SEVENTH MODIFICATION AGREEMENT
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TO OPEN-END MORTGAGE DEED
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THIS AGREEMENT made this ____ day of April, 1996, by and between EDAC
TECHNOLOGIES CORPORATION, a Wisconsin corporation with its principal place of
business at 1790 New Britain Avenue, Farmington, Connecticut 06032 (hereinafter
referred to as the "BORROWER") and FLEET NATIONAL BANK F/K/A FLEET NATIONAL BANK
OF CONNECTICUT F/K/A SHAWMUT BANK CONNECTICUT, N.A. F/K/A THE CONNECTICUT
NATIONAL BANK, a national banking association with an office at 777 Main Street,
MSN 240, Hartford, Connecticut 06115 (hereinafter referred to as the "LENDER").
W I T N E S E T H:
WHEREAS, on May 12, 1989, the Borrower granted to the Lender a mortgage on
certain premises located at 1790 New Britain Avenue, Farmington, Connecticut,
which mortgage was recorded in the Farmington Land Records on May 15, 1989 in
Volume 394 at Page 521, and which mortgage was modified by that certain Mortgage
Modification Agreement dated November 10, 1989 and recorded in the Farmington
Land Records on November 21, 1989 in Volume 403 at Page 644 (collectively, the
"MORTGAGE");
WHEREAS, on July 30, 1992, the parties modified the Mortgage by entering
into that certain Second Modification Agreement to Open-End Mortgage Deed
recorded in the Farmington Land Records on August 6, 1992 in Volume 446 at Page
002;
WHEREAS, on December 23, 1992, the parties modified the Mortgage by
entering into that certain Third Modification Agreement to Open-End Mortgage
Deed recorded in the Farmington Land Records on February 25, 1993 in Volume 458
at Page 738;
WHEREAS, on March 22, 1993, the parties modified the Mortgage by entering
into that certain Fourth Modification Agreement to Open-End Mortgage Deed
recorded in the Farmington Land Records on March 31, 1993 in Volume 458 at Page
738;
WHEREAS, on March 29, 1994, the parties modified the Mortgage by entering
into that certain Fifth Modification Agreement to Open-End Mortgage Deed
recorded in the Farmington Land Records on April 19, 1994 in Volume 480 at Page
855;
WHEREAS, on February 28, 1995, the parties modified the Mortgage by
entering into that certain Sixth Modification Agreement to Open-End Mortgage
Deed recorded in the Farmington Land Records on March 3, 1995 in Volume 496 at
Page 1 (the "SIXTH MODIFICATION");
WHEREAS, the Sixth Modification mistakenly labeled the Equipment Promissory
Note II as Schedule "M" to the Mortgage instead of Schedule "N";
WHEREAS, the Term Note is Schedule "M" to the Mortgage; and
WHEREAS, the parties desire to further modify the Mortgage to (a) modify
the interest rates set forth in the notes attached to the Mortgage and (b) amend
the Mortgage to reflect that Schedule M to the Mortgage is the Term Note and
Schedule N to the Mortgage is the Equipment Promissory Note II;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, it is hereby agreed by and between the parties that the
Mortgage be modified as follows:
1. The first "WHEREAS" clause on Page 2 of the Mortgage is hereby amended
in its entirety to read as follows:
"WHEREAS, the Lender and the Borrower have entered into a Fifth
Amended and Restated Revolving Loan, Term Loan and Security Agreement,
dated February 28, 1995, as amended from time to time and now in effect,
(such Fifth Amended and Restated Revolving Loan, Term Loan, Equipment Loan
and Security Agreement, as amended from time to time and now in effect, is
hereinafter referred to as the "EDAC LOAN AGREEMENT"), pursuant to which
the full amount of the revolving loan therein authorized (the "EDAC
REVOLVING LOAN") is SEVEN MILLION DOLLARS ($7,000,000.00). Pursuant to the
EDAC Loan Agreement, all or part of the Revolving Loan proceeds are
permitted to be advanced from time to time (the "EDAC REVOLVING LOAN
ADVANCES") and shall be secured by this Mortgage. The EDAC Revolving Loan
shall be evidenced by the promissory note annexed hereto and made a part
hereof as SCHEDULE K (the "REVOLVING PROMISSORY NOTE"). The initial EDAC
Revolving Loan Advance and future EDAC Revolving Loan Advances, if any, may
be either evidenced by additional notes or recorded in an account on the
books of the Lender as specified in SECTION 4.1 hereof. The EDAC Loan
Agreement provides for repayment of all or a portion of the outstanding
balance of the EDAC Revolving Loan proceeds, together with interest
thereon, from time to time. The entire principal balance of the EDAC
Revolving Loan, together with accrued interest, shall be due and payable ON
DEMAND; and"
2. The Mortgage is hereby modified by deleting the following "WHEREAS"
clause:
"WHEREAS, the Borrower is justly indebted to the Lender pursuant to a
certain Equipment Promissory Note II dated February 28, 1995, in the
maximum principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
(the "EQUIPMENT LINE OF CREDIT II"), a copy of which note is attached
hereto and made a part hereof as SCHEDULE M (the "EQUIPMENT PROMISSORY NOTE
II")"
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and inserting the following in lieu thereof:
"WHEREAS, the Borrower is justly indebted to the Lender pursuant to a
certain Equipment Promissory Note II dated February 28, 1995, in the
maximum principal amount of FIVE HUNDRED THOUSAND DOLLARS ($500,000.00)
(the "EQUIPMENT LINE OF CREDIT II"), a copy of which note is attached
hereto and made a part hereof as SCHEDULE N (the "EQUIPMENT PROMISSORY NOTE
II") and inserting the following in lieu thereof; and
3. The last "WHEREAS" clause of the Mortgage (which collectively defines
all of the obligations of the Borrower to the Lender as the "LOAN") is hereby
amended in its entirety to read as follows:
"WHEREAS, the obligations of the Borrower to repay principal under the
Term Note, the ESOT Guaranty, the Equipment Promissory Note, the Equipment
Promissory Note II, the EDAC Revolving Loan, the Revolving Promissory Note
and the EDAC Loan Agreement (hereinafter collectively referred to as the
"LOAN") shall not exceed in the aggregate $11,900,444.88;"
4. SCHEDULE K to the Mortgage as amended, is hereby amended by:
a. Deleting the third full paragraph on page one of Schedule K and
the fourth paragraph beginning on page one of the Schedule K in
their entirety and substituting the following in lieu thereof:
Interest shall be charged on the outstanding principal balance
hereunder at a per annum rate equal to the Prime Rate plus one
(1.0%) percent. In the event that the Prime Rate prevailing on
the date hereof is subsequently increased or decreased, then, as
of the date of such change, an increase or decrease will be made
in the rate or rates of interest which will be charged under this
Note, so that the interest rate or rates shall at all times be
equal to the applicable rate or rates set forth above; provided,
however, that at no time shall the interest rate or rates be more
than the rate of interest permitted by law governing this Note.
The "PRIME RATE" is herein defined to mean the interest rate
announced from time to time by the Lender as its prime rate. The
Prime Rate is not necessarily the lowest rate available.
The Lender may, in its sole and absolute discretion, reduce the
interest rate payable under this Note to a per annum rate equal
to the Prime Rate plus one-half of one (0.5%) percent. Nothing
contained in this Amendment shall be deemed to be an express or
implied commitment or intention by or on the part of the Lender
to so reduce the interest rate.
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b. Deleting the first and second full paragraphs on page two of the
Schedule K in their entirety and substituting the following in
lieu thereof:
The Borrower may prepay this Note in whole or in part at any time
without penalty. All such prepayments shall be applied on
account of principal remaining unpaid and shall be accompanied by
payment of unpaid late charges and accrued and unpaid interest,
if any, thereon. All partial prepayments of principal shall be
credited to the unpaid principal of this Note in the inverse
order of maturity and shall not affect the Borrower's obligation
to make the regular installments required hereunder until this
Note is fully paid.
c. Deleting the first full paragraph on page three of Schedule K in
its entirety and substituting the following in lieu thereof:
To the extent allowed by applicable law, after the occurrence of
an Event of Default, all outstanding principal and unpaid
interest shall bear, until paid, interest at a rate or rates per
annum (the "DEFAULT RATE") equal to four (4) points above the
interest rate specified above. The Default Rate shall be
adjusted whenever a change in the Prime Rate occurs so that the
Default Rate shall remain at all times four (4) points above the
interest rate specified above. Any adjustments in the Default
Rate shall be effective simultaneously with a change in the Prime
Rate.
5. SCHEDULE L to the Mortgage is hereby amended by:
a. Deleting (a) the third paragraph on page one of Schedule L in its
entirety and (b) the first and second paragraphs on page two of
the First Equipment Note in their entirety and substituting the
following in lieu thereof:
Interest shall accrue on the Note at a per annum rate equal to
the Prime Rate plus one and one-half (1.5) points (the "VARIABLE
RATE"). In the event the Prime Rate prevailing on the date
hereof is subsequently increased or decreased, then, as of the
date of change, an increase or decrease will be made in the
Variable Rate so that the Variable Rate shall at all times be one
and one-half (1.5) points in excess of the Prime Rate; provided,
however, that at no time shall the Variable Rate be more than the
rate of interest permitted by the law governing this Note. The
"PRIME RATE" is herein defined to mean the interest rate
announced from time to time by the Lender as its prime rate. The
Prime Rate is not necessarily the lowest rate available.
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The Lender may, in its sole and absolute discretion, reduce the
interest rate payable under this Note to a per annum rate equal
to the Prime Rate plus one (1.0) point. Nothing contained herein
shall be deemed to be an express or implied commitment or
intention by or on the part of the Lender to so reduce the
interest rate.
All advances under this Note are made pursuant to the terms and
conditions of that certain Fourth Amended and Restated Revolving
Loan, Term Loan, Equipment Loan and Security Agreement dated
March 29, 1994 between the Borrower and the Lender as amended and
restated by a certain Fifth Amended and Restated Revolving Loan,
Term Loan, Equipment Loan and Security Agreement dated February
28, 1995, and as further amended from time to time and now in
effect (the "LOAN AGREEMENT"). No further advances under this
Note will be made after January 31, 1995.
b. Deleting the first full paragraph on page three of Schedule L in
its entirety and substituting the following in lieu thereof:
To the extent allowed by applicable law, after the occurrence of
an Event of Default, all outstanding principal and unpaid
interest shall bear, until paid, interest at a rate per annum
(the "DEFAULT RATE") equal to four (4) points above the interest
rate specified above. Any change in the Variable Rate shall
automatically cause a corresponding change in the Default Rate so
that the Default Rate shall at all times be four (4) points above
the Variable Rate.
6. SCHEDULE M to the Mortgage (which is the Term Note) is hereby amended
by:
a. Adding the following paragraph after the fourth paragraph on page
one of Schedule M:
The Borrower shall also pay on the first day of each month,
together with the regularly scheduled payment of principal and
interest, accrued interest in an amount equal to one (1%) percent
per annum of the outstanding principal balance of the Note. The
Lender may, in its sole and absolute discretion, reduce the
Additional Interest payable monthly under this Note to an amount
equal to one-half of one percent (0.5%) per annum of the
outstanding principal balance of this Note. Nothing contained
herein shall be deemed to be an express or implied commitment or
intention by or on the part of the Lender to so reduce the
interest rate.
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b. Deleting the first full paragraph on page two of Schedule M in
its entirety and substituting the following in lieu thereof:
To the extent allowed by applicable law, after the occurrence of
an Event of Default, all outstanding principal and unpaid
interest shall bear, until paid, interest at a rate per annum
(the "DEFAULT RATE") equal to four (4) points above the interest
rate specified above.
7. SCHEDULE N to the Mortgage (which is the Equipment Promissory Note II)
is hereby amended by:
a. Deleting (a) the third paragraph beginning on page one of
Schedule N in its entirety, (b) the first, second and third full
paragraphs on page two of the Schedule N in their entirety and
(c) the first and second full paragraphs on page three of
Schedule N in their entirety, and substituting the following in
lieu thereof:
Accrued interest shall be payable monthly, in arrears, on the
first day of each month and on the first day of each successive
month thereafter until the Note is paid in full at a per annum
rate equal to the Prime Rate plus one and one-half (1.5) points
(the "VARIABLE RATE"). In the event the Prime Rate prevailing on
the date hereof is subsequently increased or decreased, then, as
of the date of change, an increase or decrease will be made in
the Variable Rate so that the Variable Rate shall at all times be
one and one-half (1.5) points in excess of the Prime Rate;
provided, however, that at no time shall the Variable Rate be
more than the rate of interest permitted by the law governing
this Note. The "PRIME RATE" is herein defined to mean the
interest rate announced from time to time by the Lender as its
prime rate. The Prime Rate is not necessarily the lowest rate
available.
The Lender may, in its sole and absolute discretion, reduce the
interest rate payable under this Note to a per annum rate equal
to the Prime Rate plus one (1.0) point. Nothing contained herein
shall be deemed to be an express or implied commitment or
intention by or on the part of the Lender to so reduce the
interest rate.
All advances under this Note are made pursuant to the terms and
conditions of that certain Fifth Amended and Restated Revolving
Loan, Term Loan, Equipment Loan and Security Agreement dated
February 1, 1995 between the Borrower and the Lender as amended
from time to time and now in effect (the "LOAN AGREEMENT"). No
further advances under this Note will be made after January 31,
1996.
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b. Deleting the third paragraph on page four of Schedule N in its
entirety and substituting the following in lieu thereof:
To the extent allowed by applicable law, after the occurrence of
an Event of Default, all outstanding principal and unpaid
interest shall bear, until paid, interest at a rate per annum
(the "DEFAULT RATE") equal to four (4) points above the interest
rate specified above. Any change in the Variable Rate shall
automatically cause a corresponding change in the Default Rate
so that the Default Rate shall at all times be four (4) points
above the Variable Rate.
8. All capitalized terms not otherwise defined herein shall have the same
meaning as set forth in the Mortgage.
9. Except as modified by this Agreement and any previous modifications,
the rights, privileges, duties and obligations of the parties hereto under the
Mortgage shall remain unchanged, in full force and effect and binding upon the
parties thereto. Nothing herein contained shall operate to release the
Mortgagor from its liability to pay the obligations, and to keep and perform all
of the terms, conditions, obligations and agreements, contained in the Mortgage,
as hereinbefore modified.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed and their respective seals to be affixed hereto as of the date set
forth on the first page hereof.
WITNESS: BORROWER:
____________________________ EDAC TECHNOLOGIES CORPORATION
____________________________ By:____________________________________
Glenn L. Purple
Its Vice President
Duly Authorized
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LENDER:
____________________________ FLEET NATIONAL BANK f/k/a FLEET
NATIONAL BANK OF CONNECTICUT f/k/a
SHAWMUT BANK CONNECTICUT, N.A.
____________________________ By: _________________________________
Edgar Ezerins
Its Vice President
Duly Authorized
STATE OF CONNECTICUT )
) ss.: Hartford
COUNTY OF HARTFORD )
The foregoing instrument was acknowledged before me this ____ day of April,
1996, by Glenn L. Purple, the Vice President of EDAC TECHNOLOGIES CORPORATION, a
Wisconsin corporation, on behalf of the corporation.
_____________________________________
Commissioner of Superior Court
Notary Public
My Commission Expires:
STATE OF CONNECTICUT )
) ss.: Hartford
COUNTY OF HARTFORD )
The foregoing instrument was acknowledged before me this ____ day of April,
1996, by Edgar Ezerins, the Vice President of Fleet National Bank f/k/a Fleet
National Bank of Connecticut f/k/a SHAWMUT BANK CONNECTICUT, N.A., a national
banking association, on behalf of the banking association.
_____________________________________
Commissioner of Superior Court
Notary Public
My Commission Expires:
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