0001193125-03-099860 Sample Contracts

FOURTH AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

This Fourth Amendment to Credit Agreement is made as of this 3rd day of November, 2003, by and between Cape Cod Bank and Trust Company, NA (“Lender”), a National Association, with offices at 2 Barlows Landing Road, Pocasset, Massachusetts 02559 and Benthos, Inc. (“Borrower”), a Massachusetts corporation with its principal place at 49 Edgerton Drive, North Falmouth, Massachusetts 02556.

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AGREEMENT
Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries • Massachusetts

AGREEMENT made as of the 24th day of July, 2003, among BENTHOS, INC., a Massachusetts corporation with a usual place of business situated at 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (the “Company”), NIXIE RAYMOND, Trustee of the SAMUEL O. RAYMOND 1996 IRREVOCABLE INSURANCE TRUST, established by a Declaration of Trust, dated December 13, 1996 (the “Trust”), 12 Eastbourne Street, Roslindale, MA 02131 and SAMUEL O. RAYMOND, of One Point De Chene Avenue, Rockport, Massachusetts 01966 (“SOR”). The Company, the Trust and SOR are sometimes hereinafter collectively referred to as the “Parties”, or individually as a “Party”

FOURTH AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

AGREEMENT made as of the 23rd day of September, 2003, between BENTHOS, INC. a Massachusetts corporation with a usual place of business situated at 49 Edgerton Drive, North Falmouth, Massachusetts 02556 (the “Company”) and SAMUEL O. RAYMOND, of One Point De Chene Avenue, Rockport, Massachusetts 01966 (the “Executive”).

SECOND AMENDMENT OF PURCHASE AND SALE AGREEMENT
Purchase and Sale Agreement • December 29th, 2003 • Benthos Inc • Miscellaneous manufacturing industries

AGREEMENT made as of the 11th day of August, 2003, among BENTHOS, INC., a Massachusetts corporation (“Benthos”); LEUMAS, LLC, a Delaware limited liability company (‘Leumas”); EVETS, LLC, a Delaware limited liability company (“Evets”) (Benthos, Leumas and Evets are sometimes hereinafter collectively referred to as “Seller”); and the FALMOUTH ECONOMIC DEVELOPMENT & INDUSTRIAL CORPORATION, a Massachusetts economic and development corporation organized pursuant to M. G. L. c 121C by vote at the Falmouth Annual Town Meeting on April 7, 1981 (“Buyer”).

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