Exhibit 10.62

FIFTH AMENDMENT

TO

LOAN AND SECURITY AGREEMENT



This Fifth Amendment to Loan and Security Agreement (“Fifth Amendment to Loan and Security Agreement”) is dated as of November 15, 2016 and is made by and among UniBank for Savings (together with its successors and assigns, the “Bank” or “Lender”), Arrhythmia Research Technology, Inc., a corporation duly organized and validly existing under the laws of the State of Delaware (sometimes referred to herein as “Arrhythmia”) and Micron Products Inc., a corporation duly organized and validly existing under the laws of the Commonwealth of Massachusetts (sometimes referred to herein as “Micron”).

 

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Now therefore, in order to induce the Bank to enter into this Fifth Amendment to Loan and Security Agreement, the Fifth Modification Documents (as hereafter defined), to provide the additional financial accommodations to the Borrowers and for other valuable consideration, the receipt and sufficiency of which is acknowledged, the Borrowers jointly and severally make the following representations, warranties, covenants and agreements effective as of the date of this Fifth Amendment to Loan and Security Agreement:







(a)       Section 1 of the Loan Agreement is hereby amended by adding thereto the following new definitions and, for terms already defined therein, amending and restating such definitions as set forth below:



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2016 Equipment Line of Credit means the Borrowers’ Equipment Line of Credit Loan with the Bank referred to in Section 2 hereof, the indebtedness of which is evidenced by the 2016 Equipment Note.



2016 Equipment Note means the Commercial Equipment Line of Credit Promissory Note dated November 15, 2016 made by the Borrowers in favor of the Lender in the original face amount of $1,000,000.00 evidencing indebtedness for the 2016 Equipment Line of Credit, as the same may be amended, modified, restated or replaced from time to time.



2016 Term Loan means the Borrowers’ term loan with the Bank referred to in Section 2 hereof, the indebtedness of which is evidenced by the 2016 Term Note.



2016 Term Note means the Commercial Term Promissory Note dated November 15, 2016 made by the Borrowers in favor of the Lender in the original principal amount of $2,481,943.19 evidencing indebtedness for the 2016 Term Note, as the same may be amended, modified, restated or replaced from time to time.



Agreement or Loan Agreement means the Loan and Security Agreement, as amended by the First Amendment to Loan and Security Agreement dated October 3, 2013, as further amended by the Second Amendment to Loan and Security Agreement dated April 10, 2014, as further amended by Third Amendment to Loan and Security Agreement dated June 26, 2014, as further amended by Fourth Amendment to Loan and Security Agreement dated June 19, 2015, as further amended by Fifth Amendment to Loan and Security Agreement dated November 15, 2016, as the same may be further amended from time to time.  Any and all references to the Agreement or Loan Agreement shall include the First Amendment to Loan and Security Agreement,  the Second Amendment to Loan and Security Agreement,  the Third Amendment to Loan and Security Agreement,  the Fourth Amendment to Loan and Security Agreement and the Fifth Amendment to Loan and Security Agreement.



Fifth Amendment to Loan and Security Agreement means this Fifth Amendment to Loan and Security Agreement, which amends the Loan and Security Agreement between the Bank and the Borrowers dated as of March 29, 2013.



Fifth Modification Documents mean the following:





Loan Documents - the definition thereof shall additionally include this Fifth Amendment to Loan and Security Agreement and the Fifth Modification Documents.



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Loans mean:



















(b)       All other existing definitions in the Loan Agreement are hereby ratified and confirmed as amended to date.







“2.3C  2016 Equipment Line of Credit.



(a)  Pursuant to this Agreement and the terms and conditions of the 2016 Equipment Note and upon satisfaction of the conditions precedent in Section 5 hereof, the Borrowers may borrow and repay (but not reborrow) under the 2016 Equipment Line of Credit; provided, however, that (i) the aggregate amount of all advances and borrowings at any one time outstanding thereunder shall not exceed the face amount of the 2016 Equipment Note minus the amount of all Open Credits (such maximum permitted amount being referred to as the “2016 Equipment Maximum Availability”); (ii) any privilege of the Borrowers to request advances or to borrow under the 2016 Equipment Line of Credit shall terminate on the earlier of: (A) November 15, 2017 or (B) the date upon which the amount of all advances under the 2016 Equipment Line of Credit are equal to the face amount of the 2016 Equipment Note (such date as it may be extended in writing from time to time, in the Bank’s sole discretion, being referred to herein

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as the “2016 Equipment Conversion Date”) or, at the Bank’s option, on the earlier occurrence of a Default or an Event of Default.



(b)  All advances under the 2016 Equipment Line of Credit shall be evidenced by the 2016 Equipment Line Note, shall bear interest thereunder and all principal, interest and other amounts due thereunder shall be due and payable in full on the Maturity Date (as defined in the 2016 Equipment Note).



(c)  Any advance under the 2016 Equipment Line of Credit shall not exceed eighty percent (80%) of the invoice amount of the equipment being purchased with the proceeds of the 2016 Equipment Line of Credit.



(d)  Borrowers shall not request advances under the 2016 Equipment Line of Credit which would cause the 2016 Equipment Maximum Availability to be exceeded if the advance were made. 



(e)  The making of any advances by the Bank to the Borrowers under the 2016 Equipment Line of Credit in excess of the 2016 Equipment Maximum Availability is for the Borrowers’ benefit and does not in any way effect the unconditional obligation of the Borrowers to repay such advances under the terms of the 2016 Equipment Line Note and the other applicable Loan Documents.  Without limiting any other rights available to the Bank under the Loan Documents, the Borrowers agree to pay to the Bank upon DEMAND (whether or not an Event of Default exists) the principal balance of the 2015 Equipment Line of Credit outstanding in excess of the 2016 Equipment Maximum Availability together with all accrued and unpaid interest owing on said excess amounts.



2.3D.    2016  Term Loan.



(a)  Pursuant to this Agreement and the terms and conditions of the 2016 Term Note and upon satisfaction of the conditions precedent set forth in Section 5 hereof, the Bank shall make the 2016 Term Loan in the principal amount of $2,481,943.19 to the Borrowers, said 2016 Term Loan to be evidenced by and repaid in accordance with the 2016 Term Note.



(b)  Amounts advanced under the 2016 Term Loan shall be evidenced by the 2016 Term Note, shall bear interest as called for therein and shall be repaid in accordance with the provisions of the 2016 Term Note.”





“5.1  Initial Advances.  The initial advance under the Line of Credit, the single advance under the Term Loan, the initial advance under the Equipment Line of Credit,  the initial advance under the 2014 Equipment Line of Credit,  the initial advance under the 2015 Equipment Line of Credit, the initial advance under the 2016 Equipment Line of

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Credit and the single advance under the 2016 Term Note shall be subject to the following conditions precedent (unless waived by the Bank in its sole discretion):



(a) Approval of Bank Counsel.  All legal matters incident to the transactions hereby contemplated shall be satisfactory to counsel for the Bank.



(b)  Proof of Action.  The Bank shall have received such documents evidencing each Borrower’s power to execute and deliver this Agreement and the other Loan Documents and the Bank shall have received evidence of compliance with all conditions set forth in the Bank’s Commitment Letter to the Borrowers dated March 12, 2013 in a timely fashion, all satisfactory to the Bank and its counsel.



(c)  The Note and Loan Documents.  The Borrowers shall have delivered to the Bank the Notes, this Agreement, the other Loan Documents and such other documents as the Bank may request including without limitation all documents necessary to confirm, secure and perfect the Bank’s security interest in the Collateral in form and substance satisfactory to the Bank (the “Security Documents”) including without limitation the Landlord’s Consents and Waivers, the Financing Statements of the Borrowers, the Patent Security Agreements and Trademark Security Agreements.



(d)  Opinion of Counsel.  The Bank shall have received from counsel for the each of the Borrowers a written opinion, satisfactory in form and substance to the Bank and its counsel, including without limitation due authority and enforceability opinions for each Borrower.



(e)  No Event of Default.  No Event of Default has occurred, and no Default shall have occurred, the Maximum Availability under the Line of Credit and the Equipment Maximum Availability under the Equipment Line of Credit, as applicable, shall not be exceeded at the time of the advance request or the making of the advance.



(f)  No Material Adverse Change.  There shall have been no material adverse change in the assets, liabilities, financial condition or business of the Borrowers since the date of any financial statements delivered to the Bank before or after the date of this Agreement.



(g)  Collateral Priority.  The Bank shall have received evidence satisfactory to it that all Loan Documents perfecting the Bank’s security interest in Collateral have been duly recorded and filed and all other action necessary to perfect the Bank’s liens in the Collateral have been taken such that the Bank’s liens shall constitute first priority perfected liens in all Collateral, subject to no other liens or encumbrances unacceptable to the Bank, all to the Bank’s complete satisfaction.



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(h)  Evidence of Insurance.  At or prior to Closing, the Borrowers shall deliver to the Bank an insurance binder or binders evidencing insurance coverage(s) as required in Section 6.3 hereof.



(i)  Organizational Documents.  The Bank shall have received from each Borrower and satisfactorily reviewed and approved certified copies of the organizational documents for each Borrower and all amendments thereto, together with the resolutions of the appropriate parties authorizing the execution and delivery of the Loan Documents, said organizational documents to be in form and substance satisfactory to the Bank and its counsel.



(j)  Operating Accounts.  Prior to Closing, the Borrowers shall establish its operating accounts with the Bank. 



(k)  Certificates.  The Bank shall have received from the Borrowers and satisfactorily reviewed and approved Certificates of Legal Existence and Certificates of Good Standing issued by the Secretary of State for each jurisdiction in which each Borrower is registered to conduct its business, Certificates of Tax Good Standing issued by the Delaware Division of Revenue and the Massachusetts Department of Revenue and an accountant’s letter of tax good standing with respect to filing and payment of any and all taxes for the Borrowers.



(l)  2012 Financial Statements.  The Bank shall have received and satisfactorily reviewed the 2012 financial statements of the Borrowers, said financial statements to be in form, scope and substance satisfactory to the Bank in its sole and absolute discretion.



(m)  Other Conditions.  There shall be compliance with all other conditions and provisions contained in this Agreement and the other Loan Documents as applicable pertaining to advances.”





“5.2  Subsequent Advances.  Every subsequent advance under the Line of Credit, the Equipment Line of Credit, the 2014 Equipment Line of Credit,  the 2015 Equipment Line of Credit and the 2016 Equipment Line of Credit will be made subject to the continued satisfaction of the conditions set forth in Sections 5.1 (a) through (m) inclusive above through the date of the applicable advance and to the following additional conditions precedent that:



(a)  Representations and Warranties.  The representations and warranties contained in Section 4 hereof and in each other Loan Document shall be true and correct.  Any request for a borrowing shall be deemed a certification by each Borrower as to the truth and accuracy of the representations and

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warranties contained in Section 4 hereof and in each other Loan Document as of the date of such request.



(b)  Termination Date; Conversion Date.  As applicable, the Termination Date (as defined in the Line Note) of the Line of Credit has not been reached, the Conversion Date (as defined in the Equipment Note) of the Equipment Line of Credit has not been reached, the 2014 Equipment Conversion Date (as defined in the 2014 Equipment Note) has not been reached,  the 2015 Equipment Conversion Date (as defined in the 2015 Equipment Note) has not been reached and the 2016 Equipment Conversion Date (as defined in the 2016 Equipment Note) has not been reached.”





“H.  Use of Loan Proceeds.



1.Proceeds of the Line of Credit are to be used to payoff and terminate the existing Line of Credit with Citizens Bank and other obligations to Citizens Bank, including but not limited to the letter of credit issued for the benefit of the Bank of Nova Scotia and to pay costs and expenses and costs associated with the Line of Credit, Term Loan and Equipment Loan with UniBank for Savings (including without limitation UniBank for Saving’s legal costs and expenses) and for working capital including without limitation those purposes and payees set forth in the Authorization to Disburse associated with the Line of Credit dated March 29, 2013 this day.



2.Proceeds of the Term Loan are to be used to pay off existing debt owing under existing equipment leases, to finance accounts payable and costs associated with the closure of the Borrower’s Wireless DX division, and to pay costs and expenses and costs associated with the Line of Credit, Term Loan and Equipment Loan with UniBank for Savings (including without limitation UniBank for Saving’s legal costs and expenses) and for working capital including without limitation those purposes and payees set forth in the Authorization to Disburse associated with the Term Loan dated March 29, 2013.



3.Proceeds of the Equipment Loan are to be used to purchase equipment and to pay costs and expenses and costs associated with the Line of Credit, Term Loan and Equipment Loan with UniBank for Savings (including without limitation UniBank for Saving’s legal costs and expenses) and for working capital including without limitation those purposes and payees set forth in the Authorization to Disburse associated with the Equipment Loan dated March 29, 2013.

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4.Proceeds of the 2014 Equipment Line of Credit are to be used to purchase new and used equipment and to pay expenses and costs associated with the 2014 Equipment Line of Credit with UniBank for Savings (including without limitation UniBank for Savings’ legal costs and expenses) all as more particularly set forth in the authorization to disburse dated June 26, 2014.”



5.Proceeds of the 2015 Equipment Line of Credit are to be used to purchase new and used equipment and to pay expenses and costs associated with the 2015 Equipment Line of Credit with UniBank for Savings (including without limitation UniBank for Savings’ legal costs and expenses) all as more particularly set forth in the authorization to disburse dated June 19, 2015.



6.Proceeds of the 2016 Equipment Line of Credit are to be used to purchase new and used equipment and to pay expenses and costs associated with the 2016 Equipment Line of Credit with UniBank for Savings (including without limitation UniBank for Savings’ legal costs and expenses) all as more particularly set forth in the authorization to disburse dated November 15, 2016.



7.   Proceeds of the 2016 Term Loan are to be used to consolidate existing term debt with UniBank for Savings and to term out a portion of the Line of Credit (in an amount not to exceed $500,000.00) and to pay expenses and costs associated with the 2016 Term Loan with UniBank for Savings (including without limitation UniBank for Savings’ legal costs and expenses) all as more particularly set forth in the authorization to disburse dated November 15, 2016.











































[This space intentionally left blank; signature page to follow.]

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IN WITNESS WHEREOF the parties have executed this instrument under seal as of the 15th day of November, 2016.







 

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SCHEDULE I

CLOSING DOCUMENT AGENDA



FIFTH MODIFICATION TO FINANCING ARRANGEMENTS

TO

ARRHYTHMIA RESEARCH TECHNOLOGY, INC. AND

MICRON PRODUCTS INC.

MADE BY

UNIBANK FOR SAVINGS



CLOSING DATE: November 15, 2016









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