EXHIBIT 10.56
REAFFIRMATION AND AMENDMENT OF SUBORDINATION AGREEMENT
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July 20, 1995
Shawmut Bank Connecticut, N.A.
000 Xxxx Xxxxxx
Xxxxxxxx, Xxxxxxxxxxx 00000
RE: XXXXXX MACHINE CORPORATION (THE "BORROWER")
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Gentlemen:
Reference is made to the Subordination Agreement executed by the
undersigned (the "CREDITOR") and dated March 11, 1994 as amended from time to
time (the "SUBORDINATION AGREEMENT") in favor of SHAWMUT BANK CONNECTICUT, N.A.
(the "LENDER"), pursuant to which the Creditor has subordinated the Secondary
Obligations, as defined in the Subordination Agreement, to the Primary
Obligations, as defined in the Subordination Agreement.
To induce the Lender to enter into the Third Amendatory Agreement to
Revolving Loan, Term Loan and Security Agreement annexed hereto as SCHEDULE "A"
(the "AGREEMENT"), the Creditor hereby:
1. Consents to the Agreement; and
2. Agrees that the Amount of Indebtedness of the first page of the
Subordination Agreement is hereby changed from "$1,006,000.00" to
"$1,452,000.00".
3. Affirms and ratifies the Subordination Agreement and confirms that, (i)
it does irrevocably and unconditionally subordinate to the Lender the Secondary
Obligations to the Primary Obligations upon the terms and conditions set forth
in the Subordination Agreement, (ii) the term Primary Obligations includes,
without limitation, the Agreement, and (iii) the Subordination Agreement remains
unmodified and in full force and effect and binding upon the Creditor.
Witnesses: Very truly yours,
/s/ Xxxxxxx Xxxxxxxxxxxxx MEMRY CORPORATION
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/s/ Xxxxxx X. Xxxxxx By/s/ Xxxxx X. Xxxxx
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XXXXX X. XXXXX
Its Chairman, President &
Chief Executive Officer
Duly Authorized
STATE OF CONNECTICUT)
) ss.: Hartford
COUNTY OF HARTFORD )
On this 20th day of July, 1995, personally appeared before me XXXXX X.
XXXXX, the Chairman, President and Chief Executive Officer of MEMRY CORPORATION,
the signer of the above instrument, and acknowledged the same to be his free act
and deed and the free act and deed of said corporation.
/s/ Xxxxx X. Xxxx
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Commissioner of the Superior Court
Notary Public
My Commission Expires:
Accepted and agreed to this
20th day of July, 1995.
SHAWMUT BANK CONNECTICUT, N.A.
By/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
Its Assistant Vice President
Duly Authorized
