EXHIBIT 10.1

 

Second Amendment

dated April 18 ^th , 2016

of the

Credit Facility Agreement

Regarding an Umbrella Credit Facility in the amount of

EUR 30,000,000.00

dated August 7 ^th , 2014

IPG Laser GmbH

Siemensstrasse 7

57299 Burbach

(the „Borrower“ )

and

Deutsche Bank AG

Filiale Deutschlandgeschäft

An den Dominikanern 11 - 27

50668 Cologne

(the „Bank“)

have entered into an Agreement (the „Credit Facility Agreement“ ) pursuant to which the Bank makes available a revolving umbrella credit facility to the Borrower (the “Umbrella-Credit Facility” ) on the basis of the Bank’s General Business Conditions ( Allgemeine Geschäftsbedingungen ). The Credit Facility Agreement will be amended by the 2 ^nd Amendment as follows:

The § 2, § 3, § 4, § 5 and § 10 of the UMBRELLA-CREDIT FACILITY will be amended and restated as follows:

§ 2 - UMBRELLA-CREDIT FACILITY:

The Bank makes available to the Borrower a credit facility in the amount of up to

Euro 30,000,000.00 (in words: Euro Thirty Million ) („Aggregate Facility Amount“) .

The Aggregate Facility Amount is divided into the following facilities:

(2)      Term of the Facilities

The Facilities are available until July 31 ^st , 2017 (“Term of the Umbrella-Credit Facility”).

The use of Facility 1 for acquisitions irrespective of form, duration and amount will require the prior consent of the Bank.

In this Credit Facility Agreement the following words and terms are defined as specified below:

„Banking Day“ means a day (other than a Saturday or Sunday) on which banks are open for general business in Cologne.

„EONIA“ means the E uro O ver N ight I ndex A verage as determined by the European Central Bank for each Target-day. On days which are not a TARGET-day the EONIA as determined on the immediately preceding TARGET-day shall apply. If no EONIA is available on a Target-day the Bank will determine the applicable reference interest rate in accordance with section 315 German Civil Code ( BGB ) on the basis of the quotations for overnight funds in the European interbank market.

„EURIBOR“ means the interest rate per annum for deposits in Euro for the relevant interest period displayed on page 248 of the Telerate screen or a respective succeeding screen replacing page 248 for 11.00 a.m. Brussels time two TARGET-days prior to the disbursement/the commencement of the respective interest period. If the EURIBOR cannot be determined two TARGET-days prior to the first interest period, the Bank and the Borrower will negotiate the interest rate for the relevant interest period. The Bank is not obligated to

disburse the loan unless an agreement about the applicable interest rate has been reached. The Bank is released from its obligation to disburse the loan if an agreement about the applicable interest rate is not reached within 15 days. If the EURIBOR for an interest period following the first interest period cannot be determined two TARGET-days prior to the commencement of the relevant interest period the Bank will determine interest for the relevant interest period based on interest rates customary in the European interbank market for the particular interest period plus the agreed margin.

" Financial Indebtedness " means any indebtedness for or in respect of (i) moneys borrowed, (ii) any letters of credit issued and acceptances accepted or issued, which had been discounted, (iii) any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument, (iv) lease contracts which would, in accordance with orders or statements of practice of the Federal Ministry of Finance or GAAP under the applicable law as the case may be, be treated as a finance or operating lease, (v) receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis), (vi) any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing, (vii) any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account), (viii) any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by third parties unless both obligations are reported, the primary obligation on and the obligation of the counter-indemnity on or below, the same balance sheet; and (ix) the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (i) through (viii) above, (x) a guarantee, surety or other obligation for any of the obligations listed in paragraphs (i) through (ix), and (xi) provisions for pension obligations.

„ TARGET-day “ is any day on which the Trans-European Automated Real Time Gross Settlement Express Transfer System is open for the settlement of payments in Euro.

§ 3 - UTILIZATION

Facility 1 may be utilized by way of:

Current account cash advances (“Cash Credit”) in Euro on the account of the Borrower with IBAN DE34460700900028025500, BIC DEUTDEDK460.

Loans with fixed interest rates on the basis of EURIBOR with interest periods of 1, 3, or 6 months which may, however, not extend beyond the Term of Facility 1 (“Interest Period”) (“EURIBOR-Fixed Interest Loan”) in Euro after a utilization request by the Borrower. The minimum amount for utilizations by way of EURIBOR-Fixed Interest Loan is

Euro 250,000.00 (in words: Euro two hundred fifty thousand) or an integral multiple thereof.

Each utilization request must be delivered to the Bank by 10:00 a.m. Frankfurt am Main local time two Banking Days before the day on which disbursement is to be made or on which, a new Interest Period would begin, respectively. The utilization request must specify the designated amount of the utilization and the duration of the Interest Period and shall be irrevocable.

If an Interest Period would otherwise end on a day which is not a Banking Day, that Interest Period will instead end on the next Banking Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

Cash Credit in foreign currency, namely in US Dollar, or with prior consent of the Bank in every other currency which is freely available, convertible and transferable in the European interbank market.

Facility 2 may be utilized as follows:

Facility 2 may be utilized through sureties ( Bürgschaften ), sureties upon first demand (Bürgschaften auf erstes Anfordern), guarantees (including bonds and standby letters of credit) or guarantees upon first demand (Garantien auf erstes Anfordern) issued upon instruction of the Borrower ( “Guarantees” ) in EUR and if individually agreed upon also in foreign currency. Unless otherwise agreed on a case by case basis, the instructions to issue the Guarantees shall be given using the wording in each case prepared by the Bank.

Guarantees and sureties other than bid bonds, advance payment bonds, performance bonds and warranty bonds requires the consent by the bank before issuance.

In addition, the Special Conditions for Guarantee Business of the Bank (Bedingungen für das Avalgeschäft), as attached to this Credit Facility Agreement, shall apply, which take priority over the Bank’s General Business Conditions.

Before accepting an instruction to issue a Guarantee, the Bank is entitled to consider such instruction with respect to its feasibility under legal, economical and policy aspects and to refuse acceptance, as the case may be.

Each Guarantee shall be limited in time and shall not exceed a term of 3 years. Where a Guarantee does not qualify for a limited term, the economic lifetime (until the expected expiration of the Guarantee) shall not exceed 3 years.

Instructions can been given for Guarantees to be issued in foreign currency, namely in US Dollar, or with prior consent of the Bank in every other currency which is freely available, convertible and transferable in the European interbank market up the Aggregate Facility Amount of Facility 2.

Facility 3 may be utilized by entering into financial derivatives transactions (each a “Transaction ”) on the basis of separate master agreements entered or to be entered into between the Bank and the Borrower.

By granting the revolving margin line the Bank expresses its general willingness to incur a potential future exposure resulting from such Transactions, up to the limit of the revolving margin line. The Bank shall, however, not be in any way obliged to enter into specific Transactions. In particular, the Bank reserves the right to reject Transactions on a case by case basis, even if Facility 3 is not fully utilized. This does not apply to Transactions intended to offset obligations under already existing Transactions ( “Close-Out Transactions” ) and which are entered into in order to close open risk-positions of the Bank.

On a regular basis - if need be, on each Banking Day or several times during a Banking Day - the Bank will calculate the margin line utilization as potential future exposure based on the Bank’s own internal calculation methods and risk models, and using the interest rates, forward rates, quotations, market prices, indices or other calculation bases as determined by it. In determining the utilization of Facility 3, the Bank will take into account if and to what extent the potential future exposures resulting from Transactions under a master agreement can be offset. Upon request, the Bank will inform the Borrower of the current utilization of Facility 3.

Should Facility 3 be exceeded - e.g. in the course of changing market conditions - the Borrower shall ensure that, upon the Bank’s request, appropriate measures are taken to either reduce the potential future exposure or to provide the Bank with sufficient collateral to cover the excess utilization, e.g. by providing additional collateral or by entering into a new collateral agreement. The reduction of potential future exposure may also be effected by entering into Close-Out Transactions or by early terminating specific Transactions by way of mutual agreement. If - for whatever reason - the Borrower does not comply with the Banks´ request for additional collateral, a new collateral agreement or a reduction of potential future exposure, the Bank shall have the right to terminate the respective master agreement including all Transactions thereunder, provided that it notifies the Borrower of its intention to terminate the master agreement, which notification may be combined with the Bank’s above-mentioned request, and further provided that it grants the Borrower an appropriate grace period which - under special circumstances - may only be a few hours.

All other provisions of the master agreement and the Transactions thereunder shall remain unaffected by this Credit Facility Agreement.

§ 4 - UTILIZATION OF THE CREDIT FACILITY BY SUBSIDIARIES

Subsidiaries of the Borrower may - in deduction from the respective Facility and based on the corporate guarantee by the Borrower (hereinafter the “ Corporate Guarantee ”) as set out in the Annex to this Credit

Facility Agreement - draw credits and use banking products (hereinafter: “Subsidiary Facilities”) within the banking business relationship at domestic or foreign branches and / or subsidiaries of the Bank (hereinafter “Lending Office”) in compliance with the following conditions. No Lending Office shall be obliged hereby to make available Subsidiary Facilities.

The utilization of Subsidiary Facilities by the respective Subsidiary shall be based on separate facility agreements concluded or to be concluded between the respective Subsidiary and the Lending Office.

The current allocation of the Subsidiary Facilities to the respective Subsidiaries as well as to the respective Lending Offices shall be reflected in Annex 1 as attached to the Corporate Guarantee at any point of time. In case of a change of the current allocation of the Subsidiary Facilities, Annex 1 of the Corporate Guarantee shall be amended accordingly; in case of such amendment, the provisions contained in this Credit Facility Agreement shall remain unaffected.

(3)      Exemption from Banking Secrecy

Vis-a-vis the other Lending Offices the Borrower releases the Bank from the obligations of Banking Secrecy with respect to all matters concerning this Credit Facility as well as the Subsidiary Facilities.

§ 5 - REPAYMENT

The Borrower is entitled to provide the Bank and/or the Lending Office, respectively, instead with security by pledge of the amount of the potential future exposure in cash (or any other amount to be agreed with the Bank and/or the Lending Office, or to procure that the respective Subsidiary provide such security in cash.

§ 10 - TERMINATION FOR REASONABLE CAUSE WITHOUT NOTICE

A reasonable cause which entitles the Bank to terminate this Credit Facility Agreement without notice according to no. 19 section 3 of the General Business Conditions is also and especially given if:

The termination of Facility 3 (revolving margin line) will be governed exclusively by the provision of the underlying master agreement for financial derivatives transactions.

All other terms and conditions of the Credit Facility Agreement remain unaffected by this amendment.

Any Amendment to the Credit Facility Agreement is required to be made in writing.

Exhibit 10.3

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AGREEMENT dated as of May 19, 2016 (the “ First Amendment ”) is by and between IPG PHOTONICS CORPORATION , a Delaware corporation with a principal place of business at 50 Old Webster Road, Oxford, Massachusetts 01540 (the “ Borrower ”) and BANK OF AMERICA, N.A. , a national banking association with an office at 100 Federal Street, Boston, Massachusetts 02110 (the “ Bank ”).

W I T N E S S E T H:

WHEREAS, the Borrower executed and delivered to the Bank an Amended and Restated Loan Agreement dated as of April 30, 2015 (the “ Agreement ”); and

WHEREAS, the Borrower requested the Bank furnish it with an additional term loan in an amount up to $23,750,000.00 in order to purchase and build out a facility located at 377 Simarano Drive in Marlborough, Massachusetts; and

WHEREAS, the Bank is agreeable to doing so, subject to the terms and conditions set forth in this First Amendment.

NOW, THEREFORE, in consideration of the agreements contained in this First Amendment and in the Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Bank agree as follows:

A.      Amendments to the Agreement . From and after the date first noted above, the Agreement is modified as follows:

1.      Definitions .

a.      The definitions of “ Loans ”, “ Loan Documents ” and “ Notes ” set forth in Article 1.0 of the Agreement are hereby restated to read as follows:

““ Loan(s) ” means individually and collectively the Revolving Credit, the Term Loan and the Term Loan No. 2.

“ Loan Documents ” means each and every of this Agreement, the Notes, and each other document executed or delivered to the Bank in connection with the Loans.

“ Notes ” means each and all of the Revolving Credit Note, the Term Note and the Term Note No. 2.”

b.      Definitions for “ Disbursement Authorization ”, “ Marlborough Property ”, “ Term Loan No. 2 ”, “ Term Note No. 2 ” and “ Term Note No. 2 Maturity Date ” are added to Article 1.0 of the Agreement, to read as follows:

““ Disbursement Authorization ” means a disbursement authorization letter executed by the Borrower with respect to disbursement of the proceeds of Term Note No. 2.

“ Marlborough Property ” means the property to be purchased and renovated by the Borrower located at 377 Simarano Drive in Marlborough, Massachusetts.

“ Term Loan No. 2 ” means the $23,750,000.00 term loan facility furnished to the Borrower by the Bank, as evidenced by Term Note No. 2.

“ Term Note No. 2 Maturity Date ” means, with respect to Term Note No. 2, May __, 2023 or such later date as is agreed to by the Bank in a written instrument executed by a duly authorized officer of the Bank.

“ Term Note No. 2 ” means Term Note No. 2 referred to in Section 2.03, as may be supplemented, amended or replaced.”

2.      The Credit Facilities . Sections 2.01 and 2.03 of Article 2.0 of the Agreement are amended by adding Sections 2.01(C) and 2.03(C), to read as follows:

“2.01 …. (C)      The Bank will disburse the proceeds of the Term Note No. 2 in accordance with the Disbursement Authorization, such proceeds to be used by the Borrower for the acquisition, build out and up-fit of the Marlborough Property and related costs and expenses.

2.03 …. (C) Term Loan No. 2 is evidenced by Term Note No. 2 dated of even date with this Agreement, due and payable on the Term Note No. 2 Maturity Date, a copy of which is attached hereto as Exhibit 2.03C .”

3.      Conditions Precedent . The Borrower shall have delivered to the Bank, prior to disbursement of Term Loan No. 2, the following:

a.      Term Note No. 2 duly executed by the Borrower in the form attached hereto as Exhibit 2.03C ;

b.      a Secretary’s Certificate of the Borrower, including resolutions authorizing Term Loan No. 2 and including bringdown certifications with respect to the charter and governing documents of the Borrower and the Borrower’s good corporate and tax standing with the Secretary of the State of Delaware and the Secretary of The Commonwealth of Massachusetts; and

c.      a written opinion or opinions of legal counsel for the Borrower, dated the date of this First Amendment and addressed to the Bank, in form satisfactory to the Bank and its counsel.

4.      Confirmation of Negative Pledge . In furtherance of the Borrower’s covenant in Section 5.02(A) of the Agreement, Borrower acknowledges and agrees that it will not mortgage, pledge, hypothecate, assign, convey, encumber, lien or grant a security interest in or to any of the Marlborough Property.

B.      Representations and Warranties . The Borrower hereby represents and warrants that:

    

1.      As of the date hereof, no Event of Default pursuant to the Agreement has occurred and is continuing, and no event has occurred and is continuing that, but for the giving of notice or the passage of time or both, would constitute an Event of Default;

2.      As of the date hereof, no material adverse change has occurred in the business prospects, financial condition, or results of operations of the Borrower since the most recent financial statements provided to the Bank through the date hereof; and

3.      Except as amended hereby or has been disclosed to the Bank by the Borrower in writing on or before the date hereof, each of the representations, warranties and covenants contained in the Agreement is true and correct in all material respects (except, if a qualifier relating to materiality, material adverse effect or a similar concept applies to any such representation or warranty, such representation or warranty shall be required to be true and correct in all respects) as if made on and as of the date hereof except to the extent any such representation and warranty pertains to a specific date other than the date hereof.

C.      Ratification of Obligations; Entire Agreement . The Borrower ratifies and confirms all of its Obligations to the Bank, and acknowledges and agrees that each of the Notes and the Agreement, as amended hereby, remain in full force and effect pursuant to their respective terms. The Borrower further acknowledges and agrees that this First Amendment does not extinguish, terminate or impair any of the Obligations of the Borrower, whether under the Agreement, the Notes or otherwise, and does not and shall not be construed so as to subordinate, release or impair the priority of any security interest or lien held by the Bank on any assets of the Borrower.

D.      Acknowledgement, Waiver and Release . The Borrower hereby acknowledges and agrees that it knows of no claim, cause of action, defense, right of setoff or recoupment or counterclaim against the Bank with respect to the Agreement, the Notes, the Obligations, or any related loan documents as of the date hereof. The Borrower hereby waives any claims, off-sets and defenses it may have against the Bank with respect to the Agreement, the Notes, the Obligations, or any related loan documents as of the date hereof, hereby releases and forever discharges the Bank, its agents, employees, attorneys, stockholders and directors from any and all actions, causes of action, suits, debts, accounts, claims, demands, controversies, obligations, damages and liabilities of any nature whatsoever, whether or not now known, suspected or claimed which it ever had or now has against the Bank by reason of any act, transaction, practice, conduct or omission of the Bank arising or occurring prior to the date of execution hereof.

    

E.      Entire Agreement . The Agreement, as hereby amended, and the Notes, as amended, constitute the entire agreement between the parties with respect to the Loans.

F.      Capitalized Terms . Capitalized terms not otherwise defined herein have the meanings ascribed to such terms in the Agreement.

IN WITNESS WHEREOF, each of the parties hereto have duly caused this First Amendment to be executed by its duly authorized representative as an instrument under seal as of the day and year first above written.

TERM NOTE

$23,750,000.00    Worcester, Massachusetts

May 19, 2016

FOR VALUE RECEIVED , the undersigned, IPG PHOTONICS CORPORATION , a Delaware corporation with a principal place of business at 50 Old Webster Road, Oxford, Massachusetts 01540 (the “ Borrower ”) hereby promises to pay to

BANK OF AMERICA, N.A.,

a national banking association organized and existing under the laws of the United States of America (the “ Bank ”), OR ORDER, at its office at 100 Federal Street, Boston, Massachusetts 02110, or such other place as the Bank may from time to time specify in writing, the principal sum of

TWENTY-THREE MILLION SEVEN HUNDRED FIFTY THOUSAND

AND 00/100 DOLLARS ($23,750,000.00)

with interest on the unpaid principal until paid at the rate and in the manner hereinafter provided in lawful money of the United States of America in immediately available funds, without counterclaim or setoff and free and clear of, and without any deduction or withholding for, any taxes or other payments.

This Term Note is issued in conjunction with an Amended and Restated Loan Agreement dated as of April 30, 2015, as amended by a First Amendment to Amended and Restated Loan Agreement dated as of even date herewith, both by and between the Borrower and the Bank (as may be further amended from time to time, collectively, the “ Agreement ”), all the terms and conditions of which are incorporated herein by reference. No reference to the Agreement or to any provision thereof shall affect or impair the absolute and unconditional obligation of the Borrower to pay the principal of and interest on this Term Note as herein provided. An Event of Default under the Agreement shall also constitute an Event of Default hereunder. The occurrence of an Event of Default shall constitute a default (beyond any applicable grace or cure periods) under each of the other obligations of the Borrower to the Bank. Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement. “ $ ” or “ dollars ” denotes lawful currency of the United States of America.

Interest shall be calculated on the daily unpaid principal balance of the indebtedness evidenced by this Term Note computed on the basis of the actual number of days elapsed over a year of 365/366 days, provided that interest shall be due for the actual number of days elapsed during each period for which interest is being charged. Installments of principal which are not paid when due under this Term Note shall continue to bear interest until paid.

The unpaid principal of this Term Note from time to time outstanding shall bear interest per annum (the “ Note Rate ”) at a fluctuating rate equal to one and twenty one-hundredths percent (1.20%) above the LIBOR Rate (Adjusted Periodically) (a “ LIBOR Loan ”). If the LIBOR Rate (Adjusted Periodically) becomes unavailable, then the Note Rate will be equal to the Prime Rate.

    

“ Prime Rate ” shall be that variable per annum rate of interest announced from time to time by the Bank as its Prime Rate. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any customer. Changes in the Note Rate resulting from changes in the Prime Rate shall take place immediately without notice or demand of any kind on the effective date of any change in the Prime Rate by the Bank.

The interest rate on each LIBOR Loan hereunder will be adjusted on the first day of each LIBOR Interest Period (each an “ Adjustment Date ”) and remain fixed until the next Adjustment Date. If the Adjustment Date in any particular month would otherwise fall on a day that is not a Banking Day then, at the Bank’s option, the Adjustment Date for that particular month will be the first Banking Day immediately following thereafter.

The “ LIBOR Rate (Adjusted Periodically) ” is a rate of interest equal to the rate per annum equal to the London Interbank Offered Rate (“ LIBOR ”) (or a comparable or successor rate which is approved by the Bank), as published by Bloomberg (or other commercially available source providing quotations of such rate as selected by the Bank from time to time) as determined for each Adjustment Date at approximately 11:00 a.m. London time two (2) London Banking Days prior to the Adjustment Date, for U.S. Dollar deposits (for delivery on the first day of such LIBOR Interest Period) with a term of one (1) month; as adjusted from time to time in the Bank’s sole discretion for reserve requirements, deposit insurance assessment rates and other regulatory costs. The “ LIBOR Interest Period ” must be fixed for a period of one (1) month. If at any time the LIBOR Rate (Adjusted Periodically) is less than zero, such rate shall be deemed to be zero for the purposes of this Term Note. No LIBOR Interest Period shall extend beyond the Maturity Date (defined below).

A “ London Banking Day ” is a day on which banks in London are open for business and dealing in offshore dollars. The term “ Banking Day ” means, unless otherwise provided in this Term Note, a day other than a Saturday, Sunday or other day on which commercial banks are authorized to close, or are in fact closed, in the state where the Bank’s lending office is located, and, if such day relates to amounts bearing interest at an offshore rate (if any), any such day on which dealings in dollar deposits are conducted among banks in the offshore dollar interbank market. All payments and disbursements which would be due on a day which is not a Banking Day will be due on the next Banking Day, and such extension of time shall be included in computing interest and fees in connection with such payment. All payments received on a day which is not a Banking Day will be applied to the credit on the next Banking Day.

The Borrower may prepay LIBOR Loans only upon at least three (3) Banking Days prior written notice to the Bank (which notice shall be irrevocable), and any such prepayment shall occur only on the last day of the LIBOR Interest Period. Each prepayment of an amount bearing interest at the then applicable interest rate, whether voluntary, by reason of acceleration or otherwise, will be accompanied by the amount of accrued interest on the amount prepaid, and a prepayment fee as described below. A “ prepayment ” is a payment of an amount on a date other than an Adjustment Date.

Without limiting the foregoing, if the Borrower makes a prepayment of a LIBOR Loan hereunder, the Borrower shall pay to the Bank a “ yield maintenance fee ” in an amount computed

as follows: The current rate for United States Treasury securities (bills on a discounted basis shall be converted to a bond equivalent) with a maturity date closest to the term chosen pursuant to the Adjustment Date as to which the prepayment is made, shall be subtracted from the LIBOR Rate in effect at the time of prepayment. If the result is zero or a negative number, there shall be no yield maintenance fee. If the result is a positive number, then the resulting percentage shall be multiplied by the amount of the principal balance being prepaid. The resulting amount shall be divided by 360 and multiplied by the number of days remaining in the term chosen pursuant to the Adjustment Date as to which the prepayment is made. Said amount shall be reduced to present value calculated by using the above referenced United States Treasury securities rate and the number of days remaining in the term chosen pursuant to the Adjustment Date as to which prepayment is made. The resulting amount shall be the yield maintenance fee due to the Bank in respect of a prepayment. If by reason of an Event of Default, the Bank elects to declare this Term Note immediately due and payable, then any yield maintenance fee with respect to a LIBOR Loan shall become due and payable in the same manner as though the Borrower had availed itself of a voluntary prepayment.

The Borrower shall pay interest monthly on the last day of each LIBOR Interest Period until payment in full of any principal outstanding under this Agreement. The Borrower shall repay the principal amount outstanding in equal quarterly installments of Two Hundred Ninety-Six Thousand Eight Hundred Seventy-Five and 00/100 Dollars ($296,875.00) each, commencing on August 19, 2016 and on the same day of each November, February, May and August thereafter, and ending on the Maturity Date hereinafter defined. All principal, interest and other indebtedness evidenced by this Term Note and due hereunder, if not sooner paid, shall be due and payable on May 19, 2023 (the “ Maturity Date ”).

If the entire amount of any required principal and/or interest is not paid in full within fifteen (15) days after the same is due, the Borrower shall pay to the Bank a late fee equal to four percent (4%) of the required payment. Such late charge payments are made for the purpose of compensating the Bank for its administrative, costs and expenses in handling late payments and losses in connection therewith. This provision is not intended to provide a grace period for any payment otherwise due and payable and shall not constitute a waiver by the Bank to insist upon the strict performance of any of the Borrower’s covenants or agreements with, or obligations to, the Bank or to declare any event of default for any payment not made when it was due and payable.

All payments shall be applied first to the payment of all fees, expenses and other amounts due to the Bank (excluding principal and interest), then to accrued interest, and the balance on account of outstanding principal; provided, however, that after an Event of Default, payments will be applied to the obligations of the Borrower to the Bank as the Bank shall determine in its sole discretion.

Upon the occurrence of an Event of Default (whether or not the Bank has accelerated payment of this Term Note), or after the Maturity Date or after judgment has been rendered on this Term Note or any other Obligations under the Agreement, the Borrower’s right to select pricing options shall cease and the unpaid principal of this Term Note, including interest, fees or costs which are not paid when due, will, at the option of the Bank, bear interest at a rate which is four percent (4%) per annum greater than the rate of interest which would otherwise be applicable hereunder (the

“ Default Rate ”). This may result in compounding of interest. This will not constitute a waiver of any Event of Default.

At its option, and at any time, whether immediately or otherwise, upon the occurrence of an Event of Default, the Bank may declare this Term Note immediately due and payable without further action of any kind including notice, further demand or presentment.

The Borrower hereby authorizes the Bank, without liability on the Bank’s part, to debit from time to time from the Automatic Payments Deposit Account the Automatic Payments. If the funds in the Automatic Payments Deposit Account are insufficient to cover any payment, the Bank shall not be obligated to advance funds to cover the payment. At any time for any reason, the Bank may voluntarily terminate Automatic Payments. The Bank shall provide the Borrower timely notice of any debit made from the Automatic Payments Deposit Account or termination of Automatic Payments.

Upon and after the occurrence of an Event of Default, (A) the Borrower hereby authorizes the Bank, at any time and from time to time, without notice, which is hereby expressly waived by the Borrower, and whether or not the Bank shall have declared any credit subject hereto to be due and payable in accordance with the terms of the Agreement, to set off against, and to appropriate and apply to the payment of, the Borrower's Obligations (whether matured or unmatured, fixed or contingent, liquidated or unliquidated), any and all amounts owing by the Bank to the Borrower (whether payable in U.S. dollars or any other currency, whether matured or unmatured, and in the case of deposits, whether general or special (except trust and escrow accounts), time or demand and however evidenced), and (B) pending any such action, to the extent necessary, to hold such amounts as collateral to secure such Obligations and to return as unpaid for insufficient funds any and all checks and other items drawn against any deposits so held as the Bank, in its sole discretion, may elect. The Borrower hereby grants to the Bank a security interest in all deposits and accounts maintained with the Bank to secure the payment of all Obligations of the Borrower to the Bank under this Term Note, the Agreement and all agreements, instruments and documents related to this Term Note. TO THE EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE OBLIGATIONS PRIOR TO EXERCISING ITS RIGHT OF SET OFF WITH RESPECT TO SUCH DEPOSITS ARE HEREBY VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVED.

The Borrower shall pay on demand all expenses of the Bank in connection with the preparation, administration, default, collection, waiver or amendment of loan terms, or in connection with the Bank’s exercise, preservation or enforcement of any of its rights, remedies or options hereunder, including, without limitation, reasonable fees of outside legal counsel, accounting, consulting, brokerage or other similar professional fees or expenses, and any fees or expenses associated with travel or other costs relating to any appraisals or examinations conducted in connection with the Loan or any collateral therefor, and the amount of all such expenses shall, until paid, bear interest at the rate applicable to principal hereunder (including any Default Rate) and be an obligation secured by any collateral.

The Borrower and each endorser or other person now or hereafter liable for the payment of any of the indebtedness evidenced by this Term Note, severally, agrees, by making or endorsing

this Term Note or by making any agreement to pay any of the indebtedness evidenced by this Term Note, to waive presentment for payment, protest and demand, notice of protest, demand and of dishonor and non-payment of this Term Note, and consents without notice or further assent: (a) to the substitution, exchange, or release of any collateral securing this Term Note or any part thereof at any time; (b) to the acceptance by the holder or holders at any time of any additional collateral or security of this Term Note, (c) to the modification or amendment at any time, and from time to time, of this Term Note, the Agreement and any instrument securing this Term Note, at the request of any person liable hereon; (d) to the granting by the holder hereof of any extension of the time for payment of this Term Note or for the performance of the agreements, covenants and conditions contained in this Term Note, the Agreement or any instrument securing this Term Note, at the request of any other person liable hereon; and (e) to any and all forbearances and indulgences whatsoever; and such consent shall not alter or diminish the liability of any person.

This Term Note shall be governed by, and the rights and obligations of the parties hereunder shall be construed and interpreted in accordance with, the laws of The Commonwealth of Massachusetts (excluding the laws applicable to conflicts or choice of law). The Borrower agrees that any suit for the enforcement of this Term Note or any of the other Loan Documents may be brought in the courts of The Commonwealth of Massachusetts or any Federal Court sitting therein and consents to the non-exclusive jurisdiction of such court and to service of process in any such suit being made upon the Borrower by mail at the address specified herein. The Borrower hereby waives any objection that it may now or hereafter have to the venue of any such suit or any such court or that such suit was brought in an inconvenient court.

THE BORROWER (AND THE BANK BY ACCEPTANCE OF THIS TERM NOTE) HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS TERM NOTE OR ANY OTHER DOCUMENT EXECUTED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). THE BORROWER (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (B) ACKNOWLEDGES THAT IT HAVE BEEN INDUCED TO ENTER INTO THIS TERM NOTE AND THE OTHER DOCUMENTS CONTEMPLATED HEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION AND (C) CERTIFIES THAT THIS WAIVER IS KNOWINGLY, WILLINGLY AND VOLUNTARILY MADE.

This Term Note is intended by the parties as the final, complete and exclusive statement of the transactions evidenced by this Term Note. All prior or contemporaneous promises, agreements and understandings, whether oral or written, are deemed to be superseded by this Term Note, and no party is relying on any promise, agreement or understanding not set forth in this Term Note. This Term Note may not be amended or modified except by a written instrument describing such amendment or modification executed by the Borrower and the Bank.

    

No portion of the proceeds of the Loan shall be used, in whole or in part, for the purpose of purchasing or carrying any “ margin stock ” as such term is defined in Regulation U of the Board of Governors of the Federal Reserve System.

The Bank may at any time pledge or assign all or any portion of its rights under this Term Note or the Agreement (including any portion of this Term Note) to any of the twelve (12) Federal Reserve Banks organized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No such pledge or assignment or enforcement thereof shall release the Bank from its obligations under the Note, the Agreement or any loan documents related thereto.

Upon receipt of (i) an affidavit of an officer of the Bank as to the loss, theft, destruction or mutilation of this Term Note or any other loan document which is not of public record, and (ii) an indemnity by the Bank in favor of the Borrower with respect to losses, claims or damages resulting therefrom, and, in the case of any such loss, theft, destruction or mutilation, upon cancellation of this Term Note or other loan document, the Borrower will issue, in lieu thereof, a replacement Term Note or other loan document in the same principal amount thereof and otherwise of like tenor.

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IN WITNESS WHEREOF, the Borrower has caused this Term Note to be executed by its duly authorized officer as an instrument under seal as of the day and year first above written.