Exhibit 10.19
FIRST AMENDMENT TO
DEMAND NOTE
First Amendment to Demand 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 $1,500,000 revolving credit facility
in favor of the Maker; and
WHEREAS, also on May 30, 1996, the Maker executed a certain Demand Note
(also referred to in the Agreement as a Revolving Credit Note) (the "Note") in
the original principal amount of $1,500,000 to evidence the revolving credit
loans made by the Bank to Maker under the Agreement from time to time; and
WHEREAS, on or about the date hereof, the undersigned entered into a
First Amendment to Loan Agreement pursuant to which the parties agreed to amend
the Agreement to increase the revolving credit facility from $1,500,000 to
$2,500,000; and
WHEREAS, the parties desire to further amend the Note to confirm such
increase in the revolving credit facility;
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 numbers "$1,500,000" from the second line of page
1 of the Note and substituting therefor "$2,500,000", such that the face amount
of the Note shall be $2,500,000.
2. Effective as of the date hereof, but not retroactively, the Note is
hereby amended by deleting the first paragraph of page 1 of the Note in its
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"), or order, ON DEMAND, the principal sum of Two Million Five
Hundred Thousand Dollars ($2,500,000), or so much hereof as may be
outstanding at the time this obligation becomes due and payable
(whether upon demand or otherwise).
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3. Effective as of the date hereof, but not retroactively, the Note is
hereby amended by deleting the last paragraph of page 2 of the Note in its
entirety and substituting in place thereof the following:
At any time that (i) the interest rate on this Note is a fixed
rate and (ii) the Bank in its sole discretion determines that current
market conditions can accommodate a prepayment request, the Maker may
prepay this Note in whole (but not in part) without premium or penalty,
except that the Maker shall be obligated to pay the Availability Fee
referenced in Section 2.9 of the Loan Agreement and, for any loan or
advance bearing interest at the LIBOR Rate which shall be prepaid in
full prior to the end of the applicable LIBOR Interest Period, a
Maintenance Fee calculated in the manner set forth in Section 2.5 of
the Loan Agreement.
4. 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.
5. 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.
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6. 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.
7. The Bank hereby agrees to affix and attach this Amendment to the
Note.
[The remainder of this page has intentionally been
left blank. The next page is the signature page.]
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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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