EXHIBIT 10.55
NOTES AND MORTGAGE MODIFICATION AGREEMENT
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THIS AGREEMENT, dated as of July 20, 1995, by and between XXXXXX
MACHINE CORPORATION, a Delaware corporation with a mailing
address of 00 Xxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter the
"BORROWER") and SHAWMUT BANK CONNECTICUT, N.A. F/K/A THE CONNECTICUT
NATIONAL BANK, a national banking association with an office at 000 Xxxx
Xxxxxx, Xxxxxxxx, Xxxxxxxxxxx 00000 (hereinafter the "LENDER").
W I T N E S S E T H:
WHEREAS, the Borrower is indebted to the Lender pursuant to that
certain Mortgage Note dated February 7, 1990 (hereinafter the "MORTGAGE
NOTE") from the Borrower to The Connecticut National Bank in the original
principal amount of ONE MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000.00);
and
WHEREAS, the Borrower is indebted to the Lender pursuant to that
certain Term Note dated February 7, 1990 (hereinafter the "TERM NOTE") from
the Borrower to The Connecticut National Bank in the original principal amount
of SEVEN HUNDRED THOUSAND DOLLARS ($700,000.00) (the Term Note and the Mortgage
Note hereinafter collectively called the "NOTES"); and
WHEREAS, to secure the repayment of the Notes inter alia, the
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Borrower granted to the Lender a certain Mortgage (the "MORTGAGE") on
premises located in the City of Worcester, County of Worcester and Commonwealth
of Massachusetts, and being more particularly described in said Mortgage, which
Mortgage is dated February 7, 1990, and was recorded in Book 12619 at Page 240
of the Worcester County Land Records, and which Mortgage was further amended by
a Note and Mortgage Modification Agreement dated as of December 30, 1994, and
recorded on January 12, 1995, in Book 16821 at Page 250 of the Worcester County
Land Records, which Mortgage was further amended by a Note and Mortgage
Modification Agreement dated as of April 11, 1995, and recorded on
_______________, in Book _____ at Page _____ of the Worcester County Land
Records; and
WHEREAS, to further secure the Notes etc., the Borrower executed and
delivered to the Lender certain documents (collectively, the "LOAN
DOCUMENTS"); and
WHEREAS, as of the date hereof, the outstanding principal balance of
the Term Note is $159,666.88; and the outstanding principal balance of the
Mortgage Note is $511,305.56; and
WHEREAS, the Borrower and the Lender wish to further modify the Notes
and the Mortgage.
NOW THEREFORE, in consideration of the mutual covenants and
agreements herein contained, the parties agree as follows:
1. The recitals shown above are true and correct.
2. Paragraph 1 of the Mortgage is hereby modified to read as follows:
"1. A certain revolving loan agreement dated February 7, 1990
(the "REVOLVING LOAN, TERM LOAN AND SECURITY AGREEMENT")
in an amount not to exceed ONE MILLION ONE HUNDRED FIFTY
THOUSAND ($1,150,000.00) together with interest, costs and
expenses thereon (the "REVOLVING LOAN") which Revolving
Loan, Term Loan and Security Agreement, among other matters,
permits advances from time to time by the Lender to the
Borrower and is payable on demand."
3. The Mortgage Note is hereby modified to read as follows (with
respect to schedule of payments):
"Payments of principal shall be made in twelve (12) installments as
follows: eleven (11) equal successive monthly installments each in
the amount of THREE THOUSAND SIX HUNDRED NINETY-FOUR DOLLARS AND
44/100 ($3,694.44) plus accrued interest as hereinafter set forth,
commencing as of August 1, 1995 and continuing on the first day of
each successive month thereafter with the final installment being
due and payable on July 1, 1996, said installment being an amount
equal to the balance of all unpaid principal and accrued interest."
Any other language in the Mortgage Note with respect to payments of principal
shall be superseded by the foregoing.
4. Paragraphs 3 and 4 of the first page of the Term Note are hereby
modified to read as follows (with respect to schedule of payments):
"Payments of principal shall be made in twelve (12) installments as
follows: eleven (11) equal successive monthly installments each in
the amount of SEVEN THOUSAND DOLLARS ($7,000.00) plus accrued
interest as hereinafter set forth, commencing as of August 1, 1995
and continuing on the first day of each successive month thereafter
with the final installment being due and payable on July 1, 1996,
said installment being an amount equal to the balance of all unpaid
principal and accrued interest."
Any other language in the Term Note with respect to payments of principal shall
be superseded by the foregoing.
5. The interest provisions of the Mortgage Note and the Term Note are
hereby modified to read as follows:
"2.4 INTEREST. Interest will be payable monthly in arrears
on the first business day of each month, commencing on the first business
day of the month subsequent to the date of this Note as amended, and will
be charged to the Borrower upon any and all balances due to the Lender at
that rate which is four (4.0) points in excess of the Base Rate, said
interest to be computed based upon a 360-day per year basis for the
actual number of days elapsed. In the event the Base Rate prevailing on
the Date hereof is subsequently increased or decreased, then, as of the
date of such increase or decrease, an increase or decrease will be made
in the rate of interest which will be charged to the Borrower, so that
the interest rate shall at all times be four (4.0) points in excess
of the Base Rate; provided, however, that at
no time shall said interest rate be more than the rate of interest
permitted by the law governing this Loan Agreement. "BASE RATE"
is herein defined to mean the interest rate announced from time to time
by the Lender as its base rate. The Base Rate is not necessarily the
lowest rate available. On the date hereof the Base Rate is 8.75%. The
Borrower agrees to pay the Lender a late charge fee equal to five percent
(5.0%) of any payment due to the Lender which is not received before the
expiration of ten (10) days after the payment is due. It is further
agreed that upon an Event of Default and at any time thereafter, the
Borrower shall pay interest to the Lender at the variable rate set forth
herein plus four (4.0) points (the "DEFAULT RATE") until the
Obligations are paid in full.
Notwithstanding the foregoing, the Default Rate shall not be effective
until fifteen (15) days after the occurrence of an Event of Default. In the
event said Event of Default is cured during that time period, the Default Rate
will not be effective. Nothing herein will affect the Lender's exercise of
other remedies upon any such Event of Default."
6. All references in the Mortgage to "Mortgagee" shall be deemed to
include Shawmut Bank Connecticut, N.A., its successors and/or assigns.
7. Except as above modified, the rights, privileges, duties and
obligations of the parties hereto under the Mortgage shall remain unchanged and
in full force and effect and nothing herein contained shall operate to release
the Borrower from its liability to pay the Notes and to keep and perform all of
the terms, conditions, obligations and agreements contained in the Loan
Documents, and the Borrower agrees to pay the indebtedness evidenced by the
Notes and secured by the Mortgage with interest and all other payments required
to be made under said Notes and the Mortgage in accordance with the respective
provisions thereof.
8. The copy of the Mortgage Note attached to the Mortgage as
SCHEDULE C is hereby modified in accordance with PARAGRAPHS 3 AND 5
hereof.
9. The copy of the Term Note attached to the Mortgage as SCHEDULE
D is hereby modified in accordance with PARAGRAPH 4 AND 5 hereof.
IN WITNESS WHEREOF, the parties hereto have caused this Note and Mortgage
Modification Agreement to be executed and their respective seals to be affixed
hereto as of the 20th day of July, 1995.
Signed, Sealed and Delivered
in the Presence of:
BORROWER:
/s/ Xxxxxxx Xxxxxxxxxxxxx XXXXXX MACHINE CORPORATION
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/s/ Xxxxx X. Xxxxx By /s/ Xxxxxx X. Xxxxxx
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XXXXXX X. XXXXXX
ITS PRESIDENT
DULY AUTHORIZED
LENDER:
/s/ Xxxxxxx Xxxxxxxxxxxxx SHAWMUT BANK CONNECTICUT, N.A.
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/s/ Xxxxx X. Xxxxx By/s/ Xxxxx X. Xxxx
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XXXXX X. XXXX
ITS ASSISTANT VICE PRESIDENT
DULY AUTHORIZED
STATE OF CONNECTICUT)
) ss.: Hartford
COUNTY OF HARTFORD )
On this 20th day of July, 1995, before me, the undersigned officer,
personally appeared XXXXXX X. XXXXXX, as PRESIDENT of XXXXXX MACHINE
CORPORATION, signer and sealer of the foregoing instrument, and acknowledged
the same to be his free act and deed and the free act and deed of said
corporation.
/s/ Xxxxx X. Xxxx
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Commissioner of Superior Court
Notary Public
My Commission Expires:
STATE OF CONNECTICUT)
) ss.: Hartford
COUNTY OF HARTFORD )
On this 20th day of July, 1995, before me, the undersigned officer,
personally appeared XXXXX X. XXXX, ASSISTANT VICE PRESIDENT of
SHAWMUT BANK CONNECTICUT, N.A., signer and sealer of the foregoing
instrument, and acknowledged the same to be her free act and deed and the free
act and deed of said banking corporation.
/s/ Xxxxx X. Xxxx
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Commissioner of Superior Court
Notary Public
My Commission Expires:
