Exhibit 10(a)(a)
MODIFICATION AND EXTENSION AGREEMENT
------------------------------------
This SECOND MODIFICATION AND EXTENSION AGREEMENT (the "Agreement") is
made and entered effective January 14, 2000 by and among CROWN XXXXXXXX INC., a
Delaware corporation and XXXXXXXX 2000 INC., a Delaware corporation (hereinafter
sometimes either individually or collectively as the context requires referenced
as the "Borrower"), and SOUTHTRUST BANK, N.A. (the "Lender").
R E C I T A L S:
----------------
A. On June 28, 1996, the Borrower obtained a loan from Lender in the
original principal amount of up to $5,000,000.00 (the "Revolving Loan"), which
Revolving Loan is evidenced by that certain Commercial Revolving Note of same
date in the principal face amount of up to $5,000,000.00 (the "Revolving Note");
B. On June 28, 1996, the Borrower obtained a loan from the Lender in
the original principal amount of $1,000,000.00 (the "Term Loan ") which Term
Loan is evidenced by that certain Commercial Promissory Note of same date in the
principal amount of $1,000,000.00 (the "Term Note") (the Revolving Loan and the
Term Loan may hereinafter sometimes collectively be referred to as the "Loan");
C. The Revolving Note and the Term Note (hereinafter collectively the
"Note") are secured by that certain General Security Agreement from Borrower (as
"Debtor") to Lender (as "Secured Party") dated June 28, 1996 (the "Security
Agreement") encumbering certain personal property as described therein (the
"Personal Property"), and that certain Deed to Secure Debt, Assignment of Rents
and Security Agreement from Borrower (as "Grantor" therein) to Lender (as
"Grantee" therein) dated June 28, 1996, recorded in Book 1076, page 234, Fayette
County, Georgia records (the "Security Deed") encumbering certain real property
as described therein (the "Property"). The Note, Security Agreement, Security
Deed and certain other documents related thereto are collectively referred to as
the "Loan Documents," as that term is defined in that certain Commercial Loan
Agreement between Borrower and Lender dated June 28, 1996 (the "Loan Agreement")
(the Revolving Loan and the Term Loan are hereinafter collectively the "Loan")
and Loan Documents have previously been amended by certain documents, to-wit:
that certain Loan Documents Modification Agreement dated February 28, 1997 and
recorded in Deed Book 1134, page 694, Fayette County, Georgia records; that
certain Loan Documents Modification Agreement dated February 28, 1998 and
recorded in the aforesaid records; that certain Loan Documents Modification
Agreement dated March 29, 1998 and recorded in the aforesaid records; that
certain Amendment of Commercial Revolving Note and Related Loan Documents dated
as of April 26, 1999 and recorded in the aforesaid records; and that certain
Amendment of Commercial Revolving Note and Related Loan Documents dated June 24,
1999 and recorded in the aforesaid records which provided for a maturity of
September 30, 1999.
D. Borrower has now requested that Lender modify and extend the Loan
and Loan Documents; and
[1]
E. The Revolving Loan currently serves as collateral for certain
existing letters of credit previously issued by Lender on Borrower's behalf and
heretofore secured by the Revolving Note (the "Letters of Credit").
F. On the conditions that (1) Borrower execute this Agreement and
related documents, and (2) Borrower pay all accrued and unpaid interest to date,
Lender has agreed to modify and extend the Loan.
NOW, THEREFORE, in consideration of the foregoing recitals, which are
hereby incorporated into and shall be deemed a part of this Agreement, the
covenants and agreements hereinafter set forth and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto intending to be legally bound do hereby agree that the Loan
Documents shall be modified as follows:
1. Recitals. The Recitals are hereby incorporated into and made a part
of this Agreement.
2. Outstanding Balance. Borrower hereby acknowledges and agrees that
the outstanding principal balance under the Revolving Loan as of January 20,
2000, including all accrued and unpaid interest as of said date, is zero and
no/100 dollars ($0.00), but that letters of credit have been issued by Lender
for the account of Borrower in the aggregate amount of $516,000.00. Borrower
hereby acknowledges and agrees that the outstanding principal balance under the
Term Loan as of January 20, 2000 is $650,002.03. Borrower and Lender acknowledge
and agree that no interest is included in said principal balance.
3. No Further Advance; Cancellation of Revolving Note. Borrower and
Lender hereby modify and amend the Loan Documents to provide that from this day
forward there shall be no further eligibility under either the Term Loan or
Revolving Loan for additional borrowing advances. Borrower and Lender agree that
upon the execution of this Agreement, Lender will cancel and terminate the
Revolving Loan and Revolving Note.
4. Modification of Final Maturity. Borrower and Lender hereby modify
and amend the Loan Documents to provide that all principal and accrued interest,
as well as any other amounts which may be owed under the Term Note or any other
of the Loan Documents, shall be due and payable in full on June 15, 2000.
5. Real Property and Personal Property as Security for the Letters of
Credit. Borrower and Lender hereby acknowledge and agree that the Letters of
Credit are and shall be secured by the Property, the furniture, fixtures and
equipment related or affixed thereto or located thereon, and all other personal
property of Borrower as such personal property may be described in the Security
Agreement.
6. Release of Personal Property Upon Termination of Letters of Credit.
Lender agrees to release as collateral for the Loan, all property of Borrower of
a personal nature except the Property and furniture, fixtures and equipment
related or affixed thereto or located thereon and to release Borrower from the
Security Agreement, after Borrower produces evidence satisfactory to Lender that
all of the Letters of Credit have been terminated, cancelled, or otherwise
disposed of to Lender's satisfaction.
[2]
7. No Defense. Borrower hereby agrees that the modification of the
terms of the Loan Documents as contemplated by this Agreement shall not,
independently or solely by virtue of the modification, be raised as or
constitute a defense or a claim to any subsequent action instituted by Lender
with respect to the Loan, as previously or herein modified or amended.
8. Security Interest. Borrower hereby acknowledges that Lender has
valid security interests in and security title to all real and personal property
pledged as collateral for the Loan (the "Loan Collateral") and agree not to
contest the validity of said security interests and title.
9. Validity of Loan Documents; Release. Borrower acknowledges and
agrees that this Agreement and all other Loan Documents are valid, binding and
enforceable obligations of Borrower, and that Borrower does not have any
setoffs, defenses or counterclaims of any kind or nature whatsoever against
Lender with respect to any Loan Documents or the obligations hereunder
concerning the Loan.
Without limiting the generality of the foregoing, Borrower
hereby waives, releases and forever discharges Lender, its successors, assigns,
affiliates, shareholders, partners, officers, directors, attorneys, employees,
agents and servants from and against any and all rights, claims or causes of
action against Lender arising out of Lender's actions or inactions with respect
to any of the Loan Documents or any security interest, liens or collateral in
connection therewith concerning the Loan.
10. Good Standing.
(a) Crown Xxxxxxxx Inc. is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and Crown
Xxxxxxxx Inc. is validly registered to do business in the State of Georgia.
Xxxxxx Xxxxxxxxxx, acting alone, has the full power and authority to execute and
deliver this Agreement on behalf of Crown Xxxxxxxx Inc., as well as all
documents and instruments contemplated herein. Crown Xxxxxxxx Inc. is
simultaneously furnishing Lender a corporate resolution which provides that
Xxxxxx Xxxxxxxxxx has the sole power to bind Crown Xxxxxxxx Inc.
(b) Xxxxxxxx 2000 Inc. is a corporation duly organized, validly
existing and in good standing under the laws of the State of Delaware, and
Xxxxxxxx 2000 Inc. is validly registered to do business in the State of Georgia.
Xxxxxx Xxxxxxxxxx, acting alone, has the full power and authority to execute and
deliver this Agreement on behalf of Xxxxxxxx 2000 Inc., as well as all documents
and instruments contemplated herein. Xxxxxxxx 2000 Inc. is simultaneously
furnishing Lender a corporate resolution which provides that Xxxxxx Xxxxxxxxxx
has the sole power to bind Xxxxxxxx 2000 Inc.
11. Ratification of Loan Documents. Except as expressly modified and
amended herein, the Loan Documents are and shall remain in full force and
effect. As of the date hereof, Borrower hereby respectively reaffirms, restates,
and reinstates the Loan Documents, the Note, and the other Loan Documents, and
reaffirms and restates each and every warranty and representation set forth in
the Loan Agreement and the other Loan Documents. This Agreement is not intended
to be nor shall it constitute a novation of the Loan Documents or of the
indebtedness secured thereby. Borrower hereby ratifies, confirms and approves
the Loan Documents, as modified and amended herein, and Borrower agrees that the
Loan Documents, as so modified and amended,
[3]
constitute valid and binding obligations and agreements of Borrower enforceable
by Lender in accordance with their respective terms.
12. No Novation. Borrower and Lender hereby agree that this Agreement
shall not constitute a novation of the indebtedness evidenced by the Loan
Documents and further that the terms and provisions of the Loan Documents shall
remain valid and in full force and effect except as may be hereinabove modified
and amended.
13. Time. Time is of the essence of this Agreement.
14. Binding Effect. The terms and conditions, covenants, agreements,
powers, privileges and notices of authorization contained herein shall be
binding upon and shall inure to the benefit of Lender and Borrower and their
respective successors, assigns, agents, and attorneys.
15. Severability. Wherever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement shall be prohibited by or
invalid under any such law, such provision shall be ineffective to the extent of
such prohibition or invalidity without invalidating the remainder of such
provision, or the remaining provisions of this Agreement.
16. Construction of this Agreement. The parties acknowledge and agree
that this Agreement has been negotiated and executed in the State of Georgia and
this Agreement shall be construed in accordance with the laws of the State of
Georgia. This Agreement constitutes the entire agreement among Borrower and
Lender regarding the terms of this Agreement. Any prior agreements, promises,
negotiations, or representations regarding only the modification terms of this
Agreement are of no force and effect. Any provision of this Agreement which is
prohibited or unenforceable shall be ineffective to the extent of such
prohibition or unenforceability without invalidating the remaining provisions
hereof in that jurisdiction or affecting the validity or enforceability of such
provision in any other jurisdiction. Any warranty or representation made in this
Agreement shall be deemed to be material and shall survive and remain in full
force and effect after any transfer, conveyance or foreclosure of the Loan
Collateral to Lender, and nothing herein shall impair, affect or limit any right
or claim of Lender which it might have against Borrower or breach of any such
warranty or representation.
17. Default. In the event that Borrower fails to comply with the terms
and conditions set forth in this Agreement, or file any bankruptcy proceedings
or other legal proceedings intended to stop, delay or impair Lender in
exercising any of its remedies under the Loan Documents, the provisions of this
Agreement which create any forbearance or extension obligation on the part of
Lender shall become null and void. Borrower further understands that in the
event of any default under the terms of this Agreement, Lender shall have the
unfettered right to pursue immediately all its legal rights, including but not
limited to the right to proceed with a suit on the Note and Loan Documents.
18. Counterparts. This Agreement may be executed in any number of
counterparts, all of which when taken together shall constitute one and the same
instrument and any of the parties or signatories hereto may execute this
Agreement by signing any such counterpart.
[4]
IN WITNESS WHEREOF, Borrower and Lender have caused this Agreement to
be executed under seal effective as of the date first above written, this ___
day of January, 2000.
BORROWER:
CROWN XXXXXXXX INC.,
Signed, sealed and delivered a Delaware corporation
in the presence of:
----------------------------- By:
Unofficial Witness ----------------------------------
Xxxxxx Xxxxxxxxxx, Treasurer/Chief
Financial Officer
-----------------------------
Notary Public
[NOTARY SEAL] [CORPORATE SEAL]
My Commission expires:
XXXXXXXX 2000 INC.,
Signed, sealed and delivered a Delaware corporation
in the presence of:
----------------------------- By:
Unofficial Witness ----------------------------------
Xxxxxx Xxxxxxxxxx, Secretary/Chief
Financial Officer
----------------------------- [CORPORATE SEAL]
Notary Public
[NOTARY SEAL]
My Commission expires:
LENDER:
Signed, sealed and delivered SOUTHTRUST BANK, N.A., f/k/a SouthTrust
in the presence of: Bank of Georgia, N.A.
----------------------------- By:
Unofficial Witness ----------------------------------
Title:
----------------------------- -------------------------------
Notary Public [BANK SEAL]
[NOTARY SEAL]
[5]
Clerk: cross reference to Deed Book
Book 1076, Page 234, Fayette County,
Georgia records
After recording return to:
-------------------------
M. Xxxx Xxxxxxxx, Esq.
Xxxxx, Wilensky, Cohen, Wittner & Xxxxxxx, LLP
000 Xxxxxxxxx Xxxxxx Xxxxxx, X.X.
Xxxxx 000 Marquis Xxx Xxxxx
Xxxxxxx, Xxxxxxx 00000-0000
STATE OF GEORGIA
COUNTY OF XXXXXX
EXTENSION AGREEMENT
-------------------
This EXTENSION AGREEMENT is made and entered into effective September
30, 1999, by and between CROWN XXXXXXXX INC., a Delaware corporation and
XXXXXXXX 2000 INC., a Delaware corporation (hereinafter collectively referenced
as the "Borrower") and SOUTHTRUST BANK, N.A., f/k/a SouthTrust Bank, N.A., whose
address is 0000 XxxxxXxxx Xxxxxxx, Xxxxxx Xxxxx, XX000, Xxxxxxx, Xxxxxxx 00000
(the "Lender").
R E C I T A L S:
- - - - - - - -
A. Borrower executed and delivered, inter alia, that certain Deed to
Secure Debt, Assignment of Rents and Security Agreement in favor of Lender dated
June 28, 1996, recorded in Book 1076, beginning at page 234, in the Office of
the Clerk of Superior Court of Fayette County, Georgia (the "Security Deed"),
encumbering certain real property and improvements as more particularly
described therein; and
B. Borrower and Lender desire to modify and amend further the Security
Deed as previously amended, to reflect the extension of the maturity date, as
provided in a certain Modification and Extension Agreement of even date
herewith.
NOW, THEREFORE, for and in consideration of the foregoing premises, and
the sum of TEN AND NO/100 DOLLARS ($10.00) cash in hand paid by each party
hereto to the other, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Borrower and Lender hereby agree
as follows:
[1]
1. Recitals Incorporated. The Recitals are hereby incorporated into
this Extension Agreement.
2. Modification of Security Deed. The Security Deed is hereby modified
and amended to reflect the following:
The maturity date referenced in the Security Deed is being
modified to reflect that the final payment of unpaid principal
and interest is due and payable in full on June 15, 2000.
IN WITNESS WHEREOF, the parties hereto have executed this Extension
Agreement either individually or through their authorized officers, effective as
of the day, month, and year first above written, this ___ day of January, 2000.
BORROWER:
CROWN XXXXXXXX INC.,
Signed, sealed and delivered a Delaware corporation
in the presence of:
----------------------------- By:
Unofficial Witness ----------------------------------
Xxxxxx Xxxxxxxxxx, Treasurer/Chief
Financial Officer
-----------------------------
Notary Public
[NOTARY SEAL] [CORPORATE SEAL]
My Commission expires:
XXXXXXXX 2000 INC.,
Signed, sealed and delivered a Delaware corporation
in the presence of:
----------------------------- By:
Unofficial Witness ----------------------------------
Xxxxxx Xxxxxxxxxx, Secretary/Chief
Financial Officer
----------------------------- [CORPORATE SEAL]
Notary Public
[NOTARY SEAL]
My Commission expires:
[2]
LENDER:
Signed, sealed and delivered SOUTHTRUST BANK, N.A., f/k/a SouthTrust
in the presence of: Bank of Georgia, N.A.
----------------------------- By:
Unofficial Witness ----------------------------------
Title:
----------------------------- -------------------------------
Notary Public [BANK SEAL]
[NOTARY SEAL]
[3]
CORPORATE RESOLUTION DULY ADOPTED
BY THE BOARD OF DIRECTORS OF
CROWN XXXXXXXX INC.
January __, 2000
I, XXXXXXX X. XXXXXX, Secretary of CROWN XXXXXXXX INC., a Delaware
corporation (the "Corporation"), whose address is 000 Xxxxxxxx Xxxxx, Xxxxxxxxx
Xxxx, Xxxxxxx 00000, do hereby certify that I am the keeper of the records and
the minutes of the proceedings of the Board of Directors of the Corporation and
that on the 21st day of October, 1999, there was held a special meeting of the
Board of Directors of the Corporation, which was duly called and held in
accordance with the laws of the State of Delaware and the Bylaws of the
Corporation, which was held by unanimous consent of the Directors, for which
actions were taken:
THAT, WHEREAS, the directors have determined that the Corporation will
achieve a benefit by entering into, consummating and ratifying loan modification
with SouthTrust Bank, N.A. f/k/a SouthTrust Bank of Georgia, N.A., as
contemplated by that certain Modification and Extension Agreement being an
effective date of January 14, 2000 by and between Crown Xxxxxxxx Inc., Xxxxxxxx
2000 Inc. and SouthTrust Bank, N.A. f/k/a SouthTrust Bank of Georgia, N.A;
NOW, THEREFORE, BE IT RESOLVED that the Chief Financial Officer of the
Corporation is hereby authorized, empowered and directed, for and on behalf and
in the name of the Corporation to do and perform such acts and deeds and execute
and deliver without attestation of the Secretary of the Corporation or the
fixation of the corporate seal, such deeds, affidavits, agreements and closing
statements as shall be required to consummate the aforementioned Loan
Modification.
The undersigned certifies that the Corporation is duly incorporated in
the State of Delaware, is in good standing and is registered to do business in
the State of Georgia, and that XXXXXXX X. XXXXXX is currently serving as the
duly elected Secretary of the Corporation and XXXXXX XXXXXXXXXX is currently
serving as the duly elected Chief Financial Officer of the Corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand as Secretary of the
Corporation as of this _____ day of January, 2000.
------------------------------------
XXXXXXX X. XXXXXX, Secretary
CORPORATE RESOLUTION DULY ADOPTED
BY THE BOARD OF DIRECTORS OF
XXXXXXXX 2000 INC.
January __, 2000
I, XXXXXX XXXXXXXXXX, Secretary of XXXXXXXX 2000 INC., a Delaware
corporation (the "Corporation"), whose address is 000 Xxxxxxxx Xxxxx, Xxxxxxxxx
Xxxx, Xxxxxxx 00000, do hereby certify that I am the keeper of the records and
the minutes of the proceedings of the Board of Directors of the Corporation and
that on the 21st day of October, 1999, there was held a special meeting of the
Board of Directors of the Corporation, which was duly called and held in
accordance with the laws of the State of Delaware and the Bylaws of the
Corporation, which was held by unanimous consent of the Directors, for which
actions were taken:
THAT, WHEREAS, the directors have determined that the Corporation will
achieve a benefit by entering into, consummating and ratifying loan modification
with SouthTrust Bank, N.A. f/k/a SouthTrust Bank of Georgia, N.A., as
contemplated by that certain Modification and Extension Agreement being an
effective date of January 14, 2000 by and between Crown Xxxxxxxx Inc., Xxxxxxxx
2000 Inc. and SouthTrust Bank, N.A. f/k/a SouthTrust Bank of Georgia, N.A;
NOW, THEREFORE, BE IT RESOLVED that the Chief Financial Officer of the
Corporation is hereby authorized, empowered and directed, for and on behalf and
in the name of the Corporation to do and perform such acts and deeds and execute
and deliver without attestation of the Secretary of the Corporation or the
fixation of the corporate seal, such deeds, affidavits, agreements and closing
statements as shall be required to consummate the aforementioned Loan
Modification.
The undersigned certifies that the Corporation is duly incorporated in
the State of Delaware, is in good standing, is registered to do business in the
State of Georgia, and that XXXXXX XXXXXXXXXX is currently serving as the duly
elected Secretary of the Corporation and XXXXXX XXXXXXXXXX is currently serving
as the Chief Financial Officer of the Corporation.
IN TESTIMONY WHEREOF, I hereunto set my hand as Secretary of the
Corporation as of this _____ day of January, 2000.
------------------------------------
XXXXXX XXXXXXXXXX, Secretary
[1]
CORPORATE OFFICER'S AFFIDAVIT AS TO CORPORATE OWNERSHIP
-------------------------------------------------------
STATE OF GEORGIA
COUNTY OF XXXXXX
Personally appeared before me the undersigned officer, XXXXXX
XXXXXXXXXX who, being duly sworn according to law, deposes and says on oath as
follows:
1. That he is presently an officer of CROWN XXXXXXXX INC., a corporation
organized and existing under the laws of the State of Delaware.
2. That he holds the title of Chief Financial Officer and as such officer
has personal knowledge of the facts sworn to in this Affidavit, and is
authorized on behalf of said corporation to make this Affidavit.
3. That said corporation is the owner of certain real estate, descriptions
of which are set forth in EXHIBIT "A" attached hereto and made a part
hereof (the "Property").
4. That said corporation is in open, exclusive, notorious, continuous,
adverse and peaceable possession of the Property and that the title
thereto has never been disputed, questioned or rejected or title
insurance thereon refused, to the best knowledge of the undersigned.
5. That the Charter of said corporation is in full force and effect and no
proceeding is pending for its dissolution or annulment and the
corporation is in good standing with the office of the Secretary of
State of Delaware and is otherwise qualified to do business in the
State of Georgia. All licenses and franchise taxes due and payable by
said corporation have been paid in full.
6. That there is no outstanding indebtedness for equipment, appliances, or
other fixtures attached to the Property, except as may be set forth on
EXHIBIT "B".
7. That the lines and corners of the Property are clearly marked or are
discernable, and there are no disputes concerning the location of the
lines and corners, to the best knowledge of the undersigned.
8. That there are no past due bills for utilities or unpaid bills of any
other nature including bills for services of any architect, engineer or
surveyor, or for labor or materials for any improvements or repairs
that have been made on the Property, including without limitation
improvements or repairs made during the ninety-five (95) days
immediately preceding this date, and that there are no fixtures now
installed in said buildings that have not been paid for in full.
9. That there are no pending suits, judgments, bankruptcies, executions,
liens for past due taxes, assessments, or encumbrances that could in
any way affect the title to the Property, or constitute a lien thereon,
nor are there any loan deeds, trust deeds, mortgages or liens of any
nature whatsoever which have not been paid and which are against the
Property, except as set forth in EXHIBIT "B" attached hereto and made a
part hereof.
[1]
10. That the proceeds from the renewal of this loan will be used for
business purposes only and that the Property is not occupied as a
primary residence.
This Affidavit is made to induce SOUTHTRUST BANK, N.A. f/k/a SouthTrust
Bank of Georgia, N.A. to modify and extend a loan to CROWN XXXXXXXX INC. and
XXXXXXXX 2000 INC., secured by the Property, to induce any title insurance
company to issue a mortgagee's title insurance policy insuring said loan, and to
induce any attorneys certifying title to so certify.
Sworn to and subscribed
before me, this ____ day
of January, 2000
_____________________________ ______________________________[SEAL]
Notary Public Xxxxxx Xxxxxxxxxx
[NOTARY SEAL]
My Commission expires:
[2]
CORPORATE OFFICER'S AFFIDAVIT AS TO CORPORATE OWNERSHIP
-------------------------------------------------------
STATE OF GEORGIA
COUNTY OF XXXXXX
Personally appeared before me the undersigned officer, XXXXXX
XXXXXXXXXX who, being duly sworn according to law, deposes and says on oath as
follows:
1. That he is presently an officer of XXXXXXXX 2000 INC., a corporation
organized and existing under the laws of the State of Delaware.
2. That he holds the title of Secretary and as such officer has personal
knowledge of the facts sworn to in this Affidavit, and is authorized on
behalf of said corporation to make this Affidavit.
3. That said corporation is the owner of certain real estate, descriptions
of which are set forth in EXHIBIT "A" attached hereto and made a part
hereof (the "Property").
4. That said corporation is in open, exclusive, notorious, continuous,
adverse and peaceable possession of the Property and that the title
thereto has never been disputed, questioned or rejected or title
insurance thereon refused, to the best knowledge of the undersigned.
5. That the Charter of said corporation is in full force and effect and no
proceeding is pending for its dissolution or annulment and the
corporation is in good standing with the Office of the Secretary of
State of Delaware and is otherwise qualified to do business in the
State of Georgia. All licenses and franchise taxes due and payable by
said corporation have been paid in full.
6. That there is no outstanding indebtedness for equipment, appliances, or
other fixtures attached to the Property, except as may be set forth on
EXHIBIT "B".
7. That the lines and corners of the Property are clearly marked or are
discernable, and there are no disputes concerning the location of the
lines and corners, to the best knowledge of the undersigned.
9. That there are no past due bills for utilities or unpaid bills of any
other nature including bills for services of any architect, engineer or
surveyor, or for labor or materials for any improvements or repairs
that have been made on the Property, including without limitation
improvements or repairs made during the ninety-five (95) days
immediately preceding this date, and that there are no fixtures now
installed in said buildings that have not been paid for in full.
9. That there are no pending suits, judgments, bankruptcies, executions,
liens for past due taxes, assessments, or encumbrances that could in
any way affect the title to the Property, or constitute a lien thereon,
nor are there any loan deeds, trust deeds, mortgages or liens of any
nature whatsoever which have not been paid and which are against the
Property, except as set forth in EXHIBIT "B" attached hereto and made a
part hereof.
[1]
10. That the proceeds from the renewal of this loan will be used for
business purposes only and that the Property is not occupied as a
primary residence.
This Affidavit is made to induce SOUTHTRUST BANK, N.A. f/k/a SouthTrust
Bank of Georgia, N.A. to modify and extend a loan to CROWN XXXXXXXX INC. and
XXXXXXXX 2000 INC., secured by the Property, to induce any title insurance
company to issue a mortgagee's title insurance policy insuring said loan, and to
induce any attorneys certifying title to so certify.
Sworn to and subscribed
before me, this ____ day
of January, 2000
_____________________________ ______________________________[SEAL]
Notary Public Xxxxxx Xxxxxxxxxx
[NOTARY SEAL]
My Commission expires:
[2]
EXHIBIT "B"
-----------
Permitted Exceptions
--------------------
1. State and County ad valorem taxes for 2000 and subsequent years.
2. Those matters listed on Schedule B of that certain First American
Mortgage Title Insurance Policy bearing Policy No. FA-31-170802, as
amended.
