Exhibit 10.17
FIRST AMENDMENT TO
TERM NOTE
First Amendment to Term Note made as of the ____ day of December, 1996,
by and between FLEET BANK OF MAINE, a financial institution organized and
existing under the laws of the State of Maine (the "Bank") and BRUNSWICK
TECHNOLOGIES, INC., a Maine corporation with a place of business in Brunswick,
Maine (the "Maker").
W I T N E S S E T H :
WHEREAS, on May 30, 1996, the Bank and the Maker entered into a Loan
Agreement (the "Agreement") between the Bank as lender and the Maker as borrower
pursuant to which the Bank, among other matters, and subject to the terms and
conditions set forth therein, established a $1,800,000 revolving credit facility
in favor of the Maker; and
WHEREAS, also on May 30, 1996, the Maker executed a certain Term Note
(the "Note") in the original principal amount of $1,800,000 to evidence the term
loans made by the Bank to Maker under the Agreement from time to time; and
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree to
modify the Note as follows:
1. Effective as of the date hereof, but not retroactively, the Note is
hereby amended by deleting the first two paragraphs of page 1 of the Note in
their entirety and substituting in place thereof the following:
FOR VALUE RECEIVED, BRUNSWICK TECHNOLOGIES, INC., a Maine
corporation (the "Maker"), promises to pay to FLEET BANK OF MAINE (the
"Bank"), its successors and assigns, the principal sum of One Million
Eight Hundred Thousand Dollars ($1,800,000), or so much hereof as may
be outstanding hereunder from time to time in the manner and on the
terms set forth below. The principal amount hereof shall be paid by
Maker to Bank in eighty-three (83) consecutive equal monthly
installments of principal in an amount sufficient to amortize fully the
principal amount outstanding hereunder on such payment date over the
then remaining term hereof, commencing on AprilE1, 1997 and continuing
thereafter on the first day of each month to and including FebruaryE1,
2004, with one (1) final payment of all remaining principal and other
amounts due and owing hereunder on MarchE1, 2004. Regularly scheduled
payments under this Note shall be applied first to accrued interest and
then to principal.
Maker promises to pay interest (computed on the basis of the
actual number of days elapsed in a 360 day year) on the unpaid
principal balance outstanding from time to time on this Note until paid
in full (whether at maturity, by acceleration or otherwise) at a rate
of interest per annum equal to the Prime Lending Rate plus one-quarter
percent (.25%) per annum, unless a Cost of Funds or LIBOR based fixed
interest rate option is selected by Maker for the Cost of Funds
Interest Period or LIBOR Interest Period selected in accordance with,
and subject to the terms of the Loan Agreement of even or near even
date between Maker as borrower and the Bank as Lender (the "Loan
Agreement"), in
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which case the per annum interest rate shall be the LIBOR Rate or Cost
of Funds Rate, as applicable, for the interest period so selected.
Interest on the outstanding principal balance hereof is due and payable
in arrears on the first day of each month, commencing on JulyE1, 1996
and continuing thereafter on the first day of each month until maturity
(MarchE1, 2004 in the absence of a Default), whether on acceleration
following a Default or Event of Default or otherwise as aforesaid.
3. It is the intention of the parties hereto that the only modification
to the Note contemplated hereby shall be the modifications specifically effected
above. Except as so modified, the terms, provisions, covenants and agreements
set forth in the Note are hereby ratified and affirmed in all respects.
4. The Maker and the Bank hereby agree that the indebtedness evidenced
by the Note as amended hereby shall remain the same indebtedness originally
evidenced by said Note and that this Amendment represents a modification of the
original indebtedness evidenced by said Note and not a novation.
5. The Maker hereby agrees that this Note, as amended hereby, is and
shall be one integrated instrument and such instrument constitutes the legal,
valid and binding obligation of the Maker in accordance with its terms.
6. The Bank hereby agrees to affix and attach this Amendment to the
Note.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
WITNESS: FLEET BANK OF MAINE
By:
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Its:
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BRUNSWICK TECHNOLOGIES, INC.
By:
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Its:
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