or filing of any instrument or agreement referred to herein
or contemplated hereby.


 




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9.          Release
of Claims. To induce Lender to enter into this Amendment, Borrower hereby RELEASES, ACQUITS AND FOREVER DISCHARGES Lender,
and all officers, directors, agents, employees, successors and assigns of Lender, from any and all liabilities, claims, demands,
actions or causes of action of any kind or nature (if there be any), whether absolute or contingent, disputed or undisputed, at
law or in equity, or known or unknown, that Borrower now has or ever had against Lender arising under or in connection with any
of the Loan Documents or otherwise. Borrower represents and warrants to Lender that Borrower has not transferred or assigned
to any Person any claim that Borrower ever had or claimed to have against Lender.


 


10.         Effectiveness;
Governing Law. This Amendment shall be effective upon acceptance by Lender in Alpharetta, Georgia (notice of which acceptance
is hereby waived), whereupon the same shall be governed by and construed in accordance with the internal laws of the State of Georgia.


 


11.         No Novation,
Etc. Except as otherwise expressly provided in this Amendment, nothing herein shall be deemed to amend or modify any provision
of the Loan Agreement, the Note or any of the other Loan Documents, each of which shall remain in full force and effect. This Amendment
is not intended to be, nor shall it be construed to create, a novation or accord and satisfaction, and the Loan Agreement as herein
modified shall continue in full force and effect.


 


12.         Successors
and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors
and assigns.


 


13.         Further
Assurances. Borrower agrees to take such further actions as Lender shall reasonably request from time to time in connection
herewith to evidence or give effect to the amendments set forth herein or any of the transactions contemplated hereby.


 


14.         Miscellaneous.
This Amendment may be executed in any number of counterparts and by different parties to this Amendment on separate counterparts,
each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement.
Any manually executed signature page to this Amendment delivered by a party by facsimile or other electronic transmission shall
be deemed to be an original signature hereto. Section titles and references used in this Amendment shall be without substantive
meaning or content of any kind whatsoever and are not a part of the agreements among the parties hereto. This Amendment expresses
the entire understanding of the parties with respect to the subject matter hereof and may not be amended except in a writing signed
by the parties.


 


15.         Waiver
of Jury Trial. To the fullest extent permitted by applicable law, each party hereby waives the right to trial by jury in any
action, suit, counterclaim or proceeding arising out of or related to this Amendment.


 




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IN WITNESS WHEREOF, the parties hereto
have caused this Amendment to be duly executed and delivered by their respective duly authorized officers on the date first written
above.


 


	JANEL WORLD TRADE, LTD.	 	THE JANEL GROUP OF LOS ANGELES, INC.
	 	 	 	 	 
	By:	/s/ Philip J. Dubato	 	By:	/s/ Philip J. Dubato
	 	Philip J. Dubato, CFO	 	 	Philip J. Dubato, CFO
	 	 	 	 	 
	THE JANEL GROUP OF NEW YORK, INC.	 	JANEL FERRARA LOGISTICS, LLC
	 	 	 	 	 
	By:	/s/ Philip J. Dubato	 	By:	/s/ Philip J. Dubato
	 	Philip J. Dubato, CFO	 	 	Philip J. Dubato, CFO
	 	 	 	 	 
	THE JANEL GROUP OF ILLINOIS, INC.	 	ALPHA INTERNATIONAL, LP
	 	 	 	By:	Janel Alpha GP LLC, G.P.
	 	 	 	By:	Janel World Trade Ltd.
	By:	/s/ Philip J. Dubato	 	 	 
	 	Philip J. Dubato, CFO	 	 	 
	 	 	 	By:	/s/ Philip J. Dubato
	 	 	 	 	Philip J. Dubato, CFO
	 	 	 	 	 
	THE JANEL GROUP OF GEORGIA, INC.	 	PCL TRANSPORT, LLC
	 	 	 	By:	Janel World Trade Ltd., Managing Member
	 	 	 	 	 
	By:	/s/ Philip J. Dubato	 	 	 
	 	Philip J. Dubato, CFO	 	By:	/s/ Philip J. Dubato
	 	 	 	 	Philip J. Dubato, CFO


 


	 	Accepted:
	 	 
	 	Presidential Financial Corporation
	 	("Lender")
	 	 	 
	 	By:	/s/ James P. Lehr
	 	Name:	James P. Lehr
	 	Title:	Secretary


 




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