SECOND AMENDMENT TO LOAN AGREEMENTS
DATED JANUARY 3, 1984 AND AUGUST 3, 1984
THIS Second Amendment to Loan Agreements dated January 3, 1984 and
August 3, 1984 ("Second Amendment") between XXXX HAULING AND WAREHOUSING SYSTEM,
INC. ("Xxxx") and THE CITY OF GLOUCESTER CITY, NEW JERSEY ("City") is made this
1st day of August, 1996.
WHEREAS, Xxxx and the City entered into a Loan Agreement dated January
3, 1984 ("UDAG I Loan Agreement") which provided that the City lend to Xxxx the
sum of Three Million, Five Hundred Ninety-Five Thousand, Five Hundred
Thirty-Three ($3,595,533.00) Dollars ("UDAG I Loan") for the partial financing
of the construction of a marginal dock facility and the acquisition and
installation of two (2) rail supported container cranes ("Kochs Cranes"); and
WHEREAS, as evidence of its indebtedness to the City, Xxxx delivered a
Promissory Note dated March 15, 1984 for the sum of Three Million, Three Hundred
Forty-Five Thousand, Five Hundred Thirty-Three ($3,345,533.00) Dollars and a
Promissory Note dated April 18, 1984 for the sum of Two Hundred Fifty Thousand
($250,000.00) Dollars (collectively "UDAG I Notes"); and
WHEREAS, to secure the indebtedness of UDAG I Loan, Xxxx delivered the
City a Mortgage on March 15, 1984 recorded at Mortgage Book _ Page __ in the
Camden County Register of Deeds in the amount of Three Million Three Hundred
Forty-Five
Thousand, Five Hundred Thirty-Three ($3,345,533.00) Dollars and a Supplemental
Mortgage on April 18, 1984 recorded at Mortgage Book _ Page _ in the Camden
County Register of Deeds in the amount of Two Hundred Fifty Thousand
($250,000.00) Dollars, both Mortgages being recorded against a tract of land
located at Block __, Lot _ (Tract 1) in the City of Gloucester City; and
WHEREAS, to secure the indebtedness of UDAG I Loan, Broadway Equipment
Leasing Corp. delivered the City a Mortgage on March 15, 1984 recorded at
Mortgage Book___ Page _ in the Camden County Register of Deeds in the amount of
Three Million, Three Hundred Forty-Five Thousand, Five Hundred Thirty-Three
($3,345,533.00) Dollars and a Supplemental Mortgage on April 18, 1984 recorded
at Mortgage Book _ Page __ in the Camden County Register of Deeds in the amount
of Two Hundred Fifty Thousand ($250,000.00) Dollars, both Mortgages being
recorded against a tract of land located at Block __ Lot _ (Tract 2) in the City
of Gloucester City; and
WHEREAS, Broadway Equipment Leasing Corp. executed a Surety Agreement
dated March 15, 1984 and a Supplemental Surety Agreement dated April 18, 1984
guaranteeing repayment of UDAG I Loan by Xxxx; and
WHEREAS, Oregon Avenue Enterprises, Inc. executed a Surety Agreement
dated March 15, 1984 and a Supplemental Surety Agreement dated April 18, 1984
guaranteeing repayment of UDAG I Loan by Xxxx; and
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WHEREAS, Xxxx and the City entered into a second Loan Agreement dated
August 3, 1984 ("UDAG II Loan Agreement") which provided that City lend to Xxxx
the sum of Two Million ($2,000,000.00) Dollars ("UDAG II Loan") for the partial
financing of the construction of a marginal dock facility; and
WHEREAS, as evidence of its indebtedness to the City, Xxxx delivered a
Promissory Note dated August 22,1984 for the sum of Two Million ($2,000,000.00)
Dollars ("UDAG II Note"); and
WHEREAS, to secure the indebtedness of UDAG II Loan, Xxxx delivered the
City a Mortgage on ____________, 1984 recorded at Mortgage Book _ Page __ in the
Camden County Register of Deeds in the amount of Two Million ($2,000,000.00)
Dollars, said Mortgage being recorded against a tract of land located at Block
_______, Lot _ (Tract 1) in the City of Gloucester City; and
WHEREAS, to secure the indebtedness of UDAG II Loan, Broadway Equipment
Leasing Corp. delivered the City a Mortgage on _, 1984 recorded at Mortgage Book
__ Page _ in the Camden County Register of Deeds in the amount of Two Million
($2,000,000.00) Dollars, said Mortgage being recorded against a tract of land
located at Block __ Lot _ (Tract 2) in the City of Gloucester City; and
WHEREAS, on August 24, 1984 Xxxxxx X. Xxxx executed a Guaranty in favor
of the City, guaranteeing repayment by Xxxx of the sums of Three Million Three
Hundred Forty-
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Five Thousand, Five Hundred Thirty-Three ($3,345,533.00) Dollars, and Two
Hundred Fifty Thousand ($250,000.00) Dollars pursuant to UDAG I Loan and Two
Million ($2,000,000.00) Dollars pursuant to UDAG II Loan; and
WHEREAS, on Xxxxx 00, 0000 Xxxx and the City executed a First Amendment
to the Loan Agreement dated January 3, 1984, pursuant to which certain Security
Agreements were released by the City, the principal of UDAG I Loan was
recalculated to an amount of Three Million, Three Hundred Twenty Thousand, Seven
Hundred Ninety-Nine ($3,320,799.00) Dollars, and UDAG I Notes were canceled and
returned to Xxxx in exchange for the delivery of two (2) new Promissory Notes
("Amended UDAG I Notes") in the respective amounts of $3,320,799.00 and
$893,420.00; and
WHEREAS, on Xxxxx 00, 0000 Xxxx and the City executed a First Amendment
to the Loan Agreement dated August 3, 1984, pursuant to which an event of
Default under UDAG I Loan Agreement, as amended March 31, 1991 or under any and
all Promissory Notes, Mortgages or any other Agreements executed pursuant to
UDAG I Loan Agreement and the First Amendment thereto, shall constitute a
default under UDAG II Loan Agreement and the Promissory Notes, Mortgages or any
other Agreements executed pursuant to UDAG II Loan Agreement; and
NOW, THEREFORE, in consideration of the mutual terms, covenants,
provisions and conditions herein set forth, and intending to be legally bound
hereby, the parties hereto agree as follows:
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1. The City and Xxxx agreed to enter into this Second Amendment under
which the current outstanding balances due to the City under UDAG I Loan and
UDAG II Loan including principal and accrued interest will be combined into one
principal amount subject to the terms and conditions of UDAG I Loan Agreement
and UDAG II Loan Agreement. Xxxx agrees to execute a Promissory Note to the City
for the combined principal amount on the terms set forth herein and other
non-contradictory provisions of the UDAG I Loan Agreement and UDAG II Loan
Agreement.
2. The City and Xxxx agree that the Mortgages executed by Xxxx and
Broadway Equipment Leasing Corp. securing repayment of UDAG I Loan and UDAG II
Loan by Xxxx shall remain in full force and effect under the terms of this
Second Amendment.
3. The City and Xxxx agree that the Surety Agreements executed by
Broadway Equipment Leasing Corp. and Oregon Avenue Enterprises, Inc.
guaranteeing repayment of UDAG I Loan and UDAG II Loan by Xxxx shall remain in
full force and effect under the terms of this Second Amendment.
4. The City and Xxxx agree that the Guaranty executed by Xxxxxx X. Xxxx
guaranteeing repayment of UDAG I Loan and UDAG II Loan by Xxxx shall remain in
full force and effect under the terms of this Second Amendment.
5. The City and Xxxx agree that the UDAG I and UDAG II Loan Agreements
(the "Combined Principal") shall be refinanced through execution of a Promissory
Note in the amount of Five Million, Fifty-Seven Thousand, Eight Hundred
Thirty-Six Dollars ($5,057,836.00), accruing interest at the rate of six percent
(6%) per annum commencing on
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March 30, 1997, payable in one hundred eighty (180) equal monthly payments based
on a twenty-five (25) year amortization schedule, with interest thereon. A final
balloon payment will be made on March 31, 2012 for all outstanding Combined
Principal and accrued interest and late fees, if any, as of that date.
6. The City and Xxxx agree that for the purposes of the repayment terms
of UDAG I Loan Agreement and UDAG 11 Loan Agreement, the combined principal
balance of both UDAG I Loan and LTDAG II Loan [including the amounts of payment
due from August 1, 1996 through March 31, 1997 at an interest rate of seven
percent (70%)] shall be $5,057,836.00 as of March 31, 1997.
7. The City and Xxxx agree that monthly payments under this Second
Amendment will be subject to a two percent (2%) late charge for each thirty
(30) day deliquency for amounts paid more than fifteen (15) days after their due
date.
8. The City and Xxxx agree that the Amended UDAG I Notes and UDAG II
Note shall be marked "canceled" and returned to Xxxx in exchange for the
delivery by Xxxx of the new Promissory Note in the amount of $5,057,836.00
9. The City and Xxxx agree that at the time of the execution of this
Second Amendment, Xxxx shall pay the City a one-half percent (1/2%) financing
fee in the amount of $25,289.00 to cover the City's administrative costs in
connection with the refinancing of UDAG I Loan and UDAG II Loan.
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10. Except as otherwise stated herein, all other terms and conditions
of the UDAG I Loan Agreement and UDAG II Loan Agreement, including the
Mortgages, Surety Agreements and Guaranty related thereto shall remain in full
force and effect.
IN WITNESS WHEREOF, the parties have executed this Second Amendment the
day and year first above written.
XXXX HAULING AND
WAREHOUSING SYSTEM, INC.
BY: Xxxxxxx Xxxxxx
------------------------------------
ATTEST:
/s/ Xxxx Xxxxx
------------------------------
XXXX XXXXX, Secretary
(Corporate Seal)
CITY OF GLOUCESTER CITY
BY: /s/ Xxxxxx X. Xxxxxx
-----------------------------------
XXXXXX X. XXXXXX, Mayor
ATTEST:
/s/ Xxxx X. Xxxxx RMC
------------------------------
XXXX XXXXX, City Clerk
(Municipal Seal)
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