EXHIBIT 10
FIRST-CITIZENS BANK & TRUST COMPANY
North Carolina Note Modification Agreement
May 16, 1997 Account# Future Obligation
$1,136,695.60 Obligator# 41730 Current Obligation # 17616
Outstanding Principal Balance as of the Date of this Agreement
The Parties to this Note Modification Agreement (this "Agreement") are:
o First Citizens Bank & Trust Company ("Lender"), the current owner and
holder of the Note and secured party under the terms of each instrument
which secures repayment of the Note.
o The following parties (collectively, the "Borrower," whether one or more),
each of whom is obligated under the terms of the Note as an original maker
or as one who has assumed the obligations of an original maker:
NDC Automation, Inc.
o The following parties (collectively, the "Guarantor" whether one of
more), if any, each of whom is obligated as a surety, guarantor or
endorser of the Note:
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ORIGINAL NOTE
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This Agreement modifies, amends and supplements that note (the "Note")
identified as follows:
Original amount of Note $1,387,000.00
Original date of Note February 17, 1993
Original payee: The original payee of the Note was First Citizens Bank & Trust
Company, unless the following blank is completed, in which case the original
payee was:
Original maker(s): The original makers(s) of the Note was/were the Borrower(s)
identified in this Agreement unless the following blank is completed, in which
case the original maker(s) was/were the following.
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Borrower has requested that the Note and other Loan Documents be modified.
Lender has agreed to the modifications, subject to the terms and provisions of
this Agreement. For and in consideration of the premises, the parties to this
Agreement agree that the terms of the Note identified above and all other Loan
Documents executed in connection therewith are modified, amended and
supplemented as of the date of the Agreement (unless otherwise specified) to
effect the following changes to the loan transaction: (Complete applicable
sections. Sections not completed are deleted.)
1. REPAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE NOTE. The outstanding
principal balance on the Note shall be payable, with interest (and with
credit insurance premiums, if applicable) as follows:
Interest Rate: Interest shall accrue on the outstanding principal balance
(Complete Section A or B or C)
(A) At the rate of 9.50 percent per annum.
(B) At the rate of______ percent per annum above (or below, if
checked) the Prime Rate established from the time to time by
First Citizens Bank & Trust Company (the "Index Rate"), not to
exceed a maximum total rate of ________percent per annum nor
fall below a minimum total rate of _______percent per annum.
Unless otherwise checked below, increases or decreases in the
total
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rate due to changes in the Index Rate shall become effective
on the calendar day each such change in the Index Rate occurs.
Increases or decreases in the total rate due to changes in the Index
Rate shall be effective on the first day of the calendar month
following the month in which such change in the Index Rate occurs.
If multiple changes in the Index Rate during a calendar month, the
Index Rate on the last day of the calendar month shall be
applicable.
(C) See Note Modification Agreement Addendum for interest rate
provisions, the terms and provisions of which are incorporated
herein by reference.
Payment Terms: (Complete Section A or B or C.)
(A) Amortizing Payments. The outstanding principal balance and
accrued interest (and credit insurance premiums, if applicable
shall be payable in 23 equal consecutive monthly (monthly,
quarterly, semi-annually, etc.) payments of $ 13,911.64 each
commencing on June 16, 1997 (the "Regular Payment Commencement
Date") and on the same day of each such calendar period
thereafter and one final payment of the balance due on May 16,
1999 (hereinafter referred to as "Maturity"), unless sooner
paid. The payment amount specified includes principal and
interest (and credit insurance premiums, if applicable).
Prior to the Regular Payment Commencement Date, interest on
the outstanding principal balance (and credit insurance
premiums, if applicable) shall be payable____________(monthly,
quarterly, semi-annually, etc.) beginning and consecutively on
the same day of each such calendar period thereafter until the
Regular Payment Commencement Date.
(B) Principal Payment Terms. The outstanding principal balance
shall be: (Complete Section 1 or 2 or 3)
(1) Payable in one single payment on _______________________
(hereafter referred to as "Maturity).
(2) Payable in ______________equal consecutive
_______________(monthly, quarterly, semi-annually, etc.)
payments of $__________each commencing on
__________________and on the same day of each such
calendar period thereafter and one final payment of the
balance due on _____________________(hereafter referred
to as "Maturity"), unless sooner paid.
(3) Payable on demand. (Note: This option is available only
for letter of credit).
Interest and Insurance Premium Payment Terms: In addition to
the principal payment(s) identified above, interest on the
outstanding principal balance (and credit insurance premiums,
if applicable) shall be (Complete Section 1 or 2).
(1) Payable in full on demand (if the Note contains a call
provision or is payable on demand) or at Maturity,
whichever first occurs.
(2) Payable ________________ (monthly, quarterly,
semi-annually. etc.) beginning _________________and
consecutively on the same day of each such calendar
period thereafter, with any accrued but unpaid interest
(and credit insurance premiums, if applicable) due and
payable in full on demand (if the Note contains a call
provision or is
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payable on demand) or at Maturity, whichever first
occurs.
(C) Other. See Note Modification Agreement Addendum for
payment terms the terms and provisions of which are
incorporated herein by reference.
2. CALL PROVISION. At any time after __________________Lender has the right
and option to "call" the Note due and payable and to demand payment in
full of the entire unpaid principal balance due under the Note, together
with all interest and other charges then accrued hereunder.
3. MODIFICATION FEE. A loan modification fee of $ 2,840.00 is due and
payable to Lender upon the signing of this Agreement.
4. COLLATERAL. All collateral securing the Note shall remain as collateral
for the Note as modified by this Agreement unless expressly released by
Lender. The following ADDITIONAL collateral and/or instruments is/are
being given to secure repayment of the Note.
5. OTHER MODIFICATIONS:
ALL OF THE "ADDITIONAL PROVISIONS" APPEARING ON THE REVERSE SIDE OF THIS
AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND ARE A MATERIAL PART OF THIS
AGREEMENT.
IN WITNESS WHEREOF, (i) each individual signing this Agreement has hereunto set
his or her hand and adopted as his or her seal the word "SEAL" set forth beside
his or her name, intending this to be a sealed instrument, (ii) Lender has
caused this Agreement to be executed in its name by a person or persons duly
authorized, and (iii) each other entity has caused this Agreement to be executed
in its name by a person or persons duly authorized and, if a corporation, its
corporate seal to be affixed hereto, otherwise having adopted the word "SEAL"
set forth beside its name as its seal, intending this to be a sealed instrument,
all by authority duly given and alias of the date of this Agreement.
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BUSINESS ENTITY INDIVIDUALS
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NDC AUTOMATION, INC.________________(SEAL) __________________________________
BY _/s/ ▇▇▇▇▇ ▇. Dollander__________(SEAL) __________________________________
TITLE President ____________________(SEAL) __________________________________
BY /s/ ▇▇▇▇▇▇ Imbleau_____________(SEAL) __________________________________
TITLE _CFO__________________________(SEAL) __________________________________
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See Signature Addendum for additional signatures of Borrower(s) and Guarantor(s)
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INSURANCE DISCLOSURE
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Credit insurance is not required to obtain credit and will not be provided
unless I sign and agree to pay the additional cost. I want the
following insurance.
Type Premium
___ Credit Life $___________________
___ Joint Credit Life $___________________
___ Credit Disability/Accident TOTAL $___________________
& Health ("A&H") (Available only on Borrower A)
________________________________________________________________________________
Borrower A Age/DOB
________________________________________________________________________________
Borrower B (Joint Life Only) Age/DOB
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Note: Credit insurance is available only for an individual borrower and
co-borrowers - it is NOT available for guarantors or endorsers. Credit insurance
is not available for directors or officers of corporations, partners or limited
partners of partnerships, or managers or members of limited liability companies
unless such persons sign individually as makers or co-makers on the Note. A&H
Insurance is not available for commercial purpose loans.
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NO CREDIT INSURANCE
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I do not desire any credit insurance. I request the cancellation of any
credit insurance presently in force for my loan and the refund of any
unearned premium.
________________________________________________________________________________
Borrower A
________________________________________________________________________________
Borrower B
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PROPERTY INSURANCE
If I am required to have property insurance for this loan, I may furnish it
through existing policies I own or I may obtain it through any insurer
authorized to transact insurance business in this state. If I get the insurance
through Lender. I will pay $___________________ for a policy period of
___________________ months.
AGREED: FIRST CITIZENS BANK & TRUST COMPANY (SEAL)
BY: /s/ ▇▇▇ Ignasher___________________________________
Sales Associate # 18869 ▇▇▇▇. # ▇▇▇
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Additional Provisions of Note Modification
1. DEFINITION OF TERMS: References to "First Citizens Bank & Trust Company"
include any financial institution merged with and into First Citizens Bank
& Trust Company. The term "Note" as used in this Agreement referred to the
original Note identified on the front of this Agreement. The Note, an
instruments executed to secure repayment of the Note, all loan commitment
letters and loan agreements, and all other loan documents executed in
connection With the loan transaction evidenced by the Note are
collectively referred to in this Agreement as the Loan Documents." The
terms "Note" and "Loan Documents" include any prior renewals, extensions
or modifications thereof.
2. PRIME RATE: The Lender's "Prime Rate ` of interest, as, that term is used
in this Agreement, means that rate established from time to time by Lender
and identified as such within Lender's offices.. The term "Prime Rate"
shall be used as a mean's of identifying a rate of interest index and not
as a representation by Lender that the Prime Rate is necessarily the
lowest or most favorable rate of interest offered to borrowers by Lender
generally, and no Borrower or Guarantor shall have any claim or right of
action based on such premise.
3. VARIABLE RATE: Notwithstanding any other provision of the Note or this
Agreement, if the interest rate increases during the remaining term of the
loan, Lender may (1 ) increase the amount of the periodic payment to have
the loan fully amortized at Maturity, (2) extend the Maturity, or (3)
require the resulting increase to be paid at Maturity, or any combination
of the foregoing, all in Lender's discretion as determined from time to
time by Lender. (Except that if this loan is subject to the federal Truth
in Lending Act and its implementing regulations, the foregoing shall not
be enforced in conflict with the disclosures given pursuant thereto.).
4. LATE CHARGE: Unless the principal and interest are repayable in one single
payment, there shall be a late charge of 4% of the unpaid balance or any
payment past due for 15 days or more. If this is a modification of a
"PayAnyDay" loan (i.e., a loan under which payments are not past due until
the last day of the calendar month in which a payment is due, then a
payment will be considered "late" for purposes of assessing a late charge
if a payment is made after the last day of the calendar month in which it
is due.
5. FUTURE MODIFICATIONS: Any subsequent modifications, Extensions or renewals
of the Note or any of the other Loan Documents may, at Lender's option, be
made on Lender's standard forms. Such forms may identity Lender as the
original lender, payee on the Note, beneficiary of any deed of trust, and
secured party in any security instrument, notwithstanding the fact that
First Citizens Bank & Trust Company may not have been designated as the
original payee or secured party in the original Loan Documents.
6. SECURITY INSTRUMENTS: This Agreement amends, modifies, and supplements any
instrument given to secure repayment of the Note to reflect the changes to
the loan transaction described herein. (in addition, each instrument given
to secure repayment of the Note is hereby amended by adding the Following
language thereto:
"The terms or the Note evidencing the indebtedness secured by this
instrument may be modified from time to time by agreement between the
parties obligated thereon and the holder of the Note, including, but
not limited to, a modification to increase (the interest rate, to
change the payment and/or payment schedule, to change the maturity
▇▇▇▇, and/or to extend time for the payment of such indebtedness and
such Note as so modified shall continue to be secured hereby and with
a priority as or the date of this instrument (or, if this instrument
has been recorded, as of the date of recordation), regardless of
whether any such modification is reduced to writing or recorded."
7. NOTE MODIFICATION AGREEMENT ADDENDUM: Any Note Modification Agreement
Addendum incorporated into this Agreement by reference shall be fully
binding on each Borrower and Guarantor, jointly and severally, when signed
or initialed by or on behalf of any one or more of the Borrowers.
8. LOAN DOCUMENTS: All of the Loan Documents are hereby modified, amended and
supplemented to the extent necessary to effect the changes to the loan
transaction specified in this Agreement. The terms of the Note and all
other Loan Documents remain unchanged and in full force and effect, except
as modified by this Agreement.
9. LIABILITY OF PARTIES: The Note, as modified by this Agreement, shall be
the joint and several obligation of each Borrower, regardless of whether
such Borrower was an original maker of the Note. Each Guarantor (whether
surety, guarantor or endorser) consents to the terms of this Agreement and
agrees to be bound by the terms of this Agreement as a part of the
Guarantor's continuing obligation. Sureties, guarantors and endorsers who
do not sign this Agreement will nonetheless be bound by the terms of this
Agreement as a part of their continuing obligation. This Agreement shall
not release or diminish the liability of any surety, guarantor or
endorser.
10. MISCELLANEOUS: This Agreement shall be binding upon, and inure to the
benefit of, the parties to this Agreement and their
successors-in-interest. This Agreement is not a novation, rather, it
constitutes a modification to the (terms of an existing contractual
relationship between the parties and is not intended as a cancellation of
the original debt or the creation of a new debt. The parties to this
instrument confirm and ratify the terms of the Note and all other Loan
Documents, as modified by this Agreement.
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