SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 5(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 2, 1996
MICRONETICS WIRELESS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
33-16453 22-2063614
(Commission File No.) (IRS Employer I.D. No.)
26 Hampshire Drive
Hudson, NH 03051
(Address of principal executive offices) (Postal Code)
Registrant's telephone number, including area code (603) 883-2900
Exhibit Index is on Page 2.
Page 1 of 32
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On February 2, 1996, Micronetics Wireless, Inc. (the
"Company") purchased a 31,000 square foot building at 26 Hampshire
Drive, Hudson, New Hampshire 03051 from Jokah Realty, L.L.C., (the
"Seller"). The purchase price was $880,000. The purchase price
and other terms of the sale were determined in arms-length
negotiations between the Seller and the Company, neither of which
are affiliated with each other.
In connection with the purchase, the Company borrowed an
aggregate of $792,000 from the Bank of New Hampshire. Of this
amount, $440,000 was secured by a first mortgage due February 2,
2006. The balance was a bridge loan to be repaid when the Company
receives the proceeds of a $352,000 second mortgage loan from the
Small Business Administration.
The Company presently occupies 50% of this building and rents
out the balance to an unaffiliated entity.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) (1) Loan Agreement dated February 2, 1996 between the Company
and Bank of New Hampshire.
(2) Warranty Deed dated February 2, 1996 between Jokah
Realty, L.L.C. and the Company.<PAGE>
SIGNATURES
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
MICRONETICS WIRELESS, INC.
February 14, 1996 By: s/Richard S. Kalin
Richard S. Kalin,
President
micro\form-8k.296
<PAGE>
LOAN AGREEMENT
LOAN AGREEMENT (the "Agreement"), made this 2nd day of
February, 1996 by and between MICRONETICS WIRELESS, INC., a
Delaware corporation with a principal place of business at 26
Hampshire Drive, Hudson, New Hampshire 03051 (the "Borrower") and
BANK OF NEW HAMPSHIRE, a bank organized under the laws of the State
of New Hampshire with a principal place of business 300 Franklin
Street, P.O. Box 600, Manchester, New Hampshire 03105 the "Bank").
WITNESSETH:
WHEREAS, the Bank has agreed to extend to Borrower, at
the Borrower's request, (I) a term loan in the amount of Four
Hundred Forty Thousand Dollars ($440,000) (the "Term Loan"); (ii)
an interim bridge loan in the amount of Three Hundred Fifty-Two
Thousand Dollars ($352,000) (the "Bridge Loan"); (iii) a revolving
line of credit loan in an amount of up to Five Hundred Thousand
Dollars ($500,000.00) (the "Revolving Line of Credit"); and (iv) an
equipment term loan in the amount of Two Hundred Twenty-five
Thousand Dollars ($225,000) (the "Equipment Term Loan")
(collectively, the Term Loan, Bridge Loan, Revolving Line of
Credit, and Equipment Term Loan are sometimes hereinafter referred
to as the "Loan" or "Loans"), all upon the terms and conditions
hereafter set forth.
NOW, THEREFORE, in consideration of the foregoing, and
the promises, covenants, and agreements hereinafter set forth, and
other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged by Borrower, Borrower and Bank
hereby promise, covenant, and agree as follows:
ARTICLE I. TERM LOAN
The Bank agrees to make the Term Loan to the Borrower
subject to and upon the following terms and conditions:
A. Amount.
The amount of the Term Loan is Four Hundred Forty Thousand
Dollars ($440,000).
B. Interest Rate.
The Term Loan shall bear interest at an annual rate equal
to the Bank's Prime Rate, so-called, adjusted annually, plus one
percent (1%). Interest shall be calculated and charged daily on
the actual days elapsed on the basis of thirty (30) day months over
a banking year of three hundred sixty (360) days. The "Prime Rate"
of the Bank is the rate of interest established and announced by
the Bank for reference purposes only as an index for its base rate
of interest on commercial loans and may not be the lowest rate of
interest available through the Bank.
C. Term; Repayment.
The Borrower shall repay this Note in one hundred
nineteen 119) monthly installments of principal and interest, with
a final installment of all unpaid principal and accrued interest
due on February 2, 2006. Repayment of principal for the monthly
installments is based upon a hypothetical twenty (20) year
amortization period from the date hereof, with the accrued interest
at the rate set forth above. For the first year during the term
hereof, the annual interest rate shall be nine and three quarters
percent (9 3/4%), and the monthly installments shall be fixed in
the amount of Four Thousand One Hundred Seventy-Four Dollars and
Sixty Cents ($4,174.60). On the first anniversary of the date
hereof, and on each anniversary thereafter, the amount of the
monthly installment of principal and interest for the next twelve
(12) monthly installments shall be adjusted to such monthly amount
as is sufficient to fully amortize the then outstanding principal
balance over the remainder of the hypothetical twenty year
amortization term at the interest rate then in effect.
D. Use of Proceeds.
The Borrower shall use the proceeds of the Term Loan for
the acquisition of the real property and improvements located at 26
Hampshire Drive, Hudson, New Hampshire (the "Premises") .
E. Term Loan Note.
The Term Loan shall be evidenced by and upon the
additional terms and conditions set forth in a Term Loan Promissory
Note of even date made by the Borrower and payable to the order of
the Bank in the principal sum of Four Hundred Forty Dollars
($440,000) (the "Term Loan Note").
ARTICLE II. BRIDGE LOAN
The Bank agrees to make the Bridge Loan to the Borrower
subject to and upon the following terms and conditions:
A. Amount.
The amount of the Bridge Loan is Three Hundred Fifty-two
Thousand Dollars ($352,000).
B. Interest Rate.
The Bridge Loan shall bear interest at an annual,
variable rate equal to the Bank's Prime Rate, as established and
charged by the Bank from time to time, plus one percent (1%).
Interest shall be calculated and charged daily based on the actual
days elapsed over a banking year of three hundred sixty (360) days.
Each time the Prime Rate changes, the interest rate hereunder shall
change contemporaneously with such change in the Prime Rate.
C. Term; Repayment.
The Bridge Loan shall have a term of one hundred eighty
(180) days from the date hereof. In repayment of the Bridge Loan,
the Borrower shall make monthly payments of interest on the
outstanding principal at the rate set forth above. The monthly
payment of interest shall commence on that date thirty (30) days
from the Closing Date (or such other date as the parties may agree
upon during said thirty (30) day period to provide for a convenient
payment date), and subsequent payments being made on the
corresponding day of each succeeding calendar month. The Bridge
Loan shall be due and payable in full upon the earlier to occur of
(a) the date of funding to the Borrower of a certain United States
Small Business Administration 504 Loan pursuant to a certain 1248
Authorization and Debenture Guaranty Agreement (SBA Debenture
Number 504-887106 30 08-CON) dated February 2, 1996, or (b) one
hundred eighty (180) days from the date hereof (such earlier date
being the "Maturity Date"). All principal and accrued and unpaid
interest is payable in full on the Maturity Date.
D. Use of Proceeds.
The Borrower shall use the proceeds of the Bridge Loan
solely for the acquisition of the Premises.
E. Bridge Loan Note.
The Bridge Loan shall be evidenced by and upon the
additional terms and considerations set forth in an Interim Bridge
Loan Promissory Note of even date made by the Borrower and payable
to the order of the Bank in the principal sum of Three Hundred
Fifty-Two Thousand Dollars ($352,000) (the "Bridge Loan Note").
ARTICLE III. THE REVOLVING LINE OF CREDIT LOAN
The Bank agrees to make the Revolving Line of Credit
available to the Borrower subject to and upon the following terms
and conditions:
A. Maximum Amount. The maximum amount available to the
Borrower under the Revolving Line of Credit shall be Five Hundred
Thousand Dollars ($500,000.00)
B. Interest Rate.
Principal outstanding under the Revolving Line of Credit
shall bear interest at an annual, variable rate equal to the Bank's
Prime Rate, as established and changed by the Bank from time to
time, plus one percent (1%). Interest shall be calculated and
charged daily on the actual days elapsed on the basis of thirty
(30) day months over a banking year of three hundred sixty (360)
days. Each time the Prime Rate changes, the interest rite
hereunder shall change contemporaneously with such change in the
Prime Rate.
C. Payment.
Pending demand or non-renewal of the Revolving Line of
Credit on any Credit Review Date (as hereinafter defined), the
Borrower shall make monthly payments of interest only on the then
outstanding principal balance of the Revolving Line of Credit, the
first such payment being made on that date thirty (30) days from
the Closing Date (or such other date as the parties may agree upon
during said thirty (30) day period for purposes of convenience),
and subsequent payments being made on the corresponding day of each
succeeding calendar month. Absent an earlier demand, the
outstanding principal balance of the Revolving Line of Credit,
together with all accrued interest and any other charges, fees or
other sums provided for herein or in the Loan Documents (as
hereinafter defined), shall be due and payable in full on August
31, 1996; provided that the Bank may, in its sole discretion, renew
the Revolving Line of Credit on such date and on any subsequent
anniversary of such date (August 31, 1996 and each anniversary
thereof being a "Credit Review date").
D. Termination of Commitment; Advances; Renewal.
The obligation of the Bank to make advances to the
Borrower under the Revolving Line of Credit shall terminate upon
the earlier of demand by the Bank or non-renewal by the Bank on any
Credit Review Date. At the sole discretion of the Bank, the
Revolving Line of Credit may be renewed by the Bank upon any Credit
Review Date and if so renewed the Revolving Line of Credit shall
thereafter be upon the same terms and conditions as provided herein
and in the Loan Documents, except as may otherwise be agreed to by
Bank and Borrower in writing. The Revolving Line of Credit shall
be disbursed, advanced, readvanced, and repaid as provided in the
Revolving Line of Credit Note (as hereinafter defined) and this
Agreement. Borrower may request advances orally (provided that
Borrower shall confirm such oral request in writing to the Bank
within ten (10) days) or in writing from time to time in accordance
with such procedures as the Bank may from time to time specify in
an amount such that the aggregate amounts outstanding under the
Revolving Line of Credit do not exceed the maximum available
amount as determined under Paragraph A of this Section III above.
The Bank shall be under no obligation to make any advance at any
time or times during which an Event of Default has occurred or is
existing under this Agreement or the Loan Documents (as hereinafter
defined), or if any condition exists which, if not cured, would
with the passage of time or the giving of notice, or both,
constitute such an Event of Default. At the time of each advance
and readvance under the Revolving Line of Credit, the Borrower
shall immediately become indebted to the Bank for the amount
thereof. Each such advance or readvance may be credited by the
Bank to any deposit account of Borrower with the Bank, be paid to
the Borrower or applied to any obligation of the Borrower to the
Bank, as the Bank may in each instance elect. Borrower authorizes
the Bank to charge any account which the Borrower maintains with
the Bank for any payments which the Borrower may or must make, or
customarily makes, to the Bank from time to time. NOTWITHSTANDING
ANY OTHER PROVISION HEREIN TO THE CONTRARY, THE REVOLVING LINE OF
CREDIT IS AND SHALL BE A DEMAND OBLIGATION OF THE BORROWER.
E. Use of Proceeds.
The proceeds of the Revolving Line of Credit shall
be used by the Borrower solely for ordinary working capital
purposes.
F. Revolving Line of Credit Note.
The Revolving Line of Credit shall be evidenced by
and upon the additional terms and conditions set forth in a
Revolving Line of Credit Promissory Note of even date made by the
Borrower and payable to the order of the Bank in the principal sum
of up to Five Hundred Thousand Dollars ($500,000.00), which note,
notwithstanding any other provision herein to the contrary, shall
be a DEMAND OBLIGATION of the Borrower (the "Revolving Line of
Credit Note").
ARTICLE IV. EQUIPMENT TERM LOAN
The Bank agrees to make the Equipment Term Loan to
the Borrower subject to and upon the following terms and
conditions:
A. Amount.
The amount of the Equipment Term Loan is Two
Hundred Twenty-five Thousand Dollars ($225,000).
B. Interest Rate.
The Equipment Term Loan shall bear interest at an
annual rate equal to the Bank's Prime Rate, adjusted annually, plus
one percent (1%) per annum. Interest shall be calculated and
charged daily based on the actual days elapsed over a banking year
of three hundred sixty (360) days.
C. Term; Repayment.
The Equipment Loan shall mature and be due and
payable in full on November 1, 1999. In repayment of the Equipment
Term Loan, the Borrower shall make equal monthly payments of
principal in the amount of Five Thousand Dollars ($5,000.00),
together with monthly payments of accrued interest on the
outstanding principal at the rate set forth above, with a final
installment of all unpaid principal and accrued interest due on
November 1, 1999. Monthly payments of principal and interest shall
commence on that date thirty (30) days from the Closing Date (or
such other date as the parties may agree upon during said thirty
(30) day period to provide for a convenient payment date), and
subsequent payments being made on the corresponding day of each
succeeding calendar month.
D. Use of Proceeds.
The Borrower shall use the proceeds of the
Equipment Term Loan solely for the payoff of Borrower's existing
equipment loan from First NH Bank and acquisition of new equipment.
E. Equipment Term Loan Note.
The Equipment Term Loan shall be evidenced by and
upon the additional terms and conditions set forth in the equipment
Term Loan Promissory Note of even date made by the borrower and
payable to the order of the Bank in the principal sum of Two
Hundred Twenty-five Thousand Dollars ($225,000) (the"Equipment Term
Loan Note").
ARTICLE V. FORM OF PAYMENTS
All payments made by the Borrower of principal of,
and interest on, the Loan and other sums and charges payable
hereunder shall be made to the Bank in immediately available,
lawful United States of America currency at its office set forth
above, or by the debiting by the Bank of the demand deposit
account(s) in the name of the Borrower at the Bank, or in such
other reasonable manner as may be designated by the Bank in writing
to the Borrower, and in any event shall be made in immediately
available funds. The Borrower authorizes the Bank automatically to
debit the Borrower's demand deposit account at Closing for expenses
and other sums due and payable by Borrower at Closing.
ARTICLE VI. SECURITY; SUBORDINATION OF DEBT
A. Security.
The Term Loan shall be secured by a first priority
mortgage lien on the Premises, an assignment of leases and rents
with respect to the Premises, and the other Collaterals hereinafter
defined) described below. The Bridge Loan shall be secured by a
second priority mortgage lien on the Premises, an assignment of
leases and rents with respect to the Premises, and the other
Collateral. The Revolving Line of credit, the Equipment Term Loan,
and all other obligations of the Borrower to the Bank shall at all
times be secured by: (I) first priority perfected security
interests in all of the tangible and intangible personal property
of Borrower, whether now existing or hereafter arising or hereafter
acquired, including all accessions, additions, substitutions and/or
replacements thereto or therefor, and all products and proceeds
(whether cash or non-cash) thereof, pursuant to the terms of a
security agreement in form and substance satisfactory to the Bank
and its counsel the "Security Agreement"); and (ii) such financing
statements, financing statement search requests, assignments,
agreements to assign, and such other instruments, in each case in
form and substance satisfactory to the Bank and its counsel, as the
Bank may reasonably request in connection with securing the Loan.
To the extent any of the Collateral (as hereinafter defined) is
subject to a certificate of title or other statute requiring
perfection of a security interest therein in a manner other than by
filing UCC -1 financing statements pursuant to the Security
Agreement, the Borrower shall deposit such certificates of title
with and execute and deliver such assignments thereof to the Bank
in form and substance satisfactory to Bank and Bank's counsel and
sufficient to grant a first priority perfected security interest
therein to the Bank.
All agreements and instruments described or
contemplated in this Article VI, together with any and all other
agreements and instruments heretofore or hereafter executed in
connection with the Loans or securing the Loans or any other
obligations of the Borrower to the Bank are sometimes hereinafter
collectively referred to as the "Loan Documents", and the term
"Collateral" as used herein shall be deemed to include all assets
of the Borrower secured, mortgaged, pledged, assigned, or otherwise
encumbered or covered by any Loan Document delivered or deliverable
hereunder. The Borrower covenants and agrees to take such further
actions and to execute such additional documents as may reasonably
be necessary from time to time to enable the Bank to obtain and
maintain the security interests and liens contemplated by this
Article III.
B. Subordination of Debt.
The Borrower covenants and agrees that the
existing debt of Borrower to the shareholders of Borrower
collectively, the "Shareholders"), if any, and all future debt if
permitted hereunder (collectively, all such debt being the
"Shareholder Debt"), shall be and hereby is, without need for
further writing, made subject and subordinate to the prior payment
and performance of all obligations of Borrower contained herein and
in the Loan Documents. Any claims of the Shareholders against the
Borrower, individually or jointly, to which the Shareholders may
become entitled shall be and hereby are, without need for further
writing, subject and subordinate to the payment and performance in
full of all obligations due the Bank hereunder and under the Loan
Documents.
ARTICLE VII. CONTINUING REPRESENTATIONS AND
WARRANTIES
To induce the Bank to enter into this Agreement
and to make the Loan, the Borrower warrants and represents to the
Bank that:
A. Good Standing.
Borrower is a corporation, duly organized, validly
existing, and in good standing under the laws of the State of
Delaware, and is duly qualified to do business in the State of New
Hampshire. The Borrower has the power to own its properties and to
carry on its business as now being conducted. In addition, Borrower
is, to the best of its knowledge, duly qualified to do business and
is in good standing in each jurisdiction in which the character of
the properties owned by it therein or in which the transaction of
its business makes such qualification necessary.
B. Authority.
The Borrower has full power and authority to enter
into this Agreement and to borrow hereunder, to execute and deliver
the Loan Documents and to incur the obligations provided for herein
and in the Loan Documents, all of which have been duly authorized
by all proper and necessary corporate or other action. Any consent
or approval of stockholders, beneficiaries, or of any public
authority required as a condition to the legal validity of this
Agreement or the Loan Documents has been obtained. Richard S.
Kalin (the "Principal") is the President of Borrower and is duly
authorized on behalf of Borrower to execute the Loan Documents to
be executed and delivered by Borrower.
C. Binding Agreement.
This Agreement and the Loan Documents constitute
the valid and legally binding obligations of the Borrower,
enforceable in accordance with their terms; provided, that the
validity or enforceability of any provisions in the Loan Documents,
or of any rights granted to the Bank pursuant thereto may be
subject to and affected by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the rights of
creditors generally and that the right of the Bank to specifically
enforce any provisions of the Loan Documents is subject to general
principles of equity.
D. Litigation.
There are no suits or proceedings pending or, to
the knowledge of the Borrower, threatened against or affecting the
Borrower or its assets which, if adversely determined, would have
a material adverse effect on the financial condition or business of
the Borrower and which have not been disclosed in writing to the
Bank. There are no proceedings by or before any governmental
commission, board, bureau or other administrative agency pending,
or, to the knowledge of the Borrower, threatened against the
Borrower, which, if adversely determined, would have a material
adverse effect on the financial condition or business of the
Borrower and which have not been disclosed in writing to the Bank.
E. Conflicting Agreements; Consents.
There is no charter, bylaw, preference stock, or
trust provision of the Borrower, and no provision(s) of any
existing mortgage, indenture, contract or agreement binding on the
Borrower or affecting its property, which would conflict with, have
a material adverse effect upon, or in any way prevent the
execution, delivery, or performance of the terms of this Agreement
or the Loan Documents. The Borrower is not required to obtain any
order, consent, approval, authorization of any person, entity, or
governmental authority in connection with or a condition to the
execution, delivery, and performance of this Agreement or the Loan
Documents or the granting of the security interests and liens in
the Collateral.
F. Financial Condition.
The annual financial statements heretofore
delivered to the Bank by the Borrower have been prepared in
accordance with generally accepted accounting principles,
consistently applied, and that such financial statements are
complete and correct, and fairly present the financial condition
and results of the Borrower. Other than those liabilities
disclosed in writing to the Bank, there are no liabilities, direct
or indirect, fixed or contingent, of the Borrower which are not
reflected in the financial statements or in the notes thereto which
would be required to be disclosed therein and there has been no
material adverse change in the financial condition or operations of
the Borrower since the date of such financial statements.
G. Taxes.
The Borrower has filed all federal, state and local
tax returns required to be filed by them and have paid all taxes
shown by such returns to be due and payable on or before the due
dates thereof.
H. Licenses, Franchises, Etc.
The Borrower possesses all permits, approvals,
licenses, franchises, patents, trademarks, service marks, trademark
and service mark rights, trade names, trade name rights and
copyrights necessary to conduct their businesses substantially as
now conducted, and as proposed to be conducted, in each case
subject to no mortgage, pledge, lien, lease, encumbrance, charge,
security interest, title retention agreement or option which is not
permitted by this Agreement to exist, and, without any known
conflict with any such rights or assets of others.
I. No Purchase of Margin Stock.
No part of the proceeds received by the Borrower
from the Loan will be used directly or indirectly for the purpose
of purchasing or carrying, or for payment in full or in part of
indebtedness which was incurred for the purposes of purchasing or
carrying any margin stock, as such term is used and defined in
Regulation U of the Board of Governors of the Federal Reserve
system.
J. Solvency.
The present fair saleable value of the Borrower's
assets is greater than the amount required to pay its total
liabilities; the amount of the Borrower's capital is adequate in
view of the type of business in which it is engaged and the
Borrower is able to pay its debts as they mature.
K. Not a Successor.
Except as contemplated by this Agreement or as
previously disclosed to the Bank, the Borrower has not, within the
six year period immediately preceding the date of this Agreement,
changed its name (except for its previous name Micronetics, Inc.),
been the surviving corporation of a merger or consolidation, or
acquired all or substantially all of the assets of any person.
L. Full Disclosure.
None of the information with respect to the
borrower which has been furnished to the Bank in connection with
the transactions contemplated hereby is false or misleading with
respect to any material fact, or omits to state any material fact
necessary in order to make the statements therein not misleading.
M. Employee Benefit Plans.
The Borrower has not incurred any material
accumulated funding deficiency within the meaning of the Employee
Retirement Income Security Act of 1974, as amended ("NERISA"), has
not incurred any material liability to the Pension Benefit Guaranty
Corporation established under ERISA (or any successor thereto) in
connection with any profit sharing, group insurance, bonus,
deferred compensation, percentage compensation, stock option,
severance pay, insurance, pension or retirement plan or other oral
or written agreement or commitment relating to employment or fringe
benefits or perquisites for employees, officers or directors of the
Borrower (an "Employee Benefit Planer"), and no Employee Benefit
Plan which is subject to ERISA had, as of its latest valuation
date, accrued benefits (whether or not vested) the present value of
which exceeded the value of the assets of such Employee Benefit
Plan, based upon actuarial assumptions utilized for such Plan.
N. Subsidiaries.
The Borrower does not have any subsidiaries.
0. Principal Place of Business; Location of
Records.
The Borrower's principal place of business is
currently located at 26 Hampshire Drive, Hudson, New Hampshire (the
"Premises"). The Borrower does not have any other places of
business other than those disclosed in the Security Agreement. All
of the books and records or true and complete copies thereof
relating to the accounts and contracts of the Borrower are and
will be kept at the Premises.
P. Compliance with Laws.
The Borrower is in compliance in all material
respects with all laws and governmental rules and regulations
applicable to the Collateral and to their businesses, properties
and assets.
Q. Hazardous Waste.
No Hazardous Waste (as hereinafter defined) shall
hereafter be generated, stored or treated on the Premises and no
Hazardous Waste shall hereafter be spilled, released, discharged,
disposed, placed or otherwise caused to be found in the soil or
water in, under, or upon the Premises. The Borrower agrees to
indemnify and hold the Bank harmless from and against any claims,
damages, liabilities (whether joint or several), losses and
expenses (including, without limitation, attorneys' fees) incurred
by the Bank as a result of the breach of this representation or as
a result of Hazardous Waste having been spilled, released,
discharged, disposed, placed or otherwise found in the soil or
water in, under, or upon the Premises or any other property owned
by or under the control of the Borrower. For the purpose of this
Agreement, the term "Hazardous Waste" means "hazardous waste",
"rehazardous material", "hazardous substance", and "oil" as
presently defined in the Resource Conservation and Recovery Act,
the Comprehensive Environmental Response, Compensation and
Liability Act, the Hazardous Material Transportation Act, the
Federal Water Pollution Control Act, and corresponding state and
local statutes, ordinances, and regulations, as such statutes,
ordinances and regulations may be amended, or as defined in any
federal or state regulation adopted pursuant to such acts.
R. Title to Collateral.
The Borrower have and will at all times have good
and marketable title to the Collateral, except for the permitted
encumbrances disclosed in the Security Agreement (the "Permitted
Encumbrances") and except for the encumbrances of the Bank arising
hereunder or arising in the Loan Documents, free and clear from any
liens, security interests, mortgages, encumbrances, pledges or
other right, title or interest of any other person or entity.
S. Tradenames.
The Borrower does business only under its
corporate name Micronetics wireless, Inc. and the tradename
"Micronetics".
ARTICLE VIII. AFFIRMATIVE COVENANTS
Until payment in full of the indebtedness now
existing or hereafter incurred under this Agreement and the
performance of all obligations due the Bank hereunder, the Borrower
agrees that, unless the Bank shall otherwise consent in writing, it
will:
A. Prompt Payment.
Pay promptly, subject to any applicable cure or
grace period, when due all amounts due and owing to the Bank.
<PAGE>
B. Use of Proceeds.
Use the proceeds of the Loan only for the purposes
set forth herein and will furnish the Bank such evidence as it may
reasonably require with respect to such use.
C. Financial Statements.
1. Furnish the Bank within sixty (60) days
after the end of each calendar quarter during the term hereof
quarterly financial statements of Borrower (lOQs), including a
balance sheet, a profit and loss statement, and schedules of
account receivables, account payables, and inventory. All such
statements shall be prepared and certified by Borrower on a
consistent basis in a format reasonably acceptable to the Bank.
2. Furnish the Bank within one hundred
twenty (120) days after the end of each fiscal year, financial
statements of Borrower, audited by an independent certified public
accountant acceptable to Bank, including balance sheets and
statements of income, retained earnings and surplus, and a
statement of cash flow, together with supporting schedules, setting
forth in each case in comparative form the corresponding figures
for the preceding fiscal year, and showing the Borrower's financial
condition at the close of the fiscal year, and the results of
operations during said year, together with copies of the Borrower's
corporate tax returns.
3. The Borrower shall promptly deliver to the
Bank upon receipt thereof, copies of any management and other
reports prepared by the Borrower's independent certified
public accountants in connection with audit of the financial
statements of the Borrower made by such accountants (including,
but not limited to, the examination set forth in paragraph 2
above). Upon request, the Borrower shall furnish the Bank with an
accounts receivable aging and other financial information required
by the Bank.
D. Maintenance of Existence.
Take all necessary action to maintain Borrower's
legal existence, including the filing of annual reports and tax
returns with the Secretary of State of the State of New Hampshire
and with the appropriate authorities in any other state where
required.
<PAGE>
E. Maintenance of Business.
Do or cause to be done all things necessary to
maintain and preserve Borrower's business.
F. Maintenance of Insurance.
Borrower shall at all times:
1. Keep all of its properties (specifically
including, but not limited to, the Collateral) adequately insured
against loss or damage by fire and such other casualties and
hazards as the Bank may specify from time to time thereafter;
2. Maintain adequate Workman's Compensation
Insurance which satisfies the requirements of Chapter 281-A of the
Revised Statutes Annotated of New Hampshire and the regulations
promulgated thereunder by the Labor Commissioner and Comprehensive
General Liability Insurance; and
3. Maintain adequate insurance covering such
other risks as the Bank may reasonably specify from time to time
hereafter.
All insurance required hereunder shall be effected
by valid and enforceable policies issued by insurers of recognized
responsibility authorized to transact business within the State of
New Hampshire and shall, inter alia, (1) name the Bank as a
mortgagee and loss payee, (2) provide that no action of the
Borrower shall void any such policy as to the Bank, and (3) provide
that the Bank shall be notified in writing of any proposed
cancellation of such policy at least thirty (30) days in advance
thereof and will have the opportunity to correct any deficiencies
justifying such proposed cancellation. For the purposes of this
Paragraph, an insurance policy shall be deemed to be made adequate
if it provides coverage against such risks and in such amounts as
is customarily carried by owners of similar businesses and
properties.
G. Inspection by the Bank.
Upon prior reasonable notice (other than in
emergencies when no notice shall be required) and during normal
business hours, permit any person designated by the Bank to
inspect any of its properties, including its books, records, and
accounts (and including the making of copies thereof and extracts
therefrom) during normal business hours.
H. Prompt Payment of Taxes.
Accrue its tax liability in accordance with usual
accounting practice and pay or discharge (or cause to be paid or
discharged) as they become due all taxes, assessments, and
government charges upon its property, operations, income and
products (as well as all claims for labor, materials or supplies),
which, if unpaid might become a lien upon any of its property;
provided, that the Borrower shall, prior to payment thereof, have
the right to contest such taxes, assessments and charges in good
faith by appropriate proceedings so long as the Bank's interests
are protected by bond, letter of credit, escrowed funds or other
appropriate security.
I. Notification of Default Under This and Other
Loan or Financing Arrangements.
Promptly notify the Bank in writing of the
occurrence of any Event of Default under this Agreement or any
other loan or financing arrangement.
J. Notification of Litigation.
Promptly notify the Bank in writing of any
litigation that has been instituted or is pending or threatened
involving aggregate amounts of $10,000 or more or the outcome of
which might have a material adverse effect on its continued
operations or financial condition.
K. Notification of Governmental Action.
Promptly notify the Bank in writing of any
governmental investigation or proceeding that has been instituted
or is pending or threatened, including without limitation, matters
relating to the federal or state tax returns of the Borrower,
compliance with the Occupational Safety and Health Act, or
proceedings by the Treasury Department, Labor Department, or
Pension Benefit Guaranty Corporation with respect to matters
affecting employee welfare, benefit or retirement programs.
L. Preservation of the Collateral.
Take all reasonably necessary steps to preserve,
protect defend the Collateral and keep it in good operating
condition and repair (reasonable wear and tear excepted) and free
of unpermitted liens and give Bank access to and permit it to
inspect the Collateral during all business hours and other
reasonable times.
M. Maintenance of Records.
Keep adequate records and books of account, in
which complete entries will be made in a manner reasonably
acceptable to the Bank and consistently applied, reflecting all
financial transactions of the Borrower.
N. Compliance With Laws.
Comply in all material respects with all applicable
laws, regulations, and orders, such compliance to include,
without limitation, paying before the same become delinquent all
taxes, assessments, and governmental charges imposed upon it or
upon its property; provided, however, that Borrower shall be
entitled to contest the same in good faith so long as such action,
in the Bank's sole opinion, does not have an adverse effect upon
the Bank's rights hereunder or the security furnished therefor.
0. Accounts and Deposits.
Borrower shall maintain all of its primary
operating and deposit accounts with the Bank.
P. Financial Covenants. Comply with the
following financial covenants:
1. Borrower shall have a minimum Net Worth (as
hereinafter defined) equal to at least Two Million Dollars
($2,000,000.00) at all times. Net worth Worther means total
shareholders' equity, as determined in accordance with
generally accepted accounting principles from Borrower's
financial statements delivered to the Bank in accordance with the
covenants of Borrower hereinabove (the "Financial Statements").
2. Borrower shall have a ratio of Total Debt
(as hereinafter defined) to Tangible Net Worth not exceeding
1.25:1 at all times. "Total Debt" means total liabilities
(including capital leases), all as determined in accordance with
generally accepted accounting principles from the Financial
Statements. "Tangible Net Worth" means Net Worth (as defined
above), less intangible assets, all as determined in accordance
with generally accepted accounting principles from Financial
Statements.
<PAGE>
3. Borrower shall have a Debt Coverage Ratio
(as hereinafter defined) of not less than 1.25:1 as of each
calendar month end. The "Debt Coverage Ratio" shall be:
Income Before Interest and Depreciation
Principal and Interest Charges on Debt
"Income" means earnings for the twelve-month
period prior to the date of determination, before reduction for
interest and depreciation for such period, all as determined in
accordance with generally accepted accounting principles from the
Financial Statements. "Principal and Interest Charges" means the
aggregate principal and interest payable on all of Borrower's
outstanding indebtedness during the twelve (12) month period prior
to the date of determination, all as determined in accordance with
generally accepted accounting principles from Borrower's Financial
Statements.
4. Borrower shall not purchase, during any twelve
(12) month period during the term of the Loan, capital assets in
excess of Two Hundred Thousand Dollars ($200,000), without the
consent of the Bank.
5. Borrower shall report and certify to Bank its
compliance with the financial covenants set forth hereinabove on
the compliance certificate in form attached hereto as Exhibit 1
at the same time Borrower delivers its quarterly and annual
Financial Statements as provided herein above.
ARTICLE IX. NEGATIVE COVENANTS
Until payment in full of the indebtedness now
existing or hereafter incurred under this Agreement and the
performance of all obligations due Bank hereunder, the Borrower
covenants that the Borrower will not, without the express prior
written consent of the Bank:
A. Nature and Scope of Business.
Enter into any type of business other than that in
which Borrower presently engaged, or otherwise significantly
change the nature of Borrower's business.
B. Merger or Consolidation.
Be a party to any merger, consolidation or any
other reorganization.
C. Sale or Disposition of Collateral.
Sell, lease, transfer or otherwise dispose of the
Collateral or any portion thereof except in the ordinary course of
business.
D. Additional Indebtedness.
Incur indebtedness for borrowed money (or issue or
sell any of its bonds, debentures, notes or similar obligations)
except:
1. Borrowings under this Agreement;
2. other obligations to the Bank;
3. Borrowings used to prepay in full
borrowings under this Agreement; and
4. ordinary trade account payables; and
5. Borrowings from the Granite State
Economic and Development Corporation in substitution of the
Interim Bridge Loan.
E. Guaranties, Endorsements, and Contingent
Liabilities.
Except for the endorsement of checks in the
ordinary course of business, guarantee, endorse or otherwise become
absolutely or contingently liable for the obligations of any other
person, partnership, corporation or other entity.
F. Liens and Mortgages.
Incur, create, assume or suffer to exist any
mortgage, pledge, lien, charge or other encumbrance of any nature
whatsoever on any of the Collateral, now or hereafter owned, other
than (a) the security interests or liens granted to the Bank
pursuant to the Loan Documents; (b) deposits under Workmen's
compensation, Unemployment Insurance and Social Security laws;
(c) liens imposed by law, such as carriers, warehousements or
mechanic's liens incurred in good faith in the ordinary course of
business and liens arising out ofjudgments or awards not
exceeding Ten Thousand Dollars ($10,000.00) in the aggregate, with
respect to which an appeal is being prosecuted, a stay of execution
pending such appeal having been secured; or (d) the Permitted
Encumbrances.
G. Loans and Advances by Borrower.
Make any loans or advances to any individual, firm
or corporation, including, without limitation, any parent,
subsidiaries, directors, officers and employees; provided, however,
that the Borrower may make advances to its employees, including its
officers, with respect to reasonable expenses incurred by such
employees, which expenses are reimbursable by the Borrower, and
directly related to the conduct of the Borrower's business.
H. Dividends and Distributions.
Declare or pay dividends, or make any other
payment or distribution on account of Borrower's capital stock, nor
purchase or redeem or obligate themselves to purchase or redeem any
of their capital stock, or any other of their equity securities.
I. Capital Structure; Acquisition of Stock.
Without prior written notice to the Bank, alter or
amend the Borrower's capital structure or purchase, redeem or
otherwise acquire for value any of its outstanding capital stock in
any transaction which in the aggregate involves greater than ten
percent (10%) of the Borrower's authorized capital stock.
J. Investments by Borrower.
Invest in or purchase any stock or securities of
any individual, firm, or corporation, provided, however, that the
Borrower may invest in direct obligations of the United States of
America or in certificates of deposit in the Bank.
K. Places of Business; Location of Collateral.
Maintain or relocate to, open or close, any other
place of business or move any of the Collateral to any other
location other than those disclosed in the Security Agreement,
except upon thirty (30) days' prior written notice to the Bank.
ARTICLE X. CONDITIONS PRECEDENT TO MAKING OF LOAN
The obligation of the Bank to make the Loan and
make disbursements of the proceeds of the same to the Borrower is
subject to the satisfaction by the Borrower or its representatives
of the following conditions precedent:
1. The Borrower's warranties and
representations as contained herein and in the Loan Documents shall
be accurate and complete as of the Closing Date and as of the date
of each disbursement.
2. The Borrower shall not be in default under
any of the covenants contained herein or in the Loan Documents as
of the Closing Date and as of the date of each disbursement.
3. The Borrower shall have executed and
delivered at Closing all of the Loan Documents in form and
substance reasonably acceptable to the Bank.
4. Deliver an opinion of counsel to the
Borrower substantially to the effect that (i) the Borrower is a
corporation duly organized and validly existing in good standing
under the laws of the state of Delaware and duly qualified to do
business in the State of New Hampshire; (ii) the Borrower has all
requisite power and authority to enter into and to perform the Loan
Documents, and have duly authorized the execution, delivery and
performance of the Loan Documents to be executed, delivered, and
performed by them; (iii) the Loan Documents constitute the legally
binding obligation of the Borrower; (iv) the Borrower's entrance
into the Loan Documents are not in contravention of and do not
constitute a default under the Borrower's articles of
incorporation or bylaws or any other documents or arrangements to
which the Borrower is a party or by which the Borrower is or may be
bound, and that no approval or consent of any person or entity, not
heretofore furnished to the Bank, is a prerequisite to the
execution, delivery and performance of the Loan Documents or the
validity, perfection, or enforcement of the assignments made or
security interests and liens granted therein; (v) there is
neither pending nor, to the best of such counsel's knowledge,
threatened, against Borrower any litigation, investigation or
administrative or governmental proceeding the outcome of which
could have a material adverse effect on Borrower or their
financial condition other than those which have been, disclosed to
the Bank in writing; and (vi) the Premises are in compliance with
all applicable zoning and land use laws; and (vii) such other
matters as the Bank may reasonably require.
5. UCC-11 search requests shall evidence the first
priority, perfected security interest of the Bank in the
Collateral as filed in each filing or recording office where
such filing or recording is necessary in order to perfect the
security interests of Borrower required hereby.
6. The Borrower shall not be in default with respect
to any other obligations of Borrower to the Bank.
7. The Borrower shall have paid all costs incurred
in connection with the closing of the Loan including, without
limitation, reasonable attorneys' fees of Bank's counsel, filing
recording fees, and any other fees furtherance of the foregoing.
To the extent that such costs are not paid at Closing, Borrower
hereby authorizes Bank to pay the same out of the proceeds of the
Loan.
8. Borrower shall furnish the Bank with such
other documents, opinions, certificates, evidence and other
matters as may be reasonably requested by the Bank or the Bank's
counsel at or prior to Closing.
ARTICLE XI. EVENTS OF DEFAULT; ACCELERATION.
The occurrence of any one or more of the following
events shall constitute a default under this Agreement
(collectively, Events of Default"):
A. If any statement, representation or warranty
made by the Borrower herein, in any Loan Document, or in connection
herewith, or any financial statement, report, schedule, or
certificate furnished by the Borrower or any of its officers or
accountants to the Bank during the term of this Agreement shall
prove to have been false or misleading when made, or subsequently
becomes false or misleading, in any material respect (as determined
in the Bank's sole discretion).
B. Default by the Borrower in payment on its due
date of any principal or interest called for under this Agreement
or the Loan Documents, provided such default continues for a period
of ten (10) days after the due date.
C. Default by the Borrower in the performance or
observance of any of the provisions, terms, conditions, warranties
or covenants of this Agreement or the Loan Documents.
D. The dissolution, termination of existence,
merger or consolidation of the Borrower or a sale of Borrower's
business or the Collateral not in the ordinary course of business.
E. The Borrower shall (i) apply for or consent to
the appointment of a receiver, trustee or liquidator of it or any
of its property, (ii) be unable to pay its debts as they mature,
(iii) make a general assignment for the benefit of creditors, (iv)
be adjudicated as bankrupt or insolvent, (v) file a voluntary
petition in bankruptcy, or a petition or an answer seeking
reorganization, arrangement, insolvency, readjustment of debt,
dissolution or liquidation under any law or statute, or an answer
admitting the material allegations of a petition filed against it
in any proceeding under any such law or statute, (vi) offer or
enter into any composition, extension or arrangement seeking relief
or extension of its debts.
F. Proceedings shall be commenced or an order,
judgment or decree shall be entered, without the application,
approval or consent of the Borrower, in or by any court of
competent jurisdiction, relating to the bankruptcy, dissolution,
liquidation, reorganization or the appointment of a receiver,
trustee or liquidator of the Borrower of all or a substantial part
of its assets, and such proceedings, order, judgment ordecree shall
continue undischarged or unstayed for a period of 90 days.
G. A final and unappealable judgment for the
payment of money in excess of Twenty-Five Thousand Dollars
($25,000.00)shall be rendered against the Borrower and the same
shall remain undischarged for a period of thirty (30) days, during
which period execution shall not be effectively stayed.
Upon the occurrence of any Event of Default, the
Bank's commitment to make further advances under the Loan or under
any other agreement with the Borrower will immediately cease and
terminate and, at the election of the Bank, all of the obligations
of the Borrower to the Bank, either under this Agreement or
otherwise, will immediately become due and payable without further
demand, notice or protest, all of which are hereby expressly
waived. Thereafter, the Bank may proceed to protect and enforce
its rights, at law, in equity, or otherwise, against the Borrower,
and any endorser or guarantor of the Borrower's obligations, either
jointly or severally, and may proceed to liquidate and realize upon
any of its Collateral in accordance with the rights of a secured
party under the Uniform Commercial Code, under any Loan Document,
under any agreement between the Borrower and the Bank, or under any
agreement between any guarantor or endorser of the Borrower's
obligations to the Bank.
<PAGE>
ARTICLE XII. MISCELLANEOUS PROVISIONS.
A. Entire Agreement; Waivers.
This Agreement and the Loan Documents together
constitute the entire agreement between the Borrower and the Bank
and no covenant, term, condition or other provision thereof nor
any default in connection therewith may be waived except by an
instrument in writing, signed by the Bank and delivered to the
Borrower. The Bank's failure to exercise or enforce any of its
rights, powers or privileges under this Agreement or the Loan
Documents shall not operate as a waiver thereof. In the event of
any conflict between the terms, covenants, conditions and
restrictions contained in the Loan Documents, the term, covenant,
condition or restriction which confers the greatest benefit upon
the Bank shall control. The determination as to which term,
covenant, condition or restriction is more beneficial shall be
made by the Bank in its sole discretion.
B. Remedies Cumulative.
All remedies provided under this Agreement and the
LoanDocuments or afforded by law shall be cumulative and available
tothe Bank until all of the Borrower's obligations to the Bank have
been paid in full.
C. Survival of Covenants.
All covenants, agreements, representations and
warranties made herein and in certificates delivered in connection
herewith shall be deemed to be material and to have been relied on
by the Bank, notwithstanding any investigation made by the Bank or
in its behalf, and shall survive the execution and delivery of this
Agreement and the Loan Documents. All such covenants, agreements,
representations and warranties shall bind and inure to the benefit
of the Borrower's and the Bank's successors and assigns, whether so
expressed or not.
D. Governing Law; Jurisdiction.
This Agreement and the Loan Documents shall be
construed and their provisions interpreted under and in accordance
with the laws of the State of New Hampshire. The Borrower, to
the extent it may legally do so, hereby consents to the
jurisdiction of the courts of the State of New Hampshire and the
United States District Court for the State of New Hampshire, as
well as to the jurisdiction of all courts from which an appeal may
be taken from such courts for the purpose of any suit, action or
other proceeding arising out of any of their obligations hereunder
or with respect to the transactions contemplated hereby, and
expressly waive any and all objections they may have to venue in
any such courts.
E. Assurance of Execution and Delivery of
Additional Instruments.
The Borrower agrees to execute and deliver, or to
cause to be executed and delivered, to the Bank all such further
instruments, and to do or cause to be done all such further acts
and things, as the Bank may reasonably request or as may be
necessary or desirable to effect further the purposes of this
Agreement and the Loan Documents.
F. Waivers and Assents.
The Borrower and any guarantor or endorser of the
Borrower's obligations to the Bank, hereby waive, to the fullest
extent permitted by law, demand, notice, protest, notice of
acceptance of this Agreement, notice of loans made, credit
extended, Collateral received or delivered or other action taken in
reliance hereon and all other demands and notices of any
description with respect both to the Loan Documents and the
collateral. The Borrower assents to any extension or postponement
of the time of payment or any other indulgence, to any
substitution, exchange or release of Collateral, to the addition or
release of any party or person primarily or secondarily liable,
to the acceptance of partial payments thereon and the settlement,
compromising or adjusting of any thereof, all in such manner and at
such time or times as the Bank may deem advisable. Any demand upon
or notice to the Borrower that the Bank may be required or may
elect to give shall be mailed by registered or certified mail,
return receipt requested, postage prepaid and shall be effective
on the date of the first attempted delivery thereof by the U.S.
Postal Service, as shown on the registered or certified mail return
receipt for such notice addressed to the Borrower at its address
set forth at the beginning of the Agreement.
G. No Duty of the Bank With Respect to the
Collateral.
The Bank shall have no duty as to the collection or
protection of Collateral or any income thereon, nor as to the
preservation of rights against prior parties, nor as to the
preservation of any rights pertaining thereto, beyond the safe
custody thereof.
H. Election of the Bank.
The Bank may exercise its rights with respect to
Collateral without resorting or regard to other collateral or
sources of reimbursement for the liabilities of Borrower to the
Bank.
I. Assignment. If at any time, by assignment or
otherwise, the Bank transfers its rights in the Borrower's
obligations hereunder and its rights in Collateral therefor, in
whole or in part, such transfer shall carry with it the powers and
rights of the Bank under this Agreement and the Collateral so
transferred and the transferee shall become vested with such powers
and rights whether or not they are specifically referred to in the
instrument evidencing the transfer. If, and to the extent that the
Bank retains such rights and Collateral, the Bank shall continue to
have the rights and powers herein set forth with respect thereto.
This Agreement shall be binding upon and inure to the benefit of
the Bank and the Borrower, their successors and assigns; provided,
however, the rights and obligations of the Borrower hereunder are
not assignable, delegable or transferable without the consent of
the Bank. All of the rights of the Bank hereunder shall inure to
the benefit of any participating bank or banks and its or their
successors and assigns.
J. Expenses; Proceeds of Collateral.
The Borrower covenants and agrees that they shall
pay to the Bank, on demand, any and all reasonable out-of-pocket
expenses, including reasonable attorneys' fees, court costs,
sheriffs' fees, and other expenses incurred or paid by the Bank in
protecting and enforcing its rights under this Agreement,
including the costs of preparation of this Agreement and the Loan
Documents, and any amendments, modifications, consents, or waivers
in respect thereof, and all filing, auditing, accounting, and
appraisal fees. After deducting all of said expenses and the
reasonable expenses of retaking, holding, preparing for sale,
selling and the like, the residue of any proceeds of collections or
sale of Collateral shall be applied to the payment of principal of
or interest on liabilities of the Borrower to the Bank in such
order or preference as the Bank may determine, and any excess shall
be returned to the Borrower (subject to the provisions of the
Uniform Commercial Code) and the Borrower shall remain liable for
any deficiency.
<PAGE>
K. The Bank's Right of Offset.
The Borrower hereby grants the Bank a continuing
security interest in, and the right to set off against, any
deposits or other sums at any time credited or due from the Bank to
the borrower, and any securities or other property of the Borrower
which at any time are in the possession of the Bank, for the
payment of any obligations due the Bank. The Bank may apply or set
off such deposits or other sums against the Borrower's obligations
whether or not the Collateral is considered by the Bank to be
adequate. The Borrower expressly grants to the Bank the right to
set off and apply such deposits and sums without having to resort
to recourse to any other Collateral in which the Bank has a
security interest.
L. Notices.
All notices, requests, demands and other
communications provided for hereunder shall be in writing
(including telegraphic communication) and shall be either mailed by
certified mail, return receipt requested, or delivered by overnight
courier service, to the applicable party at the addresses set forth
at the beginning of this Agreement, or, as to each party, at such
other address as shall be designated by such parties in a written
notice to the other party complying as to delivery with the terms
of this Section. All such notices, requests, demands and other
communication shall be effective on the date of first attempted
delivery.
M. Savings Clause.
Any provision of this Agreement which is prohibited
or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions
hereof or affecting the validity or enforceability of such
provision in any other jurisdiction.
<PAGE>
IN WITNESS WHEREOF, the BANK and the BORROWER have
executed this Agreement as an instrument under seal by their duly
authorized representatives, all as of the day and year first above
written.
WITNESS: BORROWER:
MICRONETICS WIRELESS, INC.
By: Richard S. Kalin
President
BANK OF NEW HAMPSHIRE
By: David E. Savastano
Vice President
<PAGE>
WARRANTY DEED
KNOW ALL MEN BY THESE PRESENTS that Jokah Realty, L.L.C., a
New Hampshire limited liability company with a place of business at
20 Trafalgar Square, Suite 602, Nashua, County of Hillsborough and
State of New Hampshire, for consideration paid, grants to
Micronetics Wireless, Inc., a Delaware corporation, with a place of
business at 26 Hampshire Drive, Hudson, County of Hillsborough and
State of New Hampshire, with WARRANTY COVENANTS, all of its right,
title and interest in and to the following described property:
A certain tract or parcel of land, with the improvements
thereon and rights appurtenant thereto, situated in the Town of
Hudson, Hillsborough County, State of New Hampshire, and being
more particularly described in Exhibit "A" annexed hereto and
incorporated herein.
Said property is conveyed subject to an easement recorded in
the Hillsborough County Registry of Deeds at Book 5207, Page 787,
and covenants and restrictions shown on plans of record.
Meaning and intending to convey the same premises conveyed by
Tamposi Family Investment Properties to the within Grantor by deed
dated January 30, 1995, recorded in the Hillsborough County
Registry of Deeds at Book 5606, Page 1613.
This is not homestead property.
IN WITNESS WHEREOF, I have hereto set my hand this 2nd
day of February, 1996.
JOKAH REALTY, L.L.C.
Kelly J. Cote
Witness By: Samuel A. Tamposi, Jr.,
Manager
STATE OF NEW HAMPSHIRE
COUNTY OF HILLSBOROUGH
On this 2nd day of February, 1996, before me personally
appeared Samuel A. Tamposi, Jr., as Manager of Jokah Realty,
L.L.C., known to me to be the person whose name is subscribed to
the within instrument and acknowledged that he executed the same
for the purposes therein contained. In witness whereof, I
hereunto set my hand and official seal.
Kelly J. Cote
Notary Public
My Commission Expires March
11, 1997
RECORDED: February 2, 1996
12:28 p.m.
Book 5690, Page 1089
<PAGE>
EXHIBIT "A"
A certain tract or parcel of land situated in Hudson,
Hlllsborough County, New Hampshire, more particularly bounded and
described as follows:
BEGINNING at the southwesterly corner of Lot 11-5, as shown
on a plan of land entitled "Consolidation & Subdivision Plan,
Lowell Road, Hudson, N.H., for G.Q. Nash & S.A. Tamposi, 40 Temple
Street, Nashua, N.H., Scale: 1 inch = 100 feet, Dec. 1980, A.E.
Maynard, Civil Engineer, 12 Progress Avenue, Nashua, N.H."; thence
1) South 42 degrees 38 feet 02 inches West along a stone
wall and the northerly line of Lot 10, as shown on said Plan, a
distance of two hundred ninety and seventy six hundredths (290.76)
feet to a drill hole; thence
2) South 44 degrees 00 feet 17 inches West along a stone
wall and the northerly line of Lot 9, as shown on said Plan, a
distance of one hundred sixty five and seventy eight hundredths
(165.78) feet to a drill hole; thence
3) South 48 degrees 51 feet 12 inches West along the northerly
line of Lot 9 a distance of twelve and forty eight hundredths
(12.48) feet to a stone bound; thence
4) South 37 degrees 36 feet 33 inches East along the
westerly line of Lot 9 and a stone wall a distance of one hundred
eighteen and seventy one hundredths (118.71) feet to a point on the
cul-de-sac at the end of Hampshire Drive; thence
5) In a curve to the left having a radius of sixty (60) feet
a distance of eighty four and twenty hundredths (84.20) feet to a
point at the southeasterly corner of Lot 11-3, as shown on said
Plan; thence
6) North 37 degrees 36 feet 33 inches West along the easterly
line of Lot 11-3 a distance of three hundred seventy two and
nineteen hundredths (372.19) feet to a point; thence
7) North 31 degrees 11 feet 22 inches East along a stone
wall and the southerly line of Lot 13, as shown on said Plan, a
distance of sixty six and Eighty six hundredths (66.86) feet to a
point; thence
8) North 49 degrees 38 feet 47 inches East aong a stone wall
and the southerly Line of Lot 13, a distance of three hundred forth
(340) feet to a point; thence
9) South 42 degrees 44 feet 12 inches East along the westerly
line of Lot 11-5 a distance of two hundred ninety seven and sixteen
hundredths (297.16) feet to the point of beginning.
