Exhibit 10.1
SECOND NOTE AND MORTGAGE
MODIFICATION AGREEMENT
MODIFYING NOTE AND MORTGAGE, DATED SEPTEMBER 27, 2006, RECORDED WITH THE
REGISTER OF MIDDLESEX COUNTY ON OCTOBER 10, 2006 IN MORTGAGE BOOK 11875, PAGE
534 AND RE-RECORDED ON OCTOBER 22, 2007 IN MORTGAGE BOOK
12672, PAGE 0459, AS SUBSEQUENTLY MODIFIED BY A NOTE AND MORTGAGE MODIFICATION
AGREEMENT DATED MARCH 26, 2008 AND RECORDED ON APRIL 8, 2008 IN MORTGAGE BOOK
00147, PAGE 0617 SECURING THE SUM OF $2,200,000.00
THIS AGREEMENT made this 13th day of August, 2008 between RONSON
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CONSUMER PRODUCTS CORPORATION, with an address at 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxx
Xxxxxx 00000 (hereinafter referred to as "Mortgagor") and CAPITAL ONE, N.A.
(formerly known as NORTH FORK BANK), having an address at 000 Xxxxxxxxxxx Xxxx,
Xxxxxxxx, Xxx Xxxx 00000 (hereinafter referred to as "Mortgagee").
WHEREAS, on September 27, 2006, Mortgagor gave a mortgage (the
"Original Mortgage") to Mortgagee to secure a loan on property commonly known as
0 Xxxxxx Xxxx, Xxx 0-X, Xxxxx 000, Xxxxxxxx xx Xxxxxxxxxx, Xxxxxx of Middlesex
and State of New Jersey, which loan was evidenced by a certain Mortgage
Promissory Note, dated simultaneously with the Original Mortgage (the "Note"),
executed by Mortgagor; and
WHEREAS, said Original Mortgage, with an Assignment of Leases and Rents
and other Agreements, was recorded with the Clerk of Middlesex County on October
10, 2006 in Mortgage Book 11875, Page 534; and
WHEREAS, in order to correct a typographical error, said Original
Mortgage was re-recorded with the Clerk of Middlesex County on October 22, 2007
in Mortgage Book 12672, Page 0459; and
WHEREAS, a Note and Mortgage Modification Agreement, dated March 26,
2008 (the "Modification Agreement", and, together with the Mortgage, hereinafter
collectively referred to as the "Mortgage"), was recorded on April 8, 2008 in
Mortgage Book 00147, Page 0617, whereby certain terms and conditions of the
Original Mortgage and the Note were modified; and
WHEREAS, the parties wish to further modify the Mortgage and Note
executed by Mortgagor in favor of Mortgagee to reflect certain additional
changes in their agreement; and
WHEREAS, the parties wish to have this Second Note and Mortgage
Modification Agreement executed and filed with the Clerk of the County of
Middlesex as consideration for Mortgagee refraining from declaring the Note and
Mortgage, as previously modified, in default.
NOW, THEREFORE, for the mutual promises set forth above, the parties
agree as follows:
1. The parties acknowledge that, as of August 12, 2008, the total
principal and accrued interest sum due and owing for the Note and
Mortgage given by Mortgagor to Mortgagee is $2,142,979.81.
2. Effective as of September 1, 2008, the Interest Rate, as defined in
Section 1 of the Note and amended in Section 3 of the Modification
Agreement, is hereby further modified and amended as follows:
(a) from September 1, 2008 through December 31, 2008,
the Interest Rate is hereby increased to 9.00%;
(b) from January 1, 2009 through March 31, 2009, the
Interest Rate is hereby increased to 9.50%;
(c) from April 1, 2009 through June 30, 2009, the
Interest Rate is hereby increased to 10.00%;
(d) from July 1, 2009 through September 30, 2009, the
Interest Rate is hereby increased to 10.50%; and
(e) from October 1, 2009 through the Maturity Date
(as revised herein), the Interest Rate shall be increased to
11.00%.
3. As of the date of this Agreement, the Maturity Date of the Loan, as
defined in Section 2 of the Note, shall be deemed to be January 1, 2010
and, accordingly, all references in this Agreement, the Note, Mortgage
and other related loan documents to the Maturity Date shall be deemed
to mean January 1, 2010.
4. Mortgagor shall pay Mortgagee's costs and expenses related to the
preparation and negotiation of this Agreement, including all recording
charges and all of Mortgagee's legal fees with respect to same.
Mortgagee's legal xxxx shall be paid by Mortgagor within thirty (30)
days of presentment of the legal xxxx to Mortgagor.
5. Mortgagor shall be required to pay Mortgagee a modification fee of
$10,688.77 as consideration for this Agreement, which fee shall be paid
by Mortgagor simultaneously with the execution by Mortgagor of this
Agreement.
6. Effective as of the date of this Agreement, Mortgagee hereby agrees to
waive the pre-tax earnings covenant set forth in Section 7 of the
Modification Agreement.
7. Effective as of the date of this Agreement, Section 6 of the Note,
entitled "Prepayments", is hereby deleted in its entirety and replaced
with the following:
"6. Prepayments. The Borrower shall have the right,
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upon no less than thirty (30) days prior written notice, to
prepay the Loan in multiples of $10,000.00 with interest
computed to the last day of the month in which any prepayment
is made, provided, however, that Borrower shall pay an Exit
Fee in connection with any such prepayment(s) occurring from
and after April 1, 2009, as follows:
(i) $200,000.00, from April 1, 2009
through July 31, 2009; and
(ii) $400,000.00, from August 1, 2009
through the Maturity Date."
8. Any violation of this Agreement by Mortgagor shall constitute an Event
of Default for which Mortgagee may avail itself of the remedies set
forth in the Note, Mortgage and all other loan documents executed by
Mortgagor, dated September 27, 2006.
9. Mortgagor acknowledges and agrees that Mortgagee is under no obligation
to enter into any modification agreements in the future and Mortgagee
is not obligated to waive any future defaults, as per the terms of the
Mortgage.
MORTGAGEE: CAPITAL ONE, N.A.
(FORMERLY NORTH FORK BANK)
Witness:
________________________ By:
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Name: Xxxxxxxxx Xxxxxx
Title: Vice President
CORPORATION ACKNOWLEDGEMENT
STATE OF _____________, COUNTY OF ___________, SS:
BE IT REMEMBERED, that on this ____ day of August, 2008, before me, the
subscriber, personally appeared __________, _____________ of Capital One, N.A.,
formerly known as North Fork Bank, who acknowledges under oath, to my
satisfaction, that the corporation: (a) is a corporation under the laws of the
United States of America; and (b) he is authorized to sign, seal and deliver
this instrument as the voluntary act and deed of the corporation and that
shareholder and director authority is not necessary.
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Notary Public
MORTGAGOR: RONSON CONSUMER PRODUCTS
CORPORATION
Witness:
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxx X. Xxxxxxx XX
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Name: Xxxxx X. Xxxxxxx XX
Title: President & Chief Executive Officer
CORPORATION ACKNOWLEDGEMENT
STATE OF NEW JERSEY, COUNTY OF Somerset, SS:
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BE IT REMEMBERED, that on this 13th day of August, 2008, before me, the
subscriber, personally appeared Xxxxx X. Xxxxxxx XX, President & Chief Executive
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Officer of Ronson Consumer Products Corporation, who acknowledges under oath, to
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my satisfaction, that the corporation: (a) is a corporation of the State of New
Jersey; and (b) he is authorized to sign, seal and deliver this instrument as
the voluntary act and deed of the corporation and that shareholder and director
authority is not necessary.
/s/ Xxxxxxxxx Cap
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Notary Public
Record & Return to:
Jersey Xxxxxxx Title Agency, LLC
0000 Xxxxxxxxxx Xxxx., Xxxxx 000
Xxxxxxxxxx, Xxx Xxxxxx 00000
