Exhibit 10.2
MODIFICATION AGREEMENT FOR MORTGAGE, ASSIGNMENT OF RENTS, SECURITY
AGREEMENT, AND FIXTURE FINANCING STATEMENT
THIS MODIFICATION AGREEMENT (this "Agreement") is made and entered into as
of the 13th day of April, 2005, by and between Innovex, Inc., a Minnesota
corporation and Innovex Precision Components, Inc., a Minnesota corporation,
("Borrower"), and US Federal Credit Union , a federal credit union having an
office and place of business at 0000 Xxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxxxxxxxx,
00000 ("Lender").
WITNESSETH:
WHEREAS, in accordance with the terms of that certain business note for the
sum of FOUR MILLION and 00/100 Dollar ($4,000,000.00), dated as of January 12,
2005 ("Note"), by and between the Borrower and the Lender, Borrower agreed to
make certain payments described in the Note, in favor of the lender, and which
Note provides for payments in the amount of payments required to be made to the
holder of the Note;
WHEREAS, the Note is secured, inter alia, by that certain Combination
Mortgage, Assignment of Rents, Security Agreement and Fixture Financing
Statement, for the maximum indebtedness of SEVEN MILLION ONE HUNDRED FOUR
THOUSAND and 00/100 Dollars ($7,104,000.00), dated January 10, 2005, granted by
the Borrower, as grantor, to Lender, as grantee, and recorded in the land
records of Hennepin County, Minnesota, as document number 8529892, on February
18, 2005, and also recorded in the land records of Xxxxxx County, Minnesota (the
"Land Records"), as document number 330566, on February 16, 2005, which
Combination Mortgage, Assignment of Rents, Security Agreement and Fixture
Financing Statement encumber certain parcels of real property, located in the
County of Hennepin and the County of Xxxxxx, respectively in the State of
Minnesota, as more particularly described on Exhibit "A" hereto (the "Land"),
and the improvements thereon (the "Improvements," the Land and the Improvements
being herein referred to as the "Mortgaged Property", the Note, and Combination
Mortgage, Assignment of Rents, Security Agreement and Fixture Financing
Statement and all documents executed and delivered to evidence or secure the
obligations evidenced by Note being herein referred to collectively as the "Loan
Documents");
WHEREAS, Borrower has requested that Lender consent to a modification to
the terms of the Loan Documents as more particularly set forth herein;
WHEREAS, Lender has consented to the requested modification on the terms
and conditions herein set forth.
NOW, THEREFORE, in consideration of the foregoing recitals (which are
hereby incorporated fully into the terms of this Agreement), the mutual
covenants of the parties hereto, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower covenants
and agree with Lender as follows:
1. Amendments to the Combination Mortgage, Assignment of Rents, and
Security Agreement and Fixture Financing Statement. Effective on April 8, 2005,
the second full paragraph on page one of the Combination Mortgage, Assignment of
Rents, and Security Agreement and Fixture Financing Statement shall be deleted
and replaced as follows:
Borrower has executed a Promissory Note, dated January 12, 2005, payable to
Lender to evidence Borrower's obligation to repay a loan (the "Loan") from
Lender in the principal amount of FOUR MILLION and 00/100 Dollar
($4,000,000.00).
It is the intent of Borrower and Lender that a new Promissory Note for the
principal amount of SEVEN MILLION ONE HUNDRED FOUR THOUSAND and 00/100
Dollars ($7,104,000.00) shall replace that certain Promissory Note dated
January 12, 2005.
Borrower agrees to execute a new Promissory Note, dated April 8, 2005,
payable to Lender to evidence Borrower's obligation to repay a loan from
Lender in the new principal amount of SEVEN MILLION ONE HUNDRED FOUR
THOUSAND and 00/100 Dollars ($7,104,000.00).
2. Representations and Warranties. For valuable consideration, Borrower
represents and warrants to Lender that Borrower is a Minnesota Corporation, duly
organized and in good standing, that Borrower is the current fee owner of the
Land, subject only to the Combination Mortgage, Assignment of Rents, Security
Agreement and Fixture Financing Statement as herein described and such other
non-financial encumbrances disclosed to Lender, and that the party executing
this Modification on behalf of Borrower has all requisite corporate authority to
execute this Modification.
3. References in Loan Documents. Each reference to the Note, the Loan
Agreement, the Combination Mortgage, Assignment of Rents, Security Agreement and
Fixture Financing Statement or any or all of the Loan Documents in this
Agreement and in each and all of the Loan Documents shall be deemed and
construed to refer to the Note, the Loan Agreement, the Combination Mortgage,
Assignment of Rents, Security Agreement and Fixture Financing Statement and any
or all of the Loan Documents, as previously modified and as modified by this
Agreement, and the Loan Documents are hereby modified accordingly. The Note and
this Agreement shall be construed together as a single instrument; the
Combination Mortgage, Assignment of Rents, and Security Agreement and Fixture
Financing Statement and this Agreement shall be construed together as a single
instrument.
4. Continued Force and Effect. All of the terms and conditions of the Note,
the Loan Agreement, the Combination Mortgage, Assignment of Rents, and Security
Agreement and Fixture Financing Statement and the other Loan Documents and the
Mortgaged Property security provided thereby, including those terms and
conditions modified by this Agreement, are hereby ratified and confirmed in all
respects and shall remain and in full force and effect. This Agreement is not
intended to, and shall not be construed to, effect a novation, and, except as
expressly provided herein, none of the Loan Documents has been modified,
amended, canceled, terminated, released, satisfied, superseded or otherwise
invalidated. In the event of any conflict between the terms of this Agreement
and the terms of any of the Loan Documents, the terms of this Agreement shall
control.
5. Miscellaneous.
(a) This Agreement may be executed in any number of identical counterparts,
each of which shall be deemed to be an original, and all of which shall
collectively constitute a single agreement, fully binding upon and enforceable
against the parties hereto.
(b) This Agreement shall be binding upon all parties hereto and their
respective heirs, executors, administrators, legal representatives, successors
and assigns, including a subsequent holder of the Loan Documents.
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered as of the date and year first above written.
US Federal Credit Union, Innovex, Inc., a Minnesota
a federal credit union corporation and Innovex Precision Components,
Inc., a Minnesota corporation
By:___________________________ By: _________________________
Name:_________________________ Name:________________________
Its:__________________________ Its:_________________________
