Exhibit 10.32
-------------
ENVIRONMENTAL GUARANTY
Goshen, New York
August 28, 1997
WHEREAS, TOUCHSTONE APPLIED SCIENCE ASSOCIATES, INC., a
Delaware corporation with its office for doing business at Fields
Lane, XX Xxx 000, Xxxxxxxx, Xxx Xxxx 00000-0000 (the "Borrower"),
has applied to MSB BANK, a federally chartered savings bank with
its principal office at 00 Xxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx 00000,
(hereinafter called the "Lender"), for a loan in the principal sum
of ONE MILLION EIGHT HUNDRED THOUSAND AND 00/100 ($1,800,000.00)
DOLLARS (the "Loan"), which Loan will be (i) evidenced by a certain
Amended and Restated Mortgage Note dated the date hereof in the
principal sum of ONE MILLION EIGHT HUNDRED THOUSAND AND 00/100
($1,800,000.00) DOLLARS given by Borrower to Lender (the "Note");
(ii) secured by certain mortgages as consolidated by Agreement
dated the date hereof in the principal sum of ONE MILLION EIGHT
HUNDRED THOUSAND AND 00/100 ($1,800,000.00) DOLLARS given by
Borrower to Lender and intended to be duly recorded in the Office
of the Clerk of Xxxxxx County, New York (the "Mortgage") covering
that certain parcel of land located in the Town of Southeast,
County of Xxxxxx, State of New York, and more particularly
described in the Mortgage (the "Premises"); and (iii) further
secured by other documents executed in connection therewith (the
"Other Security Documents").
WHEREAS Lender is willing to make the Loan to Borrower only if
the undersigned executes and deliver this guaranty;
NOW, THEREFORE, in consideration of the Premises and of other
valuable consideration and to induce Lender to make the Loan and to
accept the Note, the Mortgage and the Other Security Documents, the
undersigned agrees with Lender as follows:
1. The undersigned absolutely, unconditionally and
irrespective of any lack of validity or enforceability of the Note,
the Mortgage and the Other Security Documents, or any other
agreement or instrument relating thereto and irrespective of any
other circumstance which may constitute a defense to this guaranty,
guarantees that:
(a) The undersigned shall cause the timely and diligent
clean up or removal and disposal of all asbestos or material
containing asbestos from the Mortgaged Property in accordance with
all applicable laws, rules, regulations and guidelines, in no event
later than required by any valid governmental or court order to
remediate, and assumes the cost, expense and any fines, liabilities
or charges levied in connection therewith.
(b) In the event Borrower or Lender is obligated by any
applicable federal, state or local law, ordinance or regulation or
otherwise directed by any governmental agency or authority, to
clean up, remove or encapsulate or cause the cleanup, removal, or
encapsulation of any Hazardous Materials (hereinafter defined) or
asbestos or material containing asbestos ("Asbestos") from the
Mortgaged Property (as defined in the Mortgage), the undersigned
hereby guarantees to Lender that the undersigned (i) shall promptly
undertake to arrange for such cleanup, removal and disposal in
accordance with all applicable laws, rules, regulations and
guidelines, (ii) shall exercise its best efforts to insure that
such cleanup, and removal shall be conducted in a timely and
diligent manner, and (iii) hereby assumes the cost and expense of
such cleanup and removal. The term "Hazardous Materials" as used
herein shall include, without limitation, gasoline, petroleum,
petroleum products, explosives, radioactive materials,
polychlorinated biphenyls or related or similar materials, or any
other substance or material now or hereafter defined as a hazardous
or toxic substance or material by any federal, state or local law,
ordinance, rule, or regulation, but excluding Asbestos.
(c) In the event that any lien is recorded or filed
against the Premises pursuant to any federal, state or local law,
ordinance, rule or regulation regarding Hazardous Materials or
Asbestos, the undersigned hereby guarantee to Lender that the
undersigned shall, not later than thirty (30) days following the
filing of such lien, satisfy the claim and cause the lien
thereunder to be discharged of record (whether by payment, bonding
or otherwise).
(d) In addition to the foregoing, the undersigned shall
protect, defend, indemnify and save harmless Lender and its
respective officers, directors, shareholders, agents and employees
from and against all loss (including diminution in the value of the
Premises), cost damage, liability, obligation, causes of action,
fine, penalty or expense (including attorney's fees and expenses
for investigation, removal, cleanup, and remedial costs incurred to
permit continued or resume normal operation of the Mortgaged
Property), imposed upon or incurred by or asserted against Lender
by reason of (i) the presence, disposal, escape, seepage, leakage,
spillage, discharge, emission, release, or threatened release of
any Hazardous Materials on, from, or affecting the Mortgaged
Property or any other property or the presence of Asbestos on the
Mortgage Property; (ii) any personal injury (including wrongful
death) or property damage (real or personal) arising out of or
related to such Hazardous Materials or Asbestos; (iii) any lawsuit
brought or threatened, settlement reached, or government order
relating to such Hazardous Materials or Asbestos; or (iv) any
violation of laws, orders, regulations, requirement, or demands of
government authorities, which are based upon or in any way related
to such Hazardous Materials or Asbestos including, without
limitation, the costs and expenses of any remedial action, attorney
and consultant fees, investigation and laboratory fees, court
costs, and litigation expenses.
2. Each reference herein to Lender shall be deemed to
include its successors and assigns, and any other entity or person
who is an obligee secured by the Mortgaged Property, to whose favor
the provisions of the Guaranty shall also inure. Each reference
herein to Guarantor shall be deemed to include the heirs,
executors, administrators, legal representatives, successors and
assigns of Guarantor, all of whom shall be bound by the provisions
of this Guaranty.
3. The undersigned (and its representative, executing below,
if any) has full power, authority and legal right to execute this
Guaranty and to perform all its obligations under this Guaranty.
4. This Guaranty incorporates, by reference, each and every
provision concerning environmental obligations and responsibilities
of the Mortgagor contained in a certain Mortgage Modification and
Extension Agreement executed simultaneously herewith and this
Guaranty is not meant to supersede the provisions contained in that
Mortgage, but is deemed to be supplemental thereto and shall be
construed as a promise independent of the mortgage to meet the
obligations contained herein, as well as set forth in the Mortgage.
IN PRESENCE OF: TOUCHSTONE APPLIED SCIENCE
ASSOCIATES, INC.
BY: /s/ XXXXXX X. XXXXX
--------------------------
XXXXXX X. XXXXX, PRESIDENT
STATE OF NEW YORK )
) ss.:
COUNTY OF ORANGE )
On the 28 day of August, 1997 before me personally came XXXXXX
X. XXXXX, to me known, who, being by me duly sworn, did depose and
say that he resides at No. Hunterbrook Rd, Yorktown Heights NY,
that he is the President of TOUCHSTONE APPLIED SCIENCE ASSOCIATES,
INC., the corporation described in and which executed the foregoing
instrument; and that he signed his name thereto by order of the
Board of Directors.
/s/ XXXXXXX CRUSH
--------------------------
Notary Public
XXXXXXX CRUSH
Notary Public, State of New York
No. 4892935
Qualified in Xxxxxx County
Commission Expires 4/13/99
