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FORBEARANCE AGREEMENT AND AMENDMENT
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This Forbearance Agreement and Amendment (hereinafter, this
"AGREEMENT") is entered into as of March 18, 1997 by and between:
The First National Bank of Boston (hereinafter, the "BANK"), a national
banking association, having a principal place of business at 000
Xxxxxxx Xxxxxx, Xxxxxx, Xxxxxxxxxxxxx;
BancBoston Leasing Inc. (hereinafter, "BBL"), a Massachusetts
corporation having a principal place of business at 000 Xxxxxxx Xxxxxx,
Xxxxxx, Xxxxxxxxxxxxx;
Centennial Technologies, Inc. (hereinafter, the "BORROWER"), a
corporation organized under the laws of the State of Delaware, having a
principal place of business at 00 Xxxxxxx Xxxx, Xxxxxxxxx,
Xxxxxxxxxxxxx;
NCT, Inc. (hereinafter, "NCT"), a corporation organized under the laws
of the Commonwealth of Massachusetts, having a principal place of
business at 00 Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx;
Century Electronics Manufacturing, Inc. (f/k/a Century Industries,
Inc.) (hereinafter, "CENTURY"), a corporation organized under the laws
of the State of Delaware, having a principal place of business at 00
Xxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxxxx; and
Design Circuits, Inc. (hereinafter "DCI"), a corporation organized
under the laws of the Commonwealth of Massachusetts, having a principal
place of business at 000 Xxxxxxxx Xxxx, Xxxxxxxxxxxx, Xxxxxxxxxxxxx
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
WITNESSETH:
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1. BACKGROUND. On September 14, 1994, the Bank and the Borrower entered
into a Revolving Credit and Security Agreement, pursuant to which the
Bank agreed, subject to the terms therein contained, to make certain
revolving credit loans to the Borrower. The Revolving Credit and
Security Agreement was thereafter amended by a certain Amendment No. 1
and Waiver dated as of November 8, 1995 and by a certain Amendment No.
2 dated as of November 12, 1996 (the Revolving Credit and Security
Agreement as so amended shall hereinafter be referred to as the "LOAN
AGREEMENT"). The Borrower's obligations to the Bank are secured by a
first priority perfected security interest in and to all of the
Borrower's personal property, including,
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without limitation, all of the Borrower's accounts, inventory,
equipment, general intangibles, patents, trademarks, copyrights, key
man life insurance policies, and securities (including the stock of NCT
and Century owned by the Borrower) (collectively, the "COLLATERAL").
In addition, the obligations of the Borrower to the Bank have been
unconditionally guaranteed by each of NCT, Century and DCI
(collectively, the "GUARANTORS"). To secure their respective guaranties
(each, a "GUARANTY" and collectively, the "GUARANTIES"), each of the
Guarantors has granted the Bank a security interest in and to all of
their respective personal property, including, without limitation, all
of their accounts, inventory, equipment, general intangibles, patents,
trademarks, copyrights, and securities (including the stock of DCI
owned by Century) (collectively, the "GUARANTOR ASSETS").
Further, on October 6, 1994, BBL entered into a Master Lease Agreement
(together with all schedules thereto, the "MASTER LEASE AGREEMENT" with
the Borrower, pursuant to which BBL leases certain personal property to
the Borrower. The obligations of the Borrower under the Master Lease
Agreement are secured by, among other things, a security interest in
and to all of the Collateral.
Various Events of Default have arisen under the Loan Agreement and the
Master Lease Agreement and the Borrower and the Guarantors have
requested that the Bank and BBL forbear from exercising their rights
and remedies on account of such defaults. The Bank and BBL are willing
to so forbear BUT ONLY upon the terms and conditions set forth herein.
2. DEFINITIONS. All capitalized terms used herein and not otherwise
defined shall have the same meaning herein as in the Loan Agreement.
3. OUTSTANDING OBLIGATIONS.
a. The Borrower and each of the Guarantors (individually, each an
"OBLIGOR" and collectively, the "OBLIGORS") acknowledge and
agree that they are jointly and severally obligated to the
Bank to pay the Obligations and that as of March 18, 1997, the
Obligations consist of:
Principal: $8,356,729.49
Interest through March 18, 1997: $ 34,360.16,
plus interest hereafter accruing, costs, and expenses,
including, without limitation, attorneys' fees, consultants'
fees, and commercial finance examination fees.
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b. The Borrower acknowledges and agrees that SCHEDULE 1 hereto
accurately reflects the original cost of the property subject
to the Master Lease Agreement and schedules thereto, which is
presently owned by BBL.
c. The Obligors further acknowledge and agree that none of them
have any offsets, defenses, or counterclaims (i) against the
Bank with respect to the Loan Agreement, the Guaranties , the
other Loan Documents, or otherwise, or (ii) against BBL with
respect to the Master Lease Agreement, or otherwise, and to
the extent that any such offsets, defenses or counterclaims
may exist, the Obligors each hereby WAIVE and RELEASE same.
The Obligors shall execute and deliver to the Bank and BBL
such releases as the Bank or BBL may request to confirm the
foregoing.
d. The Obligors each ratify and confirm that their respective
obligations to the Bank (as modified hereby), including,
without limitation, those under the Loan Agreement and the
Guaranties, are secured by the Collateral and the Guarantor
Assets.
e. The Borrower ratifies and confirms that its obligations to BBL
are secured by the Collateral.
4. FORBEARANCE BY BANK. The Bank and BBL will each forebear from
exercising their respective rights and remedies upon default under the
Loan Documents and the Master Lease Agreement, as applicable, until the
earlier of (i) April 18, 1997, or (ii) the occurrence of a Termination
Event (the period commencing on the date hereof and ending on the
earlier of (i) or (ii) above shall hereinafter be referred to as the
"FORBEARANCE PERIOD"):
5. AMENDMENTS TO LOAN DOCUMENTS. From and after the date hereof, the Loan
Documents are hereby amended as follows (which amendments shall survive
the expiration of the Forbearance Period):
a. Section 1.1 of the Loan Agreement is hereby amended by
deleting the definition of "Borrowing Base" in its entirety
and substituting the following in its stead:
BORROWING BASE. on any date of determination thereof, the
least of
(a) $10,750,000, MINUS the aggregate face amount of all
outstanding letters of credit, in the amounts originally
issued or as reduced pursuant to their terms, which are either
outstanding or which have been drawn and paid by the bank but
not reimbursed by the borrower, or
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(b) The sum of (i) 80% of eligible accounts and (ii) the
lesser of (A) 35% of eligible inventory and (B) $5,500,000 (or
such lesser percentages or amounts as the Bank may in its
reasonable discretion determine from time to time upon thirty
days' written notice to the Borrower) and (iii) the lesser of
(A) $1,125,000.00 or (B) the amount of the federal income tax
refund payable to the Borrower for tax years ending prior to
February 28, 1997, MINUS the sum of (i) $2,000,000 and (ii)
the aggregate face amount of all outstanding letters of
credit, in the amounts originally issued or as reduced
pursuant to their terms, which are either outstanding or which
have been drawn and paid by the Bank but not reimbursed by the
Borrower, or
(c) 175% of the then outstanding trade payables of the
Borrower.
b. Section 1.1 of the Loan Agreement is hereby amended by
deleting the definition of "Maximum Commitment" in its
entirety and substituting the following in its stead:
Maximum Commitment. $10,750,000 or any lesser amount,
including zero, resulting from a termination or reduction of
such amount in accordance with the terms of this agreement.
c. Section 1.1 of the Loan Agreement is hereby amended by
deleting the definition of "Maximum Overdraft Amount."
d. Section 1.1 of the Loan Agreement is hereby amended by adding
the following at the end of the definition of "Security
Documents":
and the Intercompany Note and the Investment Pledge.
e. Section 1.1 of the Loan Agreement is hereby amended by adding
the following at the end of clause (iii) of the definition of
"Subsidiary Guarantees" after the words "in favor of the
Bank":
, and (iv) the guaranty, dated as of March 18, 1997
made by Centennial Capital Corporation in favor of
the Bank,
f. Section 1.1 of the Loan Agreement is hereby amended by adding
the following at the end of clause (iii) of the definition of
"Subsidiary Security Agreements" after the words "and the
Bank":
and (iv) the pledge agreement dated as of March 18,
1997, between Centennial Capital Corporation and the
Bank,
g. Section 1.1 of the Loan Agreement is hereby amended by adding
the following new definitions:
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INTERCOMPANY NOTE. The Promissory Note payable to the Borrower
from DCI evidencing the indebtedness due from DCI to the
Borrower, together with all modifications and amendments
thereto and restatements thereof.
INVESTMENT PLEDGE. The Pledge Agreement dated March 18, 1997
executed by the Borrower in favor of the Bank, pursuant to
which the borrower has pledged all of its investment
securities to the Bank to secure the obligations, together
with all modifications, amendments, supplements, and
restatements thereto.
TRADE PAYABLES. All liabilities, obligations, and indebtedness
of the Borrower incurred for the purchase of goods and
services.
h. The Loan Agreement is hereby amended by deleting all rights of
the Borrower to select or obtain LIBOR Rate Loans, and, except
with respect to any existing LIBOR Rate Loans, all definitions
and provisions relating thereto are hereby deleted in their
entirety.
i. The Loan Agreement is hereby amended by deleting all
references to the Overdraft Facility, as such facility has not
been, and will not be, established in favor of Triax, and the
Bank is hereby released from all obligations with respect
thereto.
j. The Loan Agreement is hereby amended by deleting Section 2.7
in its entirety and substituting the following in its stead:
SEC. 2.7 INTEREST RATE AND PAYMENT OF INTEREST. So
long as no event of default is continuing, each base
rate loan shall bear interest for the period
commencing with the drawdown date thereof and ending
on the last day of the interest period with respect
thereto at a rate per annum equal to the aggregate of
the base rate and one percent (1%). At the option of
the Bank, after the occurrence of an Event of
Default, amounts payable under any of the loan
documents shall bear interest (compounded monthly and
payable on demand in respect of overdue amounts) at a
rate per annum which is equal the aggregate of the
base rate and four percent (4%) until such amount is
paid in full or (as the case may be) such event of
default has been cured or waived in writing by the
Bank (after as well as before judgment).
The Bank agrees that the foregoing default rate is not
presently in effect and shall not be charged until the earlier
of (i) the occurrence of any Termination Event, or (ii) the
expiration of the Forbearance Period, for periods following
such event.
k. The Loan Agreement is hereby amended by deleting the words
"and for Permitted Acquisitions" appearing in Section 4.16
thereof.
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l. Section 5.1 of the Loan Agreement is hereby amended by adding
the following new subsections:
(k) as and when completed by the Borrower's auditors, restated
financial statements for the period beginning with fiscal year
1994 through the second quarter of fiscal year 1997;
(1) as and when filed with the Internal Revenue Service,
copies of the Borrower's federal income tax returns.
m. The Loan Agreement is hereby amended by deleting clause (iv)
of Section 6.9 thereof which reads "(iv) Investments in
Permitted Acquisitions."
n. Section 7.3 of the Loan Agreement is hereby amended as
follows:
- By deleting the introductory clause of subparagraph
(a) in its entirety and substituting the following in
its stead:
SCHEDULED ACCOUNTS. Deliver to the bank daily:
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- By deleting the provisions of subparagraph (B) in
their entirety and substituting the following in
their stead:
BORROWING BASE CERTIFICATE. Deliver to the bank,
daily, a borrowing base certificate, substantially in
the form of Exhibit 7.3(B) hereto.
- By deleting the provisions of subparagraph (g) in
their entirety and substituting the following in
their stead:
(g) SCHEDULE OF INVENTORY. Deliver to the bank a
schedule of inventory in form and substance
satisfactory to the bank, on Tuesday of each week (as
of the preceding Friday), and at such other intervals
and for such periods as the bank may request,
itemizing and describing the kind, type, and quantity
of inventory and location and the borrower's cost
thereof, and providing such other details as the bank
may require from time to time.
o. Section 9.1 of the Loan Agreement is hereby amended by
deleting subsection (d) thereof in its entirety and replacing
such subsection with the following:
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(d) WITH A COPY TO:
XXXXXX & XXXXXXXXXX
XXXXX XXXXXX XXXXX
XXXXXX, XXXXXXXXXXXXX 00000
ATTENTION: XXXXX X. XXXXXX, ESQUIRE
TELEPHONE 000-000-0000
TELECOPIER 000-000-0000
6. CONDITIONS TO FORBEARANCE.
a. During the Forbearance Period, and notwithstanding any prior
notice of termination of the Bank's Commitments, after the
Borrower has utilized all cash presently in its possession or
control, the Bank shall, subject to the terms hereof and the
other Loan Documents, make such loans and advances in
accordance with the provisions of Section 2.1(a) of the Loan
Agreement as requested by the Borrower. The Bank shall have no
obligation to issue any Letters of Credit for the account of
the Borrower at any time hereafter.
b. During the Forbearance Period, the Borrower shall make lease
payments to BBL and shall make payments of principal (except
for payments of principal due solely as a result of
acceleration of the Obligations by the Bank) and interest on
the amounts due under the Loan Agreement, in each case as and
when due under the Master Lease Agreement and Loan Documents.
In addition, upon the Borrower's receipt of any federal or
state income tax refunds or proceeds from the sale or other
disposition of any of assets of any Obligor, the Borrower
shall deliver same to the Bank for application to the
Obligations. The entire outstanding balance due under the
Master Lease Agreement and the Loan Agreement shall be due and
payable in full upon the expiration of the Forbearance Period.
c. Upon the execution hereof, Centennial Capital Corporation
shall deliver to the Bank an unconditional guaranty of the
payment and performance of the Obligations in form
satisfactory to the Bank. In addition, to secure such guaranty
and the Obligations, Centennial Capital Corporation shall
execute and deliver to the Bank a pledge agreement and such
other documents as may be necessary to grant the Bank a first
priority perfected security interest in all of its assets.
d. Upon the execution hereof, the Borrower shall deliver to each
of BBL and the Bank a pledge agreement, in form satisfactory
to BBL and the Bank, pursuant to which the Borrower shall
pledge and grant a security interest in all of its "investment
portfolio" (as more Particularly
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described on SCHEDULE 2 hereto) to secure the Obligations and
the Master Lease Agreement.
e. During the Forbearance Period, the Borrower shall deliver to
the Bank weekly, on Tuesday of each week (as of the preceding
Friday), a report to reflect the actual results of operations
compared to those set forth in the projections furnished to
the Bank and annexed hereto as SCHEDULE 3.
f. On or before the date hereof, the Borrower shall furnish to
the Bank copies of its filed tax returns which will reflect
(and confirm the Borrower's representations to the Bank) that
the Borrower is entitled to tax refunds of at least
$3,000,000. The tax returns shall include as the Borrower's
address the address of the lock box at the Bank.
g. In consideration of the Bank's entering into this Agreement,
upon the execution hereof, the Borrower shall pay the Bank the
sum of Ten Thousand and no/100 Dollars ($10,000.00) as a
forbearance fee. Such fee shall be fully earned upon payment
and shall not be subject to refund or rebate under any
circumstances. The forbearance fee shall not be applied in
reduction of the principal, interest or other amounts due in
connection with the loan arrangement.
h. Prior to the effectiveness of this Agreement, DCI shall
execute a lockbox agreement satisfactory to the Bank. The Bank
agrees to hold the lockbox agreement in escrow and not to
implement the lockbox agreement until the earlier of (i) April
11, 1997, or (ii) the termination of the Forbearance Period.
In the event that an agreement reasonably satisfactory to the
Bank is entered into providing for either (x) the sale of the
assets or capital stock of DCI, or (y) the refinancing of DCI,
prior to the occurrence of (i) or (ii) , above, the Bank will
further delay the implementation of the lockbox arrangement
for such further period as the Bank shall deem reasonable in
the circumstances. If implemented, all collections received in
the lockbox shall be applied in reduction of the Obligations
as set forth in the Loan Documents.
i. Upon the execution hereof, DCI shall execute and deliver to
the Borrower a Promissory Note (in form as satisfactory to the
Bank) evidencing the indebtedness due from DCI to the Borrower
(the "INTERCOMPANY NOTE"). The Intercompany Note shall be
collaterally assigned to BBL and the Bank as further security
for the Master Lease Agreement and the Obligations.
j. The Borrower shall cooperate with the Bank's consultants and
shall furnish such information as the consultants may
reasonably request.
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The Bank shall not require its consultants to undertake an
on-site audit of the books and records of Triax Technology
Group Ltd. ("Triax") during the Forbearance Period only
(reserving the right to undertake such on-site audit at any
time thereafter) as long as (i) the audit of Triax undertaken
by Coopers & Xxxxxxx is promptly furnished to the Bank and its
consultants, and (ii) the information contained therein is
reasonably satisfactory to the Bank and its consultants, and
(iii) the Borrower and Triax promptly respond to any inquiries
made and furnish any information requested by the Bank and its
consultants. All reasonable costs and expenses of the Bank's
consultants shall be paid by the Borrower within five (5)
business days of delivery to the Borrower of a detailed
itemization of the Bank's consultant's expenses. Any payment
by the Borrower shall be without prejudice to the Borrower's
right to thereafter object to the reasonableness of such costs
and expenses.
k. During the Forbearance Period, the Commitment Fee set forth in
Section 2.3 of the Loan Agreement shall not accrue and the
Borrower shall not be obligated to pay same.
l. During the Forbearance Period, except as otherwise
specifically provided herein, the Obligors shall continue to
comply with all of the other terms and conditions of the Loan
Documents and the Master Lease Agreement.
m. Upon the execution hereof, the Borrower shall pay all
reasonable costs and expenses, including, without limitation,
reasonable attorneys' fees, consultants' fees, and commercial
finance examination fees, which have been incurred by the Bank
and BBL in connection with its loan and lease arrangements
with the Borrower.
7. TERMINATION EVENTS. The occurrence of any of the following shall
constitute a "TERMINATION EVENT" within the meaning of the within
Agreement:
a. The failure of the Borrower or any Guarantor to make any lease
payment or payment of principal, interest, or other amounts
due to BBL or the Bank under this Forbearance Agreement when
due.
b. The occurrence of any Default or Event of Default after the
date hereof under the Master Lease Agreement or any of the
Loan Documents (provided that, the failure of the Borrower to
comply with the provisions of Sections 5.7 through 5.10 of the
Loan Agreement during the Forbearance Period shall not
constitute a Termination Event).
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c. The failure by any Obligor to satisfy all of the terms and
conditions of this Agreement as and when due.
d. The determination by the Bank that any representation or
warranty made to the Bank by any Obligor in connection with
this Forbearance Agreement was not true, correct and accurate
in any material respect when made or given.
e. The failure of the Borrower to operate its business
substantially in accordance with, or the failure of the
Borrower to substantially achieve the results set forth in,
the projections furnished to the Bank on March 3, 1997.
f. The failure of the Obligors, on or before March 25, 1997, to
furnish the Bank with evidence of their respective corporate
resolutions authorizing their entering into this Agreement and
all other documents ancillary hereto.
For purposes of this Section 7, the Bank acknowledges that any event of
default PRESENTLY EXISTING by virtue of the Borrower's failure to comply with
the financial covenants set forth in Section 5.7 through 5.10 of the Loan
Agreement and the failure of Xxxxxxx Xxxxx to control the Borrower's management
shall not constitute a basis for the declaration of a Termination Event
hereunder; provided that the Bank is not waiving any rights upon any further
breach of such provisions after expiration of the Forbearance Period.
Upon the occurrence of any Termination Event, the Bank may immediately
cease making loans and advances to the Borrower and the Bank and BBL may
exercise any or all of their rights and remedies on default to which the Bank or
BBL is, or to which the Bank or BBL would be entitled against any Obligor on
account of or in respect of the Loan Documents or the Master Lease Agreement.
8. ADDITIONAL REPRESENTATIONS AND WARRANTIES. As a partial inducement for
BBL and the Bank to enter into the within Agreement, the Obligors hereby warrant
and represent to the Bank and to BBL that:
a. Each of the Obligors is a validly existing corporation in good
standing under the laws of the state of its incorporation;
b. The execution and delivery of this Agreement and all
documents, instruments, and agreements executed and delivered
incidental hereto will be duly authorized by all necessary
corporate action;
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c. The persons executing this Agreement and all documents,
instruments, and agreements executed incidental hereto on
behalf of each of the Obligors will be duly authorized to do
so;
d. This Agreement and all documents, instruments, and agreements
executed incidental hereto constitute the valid and binding
obligations of the Obligors each enforceable in accordance
with their terms; and
e. There is no indebtedness due from Century to the Borrower.
9. GENERAL.
a. This Agreement shall be binding upon each Obligor and such
Obligor's successors and assigns and shall enure to the
benefit of BBL, the Bank and BBL's and the Bank's successors
and assigns. In the event that BBL or the Bank assigns or
transfers its rights under this Agreement, the assignee shall
thereupon succeed to and become vested with all rights,
powers, privileges, and duties of BBL or the Bank hereunder
and BBL or the Bank shall thereupon be discharged and relieved
from its duties and obligations hereunder.
b. Any determination that any provision of this Agreement or any
application thereof is invalid, illegal, or unenforceable in
any respect in any instance shall not affect the validity,
legality, or enforceability of such provision in any other
instance, or the validity, legality, or enforceability of any
other provision of this Agreement.
c. No delay or omission by BBL or the Bank in exercising or
enforcing any of BBL's or the Bank's rights and remedies shall
operate as, or constitute, a waiver thereof. No waiver by BBL
or the Bank of any of BBL's or the Bank's rights and remedies
on any one occasion shall be deemed a waiver on any subsequent
occasion, nor shall it be deemed a continuing waiver.
d. This Agreement and all other documents, instruments, and
agreements executed in connection herewith incorporate all
discussions and negotiations between the Obligors, BBL and the
Bank, either express or implied, concerning the matters
included herein and in such other instruments, any custom,
usage, or course of dealings to the contrary notwithstanding.
No such discussions, negotiations, custom, usage, or course of
dealings shall limit, modify, or otherwise affect the
provisions hereof. No modification, amendment, or waiver of
any provision of this Agreement or of any provision of any
other agreement between any Obligor and BBL or the Bank shall
be effective unless executed in
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writing by the party to be charged with such modification,
amendment and waiver, and if such party be BBL or the Bank,
then by a duly authorized officer thereof.
e. Except as modified hereby, all terms and conditions of the
Master Lease Agreement, Loan Agreement, the Guaranties, and
other Loan Documents remain in full force and effect. The Bank
and BBL are not hereby waiving any Defaults, Events of Default
or rights and remedies which exist under the Master Lease
Agreement or the Loan Documents and the Bank and BBL reserve
the right upon expiration of the Forbearance Period to
undertake such action as a result of such Defaults and Events
of Default as the Bank or BBL may determine. In particular,
without limiting the generality of the foregoing, the Bank and
BBL have not waived any Defaults or Events of Default, or the
respective rights and remedies of the Bank and/or BBL arising
as a result thereof, which may have occurred as a result of
any misrepresentation made by or on behalf of any one or more
of the Obligors.
f. This Agreement and all rights and obligations hereunder,
including matters of construction, validity, and performance,
shall be governed by the laws of The Commonwealth of
Massachusetts. The Obligors each submit to the jurisdiction of
the Courts of said Commonwealth for all purposes with respect
to this Agreement and the Obligors' relationship with the Bank
and BBL.
g. Each Obligor makes the following waiver knowingly,
voluntarily, and intentionally, and understands that the Bank
and BBL, in entering into the within Forbearance Agreement, is
relying thereon. EACH OBLIGOR, TO THE EXTENT OTHERWISE
ENTITLED THERETO, HEREBY IRREVOCABLY WAIVES ANY PRESENT OR
FUTURE RIGHT OF THAT OBLIGOR TO A JURY IN ANY TRIAL OF ANY
CASE OR CONTROVERSY IN WHICH THE BANK OR BBL IS OR BECOMES A
PARTY (WHETHER SUCH CASE OR CONTROVERSY IS INITIATED BY OR
AGAINST THE BANK OR BBL OR IN WHICH THE BANK OR BBL IS JOINED
AS A PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES OUT OF,
OR IS IN RESPECT OF, ANY RELATIONSHIP BETWEEN THE BORROWER OR
ANY SUCH PERSON AND THE BANK OR BBL.
h. Each Obligor shall execute such instruments and documents as
BBL and the Bank may from time to time request in connection
with the Master Lease Agreement, Loan Agreement, the
Guaranties, the Loan Documents, the within Agreement and the
arrangements contemplated hereby.
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It is intended that this Agreement take effect as a sealed instrument.
CENTENNIAL TECHNOLOGIES, INC. DESIGN CIRCUITS, INC.
By: By:
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Print Name: Print Name:
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Title: Title:
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CENTURY ELECTRONICS NCT, INC.
MANUFACTURING, INC.
By: By:
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Print Name: Print Name:
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Title: Title:
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AGREED AND ACCEPTED BY:
THE FIRST NATIONAL BANK OF BOSTON
By:
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Print Name:
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Title:
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BANCBOSTON LEASING INC.
By:
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Print Name:
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Title:
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