Note PNCBANK
$850,000.00 June 12, 1998
FOR VALUE RECEIVED, Hydromer, Inc., a New Jersey Corporation (the "Borrower"),
with an address at 00 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000, promises to
pay to the order of PNC Bank, National Association (the "Bank"), in lawful money
of the United States of America in immediately available funds at such location
as the Bank may designate from time to time, the principal sum of Eight Hundred
Fifty Thousand Dollars ($850,000.00), together with interest accruing on the
outstanding principal balance from the date hereof as provided below:
Initially, the Loan will be repaid in monthly payments of principal in the
sum of Four Thousand Seven Hundred Twenty-Two Dollars and Twenty-Two Cents
($4,722.22), plus interest at the fixed rate of eight percent (8.0%%) per annum
beginning with the payment due on July 1, 1998 and on the first day of each and
every month thereafter until June 1, 2003. Subject to the Call Options set forth
below, on June 1, 2003 and June 1, 2008 (collectively an "Interest Rate
Adjustment Date") there will be an interest rate adjustment on the Loan at which
time the interest rate on the Loan will be adjusted to a new rate equal to the
higher of (i) the rate of interest set forth on the Closing Date, or (ii) two
hundred (200) basis points over the Bank's fully absorbed five (5) year cost of
funds on each respective Interest Rate Adjustment Date, as determined in Bank's
sole discretion, rounded to the next highest one-eighth of one percent (0.125%),
and the Loan will then continue to be repaid in monthly payments of principal in
the sum of Four Thousand Seven Hundred Twenty-Two Dollars and Twenty-Two Cents
($4,722.22), plus interest at the new rate set forth on a respective Interest
Rate Adjustment Date. Subject to the Call Options set forth below, and the
interest rate adjustments set forth herein, the entire balance of principal and
interest is due and payable in full on June 1, 2013 (the "Maturity Date"). This
is a fifteen (15) year Loan with Call Options and two (2) interest rate
adjustments on the fifth (5th) and tenth (10th) anniversaries of the Loan.
The Bank shall have the right to call the Loan due and payable on the 5th
anniversary of the first day of the month following the month in which the
closing occurs, and at each 5th anniversary date thereafter, if in the sole and
absolute opinion of the Bank, (i) there has been any material deterioration in
the value of the Collateral or in the Borrower's financial condition, or (ii)
the Borrower has not performed satisfactorily under the terms and conditions of
the Loan Documents. If the Bank elects to exercise the Call Option, the Bank
will notify the Borrower 120 days before the prescribed anniversary date and the
Borrower will have the later of (1) 180 days from the Call Date, or (2) the
anniversary date in question, to pay the Loan in full.
Interest will be calculated on the basis of a year of 360 days for the
actual number of days in each interest period. If any payment under this Note
shall become due on a Saturday, Sunday or public holiday under the laws of the
State where the Bank's office indicated above is located, such
payment shall be made on the next succeeding business day and such extension of
time shall be included in computing interest in connection with such payment.
The Borrower hereby authorizes the Bank to charge the Borrower's deposit account
at the Bank for any payment when due hereunder. Payments received will be
applied to charges, fees and expenses (including attorneys' fees), accrued
interest and principal in any order the Bank may choose, in its sole discretion.
Late Payments; Default Rate. If the Borrower fails to make any payment of
principal, interest or other amount coming due pursuant to the provisions of
this Note within ten (10) calendar days of the date due and payable, the
Borrower also shall pay to the Bank a late charge equal to five percent (5.0%)
of the amount of such payment. Such ten (10) day period shall not be construed
in any way to extend the due date of any such payment. The late charge is
imposed for the purpose of defraying the Bank's expenses incident to the
handling of delinquent payments and is in addition to, and not in lieu of, the
exercise by the Bank of any rights and remedies hereunder, under the other Loan
Documents or under applicable laws, and any fees and expenses of any agents or
attorneys which the Bank may employ. Upon maturity, whether by acceleration,
demand or otherwise, and at the option of the Bank upon the occurrence of any
Event of Default (as hereinafter defined) and during the continuance thereof,
this Note shall bear interest at a rate per annum (based on a year of 360 days
and actual days elapsed) which shall be five (5) percentage points (5.0%) in
excess of the interest rate in effect from time to time under this Note but not
more than the maximum rate allowed by law (the "Default Rate"). The Default Rate
shall continue to apply whether or not judgment shall be entered on this Note.
Prepayment. Notwithstanding anything contained herein to the contrary, upon any
prepayment by or on behalf of the Borrower (whether voluntary, on default or
otherwise), the Bank may require, if it so elects, the Borrower to pay the Bank
as compensation for the cost of being prepared to advance fixed rate funds
hereunder an amount equal to the Cost of Prepayment. "Cost of Prepayment" means
an amount equal to the present value, if positive, of the product of (a) the
difference between (i) the yield, on the beginning date of the applicable
interest period, of a U.S. Treasury obligation with a maturity similar to the
applicable interest period minus (ii) the yield on the prepayment date, of a
U.S. Treasury obligation with a maturity similar to the remaining maturity of
the applicable interest period, and (b) the principal amount to be prepaid, and
(c) the number of years, including fractional years, from the prepayment date to
the end of the applicable interest period. The yield on any U.S. Treasury
obligation shall be determined by reference to Federal Reserve Statistical
Release H.15(519) "Selected Interest Rates". For purposes of making present
value calculations, the yield to maturity of a similar maturity U.S. Treasury
obligation on the prepayment date shall be deemed the discount rate. The Cost of
Prepayment shall also apply to any payments made after acceleration of the
maturity of this Note while a Fixed Rate is in effect.
Other Loan Documents. This Note is issued in connection with a mortgage, loan
agreement, guaranty and other loan documents, the terms of which are
incorporated herein by reference (the "Loan Documents"), and is secured by the
property described in the Loan Documents (if any) and by such other collateral
as previously may have been or may in the future be granted to the Bank to
secure this Note.
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Events of Default. The occurrence of any of the following events will be deemed
to be an "Event of Default" under this Note: (i) the nonpayment of any
principal, interest or other indebtedness under this Note within ten (10) days
of its due date; (ii) the occurrence of any event of default or default and the
lapse of any notice or cure period under any Loan Document or any other debt,
liability or obligation to the Bank of Borrower; (iii) the filing by or against
Borrower of any proceeding in bankruptcy, receivership, insolvency,
reorganization, liquidation, conservatorship or similar proceeding, or any
assignment by Borrower for the benefit of creditors, or any levy, garnishment,
attachment or similar proceeding is instituted against any property of Borrower
held by or deposited with the Bank; (iv) a default with respect to any other
indebtedness of Borrower for borrowed money, if the effect of such default is to
cause or permit the acceleration of such debt; (v) the commencement of any
foreclosure proceeding, execution or attachment against any collateral securing
the obligations of Borrower to the Bank; (vi) the entry of a final judgment
against Xxxxxxxx and the failure of such Borrower to discharge the judgment
within ten (10) days of the entry thereof; (vii) in the event that this Note is
secured, the failure of any Borrower to provide the Bank with additional
collateral if in the opinion of the Bank at any time or times, the market value
of any of the collateral securing this Note or any guarantee has depreciated;
(viii) any material adverse change in the business, assets, operations,
financial condition or results of operations of Borrower; (ix) any
representation or warranty made by Borrower to the Bank in any Loan Document, or
any other documents now or in the future securing the obligations of Borrower to
the Bank, is false, erroneous or misleading in any material respect; or (x) the
failure of Borrower to observe or perform any covenant or other agreement with
the Bank contained in any Loan Document or any other documents now or in the
future securing the obligations of Borrower to the Bank. Notwithstanding the
foregoing, the Lender will provide the Borrower with a fifteen (15) day notice
and opportunity to cure "Non-Monetary Defaults" (e.g. events of default other
than payments of principal, interest, taxes, insurance, and other monetary
payments), if such Non-Monetary Defaults are capable of being cured. Notice and
opportunity to cure will not be necessary for a voluntary bankruptcy by the
Borrower. In the event that the Non-Monetary Default is of such a nature that it
cannot be cured within such fifteen (15) day period, and if the Borrower shall
be diligently pursuing the cure of the Non-Monetary Default, then such period to
cure shall be extended for a period not to exceed sixty (60) days.
Upon the occurrence of an Event of Default: (a) if an Event of Default specified
in clause (iii) above shall occur, the outstanding principal balance and accrued
interest hereunder together with any additional amounts payable hereunder shall
be immediately due and payable without demand or notice of any kind; (b) if any
other Event of Default shall occur, the outstanding principal balance and
accrued interest hereunder together with any additional amounts payable
hereunder, at the option of the Bank and without demand or notice of any kind
may be accelerated and become immediately due and payable; (c) at the option of
the Bank, this Note will bear interest at the Default Rate from the date of the
occurrence of the Event of Default; and (d) the Bank may exercise from time to
time any of the rights and remedies available to the Bank under the Loan
Documents or under applicable law.
Right of Setoff. In addition to all liens upon and rights of setoff against the
money, securities or other property of the Borrower given to the Bank by law,
the Bank shall have, with respect to the Borrower's obligations to the Bank
under this Note and to the extent permitted by law, a contractual possessory
security interest in and a contractual right of setoff against, and the Borrower
hereby
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assigns, conveys, delivers, pledges and transfers to the Bank all of the
Borrower's right, title and interest in and to, all deposits, moneys, securities
and other property of the Borrower now or hereafter in the possession of or on
deposit with, or in transit to, the Bank whether held in a general or special
account or deposit, whether held jointly with someone else, or whether held for
safekeeping or otherwise, excluding, however, all IRA, Xxxxx, and trust
accounts. Every such security interest and right of setoff may be exercised
without demand upon or notice to the Borrower. Every such right of setoff shall
be deemed to have been exercised immediately upon the occurrence of an Event of
Default hereunder without any action of the Bank, although the Bank may enter
such setoff on its books and records at a later time.
Miscellaneous. No delay or omission of the Bank to exercise any right or power
arising hereunder shall impair any such right or power or be considered to be a
waiver of any such right or power or any acquiescence therein, nor shall the
action or inaction of the Bank impair any right or power hereunder. The Borrower
agrees to pay on demand, to the extent permitted by law, all costs and expenses
incurred by the Bank in the enforcement of its rights in this Note and in any
security therefor, including without limitation reasonable fees and expenses of
the Bank's counsel. If any provision of this Note is found to be invalid by a
court, all the other provisions of this Note will remain in full force and
effect. The Borrower and all other makers and indorsers of this Note hereby
forever waive presentment, protest, notice of dishonor and notice of
non-payment. The Borrower also waives all defenses based on suretyship or
impairment of collateral. If this Note is executed by more than one Borrower,
the obligations of such persons or entities hereunder will be joint and several.
This Note shall bind the Borrower and the heirs, executors, administrators,
successors and assigns of the Borrower, and the benefits hereof shall inure to
the benefit of Bank and its successors and assigns.
This Note has been delivered to and accepted by the Bank and will be deemed to
be made in the State of New Jersey. This Note will be interpreted and the rights
and liabilities of the parties hereto determined in accordance with the laws of
the State where the Bank's office indicated above is located, excluding its
conflict of laws rules. The Borrower hereby irrevocably consents to the
exclusive jurisdiction of any state or federal court for the county or judicial
district where the Bank's office indicated above is located, and consents that
all service of process be sent by nationally recognized overnight courier
service directed to the Borrower at the Borrower's address set forth herein and
service so made will be deemed to be completed on the business day after deposit
with such courier; provided that nothing contained in this Note will prevent the
Bank from bringing any action, enforcing any award or judgment or exercising any
rights against the Borrower individually, against any security or against any
property of the Borrower within any other county, state or other foreign or
domestic jurisdiction. The Borrower acknowledges and agrees that the venue
provided above is the most convenient forum for both the Bank and the Borrower.
The Borrower waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Note.
WAIVER OF JURY TRIAL. THE BORROWER IRREVOCABLY WAIVES ANY AND ALL RIGHTS THE
BORROWER MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY
NATURE RELATING TO THIS NOTE, ANY DOCUMENTS EXECUTED IN CONNECTION WITH THIS
NOTE OR ANY TRANSACTION CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE BORROWER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING
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AND VOLUNTARY. THE BORROWER ACKNOWLEDGES THAT IT HAS READ AND UNDERSTOOD ALL THE
PROVISIONS OF THIS NOTE, INCLUDING THE WAIVER OF JURY TRIAL, AND HAS BEEN
ADVISED BY COUNSEL AS NECESSARY OR APPROPRIATE.
WITNESS the due execution hereof as a document under seal, as of the date first
written above, with the intent to be legally bound hereby.
ATTEST: Hydromer, Inc., a New Jersey Corporation
/s/ /s/
----------------------------- -----------------------------------------
Xxxxxxx X. Xxxxx, President and
Chief Financial Officer
Mortgage and PNCBANK
Security Agreement
THIS MORTGAGE AND SECURITY AGREEMENT (this "Mortgage") is made as of June
12, 1998, by Hydromer, Inc., a New Jersey Corporation, with an address of 00
Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 (the "Mortgagor") in favor of PNC
BANK, NATIONAL ASSOCIATION (the "Mortgagee"), with an address at 000 Xxxxxxx
Xxxx Xxxx, Xxxxxxxxx, Xxx Xxxxxx 00000.
WHEREAS, the Mortgagor is the owner of a certain tract or parcel of land
known as 00 Xxxxxxxxxx Xxxxxxx, in the Township of Branchburg, County of
Somerset and State of New Jersey a/k/a Block 17, Lot 3.04 on the Tax Map and
described in Exhibit A attached hereto and made a part hereof, together with the
improvements now or hereafter erected thereon; and
WHEREAS, the Mortgagor has borrowed from the Mortgagee, or is providing a
guaranty of a borrowing from the Mortgagee, or is granting a lien pursuant to
this Mortgage as collateral security for a borrowing from the Mortgagee, in an
amount not to exceed the principal sum of Eight Hundred Fifty Thousand Dollars
($850,000.00) (the "Loan"), which Loan is evidenced by one or more promissory
notes or guaranties in favor of the Mortgagee dated of even date with this
Mortgage (the "Note");
NOW, THEREFORE, for the purpose of securing the payment and performance of
the following obligations (collectively called the "Obligations"):
(A) the Loan, the Note and all other loans, advances, debts, liabilities,
obligations, covenants and duties owing by the Mortgagor to the Mortgagee of any
kind or nature, present or future, whether or not evidenced by any note,
guaranty or other instrument, whether arising under any agreement, instrument or
document, whether or not for the payment of money, whether arising by reason of
an extension of credit, opening of a letter of credit, loan or guarantee or in
any other manner, whether arising out of overdrafts on deposit or other accounts
or electronic funds transfers (whether through automatic clearing houses or
otherwise) or out of the Mortgagee's non-receipt of or inability to collect
funds or otherwise not being made whole in connection with depository transfer
check or other similar arrangements, whether direct or indirect (including those
acquired by assignment or participation), absolute or contingent, joint or
several, due or to become due, now existing or hereafter arising, and any
amendments, extensions, renewals or increases and all costs and expenses of the
Mortgagee incurred in the documentation, negotiation, modification, enforcement,
collection or otherwise in connection with any of the foregoing, including but
not limited to reasonable attorneys' fees and expenses.
(B) Any sums advanced by the Mortgagee or which may otherwise become due
pursuant to the provisions of the Note or this Mortgage or pursuant to any other
document or instrument at any time delivered to the Mortgagee to evidence or
secure any of the Obligations or which otherwise
relate to any of the Obligations (as the same may be amended, supplemented or
replaced from time to time, the "Loan Documents").
The Mortgagor, for good and valuable consideration, receipt of which is hereby
acknowledged, and intending to be legally bound hereby, does hereby give, grant,
bargain, sell, convey, assign, transfer, mortgage, hypothecate, pledge, set over
and confirm unto the Mortgagee and does agree that the Mortgagee shall have a
security interest in the following described property, all accessions and
additions thereto, all substitutions therefor and replacements and proceeds
thereof, and all reversions and remainders of such property now owned or held or
hereafter acquired (the "Property"), to wit:
(a) All of the Mortgagor's estate in the premises described in Exhibit A,
together with all of the easements, rights of way, privileges, liberties,
hereditaments, gores, streets, alleys, passages, ways, waters, watercourses,
rights and appurtenances thereunto belonging or appertaining, and all of the
estate, right, title, interest, claim and demand whatsoever of the Mortgagor
therein and in the public streets and ways adjacent thereto, either in law or in
equity (the "Land");
(b) All the buildings, structures and improvements of every kind and
description now or hereafter erected or placed on the Land, and all facilities,
fixtures, machinery, apparatus, appliances, installations, machinery and
equipment, including, without limitation, all building materials to be
incorporated into such buildings, all electrical equipment necessary for the
operation of such buildings and heating, air conditioning and plumbing equipment
now or hereafter attached to, located in or used in connection with those
buildings, structures or other improvements (the "Improvements");
(c) All rents, issues and profits arising or issuing from the Land and the
Improvements (the "Rents") including, but not limited to, the Rents arising or
issuing from all leases and subleases now or hereafter entered into covering all
or any part of the Land and Improvements (the "Leases"), all of which Leases and
Rents are hereby assigned to the Mortgagee by the Mortgagor. The foregoing
assignment shall be an absolute assignment of all of the Mortgagor's entire
interest in the Rents. The foregoing assignment shall also include, without
limitation, all fees, charges, accounts or other payments for the use or
occupancy of rooms and other public facilities in hotels, motels, or other
lodging properties, and all cash or securities deposited under Leases to secure
performance of lessees of their obligations thereunder, whether such cash or
securities are to be held until the expiration of the terms of such leases or
applied to one or more installments of rent coming due prior to the expiration
of such terms. The foregoing assignment extends to Rents arising both before and
after the commencement by or against the Mortgagor of any case or proceeding
under any Federal or State bankruptcy, insolvency or similar law. The Mortgagor
will execute and deliver to the Mortgagee, on demand, such assignments and
instruments as the Mortgagee may require to confirm, maintain and continue the
assignment hereunder;
(d) All proceeds of the conversion, voluntary or involuntary, of any of the
foregoing into cash or liquidated claims;
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(e) And without limiting any of the other provisions of this Mortgage, the
Mortgagor, as debtor, expressly grants unto the Mortgagee, as secured party, a
security interest in all those portions of the Property which may be subject to
the Uniform Commercial Code provisions applicable to secured transactions under
the laws of any state, and the Mortgagor will execute and deliver to the
Mortgagee on demand such financing statements and other instruments as the
Mortgagee may require in order to perfect and maintain such security interest
under the UCC on the aforesaid collateral.
To have and to hold the same unto the Mortgagee, its successors and
assigns, forever.
Provided, however, that if the Mortgagor shall pay to the Mortgagee the
Obligations, and if the Mortgagor shall keep and perform each of its other
covenants, conditions and agreements set forth herein and in the other Loan
Documents, then, upon the termination of all obligations, duties and commitments
of the Mortgagor under the Obligations and this Mortgage, and subject to the
provisions of Section 24 hereof, the estate hereby granted and conveyed shall
become null and void.
1. Representations and Warranties. The Mortgagor represents and warrants to the
Mortgagee that the Mortgagor has good and marketable title to an estate in fee
simple absolute in the Land and Improvements and has all right, title and
interest in all other property constituting a part of the Property, in each case
free and clear of all liens and encumbrances, except as may otherwise be set
forth on an Exhibit B hereto. This Mortgage is a valid and enforceable first
lien on the Property (except as set forth on Exhibit B hereto), and the
Mortgagee shall, subject to the Mortgagor's right of possession prior to an
Event of Default, quietly enjoy and possess the Property. The Mortgagor shall
preserve such title as it warrants herein and the validity and priority of the
lien hereof and shall forever warrant and defend the same to the Mortgagee
against the claims of all persons.
2. Affirmative Covenants. Until all of the Obligations shall have been
fully paid, satisfied and discharged the Mortgagor shall:
a. Payment and Performance of Obligations. Pay or cause to be paid and
perform all Obligations when due as provided in the Loan Documents.
b. Legal Requirements. Promptly comply with and conform to all present
and future laws, statutes, codes, ordinances, orders and regulations and
all covenants, restrictions and conditions which may be applicable to the
Mortgagor or to any of the Property (the "Legal Requirements").
c. Impositions. Before interest or penalties are due thereon and
otherwise when due, the Mortgagor shall pay all taxes of every kind and
nature, all charges for any easement or agreement maintained for the
benefit of any of the Property, all general and special assessments
(including, without limitation, any condominium or planned unit development
assessments, if any), levies, permits, inspection and license fees, all
water and sewer rents and charges, and all other
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charges and liens, whether of a like or different nature, imposed upon or
assessed against the Mortgagor or any of the Property (the "Impositions").
Within thirty (30) days after the payment of any Imposition, the Mortgagor
shall deliver to the Mortgagee evidence acceptable to the Mortgagee of such
payment. The Mortgagor's obligations to pay the Impositions shall survive
the Mortgagee's taking title to the Property through foreclosure,
deed-in-lieu or otherwise.
d. Maintenance of Security. Use, and permit others to use, the
Property only for its present use or such other uses as permitted by
applicable Legal Requirements and approved in writing by the Mortgagee. The
Mortgagor shall keep the Property in good condition and order and in a
rentable and tenantable state of repair and will make or cause to be made,
as and when necessary, all repairs, renewals, and replacements, structural
and nonstructural, exterior and interior, foreseen and unforeseen, ordinary
and extraordinary, provided, however, that no structural repairs, renewals
or replacements shall be made without the Mortgagee's prior written
consent. The Mortgagor shall not remove, demolish or alter the Property nor
commit or suffer waste with respect thereto, nor permit the Property to
become deserted or abandoned. The Mortgagor covenants and agrees not to
take or permit any action with respect to the Property which will in any
manner impair the security of this Mortgage.
3. Leases. The Mortgagor shall not (I) execute an assignment or pledge of
the Rents and/or the Leases other than in favor of the Mortgagee; (ii) accept
any prepayment of an installment of any Rents prior to the due date of such
installment; or (iii) enter into or amend any of the terms of any of the Leases
without the Mortgagee's prior written consent. Any or all leases or subleases of
all or any part of the Property shall be subject in all respects to the prior
written consent of the Mortgagee, shall be subordinated to this Mortgage and to
the rights of the Mortgagee and, together with any and all rents, issues or
profits relating thereto, shall be assigned at the time of execution to the
Mortgagee as additional collateral security for the Obligations, all in such
form, substance and detail as is satisfactory to the Mortgagee in its sole
discretion.
4. Due on Sale Clause. The Mortgagor shall not sell, convey or otherwise
transfer any interest in the Property (whether voluntarily or by operation of
law), or agree to do so, without the Mortgagee's prior written consent,
including but not limited to (I) any sale, conveyance, assignment, or other
transfer of (including installment land sale contracts), or the grant of a
security interest in, all or any part of the legal and/or equitable title to the
Property; (ii) any lease of all or any portion of the Property; or (iii) any
sale, conveyance, assignment, or other transfer of, or the grant of a security
interest in, any share of stock of the Mortgagor, except in favor of the
Mortgagee. Any default under this paragraph shall cause an immediate
acceleration of the indebtedness secured by the Note without any demand by the
Mortgagee.
5. Insurance. The Mortgagor shall keep the Property continuously insured,
in an amount not less than the cost to replace the Property or an amount not
less than eighty percent (80%) of the full insurable value of the Property,
whichever is greater, against loss or damage by fire, with extended coverage and
against other hazards as the Mortgagee may from time to time require. The
Mortgagor shall also maintain comprehensive general public liability insurance,
in an amount of not
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less than required by the Mortgagee, property damage and Workers' compensation
insurance, builder's risk insurance with respect to any construction, or
reconstruction and contractual liability insurance for obligations of the
Mortgagor under the Leases, with an insurance company or companies satisfactory
to the Mortgagee, and in such total amounts (other than the foregoing fire and
extended coverage insurance) as the Mortgagee may require from time to time.
Such insurance shall include protection for continuation of income for a period
of twelve (12) months, in the event of any damage caused by the perils referred
to above. All policies, including policies for any amounts carried in excess of
the required minimum and policies not specifically required by the Mortgagee,
shall be in form satisfactory to the Mortgagee, shall meet all coinsurance
requirements of the Mortgagee, shall be maintained in full force and effect,
shall be assigned to the Mortgagee, with premiums prepaid, as collateral
security for payment of the Obligations, shall be endorsed with a standard
mortgagee clause in favor of the Mortgagee and shall provide for at least thirty
(30) days notice of cancellation to the Mortgagee. Such insurance shall also
name the Mortgagee as an additional insured under the comprehensive general
public liability policy and the Mortgagor shall also deliver to the Mortgagee a
copy of the replacement cost coverage endorsement. If the Property is located in
an area which has been identified by any governmental agency, authority or body
as a flood hazard area or the like, then the Mortgagor shall maintain a flood
insurance policy covering the Property in an amount not less than the original
principal amount of the Loan or the maximum limit of coverage available under
the federal program, whichever amount is less.
6. Rights of Mortgagee to Insurance Proceeds. In the event of loss, the
Mortgagee shall have the exclusive right to adjust, collect and compromise all
insurance claims, and the Mortgagor shall not adjust, collect or compromise any
claims under said policies without the prior written consent of the Mortgagee.
Each insurer is hereby authorized and directed to make payment under said
policies, including return of unearned premiums, directly to the Mortgagee
instead of to the Mortgagor and the Mortgagee jointly, and the Mortgagor
appoints the Mortgagee as the Mortgagor's attorney-in-fact to endorse any draft
therefor. All insurance proceeds may, at the Mortgagee's sole option, be applied
to all or any part of the Obligations and in any order (notwithstanding that
such Obligations may not then otherwise be due and payable) or to the repair and
restoration of any of the Property under such terms and conditions as the
Mortgagee may impose.
7. Installments for Insurance. Taxes and Other Charges. The Mortgagor
shall, if requested by the Mortgagee, pay to the Mortgagee monthly, an amount
equal to one-twelfth (1/12) of the annual premiums for the insurance policies
referred to hereinabove and the annual Impositions and any other item which at
any time may be or become a lien upon the Property (the "Escrow Charges"). The
amounts so paid shall be used in payment of the Escrow Charges so long as no
Event of Default shall have occurred. No amount so paid to the Mortgagee shall
be deemed to be trust funds, nor shall any sums paid bear interest. The
Mortgagee shall have no obligation to pay any insurance premium or Imposition if
at any time the funds being held by the Mortgagee for such premium or Imposition
are insufficient to make such payments. Upon the occurrence of an Event of
Default, the Mortgagee shall have the right, at its election, to apply any
amount so held against the Obligations due and payable in such order as the
Mortgagee may deem fit, and the Mortgagor
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hereby grants to the Mortgagee a lien upon and security interest in such amounts
for such purpose.
8. Condemnation. The Mortgagor, immediately upon obtaining knowledge of the
institution of any proceedings for the condemnation or taking by eminent domain
of any of the Property, shall notify the Mortgagee of the pendency of such
proceedings. The Mortgagee may participate in any such proceedings and the
Mortgagor shall deliver to the Mortgagee all instruments requested by it to
permit such participation. Any award or compensation for property taken or for
damage to property not taken, whether as a result of such proceedings or in lieu
thereof, is hereby assigned to and shall be received and collected directly by
the Mortgagee, and any award or compensation shall be applied, at the
Mortgagee's option, to any part of the Obligations and in any order
(notwithstanding that any of such Obligations may not then be due and payable)
or to the repair and restoration of any of the Property under such terms and
conditions as the Mortgagee may impose.
9. Environmental Matters.
a. For purposes of this Section 9, the term "Environmental Laws" shall mean
all federal, state and local laws, regulations and orders, whether now or in the
future enacted or issued, pertaining to the protection of land, water, air,
health, safety or the environment. The term "Regulated Substances" shall mean
all substances regulated by Environmental Laws, or which are known or considered
to be harmful to the health or safety of persons, or the presence of which may
require investigation, notification or remediation under the Environmental Laws.
The term "Contamination" shall mean the discharge, release, emission, disposal
or escape of any Regulated Substances into the environment.
b. The Mortgagor represents and warrants (I) that no Contamination is
present at, on or under the Property and that no Contamination is being or has
been emitted onto any surrounding property; (ii) all operations and activities
on the Property have been and are being conducted in accordance with all
Environmental Laws, and the Mortgagor has all permits and licenses required
under the Environmental Laws; (iii) no underground or aboveground storage tanks
are or have been located on or under the Property; and (iv) no legal or
administrative proceeding is pending or threatened relating to any environmental
condition, operation or activity on the Property, or any violation or alleged
violation of Environmental Laws. These representations and warranties shall be
true as of the date hereof, and shall be deemed to be continuing representations
and warranties which must remain true, correct and accurate during the entire
duration of the term of this Mortgage.
c. The Mortgagor shall ensure, at its sole cost and expense, that the
Property and the conduct of all operations and activities thereon comply and
continue to comply with all Environmental Laws. The Mortgagor shall notify the
Mortgagee promptly and in reasonable detail in the event that the Mortgagor
becomes aware of any violation of any Environmental Laws, the presence or
release of any Contamination with respect to the Property, or any governmental
or third party claims relating to the environmental condition of the Property or
the conduct of operations or
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activities thereon. The Mortgagor also agrees not to permit or allow the
presence of Regulated Substances on any part of the Property, except for those
Regulated Substances (I) which are used in the ordinary course of the
Mortgagor's business, but only to the extent they are in all cases used in a
manner which complies with all Environmental Laws; and (ii) those Regulated
Substances which are naturally occurring on the Property. The Mortgagor agrees
not to cause, allow or permit the presence of any Contamination on the Property.
d. The Mortgagee shall not be liable for, and the Mortgagor shall
indemnify, defend and hold the Mortgagee and all of its officers, directors,
employees and agents, and all of their respective successors and assigns
harmless from and against all losses, costs, liabilities, damages, fines,
claims, penalties and expenses (including, without limitation, reasonable
attorneys', consultants' and contractors' fees, costs incurred in the
investigation, defense and settlement of claims, as well as costs incurred in
connection with the investigation, remediation or monitoring of any Regulated
Substances or Contamination) that the Mortgagee may suffer or incur (including,
without limitation, as holder of the Mortgage, as mortgagee in possession or as
successor in interest to the Mortgagor as owner of the Property by virtue of a
foreclosure or acceptance of a deed in lieu of foreclosure) as a result of or in
connection with (I) any Environmental Laws (including, without limitation, the
assertion that any lien existing or arising pursuant to any Environmental Laws
takes priority over the lien of the Mortgage); (ii) the breach of any
representation, warranty, covenant or undertaking by the Mortgagor in this
Section 9; (iii) the presence on or the migration of any Contamination or
Regulated Substances on, under or through the Property; or (iv) any litigation
or claim by the government or by any third party in connection with the
environmental condition of the Property or the presence or migration of any
Regulated Substances or Contamination on, under, to or from the Property.
e. Upon the request of the Mortgagee, the Mortgagor shall execute and
deliver an Environmental Indemnity Agreement satisfactory in form and substance
to the Mortgagee, to more fully reflect the representations, warranties,
covenants and indemnities of the Mortgagor with respect to the Environmental
Laws.
10. Inspection of Property. The Mortgagee shall have the right to enter
upon the Property at any reasonable hour for the purpose of inspecting the
order, condition and repair of the buildings and improvements erected thereon,
as well as the conduct of operations and activities on the Property. The
Mortgagee may enter the Property (and cause the Mortgagee's employees, agents
and consultants to enter the Property), upon prior written notice to the
Mortgagor, to conduct any and all environmental testing deemed appropriate by
the Mortgagee in its sole discretion. The environmental testing shall be
accomplished by whatever means the Mortgagee may deem appropriate, including,
but not limited to, the taking of soil samples and the installation of ground
water monitoring xxxxx or other intrusive environmental tests. The Mortgagor
shall provide the Mortgagee (and the Mortgagee's employees, agents and
consultants) reasonable rights of access to the Property as well as such
information about the Property and the past or present conduct of operations and
activities thereon as the Mortgagee shall reasonably request.
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11. Events of Default. The occurrence of any one or more of the following
events shall constitute an "Event of Default" hereunder: (a) any Event of
Default (as defined in any of the Obligations); (b) any default under any of the
Obligations that does not have a defined set of "Events of Default" and the
lapse of any notice or cure period provided in such Obligations with respect to
such default; (C) demand by the Mortgagee under any of the Obligations that have
a demand feature; (d) the failure by the Mortgagor to perform any of its
obligations under this Mortgage or under any Environmental Indemnity Agreement
executed and delivered pursuant to Section 9(e) hereof; (e) falsity, inaccuracy
or material breach by the Mortgagor of any written warranty, representation or
statement made or furnished to the Mortgagee by or on behalf of the Mortgagor;
(f) an uninsured material loss, theft, damage, or destruction to any of the
Property, or the entry of any judgment against the Mortgagor or any lien against
or the making of any levy, seizure or attachment of or on the Property; (g) the
failure of the Mortgagee to have a first priority mortgage lien on the Property;
(h) any indication or evidence received by the Mortgagee that the Mortgagor may
have directly or indirectly been engaged in any type of activity which, in the
Mortgagee's discretion, might result in the forfeiture of any property of the
Mortgagor to any governmental entity, federal, state or local; (I) foreclosure
proceedings are instituted against the Property upon any other lien or claim,
whether alleged to be superior or junior to the lien of this Mortgage; (j) the
failure by the Mortgagor to pay any Impositions as required under Section 2(C)
hereof, or to maintain in full force and effect any insurance required under
Section 5 hereof; or (k) the filing by or against the Mortgagor of any
proceeding in bankruptcy, receivership, insolvency, reorganization, liquidation,
conservatorship or similar proceeding, or any assignment by the Mortgagor for
the benefit of creditors.
12. Rights and Remedies of Mortgagee. If an Event of Default occurs, the
Mortgagee may, at its option and without demand, notice or delay, do one or more
of the following:
a. The Mortgagee may declare the entire unpaid principal balance of
the Obligations, together with all interest thereon, to be due and payable
immediately.
b. The Mortgagee may (I) institute and maintain an action of mortgage
foreclosure against the Property and the interests of the Mortgagor
therein, (ii) institute and maintain an action on any instruments
evidencing the Obligations or any portion thereof, and (iii) take such
other action at law or in equity for the enforcement of any of the Loan
Documents as the law may allow, and in each such action the Mortgagee shall
be entitled to all costs of suit and attorneys' fees.
c. The Mortgagee may, in its sole and absolute discretion: (I) collect
any or all of the Rents, including any Rents past due and unpaid, (ii)
perform any obligation or exercise any right or remedy of the Mortgagor
under any Lease, or (iii) enforce any obligation of any tenant of any of
the Property. The Mortgagee may exercise any right under this subsection
(c), whether or not the Mortgagee shall have entered into possession of any
of the Property, and nothing herein contained shall be construed as
constituting the Mortgagee a "mortgagee in possession", unless the
Mortgagee shall have entered into and shall continue to be in actual
possession of the Property. The Mortgagor hereby authorizes and directs
each and every present and future tenant of any of the Property to pay all
Rents directly to the Mortgagee and to perform all other obligations of
that tenant
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for the direct benefit of the Mortgagee, as if the Mortgagee were the
landlord under the Lease with that tenant; immediately upon receipt of a
demand by the Mortgagee to make such payment or perform such obligations.
The Mortgagor hereby waives any right, claim or demand it may now or
hereafter have against any such tenant by reason of such payment of Rents
or performance of obligations to the Mortgagee, and any such payment or
performance to the Mortgagee shall discharge the obligations of the tenant
to make such payment or performance to the Mortgagor.
d. The Mortgagee shall have the right, in connection with the exercise
of its remedies hereunder, to the appointment of a receiver to take
possession and control of the Property and/or to collect the Rents, without
notice and without regard to the adequacy of the Property to secure the
Obligations. The Mortgagee or a receiver, while in possession of the
Property, shall have the right to make repairs and to make improvements
necessary or advisable in its or his opinion to preserve the Property, or
to make and keep them rentable to the best advantage, and the Mortgagee may
advance moneys to a receiver for such purposes. Any moneys so expended or
advanced by the Mortgagee or by a receiver shall be added to and become a
part of the Obligations secured by this Mortgage.
13. Application of Proceeds. The Mortgagee shall apply the proceeds of any
foreclosure sale of, or other disposition or realization upon, or Rents or
profits from, the Property to satisfy the Obligations in such order of
application as the Mortgagee shall determine in its exclusive discretion.
14. Mortgagee's Right to Protect Security. The Mortgagee is hereby
authorized to do any one or more of the following, irrespective of whether an
Event of Default has occurred: (a) appear in and defend any action or proceeding
purporting to affect the security hereof or the rights or powers of the
Mortgagee hereunder; (b) purchase such insurance policies covering the Property
as it may elect if the Mortgagor fails to maintain the insurance coverage
required hereunder; and (C) take such action as the Mortgagee may determine to
pay, perform or comply with any Impositions or Legal Requirements, to cure any
Events of Default and to protect its security in the Property.
15. Appointment of Mortgagee as Attorney-in-Fact. The Mortgagee, or any
officer of the Mortgagee, is hereby irrevocably appointed attorney-in-fact for
the Mortgagor (without requiring any of them to act as such), such appointment
being coupled with an interest, to do any or all of the following: (a) collect
the Rents after the occurrence of an Event of Default; (b) settle for, collect
and receive any awards payable under Section 8 hereof from the authorities
making the same; and (C) execute, deliver and file such financing statements and
other instruments as the Mortgagee may require in order to perfect and maintain
its security interest under the Uniform Commercial Code on any portion of the
Property.
16. Certain Waivers. The Mortgagor hereby waives and releases all benefit
that might accrue to the Mortgagor by virtue of any present or future law
exempting the Property, or any part of the proceeds arising from any sale
thereon from attachment, levy or sale on execution, or
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providing for any stay of execution, exemption from civil process or extension
of time for payment, and, unless specifically required herein, all notices of
the Mortgagor's default or of the Mortgagee's election to exercise, or the
Mortgagee's actual exercise of any option under this Mortgage or any other Loan
Document. The Mortgagor waives all rights or defenses arising by reason of any
"one action" or "anti-deficiency" law, or any other law which may prevent the
Mortgagee from bringing any action against the Mortgagor, including a claim for
deficiency to the extent the Mortgagee is otherwise entitled to a claim for
deficiency, before or after the Mortgagee's commencement or completion of any
foreclosure action or any other action to exercise its remedies hereunder or
otherwise available at law or in equity.
17. No Merger. There shall be no merger of the interest or estate created
by this Mortgage with any other interest or estate in the Property at any time
held by or for the benefit of the Mortgagee or any subsidiary or affiliate in
any capacity, without the express prior written consent of the Mortgagee.
18. Mortgage Secures Future Advances. This Mortgage is given for the
purpose of creating a lien on real property in order to secure not only existing
indebtedness, but also future advances, whether such advances are obligatory or
to be made at the option of the Mortgagee, or otherwise, and whether made before
or after default or maturity or other similar events, to the same extent as if
such future advances were made on the date of the execution hereof, although
there may be no advance made at the time of the execution hereof and although
there may be no indebtedness outstanding at the time any advance is made. The
types of future advances secured by and having priority under this Mortgage
shall include, without limitation, (I) advances and readvances of principal
under the Note or other Loan Documents and (ii) disbursements and other advances
for the payment of taxes, assessments, maintenance charges, insurance premiums
or costs relating to the Property, for the discharge of liens having priority
over the lien of this Mortgage, for the curing of waste of the Property and for
the payment of service charges and expenses incurred by reason of default and
including late charges, attorneys' fees and court costs, together with interest
thereon. The lien of this Mortgage, as to third persons with or without actual
knowledge thereof, shall be valid as to all such indebtedness and future
advances, from the date of recordation, to the extent permitted by the laws of
the state in which the Property is situated. The total amount of the
indebtedness secured by this Mortgage may decrease or increase from time to
time, but the total unpaid principal balance at any one time shall not exceed
the maximum principal amount of the Obligations.
19. Notices. All notices, demands, requests, consents, approvals and other
communications required or permitted hereunder must be in writing and will be
effective upon receipt if delivered personally to the Mortgagor or the
Mortgagee, or if sent by facsimile transmission with confirmation of delivery,
or by nationally recognized overnight courier service, to the address set forth
above or to such other address as the Mortgagor or the Mortgagee may give to the
other in writing for such purpose.
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20. Preservation of Rights. No delay or omission on the part of the
Mortgagee to exercise any right or power arising hereunder will impair any such
right or power or be considered a waiver of any such right or power or any
acquiescence therein, nor will the action or inaction of the Mortgagee impair
any right or power arising hereunder. The Mortgagee's rights and remedies
hereunder are cumulative and not exclusive of any other rights or remedies which
the Mortgagee may have under other agreements, at law or in equity. The
Mortgagee may exercise any one or more of its rights and remedies without regard
to the adequacy of its security.
21. Illegality. In case any one or more of the provisions contained in this
Mortgage should be invalid, illegal or unenforceable in any respect, the
validity, legality and enforceability of the remaining provisions contained
herein shall not in any way be affected or impaired thereby.
22. Changes in Writing. No modification, amendment or waiver of any
provision of this Mortgage nor consent to any departure by the Mortgagor
therefrom, will in any event be effective unless the same is in writing and
signed by the Mortgagee, and then such waiver or consent shall be effective only
in the specific instance and for the purpose for which given. No notice to or
demand on the Mortgagor in any case will entitle the Mortgagor to any other or
further notice or demand in the same, similar or other circumstance.
23. Entire Agreement. This Mortgage (including the documents and
instruments referred to herein) constitutes the entire agreement and supersedes
all other prior agreements and understandings, both written and oral, between
the Mortgagor and the Mortgagee with respect to the subject matter hereof.
24. Survival; Successors and Assigns. This Mortgage will be binding upon
and inure to the benefit of the Mortgagor and the Mortgagee and their respective
heirs, executors, administrators, successors and assigns; provided, however,
that the Mortgagor may not assign this Mortgage in whole or in part without the
prior written consent of the Mortgagee and the Mortgagee at any time may assign
this Mortgage in whole or in part; and provided, further, that the rights and
benefits under Sections 9, 10 and 26 hereof shall also inure to the benefit of
any persons or entities who acquire title or ownership of the Property from or
through the Mortgagee or through action of the Mortgagee (including but not
limited to a foreclosure, sheriffs or judicial sale). The provisions of Sections
9, 10 and 26 hereof shall survive the termination, satisfaction or release of
this Mortgage, the foreclosure of this Mortgage or the delivery of a deed in
lieu of foreclosure.
25. Interpretation. In this Mortgage, the singular includes the plural and
the plural the singular; words importing any gender include the other genders;
references to statutes are to be construed as including all statutory provisions
consolidating, amending or replacing the statute referred to; the word "or"
shall be deemed to include "and/or", the words "including", "includes" and
"include" shall be deemed to be followed by the words "without limitation".
Section headings in this Mortgage are included for convenience of reference only
and shall not constitute a part of this Mortgage for any other purpose. If this
Mortgage is executed by more than one party as Mortgagor, the obligations of
such persons or entities will be joint and several.
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26. Indemnity. The Mortgagor agrees to indemnify each of the Mortgagee, its
directors, officers and employees and each legal entity, if any, who controls
the Mortgagee (the "Indemnified Parties") and to hold each Indemnified Party
harmless from and against any and all claims, damages, losses, liabilities and
expenses (including, without limitation, all fees of counsel with whom any
Indemnified Party may consult and all expenses of litigation or preparation
therefor) which any Indemnified Party may incur or which may be asserted against
any Indemnified Party in connection with or arising out of the matters referred
to in this Mortgage or in the other Loan Documents by any person, entity or
governmental authority (including any person or entity claiming derivatively on
behalf of the Mortgagor), whether (a) arising from or incurred in connection
with any breach of a representation, warranty or covenant by the Mortgagor, or
(b) arising out of or resulting from any suit, action, claim, proceeding or
governmental investigation, pending or threatened, whether based on statute,
regulation or order, or tort, or contract or otherwise, before any court or
governmental authority, which arises out of or relates to this Mortgage, any
other Loan Document, or the use of the proceeds of the Loan; provided, however,
that the foregoing indemnity agreement shall not apply to claims, damages,
losses, liabilities and expenses solely attributable to an Indemnified Party's
gross negligence or willful misconduct. The indemnity agreement contained in
this Section shall survive the termination of this Mortgage, payment of any Loan
and assignment of any rights hereunder. The Mortgagor may participate at its
expense in the defense of any such action or claim.
27. Governing Law and Jurisdiction. This Mortgage has been delivered to and
accepted by the Mortgagee and will be deemed to be made in the State where the
Mortgagee's office indicated above is located. This Mortgage will be interpreted
and the rights and liabilities of the Mortgagor and the Mortgagee determined in
accordance with the laws of the State where the Mortgagee's office indicated
above is located, except that the laws of the State where the Property is
located (if different from the State where such office of the Mortgagee is
located) shall govern the creation, perfection and foreclosure of the liens
created hereunder on the Property or any interest therein. The Mortgagor hereby
irrevocably consents to the exclusive jurisdiction of any state or federal court
for the county or judicial district where the Mortgagee's office indicated above
is located, and consents that all service of process be sent by nationally
recognized overnight courier service directed to the Mortgagor at the
Mortgagor's address set forth herein and service so made will be deemed to be
completed on the business day after deposit with such courier; provided that
nothing contained in this Mortgage will prevent the Mortgagee from bringing any
action, enforcing any award or judgment or exercising any rights against the
Mortgagor individually, against any security or against any property of the
Mortgagor within any other county, state or other foreign or domestic
jurisdiction. The Mortgagor acknowledges and agrees that the venue provided
above is the most convenient forum for both the Mortgagee and the Mortgagor. The
Mortgagor waives any objection to venue and any objection based on a more
convenient forum in any action instituted under this Mortgage.
28. Waiver of Jury Trial. THE MORTGAGOR IRREVOCABLY WAIVES ANY AND ALL
RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR CLAIM OF ANY
NATURE RELATING TO THIS MORTGAGE, ANY
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DOCUMENTS EXECUTED IN CONNECTION WITH THIS MORTGAGE OR ANY TRANSACTION
CONTEMPLATED IN ANY OF SUCH DOCUMENTS. THE MORTGAGOR ACKNOWLEDGES THAT THE
FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
29. Loan Subject to Modification. This Mortgage secures a loan which by its
terms is subject to modification as defined in N.J.S.A. 46:9-8.1.
30. True and Correct Copy. THE MORTGAGOR ACKNOWLEDGES THAT THE MORTGAGOR
HAS RECEIVED, WITHOUT CHARGE, A TRUE AND CORRECT COPY OF THIS MORTGAGE.
The Mortgagor acknowledges that it has read and understood all the provisions of
this Mortgage, including the waiver of jury trial, and has been advised by
counsel as necessary or appropriate.
ATTEST: Hydromer, Inc., a New Jersey Corporation
/s/ ILLEGIBLE /s/ Xxxxxxx X. Xxxxx
------------------------------- ----------------------------------------
Xxxxxxx X. Xxxxx, Vice President and
Chief Financial Officer
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SCHEDULE "A"
LEGAL DESCRIPTION
ALL that tract or parcel of land and premises, situate, lying and being in the
Township of Branchburg in the County of Somerset and State of New Jersey, more
particularly described as follows:
BEGINNING at the most northerly corner of Lot 30, as shown on "Plan of Major
Subdivision-Final Plat; Industrial Property of Xxxxxxx Xxxxxxx-Readington Road,
situated in Branchburg Twp., Somerset County" dated September 1965, revised
April 1967, which map was filed in the Somerset County Clerk's Office as Map No.
1139 and from said Beginning point running
1. South 66 degrees 06 minutes 44 seconds East, 531.87 feet along the southerly
property line of the Central Railroad Company of New Jersey to a point and
corner of Lot 3A as shown on the map herein referred to; thence
2. South 24 degrees 15 minutes West, 493.73 feet along line of Industrial
Parkway; thence
3. North 65 degrees 45 minutes West. 658.13 feet along Industrial Parkway;
thence
4. North 38 degrees 41 minutes 12 seconds East, 506.36 place of BEGINNING.
ACKNOWLEDGMENT
STATE OF NEW JERSEY :
:ss
COUNTY OF MIDDLESEX :
BE IT REMEMBERED that on June 12, 1998 before me, the subscriber,
personally appeared Xxxxxxx X. Xxxxx, the Vice President and Chief Financial
Officer of Hydromer, Inc., a New Jersey Corporation, and who, I am satisfied, is
the person who executed the within instrument and he did acknowledge that he
signed, sealed and delivered the same as such officer aforesaid and that the
within instrument is the voluntary act and deed of such corporation made by
virtue of a Resolution of its Board of Directors.
Witnesseth my hand and seal.
/s/ Xxxxxx X. Xxxxxxx
-------------------------------------
XXXXXX X. XXXXXXX
ATTORNEY AT LAW
STATE OF NEW JERSEY
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