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LOAN MODIFICATION AGREEMENT

Addendum or Modifications

LOAN MODIFICATION AGREEMENT | Document Parties: LMIC INC | LMIC MANUFACTURING,  INC | BRANCH  BANKING  AND TRUST COMPANY You are currently viewing:
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LMIC INC | LMIC MANUFACTURING, INC | BRANCH BANKING AND TRUST COMPANY

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Title: LOAN MODIFICATION AGREEMENT
Governing Law: Maryland     Date: 1/5/2005
Industry: Misc. Financial Services    

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                                                                    Exhibit 99.1

 

                           LOAN MODIFICATION AGREEMENT

                           ---------------------------

 

      THIS LOAN MODIFICATION AGREEMENT   ("AGREEMENT") is made to be effective as

of the 29th day of   December   2004,   by and   between   BRANCH   BANKING   AND TRUST

COMPANY   ("LENDER"),   LMIC MANUFACTURING,   INC, formerly Linsang   Manufacturing,

Inc., a Delaware   corporation (the "BORROWER") and KWOK-LEUNG LI   (collectively,

the "OBLIGORS").

 

                                    RECITALS

                                    --------

 

      R.1.   The   LENDER   has   extended   a term   loan   ("LOAN")   to the   BORROWER

evidenced   by a   Promissory   Note   dated   May 31,   2001 in the   original   stated

principal amount of $5,000,000.00 ("NOTE").

 

      R.2. The terms of the LOAN are governed by a Loan Agreement   dated May 31,

2001,   which was amended by an Amendment to Loan   Agreement   dated April 3, 2002

(collectively the "LOAN AGREEMENT").

 

      R.3. The BORROWER'S   repayment   obligations   under the NOTE are secured by

its   equipment,    accounts,    inventory,    documents,   general   intangibles   and

instruments   pursuant   to the terms of a Security   Agreement   dated May 31, 2001

("SECURITY AGREEMENT").

 

      R.4. A proper   financing   statement under the name Linsang   Manufacturing,

Inc. was filed by the LENDER with the   Delaware   Secretary of State on March 12,

2001.   Subsequent   to a   merger   wherein   Linsang   Manufacturing,   Inc.   was the

surviving corporate entity, Linsang Manufacturing, Inc. changed its name to LMIC

Manufacturing, Inc., effective October 15, 2003. A proper amendment to financing

statement,   noting a name change to LMIC   Manufacturing,   Inc., was filed by the

LENDER in the records of the   Delaware   Secretary   of State on November 3, 2003,

which operated to continue the LENDER'S perfected security interests.

 

      R.5.   Several Note   Modification   Agreements were executed by the BORROWER

and the LENDER deferring   principal   payments due in November and December 2002,

April   through    December    2003   and   June   through    August   2004   (the   "NOTE

MODIFICATIONS").

 

      R.6. The BORROWER'S   repayment   obligations under the NOTES are guaranteed

by   Kwok-Leung   Li pursuant to the terms of a Guaranty   Agreement   dated May 31,

2001,   as amended by an   Amendment   to Guaranty   Agreement   dated April 3, 2002,

pursuant to which Kwok Li agreed to pledge personal   collateral owned by him and

his wife to secure his guaranty (collectively, the "GUARANTY").

 

<PAGE>

 

      R.7. Kwok-Leung Li and Felice Li executed a Security Agreement dated April

3, 2002 ("PERSONAL PLEDGE   AGREEMENT")   pledging certain personally owned assets

to secure the obligations of Kwok-Leung Li under the GUARANTY.

 

      R.8. The BORROWER is in default under the terms of the NOTE in that it has

failed to make the required   principal   payments due   thereunder   for   September

through December 2004 (the "EXISTING DEFAULT").

 

      R.9.   The   BORROWER   has   requested   that the   LENDER   agree to permit the

deferral of principal payments from September 2004 through January 2005 in order

to improve the cash flow of the   BORROWER   and to better   enable the BORROWER to

acquire a firm commitment from another lender or other financial   institution to

refinance the   indebtedness of the BORROWER to the LENDER on or before March 30,

2005.

 

      R.10.   The LENDER is willing   to   consent to the   request if the   OBLIGORS

agree to the   acceleration   of the   maturity   of the LOAN to March 31, 2005 from

June 1, 2005,   execute and deliver this   AGREEMENT and comply with the terms and

conditions set forth herein.

 

      R.11. All of the documents   relating to the NOTE, the NOTE   MODIFICATIONS,

the LOAN AGREEMENT,   the GUARANTY,   the SECURITY AGREEMENT,   the PERSONAL PLEDGE

AGREEMENT and all documentation   relating thereto are hereinafter referred to as

the "LOAN DOCUMENTS."

 

      NOW,   THEREFORE,   in   consideration   of the   premises,   and other good and

valuable    consideration,    the   receipt   and    adequacy   of   which   are   hereby

acknowledged, the LENDER and the OBLIGORS hereby agree as follows:

 

      Section 1.   Recitals.   The LENDER and the   OBLIGORS   acknowledge   that the

Recitals   set   forth   above   are   true and   accurate.   Each of the   Recitals   is

incorporated into this AGREEMENT by reference and made a part hereof.

 

      Section 2. Acknowledgment Of Obligations.   The OBLIGORS   acknowledge that:

(a) the LOAN   DOCUMENTS are the valid and binding   obligations   of the OBLIGORS,

and are fully   enforceable in accordance with their stated terms; (b) the LENDER

but for this   AGREEMENT   would have the right to exercise its default rights and

remedies;   and (c) the duties of the OBLIGORS to pay and perform its obligations

to the   LENDER in   accordance   with the LOAN   DOCUMENTS   are not   subject to any

set-offs, defenses or counterclaims.

 

      Section   3.   Acknowledgment   of   Amounts   Due Under   LOAN   DOCUMENTS.   The

OBLIGORS   acknowledge   and agree that the principal   amount which is outstanding

under the NOTE as of December 28, 2004 is $2,365,734.47.

 

      In addition,   there is also due and owing from the BORROWER to the LENDER,

under the LOAN DOCUMENTS,   all actual costs, expenses,   fees, including, but not

limited to,   attorneys'   fees which the LENDER has incurred and may incur in the

future in connection with the LOAN DOCUMENTS, including, but not limited to, all

costs,   expenses and attorneys' fees which the LENDER has incurred and may incur

in the future in preparing,   negotiating and consummating   this AGREEMENT and in

preparing,   negotiating,    consummating   and/or   recording   any   and   all   other

documents provided for in and/or contemplated by this AGREEMENT.

 

<PAGE>

 

      Section   4.   Representations.   To induce   the   LENDER   to enter   into this

AGREEMENT and to provide the OBLIGORS with the accommodations   described herein,

the   OBLIGORS   make the   representations   and   warranties   set   forth   below and

acknowledge the LENDER'S   justifiable   right to rely upon these   representations

and warranties.

 

            a. No Litigation.   There is no material action, suit, investigation,

or proceeding   pending or, in the knowledge of the OBLIGORS,   threatened against

either   of the   OBLIGORS,   nor is there   any   action,   suit,   investigation,   or

proceeding   pending   which may affect the ability of the OBLIGORS to provide any

of the security   acquired by the LENDER.   In the event that,   subsequent   to the

execution and delivery of this AGREEMENT, either of the OBLIGORS receives notice

of, or   otherwise   acquires   knowledge   of,   any such   suit,   investigation,   or

proceeding, it shall immediately disclose the same to the LENDER in writing.

 

            b. Organization; Good Standing; Authorization. The BORROWER: (i) has

the power to enter into this AGREEMENT and all other LOAN DOCUMENTS   required to

be executed and has the power to perform all of its   obligations   hereunder   and

thereunder;   (ii) has duly   authorized   the entry into and   performance   of this

AGREEMENT and all other LOAN DOCUMENTS   required to be executed by it; and (iii)

is in good   standing in the state of its   organization,   and is in good standing

and qualified in all other states in which such   qualification is required or is

in the process of obtaining such required qualification. Luis Negrete, president

of the   BORROWER,   is   authorized   to execute   this   AGREEMENT   on behalf of the

BORROWER based on the Certificate of Corporate   Resolutions and Authorization to

Borrow, dated April 26, 2001, previously delivered to the LENDER.

 

            c. Valid,   Binding and   Enforceable.   Each of the LOAN   DOCUMENTS to

which each of the   OBLIGORS   is a party is the valid and binding   obligation   of

each OBLIGOR which is a party   thereto,   and is fully   enforceable in accordance

with all stated terms.

 

            d. No Violation.   The OBLIGORS'   entry into this   AGREEMENT will not

violate   any   agreements   to which   they   are a party   or by which   any of their

property is bound.

 

            e. No Other   Defaults.   The   OBLIGORS   represent   that   there are no

defaults under the LOAN DOCUMENTS other than the EXISTING DEFAULT.

 

            f. Corporate Documents. The OBLIGORS confirm that there have been no

changes or amendments to the BORROWER'S   organizational documents last delivered

to the LENDER.

 

<PAGE>

 

            g.   Lease.   There are   currently   no   defaults   under the lease with

Ammendale Commerce Center Limited Partnership

 

      Section 5. Payments.   The BORROWER   shall make   principal   payments in the

amount of   $122,368.53   on February   1, 2005 and March 1, 2005,   and then make a

final   payment of all   indebtedness   owed under the NOTE on or before   March 31,

2005.

 

      Section   6. New   Maturity.   All   amounts   due   under the NOTE and the LOAN

DOCUMENTS shall be fully due and payable on or before March 31, 2005.

 

      Section 7. Deferral Fee. The BORROWER shall pay to the LENDER a $15,000.00

deferral fee,   which shall   immediately be deemed to have been fully earned upon

execution   of this   AGREEMENT,   and shall be paid by the   BORROWER   on or before

January 17, 2005.

 

      Section 8.   Waiver of Existing   Default.   The LENDER   waives the   EXISTING

DEFAULT and the   requirement   for   principal   payments   from   September   1, 2004

through January 1, 2005.

 

      Section 9. Events of Default.   The following   shall   constitute   events of

default ("EVENTS OF DEFAULT") under this AGREEMENT:   (a) any breach by either of

the   OBLIGORS   of their   respective   duties   and   obligations   set forth in this

AGREEMENT;   (b) if any   misrepresentation   has   been   made   herein;   or (c)   the

occurrence of an event of default under any of the LOAN DOCUMENTS.

 

      Section   10.   Remedies.   If   there   is an   EVENT   OF   DEFAULT   under   this

AGREEMENT,   the   LENDER   shall be   entitled   to   exercise   all of its rights and

remedies under the LOAN DOCUMENTS and applicable law, including, but not limited

to,   accelerating the   indebtedness   owed under each of the NOTES and drawing


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