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EIGHTH MODIFICATION AGREEMENT
TO OPEN-END MORTGAGE DEED
THIS AGREEMENT made this 27th day of March, 1997, by and between EDAC
TECHNOLOGIES CORPORATION, a Wisconsin corporation with its principal place of
business at 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter
referred to as the "BORROWER") and FLEET NATIONAL BANK F/K/A FLEET NATIONAL BANK
OF CONNECTICUT F/K/A SHAWMUT BANK CONNECTICUT, N.A. F/K/A THE CONNECTICUT
NATIONAL BANK, a national banking association with an office at 000 Xxxx Xxxxxx,
XXX 000, Xxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter referred to as the "LENDER").
W I T N E S E T H:
WHEREAS, on May 12, 1989, the Borrower granted to the Lender a mortgage on
certain premises located at 0000 Xxx Xxxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxxxxx,
which mortgage was recorded in the Farmington Land Records on May 15, 1989 in
Volume 394 at Page 521, and which mortgage was modified by that certain Mortgage
Modification Agreement dated November 10, 1989 and recorded in the Farmington
Land Records on November 21, 1989 in Volume 403 at Page 644 (collectively, the
"MORTGAGE");
WHEREAS, on July 30, 1992, the parties modified the Mortgage by entering
into that certain Second Modification Agreement to Open-End Mortgage Deed
recorded in the Farmington Land Records on August 6, 1992 in Volume 446 at Page
002;
WHEREAS, on December 23, 1992, the parties modified the Mortgage by
entering into that certain Third Modification Agreement to Open-End Mortgage
Deed recorded in the Farmington Land Records on February 25, 1993 in Volume 456
at Page 1010;
WHEREAS, on March 22, 1993, the parties modified the Mortgage by entering
into that certain Fourth Modification Agreement to Open-End Mortgage Deed
recorded in the Farmington Land Records on March 31, 1993 in Volume 458 at Page
738;
WHEREAS, on March 29, 1994, the parties modified the Mortgage by entering
into that certain Fifth Modification Agreement to Open-End Mortgage Deed
recorded in the Farmington Land Records on April 19, 1994 in Volume 480 at Page
855;
WHEREAS, on February 28, 1995, the parties modified the Mortgage by
entering into that certain Sixth Modification Agreement to Open-End Mortgage
Deed recorded in the Farmington Land Records on March 3, 1995 in Volume 496 at
Page 1; and
WHEREAS, on April 10, 1996, the parties modified the Mortgage by entering
into
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that certain Seventh Modification Agreement to Open-End Mortgage Deed recorded
in the Farmington Land Records in Volume 515 at Page 376; and
WHEREAS, the parties desire to further modify the Mortgage to (a) modify
the interest rates set forth in the notes attached to the Mortgage, and (b)
amend and restate certain notes attached to the Mortgage;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is hereby agreed by and between the parties that the
Mortgage be modified as follows:
1. The first "WHEREAS" clause on Page 2 of the Mortgage is hereby
amended in its entirety to read as follows:
"WHEREAS, the Lender and the Borrower have entered into a Fifth
Amended and Restated Revolving Loan, Term Loan and Security Agreement,
dated February 28, 1995, as amended from time to time and now in effect,
(such Fifth Amended and Restated Revolving Loan, Term Loan, Equipment
Loan and Security Agreement, as amended from time to time and now in
effect, is hereinafter referred to as the "EDAC LOAN AGREEMENT"),
pursuant to which the full amount of the revolving loan therein
authorized (the "EDAC REVOLVING LOAN") is NINE MILLION DOLLARS
($9,000,000.00). Pursuant to the EDAC Loan Agreement, all or part of the
Revolving Loan proceeds are permitted to be advanced from time to time
(the "EDAC REVOLVING LOAN ADVANCES") and shall be secured by this
Mortgage. The EDAC Revolving Loan shall be evidenced by the promissory
note annexed hereto and made a part hereof as SCHEDULE K (the "REVOLVING
PROMISSORY NOTE"). The initial EDAC Revolving Loan Advance and future
EDAC Revolving Loan Advances, if any, may be either evidenced by
additional notes or recorded in an account on the books of the Lender as
specified in SECTION 4.1 hereof. The EDAC Loan Agreement provides for
repayment of all or a portion of the outstanding balance of the EDAC
Revolving Loan proceeds, together with interest thereon, from time to
time. The entire principal balance of the EDAC Revolving Loan, together
with accrued interest, shall be due and payable ON DEMAND; and"
2. The Mortgage is hereby modified by deleting the following "WHEREAS"
clauses:
"WHEREAS, the Borrower is justly indebted to the Lender pursuant to
a certain Equipment Promissory Note dated March 29, 1994, in the maximum
principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00) the
"EQUIPMENT LINE OF CREDIT"), a copy of which note is attached
hereto and made a part hereof as SCHEDULE L (the "EQUIPMENT PROMISSORY
NOTE"); and
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"WHEREAS, the Borrower is justly indebted to the Lender pursuant to
a certain Equipment Promissory Note II dated February 28, 1995, in the
maximum principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
(the "EQUIPMENT LINE OF CREDIT II"), a copy of which note is attached
hereto and made a part hereof as SCHEDULE N (the "EQUIPMENT PROMISSORY
NOTE II") and inserting the following in lieu thereof; and"
and inserting the following in lieu thereof:
"WHEREAS, the Borrower is justly indebted to the Lender pursuant to
a certain Equipment Promissory Note III dated on or about March 28, 1997
in the maximum principal amount of Three Million Dollars ($3,000,000.00)
(the "EQUIPMENT LINE OF CREDIT III"), a copy of which note is attached
hereto and made a part hereof as SCHEDULE L (the "EQUIPMENT PROMISSORY
NOTE III"); and
"WHEREAS, the Borrower is justly indebted to the Lender pursuant to
a certain Amended and Restated Promissory Note dated on or about March
28, 1997 in the original principal amount of $541,153.34 (the "SECOND
TERM NOTE"), a copy of which note is attached hereto and made a part
hereof as SCHEDULE N; and"
3. The last "WHEREAS" clause of the Mortgage (which collectively defines
all of the obligations of the Borrower to the Lender as the "LOAN") is hereby
amended in its entirety to read as follows:
"WHEREAS, the obligations of the Borrower to repay principal under
the Term Note, the ESOT Guaranty, the Equipment Promissory Note III, the
Second Term Note; the EDAC Revolving Loan, the Revolving Promissory Note
and the EDAC Loan Agreement (hereinafter collectively referred to as the
"LOAN") shall not exceed in the aggregate $15,864,354.75;"
4. SCHEDULE K to the Mortgage is hereby deleted and replaced with SCHEDULE
K attached hereto and made a part hereof.
5. SCHEDULE L to the Mortgage is hereby deleted and replaced with SCHEDULE
L attached hereto and made a part hereof.
6. SCHEDULE M to the Mortgage (which is the Term Note) is hereby
amended by:
a. Deleting the language "eight and sixty-five hundredths percent
(8.65%) per annum" on page one of Schedule M and inserting "seven
and sixty-five hundredths percent (7.65%) per annum."
b. Deleting the date "April 1, 1993" on page one of Schedule M and
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replacing it with "April 1, 1997."
c. Deleting the date "April 1, 1998" on page one of
Schedule M and replacing it with "March 1, 2002."
d. Deleting the date "April 30, 1998" on page one of
Schedule M and replacing it with "March 31, 2002."
e. Deleting the first full paragraph on page two of
Schedule M in its entirety and substituting the following in
lieu thereof:
To the extent allowed by applicable law, after the occurrence
of an Event of Default, all outstanding principal and unpaid
interest shall bear, until paid, interest at a rate per annum
(the "DEFAULT RATE") equal to three (3) points above the
interest rate specified above.
7. SCHEDULE N to the Mortgage (which is the Equipment Promissory Note
II) is hereby deleted.
8. All capitalized terms not otherwise defined herein shall have the
same meaning as set forth in the Mortgage.
9. Except as modified by this Agreement and any previous modifications,
the rights, privileges, duties and obligations of the parties hereto under the
Mortgage shall remain unchanged, in full force and effect and binding upon the
parties thereto. Nothing herein contained shall operate to release the
Mortgagor from its liability to pay the obligations, and to keep and perform all
of the terms, conditions, obligations and agreements, contained in the Mortgage,
as hereinbefore modified.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective seals to be affixed hereto as of the date set
forth on the first page hereof.
WITNESS: BORROWER:
EDAC TECHNOLOGIES CORPORATION
By:
-----------------------------
Xxxxxx X. Xxxxxxxxx
Its Vice President
Duly Authorized
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LENDER:
FLEET NATIONAL BANK f/k/a FLEET NATIONAL
BANK OF CONNECTICUT f/k/a SHAWMUT BANK
CONNECTICUT, N.A.
By:
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Xxxxx Xxxxxxx
Its Vice President
Duly Authorized
STATE OF CONNECTICUT )
) ss.: Farmington
COUNTY OF HARTFORD )
The foregoing instrument was acknowledged before me this 27th day of March,
1997, by XXXXXX X. XXXXXXXXX, the Vice President of EDAC TECHNOLOGIES
CORPORATION, a Wisconsin corporation, on behalf of the corporation.
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Commissioner of Superior Court
Notary Public
My Commission Expires:
STATE OF CONNECTICUT )
) ss.: Farmington
COUNTY OF HARTFORD )
The foregoing instrument was acknowledged before me this 27th day of March,
1997, by Xxxxx Xxxxxxx, the Vice President of Fleet National Bank f/k/a Fleet
National Bank of Connecticut f/k/a SHAWMUT BANK CONNECTICUT, N.A., a national
banking association, on behalf of the banking association.
------------------------------------
Commissioner of Superior Court
Notary Public
My Commission Expires:
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