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Exhibit 10.d
CONSENT AND REAFFIRMATION OF GUARANTOR
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THIS CONSENT AND REAFFIRMATION OF GUARANTOR (the "Consent"), is made as of
this 3th day of December, 2003, by RONSON AVIATION, INC., a New Jersey
corporation with its principal place of business at Trenton-Xxxxxx Airport,
Xxxxx Township, New Jersey (the "Guarantor"), to FLEET CAPITAL CORPORATION
successor-by-merger to Summit Business Capital Corp., successor-in-interest with
Summit Bank (the "Lender").
WHEREAS, the Lender and Ronson Consumer Products Corporation, a New Jersey
corporation (the "Borrower"), are parties to a certain Loan and Security
Agreement dated January 6, 1995, as amended by certain letter amendments dated
August 22, 1995, December 1, 1995, March 20, 1996, May 20, 1996, August 22,
1996, September 10, 1996 and December 12, 1996, July 8, 1997, as of December 31,
1998, November 12, 1999, February 28, 2000, March 1, 2000, March 13, 2002, a
certain Amendment to Loan and Security Agreement dated March 6, 1997, a certain
Second Amendment to Loan and Security Agreement dated March 27, 1998, a certain
Third Amendment to Loan and Security Agreement dated May 13, 1999, a letter
amendment dated February 28, 2000, a letter amendment dated March 13, 2002 and a
Fourth Amendment to Loan and Security Agreement dated as of June 30, 2002
(collectively and individually referred to as the "Loan Agreement"), relating to
financing by the Lender to the Borrower as evidenced by a certain Amended and
Restated Master Note dated March 6, 1997 in the maximum principal amount of Two
Million Five Hundred Thousand ($2,500,000.00) Dollars (the "Master Note"), as
amended, and a certain Mortgage and Security Agreement dated December 1, 1995
(the "Mortgage and Security Agreement") relating to financing by the Lender to
the Borrower as evidenced by a certain Mortgage Note dated December 1, 1995 in
the original principal sum of One Million Three Hundred Thousand ($1,300,000.00)
Dollars (the "Mortgage Note") (the Loan Agreement, the Master Note, the Mortgage
and Security Agreement, the Mortgage Note, and all other documents, instruments,
writings and agreements delivered pursuant thereto are collectively and
individually referred to as the "Loan Documents"); and
WHEREAS, in order to induce the Lender to enter into the Loan Documents,
the Guarantor executed and delivered to the Lender a certain Corporate Guaranty
and Security Agreement dated July 8, 1997 (the "Guaranty"); and
WHEREAS, the Borrower has requested that the Lender amend certain terms and
conditions of the Loan Agreement, pursuant to a certain Fourth Amendment to Loan
and Security Agreement of even date herewith (the "Fourth Amendment") (the
Fourth Amendment, and any and all documents, instruments, writings and
agreements related thereto are collectively and individually referred to as the
"Amendment Documents"); and
WHEREAS, to induce the Lender to enter into the Amendment Documents, the
Borrower has offered that the Guarantor will (a) acknowledge its consent to the
execution and delivery of the Amendment Documents by the Borrower and (b)
reaffirm the terms and conditions of the Guaranty.
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NOW, THEREFORE, in consideration of the foregoing, and of other good and
valuable consideration, the Guarantor agrees as follows:
1. The Guarantor hereby acknowledges the entry by the Borrower into the
Amendment Documents and hereby ratifies and affirms the actions taken therein.
All corporate action has been taken to authorize the Guarantor to execute and
deliver this Consent.
2. The Guarantor affirms that as of the date hereof there exists no
defense, set-off, or claim of any nature whatsoever to his Guaranty and that the
obligations and liability of the Guarantor under the Guaranty, and the
covenants, representations and warranties of the Guarantor thereunder, remain
absolute, unconditional and in full force and effect.
Executed on the day and year first written above.
ATTEST: RONSON AVIATION, INC.
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
