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EXHIBIT 10.28
(For Recorder's Use) (For Recorder's use)
FIRST AMENDMENT TO MORTGAGE
THIS FIRST AMENDMENT TO MORTGAGE ("Amendment") is made effective as of
the ____ day of ___________, 1998 by and between Medar, Inc., a Michigan
corporation ("Mortgagor"), whose address is 00000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxxxx
Xxxxx, Xxxxxxxx 00000, and NBD Bank ("Mortgagee"), whose address is 000 Xxxxxxxx
Xxxxxx, Xxxxxxx, Xxxxxxxx 00000-0000.
RECITALS:
The following is a recital of facts underlying this Amendment:
WHEREAS, Mortgagee has provided certain loans and other credit
facilities to (i) Integral Vision, Ltd. ("Integral"), an entity affiliated with
Mortgagor, and (ii) Mortgagor (for convenience, Integral and Mortgagor are
sometimes hereinafter collectively referred to as the "Borrowers").
WHEREAS, Borrowers and Mortgagee are parties to an Amended and Restated
Revolving Credit and Loan Agreement dated July 31, 1998 (as the foregoing may be
amended, modified, supplemented, replaced or restated from time to time, the
"Credit Agreement"), which Credit Agreement amended and restated that certain
Revolving Credit and Loan Agreement dated August 10, 1995, as amended by
agreements dated October 12, 1995, October 31, 1995, March 29, 1996, August 11,
1996, February 27, 1997, March 28, 1997, June 27, 1997, July 15, 1997 and March
16, 1998 (as amended, the "Original Credit Agreement").
WHEREAS, pursuant to the Credit Agreement, Mortgagee made available to
Borrowers, a secured committed line of credit, including the availability of
letters of credit in the maximum aggregate principal amount of $500,000, up to a
maximum principal amount of $10,000,000 ("Line of Credit"), as evidenced by a
Revolving Note dated July 31, 1998 in the principal amount of $10,000,000 given
by the Borrowers in favor of Mortgagee (as the foregoing may be amended,
modified, restated or replaced from time to time, the "Revolving Note").
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WHEREAS, pursuant to the Original Credit Agreement, Mortgagee made
available to Mortgagor, a term loan to purchase equipment (the "Equipment
Loan"), which Equipment Loan is evidenced by a Term Note dated March 20, 1997 in
the original principal amount of $131,315.80 given by Mortgagor in favor of
Mortgagee (the "Equipment Note").
WHEREAS, Mortgagee also extended a term loan to Mortgagor in the
original principal amount of $1,500,000 (the "1997 Mortgage Loan"), which 1997
Mortgage Loan is evidenced by an Amended and Restated Term Note, dated July 15,
1997, in the original principal amount of $1,500,000 given by Mortgagor in favor
of Mortgagee (the "1997 Mortgage Note"), which amended and restated a Term Note
dated June 29, 1993 in the original principal amount of $2,500,000 given by
Mortgagor in favor of Mortgagee (the "1993 Mortgage Note").
WHEREAS, Mortgagee also extended a term loan to Mortgagor in the
original principal amount of $2,540,000 (the "1995 Mortgage Loan"), which 1995
Mortgage Loan is evidenced by an Installment Business Loan Note dated October
31, 1995 in the original principal amount of $2,540,000 given by Mortgagor in
favor of Mortgagee (the "1995 Mortgage Note"). The proceeds of the 1995 Mortgage
Loan were used to finance the Premises, as defined below.
WHEREAS, Mortgagee has also provided to Mortgagor a business credit
card authorization in the maximum principal amount of $60,000 ("Charge Card
Authorization") as well as various Instaloans in the current aggregate principal
amount of $101,580.71 (collectively, the "Instaloans").
WHEREAS, in connection with certain defaults under the Loan Documents,
as defined below, the Borrowers, Mortgagee and various guarantors (collectively,
the "Parties") entered into that certain Amendment and Forbearance Agreement on
or about the date hereof (as the foregoing may be amended, modified,
supplemented, restated, or replaced from time to time, the "Forbearance
Agreement").
(For convenience, the Credit Agreement, Forbearance Agreement and all Notes and
all other loan and security documents executed in connection with any of the
Loans, as defined below, are hereinafter collectively referred to as the "Loan
Documents"; together with all other obligations of Mortgagor under the Charge
Card Authorization, Revolving Note, Equipment Note, 1997 Mortgage Note, 1993
Mortgage Note, as amended, 1995 Mortgage Note, and Instaloans are hereinafter
collectively referred to as the "Notes"; and the Line of Credit, Equipment Loan,
1997 Mortgage Loan, 1995 Mortgage Loan, Charge Card Authorization and Instaloans
are hereinafter collectively referred to as the "Loans").
WHEREAS, certain of the obligations of Mortgagor to Mortgagee are
secured by that certain Future Advance Mortgage dated October 31, 1995 given by
Mortgagor in favor of Mortgagee, as recorded in Liber 15799, Page 151, Oakland
County, Michigan Records ("Mortgage"), which Mortgage encumbers certain real
estate and other collateral located in the City of Farmington Hills, Oakland
County, Michigan, as more particularly described on Exhibit A attached hereto
(the "Premises")
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WHEREAS, the Parties desire to amend the Mortgage to confirm the fact
that pursuant to the terms of the Forbearance Agreement, the Mortgage now
secures all of the obligations of the Borrowers to Mortgagee under the Loan
Documents and the obligations of Integral and Medar Canada, as defined below,
under their respective guarantees.
NOW, THEREFORE, the Parties agree as follows:
1. The recitals set forth above are incorporated herein by reference
and shall form a part of this Amendment and the Mortgage. Capitalized terms used
herein shall have the same meanings as in the Mortgage unless otherwise set
forth herein.
2. All references in the Mortgage to the term "Mortgage" shall mean the
Mortgage as amended by this Amendment.
3. The paragraph entitled "THE DEBT" is hereby amended to reflect the
fact that the Mortgage now secures the following ("Debt"):
(i) Credit Agreement and all other Loan Documents;
(ii) Revolving Note;
(iii) Equipment Note;
(iv) 1997 Mortgage Note;
(v) 1995 Mortgage Note;
(vi) Forbearance Agreement;
(vii) Charge Card Authorization;
(viii) Instaloans;
(ix) Guaranty and Debenture dated as of June 7, 1996 given by
Integral in favor of Mortgagee pursuant to which Integral
guaranteed the obligations of Mortgagor to Mortgagee;
(x) Guaranty and Postponement of Claim dated August 10, 1995,
given by Medar Canada, Ltd. ("Medar Canada") in favor of
Mortgagee, pursuant to which Medar Canada guaranteed the
obligations of Borrowers to Mortgagee; and
(xi) All other present and future, direct and indirect
obligations and liabilities of the Borrowers, or either of
them, with or without others, however evidenced, to the
Mortgagee, and all future advances,
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whether obligatory or optional, from the Mortgagee to the
Borrowers, or either of them, with or without others;
together with all extension renewals and modifications and replacement thereof
and together with all of the obligations of any of the Borrowers in connection
with any of the obligations of any of the Borrowers to Mortgagee under the Notes
or other Loan Documents and under the Forbearance Agreement.
The Mortgage shall also secure the performance of the promises and
agreements contained in the Mortgage.
4. Except as amended hereby, the Mortgage is hereby restated and
republished in its entirety and remains in full force and effect and Mortgagor
hereby ratifies and confirms all of its obligations thereunder.
5. This Amendment may be executed in any number of counterparts, each
of which will be deemed to be an original of which together shall comprise but a
single instrument. This Amendment shall be binding upon and shall inure to the
benefit of the Parties hereto and their respective successors and assigns.
IN WITNESS WHEREOF, the parties have executed and delivered this
document on the day and year first above written.
WITNESSES:
MEDAR, INC.,
a Michigan corporation
Print name By:
Print name
Its:
Print name
"Mortgagor"
NBD BANK
By:
Print name Print name
Its:
Print name "Mortgagee"
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State of Michigan )
) SS.
County of _______ )
The foregoing was acknowledged before me this ____ day of ____________,
1998 the _____________________ of Medar, Inc., a Michigan corporation, on
behalf of the corporation.
Notary Public, ______________ County, MI
My Commission Expires:
State of Michigan )
) SS.
County of _______ )
The foregoing was acknowledged before me this ____ day of ____________,
1998 by ______________, a _______________ of NBD Bank on behalf of the bank.
Notary Public, ________________ County, MI
My Commission Expires:
Drafted by and when Recorded
Return to:
Xxxxx X. Xxxxx, Esq.
Xxxxxxxx Xxxxxx Xxxxxxxx and Xxxx
0000 Xxxxx Xxxxxxxx Xxxxxxxx
Xxxxxxx, Xxxxxxxx 00000
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EXHIBIT A
Description of Real Property
Land located in the City of Farmington Hills, Oakland County, Michigan:
PART OF LOT 6, ALL OF XXX 0 XXX XXXX XX XXX 0, XXXXXXXXXX-XXXXX XXXXX XXXXXXXXXX
XXXX SUBDIVISION, IN PART OF THE SOUTHWEST 1/4 OF SECTION 19, TOWN 1 NORTH,
RANGE 9 EAST, CITY OF FARMINGTON HILLS, OAKLAND COUNTY, MICHIGAN, ACCORDING TO
THE RECORDED PLAT THEREOF, AS RECORDED IN LIBER 144, OF PLATS, PAGES 39 THROUGH
41 INCLUSIVE, OAKLAND COUNTY RECORDS, AND MORE PARTICULARLY DESCRIBED AS
BEGINNING AT THE SOUTHERLY CORNER OF LOT 7; THENCE NORTH 56 DEGREES 10 MINUTES
46 SECONDS WEST 261.50 FEET; THENCE SOUTH 87 DEGREES 46 MINUTES 48 SECONDS WEST,
321.45 FEET TO A POINT ON THE SOUTHERLY RIGHT OF WAY LINE OF M-102 LIMITED
ACCESS HIGHWAY (FORMERLY I-96 HIGHWAY); THENCE NORTH 33 DEGREES 08 MINUTES 48
SECONDS EAST ALONG SAID RIGHT OF WAY LINE 189.14 FEET; THENCE NORTH 45 DEGREES
08 MINUTES 48 SECONDS EAST ALONG SAID RIGHT OF WAY LINE 284.34 FEET; THENCE
NORTH 57 DEGREES 08 MINUTES 48 SECONDS EAST ALONG SAID RIGHT XX XXX XXXX, 000.00
FEET; THENCE NORTH 69 DEGREES 08 MINUTES 48 SECONDS EAST ALONG SAID RIGHT OF WAY
LINE; 69.00 FEET; THENCE SOUTH 02 DEGREES 21 MINUTES 11 SECONDS EAST, 617.93
FEET TO A POINT ON THE NORTHERLY RIGHT OF WAY LINE OF CRESTVIEW COURT (120 FEET
RADIUS); THENCE ON A CURVE TO THE LEFT ALONG SAID RIGHT OF WAY LINE (RADIUS
EQUALS 120.00 FEET, LONG CHORD BEARS SOUTH 60 DEGREES 44 MINUTES 16 SECONDS
WEST, 108.63 FEET), A DISTANCE OF 112.73 FEET TO THE POINT OF BEGINNING.
Commonly known as 00000 Xxxxxxxxx Xxxxx
Tax I.D. # 00-00-000-000
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