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(For Recorder's Use) (For Recorder's use)
FIRST AMENDMENT TO MORTGAGE
(THIS AMENDMENT IS AN AMENDMENT TO ESTABLISH A FUTURE
ADVANCE MORTGAGE UNDER APPLICABLE MICHIGAN LAW)
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MORTGAGE ("Amendment") is
made effective as of the ____ day of ________, 1998 by and between Medar, Inc.,
a Michigan corporation ("Mortgagor"), whose address is 00000 Xxxxx Xxxxx Xxxxxx,
Xxxxxxxxxx Xxxxx, Xxxxxxxx 00000, and NBD Bank ("Mortgagee"), whose address is
000 Xxxxxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000.
RECITALS:
The following is a recital of facts underlying this Amendment:
WHEREAS, Mortgagee has provided certain loans and other credit
facilities to (i) Integral Vision, Ltd. ("Integral"), an entity affiliated with
Mortgagor, and (ii) Mortgagor (for convenience, Integral and Mortgagor are
sometimes hereinafter collectively referred to as the "Borrowers").
WHEREAS, Borrowers and Mortgagee are parties to an Amended and Restated
Revolving Credit and Loan Agreement dated July 31, 1998 (as the foregoing may be
amended, modified, supplemented, replaced or restated from time to time, the
"Credit Agreement"), which Credit Agreement amended and restated that certain
Revolving Credit and Loan Agreement dated August 10, 1995, as amended by
agreements dated October 12, 1995, October 31, 1995, March 29, 1996, August 11,
1996, February 27, 1997, March 28, 1997, June 27, 1997, July 15, 1997 and March
16, 1998 (as amended, "Original Credit Agreement").
WHEREAS, pursuant to the Credit Agreement, Mortgagee made available to
Borrowers a secured committed line of credit, including the availability of
letters of credit in the maximum aggregate amount of $500,000, up to a maximum
principal amount of $10,000,000 ("Line of Credit"), as evidenced by a Revolving
Note dated July 31, 1998 in the principal amount of $10,000,000 given by the
Borrowers in favor of Mortgagee (as the foregoing may be amended, modified,
restated or replaced from time to time, the
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"Revolving Note").
WHEREAS, pursuant to the Original Credit Agreement, Mortgagee made
available to the Mortgagor a term loan to purchase equipment (the "Equipment
Loan"), which Equipment Loan is evidenced by a Term Note dated March 20, 1997 in
the original principal amount of $131,315.80 given by Mortgagor in favor of
Mortgagee (the "Equipment Note").
WHEREAS, Mortgagee also extended a term loan to Mortgagor in the
original principal amount of $1,500,000 (the "1997 Mortgage Loan"), which 1997
Mortgage Loan is evidenced by an Amended and Restated Term Note, dated July 15,
1997, in the original principal amount of $1,500,000 given by Mortgagor in favor
of Mortgagee (the "1997 Mortgage Note"), which amended and restated a Term Note
dated June 29, 1993 in the original principal amount of $2,500,000 (the "1993
Mortgage Note"). Proceeds of the 1997 Mortgage Loan were used to finance the
Premises, as defined below.
WHEREAS, Mortgagee also extended a term loan to Mortgagor in the
original principal amount of $2,540,000 (the "1995 Mortgage Loan"), which 1995
Mortgage Loan is evidenced by an Installment Business Loan Note dated October
31, 1995 in the original principal amount of $2,540,000 given by Mortgagor in
favor of Mortgagee (the "1995 Mortgage Note").
WHEREAS, Mortgagee has also provided to Mortgagor a business credit
card authorization in the maximum principal amount of $60,000 ("Charge Card
Authorization") as well as various Instaloans in the current aggregate principal
amount of $101,580.71 (collectively, the "Instaloans").
WHEREAS, in connection with certain defaults under the Loan Documents,
as defined below, by the Borrowers, Mortgagee and various guarantors
(collectively, the "Parties") entered into that certain Amendment and
Forbearance Agreement on or about the date hereof (as the foregoing may be
amended, modified, supplemented, restated, or replaced from time to time, the
"Forbearance Agreement").
(For convenience, the Credit Agreement, Forbearance Agreement and all Notes, as
defined below, and all other loan and security documents executed in connection
with any of the Loans, as defined below, are hereinafter collectively referred
to as the "Loan Documents"; the Charge Card Authorization, Revolving Note,
Equipment Note, 1997 Mortgage Note, 1993 Mortgage Note, as amended, 1995
Mortgage Note, and Instaloans are hereinafter collectively referred to as the
"Notes"; and the Line of Credit, Equipment Loan, 1997 Mortgage Loan, 1995
Mortgage Loan, Charge Card Authorization and Instaloans are hereinafter
collectively referred to as the "Loans").
WHEREAS, certain of the obligations of Mortgagor to Mortgagee are
secured by that certain Amended and Restated Mortgage and Security Agreement
dated June 29, 1993 given by Mortgagor in favor of Mortgagee, as recorded in
Liber 13885, Page 40, Oakland County, Michigan Records ("Mortgage"), which
Mortgage amended and restated that certain Mortgage dated December 1, 1985, as
recorded in Liber 9225, Page 238, Oakland County Records, and which Mortgage
encumbers certain real estate and other
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collateral located in the City of Farmington Hills, Oakland County, Michigan, as
more particularly described on Exhibit A attached hereto (the "Premises")
WHEREAS, the Parties desire to amend the Mortgage to confirm the fact
that pursuant to the terms of the Forbearance Agreement, the Mortgage now
secures all of the obligations of the Borrowers to Mortgagee under the Loan
Documents and the obligations of Integral and Medar Canada, as defined below,
under their respective guarantees.
NOW, THEREFORE, the Parties agree as follows:
1. The recitals set forth above are incorporated herein by reference
and shall form a part of this Amendment and the Mortgage. Capitalized terms used
herein shall have the same meanings as in the Mortgage unless otherwise set
forth herein.
2. All references in the Mortgage to the term "Mortgage" shall mean the
Mortgage as amended by this Amendment.
3. The paragraph entitled "THE DEBT" is hereby amended to reflect the
fact that the Mortgage now secures the following ("Debt"):
(i) Credit Agreement and all other Loan Documents;
(ii) Revolving Note;
(iii) Equipment Note;
(iv) 1997 Mortgage Note;
(v) 1995 Mortgage Note;
(vi) Forbearance Agreement;
(vii) Charge Card Authorization;
(viii) Instaloans;
(ix) Guaranty and Debenture dated as of June 7, 1996 given by
Integral in favor of Mortgagee pursuant to which Integral
guaranteed the obligations of Mortgagor to Mortgagee;
(x) Guaranty and Postponement of Claim dated August 10, 1995,
given by Medar Canada, Ltd. ("Medar Canada") in favor of
Mortgagee, pursuant to which Medar Canada guaranteed the
obligations of the Borrowers to Mortgagee; and
(xi) All other present and future, direct and indirect
obligations and
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liabilities of the Borrowers, or either of them, with or
without others, however evidenced, to the Mortgagee, and
all future advances, whether obligatory or optional, from
the Mortgagee to the Borrowers, or either of them, with or
without others;
together with all extension renewals and modifications and replacement thereof
and together with all of the obligations of any of the Borrowers in connection
with any of the obligations of any of the Borrowers to Mortgagee under the Notes
or other Loan Documents and under the Forbearance Agreement.
The Mortgage shall also secure the performance of the promises and
agreements contained in the Mortgage.
4. The following is hereby added to the terms and conditions of the
Mortgage as Paragraph 25:
"25. This Mortgage is a "Future Advance Mortgage" under MCLA 565.901 et
seq. All future advances under this Mortgage and the Loan Documents
shall have the same priority as if the future advance was made on the
date that this Amendment was recorded. This Mortgage shall secure all
indebtedness of Borrowers, their respective successors and assigns
under the Mortgage, the Notes, the Loan Documents, whenever incurred,
such indebtedness to be due at the times provided in the Notes, the
Loan Documents and the Mortgage. Notice is hereby given that the
indebtedness secured hereby may increase as a result of advances under
the Line of Credit and/or any defaults hereunder by Mortgagor due to,
for example, and without limitation, unpaid interest or late charges,
unpaid taxes or insurance premiums which Mortgagee elects to advance,
defaults under leases that Mortgagee elects to cure, attorney fees or
costs incurred in enforcing the Agreement or other expenses incurred by
Mortgagee in protecting the Premises, the security of this Mortgage or
Mortgagee's rights and interests."
5. Except as amended hereby, the Mortgage is hereby restated and
republished in its entirety and remains in full force and effect and Mortgagor
hereby ratifies and confirms all of its obligations thereunder.
6. This Amendment may be executed in any number of counterparts, each
of which will be deemed to be an original of which together shall comprise but a
single instrument. This Amendment shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective successors and assigns.
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IN WITNESS WHEREOF, the parties have executed and delivered this
document on the day and year first above written.
WITNESSES:
MEDAR, INC.,
a Michigan corporation
Print name By:
Print name
Its:
Print name
"Mortgagor"
NBD BANK
By:
Print name Print name
Its:
Print name "Mortgagee"
State of Michigan )
) SS.
County of _______ )
The foregoing was acknowledged before me this ____ day of ____________,
1998 by ______________________, the _____________________________ of Medar,
Inc., a Michigan corporation, on behalf of the corporation.
Notary Public, ______________ County, MI
My Commission Expires:
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State of Michigan )
) SS.
County of _______ )
The foregoing was acknowledged before me this ____ day of ____________,
1998 by ______________, a _______________ of NBD Bank on behalf of the bank.
Notary Public, ______________ County, MI
My Commission Expires:
Drafted by and when Recorded
Return to:
Xxxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
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EXHIBIT A
Description of Real Property
Land located in the City of Farmington Hills, Oakland County, Michigan:
Xxx 0, Xxxxxxxxxx - Xxxxx Xxxxx Xxxxxxxxxx Xxxx Subdivision, as recorded
in Liber 144 of Plats, Pages 39 through 47, inclusive, Oakland County
Records.
Commonly known as 00000 Xxxxx Xxxxx Xxxxxx
Tax Parcel I.D. No.: 00-00-000-000
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