Exhibit 10.1
SOVEREIGN
FOURTH PROMISSORY NOTE MODIFICATION AGREEMENT
This Modification Agreement made this 5th, day of December, 2006,
by and between The Xxxxx Electronics Corporation, having an address of 00
Xxxxxx Xxxx, Xxxxxxx, XX 00000 (the "Borrower") and Sovereign Bank having
an address of 000 Xxxxxx Xxxxxxxx, Xxxxx Xxxxx, XX 00000 (the "Lender")
Whereas, on November 1, 1999, the Borrower obtained from Lender a
Revolving Line of Credit evidenced by a Promissory Note of same date in
the principal amount of Five Hundred Thousand and 00/100 Dollars,
($500,000.00) (the "Principal Amount") bearing the same date (the
"Note"). The Note has a maturity date due and payable on demand (the
"Maturity Date"); and
Whereas, the interest rate on the Promissory Note provided
for a variable rate of Lender's Prime Rate plus .25% (the "Rate");
Whereas, on November 1, 2000, Borrower obtained from
Lender a Note Modification Agreement, which Agreement modify the Interest
Rate to Lenders' Prime Rate plus .25%, subject to change as and when the
Bank's Prime Rate changes. The estimated maturity date was extended to
October 21, 2001 (the "First Modification"); and
Whereas, on November 1, 2004, Borrower obtained from Lender a Note
Modification Agreement, which Agreement changed the Note and Line of
Credit facility to be due and payable on demand, to a hard maturity of
October 31, 2005 (the "Second Modification"); and
Whereas, on October 31, 2005, Borrower obtained from Lender a Note
Modification Agreement, which Agreement changed the Note and Line of
Credit facility to be due and payable on demand, to a hard maturity of
December 1, 2006 (the "Third Modification"); and
Whereas, the outstanding principal balance owing on the
Note as of December 1, 2006, is Zero and 00/100 Dollars ($0.00) (the
"Outstanding Balance"); and
Whereas, at the request of the Borrower and in agreement of Lender
the Note will be modified.
Now Therefore, in consideration of the mutual benefits inuring to
Borrower, Grantors and Lender and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged and
intending to be legally bound hereby, it is agreed that the Note is
modified as described below.
1. Upon execution of the within Agreement, the Note and
Line of Credit facility shall be extended from December 1, 2006 until
February 28, 2007 (the "Maturity Date"), on which date all principal,
accrued unpaid interest, and fees if any, shall be due and payable in
full. All referenced to the Maturity Date in the Loan Documents shall be
modified accordingly.
All terms of the Note will continue to be fully effective, except
to the extent that any of them are expressly changed by this Agreement.
The undersigned hereby confirms and acknowledges that they have no
defense, counterclaim or setoff, which could affect the enforceability of
the Promissory Note and other Loan Documents and hereby reaffirms the
validity of the all other Documents.
This Modification Agreement will be binding upon the parties
hereto, as well as their Successors and Assigns, as the case may be.
In Witness Hereof, the Parties hereto have hereunto set their hands
and seal this 1st day of December 5, 2006.
WITNESS: LENDER:
Sovereign Bank
/s/ Xxxxx XxXxxxxx By: /s/ Xxxx Xxxxxx
Xxxxx XxXxxxxx Vice President
WITNESS: BORROWER:
The Xxxxx Electronics Corporation
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx H.D. Xxxxx, President
Xxxxx X. Xxxxxxx Xxxx H.D. Xxxxx, President
The Xxxxx Electronics Corporation
51048259 18/34
