Ex. 10.62
MODIFICATION AGREEMENT
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This Agreement made as of the 11th day of October, 2001 by and between
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Citizens Bank of Massachusetts having its principal place of business at 00
Xxxxx Xxxxxx, Xxxxxx Xxxxxxxxxxxxx 00000 (the "LENDER") and Implant Sciences
Corporation of Wakefield, Massachusetts (hereinafter referred to as the
"BORROWER", which term shall include its successors and assigns); and Xxxxxxx
Xxxxxx (hereinafter referred to as "GUARANTOR" which term shall include any
successors and assigns).
WHEREAS, on January 16, 1998, Borrower executed and delivered to
Lender its Commercial Promissory Note in the principal amount of Seven Hundred
Fifty Thousand and no/100 Dollars ($750,000.00) Dollars (the "Note"), the
payment of which was secured, inter alia, by a Security Agreement dated May 1,
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1996 and a Commercial Term Loan, Revolving Loan and Security Agreement dated as
of December 22, 1999 (the "LOAN AGREEMENT");
WHEREAS, Lender and Borrower have agreed to revise the terms of the
Loan Agreement and to revise all other documents related to or securing the
Note; and
WHEREAS, Lender requires additional collateral for Borrower's
obligations under the Note and the Loan Agreement, including Guarantor's limited
guaranty;
WHEREAS, Lender and Borrower have requested Guarantor's assent to said
revisions.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained and other good and valuable consideration, the receipt whereof is
hereby acknowledged, it is hereby agreed by and among Borrower, Lender and
Guarantor as follows:
1. As of the date hereof, Borrower's obligations pursuant to the
Note are the only Obligations (as that term is used in the Loan Agreement)
remaining outstanding and subject to the Loan Agreement.
2. As of the date set forth above, the principal balance of the
Note is THREE HUNDRED SIXTY-SEVEN SIX HUNDRED FORTY-SEVEN and 12/100
($367,647.12) DOLLARS.
3. Section 8 (Financial Covenants) of the Loan Agreement is hereby
amended by deleting the first sentence.
4. Lender hereby agrees that Borrower's failure to comply with the
Net Loss Covenant in Section 8.2 of the Loan Agreement, as amended hereby, for
any quarter ending September 30, 2001 through and including June 30, 2002 shall
not constitute an Event of Default under the Loan Agreement.
5. All other terms and conditions of the Note as amended hereby
shall remain in full force and effect.
6. Borrower shall execute, acknowledge and deliver to Lender
contemporaneously herewith the Deposit Pledge Agreement and Deposit Pledge
Control Agreement prepared in connection with this Agreement.
7. Guarantor shall execute, acknowledge and deliver to Lender
contemporaneously herewith the Deposit Pledge Agreement, the Limited Guaranty
and a Deposit Pledge Control Agreement prepared in connection with this
Agreement.
8. All instruments, documents and agreements entered into with
respect to the original Seven Hundred Fifty Thousand and no/100 ($750,000.00)
Dollar Loan by Lender to Borrower shall be deemed to refer to the Loan Agreement
as amended hereby and said instruments, documents and agreements are hereby
deemed amended accordingly.
9. The parties hereto, including the Guarantor, hereby ratify,
confirm, and approve all of said instruments, documents and agreements as
amended.
10. The terms hereof shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
WITNESS: BORROWER:
IMPLANT SCIENCES CORPORATION
/s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
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Its: Chief Executive Officer
GUARANTOR:
/s/ Xxxxxxx Xxxxxxx /s/ Xxxxxxx Xxxxxx
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Xxxxxxx Xxxxxx, individually
LENDER:
CITIZENS BANK OF MASSSACHUSETTS
By: /s/ Xxxxx XxXxxxxxx
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Its: Vice President
COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Date: 10/11/01
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Then personally appeared the above-named Xxxxxxx X. Xxxxxx, of Implant
Sciences Corporation and acknowledged the foregoing instrument to be the free
act and deed of said corporation before me,
/s/ Xxxxxxx Xxxxxxx
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Notary Public
My commission expires 2/4/05
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COMMONWEALTH OF MASSACHUSETTS
Suffolk, ss. Date: 10/11/01
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Then personally appeared the above-named Xxxxxxx Xxxxxx and acknowledged
the foregoing instrument to be his own free act and deed before me,
/s/ Xxxxxxx Xxxxxxx
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Notary Public
My commission expires 2/4/05
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