Form 8-K IMMUCELL CORP /DE/ For: Mar 24

Exhibit 99.1

 

ALLONGE TO AND AMENDMENT OF TERM NOTE

Loan No. 8160005131

 

This Allonge to and Amendment of Term Note (this “Allonge”) refers to the loan evidenced by a Promissory Note (#8160005131) dated March 11, 2020 in the original amount of Five Million One Hundred Thousand and 00/100 Dollars ($5,100,000.00) (the “Note”) executed by ImmuCell Corporation, a Delaware corporation (“Borrower”) in favor of Gorham Savings Bank, a Maine banking corporation, having a place of business at 10 Wentworth Drive, Gorham, Maine 04038, (“Bank”).

 

In consideration of acceptance of this Allonge, the undersigned hereby agrees that the Note is hereby amended as follows:

 

A.

The current principal balance of the Note is increased by Two Million and 00/100 Dollars ($2,000,000.00) resulting in a principal balance owed upon execution of this Allonge in the amount of Six Million, Two Hundred Thirty-Three Thousand, Nine Hundred Fifty-Six and 37/100 Dollars ($6,233,956.37).

 

B.

Upon execution of this Allonge, the Interest Rate shall be equal to 3.53% per annum.

 

C.

The Borrower shall repay the Note, as amended by this Allonge, in equal consecutive monthly payments of $36,386.40 beginning on April 11, 2022, and continuing on the same day of each month thereafter, with all remaining principal and interest due and payable on March __, 2032, ten (10) years from the date hereof. For the avoidance of confusion, the “Payment Amount” under the Note, as amended by this Allonge, shall mean $36,386.40 and the “Maturity Date” shall mean March 23, 2032.

 

D.

Monthly principal and interest is based on a 240-month amortization schedule.

 

The Borrower hereby warrants and represents to Bank that it is now indebted to Bank on account of the Note, together with interest thereon, as said Note is amended hereby. The Borrower hereby certifies to Bank that the indebtedness evidenced by the Note, and as amended hereby, shall be and hereby is the same indebtedness evidenced by said original Note and that this Allonge represents an amendment and renewal to the original indebtedness evidenced by the Note and not a novation thereof.

 

The Borrower hereby ratifies and reaffirms that all other collateral documents securing the Note are and will continue to be security for the Note as amended hereby.

 

Except as set forth herein, each of the terms, conditions, and provisions of the Note shall remain in full force and effect and the Borrower shall remain fully liable thereunder.

 

Dated this 23^rd day of March, 2022.

 

		ImmuCell Corporation
/s/ Ryan F. Kelley		By:	/s/ Michael F. Brigham
Witness			Name:	Michael F. Brigham
			Its:	President & CEO

 

Accepted by Gorham Savings Bank
By:	/s/ Nicholas Weightman
Name:	Nicholas Weightman
Its:	Senior Vice President

 

 

 

 

Exhibit 99.2

 

MORTGAGE

MODIFICATION AGREEMENT

 

This Mortgage Modification Agreement will be recorded and made a part of a certain Mortgage Deed (the “Mortgage”) dated March 11, 2020, and recorded in the Cumberland County Registry of Deeds in Book 36500, Page 77, and executed by Michael F. Brigham in his capacity as President and CEO of ImmuCell Corporation (“Grantor”) in favor of Gorham Savings Bank (“Grantee”).

 

WHEREAS, the Mortgage secures the payment of a Term Note dated March 11, 2020, in the original principal sum of Five Million One Hundred Thousand and 00/100 Dollars ($5,100,000.00) executed by Grantor in favor of Grantee (the “Note”), of which Four Million Two Hundred Thirty-Three Thousand Nine Hundred Fifty-Six and 37/100 Dollars ($4,233,956.37) in principal remains outstanding;

 

WHEREAS, the Note is further secured by an Assignment of Leases and Rents by the Grantor in favor of the Grantee dated March 11, 2020 (the “Assignment”), and

 

WHEREAS, the Grantee has agreed to advance an additional Two Million and 00/100 Dollars ($2,000,000.00) to Grantor and the principal amount of the Note shall be increased accordingly to Six Million Two Hundred Thirty-Three Thousand Nine Hundred Fifty-Six and 37/100 Dollars ($6,233,956.37) by an Allonge and Amendment of even date herewith (the “Allonge”).

 

NOW, THEREFORE, it is hereby agreed that the Mortgage and the Assignment shall continue to secure the Note, as amended by the Allonge, in the increased principal amount of Six Million, Two Hundred Thirty-Three Thousand, Nine Hundred Fifty-Six and 37/100 Dollars ($6,233,956.37).

 

In all other respects both the aforesaid Mortgage and the Assignment shall remain in full force and effect and not be amended unless by further written agreement signed by the parties.

 

IN WITNESS WHEREOF, this Mortgage Modification Agreement has been duly executed by the parties hereto as of the 23^rd day of March, 2022.

 

		ImmuCell Corporation
/s/ Ryan F. Kelley		/s/ Michael F. Brigham
Witness		By: Michael F. Brigham
		Its: President & CEO

  

 

STATE OF MAINE
COUNTY OF CUMBERLAND	March 23, 2022

 

Personally appeared before me, Michael F. Brigham, in his capacity as President and CEO of ImmuCell Corporation, and acknowledged the foregoing to be his free act and deed in his said capacity and the free act and deed of ImmuCell Corporation.

 

	/s/ Karen L. Knights
	Notary Public
	Printed Name: Karen L. Knights
	My Commission Expires: May 23, 2025

 

ACCEPTED BY:		GORHAM SAVINGS BANK
/s/ Ryan F. Kelley		/s/ Nicholas Weightman
Witness		By: Nicholas Weightman
		Its: Senior Vice President

 

STATE OF MAINE
COUNTY OF CUMBERLAND	March 23, 2022

 

Personally appeared before me, Nicholas Weightman, in his capacity as Senior Vice President of Gorham Savings Bank, and acknowledged the foregoing to be his free act and deed in his said capacity and the free act and deed of said Bank.

 

	/s/ Karen L. Knights
	Notary Public
	Printed Name:  Karen L. Knights
	My Commission Expires:  May 23, 2025

 

 

 

 

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