Exhibit 10(w)
COMMERCIAL PROMISSORY NOTE MODIFICATION AGREEMENT
This Agreement dated the 29th day of September, 1997 by and
between CoreStates Bank, N.A., a national banking association, with offices at
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Bank") and Nuclear
Research Corporation, a Pennsylvania corporation, having its principal place of
business at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ("Borrower").
Background
A. Bank and Borrower entered into a loan agreement on or about
January 14, 1997 pursuant to which Bank agreed to lend to Borrower the sum of
One Million Eight Hundred Thousand Dollars ($1,800,000.00) ("Loan") upon certain
terms and conditions for use by the Borrower in connection with the acquisition
of the business assets of one company, the acquisition of the assets of a
second company and the restructuring of advances by Borrower to Measurement
Dynamics LLC.
B. In connection with the aforesaid Loan Borrower executed a
Note dated January 14, 1997 in favor of Bank in the original principal amount of
One Million Eight Hundred Thousand Dollars ($1,800,000.00) (the "Note"), the
terms of which are incorporated herein by reference.
C. The Note is secured by, inter alia, a Mortgage dated
January 14, 1997, executed and delivered by Borrower to Bank and securing the
principal sum of One Million Eight Hundred Thousand Dollars ($1,800,000.00),
which Mortgage encumbers the property of Borrower known as ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, (the "Property") and was recorded in the
Office for the Recorder of Deeds of Bucks County, Pennsylvania, at Land Record
Book Page (the "Mortgage").
D. The Note is further secured by Guaranty Agreements, in
favor of Bank, executed by N.R.C, Acquisition Corp., a Pennsylvania corporation
and Measurement Dynamics LLC, a New Jersey limited liability company (herein the
"Guarantors"), executed on January 14, 1997.
E. The Note, Mortgage, and all other documents executed and
delivered in connection with the Loan, as modified, are hereinafter referred to
individually as a "Loan Document" and collectively as the "Loan Documents". The
property secured by the Mortgage shall be referred to herein as the "Mortgaged
Property".
F. By the terms of the Note, Borrower is obligated to tender
monthly installments of principal each in the amount of Twenty Thousand Dollars
($20,000.00) and payment of the entire principal balance outstanding as of
January 14, 2002.
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G. Borrower did not complete the acquisitions for which the
Loan proceeds were advanced and therefore a significant portion of the principal
sum was not advanced to Borrower.
H. Borrower and Bank desire to amend the Loan Documents in
order to reduce the amount of the monthly installments of principal, reduce the
term of the Loan, carry forward the liens against the Mortgaged Property and to
make other necessary modifications, all on the terms and conditions set forth
herein.
NOW THEREFORE, INTENDING TO BE LEGALLY BOUND HEREBY, and in
consideration of the mutual covenants and promises contained herein, Bank and
Borrower hereby agree to modify the Note dated on or about January 14, 1997, as
follows:
1. Section (a) of the Note is hereby modified as follows:
(a) Commencing on the effective date of this
Modification Agreement and thereafter on the same day of each succeeding month,
Borrower shall repay the then outstanding principal balance of the Loan in
thirty-two (32) equal successive monthly installments of principal each in the
amount of Eight Thousand Seven Hundred Fifty Dollars ($8,750,00), together with
interest monthly on the outstanding principal balance at the fixed rate of 7.85%
per annum. If not sooner paid the entire principal balance outstanding and all
accrued but unpaid interest shall be due and payable in full no later than
January 14, 2000.
2. Borrower hereby represents and warrants that as of the date
hereof:
(i) The current outstanding principal
balance of the Note as of the effective date of this Modification Agreement is
Two Hundred Eighty Thousand Dollars ($280,000.00);
(ii) No default or event of default exists
under the Loan Documents, including the Note, Mortgage, or any other Loan
Document, and there exists no condition which, but for the passage of time or
the giving of notice, or both, would constitute a default under the Loan
Documents, including the Note, the Mortgage, or any other Loan Document;
(iii) There are no set-offs or defenses
which Borrower has against the enforcement of the Note, the Mortgage, or any
other Loan Documents; and
(iv) The Mortgage Modification Agreement
dated even date herewith is not intended to have any effect upon the lien
priority of the Mortgage or to impair the security of any other lienholder.
3. As a condition precedent to the execution by Bank of this
Agreement, Borrower agrees to the following:
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(i) The Mortgage shall continue to be a
fourth lien mortgage against the property which it encumbers.
(ii) Borrower agrees to pay all fees and
expenses of Bank in connection with the issuance and preparation of this
Agreement, including all legal fees.
(iii) Borrower shall obtain the consent of
the Guarantors to this Agreement.
4. Except as expressly extended and amended by this
Modification Agreement, the Note, Mortgage, and other Loan Documents shall
remain in full force and effect pursuant to their respective terms. This
Modification Agreement is not intended to be nor shall it constitute a novation
of the Note or any other Loan Document or the indebtedness and obligations
evidenced or secured thereby, as the case may be. Borrower hereby ratifies,
confirms and approves the Note, Mortgage, and other Loan Documents, as modified
by this Modification Agreement, and the indebtedness and obligations evidenced
and/or secured thereby and Borrower agrees that the same shall constitute valid
and binding, agreements of Borrower, enforceable in accordance with their
respective terms. All references to the Loan Documents contained in the Note,
Mortgage, and any other Loan Documents shall be deemed to refer to such
documents as amended and extended by this Modification Agreement,
5. Borrower hereby represents, warrants and reaffirms to Bank
that it is the intention of the parties to this Modification Agreement that all
existing collateral security held by the Bank shall continue to serve as
collateral for the Note and any other liabilities due the Bank by the Borrower
pursuant to the Note and other Loan Documents, and, until the Loan is paid in
full, the security interests and mortgages held by the Bank shall otherwise
continue in full force and legal effect.
6. This Agreement shall be effective as of June 14, 1997.
7. All provisions of this Modification Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective
heirs, administrators, successors and assigns. This Modification shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania. Borrower hereby acknowledges receipt of a true copy of this
Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement effective the day and year first above written.
Bank
CORESTATES BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Vice President
"Borrower" NUCLEAR RESEARCH CORPORATION
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
CONSENT OF GUARANTORS
N.R.C. Acquisition Corp. and Measurement Dynamics LLC, as
Guarantors for the obligations of Borrower under Guaranty Agreements dated
January 14, 1997, do hereby consent to the Note Modification Agreement set forth
above and do hereby reaffirm all of its obligations and liabilities as
Guarantors of Borrower.
N.R.C. ACQUISITION CORP.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President
MEASUREMENT DYNAMICS LLC
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
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