1
EXHIBIT 10.27
FIRST AMENDMENT TO NOTE AND LOAN AGREEMENT
This First Amendment to Note and Loan Agreement is made this 3rd day of
December, 1996 between Ferrofluidics Corporation, whose address is ▇▇ ▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Borrower") and Bank of New Hampshire,
whose address is ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Lender").
WHEREAS, Lender and Borrower are party to a certain Revolving Loan and
Security Agreement dated June 30, 1994 ("Loan Agreement") pursuant to which the
Lender has provided the Borrower with (i) a Revolving Line of Credit in the
amount of Two Million Five Hundred Thousand Dollars ($2,500,000); and (ii) a
Reimbursement Agreement Line of Credit in the amount of Five Million Four
Hundred Eleven Thousand Dollars ($5,411,000) all in accordance with the terms of
the $7,911,000 Master Term Note also dated June 30, 1994 ("Note") and the other
documents and agreements between Borrower and Lender ("Loan Documents");
WHEREAS, Borrower is willing to pay to Lender a fee of Fifteen Thousand
Dollars ($15,000) in consideration of Lender's agreement to increase the amount
that Borrower may borrower from Lender under the Revolving Line of Credit, from
Two Million Five Hundred Thousand Dollars ($2,500,000) to Eight Million Five
Hundred Thousand Dollars ($8,500,000) as more particularly set forth in this
First Amendment.
NOW THEREFORE, for good and valuable consideration, the sufficiency of
which is hereby acknowledged, the Lender and Borrower hereby agree as follows:
1. The Loan Agreement, the Note and other Loan Documents, effective
as of the date of this First Amendment to Note and Loan Agreement, shall be
amended as follows:
1.1 The Note.
1.1.1 The amount stated in the Note as "$7, 911,000" is
hereby changed to "$13,911,000."
1.1.2 The Maturity Date is hereby changed to November 30,
1997.
1.1.3 The first two paragraphs of Section I of the Note
are hereby amended to read as follows:
FOR VALUE RECEIVED, Maker hereby promises to
pay to the order Of Bank of New Hampshire,
("Lender") at its of/fives at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, or at such other place Lender
or any subsequent holder hereof may in writing
designate, in immediately available funds, the
Principal Amount,
2
Page 2
as from time to time advanced and readvanced by Lender to Borrower
for the following purposes and amounts:
(i) Eight Million Five Hundred Thousand dollars
($8,500,000) advanced to Borrower as a Revolving Line of
Credit for purposes of working capital pursuant to Section
3.1 et seq. of the Loan Agreement.
1.1.4 In addition, the Borrower shall execute a conformed and
amended Master Term Note in the form attached hereto as Exhibit 1.
1.2 The Loan Agreement.
1.2.1 Paragraph 1 of the Loan Agreement is hereby amended to read
as follows:
1. RECITALS.
1.1 Borrower has requested and Lender has agreed
to provide Borrower lines of credit consisting of a
revolving line of credit loan in the amount of up to Eight
Million Five Hundred Thousand Dollars ($8,500,000.00) and a
line of credit in the amount of up to Five Million Four
Hundred Eleven Thousand Dollars ($5,411,000.00) to fund
Borrower's obligations under a Letter of Credit
Reimbursement Agreement, of even date by and between
Borrower and Lender, whereby Lender has agreed to establish
a Letter of Credit in the face amount of Five Million Four
Hundred Eleven Thousand Dollars ($5,411,000.00), all as
evidenced in the Master Term Note of even date in the
principal amount of Thirteen Million Nine Hundred Eleven
Thousand Dollars ($13,911,000.00) ("Note").
1.2.2 Paragraph 2.7 of the Loan Agreement is hereby amended to
read as follows:
2.7 "Cash Flow" means, for any period, Net Income of
Borrower, plus depreciation and amortization, plus deferred
taxes resulting from the tax basis net operating losses
reduced by amounts expended to acquire fixed assets.
1.2.3 Paragraph 2.13 of the Loan Agreement is hereby amended to
read as follows:
2.13 "Earnings Before Interest Charges and Taxes" means,
for any period, Net .Income for such period plus (i)
Interest Charges for such period, and (ii) income and
excess profit taxes for such period and all other taxes for
such period which are imposed on or measured by income
after deduction of Interest Charges.
3
Page 3
1.2.4 Paragraph 7.1.c of the Loan Agreement is hereby amended to
read as follows:
7.1.c Within thirty (30) days of a written request by
Lender, Borrower shall prepare consolidated and
consolidating internal financial reports, in a form
satisfactory to Lender, and deliver same to Lender.
Borrower shall upon request by Lender make and deliver to
Lender reports on accounts receivable aging, accounts
payable aging and an inventory listing and such other
information as Lender may request to determine Borrower's
Availability.
1.2.5 Paragraph 7.12 of the Loan Agreement is hereby amended to
read as follows:
7.12 Borrower shall use the proceeds of the Loans for the
purpose of Borrower's proposed short term working capital
requirements, which shall not include (i) payments of
expenses for or settlements of any claim against the
Borrower in excess of $200,000 during any fiscal year for
any single claim or related claims; (ii) capital
expenditures in excess of $250,000 during any fiscal year
for any single or related items; or (iii) payments,
advances or loans to or recapitalizations of any subsidiary
or affiliate in excess of $500,000 during any fiscal year
for all such items. Except as permitted by the express
terms hereof,, no proceeds shall be commingled with funds
of any stockholder, or any general or limited partner, nor
shall any proceeds be transferred to any stockholder,
Subsidiary or Affiliate or any general or limited partner.
1.2.6 Paragraph 7.14(b) of the Loan Agreement is hereby amended
to read as follows:
7.14.b Indebtedness to Tangible Net Worth. Commencing
October 1, 1996 and continuing thereafter, Borrower shall
maintain a ratio of Indebtedness to Tangible Net Worth
(which for purposes of the calculation required in this
Section 7.14.b shall be defined to exclude all investments
or loans to Subsidiaries or Affiliates and customer
deposits) of not more than 1.25:1, such ratio to be
measured at the end of each quarter of Borrower.
1.3 Amendment to Mortgage. The Borrower shall execute and deliver to
Lender an Amendment to Mortgage, in the form attached as EXHIBIT 1.3 which shall
amend paragraph 1 of the Mortgage Deed from Borrower to Lender, recorded in
4
Page 4
the Hillsborough County Registry of Deeds at Book 5561, Page 1011, to read as
follows:
1. That Mortgagor in order to secure its payment in the
amount of Thirteen Million Nine Hundred Eleven Thousand
Dollars ($13,911,000.00) plus interest, together with all
advances, readvances, extensions, charges, expenses, fees,
amendments and other charges as set forth in the Master
Term Note from Mortgagor to Mortgagee ("Note") in the
amounts of (i) Eight Million Five Hundred Thousand Dollars
($8,500,000.00) for a revolving line of credit of even
date; and (ii) Five Million Four Hundred Eleven Thousand
Dollars ($5,411,000.00), for a line of credit to fund
Borrower's obligations under an agreement with Lender of
even date ("Reimbursement Agreement"); and (iii) the
Revolving Loan and Security Agreement of even date herewith
("Loan Agreement"), including the performance of all
conditions, undertakings and obligations contained therein,
and in the Loan Agreement and in other instruments and
documents executed in connection therewith the obligations
described in paragraphs (i) through (iii), inclusive, shall
be referred to collectively as the "Liabilities" (the Note,
the Reimbursement Agreement, the Loan Agreement and all
ancillary documents are referred to in the aggregate as the
"Instruments"), and for other good and valuable
consideration paid by Borrower to Mortgagee, hereby grants
to Mortgagee, with Mortgage Covenants, certain property
with all buildings and improvements thereon located in
Nashua, Hillsborough County, New Hampshire, as more
particularly described on Exhibit A hereto (the
"Premises").
1.4 Amendment to Subordination, Non-Disturbance and Attornment
Agreement. The second paragraph after the word "Witnesseth" is hereby amended to
read as follows:
WHEREAS, Lender has agreed to loan the Landlord the amount
of Thirteen Million Nine Hundred Eleven Thousand Dollars
($13,911,000.00) (the "Loan") which Loans are secured by
a certain mortgage from Landlord to Lender recorded in the
Hillsborough County Registry of Deeds at Book 5561, Page
1011, and an Assignment of Leases recorded in the
Hillsborough County Registry of Deeds at Book 5561, Page
1020, (collectively the "Mortgage"), which Mortgage
encumbers the Premises and Landlord's interest in the
Lease; and,
1.5 Amendment to Environmental Indemnity. The first paragraph after
the word "Witnesseth" is hereby amended to read as follows:
WHEREAS, Beneficiary provided Indemnitor with a loan in an
amount of up to Thirteen Million Nine Hundred Eleven
Thousand Dollars ($13,911,000.00) (the "Loan"), evidenced
by a Master Term Note of even date in the amount of the
Loan and executed by Indemnitor (the "Note");
1.6 Amendment to Assignment of Leases. The Borrower shall execute and
deliver to Lender an Amendment to Assignment of Leases, in the form attached as
5
Page 5
EXHIBIT 1.6 which shall amend the Assignment of Leases from Borrower to
Lender, recorded in the Hillsborough County Registry of Deeds at Book
5561, Page 1020, by changing the first paragraph after the word
"Witnesseth" to read as follows:
WHEREAS, Lender has agreed to provide Borrower with lines
of credit consisting of.' (i) a revolving line of credit
loan in the amount of up to Eight Million Five Hundred
Thousand Dollars ($8,500, 000. 00) and (ii) a line of
credit in the amount of up to Five Million Four Hundred
Eleven Thousand Dollars ($5,411,000.00) pursuant to an
agreement with Lender of even date herewith ("Reimbursement
Agreement"), all as evidenced in the Master Term Note of
even date in the principal amount of Thirteen Million Nine
Hundred Eleven Thousand Dollars ($13, 911, 000. 00)
("Note") ;
2. Legal Effect. In all other respects, the Note and Loan Agreement
and all other Loan Documents shall remain in full force and effect in accordance
with their original terms and the rights and obligations of the Lender and
Borrower shall remain enforceable in accordance therewith.
3. No Defenses; Reaffirmation of Obligations. Borrower acknowledges
and agrees and represents to Lender that there are no defenses, offsets, rights
or other claims which Borrower or any other party can assert that would affect
the obligations of Borrower or the rights of Lender under the Note and Loan
Agreement as amended by this First Amendment to Note and Loan Agreement.
4. Borrower's Representations. Borrower further represents to Lender
that: (i) Borrower is in full compliance with all requirements and conditions of
the Note and Loan Agreement and all of Loan Documents; (ii) all representations
and warranties and information contained in schedules are true as of the date of
this First Amendment to Note and Loan Agreement; and (iii) there is no Event of
Default in existence and there is no condition in existence which, with the
passage of time, would constitute an Event of Default under the Note or Loan
Agreement; (iv) the matters contemplated by this First Amendment to Note and
Loan Agreement have been fully authorized by all necessary corporate action of
Borrower's shareholders, directors and officers and have received all necessary
governmental approvals, including without limitation, such approvals as may be
required by the New Hampshire Public Utilities Commission.
6
Page 6
In Witness whereof, the parties have hereunto set their hands this 3rd
day of December 1996 to this First Amendment to Note and Loan Agreement.
WITNESS: BORROWER:
FERROFLUIDICS CORPORATION
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
--------------------------------
Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇
Title Vice President
LENDER:
BANK OF NEW HAMPSHIRE
/s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
--------------------------- --------------------------------
Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President
STATE OF NEW HAMPSHIRE
COUNTY OF
On this the 3rd day of December, 1996, before me, the undersigned
officer, personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, who acknowledged himself to be the
Vice President and Chief Financial Officer of FERROFLUIDICS CORPORATION and that
he, as such Vice President and Chief Financial Officer, being authorized to do
so, executed the foregoing First Amendment to Note and Loan Agreement for the
purposes therein contained, by signing the name of the corporation by himself as
Vice President and Chief Financial Officer with the intention that it be
effective as of the date first above written.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Justice of the Peace/Notary Public
My Commission expires: Sept. 8, 1999
7
Page ▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇ this the 3rd day of December, 1996, before me, the undersigned
officer, personally appeared ▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇, who acknowledged himself to be a
Senior Vice President of Bank of New Hampshire, and that he as such Senior Vice
President being authorized to do so, executed the foregoing First Amendment to
Note and Loan Agreement for the purposes therein contained by signing the name
of the Bank of New Hampshire by himself as Senior Vice President with the
intention that it be effective as of the date first above written.
IN WITNESS WHEREOF I hereunto set my hand and official seal.
/s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
---------------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Justice of the Peace/Notary Public
My Commission expires: Sept. 8, 1999
8
Page 8
EXHIBIT I AMENDED MASTER TERM NOTE
$13,911,000.00 Concord, New Hampshire
Initially executed June 30,1994
Amended November__, 1996
MAKER: Ferrofluidics Corporation, a Massachusetts corporation
▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Maker").
PRINCIPAL AMOUNT: Thirteen Million Nine Hundred Eleven Thousand Dollars
($13,911,000.00) ("Principal Amount"), as provided in
the Revolving Loan and Security Agreement by and among
Ferrofluidics Corporation and Bank of New Hampshire
("Loan Agreement").
MATURITY DATE: November 30, 1997 ("Maturity Date").
LATE CHARGE: Five percent (5%) of the overdue amount of any regularly
scheduled payment after any applicable grace period
including Principal, Interest, costs and any
accelerated amount.
MONTHLY PAYMENT
DATE: The first day of each month unless otherwise specified
herein.
1. PROMISE TO PAY.
FOR VALUE RECEIVED, Maker hereby promises to pay to the order of Bank of
New Hampshire, ("Lender") at its offices at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇▇▇▇▇▇▇, or at such other place Lender or any subsequent holder hereof may in
writing designate, in immediately available funds, the Principal Amount, as from
time to time advanced and readvanced by Lender to Borrower for the following
purposes and amounts:
(i) Eight Million Five Hundred Thousand dollars ($8,500,000)
advanced to Borrower as a Revolving Line of Credit for purposes of
working capital pursuant to Section 3.1 et seq. of the Loan Agreement.
(ii) Five Million Four Hundred Eleven Thousand dollars
($5,411,000) advanced to Borrower pursuant to Section 3A et seq. of the
Loan Agreement for purposes of funding Borrower's obligations under a
Reimbursement Agreement with Lender of even date herewith.
9
Page 9
All payments shall be made in lawful currency of the United States of
America ("Dollars"), as provided herein, and in the Loan Agreement, including
all subsequent modifications, extensions and amendments thereto, but in any
event at the Maturity Date, together with payments as provided herein of
interest thereon from the date hereof on the Principal Amount from time to time
outstanding at the Applicable Rate or Rates (as defined below) and in the manner
hereinafter provided. All payments by Maker hereunder shall be applied in such
fashion as Lender deems appropriate in its complete discretion.
2. INTEREST AND PRINCIPAL PAYMENTS.
2.1 APPLICABLE INTEREST RATE. The Applicable Interest Rate will be a
variable rate, which will be calculated as provided below:
The Applicable Interest Rate will be equal to One percent (1%) per
annum above the Lender's Prime Rate, as adjusted by Lender from time to
time, calculated on the basis of a 360 day year. The Applicable Interest
Rate will change each time and as of the date that the Lender's Prime
Rate is changed without notice to Maker ("Payment Change Date"). Each new
Applicable Interest Rate will become effective on the Payment Change Date
and shall remain in effect until the next Payment Change Date.
2.2 INTEREST PAYMENTS. Interest, which has accrued during the preceding
month on the outstanding principal at the Applicable Interest Rate set forth
above, shall be paid monthly, commencing August 1, 1994 and continuing on the
same day of each successive month thereafter with a final payment of all unpaid
interest due on the Maturity date.
3. PREPAYMENT.
Borrower shall have the right to prepay all or any portion of the
Principal Amount at any time during the term hereof.
4. EVENTS OF DEFAULT.
Upon the occurrence of any of the following Events of Default, all sums
payable under this Note shall, at the option of Lender, become immediately due
and payable without further notice or demand:
4.1 failure to make a payment of principal or interest on this Note not
cured in accordance with the Loan Agreement and the Reimbursement Agreement or
any other sum payable hereunder, as and when due, or within any applicable cure
period, or on any other obligation of Maker to Lender, now existing or
subsequently created, whether by direct
10
Page 10
loan, guarantee or otherwise, or acceleration with respect thereto and not paid
within the applicable cure period; and,
4.2 any Event of Default of Maker pursuant to the Loan Agreement, the
Reimbursement Agreement or other Instruments or with any other document now or
subsequently evidencing any indebtedness or obligation of Maker to Lender.
5. WAIVERS.
Maker and all sureties and endorser of this Note hereby (a) waive demand,
presentment for payment, notice of nonpayment, protest, notice of protest and
all other notice, filing of suit and diligence in collecting this Note, in
enforcing any of the security rights or in proceeding against any of the
property covered by the Instruments, (b) agree to any substitution, exchange,
addition or release of any such property or the addition or release of any party
or person primarily or secondarily liable hereon, (c) agree that Lender shall
not be required first to institute any suit, or to exhaust its remedies against
Maker or any other person or party in order to enforce payment of this Note or
any guarantee, (d) consent to any extension, rearrangement, renewal or
postponement of time of payment of this Note and to any other indulgence with
respect hereto without notice, consent or consideration to any of them, (e)
waive any defense arising out of the alleged negligent release of any parties,
and (f) agree that, notwithstanding the occurrence of any of the foregoing,
except as to any such person expressly released in writing by Lender they shall
be and remain jointly and severally, directly and primarily, liable for all sums
due hereunder and under any and all of the Instruments.
6. RIGHT OF SET-OFF.
In the event of an Event of Default, and in addition to the other rights
contained herein, Lender shall have the immediate and unconditional right of
offset against all demand deposits, accounts, certificates, securities, chases
in action and all other rights or property of Maker reflecting an obligation of
Lender to Maker or any endorser, or any of them, which are then maintained with
(or in existence as against) Lender ("Cash Collateral").
7. LATE PAYMENT.
In the event a payment is not made by Maker when due, Maker shall in
addition to all other amounts then due pay a late charge (as liquidated damages)
equal to the Late Charge defined above. Acceptance by Lender of payment of the
Late Charge shall not be deemed a waiver of any default.
8. GENERAL PROVISIONS.
11
Page 11
8.1 No delay or omission on the part of Lender in exercising any right
hereunder shall operate as a waiver of such right, or of any other right of
Lender, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the same or any other right on any future occasion. No
single or partial exercise of a power hereunder shall preclude other exercises
thereof, or the exercise of any other power hereunder.
8.2 Any reference herein to a party in the masculine gender shall be
construed in the feminine or neuter gender, as the context may require.
8.3 If an Event of Default exists under the Note, or this Note is
collected or attempted to be collected by the initiation or prosecution of any
suit or through any probate or bankruptcy court, or by any other judicial
proceeding, or is placed in the hands of an attorney for collection, then Maker
shall pay, in addition to all other amounts owing hereunder, all collection
costs, appraisal costs, court costs and reasonable attorney's fees and all other
out-of-pocket expenses incurred by Lender.
8.4 This Note is fully negotiable, and upon negotiation may be
enforced by Lender or any holder in accordance with its terms.
8.5 This Note shall be governed exclusively by the laws of the State
of New Hampshire. Maker hereby agrees that any action under this Note shall be
maintained in a court of competent jurisdiction located therein, and consents to
the jurisdiction of any such New Hampshire court for all purposes connected
herewith. Maker consents to the jurisdiction of any court in any state in which
property of Maker is located. Any action by Maker against Lender may be
maintained only in the State and Federal courts in the State of New Hampshire.
8.6 In the event any payment of principal or interest received upon
this obligation and paid by Maker or any surety, co-maker or endorser, shall be
deemed by final order of a court of competent jurisdiction to have been a
voidable preference or fraudulent conveyance under the bankruptcy or insolvency
laws of the United States, or otherwise, then in such event to the extent such
payment is returned pursuant to such order, the obligation of the undersigned,
or any surety, co-maker or endorser shall, jointly and severally, survive as an
obligation due hereunder and shall not be discharged or satisfied by said
payment or payments, which obligation shall be payable ON DEMAND, with interest
as provided herein, notwithstanding return by Lender hereof to said parties of
this original hereof or any endorsement or the like.
8.7 This Note shall inure to the benefit of Lender, its successors,
assigns, endorsees and any person to whom Lender may grant any interest in this
Note, including without limitation, interests granted to the New Hampshire
Business Finance Authority, and shall be binding upon the undersigned and the
successors, assigns, heirs, executors,
12
Page 12
administrators and other legal representatives thereof; this Note is not
intended to create any right or other cause of action in or on behalf of any
person other than Lender, its successors, assigns, endorsees and any person to
whom Lender may grant any interest in this Note.
8.8 To the extent possible, each provision of this Note shall be
interpreted in a manner as to be valid, legal and enforceable under applicable
law. If any provision of this Note shall be held invalid, illegal or
unenforceable, such provision shall be ineffective only to the extent of such
invalidity, illegality or unenforceability and the validity, legality and
enforceability of the remaining provisions hereof will not in any way be
affected or impaired thereby.
8.9 This Note may be extended, modified, or renewed by agreement of
Maker and Lender without releasing, discharging or affecting the liability of
Maker or any sureties, endorser or guarantors of this Note.
8.10 All capitalized terms used herein and not herein defined shall
have the meaning given to them in the Loan Agreement.
8.11 This Note shall have the effect of an instrument executed under
seal.
IN WITNESS WHEREOF, Maker has caused this Note to be duly executed as of
the date first above written.
IN THE PRESENCE OF: MAKER:
FERROFLUIDICS CORPORATION
--------------------------- By:
------------------------------
Name:
Title:
13
Page ▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇
▇▇ this the __ day of September, 1996, before me, the undersigned officer,
personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, the Vice President and Chief Financial
Officer of Ferrofluidics Corporation, known to me (or satisfactorily proven) to
be the person whose name is subscribed to the within instrument, and
acknowledged that he executed this instrument as a free act and deed and for the
purposes therein contained on behalf of the corporation.
----------------------------------
Notary Public/Justice of the Peace
My Commission expires:
14
Page 14
EXHIBIT 1.3
Amendment To Mortgage
For valuable consideration, the sufficiency of which is hereby
acknowledged, Ferrofluidics Corporation, a Massachusetts business corporation
with a place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇")
hereby amends the Mortgage Deed, previously given by Mortgagor to Bank of New
Hampshire, a bank chartered under the laws of the State of New Hampshire, with a
place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ("Mortgagee")
which Mortgage is dated June 30, 1994 and recorded in the Hillsborough County
Registry of Deeds at Book 5551, Page 1011, ("Mortgage") for the purpose of
increasing the amount secured by said Mortgage from $7,911,000 to $13,911,000.
Accordingly, Mortgagor hereby amends the Mortgage as follows:
Paragraph one of the Mortgage is hereby amended to read as follows:
1. That Mortgagor in order to secure its payment in the amount
of Thirteen Million Nine Hundred Eleven Thousand Dollars
($13,911,000.00) plus interest, together with all advances,
readvances, extensions, charges, expenses, fees, amendments and
other charges as set forth in the Master Term Note from Mortgagor
to Mortgagee ("Note") in the amounts of (i) Eight Million Five
Hundred Thousand Dollars ($8,500,000.00) for a revolving line of
credit of even date; and (ii) Five Million Four Hundred Eleven
Thousand Dollars ($5,411,000.00), for a line of credit to fund
Borrower's obligations under an agreement with Lender of even date
("Reimbursement Agreement"); and (iii) the Revolving Loan and
Security Agreement of even date herewith (" Loan Agreement"),
including the performance of all conditions, undertakings and
obligations contained therein, and in the Loan Agreement and in
other instruments and documents executed in connection therewith
the obligations described in paragraphs (i) through (iii),
inclusive, shall be referred to collectively as the "Liabilities"
(the Note, the Reimbursement Agreement, the Loan Agreement and all
ancillary documents are referred to in the aggregate as the
"Instruments"), and for other good and valuable consideration paid
by Borrower to Mortgagee, hereby grants to Mortgagee, with
Mortgage Covenants, certain property with all buildings and
improvements thereon located in Nashua, Hillsborough County, New
Hampshire, as more particularly described on Exhibit A hereto (the
"Premises").
In all other respects, the Mortgage shall remain in full force and effect
in accordance with its original terms and priority and the and obligations of
the Mortgagor shall remain enforceable in accordance therewith. Mortgagor
acknowledges and agrees and represents to Mortgagee that there are no defenses,
offsets, rights or
15
Page 15
other claims which Mortgagor or any other party can assert that would affect the
obligations of Mortgagor or the rights of Mortgagor under the Mortgage.
WITNESS: BORROWER:
FERROFLUIDICS CORPORATION
--------------------------- By:
------------------------------
Name:
Title:
STATE OF NEW HAMPSHIRE
COUNTY OF
On this the __ day of ,1996, before me, the undersigned officer,
personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇, who acknowledged himself to be the Vice
President and Chief Financial Officer of Ferrofluidics CORPORATION and that he,
as such Vice President and Chief Financial Officer, being authorized to do so,
executed the foregoing First Amendment to Note and Loan Agreement for the
purposes therein contained, by signing the name of the corporation by himself as
Vice President and Chief Financial Officer with the intention that it be
effective as of the date first above written.
-------------------------------------------
Justice of the Peace/Notary Public
16
Page 16
EXHIBIT 1.6
Amendment To Assignment of Leases
For valuable consideration, the sufficiency of which is hereby
acknowledged, Ferrofluidics Corporation, a Massachusetts business corporation
with a place of business at ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇")
hereby amends the Assignment of Leases, previously given by Mortgagor to Bank of
New Hampshire, a bank chartered under the laws of the State of New Hampshire,
with a place of business at ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇,
("Lender") which Mortgage is dated June 30, 1994 and recorded in the
Hillsborough County Registry of Deeds at Book 5551, Page 1020, for the purpose
of increasing the amount secured by said Assignment, as follows
1. The first Recital paragraph, after the "Witnesseth" clause, is hereby
amended to read as follows:
WHEREAS, Lender has agreed to provide Borrower with lines of credit
consisting of: (i) a revolving line of credit loan in the amount of up to
Eight Million Five Hundred Thousand Dollars ($8,500, 000. 00) and (ii) a
line of credit in the amount of up to Five Million Four Hundred Eleven
Thousand Dollars ($5,411,000.00) pursuant to an agreement with Lender of
even date herewith ("Reimbursement Agreement"), all as evidenced in the
Master Term Note of even date in the principal amount of Thirteen Million
Nine Hundred Eleven Thousand Dollars ($13,911,000.00) ('"Note"):
In all other respects, the aforesaid Assignment of Leases shall remain in
full force in effect, entitled to its priority in accordance with the original
date of execution and recording.
IN WITNESS WHEREOF, Borrower has executed this instrument as of this day
of November, 1996.
WITNESS: BORROWER:
FERROFLUIDICS CORPORATION
--------------------------- By:
------------------------------
Name:
Title:
17
Page ▇▇
▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇
▇▇ this the __ day of November, 1996, before me, the undersigned officer,
personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ who acknowledged himself to be the Vice
President and Chief Financial Officer of Ferrofluidics Corporation, a
_________________ corporation, and that he, as such Vice President and Chief
Financial Officer, being authorized to do so, executed the foregoing Assignment
of Leases for the purposes therein contained, by signing the name of the
corporation by himself as Vice President and Chief Financial Officer with the
intention that it be effective as of the date first above written.
-----------------------------------------
Justice of the Peace/Notary Public
