MEMORANDUM OF INSTALLMENT SALE AGREEMENT
THIS INSTRUMENT is a memorandum of the Installment Sale Agreement dated
as of May 15, 1992 by and among PHILADELPHIA AUTHORITY FOR INDUSTRIAL
DEVELOPMENT, a public instrumentality of the Commonwealth of Pennsylvania and a
body corporate and politic organized and existing under the provisions of the
Pennsylvania Industrial and Commercial Development Authority Law, Act of August
23, 1967, P.L. 201, as amended, whose address is ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as SELLER, REFRIGERATED ENTERPRISES,
INC., a Pennsylvania corporation, whose address is ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, as BUYER, and ▇▇▇▇ HAULING AND WAREHOUSING SYSTEM,
INC., a Pennsylvania corporation, ▇.▇. ▇▇▇▇▇▇▇▇ & CO., INC., a Pennsylvania
corporation, REFRIGERATED DISTRIBUTION CENTER, INC., a Pennsylvania corporation,
OREGON AVENUE ENTERPRISES, INCORPORATED, a Pennsylvania corporation, ▇▇▇▇ CARGO
SYSTEMS, INC., a Delaware corporation, THE RIVERFRONT DEVELOPMENT CORP., a New
Jersey corporation, CRT, INC., a New Jersey corporation, ▇▇▇▇▇▇ ▇▇▇▇▇ ICE,
INC., a Pennsylvania corporation, and ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., INC., a Pennsylvania
corporation, jointly and severally (each a "Guarantor" and collectively the
"Guarantors").
1. The name and address of the Seller set forth in said Installment Sale
Agreement, the name and address of the Buyer set forth therein and the date
thereof are all as set forth above. To assist in the financing of the Project
Facilities (as such term is defined in the Installment Sale Agreement), Seller
has entered into a Trust Indenture dated as of May 15, 1992 (the "Indenture")
with Fidelity Bank, National Association, as trustee (the "Trustee"), pursuant
to which the Seller is issuing its Revenue Bonds (Refrigerated Enterprises, Inc.
Project), Series of 1992 (the "Bonds"). Pursuant to the Installment Sale
Agreement, the Seller is selling the Project Facilities to the Buyer and the
Buyer is purchasing such Project Facilities from Seller.
2. The description of the Project Facilities set forth in said
Installment Sale Agreement is summarized as follows:
(a) that certain parcel of real property located at ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, as more fully
described in Exhibit "A" attached hereto (and attached as Exhibit "A" to
said Installment Sale Agreement); and
(b) an approximately 132,500 square foot manufacturing facility
located on said tract of land and any additional facilities which may be
constructed or installed thereon during the term of said Installment
Sale Agreement.
3. The Bonds presently outstanding have a final maturity of December 1,
2019.
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4. The Installment Sale Agreement shall be terminated when, and
settlement for the Project Facilities shall take place within thirty (30) days
after, all Bonds of the Seller issued and for which the purchase payments due
under the Installment Sale Agreement shall be pledged as security, and all
remaining obligations to Seller and to the Trustee shall have been paid or
provisions for such payment shall have been duly made.
IN WITNESS WHEREOF, the Seller and the Buyer have caused this Memorandum
of Installment Sale Agreement to be duly executed under seal as of the 15th day
of May, 1992.
[SEAL] PHILADELPHIA AUTHORITY FOR
INDUSTRIAL DEVELOPMENT
By /s/ [ unreadable copy ]
----------------------------------
Chair
Attest: /s/ [ unreadable copy ]
------------------------------
Secretary
(SEAL] REFRIGERATED ENTERPRISES, INC.
By /s/ [ unreadable copy ]
----------------------------------
(Vice) President
Attest: /s/ [ unreadable copy ]
------------------------------
(Assistant) Secretary
ATTEST: ▇▇▇▇ HAULING AND WAREHOUSING
SYSTEM, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
ATTEST: ▇.▇. ▇▇▇▇▇▇▇▇ & CO., INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
ATTEST: REFRIGERATED DISTRIBUTION
CENTER, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
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ATTEST: OREGON AVENUE ENTERPRISES,
INCORPORATED
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
ATTEST: ▇▇▇▇ CARGO SYSTEMS, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
ATTEST: CRT, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
▇▇▇▇ ▇▇▇▇▇, Secretary ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
Vice President
ATTEST: THE RIVERFRONT DEVELOPMENT CORP.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
ATTEST: ▇▇▇▇▇▇ ▇▇▇▇▇ ICE, INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
ATTEST: ▇▇▇▇▇▇▇▇ AVENUE WAREHOUSING CORP.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
ATTEST: ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇., INC.
/s/ ▇▇▇▇ ▇▇▇▇▇ By /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
----------------------------------- ----------------------------------
Exhibit "A" - Real Estate Description
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Exhibit "A"
ALL THAT CERTAIN lot or piece of ground with the buildings and improvements
thereon erected.
SITUATE in the 39th ▇▇▇▇ of the City of Philadelphia, described according to a
Survey and Plan of Property made for U.S. Cold Storage of Philadelphia by ▇▇▇▇▇
▇. ▇▇▇▇▇, Surveyor and Regulator of the 2nd District dated August 12, 1965
to wit:
BEGINING at a point of intersection formed by the Northerly side of
▇▇▇▇▇▇▇▇ Avenue (120 feet wide) and the Westerly side of ▇▇▇ ▇▇▇▇▇▇ (108 feet
wide); thence extending Westwardly along the said Northerly side of ▇▇▇▇▇▇▇▇
Avenue crossing railroad track and crossing a 17 feet wide railroad right of way
and crossing a 15 feet wide easement for electric, gas and telephone purposes
the distance of 562.600 feet to a point on the Easterly side of Darien Street
(84 feet wide) (also being the Westerly side of aforesaid 15 feet wide
easement); thence Northwardly along the said Easterly side of Darien Street and
along the Westerly side of said 15 feet wide easement 793.888 feet to a point;
thence Eastwardly on a line parallel with said ▇▇▇▇▇▇▇▇ Avenue recrossing said
15 feet wide easement, and said 17 feet wide railroad right of way 562.600 feet
to a point on the said Westerly side of ▇▇▇ ▇▇▇▇▇▇; thence Southwardly along the
said Westerly side of ▇▇▇ ▇▇▇▇▇▇ 793.888 feet to a point on the said
Northerly side of ▇▇▇▇▇▇▇▇ Avenue, being the first mentioned point and place of
beginning.
BEING the same premises which Pennsylvania Warehousing and Safe Deposit
Company, A Pennsylvania Corporation by Deed dated 2/12/1988 and recorded
3/1/1988 in the County of Philadelphia in Deed Book FHS 1008 page 162, conveyed
unto ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc., A Pa. Corporation, in fee.
UNDER AND SUBJECT to certain Restrictions, Reservations and Covenants as
of record.
