Exhibit 2.
CITIZENS BANK & TRUST COMPANY
North Carolina Note Modification Agreement
June 16, 2000 Account# 41730 Future Obligation
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Date of this Agreement
$939,865.24 Obligator# 41730 Current Obligation # 17616
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Outstanding Principal Balance as of the Date of this Agreement
The Parties to this Note Modification Agreement (this "Agreement") are:
o First Citizens Bank & Trust Company ("Lender"), the current owner and
holder of the Note and secured party under the terms of each instrument
which secures repayment of the Note.
o The following parties (collectively, the "Borrower," whether one or more),
each of whom is obligated under the terms of the Note as an original maker
or as one who has assumed the obligations of an original maker: NDC
Automation, Inc.
o The following parties (collectively, the "Guarantor" whether one of more),
if any, each of whom is obligated as a surety, guarantor or endorser of the
Note:
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ORIGINAL NOTE
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This Agreement modifies, amends and supplements that note (the "Note")
identified as follows:
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o Original amount of Note $1,387,000.00
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o Original date of Note February 17, 1993
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o Original payee: The original payee of the Note was First Citizens Bank &
Trust Company, unless the following blank is completed, in which case the
original payee was:
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o Original maker(s): The original makers(s) of the Note was/were the
Borrower(s) identified in this Agreement unless the following blank is
completed, in which case the original maker(s) was/were the following.
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Borrower has requested that the Note and other Loan Documents be modified.
Lender has agreed to the modifications, subject to the terms and provisions of
this Agreement. For and in consideration of the premises, the parties to this
Agreement agree that the terms of the Note identified above and all other Loan
Documents executed in connection therewith are modified, amended and
supplemented as of the date of the Agreement (unless otherwise specified) to
effect the following changes to the loan transaction: (Complete applicable
sections. Sections not completed are deleted.)
1. REPAYMENT OF THE INDEBTEDNESS EVIDENCED BY THE NOTE. The outstanding
principal balance on the Note shall be payable, with interest (and with credit
insurance premiums, if applicable) as follows:
Interest Rate: Interest shall accrue on the outstanding principal balance
(Complete Section A or B or C)
(A) At the rate of 9.50 percent per annum
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(B) At the rate of ________ percent per annum above (or below, if
checked) the Prime Rate established from the time to time by First
Citizens Bank & Trust Company (the "Index Rate"), not to exceed a
maximum total rate of ________percent per annum nor fall below a
minimum total rate of
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_______percent per annum. Unless otherwise checked below, increases
or decreases in the total rate due to changes in the Index Rate
shall become effective on the calendar day each such change in the
Index Rate occurs.
Increases or decreases in the total rate due to changes in the
Index Rate shall be effective on the first day of the calendar
month following the month in which such change in the Index Rate
occurs. If multiple changes in the Index Rate during a calendar
month, the Index Rate on the last day of the calendar month shall
be applicable.
(C) See Note Modification Agreement Addendum for interest rate
provisions, the terms and provisions of which are incorporated
herein by reference.
Payment Terms: (Complete Section A or B or C.)
(A) Amortizing Payments. The outstanding principal balance and accrued
interest (and credit insurance premiums, if applicable shall be
payable in 22 equal consecutive monthly (monthly, quarterly,
semi-annually, etc.) payments of $ 13,911.64 each commencing on
July 16, 2000 (the "Regular Payment Commencement Date") and on the
same day of each such calendar period thereafter and one final
payment of the balance due on May 31, 2002 (hereinafter referred to
as "Maturity"), unless sooner paid. The payment amount specified
includes principal and interest (and credit insurance premiums, if
applicable).
Prior to the Regular Payment Commencement Date, interest on the
outstanding principal balance (and credit insurance premiums, if
applicable) shall be payable____________(monthly, quarterly,
semi-annually, etc.) beginning and consecutively on the same day of
each such calendar period thereafter until the Regular Payment
Commencement Date.
(B) Principal Payment Terms.The outstanding principal balance shall
be: (Complete section 1 or 2or3)
1. Payable in one single payment on _______________________
(hereafter referred to as "Maturity).
2. Payable in ______________equal consecutive _______________
(monthly, quarterly, semi- annually, etc.) payments of
$__________ each commencing on __________________ and on the
same day of each such calendar period thereafter and one final
payment of the balance due on _____________________ (hereafter
referred to as "Maturity"), unless sooner paid.
3. Payable on demand. (Note: This option is available only for
letter of credit).
Interest and Insurance Premium Payment Terms: In addition to the
principal payment(s) identified above, interest on the outstanding
principal balance (and credit insurance premiums, if applicable)
shall be (Complete Section 1 or 2).
1. Payable in full on demand (if the Note contains a call
provision or is payable on demand) or at Maturity, whichever
first occurs.
2. Payable ________________ (monthly, quarterly, semi-annually.
etc.) beginning _________________and consecutively on the same
day of each such calendar period thereafter, with any accrued
but unpaid interest (and credit insurance premiums, if
applicable) due and payable in full on demand (if the Note
contains a call provision or is payable on demand) or at
Maturity, whichever first occurs.
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(C) Other. See Note Modification Agreement Addendum for payment terms
the terms and provisions of which are incorporated herein by
reference.
2. CALL PROVISION. At any time after __________________Lender has the right and
option to "call" the Note due and payable and to demand payment in full of
the entire unpaid principal balance due under the Note, together with all
interest and other charges then accrued hereunder.
3. MODIFICATION FEE. A loan modification fee of $ 3,360.00 is due and payable
to Lender upon the signing of this Agreement.
4. COLLATERAL. All collateral securing the Note shall remain as collateral for
the Note as modified by this Agreement unless expressly released by Lender.
The following ADDITIONAL collateral and/or instruments is/are being given to
secure repayment of the Note.
5. OTHER MODIFICATIONS:
See commitment letter dated June 14, 2000 for other terms and conditions
ALL OF THE "ADDITIONAL PROVISIONS" APPEARING ON THE REVERSE SIDE OF THIS
AGREEMENT ARE INCORPORATED HEREIN BY REFERENCE AND ARE A MATERIAL PART OF THIS
AGREEMENT.
IN WITNESS WHEREOF, (i) each individual signing this Agreement has hereunto set
his or her hand and adopted as his or her seal the word "SEAL" set forth beside
his or her name, intending this to be a sealed instrument, (ii) Lender has
caused this Agreement to be executed in its name by a person or persons duly
authorized, and (iii) each other entity has caused this Agreement to be executed
in its name by a person or persons duly authorized and, if a corporation, its
corporate seal to be affixed hereto, otherwise having adopted the word "SEAL"
set forth beside its name as its seal, intending this to be a sealed instrument,
all by authority duly given and alias of the date of this Agreement.
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BUSINESS ENTITY
NDC AUTOMATION, INC.________________(SEAL)
BY ___/s/ Claude Imbleau_________________ SEAL)
TITLE__COO________________________ (SEAL)
BY/Attest __/s/ Tom Watson____________ (SEAL)
TITLE __Secretary_________(SEAL)
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See Signature Addendum for additional signatures of Borrower(s) and Guarantor(s)
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INDIVIDUALS
_____________________________________________(SEAL)
_____________________________________________(SEAL)
_____________________________________________(SEAL)
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_____________________________________________(SEAL)
_____________________________________________(SEAL)
INSURANCE DISCLOSURE
Credit insurance is not required to obtain credit and will not be provided
unless I sign and agree to pay the additional cost. I want the following
insurance.
Type Premium
___ Credit Life $___________________
___ Joint Credit Life $___________________
___ Credit Disability/Accident TOTAL $___________________
& Health ("A&H") (Available only on Borrower A)
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Borrower A Age/DOB
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Borrower B (Joint Life Only) Age/DOB
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Note: Credit insurance is available only for an individual borrower and
co-borrowers - it is NOT available for guarantors or endorsers. Credit insurance
is not available for directors or officers of corporations, partners or limited
partners of partnerships, or managers or members of limited liability companies
unless such persons sign individually as makers or co-makers on the Note. A&H
Insurance is not available for commercial purpose loans.
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NO CREDIT INSURANCE
I do not desire any credit insurance. I request the cancellation of any credit
insurance presently in force for my loan and the refund of any unearned premium.
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Borrower A
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Borrower B
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PROPERTY INSURANCE
If I am required to have property insurance for this loan, I may furnish it
through existing policies I own or I may obtain it through any insurer
authorized to transact insurance business in this state. If I get the insurance
through Lender. I will pay $___________________ for a policy period of
___________________ months.
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AGREED: FIRST CITIZENS BANK & TRUST COMPANY (SEAL)
BY: /s/ J. Lynne Walker
Sales Associate# 20001 Bldg.# 030
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Additional Provisions Of Note Modification
1. DEFINITION OF TERMS: References to "First Citizens Bank & Trust Company"
include any financial institution merged with and into First Citizens Bank &
Trust Company. The term "Note" as used in this Agreement referred to the
original Note identified on the front of this Agreement. The Note, an
instruments executed to secure repayment of the Note, all loan commitment
letters and loan agreements, and all other loan documents executed in connection
With the loan transaction evidenced by the Note are collectively referred to in
this Agreement as the Loan Documents." The terms "Note" and "Loan Documents"
include any prior renewals, extensions or modifications thereof.
2. PRIME RATE: The Lender's "Prime Rate" of interest, as, that term is used in
this Agreement, means that rate established from time to time by Lender and
identified as such within Lender's offices. The term "Prime Rate" shall be used
as a mean's of identifying a rate of interest index and not as a representation
by Lender that the Prime Rate is necessarily the lowest or most favorable rate
of interest offered to borrowers by Lender generally, and no Borrower or
Guarantor shall have any claim or right of action based on such premise.
3. VARIABLE RATE: Notwithstanding any other provision of the Note or this
Agreement, if the interest rate increases during the remaining term of the loan,
Lender may (1 ) increase the amount of the periodic payment to have the loan
fully amortized at Maturity, (2) extend the Maturity, or (3) require the
resulting increase to be paid at Maturity, or any combination of the foregoing,
all in Lender's discretion as determined from time to time by Lender. (Except
that if this loan is subject to the federal Truth in Lending Act and its
implementing regulations, the foregoing shall not be enforced in conflict with
the disclosures given pursuant thereto.).
4. LATE CHARGE: Unless the principal and interest are repayable in one single
payment, there shall be a late charge of 4% of the unpaid balance or any payment
past due for 15 days or more. If this is a modification of a "PayAnyDay" loan
(i.e., a loan under which payments are not past due until the last day of the
calendar month in which a payment is due, then a payment will be considered
"late" for purposes of assessing a late charge if a payment is made after the
last day of the calendar month in which it is due.
5. FUTURE MODIFICATIONS: Any subsequent modifications, Extensions or renewals of
the Note or any of the other Loan Documents may, at Lender's option, be made on
Lender's standard forms. Such forms may identity Lender as the original lender,
payee on the Note, beneficiary of any deed of trust, and secured party in any
security instrument, notwithstanding the fact that First Citizens Bank & Trust
Company may not have been designated as the original payee or secured party in
the original Loan Documents.
6. SECURITY INSTRUMENTS: This Agreement amends, modifies, and supplements any
instrument given to secure repayment of the Note to reflect the changes to the
loan transaction described herein. (in addition, each instrument given to secure
repayment of the Note is hereby amended by adding the Following language
thereto:
"The terms or the Note evidencing the indebtedness secured by this instrument
may be modified from time to time by agreement between the parties obligated
thereon and the holder of the Note, including, but not limited to, a
modification to increase (the interest rate, to change the payment and/or
payment schedule, to change the maturity dale, and/or to extend time for the
payment of such indebtedness and such Note as so modified shall continue to be
secured hereby and with a priority as or the date of this instrument (or, if
this instrument has been recorded, as of the date of recordation), regardless of
whether any such modification is reduced to writing or recorded."
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7. NOTE MODIFICATION AGREEMENT ADDENDUM: Any Note Modification Agreement
Addendum incorporated into this Agreement by r reference shall be fully binding
on each Borrower and Guarantor, jointly and severally, when signed or initialed
by or on behalf of any one or more of the Borrowers.
8. LOAN DOCUMENTS: All of the Loan Documents are hereby modified, amended and
supplemented to the extent necessary to effect the changes to the loan
transaction specified in this Agreement. The terms of the Note and at( other
Loan Documents remain unchanged and in full force and effect, except as modified
by this Agreement.
9. LIABILITY OF PARTIES: The Note, as modified by this Agreement, shall be the
joint and several obligation of each Borrower, regardless of whether such
Borrower was an original maker of the Note. Each Guarantor {whether surety,
guarantor or endorser) consents to the terms of this Agreement and agrees to be
bound by the terms of this Agreement as a part of the Guarantor's continuing
obligation. Sureties, guarantors and endorsers who do not sign this Agreement
will ( nonetheless be bound by the terms of this Agreement as a part of their
continuing obligation. This Agreement shall not release or diminish the
liability of any surety, guarantor or endorser.
10. MISCELLANEOUS: This Agreement shall be binding upon, and inure to the
benefit of, the parties to this Agreement and their successors interest. This
Agreement is not a novation, rather, it constitutes a modification to the (terms
of an existing contractual relationship between the parties and is not intended
as a cancellation of the original debt or the creation of a new debt. The
parties to this instrument confirm and ratify the terms of the Note and all
other Loan Documents, as modified by this Agreement.
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