Mortgage Modification Agreement

SECOND OPEN-END MORTGAGE MODIFICATION AGREEMENT ("Agreement"), dated as of the 29th day of March, 1996, by and between FLEET CAPITAL CORPORATION, formerly known as SHAWMUT CAPITAL CORPORATION, a Connecticut corporation, successor to Barclays Business Credit, Inc., a Connecticut corporation, having an office at 200 Glastonbury Boulevard, Glastonbury, Connecticut (the "Grantee") and CANNONDALE CORPORATION, a Delaware corporation, having an office at 9 Brookside Place, Georgetown, Connecticut ("Grantor").


W I T N E S S E T H:


WHEREAS, Grantor entered into a certain Loan and Security Agreement dated as of July 2, 1993 (as amended from time to time, collectively the "Original Loan Agreement") with Grantee;


WHEREAS, pursuant to the Original Loan Agreement, the Grantee agreed to make available to Grantor a total credit facility of up to $30,000,000;


WHEREAS, the full and prompt payment and performance of all of the indebtedness, obligations, covenants, agreements and liabilities arising out of or in connection with the Original Loan Agreement are secured by that certain Open-End Mortgage dated February 18, 1994 made by Grantor to Grantee and recorded on March 1, 1994 in Volume 184, Page 852 in the Land Records of the Town Clerk of the Town of Redding, Connecticut, as amended by that certain Open-End Mortgage Modification Agreement between Grantor and Grantee dated February 8, 1995 (collectively, the "Mortgage"), which Mortgage encumbers those certain premises described on Schedule A annexed hereto;


WHEREAS Grantor, together with the Grantee, have entered into that certain Amended and Restated Loan and Security Agreement (the "Restated Loan Agreement") dated as of March 29, 1996, which Restated Loan Agreement has, among other things, modified the terms and conditions of the Original Loan Agreement;


WHEREAS, pursuant to the terms of the Restated Loan Agreement, the Grantee has, among other things, maintained the aggregate financing available to Grantor, at a maximum credit facility of $35,000,000;


WHEREAS, Grantor and Grantee desire to modify and amend the Mortgage as hereinafter set forth. 2
NOW, THEREFORE, in consideration of the covenants set forth herein and in the Mortgage, and for other good and other valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, Grantor and Grantee hereby agree as follows:


1. Modification of Mortgage. Effective as of the date hereof, the Mortgage is hereby modified as follows:


(a) the term "Loan Agreement" as defined on page 1 of the Mortgage, shall mean that certain Restated Loan Agreement, as defined herein, between Grantor and ...