imci_106.htm


Exhibit 10.6


 


 


FIRST AMENDMENT TO THE AGREEMENT


 


This First Amendment to the Agreement (“Amendment”) is effective as of March 13, 2015 (“Effective Date”), by and between Infinite Group, Inc. (“IGI”) and the Pension Benefit Guaranty Corporation (“PBGC”), a United States government corporation.







WITNESSETH







WHEREAS, PBGC is a wholly-owned United States government corporation and an agency of the United States that administers the pension plan insurance program established under Title IV of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), 29 U.S.C. § 1301 et seq.; and







WHEREAS, IGI is a Delaware corporation with its headquarters at 80 Office Park Way, Pittsford, NY; and







WHEREAS, the O&W Retirement Plan (“Plan”) was a pension plan covered by the pension plan termination insurance program under Title IV that covers former employees of Osley & Whitney, Inc. (“O&W”), which was a wholly-owned subsidiary of IGI at all material times, and







WHEREAS, PBGC asserted and IGI denied, that IGI was the Plan’s contributing sponsor after December 31, 2002 and that IGI was liable to PBGC under 29 U.S.C. §§ 1301-1461 in connection with the termination (“Title IV Liabilities”) of the Plan and any other Plan-related liabilities to PBGC or the Plan (collectively with the Title IV Liabilities, the “Pension Liabilities”); and







WHEREAS, IGI and PBGC resolved all issues related to the termination of the O&W Retirement Plan, IGI’s liabilities to PBGC under 29 U.S.C. §§ 1301-1461 in connection with such termination (“Title IV Liabilities”) and any other Plan-related liabilities to PBGC or the Plan (collectively with the Title IV Liabilities, the “Pension Liabilities”), excluding any liability for breach of fiduciary duty to the Plan by executing a settlement agreement, effective September 1, 2011, a copy of which is attached hereto as Exhibit A (the “Agreement”).







WHEREAS, by agreement effective November 1, 2011, the Plan was terminated pursuant to 29 U.S.C. § 1342(c), November 30, 2011 was established as the Plan termination date under 29 U.S.C. § 1348(a), and PBGC was appointed statutory trustee, pursuant to 29 U.S.C. § 1342(c).







WHEREAS, pursuant to Section 3.2 of the Agreement, IGI delivered to PBGC a signed promissory note dated October 17, 2011 (the “Promissory Note”) and an amortization schedule (the “Amortization Schedule”) for quarterly payments of principal and interest payable in the specified payment amounts set forth in the Amortization Schedule.


 




  





  











  






 


NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IGI and PBGC agree as follows:








	
1.  

	
Section 3 of the Agreement is amended and restated in its entirety to add Section 3.5 as follows:













	
a.  

	
IGI and PBGC agree that the revised schedule (the “Revised Schedule”) set forth on page 1 of Exhibit A hereto, is substituted for the Amortization Schedule for payments of principal and interest payable under the Promissory Note beginning on the Effective Date;













	
b.  

	
Exhibit A is hereby restated and incorporated by reference in this First Amendment to the Agreement; and,













	
c.  

	
Beginning on the Effective Date, IGI and PBGC agree that the Amortization Schedule on page 3 of Exhibit B to this First Amended Agreement is of no further force and effect for future quarterly payments of principal and interest payable under the Promissory Note in the specified payment amounts.













	
2.  

	
Except as expressly amended and restated above, the Agreement is ratified and affirmed in all respects.













	
3.  

	
This Amendment may be executed in one or more counterparts and by different parties on separate counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.












 



	
4.  

	
Each undersigned representative of a party represents and warrants that he or she is fully authorized to enter into this Amendment on such party’s behalf and to legally bind such party to all of its terms and conditions.












 


IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the Date first written above:












INFINITE GROUP, INC.                 PENSION BENEFIT GUARANTY COPRPORATION







 







 


By:   /s/ James Villa                              By:  /s/John F. Greenberg


         James Villa, President                          John F. Greenberg


                                                                         Director, Corporate Investments Department


 




  





  











  






 




	
Infinite Group, Inc. Note Payable to PBGC

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	  	 	 	 	 	 	 	 	
Revised Schedule

	 
	  	 	 	 	 	
Year

	 	 	
Beginning

	 	 	
Interest

	 	 	 	 	 	
---Total Payment---

	 	 	
Ending

	 
	
Year

	 	
Quarter

	 	 	
No

	 	 	
Balance

	 	 	 6.00%	 	 	
Principal

	 	 	
Quarter

	 	 	
Year

	 	 	
Balance

	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
2011

	 	 	4	 	 	 	1	 	 	$	300,000	 	 	 	4,500	 	 	 	3,000	 	 	 	7,500	 	 	 	 	 	 	297,000	 
	
2012

	 	 	1	 	 	 	 	 	 	 	297,000	 	 	 	4,455	 	 	 	3,000	 	 	 	7,455	 	 	 	 	 	 	294,000	 
	  	 	 	2	 	 	 	 	 	 	 	294,000	 	 	 	4,410	 	 	 	3,000	 	 	 	7,410	 	 	 	 	 	 	291,000	 
	  	 	 	3	 	 	 	 	 	 	 	291,000	 	 	 	4,365	 	 	 	3,000	 	 	 	7,365	 	 	 	29,730	 	 	 	288,000	 
	  	 	 	4	 	 	 	2	 	 	 	288,000	 	 	 	4,320	 	 	 	3,000	 	 	 	7,320	 	 	 	 	 	 	 	285,000	 
	
2013

	 	 	1	 	 	 	 	 	 	 	285,000	 	 	 	4,275	 	 	 	3,000	 	 	 	7,275	 	 	 	 	 	 	 	282,000	 
	  	 	 	2	 	 	 	 	 	 	 	282,000	 	 	 	4,230	 	 	 	3,000	 	 	 	7,230	 	 	 	 	 	 	 	279,000	 
	  	 	 	3	 	 	 	 	 	 	 	279,000	 	 	 	4,185	 	 	 	3,000	 	 	 	7,185	 	 	 	29,010	 	 	 	276,000	 
	  	 	 	4	 	 	 	3	 	 	 	276,000	 	 	 	4,140	 	 	 	3,000	 	 	 	7,140	 	 	 	 	 	 	 	273,000	 
	
2014

	 	 	1	 	 	 	 	 	 	 	273,000	 	 	 	4,095	 	 	 	3,000	 	 	 	7,095	 	 	 	 	 	 	 	270,000	 
	  	 	 	2	 	 	 	 	 	 	 	270,000	 	 	 	4,050	 	 	 	3,000	 	 	 	7,050	 	 	 	 	 	 	 	267,000	 
	  	 	 	3	 	 	 	 	 	 	 	267,000	 	 	 	4,005	 	 	 	3,000	 	 	 	7,005	 	 	 	28,290	 	 	 	264,000	 
	  	 	 	4	 	 	 	4	 	 	 	264,000	 	 	 	3,960	 	 	 	3,000	 	 	 	6,960	 	 	 	 	 	 	 	261,000	 
	
2015

	 	 	1	 	 	 	 	 	 	 	261,000	 	 	 	3,915	 	 	 	3,000	 	 	 	6,915	 	 	 	 	 	 	 	258,000	 
	  	 	 	2	 	 	 	 	 	 	 	258,000	 	 	 	3,870	 	 	 	3,000	 	 	 	6,870	 	 	 	 	 	 	 	255,000	 
	  	 	 	3	 	 	 	 	 	 	 	255,000	 	 	 	3,825	 	 	 	3,000	 	 	 	6,825	 	 	 	27,570	 	 	 	252,000	 
	  	 	 	4	 	 	 	5	 	 	 	252,000	 	 	 	3,780	 	 	 	3,000	 	 	 	6,780	 	 	 	 	 	 	 	249,000	 
	
2016

	 	 	1	 	 	 	 	 	 	 	249,000	 	 	 	3,735	 	 	 	3,000	 	 	 	6,735	 	 	 	 	 	 	 	246,000	 
	  	 	 	2	 	 	 	 	 	 	 	246,000	 	 	 	3,690	 	 	 	3,000	 	 	 	6,690	 	 	 	 	 	 	 	243,000	 
	  	 	 	3	 	 	 	 	 	 	 	243,000	 	 	 	3,645	 	 	 	3,000	 	 	 	6,645	 	 	 	26,850	 	 	 	240,000	 
	  	 	 	4	 	 	 	6	 	 	 	240,000	 	 	 	3,600	 	 	 	3,000	 	 	 	6,600	 	 	 	 	 	 	 	237,000	 
	
2017

	 	 	1	 	 	 	 	 	 	 	237,000	 	 	 	3,555	 	 	 	3,000	 	 	 	6,555	 	 	 	 	 	 	 	234,000	 
	  	 	 	2	 	 	 	 	 	 	 	234,000	 	 	 	3,510	 	 	 	3,000	 	 	 	6,510	 	 	 	 	 	 	 	231,000	 
	  	 	 	3	 	 	 	 	 	 	 	231,000	 	 	 	3,465	 	 	 	3,000	 	 	 	6,465	 	 	 	26,130	 	 	 	228,000	 
	  	 	 	4	 	 	 	7	 	 	 	228,000	 	 	 	3,420	 	 	 	3,000	 	 	 	6,420	 	 	 	 	 	 	 	225,000	 
	
2018

	 	 	1	 	 	 	 	 	 	 	225,000	 	 	 	3,375	 	 	 	3,000	 	 	 	6,375	 	 	 	 	 	 	 	222,000	 
	  	 	 	2	 	 	 	 	 	 	 	222,000	 	 	 	3,330	 	 	 	3,000	 	 	 	6,330	 	 	 	 	 	 	 	219,000	 
	  	 	 	3	 	 	 	 	 	 	 	219,000	 	 	 	3,285	 	 	 	219,000	 	 	 	222,285	 	 	 	241,410	 	 	 	0	 
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	$	108,990	 	 	 	300,000	 	 	 	408,990	 	 	 	408,990