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EXHIBIT 10.29
FOURTH AMENDMENT TO FORBEARANCE AGREEMENT
This Fourth Amendment to Forbearance Agreement and Amendment is entered
into as of August 4, 1997 by and between
BankBoston, N.A., formerly known as The First National Bank of Boston
(hereinafter, the "BANK"), a national banking association, having a
principal place of business at 100 Federal Street, Boston,
Massachusetts;
BancBoston Leasing Inc. (hereinafter, "BBL"), a
Massachusetts corporation having a principal place of
business at 100 Federal Street, Boston, Massachusetts;
Centennial Technologies, Inc. (hereinafter, the "BORROWER"),
a corporation organized under the laws of the State of
Delaware, having a principal place of business at 7 Lopez
Road, Wilmington, Massachusetts; and
NCT, Inc. (hereinafter, "NCT"), a corporation organized under the laws
of the Commonwealth of Massachusetts, having a principal place of
business at 7 Lopez Road, Wilmington, Massachusetts
in consideration of the mutual covenants herein contained and benefits to be
derived herefrom.
WITNESSETH:
1. BACKGROUND. On March 18, 1997, the Bank, BBL, and the
Obligors entered into a certain Forbearance Agreement
and Amendment with respect to the Obligors' obligations
under the Loan Agreement, their respective Guaranties
and the Master Lease Agreement, which Forbearance
Agreement and Amendment was amended by a First
Amendment to Forbearance Agreement dated as of
April 18, 1997, by a Second Amendment to Forbearance
Agreement dated as of June 4, 1997 and by a Third
Amendment to Forbearance Agreement dated June 26, 1997
(collectively, the "ORIGINAL AGREEMENT"). Century
Electronics Manufacturing, Inc. and Design Circuits,
Inc. have recently entered into refinancing
arrangements as a result of which the Bank and BBL have
released them from their guaranties of the Obligations
and have released all liens in their respective assets.
The Bank, BBL and the remaining Obligors desire to
modify the Original Agreement on the terms set forth
herein.
2. DEFINITIONS. All capitalized terms used herein and not
otherwise defined shall have the same meaning herein as
in the Original Agreement.
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3. OUTSTANDING OBLIGATIONS.
(a) The Borrower and NCT (individually, each an "OBLIGOR"
and collectively, the "OBLIGORS") acknowledge and
agree that they are jointly and severally obligated
to the Bank to pay the Obligations and that as of
August 4, 1997, the Obligations consist of:
Principal: $1,489,542.55
Interest through August 4, 1997: $ 2,075.69
plus interest hereafter accruing, costs, and
expenses, including, without limitation, reasonable
attorneys' fees, consultants' fees, and commercial
finance examination fees.
(b) The Borrower acknowledges and agrees that it is
obligated to BBL, and that SCHEDULE 1 hereto
accurately reflects the amounts necessary (as of
July 31, 1997, with the final figures to be
updated by BBL prior to final payment), to pay all
obligations under the Master Lease Agreement and
schedules thereto, which are presently owned by
BBL.
(c) The Obligors further acknowledge and agree that
none of them have any offsets, defenses, or
counterclaims (i) against the Bank with respect to
the Loan Agreement, the Guaranties , the other
Loan Documents, or otherwise, or (ii) against BBL
with respect to the Master Lease Agreement, or
otherwise, and to the extent that any such
offsets, defenses or counterclaims may exist, the
Obligors each hereby WAIVE and RELEASE same. The
Obligors shall execute and deliver to the Bank and
BBL such releases as the Bank or BBL may request
to confirm the foregoing.
(d) The Obligors each ratify and confirm that their
respective obligations to the Bank (as modified
hereby), including, without limitation, those under
the Loan Agreement and the Guaranties, are secured by
the Collateral and the assets of NCT.
(e) The Borrower ratifies and confirms that its
obligations to BBL are secured by the Collateral.
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4. EXTENSION OF FORBEARANCE PERIOD
The provisions of Section 4 of the Original Agreement are
hereby amended by deleting the date July 31, 1997 appearing in clause
(i) and substituting the date August 15, 1997 in its stead.
5. GENERAL.
(a) This Agreement shall be binding upon each Obligor and
such Obligor's successors, and assigns and shall
enure to the benefit of BBL, the Bank and BBL's and
the Bank's successors and assigns. In the event that
BBL or the Bank assigns or transfers its rights under
this Agreement, the assignee shall thereupon succeed
to and become vested with all rights, powers,
privileges, and duties of BBL or the Bank hereunder
and BBL or the Bank shall thereupon be discharged and
relieved from its duties and obligations hereunder.
(b) Any determination that any provision of this
Agreement or any application thereof is invalid,
illegal, or unenforceable in any respect in any
instance shall not affect the validity, legality, or
enforceability of such provision in any other
instance, or the validity, legality, or enforce
ability of any other provision of this Agreement.
(c) No delay or omission by BBL or the Bank in exercising
or enforcing any of BBL's or the Bank's rights and
remedies shall operate as, or constitute, a waiver
thereof. No waiver by BBL or the Bank of any of BBL's
or the Bank's rights and remedies on any one occasion
shall be deemed a waiver on any subsequent occasion,
nor shall it be deemed a continuing waiver.
(d) This Agreement and all other documents, instruments,
and agreements executed in connection herewith
incorporate all discussions and negotiations between
the Obligors, BBL and the Bank, either express or
implied, concerning the matters included herein and
in such other instruments, any custom, usage, or
course of dealings to the contrary notwithstanding.
No such discussions, negotiations, custom, usage, or
course of dealings shall limit, modify, or other wise
affect the provisions hereof. No modification,
amendment, or waiver of any provision of this
Agreement or of any provision of any other agreement
between any Obligor and BBL or the Bank
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shall be effective unless executed in writing by the
party to be charged with such modification, amendment
and waiver, and if such party be BBL or the Bank,
then by a duly authorized officer thereof.
(e) Except as modified hereby, all terms and conditions
of the Original Agreement, the Master Lease
Agreement, Loan Agreement, the Guaranties, and other
Loan Documents remain in full force and effect.
Without limiting the foregoing, the parties
acknowledge that the Forbearance Period will expire,
unless sooner terminated, on August 15, 1997. The
Bank and BBL are not hereby waiving any Defaults,
Events of Default or rights and remedies which exist
under the Master Lease Agreement or the Loan
Documents and the Bank and BBL reserve the right upon
expiration of the Forbearance Period to undertake
such action as a result of such Defaults and Events
of Default as the Bank or BBL may determine. In
particular, without limiting the generality of the
foregoing, the Bank and BBL have not waived any
Defaults or Events of Default, or the respective
rights and remedies of the Bank and/or BBL arising as
a result thereof, which may have occurred as a result
of any misrepresentation made by or on behalf of any
one or more of the Obligors.
(f) This Agreement and all rights and obligations
hereunder, including matters of construction,
validity, and performance, shall be governed by the
laws of The Commonwealth of Massachusetts. The
Obligors each submit to the jurisdiction of the
Courts of said Commonwealth for all purposes with
respect to this Agreement and the Obligors'
relationship with the Bank and BBL.
(g) Each Obligor makes the following waiver knowingly,
voluntarily, and intentionally, and understands
that the Bank and BBL, in entering into the within
Forbearance Agreement, is relying thereon. EACH
OBLIGOR, TO THE EXTENT OTHERWISE ENTITLED THERETO,
HEREBY IRREVOCABLY WAIVES ANY PRESENT OR FUTURE
RIGHT OF THAT OBLIGOR TO A JURY IN ANY TRIAL OF
ANY CASE OR CONTROVERSY IN WHICH THE BANK OR BBL
IS OR BECOMES A PARTY (WHETHER SUCH CASE OR
CONTROVERSY IS INITIATED BY OR AGAINST THE BANK OR
BBL OR IN WHICH THE BANK OR BBL IS JOINED AS A
PARTY LITIGANT), WHICH CASE OR CONTROVERSY ARISES
OUT OF, OR IS IN RESPECT OF, ANY RELATIONSHIP
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BETWEEN THE BORROWER OR ANY SUCH PERSON AND THE
BANK OR BBL.
(h) Each Obligor shall execute such instruments and
documents as BBL and the Bank may from time to time
request in connection with the Master Lease
Agreement, Loan Agreement, the Guaranties, the Loan
Documents, the within Agreement and the arrangements
contemplated hereby.
It is intended that this Agreement take effect as a sealed instrument.
CENTENNIAL TECHNOLOGIES, INC.
By:___________________________
Print Name:___________________
Title:________________________
NCT, INC.
By:___________________________
Print Name:___________________
Title:________________________
AGREED AND ACCEPTED BY:
BANKBOSTON, N.A. F/K/A
THE FIRST NATIONAL BANK OF BOSTON
By:___________________________
Print Name:___________________
Title:________________________
BANCBOSTON LEASING INC.
By:___________________________
Print Name:___________________
Title:________________________
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