Explanatory Note: Certain Information in this document, indicated by the notation [ ], has been omitted in accordance with Item 3 of Schedule 13D. REVOLVING LOAN AGREEMENT THIS AGREEMENT made this 24lh day of February, 2004, BY AND BETWEEN:
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Exhibit
1
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Explanatory
Note: Certain Information in this document, indicated by the notation
[ ],
has been omitted in accordance with Item 3 of Schedule
13D.
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THIS
AGREEMENT made this 24lh
day of February, 2004,
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BY
AND BETWEEN:
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[
], a
banking institution organized and existing under the laws of [
],
with its principal office located at [
](hereinafter
referred to as "Lender").
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A
N
D
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BRADFORD
CAPITAL PARTNERS,
a
Pennsylvania limited partnership, having an address
of 000 Xxxxxxxx Xxxx, Xxxxxxxxxx, Xxxxxxxxxxxx 00000-0000 (hereinafter
referred to as the "Borrower").
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WHEREAS,
Borrower has requested that Lender lend certain monies to Borrower,
which
monies
Lender has agreed to advance, subject to the terms and conditions
hereof.
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NOW,
THEREFORE, in consideration of the mutual undertakings herein set
forth,
the parties
hereto, intending to be legally bound hereby, do covenant and agree
as
follows:
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I.
RECITALS
II.
DEFINITIONS
2.1 As
used
herein, the following terms shall have the following meanings:
Advances
-
Disbursements of the Loan proceeds by Lender pursuant to this
Agreement.
Agreement
- This
Loan Agreement and any valid future amendments, modifications, or supplements
hereto.
Collateral
-
Certain cash and marketable securities contained in [
],
as more
fully described in the Security Pledge Agreement.
Loan
- The
Loan made pursuant to this Agreement and pursuant to the terms of the Note,
with
the
maximum principal amount outstanding at any time not to exceed Six
Million Dollars ($6,000,000.00).
Loan
Closing
- The
date hereof.
1
Loan
Fees
- All
Loan fees, costs and expenses, including servicing fees, fees for the
reservation
of funds and loan administration fees.
Loan
Security Documents
- All
documents and items considered by Lender to be related to
the
Loan, including but not limited to (a) the Note; (b) the Security Pledge
Agreement; (c) this Revolving
Loan Agreement; and (d) all other miscellaneous Loan documents. All Loan
Security Documents shall be in form and substance satisfactory to
Lender.
Loan
Term
- The
period of time commencing on the date hereof, and continuing until the
Maturity
Date.
Maturity
Date
-
February 28, 2014.
Note
- The
Revolving Note executed by Borrower in favor of Lender of even date herewith
evidencing the Loan.
Security
Pledge Agreement
- The
Security Pledge Agreement executed by Borrower in favor
of
Lender of even date herewith, pursuant to which Borrower pledged to Lender
and
granted Lender a first lien security interest in the Collateral.
2.2 Use
of
Defined Terms:
All
terms defined in this Agreement shall have the defined meanings when used
in the
Loan Security Documents and in any notes, certificates, reports or other
documents made or delivered pursuant to this Agreement, unless the context
of
this Agreement or the other Loan Security Documents shall require
otherwise.
III.
TERMS
OF
THE LOAN
3.1 Loan:
Lender
agrees to make the Loan to Borrower upon the terms and
conditions
as set forth in this Agreement.
3.2 Evidence
and Repayment of the Loan:
The Loan
shall be evidenced by the Note executed
by Borrower and secured by the Security Pledge Agreement executed by Borrower,
and shall
be
repaid in accordance with the terms thereof, together with interest as therein
specified.
3.3 Security
for the Loan:
Borrower
shall execute and deliver or cause to be executed and delivered to Lender
all
documents required to secure the Loan as required by Lender and as set
forth
in this Agreement.
3.4.1 Lender's
Approval:
Form
and Substance:
Lender's
Approval shall be required
for all the items and documents delivered pursuant to this Agreement including,
but not limited to, all those items listed on Exhibit "A". All legal or
non-legal documents required under this
Agreement shall be satisfactory to Lender.
3.4.2 Lender's
Right to Make Advances:
Lender
shall have the right to make Advances
for Loan Fees, interest due under the Note and Lender's legal fees, where
such
items are due and payable but unpaid beyond any applicable grace period,
without
further authorization
by Borrower.
2
3.4.3 Conditions
Precedent:
Unless
otherwise agreed by Lender, in its sole discretion,
all the obligations of Borrower under this Agreement are conditions precedent
to
any obligation
of Lender hereunder. Borrower is required to furnish the items and Loan Security
Documents
in accordance with Exhibit "A" of this Agreement, all of which items and
documents must be supplied prior to or at Loan Closing, except as otherwise
specifically indicated in Exhibit
"A."
4.1 Reimbursement
to Lender:
Borrower
promises to reimburse Lender, upon demand
by
Lender, for any loss, damage or expense incurred by Lender, together with
interest on
any
amount disbursed by Lender at the Default Rate as defined and stated in the
Note: (a) by reason
of
any Event of Default, and (b) by reason of the exercise of Lender of any
remedy
or right
under this Agreement.
4.2 Documents
- Terms and Conditions:
Borrower
promises to provide all documents and
items
listed on Exhibit "A" and perform and comply with all of the terms and
conditions of this Agreement and the other Loan Security Documents. Borrower
further agrees to execute such
additional documents from time to time as Lender deems necessary to carry
out
the intent of
this
Agreement, and the other Loan Security Documents.
4.3 Other
Requirements - Assignments by Lender:
Borrower
shall comply with such other requirements as may be required from time to
time
by Lender, including without limitation, any requirements imposed as conditions
to any assignment of the Note or any part thereof
by Lender.
4.4 Financial
Records:
The
Borrower will make and keep books, records and accounts
which, in reasonable detail, accurately and fairly reflect its transactions
and
dispositions of its assets and maintain an adequate system of internal
accounting controls, and
shall
give Lender's authorized representatives access to and permit them to copy
or
make extracts
from the same. Throughout the Loan Term Borrower shall furnish or cause to
be
furnished
to Lender the following documents and data for Borrower:
(a) Balance
sheets and profit and loss statements of Borrower within one hundred twenty
(120) days following the close of each fiscal year, and such additional
information as Lender may reasonably request, all data being internally prepared
according to generally accepted accounting principles consistently applied;
and
(b) Annual
federal income tax returns for Borrower (including all schedules) to be
provided
as and when filed.
4.5 Continuation
of and Change in Business.
Borrower
will continue to engage in the business and activities as currently conducted
by
the Borrower and the Borrower will not engage in any other businesses or
industries without prior written consent of the Lender.
4.6 Management.
Borrower
shall maintain the same management of the Borrower as exists as of the date
of
this Agreement, unless otherwise consented to in writing by Lender.
3
4.7 Place
of Business.
Borrower
shall maintain its principal place of business in the Commonwealth
of Pennsylvania.
4.8 Taxes.
Borrower
shall file all returns for, and shall pay when due and payable and
before interest or penalties are due thereon, all taxes owing by Borrower
to the
United States, to each state where Borrower does business and any political
subdivision thereof, and to all other required governmental entities, which
taxes include without limitation, income, franchise, mercantile, payroll
and
other taxes, levied or assessed to date; or, alternatively, shall have
established adequate reserves therefor, as determined by Lender in its
discretion. Borrower shall
produce to Lender receipts showing payment of any and all such taxes, charges
or
assessments prior to the last dates upon which such taxes, charges or
assessments are payable without interest or penalty charges, and shall deliver
to Lender, within ten (10) days of receipt thereof
all settlements, notices of deficiency or overassessment and any other notices
pertaining to
Borrower's tax liability, which may be issued by any governmental
entity.
4.9 Maintenance
of Assets.
Borrower
shall maintain all its property in good repair.
4.10 Margin
Stock.
Borrower
shall not use any of the Loan proceeds, or any Advance for the purpose of
buying
or carrying any "margin stock", as such term is used in Regulation U and
related
regulations of the Board of Governors of the Federal Reserve System, as amended
from
time
to time.
4.11 Prohibited
Transactions.
Borrower
shall not at any time (a) create, incur, assume or suffer to exist any lien
or
encumbrance on any of its property or assets, tangible or intangible,
except
those security interests created by the Loan Security Documents, or those
other
security interests
permitted by the Lender in writing; (b) create, incur, assume or suffer to
exist
any debt, except
debt to Lender, or debt existing on the date of this Agreement, described
in the
financial statements
delivered to Lender, and permitted by the Lender in writing, or accounts
payable
and other
current items arising out of transactions (other than borrowings) in the
ordinary course of business; (c) directly or indirectly assume, guarantee,
endorse or otherwise agree, become or remain directly or contingently liable
upon or with respect to any obligation or liability of any other person,
firm or
entity; (d) make or suffer to remain outstanding any loan or advance to
purchase, acquire or own any stock, bonds, notes or securities of, or any
partnership interest (whether
general or limited) in, or any other interest in, or make any capital
contribution to, any other person, including any subsidiary; (e) declare,
make,
pay, or agree, become or remain liable to
make
or pay, any dividend or other distribution of any nature (whether in cash,
property, securities or otherwise); (f) enter into or suffer to remain in
effect
any agreement to lease, as lessee, any real or personal property, except
leases
existing on the date of this Agreement and disclosed to Lender in writing;
(g)
merge or agree to merge with or into or consolidate with any other person,
corporation, firm or other entity or acquire any material portion of the
stock
or assets or business of any other person, corporation, firm or other entity;
(h) sell, convey, assign, lease, abandon or otherwise transfer or dispose
of,
voluntarily or involuntarily any of its properties or assets, tangible or
intangible (including stock of subsidiaries), except for sales or leases
of
inventory in the ordinary course of business; (i) enter into or carry out
any
transaction (including, without limitation, purchasing property or services
or
selling property or services) with any affiliate, except transactions with
affiliates if in the ordinary course of business upon terms
no
less favorable to the Borrower than would be obtained in a comparable
arm's-length transaction;
or (j) directly or indirectly issue, transfer, sell, pledge or otherwise
dispose
of any interest in the Borrower (All of the foregoing being herein called
a
"Prohibited Transaction").
4
4.12 Security
Pledge Agreement.
As
security for the Loan Borrower has executed a Security
Pledge Agreement, pursuant to which Borrower pledged to Lender and granted
Lender a
first
lien security interest in the Collateral. If at any time the value of the
Collateral is less than Six
Million Five Hundred Thousand Dollars ($6,500,000.00), Borrower shall upon
demand provide
Lender with a perfected first lien security interest in additional liquid
collateral satisfactory
to Lender. Borrower shall cause such Xxxxxxx Xxxxxx & Co., Inc. to enter
into a control
agreement, in form and substance satisfactory to Lender, and shall take all
other steps deemed necessary by Lender to perfect the security interest of
Lender in such Collateral, all pursuant to Sections 9-106 & 9-313 of the
Uniform Commercial Code or other applicable law- governing
the perfection of Lender security interest in the Collateral in the possession
of Xxxxxxx Xxxxxx
& Co., Inc.
4.13 Operating
Account.
Throughout the Loan Term Borrower shall maintain its primary
operating account with Lender.
5.1 No
Liability to Third Parties:
Borrower
and Lender agree that this Agreement shall
not
be construed to the benefit of any third parties. No third party beneficiary
relationship whatsoever is intended from this Agreement.
VI.
ADVANCES
6.1 Loan
Advances:
Subject
to the terms of this Agreement, Lender shall from time to time make Advances
to
Borrower. The Loan shall be a revolving loan, and sums repaid may be re-advanced
subject to the terms of this Agreement. Requests for Advances must be in
writing,
and must be submitted at least three business days before the date of the
requested Advance.
Any provision contained herein to the contrary notwithstanding, in no event
shall the outstanding principal balance of the Loan exceed Six Million Dollars
($6,000,000.00). Any provision
contained herein to the contrary notwithstanding, no Advance shall be made
on or
after the
Maturity Date or if an Event of Default (as herein defined) shall have occurred,
or if there shall
exist any event or condition which with the passage of time or the giving
of
notice, or both, would constitute an Event of Default.
6.1.1 Advances
for Interest Due:
In its
sole discretion, Lender may make Advances
for interest due under the Note.
6.1.2 Advances
To Cure Defaults:
Advances
may be made at Lender's option (but
Lender shall have no obligation to make such Advances) to cure any Event
of
Default and any
such
Advance shall be deemed to be made in accordance with this Agreement and
not to
constitute
a modification thereof.
5
6.2.1 No
Default:
No
Advance will be made if an Event of Default has occurred that
has
not been cured.
6.2.2 Maturity
Date:
No
Advance will be made after the Maturity Date.
Borrower
does specifically represent, warrant, covenant and agree:
7.1 Authority:
That
this agreement and all other Loan Security Documents constitute valid, legal
and
binding obligations of Borrower enforceable against Borrower in accordance
with
their respective terms.
7.2 No
Litigation:
That
there is no litigation of any kind pending or, to the knowledge
of Borrower, threatened against Borrower or that would in any way affect
any of
the Loan
Security Documents, and that Borrower shall promptly inform Lender of the
commencement of any such litigation in the event such litigation shall
arise.
7.3 No
Default from Any Law or Order:
That
Borrower is not in default with respect to any law, regulation, order, writ,
injunction, decree or demand of any court or any governmental
authority, and will not so become upon consummation of the transactions
contemplated
herein and the performance of this Agreement and/or the Loan Security
Documents.
7.4 Legality
of Transaction:
That the
consummation of the transactions contemplated herein and the performance
of this
Agreement and/or the Loan Security Documents will not result in any breach
of,
or constitute a default under, any trust, agreement, mortgage, lease, bank
or
other loan, credit agreement, corporate charter, limited partnership
certificate, partnership agreement, by-laws, resolution, operating agreement
or
any other instrument to which Borrower is
a
party or by which Borrower may be bound or affected.
7.5 Full
Performance of Agreements:
That all
other obligations of Borrower as set forth in this Agreement or any of the
other
Loan Security Documents have been or will be carried out according to the
terms
of the respective documents.
7.6 Reportable
Events under "ERISA" and Compliance with other Law, etc.:
That
Borrower
has not suffered any "reportable events" under ERISA and the regulations
promulgated
pursuant thereto and Borrower is not in violation of Regulation U or Regulation
X, or
any
other applicable laws, rules and regulations applying to Borrower.
7.7 Brokerage
Commissions:
That
Borrower has not dealt with any brokers, finders or other intermediaries
which
would have any claim to a commission on account of or arising out
of
the Loan. Moreover, Borrower shall assume full responsibility for any claim
for
brokerage
commissions or fees relating to or arising from the Loan and Borrower shall
indemnify Lender and hold harmless Lender from any and all costs, including
attorneys fees, resulting from a claim or claims for such brokerage commissions
or fees.
7.8 Financial
Statements:
That all
financial statements of the Borrower (including the notes) delivered to the
Lender are correct and complete and present fairly the financial condition
of
the
Borrower as of the end of the specified fiscal periods and the results of
their
operations and the changes in financial position for the fiscal periods then
ended, all in conformity with generally
accepted accounting principles applied on a basis consistent with that of
the
preceding fiscal
periods.
6
7.9 Subsidiaries.
Borrower
has disclosed to Lender the existence of all of its subsidiaries,
if any.
7.10 Title
to Assets.
Borrower
has good title to all of its assets and leases.
7.11 Taxes.
Borrower
has paid all taxes, including without limitation, income, franchise,
mercantile, payroll and other taxes, levied or assessed to date, or has
established adequate reserves therefor.
7.12 Patents,
Trademarks. Etc.
Borrower
owns or has the right to use without conflict, every patent, trademark, service
xxxx, trade name, copyright, license, franchise or right with respect to
the
foregoing which is of any material importance to the business of the
Borrower.
7.13 Licenses
and Permits.
Borrower
has all requisite power, authority, licenses and permits to own and operate
its
properties and to carry on its business as now conducted.
7.14 Formation.
Borrower
is a limited partnership duly organized and existing under the laws of the
Commonwealth of Pennsylvania.
7.15 Organizational
Identification Number.
Borrower
has been assigned state entity number 1062127 and federal taxpayer
identification number 00-0000000.
7.16 Exact
Name.
Borrower's exact legal name is as shown in the caption of this Agreement.
All
representations and warranties contained herein are continuing in nature
and
shall remain true and correct throughout the Loan Term.
VIII.
EVENTS
OF
DEFAULT
The
occurrence of one or more of the following constitutes, at the option of
Lender,
an Event of Default hereunder:
8.1 Default
under Loan Security Documents:
If any
Event of Default (as defined in any Loan Security Document) exists under
the
Note or any other Loan Security Document.
8.2 Failure
to Observe Covenants:
If any
default shall be made in the due observance or performance of any provision
of
this Agreement to be observed or performed by Borrower, after
the
expiration of the applicable grace period, if any. Notwithstanding the
foregoing, if there
exists any default by Borrower hereunder, or any other condition that causes
Lender to believe in its judgment that any delay in the exercise of any of
Lender's available remedies may result in harm to Lender, Borrower shall
not be
entitled to any period of grace.
8.3 Untimeliness:
Time being of the essence:
The
failure of Borrower to cause or perform
any action to be caused or performed by Borrower under the Loan Security
Documents in
a
timely manner; or Borrower's failure to present to Lender satisfactory evidence
of Borrower's
otherwise timely action.
7
8.4 Prohibited
Transaction:
The
occurrence of any Prohibited Transaction.
8.5 Failure
to File Tax Returns and Pay Taxes:
The
failure of Borrower to file all federal,
state and local tax returns that are required to be filed or pay or make
provisions for the payment of all taxes (including taxes of its employees
withheld by it) that have or may become due pursuant to any return or
otherwise.
8.6 Financial
Difficulty:
Any
circumstance whereby Borrower:
(a) Is
generally not paying its debts as such debts become due;
(b) Files
a
voluntary petition in bankruptcy or has filed against it any involuntary
petition
in bankruptcy that remains undismissed for thirty (30) days;
(c) Makes
an
assignment for the benefit of creditors;
(d) Has
any
part of its assets in receivership, or has entered against it an order of
any
court appointing a receiver for any part of its assets, and such order is
not
vacated or stayed within thirty (30) days of its entry;
(e) Has
a
part of its assets in sequestration or the custody of any court, which
sequestration
or custody is not suspended or terminated within ten (10) days from its
inception; or
(f) Incurs
any material adverse change in its financial condition.
8.7 Execution:
The
issuance of any execution against Borrower that is not vacated or set aside
within thirty (30) days of issuance, whether or not the rights of the execution
creditor are
senior to the rights of Lender.
8.8 Encumbrance
on Collateral
If any
lien, charge or encumbrance on, or any security
interest in the Collateral shall be created, arise or otherwise come into
existence, except as permitted hereby or by any other Loan Security
Document.
8.9 Cross-Default:
If any
Event of Default occurs under any other Loan Security Document
evidencing or securing this Loan, or any default under any loan documents
securing any
other
existing or future obligations of Borrower to Lender and the loan documentation
securing such obligations. In addition, any Event of Default hereunder shall
be
an Event of Default under all other Loan Security Documents securing this
Loan,
and all documentation securing
any existing or future obligations.
8.10 Breach
of Representation or Warranty:
The
failure of any representation or warranty
made by Borrower herein when made or at any time during the term of the Loan
except as
may
otherwise be permitted by the terms of this Agreement or by prior written
consent of Lender.
8.11 Judgment.
If any
judgment is entered against the Borrower.
8.12 Death
or Dissolution.
If
Borrower shall cease to exist or is dissolved.
8
IX.
REMEDIES
If
an
Event of Default occurs under this Agreement, the Note, the Security Pledge
Agreement
or any other of the Loan Security Documents, Lender may, at its option, and
without further
demand, notice or delay, exercise inter
alia
any one
or more of the following remedies:
9.1 Remedies
of Loan Security Documents:
Pursue
any remedy provided in the other Loan
Security Documents or this Agreement.
9.2 Advances:
Terminate its obligation to make future Advances.
9.3 Legal
Proceedings:
Institute such legal proceedings or other proceedings in the name
of
Borrower or Lender, as Lender may deem appropriate, for the purpose of
protecting the Collateral
and Lender's interest therein.
9.4 Other:
Exercise
any other remedy available to Lender at law or at equity.
10.1 Time
of the Essence:
Time is
of the essence with regard to all of the provisions of this Loan Agreement,
which provisions relate to any obligation of Borrower.
10.2 Notice:
Any
notice required or permitted to be given under the Loan Security Documents
shall be deemed to have been duly given when (i) delivered in person, (ii)
or
when deposited in the mail as registered or certified, return receipt requested,
postage prepaid, or (iii) when
sent
for delivery by any overnight delivery service which requires the signature
of
the party who accepts delivery. All notices shall be directed to the party
to
receive the same at its address stated below or at such other address as
may be
substituted by notice given as herein provided:
To
Borrower:
000
Xxxxxxxx Xxxx
Xxxxxxxxxx,
Xxxxxxxxxxxx 00000-0000
To
Lender:
[
]
With
copy
to:
[
]
10.3 Cumulative
Rights and Remedies; Waiver: Any rights or remedies under this Agreement
or
the
other
Loan Security Documents may be asserted concurrently, cumulatively or
successively
from time to time so long as Borrower is indebted to Lender under the Loan.
The
rights
or
remedies shall not be exclusive of any rights or remedies otherwise available
at
law or equity.
9
No
delay
or failure of Lender in the exercise of any right or remedy hereunder or
under
any other Loan Security Document shall affect any such right or remedy or
any
other right or
remedy, nor shall any single or partial exercise thereof preclude any further
exercise thereof or any exercise of any other right or remedy, and no action
taken or omitted by Lender shall be deemed to be a waiver by Lender of any
rights whatsoever hereunder, unless the same is in writing,
signed by a Vice President of Lender.
10.3 Incorporation
of Loan Security Documents:
All
other Loan Security Documents are hereby incorporated by reference, with
the
same force and effect as if fully set forth.
10.4 Survival:
All
covenants, agreements, representations and warranties made in this and all
other
Loan Security Documents shall be deemed to be material and relied upon by
Lender, and shall survive the execution and delivery of the Loan Security
Documents. Any obligations of Borrower under any Loan Security Documents
shall
continue in accordance with the respective Loan Security Documents until
the
Loan is paid in full.
10.5 Attachments:
The
Exhibits attached to this Agreement and the matters contained therein are
incorporated herein and deemed a part hereof as if fully recited in this
Agreement.
10.6 Captions:
The
article and paragraph captions are for convenience only and in no way limit
or
alter the terms and conditions of this Agreement.
10.7 Law
Governing:
This
Agreement and all other Loan Security Documents are made under and governed
by
the laws of the Commonwealth of Pennsylvania in all respects, without
regard to its principles governing conflicts of laws.
10.8 Successors
and Assigns:
The
words "Lender" and "Borrower" include singular or plural,
individual or corporate, and their respective heirs, successors and assigns,
as
the case may be.
In
the event Borrower consists of two or more individuals or two or more entities,
all Borrower's obligations and liabilities hereunder shall be joint and
several.
10.9 Amendments:
This
Agreement may not be changed, waived, modified or amended, in whole or in
part,
except in writing, signed by all parties.
10.10 Severability:
If any
term or provision of this Agreement or the application thereof
shall to any extent be invalid or unenforceable, the remainder of this
Agreement, or the application of such term or provision to persons, properties
and circumstances other than those as to which it is invalid or unenforceable,
shall not be affected thereby. Each term and provision of this Agreement
shall
be valid and enforceable to the fullest extent permitted by law.
10.11 Conflict:
To the
fullest extent possible, all of the terms, covenants and conditions of this
Loan
Agreement shall be binding upon the parties hereto. In the event of an
irreconcilable conflict between the terms, covenants and provisions of this
Agreement and the provisions of the other Loan Security Documents, the terms,
covenants and provisions of this Agreement
shall prevail.
10
10.12 Integration
Clause:
This
Agreement constitutes the entire contract between the parties
hereto and there are no other understandings, oral or written, relating to
the
subject matter hereof other than those incorporated by reference
herein.
10.13 Power
of Attorney.
Whenever
any provision of this Agreement or any other Loan Security Document appoints
Lender or its agents, attorneys or employees as attorney-in-fact or agent
for
Borrower, the parties hereto acknowledge that such appointment is irrevocably
made for the benefit of Lender as additional security for the repayment
of the Loan. Borrower specifically authorizes and directs any such attorney-in-
fact
or
agent to exercise the powers granted or delegated to it herein or in any
other
Loan Security Document solely for the benefit of Lender and not for the benefit
of Borrower, and
Borrower acknowledges and agrees that (i) such powers shall not be subject
to or
construed
in accordance with the provisions of 20 Pa. C.S.A. § 5601 et seq., and (ii) said
attorney-in-fact or agent is not, and shall not be deemed to be, a fiduciary
of
Borrower.
11
IN
WITNESS WHEREOF, Lender and Borrower, intending to be legally bound hereby,
have
duly
executed this Loan Agreement the day and year first above written.
| WITNESS: | LENDER: | |||
| /s/ [ ] | By: | [ ] | (SEAL) | |
| BORROWER: | ||||
| WITNESS: | By: | BRADFORD
CAPITAL PARTNERS, a
Pennsylvania
limited partnership
|
||
| By: | /s/ Xxxxx X. Xxxxx | (SEAL) | ||
| Name: Xxxxx X. Xxxxx | ||||
| [ ] | Title: Manager | |||
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PARTNERSHIP
ACKNOWLEDGMENT
|
COMMONWEALTH
OF PENNSYLVANIA
|
)
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|
|
) SS:
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|
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COUNTY
OF ALLEGHENY
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)
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ON
THIS,
the 24th day of February, 2004, before me. a Notary Public in and for the
State
and County aforesaid, the undersigned officer, personally appeared Xxxxx
X.
Xxxxx, who acknowledged himself to be the Manager of BCP INVESTMENT LLC,
a
Pennsylvania limited liability company, which is the general partner of BRADFORD
CAPITAL PARTNERS, a Pennsylvania limited partnership, and that as such Manager
of the general partner of BRADFORD CAPITAL PARTNERS, a Pennsylvania limited
partnership, he executed the foregoing instrument on behalf of BRADFORD CAPITAL
PARTNERS, a Pennsylvania limited partnership, for the purposes therein
contained.
__/s/
Xxxxx X. Valenti_____
Notary
Public
MY
COMMISSION EXPIRES:
[SEAL]
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