Exhibit 99.1
MODIFICATION AND FORBEARANCE AGREEMENT
This MODIFICATION AND FORBEARANCE AGREEMENT ("Agreement"), dated as of
April 23, 2008, is made by and between TRANSBOTICS CORPORATION, a corporation
organized and existing under the laws of the State of Delaware ("Borrower"), and
WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association ("Bank").
RECITALS
A. Bank and Borrower have entered into certain financing arrangements
pursuant to, among other documents, a Promissory Note dated March 27, 2006, in
the original principal amount of $750,000.00, as modified by that certain
Promissory Note dated March 2, 2007 that, among other things, increased the
principal available to $1,000,000.00 (the "Note"), such obligation being secured
by that certain Security Agreement dated March 2, 2007 (the "Security
Agreement") (and, collectively, as amended hereby, and as the same may have
heretofore been or may hereafter be further amended, modified, supplemented,
extended, renewed, restated or replaced, and together with all agreements,
documents and instruments at any time executed and/or delivered in connection
therewith or related thereto, collectively, the "Loan Documents"); and
B. As of the date hereof, Borrower is in default under the Loan
Documents as more particularly described on Exhibit A attached hereto and
incorporated herein by reference; and
C. Borrower has requested that Bank forbear from exercising its rights
as a result of such Defaults, which are continuing; and
D. Bank is willing to agree to forbear from exercising certain of its
rights and remedies to Borrower for the period and on the terms and conditions
specified herein;
NOW, THEREFORE, in consideration of the foregoing, and the respective
agreements, warranties and covenants contained herein, the parties hereto agree,
covenant and warrant as follows:
SECTION 1. DEFINITIONS
1.1 Interpretation. All capitalized terms used herein (including the
recitals hereto) shall have the respective meanings assigned thereto in the Loan
Agreement unless otherwise defined herein.
1.2 Additional Definitions. As used herein, the following terms shall
have the respective meanings given to them below and the Loan Agreement is
hereby amended to include, in addition and not in limitation, each of the
following definitions:
(a) "Existing Defaults" shall mean the Defaults that have occurred
through the date hereof as more particularly identified on Exhibit A hereto;
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(b) "Forbearance Period" shall have the meaning set forth in
Section 3.2(a) hereof;
SECTION 2. ACKNOWLEDGMENTS
2.1 Acknowledgment of Obligations. Borrower hereby acknowledges,
confirms and agrees that as of the close of business on April 23, 2008, Borrower
is indebted to Bank in respect of the Note in the principal amount of
$935,000.00, plus interest of $2,387.24. The Note, together with interest
accrued and accruing thereon, and fees, costs, expenses and other charges now or
hereafter payable by Borrower to Bank, are unconditionally owing by Borrower to
Bank, without offset, defense or counterclaim of any kind, nature or description
whatsoever.
2.2 Acknowledgment of Security Interests. Borrower hereby acknowledges,
confirms and agrees that Bank has and shall continue to have valid, enforceable
and perfected first-priority liens upon and security interests in the Collateral
heretofore granted to Bank pursuant to the Loan Documents or otherwise granted
to or held by Bank.
2.3 Binding Effect of Documents. Borrower hereby acknowledges, confirms
and agrees that: (a) each of the Loan Documents to which it is a party has been
duly executed and delivered to Bank by Borrower, and each is in full force and
effect as of the date hereof, (b) the agreements and obligations of Borrower
contained in such documents and in this Agreement constitute the legal, valid
and binding Obligations of Borrower, enforceable against it in accordance with
their respective terms, and Borrower has no valid defense to the enforcement of
such Obligations, and (c) Bank is and shall be entitled to the rights, remedies
and benefits provided for in the Loan Documents and applicable law.
SECTION 3. FORBEARANCE IN RESPECT OF CERTAIN DEFAULTS
3.1 Acknowledgment of Default. Borrower hereby acknowledges and agrees
that the Existing Defaults have occurred and are continuing, each of which
constitutes a Default and entitles Bank to exercise its rights and remedies
under the Loan Documents, applicable law or otherwise and Borrower further
represents and warrants that as of the date hereof no other Defaults under the
Loan Documents exist. Bank has not waived, presently does not intend to waive
and may never waive such Existing Defaults and nothing contained herein or the
transactions contemplated hereby shall be deemed to constitute any such waiver.
Borrower hereby acknowledges and agrees that Bank has the presently exercisable
right to declare the Obligations to be immediately due and payable under the
terms of the Loan Documents.
3.2 Forbearance.
(a) In reliance upon the representations, warranties and covenants
of Borrower contained in this Agreement, and subject to the terms and conditions
of this Agreement and any documents or instruments executed in connection
herewith, Bank agrees to forbear from exercising its rights and remedies under
the Loan Documents or applicable law in respect of or arising out of the
Existing Defaults, subject to the conditions, amendments and modifications
contained herein for the period (the "Forbearance Period") commencing on the
date hereof and ending on the earlier of: (i) July 31, 2008 or (ii) the
occurrence or existence of any Default, other than the Existing Defaults.
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(b) Upon the termination of the Forbearance Period, the agreement
of Bank to forbear shall automatically and without further action terminate and
be of no force and effect, it being expressly agreed that the effect of such
termination will be to permit Bank to exercise such rights and remedies
immediately, including, but not limited to the acceleration of all of the
Obligations; in either case without any further notice, passage of time or
forbearance of any kind.
3.3 No Other Waivers; Reservation of Rights.
(a) Bank has not waived, is not by this Agreement waiving, and has
no intention of waiving, any Defaults which may be continuing on the date hereof
or any Defaults which may occur after the date hereof (whether the same or
similar to the Existing Defaults or otherwise), and Bank has not agreed to
forbear with respect to any of its rights or remedies concerning any Defaults
(other than, during the Forbearance Period, the Existing Defaults to the extent
expressly set forth herein), which may have occurred or are continuing as of the
date hereof or which may occur after the date hereof.
(b) Subject to Section 3.2 above (solely with respect to the
Existing Defaults), Bank reserves the right, in its discretion, to exercise any
or all of its rights and remedies under the Loan Agreement and the other Loan
Documents as a result of any Defaults which may be continuing on the date hereof
or any Default which may occur after the date hereof, and Bank has not waived
any of such rights or remedies, and nothing in this Agreement, and no delay on
its part in exercising any such rights or remedies, should be construed as a
waiver of any such rights or remedies.
3.4 Fees. In consideration of the agreements set forth herein, Borrower
shall, upon the execution of this Agreement, pay to Bank a forbearance fee in
the amount of $9,350.00. Such fees are in addition to all other fees, interest,
costs and expenses payable in connection with the Loan Documents and may be
charged by Bank to any account of Borrower maintained by Bank. The fees shall be
fully earned by Bank upon the execution of this Agreement notwithstanding any
failure by Borrower to comply with any other term of this Agreement.
SECTION 4. AMENDMENTS AND SUPPLEMENTARY PROVISIONS
4.1 Maturity. The Note shall be due and payable in full as of July 31,
2008.
4.2 Payment. Borrower shall continue to make monthly payments of
accrued interest on the Note. Such interest payments shall be automatically
debited from Borrower's DDA Account Number 2000866706339 on May 30, 2008 and
June 30, 2008. Upon the execution of this Agreement, Borrower shall pay to Bank
interest currently due in the amount of $2,387.24.
4.3 Account Availability. The current sweep feature on the Note shall
be terminated and Borrower shall have no further availability to withdraw
additional funds pursuant to the Note.
4.4 Sale of Business. Upon the occurrence of any sale of all or
substantially all of the assets or stock of Borrower on or before July 31, 2008,
the proceeds of such sale shall first be used to pay and satisfy all amounts due
to Bank pursuant to the Note.
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4.5 Legal Fees. Borrower shall pay to Bank upon the execution of this
Agreement $1,500.00 toward the legal fees incurred to date by Bank. Additional
legal fees shall be paid as set forth in this Agreement.
4.6 Waiver of Automatic or Supplemental Stay; Covenant Not to Use Cash
Collateral. The Borrower hereby acknowledges and agrees that in the event of the
filing of any petition in bankruptcy by or against the Borrower:
(a) Waiver of Automatic Stay. The Borrower consents to the entry of
an order granting the Bank relief from the automatic stay of ss.362 of the
Bankruptcy Code, and shall not assert or request any other party to assert that
the automatic stay provided by ss.362 of the Bankruptcy Code shall operate or be
interpreted to stay, interdict, condition, reduce or inhibit the ability of the
Bank to enforce any rights it has by virtue of this Agreement, or the Loan
Documents, or any other rights the Bank has, whether now or hereafter acquired,
against the Borrower or against any property owned by the Borrower.
(b) Waiver of Supplemental Stay. The Borrower shall not seek or
request any other party to seek a supplemental stay or any other relief, whether
injunctive or otherwise, pursuant to ss.105 of the Bankruptcy Code or any other
provision of the Bankruptcy Code, to stay, interdict, condition, reduce or
inhibit the ability of the Bank to enforce any rights it has by virtue of this
Agreement, or the Loan Documents, or at law or in equity, or any other rights
the Bank has, whether now or hereafter acquired against the Borrower, or against
any property owned by the Borrower.
(c) No Use of Cash Collateral. The Borrower shall not seek or
request any other party to seek the use of the Bank's "cash collateral" as that
term is defined by ss.363(a) of the Bankruptcy Code.
SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS
Borrower and Guarantor hereby represent, warrant and covenant with and
to Bank as follows:
5.1 Representations in Loan Documents. Each of the representations and
warranties made by or on behalf of Borrower to Bank in any of the Loan Documents
was true and correct when made and in all material respects is, except for the
representation and warranty set forth in the Loan Agreement relating to the
non-existence of a Default, true and correct on and as of the date of this
Agreement with the same full force and effect as if each of such representations
and warranties had been made by Borrower on the date hereof and in this
Agreement.
5.2 Binding Effect of Documents. This Agreement and the other Loan
Documents have been duly executed and delivered to the Bank by Borrower and are
in full force and effect, as modified hereby.
5.3 No Conflict, Etc. The execution and delivery and performance of
this Agreement by Borrower will not violate any Requirement of Law or
Contractual Obligation of Borrower and will not result in, or require, the
creation or imposition of any Lien on any of its properties or revenues.
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5.4 Additional Defaults. The parties hereto acknowledge, confirm and
agree that any misrepresentation by Borrower, or any failure of Borrower to
comply with the covenants, conditions and agreements contained in any Loan
Document, herein or in any other agreement, document or instrument at any time
executed and/or delivered by Borrower with, to or in favor of Bank shall
constitute a Default hereunder, under the Loan Agreement and the other Loan
Documents. In the event any Person, other than Bank, shall at any time exercise
for any reason (including by reason of any Existing Default, any other present
or future Default, or otherwise) any of its rights or remedies against Borrower
or any obligor providing credit support for Borrower's obligations to such other
Person, or against Borrower's or such obligor's properties or assets, such event
shall constitute a Default hereunder.
SECTION 6. CONDITIONS TO EFFECTIVENESS OF CERTAIN PROVISIONS OF THIS
AGREEMENT. The effectiveness of the terms and provisions of Section 3.2 of this
Agreement shall be subject to the receipt by Bank of each of the following, in
form and substance satisfactory to Bank:
(a) an original of this Agreement, duly authorized, executed and
delivered by Borrower;
(b) payment of the fees payable pursuant to Section 3.4;
(c) payment of the amounts due pursuant to Section 4.2
(d) payment of the amounts due pursuant to Section 4.5;
SECTION 7. PROVISIONS OF GENERAL APPLICATION
7.1 Effect of this Agreement. Except as modified pursuant hereto, no
other changes or modifications to the Loan Documents are intended or implied and
in all other respects the Loan Documents are hereby specifically ratified,
restated and confirmed by all parties hereto as of the effective date hereof. To
the extent of conflict between the terms of this Agreement and the other Loan
Documents, the terms of this Agreement shall control. The Loan Agreement and
this Agreement shall be read and construed as one agreement.
7.2 Costs and Expenses. Borrower absolutely and unconditionally agrees
to pay to the Bank, within ten (10) days of demand by the Bank at any time and
as often as the occasion therefore may require, whether or not all or any of the
transactions contemplated by this Agreement are consummated: all fees and
disbursements of any counsel to Bank in connection with the preparation,
negotiation, execution, or delivery of this Agreement and any agreements
delivered in connection with the transactions contemplated hereby and expenses
which shall at any time be incurred or sustained by the Bank or any participant
of Bank or any of their respective directors, officers, employees or agents as a
consequence of or in any way in connection with the preparation, negotiation,
execution, or delivery of this Agreement and any agreements prepared,
negotiated, executed or delivered in connection with the transactions
contemplated hereby.
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7.3 Further Assurances. The parties hereto shall execute and deliver
such additional documents and take such additional action as may be necessary or
desirable to effectuate the provisions and purposes of this Agreement.
7.4 Binding Effect. This Agreement shall be binding upon and inure to
the benefit of each of the parties hereto and their respective successors and
assigns.
7.5 Survival of Representations and Warranties. All representations and
warranties made in this Agreement or any other document furnished in connection
with this Agreement shall survive the execution and delivery of this Agreement
and the other documents, and no investigation by Bank or any closing shall
affect the representations and warranties or the right of Bank to rely upon
them.
7.6 Release.
(a) In consideration of the agreements of Bank contained herein and
for other good and valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, Borrower, on behalf of itself and its successors,
assigns, heirs and other legal representatives, hereby absolutely,
unconditionally and irrevocably releases, remises and forever discharges the
Bank, and its successors and assigns, and its present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers,
attorneys, employees, agents and other representatives (the Bank and all such
other Persons being hereinafter referred to collectively as the "Releasees" and
individually as a "Releasee"), of and from all demands, actions, causes of
action, suits, covenants, contracts, controversies, agreements, promises, sums
of money, accounts, bills, reckonings, damages and any and all other claims,
counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a "Claim" and collectively, "Claims") of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which
Borrower or any of its successors, assigns, heirs or other legal representatives
may now or hereafter own, hold, have or claim to have against the Releasees or
any of them for, upon, or by reason of any circumstance, action, cause or thing
whatsoever which arises at any time on or prior to the day and date of this
Agreement, including, without limitation, for or on account of, or in relation
to, or in any way in connection with any of the Loan Agreement, or any of the
other Loan Documents or transactions thereunder or related thereto.
(b) Borrower understands, acknowledges and agrees that the release
set forth above may be pleaded as a full and complete defense and may be used as
a basis for an injunction against any action, suit or other proceeding which may
be instituted, prosecuted or attempted in breach of the provisions of such
release.
(c) Borrower agrees that no fact, event, circumstance, evidence or
transaction which could now be asserted or which may hereafter be discovered
shall affect in any manner the final, absolute and unconditional nature of the
release set forth above.
7.7 Covenant Not to Xxx. Borrower, on behalf of itself and its
successors, assigns, heirs and other legal representatives, hereby absolutely,
unconditionally and irrevocably, covenants and agrees with and in favor of each
Releasee that it will not xxx (at law, in equity, in any regulatory proceeding
or otherwise) any Releasee on the basis of any Claim released, remised and
discharged by Borrower pursuant to Section 7.6 above. If Borrower or any of its
successors, assigns, heirs or other legal representations violates the foregoing
covenant, Borrower, for itself and its successors, assigns, heirs and other
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legal representatives, agrees to pay, in addition to such other damages as any
Releasee may sustain as a result of such violation, all attorneys' fees and
costs incurred by any Releasee as a result of such violation.
7.8 Reaffirmation of Guaranty. Each Guarantor, if any, reaffirms its,
his or her respective obligations under the Guaranty, consents to the execution
and delivery of this Agreement, and agrees and acknowledges that its, his or her
guaranty liability shall not be diminished in any way by the execution and
delivery of this Agreement or by the consummation of any of the transactions
contemplated herein. The Guarantors have no defenses, setoffs, claims,
counterclaims or causes of action of any kind or nature whatsoever with respect
to the Loan Documents and this Agreement or the indebtedness under the Loan
evidenced and secured thereby, or with respect to any other documents or
instruments now or heretofore evidencing, securing, or in any way relating to
the indebtedness under the Loan, or with respect to the administration or
funding of the indebtedness under the Loan; and each Guarantor hereby expressly
waives, releases and relinquishes any and all such defenses, setoffs, claims,
counterclaims and causes of action, known or unknown, which may exist at this
time.
7.9 Severability. Any provision of this Agreement held by a court of
competent jurisdiction to be invalid or unenforceable shall not impair or
invalidate the remainder of this Agreement.
7.10 Time of Essence. Time is of the essence with respect to Borrower's
obligations under this Agreement.
7.11 Reviewed by Attorneys. Borrower represents and warrants to Bank
that it (a) understands fully the terms of this Agreement and the consequences
of the execution and delivery of this Agreement, () has been afforded an
opportunity to have this Agreement reviewed by, and to discuss this Agreement
and document executed in connection herewith with, such attorneys and other
persons as Borrower may wish, and (c) has entered into this Agreement and
executed and delivered all documents in connection herewith of its own free will
and accord and without threat, duress or other coercion of any kind by any
Person. The parties hereto acknowledge and agree that neither this Agreement nor
the other documents executed pursuant hereto shall be construed more favorably
in favor of one than the other based upon which party drafted the same, it being
acknowledged that all parties hereto contributed substantially to the
negotiation and preparation of this Agreement and the other documents executed
pursuant hereto or in connection herewith.
7.12 Governing Law: Consent to Jurisdiction and Venue. EXCEPT AS
OTHERWISE EXPRESSLY PROVIDED IN ANY OF THE LOAN DOCUMENTS, IN ALL RESPECTS,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, THIS AGREEMENT,
THE OTHER LOAN DOCUMENTS, THE OBLIGATIONS ARISING UNDER THE LOAN DOCUMENTS, AND
THE RELATIONSHIP BETWEEN BANK AND BORROWER SHALL BE GOVERNED BY, AND CONSTRUED
AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NORTH CAROLINA
APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO THE
PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE
UNITED STATES OF AMERICA. BORROWER HEREBY CONSENTS AND AGREES THAT THE STATE OR
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FEDERAL COURTS LOCATED IN CHARLOTTE, NORTH CAROLINA SHALL HAVE EXCLUSIVE
JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BORROWER AND
BANK PERTAINING TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR TO ANY
MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT, ANY OF THE OTHER LOAN
DOCUMENTS, OR THE RELATIONSHIP BETWEEN BANK AND BORROWER; PROVIDED, THAT BANK
AND BORROWER ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE HEARD
BY A COURT LOCATED OUTSIDE OF NORTH CAROLINA; AND FURTHER PROVIDED, THAT NOTHING
IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE BANK FROM BRINGING SUIT
OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE
OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE
OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF BANK.
BORROWER EXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY
ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BORROWER HEREBY WAIVES ANY
OBJECTION WHICH IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER
VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF SUCH LEGAL
OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. BORROWER HEREBY
WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN
ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINTS AND
OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL ADDRESSED TO BORROWER
AT THE ADDRESS SET FORTH IN SECTION 7.15 OF THIS AGREEMENT IN ACCORDANCE WITH
THE NORTH CAROLINA RULES OF CIVIL PROCEDURE.
7.13 Mutual Waiver of Jury Trial; Arbitration. BECAUSE DISPUTES ARISING
IN CONNECTION WITH COMPLEX FINANCIAL TRANSACTIONS ARE MOST QUICKLY AND
ECONOMICALLY RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH
APPLICABLE STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE
PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH
APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF
THE JUDICIAL SYSTEM AND OF ARBITRATION, TO THE EXTENT ALLOWED BY LAW, THE
PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR
PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER ARISING IN CONTRACT, TORT, OR
OTHERWISE BETWEEN BANK AND BORROWER ARISING OUT OF, CONNECTED WITH, RELATED OR
INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS
AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS RELATED
THERETO. THE FOREGOING NOTWITHSTANDING, THE BANK MAY, AT ITS OPTION, DEMAND TO
ARBITRATE ANY DISPUTE UNDER THE EXPEDITED PROCEDURES OF THE COMMERCIAL FINANCIAL
DISPUTES ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION (AAA) AND
TITLE 9 OF THE UNITED STATES CODE, AND ALL PARTIES HERETO AGREE TO SUCH
ARBITRATION. A SINGLE ARBITRATOR WILL BE APPOINTED BY THE AAA AND WILL BE A
RETIRED JUDGE OR ATTORNEY WITH EXPERIENCE OR KNOWLEDGE IN BANKING TRANSACTIONS.
A JUDGMENT MAY BE ENTERED UPON THE AWARD BY ANY COURT OF COMPETENT JURISDICTION.
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THE ARBITRATOR SHALL HAVE THE POWER TO AWARD ATTORNEYS FEES AS PROVIDED IN THIS
AGREEMENT, AND SUCH PROVISIONS ARE EXPRESSLY INCORPORATED HEREIN.
7.14 Counterparts. This Agreement may be executed in any number of
counterparts, but all of such counterparts shall together constitute but one and
the same agreement.
7.15 Notices. All notices required to be made under this Agreement or
the Loan Documents shall be in writing, signed by the party giving such notice,
and shall be delivered personally or sent by recognized overnight courier
service (such as Federal Express or UPS Next Day Delivery) or registered or
certified mail to each of the other parties hereto at the addresses set forth
herein below or at such other address within the continental United States as
such other party may designate by notice specifically designated as a notice of
change of address and given in accordance herewith. The refusal of any party to
accept delivery or the inability to deliver because of changed address of which
no notice was given shall be deemed the equivalent of receipt.
If to Bank: Wachovia Bank, National Association
---------- 000 Xxxxxx Xxxxxxxx Xxxx
Xxxxxxxxxx, Xxxxx Xxxxxxxx 00000
Attention: Xxxxxxxxx Xxxxxx
If to Borrower: Transbotics Corporation
-------------- 0000 Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
[remainder of page is intentionally left blank]
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IN WITNESS WHEREOF, this Agreement is executed and delivered as of the
day and year first above written.
BORROWER
--------
TRANSBOTICS CORPORATION
By: /s/ Xxxxxx Xxxxxxx (SEAL)
----------------------------
Name: Xxxxxx Xxxxxxx
--------------------------
Title: Chief Financial Officer
-------------------------
Sworn to and subscribed before me
This the 23 day of April , 2008
------ ----------------
/s/ Xxx Xxxxxxxxx
------------------------------------------
Notary Public
My Commission Expires: 9/14/2010
--------------------
BANK
----
WACHOVIA BANK, NATIONAL ASSOCIATION
By: /s/ Xxxxxxxxx X. Xxxxxx (SEAL)
---------------------------
Name: Xxxxxxxxx X. Xxxxxx
-------------------------
Title: Vice President
-------------------------
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EXHIBIT A
to
AMENDMENT AND FORBEARANCE AGREEMENT
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[Existing Defaults]
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Borrower is in default of the Loan Documents as follows:
1. Failure to make payments as and when due.
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