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Exhibit 10.b
AMENDED AND RESTATED
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MORTGAGE NOTE
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$1,431,165.94 As of December 3th, 2003
FOR VALUE RECEIVED, RONSON CONSUMER PRODUCTS CORPORATION, a New Jersey
Corporation ("Ronson Consumer") and RONSON CORPORATION, a New Jersey Corporation
("Ronson") (Ronson Consumer and Ronson are collectively and individually
referred to as the "Borrower"), with offices located at Corporate Park III,
Campus Drive, Post Office Box 6707, Somerset, New Jersey, promises to pay to the
order of FLEET CAPITAL CORPORATION, a Rhode Island corporation and
successor-by-merger with Summit Business Capital Corp. (the "Lender"), at its
offices located at 4 Penn Center, 0000 Xxxx X. Xxxxxxx Xxxxxxxxx, Xxxxxxxxxxxx,
Xxxxxxxxxxxx 00000, or at such other place or places as the Lender may
designate, the sum of One Million Four Hundred Thirty-one Thousand One
Hundred-Sixty-Five Dollars and Ninety-Four Cents($1,431,165.94) (the "Mortgage
Loan"), without defalcation or discount, for value received, with interest
thereon from the date hereof at the annual rate of the Lender's Floating Base
Rate plus one-half (.5%) percent calculated on the basis of a 360-day year for
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actual days elapsed, all in lawful money of the United States, as follows: in
fifty-nine(59) equal and consecutive monthly installments of principal,
calculated as aforesaid and based on a fifteen (15) year amortization,
commencing on January 1st, 2004 and continuing on the first day of each and
every month thereafter until December 1st, 2008 with one (1) final payment due
on December 1st, 2008 at which time the balance of principal, any and all unpaid
interest thereon, and any other sums due under this Amended and Restated
Mortgage Note (the "Note") shall be due and payable. Interest on the unpaid
balance due hereunder shall be due and payable with each installment of
principal until the principal balance is paid in full.
The Borrower shall have the right and privilege of prepaying, at any time,
all or any portion of the outstanding principal amount of the Mortgage Loan
provided, however, that a prepayment premium shall be paid if all, or any
portion, of the Mortgage Loan is prepaid according to the following schedule:
1. if the prepayment is made on or before June 30th, 2004 the prepayment
fee shall be three (3%) percent of the amount of the Mortgage Loan prepaid;
2. if the prepayment is made after June 30th, 2004 but on or before June
30th, 2005 the prepayment fee shall be one and one-half (1.5%) percent of the
amount of the Mortgage Loan prepaid;
3. if the prepayment is made after June 30th, 2005 there shall be no
prepayment fee.
All payments to be made hereunder shall be automatically charged to an
account of the Borrower at the Lender, and sufficient funds shall be maintained
in the Borrower's accounts for said charge.
This Note is made in accordance with a certain Mortgage and Security
Agreement dated December 1, 1995, as modified by a certain Modification of
Mortgage and Security Agreement dated of even date herewith, executed and
delivered by Ronson Consumer to the Lender (the "Mortgage"). Payment of the
Obligations due under this Note is secured by, inter alia, a first priority lien
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and security interest in the Mortgaged Premises defined in the Mortgage which
consists of certain property located at 3 and 0 Xxxxxx Xxxxx, Xxxxxxxxxx, Xxx
Xxxxxx (the "Property"), and by a certain Assignment of Rents and Leases
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executed by Ronson Consumer dated December 1, 1995 (the "Assignment"). All
capitalized terms not specifically defined herein shall be deemed to have the
same definition provided for such terms in the Mortgage. This Amended and
Restated Mortgage Note is the Note referred to in and is subject to the terms
and conditions of the Mortgage. In the event of any ambiguity between the terms
of this Amended and Restated Mortgage Note and the Mortgage, then the terms of
the Mortgage shall govern. An event of default under the Mortgage shall be an
event of default under this Note.
The Mortgage, this Note, the Assignment and all other writings, documents,
and agreements delivered pursuant thereto, are hereinafter collectively and
severally referred to as the "Loan Documents".
The Lender may have made loans to the Borrower and may make additional
loans in the future to the Borrower and may advance sums in the future on behalf
of the Borrower or to protect the security of the Property or liens thereon, at
any time before the satisfaction of this Note and the Mortgage, and all such
sums shall be secured by this Note, the Mortgage, the Assignment and the liens
thereof.
Notwithstanding anything herein to the contrary, if the Borrower defaults
in the performance of any of the terms or provisions of this Note or the Loan
Documents, the principal sum or so much of the principal remaining unpaid, with
all interest accrued thereon shall, at the option of the Lender and with out
notice become due and payable immediately, and interest shall accrue at two (2%)
percent in excess of the interest rate chargeable under this Note, computed on
the basis of actual days elapsed and a year of 360 days, unless prohibited by
law, which interest shall be payable monthly. Payment of the foregoing may be
enforced and recovered at any time by one or more of the remedies provided to
the Lender in this Note, the Mortgage or the Assignment, with it being
specifically understood and agreed that the default provisions as set forth in
the Mortgage shall govern in the event of any conflict in such provisions in the
aforesaid instruments.
In the event any scheduled payment of principal or interest due hereunder
is received by the Lender more that ten (10) days after the date due, there
shall be due a late charge of five (5%) percent of such payment, which late
charge shall be not less than Twenty-five ($25.00) Dollars nor more that Two
Thousand Five Hundred ($2,500.00) Dollars. Any payment received later than 3:00
p.m. on any banking day shall be deemed to have been received on the next
succeeding banking day. Such late charge represents the cost to Lender in
processing late payments and shall not be deemed to constitute additional
principal or interest. All late charges assessed by the Lender are immediately
due and payable.
In the event it should become necessary to employ counsel to protect the or
enforce this Note, the Borrower agrees to pay (to the extent permitted by
applicable law) costs and reasonable attorney's fees incurred by the Lender in
collecting or enforcing payment thereof.
Any failure by the Lender to insist upon strict performance by the Borrower
of any of the terms and provisions of this Note or the Mortgage shall not be
deemed to be a waiver of any of the terms or provisions thereof, and the Lender
shall have the right thereafter to insist upon strict performance by the
Borrower of any and all of them.
Presentment, demand of payment, notice of dishonor or nonpayment, protest,
notice of protest on this Note, and the giving of notice of default or other
notice to any party liable on this Note are hereby waived by the Borrower. It is
expressly agreed that the maturity of this Note, or any payment hereunder, may
be extended or modified from time to time without in any way affecting the
liability of the Borrower.
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In the event the Loan and Security Agreement dated January 6, 1995, as
amended (the "Loan Agreement") between Ronson Consumer and Lender is terminated,
then all obligations due under this Note shall become immediately due and
payable. "Floating Base Rate" as used herein shall have the meaning ascribed in
the Loan Agreement.
The words "Borrower" and "Lender" include singular and plural, individual
or corporation, and the respective heirs, executors, administrators, successors
and of the Borrower or the Lender, as the case may be. The use of any gender
applies to all genders. If more than one party is named as Borrower, the
obligation hereunder of each such party is joint and several.
This Note is given in replacement of and substitution for, but not in
satisfaction of, a certain Amended and Restated Mortgage Note dated as of May
13, 1999 in the original principal amount of $1,760,000 (the "May 1999 Note").
Upon proper execution and delivery hereof, the December 1995 Note shall be
deemed null and void and returned to the Borrower.
IN WITNESS WHEREOF, the Borrower has executed this instrument the day and
year first above mentioned.
ATTEST: RONSON CONSUMER PRODUCTS
CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxxxx, XX
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Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, XX,
Assistant Secretary President and Chief Executive Officer
ATTEST: RONSON CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By:/s/ Xxxxx X. Xxxxxxx, XX
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Xxxxxxx X. Xxxxxx, Xxxxx X. Xxxxxxx, XX,
Assistant Secretary President and Chief Executive Officer
