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EXHIBIT (B)(1)
May 22, 2001
Abba, L.P.
c/o Hahn Automotive Warehouse, Inc.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Attention: Xxxx Xxxxxxxx & Xxx X. Xxxxxxxx
RE: Permanent Commercial Mortgage Loan Financing
Crossroads Building, 2 State Street, City of Rochester, Monroe
County, New York
--------------------------------------------------------------
Dear Xxxx and Xxx:
This letter supersedes in its entirety our previous commitment letter
to you dated as of May 16, 2001.
Your application for a commercial mortgage loan ("Loan") has been
reviewed and the Manufacturers and Traders Trust Company ("Lender" or "us") is
pleased to advise it has been approved, on the terms and conditions set forth
below.
MAKER OF NOTE AND MORTGAGE
--------------------------
The maker of the Note, Mortgage and all other documents executed or
delivered in connection with the Loan ("Loan Documents") shall be Abba, L.P., a
single purpose New York limited partnership ("Borrower"). Borrower's sole
general partner is Abba Enterprises, Inc., a New York corporation (the "General
Partner").
GUARANTORS OF THE LOAN
----------------------
Xxxx Xxxxxxxx and Xxx X. Xxxxxxxx shall each provide an unlimited
guaranty concerning the performance of Borrower's obligations under the Loan
Documents.
LOAN AMOUNT
-----------
The loan amount shall equal the lesser of (i) Three Million Four
Hundred Thirty-Two Thousand and 00/100 Dollars ($3,432,000) or (ii) the total
cost necessary for Borrower to purchase approximately 572,348 outstanding shares
of common stock in Xxxx Automotive Warehouse, Inc. (the "Company') (the "Loan
Amount"). For purposes of this Commitment, the term "total cost" shall mean the
actual aggregate purchase price to be paid to the shareholders of Xxxx
Automotive Warehouse, Inc. in exchange for the shares of common stock so
purchased, plus any and all reasonable cost and expenses, including but not
limited to brokers' commissions, attorney's fees, consultant's fees and
accounting fees incurred in connection therewith.
USE OF PROCEEDS / INDEMNIFICATION
---------------------------------
Borrower shall use the proceeds of the Loan solely for the purpose of
purchasing or funding the purchase of approximately 572,348 outstanding shares
of common stock in Xxxx Automotive Warehouse, Inc. and paying the total costs,
subject to review and approval of Lender, incurred in connection with such stock
purchase.
The Loan Documents shall provide that Borrower and Guarantors shall
indemnify and defend Lender, Lender's affiliates, and each other member of the
Lender syndicate and their respective directors, officers, agents, employees,
contractors and affiliates (each being referred to herein as an "Indemnitee")
from, and hold each of them harmless against, any and all losses, liabilities,
claims, damages or expenses (individually "Loss" and collectively, "Losses")
incurred by any of them arising out of or by reason of any investigation,
litigation or other proceeding (including, without limitation, any threatened
investigation or litigation or other proceedings, whether or not such
Indemnitee, or Borrower, or any affiliate of Borrower, or any other entity is a
party thereto) relating to this Commitment Letter, the Loan or the
lender-borrower relationship created hereunder (including, but in no way limited
to, any use made or proposed to be made of the proceeds of any loans or
extensions of credit contemplated hereunder), including, by way of illustration
and without limitation, amounts paid in settlement, court costs and fees and
disbursements of counsel incurred in connection with any such investigation,
litigation or proceeding, except with respect to each Indemnitee any Losses to
the extent such Loss is incurred by such Indemnitee as a result of its or his
gross negligence or willful misconduct as determined by a final nonappealable
judgment of a court with competent jurisdiction. Lender shall not be responsible
or liable under any circumstances to Borrower or any other entity or person for
any consequential damages which
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may be alleged or claimed at any time by Borrower against Lender as a result of
this Commitment Letter or any of the transactions contemplated hereby. This
paragraph shall survive any modification or termination (by merger or otherwise)
of this Commitment Letter, including the execution of the Note and Mortgage, or
other credit or financing agreements, and payment of all amounts owed under the
Note, Mortgage, credit and financing agreements and other documents executed in
connection therewith.
Borrower understands and agrees the that foregoing agreement of
indemnification is a material inducement to Lender to issue this Commitment and
make the Loan and that, absent such agreement of indemnification, Lender would
neither make the Loan nor issue this Commitment.
DESCRIPTION OF PROPERTY
-----------------------
The property to be mortgaged to the Lender to secure repayment of the
Loan consists of Borrower's fee interest in an fifteen-story commercial office
building comprised of approximately 197,315 square feet, situate at 0 Xxxxx
Xxxxxx, Xxxx xx Xxxxxxxxx, Xxxxxx Xxxxxx, Xxx Xxxx, ("Property" or "Premises").
INTEREST RATE
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At your election prior to closing, the Loan shall bear interest at
either (a) the variable rate equal to "M&T Prime Rate" as announced by Lender
from time to time (the "Floating Rate"); or (b) the fixed rate at the greater of
(i) seven and one-half percent (7.50%) and (ii) 200 basis points over the
Lender's Cost of Funds ("Fixed Rate"). Cost of Funds in the immediate preceding
sentence shall mean the most recent yield on United States Treasury Obligations
adjusted to a constant maturity of ten (10) years in effect two (2) business
days prior to closing as published by the Board of Governors of the Federal
Reserve System in the Federal Reserve Statistical Release H.15 (519), or by such
other quoting service, index or commonly available source utilized by Lender,
plus the "ask" side of the ten (10) year swap spread in effect two (2) business
days prior to closing as set forth in Bloomberg, L.P., or by such other quoting
service, index or commonly available source utilized by Lender.
If you fail to make an election, the interest rate will be the Floating
Rate.
REPAYMENT
The Loan shall be repaid as follows:
Interest only on the unpaid principal balance, for the period
commencing on the date of closing and ending on the last day of the month of
closing, shall be due and payable at closing.
Commencing on the first day of the second month following the date of
closing, and continuing on the first day of each month thereafter, installments
of principal and interest shall be payable in 119 monthly installments. Each of
the 119 monthly installments shall be the amount that would result in the
outstanding principal sum and interest being amortized over 20 years.
The entire outstanding principal sum, if not sooner paid, shall be all
due and payable on the first day of the 120th month following the date of
closing (the "Maturity Date").
If the Floating Rate is in effect and if the M&T Prime Rate changes,
the monthly payment will be recalculated amortizing the outstanding principal
balance at the new interest rate over the then remaining amortization period.
Interest shall be computed on the basis of a 360 day year consisting of
twelve 30 day months.
PREPAYMENT
----------
If the Fixed Rate is in effect, the Loan may be prepaid in whole or in
part at any time subject to 30 days prior written notice and subject to a yield
maintenance penalty. The yield maintenance penalty shall be equal to the greater
of (a) one percent (1%) of the principal sum prepaid, or (b) an amount equal to
(i) the difference between the note rate and the most recent yield on United
States Treasury obligations adjusted to a constant maturity having a term most
nearly corresponding to the term remaining from the date of prepayment to the
Maturity Date, as most recently published in the Federal Reserve Statistical
Release H.15 (519) (or if not so published, by a similar publication chosen by
Lender in its sole discretion), multiplied by (ii) a fraction, the numerator of
which is the number of days remaining prior to the Maturity Date, as applicable,
and the denominator of which is 365, multiplied by (iii) the principal sum
prepaid. The actual formula will be as determined by Lender. The Lender's
current formula is available upon request.
If the Floating Rate is in effect, the loan may be prepaid, in whole or
in part, on the first day of the month, subject to 30 days prior written notice.
LATE CHARGES
------------
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In the event any payment due under the loan documents remains unpaid
for more than ten (10) days after it is due, the Lender may collect a late
charge of six percent (6%) of the amount of the overdue payment to cover its
extra handling expense.
INTEREST RATE ON DEFAULT/MATURITY
---------------------------------
The Loan shall bear interest at the rate of three percent (3%) higher
than the then applicable rate pursuant to the Loan Documents following an Event
of Default or the Maturity Date.
RESTRICTION ON SALE AND TRANSFER
--------------------------------
The Loan Documents shall provide that, except for Permitted Transfers
(as hereinafter defined), the principal sum, together with any and all interest
accrued thereon, shall become immediately due and payable, if, without the
Lender's prior written consent, there is (i) a conveyance or transfer of all or
any part of the Premises, or any interest or estate therein, including
conveyances by land contract, or (ii) a conveyance or transfer of any equity
interest in Borrower or General Partner.
For purposes of the Loan Documents, the term "Permitted Transfers" shall mean:
(a) DURING THE LIFE OF XXXX XXXXXXXX, any conveyance or transfer of her
partnership interests in Borrower or any conveyance or transfer of her shares of
stock in the General Partner, with or without consideration, to any of Xxx
Xxxxxxxx, Xxxx Xxxxxxx and/or Xxxxxx Xxxxxxxx, and/or their respective spouses,
children or grandchildren, either directly or indirectly, to any entity (the
controlling interest of which is owned by Xxxx Xxxxxxxx and/or Xxx Xxxxxxxx), or
in trust for the benefit of such individuals; provided, however, that after
giving effect to any such transfer, and during the lifetime of Xxxx Xxxxxxxx,
Xxx Xxxxxxxx and Xxxx Xxxxxxxx must own or control, whether together or
individually, directly or indirectly, at least fifty-one percent (51%) of all of
the interests in Borrower and the General Partner; and
(b) UPON THE DEATH OF XXXX XXXXXXXX, any conveyance or transfer of her
partnership interests in Borrower or any conveyance or transfer of her shares of
stock in the General Partner, to any of Xxx Xxxxxxxx, Xxxx Xxxxxxx and/or Xxxxxx
Xxxxxxxx, and/or any of their respective spouses, children or grandchildren,
either directly or indirectly, to any entity (the controlling interest of which
is owned by Xxx Xxxxxxxx and/or Xxxx Xxxxxxx), or in trust for the benefit of
such individuals; provided, however, that after giving effect to any such
transfer, Xxx Xxxxxxxx and Xxxx Xxxxxxx must own or control, whether together or
individually, directly or indirectly, at least fifty-one percent (51%) of the
controlling interests in Borrower and the General Partner.
Notwithstanding any of the foregoing provisions to the contrary, and
unless otherwise approved by Lender in writing, Xxxx Xxxxxxxx, Xxx Xxxxxxxx
and/or Lender must be the trustee named under any trust created in connection
with a Permitted Transfer.
The transfer of interests set forth and permitted above shall in no way
affect, modify or otherwise release the personal guaranties of Xxxx Xxxxxxxx
and/or Xxx Xxxxxxxx required under the Loan.
NO SECONDARY FINANCING / NO ADDITIONAL DEBT
-------------------------------------------
No other financing arrangement of any kind affecting the Premises or
other security for the Loan, including a "wrap-around" mortgage, will be
permitted without Lender's prior written consent, which may be withheld for any
reason. Borrower shall not be permitted to have any indebtedness other than the
Loan, short-term unsecured debt incurred in the ordinary course of business and
such other debt as may be specifically approved by Lender in its sole
discretion.
TAX ESCROW
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Upon default, the mortgage shall require you at the option of Lender to
pay concurrently with each installment of principal and interest, such amount as
in Lender's discretion will enable Lender to pay (out of the monies so paid to
Lender) at least 30 days before due, all taxes, assessments and similar charges
affecting the Premises. No interest shall be payable on such deposits.
In lieu of a tax escrow account, you shall pay at closing a one time
tax service fee of $439.00 to enable the Lender to monitor payment of real
property taxes.
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FLOOD INSURANCE
---------------
Under the provisions of Public Law 93-234, the Flood Disaster
Protection Act of 1973, if the Property at any time is designated as a flood
hazard disaster area, flood insurance for at least the Loan Amount will be
required. A flood certification fee in the amount of $25.00 shall be due at
closing.
TITLE INSURANCE
---------------
The Mortgage upon the fee interest in the Premises shall be a first
Mortgage free and clear of all liens, encumbrances, easements and restrictions,
excepting only such as may be specifically approved in writing by us and our
counsel at the time of closing. The lien of the Mortgage will be insured, at
your expense, through a title insurance company approved by us in the Loan
Amount. The policy shall be delivered to Lender after closing, in form and
substance satisfactory to Lender and Lender's counsel in their sole discretion.
INSURANCE
---------
You shall provide and maintain in full force and effect until the Loan
is paid in full, evidence of fire and extended coverage insurance with companies
and in form acceptable to Lender, containing a non-contributory mortgagee
clause, and a thirty (30) day cancellation notice clause, in an amount not less
than the amount of the Loan. In addition, you shall provide or cause to be
provided, in form satisfactory to us and with provisions in our favor as our
interests may appear, general public liability and property damage insurance
upon and for the Premises and the improvements constructed thereon in amounts
satisfactory to us, and other coverage in such amounts as may be required by us.
The original policy (or Evidence of Property Insurance on XXXXX Form 27) and
evidence of payment of the current year's premium must be provided at the time
of closing.
The buildings and improvements now erected or hereafter to be erected
on the Premises and all personal property and fixtures covered by the Mortgage
shall be insured for the benefit of Lender against loss of rents/business
interruption by reason of fire or other casualties, in such amounts as may from
time to time be required by Lender, and with companies satisfactory to Lender.
You shall deliver to Lender such policies of insurance or evidence of insurance,
satisfactory to the Lender..
SECURITY INTEREST FIXTURES, ETC.
-------------------------------
The Mortgage or security agreement securing the Loan will create a lien
on all fixtures, equipment or articles of personal property, owned by the
borrower, now or hereafter affixed to the Premises. Form UCC-I Financing
Statements and other appropriate security agreements under applicable law
granting an unencumbered security interest in personal property, furniture and
furnishings, owned by the borrower, used in connection with the Premises are to
be furnished in form satisfactory to us and our counsel. Upon request, you will
provide a certified list of all such personal property and fixtures.
INSTRUMENT SURVEY
-----------------
At least fifteen (15) days prior to the time of closing, you shall
provide us with an instrument survey map made by a licensed surveyor not more
than two (2) months prior to the date of closing, certified to Lender, Lender's
closing counsel, Borrower, and the title insurer showing the location and
dimensions of the Premises, any improvements thereon, including utility lines,
walks, drives, easements and rights-of-way, and other matters pertinent thereto.
FINANCIAL STATEMENTS
--------------------
Borrower will furnish Lender with copies of signed Federal Tax Returns
as they are timely filed, and with a fiscal year-end financial statement
reviewed by an independent certified public accountant approved by Lender.
Borrower will also furnish a fiscal year-end statement covering the operation of
the Premises. Where applicable, such financial statements shall include a profit
and loss statement, balance sheet and rent roll for the Premises.
Any guarantor of the Loan shall furnish Lender annually with personal
financial statements and complete signed copies of Federal Tax Returns as they
are timely filed.
The financial statements and tax returns, as the Lender deems
necessary, shall be prepared and/or forwarded to the Lender upon request
therefor prior to the closing of the Loan, and annually thereafter.
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EVIDENCE OF COMPANY AUTHORITY
-----------------------------
You shall provide us with evidence of company authority and
authorization to enter into the Loan, including member consents, and any other
documentation reasonably required by our counsel.
OPINION OF COUNSEL
------------------
At the closing of the Loan, your legal counsel shall provide to Lender
such written opinions as may be required by Lender's closing counsel concerning,
inter alia, due authorization, execution, delivery, validity and enforceability
of the Loan Documents, and the legal status of the Borrower and any
non-individual guarantor, as well as compliance of the Premises with all
applicable environmental, zoning, subdivision, planning, land use, building,
fire, health and safety requirements of any municipal, state, or federal agency.
The opinion as to environmental, zoning, subdivision, planning, land use,
building, fire, health and safety requirements of any municipal, state, or
federal agency shall be waived by us upon submission of satisfactory evidence of
compliance, which shall be subject to our approval.
ASSIGNABILITY OF COMMITMENT
---------------------------
This commitment may not be assigned in whole or in part.
ADDITIONAL TAXATION - LEGAL LOAN
--------------------------------
The Loan Documents will provide that, in the event the Note secured by
the Mortgage shall be taxable in whole or in part (other than a tax on the
interest receivable by Lender under the Note) pursuant to the laws of the situs
State or any subdivision thereof, you shall pay the same; however, in the event
that such payment by you, when added to the interest, shall exceed the lawful
interest rate under the laws of the situs State, we, or our assigns, may, at our
option, require full payment of the Loan including all principal and accrued
interest thereon, upon sixty (60) days prior written notice. The Loan must be
legal at the time of closing, and must comply with all applicable Federal and
State laws and regulations.
ASSIGNMENT OF LEASES
--------------------
As additional security for the Loan, you shall assign all existing and
future lease agreements affecting the Premises to Lender. Prior to closing,
Lender shall review (and approve in its sole discretion) the existing Leases,
the current rent roll and the form lease, if any, for the Premises. Any future
lease agreement or tenant lease is subject to the review and approval by the
Lender. If you revise your lease form, you shall submit the revised lease form
for our approval.
SUBORDINATION OF LEASES
-----------------------
All existing leases affecting the Premises must be subordinated to the
lien of Lender's Mortgage in form satisfactory to Lender and its counsel. All
future leases must contain a provision subordinating such leases to the lien of
Lender's Mortgage and any extensions, renewals or modifications thereof.
APPRAISAL
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The Lender has received a satisfactory appraisal of the Premises.
ZONING
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At the time of closing of the Loan, you shall provide Lender with such
evidence satisfactory to Lender, including copies of the existing Certificate(s)
of Occupancy and a letter from the municipality confirming no current code
violations, to confirm that the Premises are in full compliance with all
applicable zoning, building, environmental and other applicable governmental
laws and requirements.
HAZARDOUS OR TOXIC SUBSTANCES
-----------------------------
This Commitment is subject to Lender determining that there are no
hazardous or toxic substances on the Property. For purposes of this paragraph,
"hazardous or toxic substances" includes, without limit, any flammable
explosives, asbestos, radioactive materials, hazardous materials, hazardous
wastes, hazardous or toxic substances or related materials defined in the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, the Hazardous Materials Transportation Act, as amended, the New York
Environmental Conservation Law and in the regulations adopted and publications
promulgated pursuant thereto. To enable Lender to make this determination, you
agree to furnish Lender at least two weeks before the closing, all certificates
and permits showing you (or the present owner, if different) to be in compliance
with all environmental laws and regulations and a history of the site listing
its prior uses. In addition, Lender may, at your expense,
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conduct an environmental audit of the Property consistent with current ASTM
Standards, which would include an inspection of your books and records and may
include laboratory tests of soil samples. Any environmental audit conducted by
Lender will be for Lender's own purposes and is not meant to be for your
benefit. Lender shall not be liable to you for any deficiency in the audit.
If an environmental engineer is hired directly by you to satisfy Lender
that there are no hazardous or toxic substances on the Premises, then you hereby
expressly authorize the engineer to disclose all of its findings to Lender and
Lender's attorney and to keep Lender and Lender's attorney fully informed of all
developments.
As a condition of closing, Lender does require a Phase I Environmental
Audit in compliance with ASTM Standards. The Audit must be performed by an
engineer acceptable to Lender.
At the time of closing, Borrower and the guarantors will be required to
execute an Environmental Compliance and Indemnification Agreement indemnifying
Lender against any loss or damage resulting from environmental matters affecting
the Premises. In addition, enclosed is an Environmental Authorization, Waiver
and Indemnification Agreement ("Environmental Authorization") which Borrower
must sign, and have the owner of the Premises sign (if the owner is different
from the Borrower), and return with the accepted commitment letter.
OTHER REQUIREMENTS
------------------
This Commitment, the Loan and Lender's disbursement of the proceeds of
the Loan are contingent upon Lender's and Lender's counsel's receipt, review and
approval of documentation evidencing a firm commitment from certain shareholders
of stock in the Company to sell and transfer 572,348 shares of stock in the
Company to Borrower, or Borrower's designee or assignee.
You shall open and maintain through out the term of the loan the
operating accounts and lease security accounts for the Property with the Bank.
You shall comply with such other reasonable requirements as may be
required from time to time by us.
BROKERAGE
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Lender shall not be required to pay any brokerage fee or commission
arising from this transaction, and you agree to defend, indemnify and hold
Lender harmless against such claims.
NO MERGER OF COMMITMENT TERMS
-----------------------------
Any breach or default by you in the performance of any undertaking
hereunder or failure by you to comply with any of the terms or conditions of
this Commitment shall constitute an event of default whereupon we may terminate
this undertaking to make the loan contemplated hereunder and retain the fees as
herein provided. In addition, those terms, provisions and conditions herein set
forth and not specifically incorporated in the Loan Documents to be executed by
you shall survive the Loan closing herein contemplated and be binding upon you,
your heirs, successors, legal representatives and assigns. Furthermore, any
breach or default of any continuing obligation hereunder shall constitute a
default in the Loan Documents to be executed by you.
EXPENSES/DEFAULT
----------------
Your acceptance of this Commitment shall constitute your unconditional
agreement to pay all out-of-pocket expenses incurred by Lender in connection
with the transaction contemplated herein regardless whether or not the
transaction is consummated. Upon your failure to comply with any of the terms
and provisions or conditions of this Commitment or any matters resulting
therefrom, the fees or charges to be paid to Lender by you pursuant hereto may
be retained by Lender as damages for services rendered and on account of
reservation of funds on your behalf in order to advance the proceeds of the Loan
as anticipated hereunder. If your failure to comply with the terms, provisions
or conditions of this Commitment occurs prior to closing of the Loan, fees paid
by you prior thereto shall be retained by Lender as full and liquidated damages
for your failure to proceed; if such failure occurs after closing of the Loan,
either under the terms hereof or under the terms of any of the Loan Documents to
be executed by you, the retention of all fees shall be in addition to all other
rights and remedies accruing to Lender pursuant thereto and under the Loan
Documents to be executed by you and Lender shall not be required to advance any
funds thereafter nor be obligated to proceed further in accordance herewith. In
addition, you shall pay such fees and charges as may be required for closing of
the Loan and matters related thereto, including but not limited to preparation
of all Loan Documents, recording and notary fees, engineering, inspections, and
the payment of fees to our legal counsel and local counsel, if any, covering
their time involved in the preparation of this Commitment, the Loan Documents
and for the closing of the Loan, together with reimbursement to them and to
Lender of all out-of-pocket costs and disbursements.
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FORM OF DOCUMENTS
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All instruments and Loan Documents required pursuant to this Commitment
shall be satisfactory in form and content to Lender and its closing counsel.
Lender's usual Loan Documents shall be utilized, which are available for
inspection on request from Lender's closing counsel.
NO ADVERSE CHANGE
-----------------
Except as may be otherwise required by this commitment, the Loan, the
rental income of the Premises, the credit and the financial circumstances of
Borrower and any guarantors and all other features of the transaction shall at
the time of closing be as represented at application without material adverse
change. No part of the Premises shall have been damaged and not repaired to our
satisfaction nor taken in condemnation or other similar proceeding. At the time
of closing, neither the Borrower nor any guarantor or tenant under any assigned
lease shall be involved in any bankruptcy, reorganization or insolvency
proceeding.
EXPIRATION OF COMMITMENT
------------------------
This Commitment shall terminate, at our option, unless the Loan is
closed by August 1, 2001. The closing will be held at our attorneys' office in
Rochester, New York.
ACCEPTANCE AND COMMITMENT FEE
-----------------------------
This Commitment shall be null and void and of no further effect unless
on or before May 25, 2001, this Commitment has been accepted in writing and
returned to Lender. You agree and acknowledge that a commitment fee in the
amount of $25,740 is nonrefundable regardless of whether the transaction
ultimately is closed. The balance of $25,740 shall be payable as follows:
$12,870 upon acceptance of the commitment and $12,870 at closing.
ARRANGING FOR CLOSING
---------------------
Prior to scheduling a closing date, you or your attorney are requested
to deliver the abstract, tax searches, survey, title insurance and all other
commitment documents requested herein or by our legal counsel, to our legal
counsel. Lender's legal counsel for this loan transaction is:
Xxxxxx Beach LLP
Xxxxxxx X. Xxxxxxxxxx, Esq.
000 Xxxx Xxxx Xxxxxx
Xxxxxxxxx, Xxx Xxxx 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
eMail: xxxxxxxxxxx@xxxxxxxxxxx.xxx.
Borrower's Legal counsel for this loan is :
Xxxxxxxxxxx, D'Xxxxxx, Xxxxxxxxxxx & Xxxxxxxxxx
Xxxxxx X. Xxxxxxxx, Esq.,
0000 Xxxxxxxxxx Xxxxxxxx
0 Xxxxx Xxxxxx
Xxxxxxxxx, XX 00000
Phone: 000-000-0000
Facsimile: 000-000-0000
Email: xxx@xxxx.xxx
Manufacturers and Traders Trust Company is acting as agent in
administering and arranging loans, including this mortgage loan, to be made
through its affiliate, M&T Real Estate, Inc. in whose name this commercial
mortgage loan will be made. Accordingly, any title insurance, hazard insurance,
environmental report and the like should be for the benefit of M&T Real Estate,
Inc. and all checks to be delivered in connection with the closing of this
commercial mortgage loan should be made payable to M&T Real Estate, Inc.
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We appreciate this opportunity to be of service to you.
Very truly yours,
MANUFACTURERS AND TRADERS TRUST COMPANY
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
Banking Officer
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CONFIRMATION AND ACCEPTANCE
---------------------------
We hereby confirm and accept this Commitment and agree to be bound by
all its terms. We acknowledge that we are liable to Lender for a non-refundable
commitment fee in the total amount of $25,740, of which $12,870 is enclosed and
$12,870 is due at closing.
BORROWER
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Abba, L.P., a New York limited partnership
By: Abba Enterprises, Inc., a New York
Corporation, its general partner
By: /s/ Xxx X. Xxxxxxxx Federal Employer ID No. 00-0000000
------------------------------- -------------------
Name: Xxx X. Xxxxxxxx
Title: President
GUARANTORS
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/s/ Xxxx Xxxxxxxx Social Security Number: ###-##-####
------------------------------------ --------------------
Xxxx Xxxxxxxx
/s/ Xxx X. Xxxxxxxx Social Security Number: ###-##-####
------------------------------------ --------------------
Xxx X. Xxxxxxxx
Xxxxxx X. Xxxxxxxx, Esq. is our attorney for this transaction.
