COMMERCIAL MORTGAGE LOAN
------------------------
EXTENSION AND MODIFICATION AGREEMENT
------------------------------------
July 6, 1994
Cape Cod Bank and Trust Company, a Massachusetts banking company
(hereinafter the Bank), is the holder of a certain Commercial Mortgage Loan
(hereinafter the Loan) dated
September 24, 1990 from
Benthos, Inc., a corporation organized under the laws of the Commonwealth
of Massachusetts with a principal office at Xxxxxxxx Drive, North Falmouth,
Massachusetts,
collectively called the Borrower, in the original principal amount of
$1,000,000.00 with an outstanding balance as of the date hereof of $914,954.42;
and
WHEREAS, the Loan is secured by, among other collateral, a Mortgage
(hereinafter the Mortgage) concerning premises known as and numbered Lots 1, 2
and 0 Xxxxxxxx Xxxxx, Xxxxx Xxxxxxxx, Xxxxxxxxxxxxx, more particularly described
in the Mortgage (hereinafter the Premises) dated September 24, 1990 and recorded
with the Barnstable County Registry of Deeds in Book 7300, Page 344, and
registered with the Barnstable Registry District of the Land Court as Document
No. 514232; and
WHEREAS, the Loan is, or will become, due and payable in full on February
24, 1997, and the Bank is willing to extend the time for repayment to:
1) July 24, 2004,
upon the terms and conditions contained herein; and the Borrower is desirous to
extend the time for repayment of the Loan.
NOW, THEREFORE, for good and valuable consideration paid, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree that the
Loan, Mortgage, and any and all other agreements, instruments or documents
executed or delivered in connection with the establishment of the Loan
arrangement (hereinafter the Loan Documents) are amended as follows:
I. INTEREST RATE
-------------
The interest rate to be in effect with respect to the Loan commencing July
24,1994 shall be that rate (calculated based upon a 360-day year and actual days
elapsed) which is:
1) Fixed at the rate of nine and one-quarter (9.25 %) percent per annum
for ten years.
1
II. PAYMENTS: EXTENDED MATURITY DATE
--------------------------------
Commencing on August 24, 1994 and continuing on the same day of each month
thereafter, the Borrower shall repay the Loan by making:
1) Based on a 195-month amortization, consecutive equal monthly
installments of principal and interest, each of which, but the last,
shall be in the amount of $9,085.34.
UNDER OPTION 1
The FINAL PAYMENT, equal to the entire unpaid principal balance of the Loan
and all accrued and unpaid interest thereon, together with any unpaid fees,
costs and expenses shall be due and payable on July 24, 2004, (Extended Maturity
Date).
The Bank has no obligation to the Borrower or Guarantors to extend or renew
the Loan beyond the Extended Maturity Date.
III. FEES & EXPENSES
---------------
The Borrower shall pay all expenses in connection with the preparation,
execution and enforcement of this Agreement.
IV. ACCESS TO PREMISES
------------------
The Borrower, if required, shall provide complete access to the Bank or its
agents for the purposes of obtaining one additional real estate appraisal during
the term of the Loan or performing environmental analysis, including on-site
environmental testing. Borrower shall cooperate fully with any representatives
of the Bank in connection with any such action or request, and pay any fees
related thereto.
V. REPRESENTATIONS AND WARRANTIES
------------------------------
The undersigned hereby warrants and represents as follows:
(1) The Borrower is the owner of the Premises, free and clear of all
voluntary and involuntary liens and encumbrances, except for the
Mortgage.
(2) All taxes and any other fees due and payable with respect to the
Premises have been paid in full as evidenced by documentation provided
to the Bank herewith.
(3) Copies of all current insurance policies, including general liability
coverage, have been furnished to the Bank. All insurance premiums have
been paid in full.
(4) The Borrower and Guarantors will immediately furnish any missing
documents or information required by the Bank.
2
VI. COVENANTS
---------
(1) Furnish Bank monthly within 20 days after the close of each monthly
period a balance sheet and income and surplus statement reflecting the
financial condition of Borrower at the end of each such period and the
results of its operation during each such period. Said statements must
be satisfactory to the Bank.
(2) Furnish Bank annually, within 90 days after the close of each fiscal
year, a balance sheet and income and surplus statement reflecting the
financial condition of Borrower at the end of each such fiscal year
and the results of its operation during each fiscal year. Each such
balance sheet and income and surplus statement is to be audit quality
prepared by an independent certified public accountant satisfactory to
the Bank.
(3) The Borrower will furnish the Bank (if any) with executed copies of
all leases and inform the. Bank of any changes in occupancy or lease
terms at the Premises. No lease terms will be committed to that would
cause a negative impact on tenancy or the value of the Premises.
(4) The Borrower shall maintain, as of the end of each fiscal year, debt
service coverage of not less than 1.3 to 1. Said coverage ratio will
be determined as follows: From the income statement, the aggregate of
net profit after taxes plus interest expense plus one hundred (100%)
percent of the physical plants' depreciation plus fifty (50%) percent
of other depreciation divided by the aggregate of interest expense
plus the current maturity of principal for the year.
(5) There shall be no subordinate liens, voluntary or involuntary,
permitted on the Property without the written consent from the
Mortgagee.
(6) If, at the time of prepayment (in whole or in part), the Mortgagee's
Prime Rate of Interest is lower than the initial Prime Rate, the
prepayment penalty will be the difference between the initial Prime
Xxxx and the current Prime Xxxx times the amount prepaid times the
time remaining to the maturity of the note.
3
Except as amended and modified herein, all other terms and conditions of
the Loan Documents remain in full force and effect.
Executed as a sealed instrument as of the date first set forth above.
Bentos, Inc.
/s/ Xxxxxxxx X. Xxxx
-----------------------------------
Xxxxxxxx X. Xxxx, President
/s/ J. Xxxx Xxxxxxx
-----------------------------------
J. Xxxx Xxxxxxx, Treasurer
CAPE COD BANK AND TRUST COMPANY
BY: /s/ Xxxxx X. XxXxxx BY: /s/Xxxxxxxxxxx Xxxxx
--------------------------- ---------------------------
Xxxxx X. XxXxxx Xxxxxxxxxxx Xxxxx
Senior Vice President Vice President
4
COMMONWEALTH OF MASSACHUSETTS
Barnstable ss. July 21, 1994
Then personally appeared the above named X.X. Xxxx and acknowledged the
foregoing to be his/her free act and deed, before me,
/s/ Xxxxxxx Xxxx
----------------------------------------
Notary Public
My Commission Expires: _________________
XXXXXXX XXXX, Notary Public
My Commission Expires January 24, 0000
XXXXXXXXXXXX XX XXXXXXXXXXXXX
Barnstable ss. July 21, 1994
Then personally appeared the above named J. Xxxx Xxxxxxx and acknowledged
the foregoing to be his/her free act and deed, before me,
/s/ Xxxxxxx Xxxx
----------------------------------------
Notary Public
My Commission Expires: _________________
XXXXXXX XXXX, Notary Public
My Commission Expires January 24, 0000
XXXXXXXXXXXX XX XXXXXXXXXXXXX
Barnstable ss. July 21, 1994
Then personally appeared the above named Xxxxx X. XxXxxx, Senior Vice
President, and Xxxxxxxxxxx Xxxxx, Vice President, aforesaid, and acknowledged
the foregoing instrument to be the free act and deed of Cape Cod Bank and Trust
Company, before me,
/s/ Xxxxxxxxx X. Xxxxxxx
----------------------------------------
Notary Public
My Commission Expires: 10-10-97
5
