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Exhibit 10.15
Prepared by:
/s/ Xxxxxxx X. Xxxxxxxxx
XXXXXXX X. XXXXXXXXX, ESQ
Xxxxxxxxx, Xxxx & XxXxxxxxx
00 Xxxxxx Xxxxxx
X.X. Xxx 000
Xxxxxxxx, Xxx Xxxxxx 00000
(000) 000-0000
MORTGAGE NOTE
$2,700,000.00 Woodbury, New Jersey
June 11, 1996
BETWEEN the Borrower(s) K-TRON AMERICA, INC., whose address is Route 55
and 553, X.X. Xxx 000, Xxxxxx, Xxx Xxxxxx 00000-0000, referred to as "Borrower".
AND the Lender, THE BANK of Gloocester County, whose address is 0000
Xxx Xxxxxxxx, Xxxxxxxx, Xxx Xxxxxx 00000, referred to as "THE BANK".
If more than one Borrower signs this Note, the word "Borrower" shall
mean each Borrower named above. The word "THE BANK" means the original Lender
and anyone else who takes this Note by transfer.
BORROWER'S PROMISE TO PAY PRINCIPAL AND INTEREST. In return for a loan
that Borrower received, Borrower promises to pay $2,700,000.00 (called
"principal"), plus interest to the order of THE BANK. Interest, at a yearly rate
of 9.0% will be charged on that part of the principal which has not been paid
from the date of this Note until all principal has been paid. Interest shall be
calculated hereunder for the actual number of days that principal is outstanding
based on a year of 360 days.
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PAYMENTS. Borrower will pay principal and interest based on a TWENTY
(20) YEAR schedule with monthly payments of $24,292.60 on the fIRST DAY OF EACH
MONTH BEGINNING ON AUGUST 1996. Borrower will pay all amounts owed under this
Note no later than JULY 1, 2016. All payments will be made to THE BANK at the
address shown above or to a different place if required by THE BANK.
OPTION TO DECLARE LOAN DUE: Although the repayment of the loan
evidenced by this instrument has been designed as if it were to extend for a
term of TWENTY (20) YEARS, BORROWERS understand that THE BANK expressly reserves
the right and option, exercisable at its discretion, to declare the entire
unpaid principal balance under this Note together with all interest which shall
have accrued thereon to be due and payable on the FIFTH (5TH) ANNIVERSARY of the
date of the first payment due under this Note and on each succeeding FIVE (5)
YEAR anniversary of that date during the term hereof (Loan Call Date). In the
event THE BANK desires to exercise its option to declare the loan due, it shall
deliver written notice thereof by regular first class mail to BORROWERS' last
known address within the 180-day period commencing on the 90th day prior to and
ending on the 90th day after a Loan Call Date. BORROWERS shall, within 90 days
after BORROWER'S receipt of written notice from THE BANK of its exercise of the
option, repay the entire principal balance due under this Note together with all
unpaid interest which shall have accrued-thereon as well as any other sums which
may then be due under this Note, the mortgage security, or any other document
constituting a part of the within loan transaction.
SECURITY. The Borrower hereunder has delivered as security for this
instrument a mortgage bearing even date herewith covering premises designated on
the official tax map as Xxx
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0.00, Xxxxx 000, Xxxxxxxx xx Xxxxxx, Xxxxxxxxxx Xxxxxx, New Jersey, which
Mortgage is about to be recorded in the office of the Clerk of Gloucester
County.
PREPAYMENT: Borrower shall have the right to prepay this Note in whole
or in part at any time without penalty. Prepayments shall first be applied to
interest due and then to the remaining principal.
LATE CHARGE: The effective date of the receipt by the holder of any
installment of this Note shall be the day on which the holder receives cash or
collected funds at the place of payment as specified herein in payment of any
such installment. BORROWERS shall be entitled to a FIFTEEN (15) DAY grace period
after which period a "late charge" of $0.05 FOR EACH $1.00 SO OVERDUE OR $25.00
WHICHEVER IS GREATER, NOT TO EXCEED $1,000.00 may be charged by the holder for
the purpose of defraying the expense incident to handling such delinquent
payment.
DEFAULT: If any installment of this Note or interest payment is not
paid within 15 days of the date and at the place herein specified, THE BANK may
at its option, and without further notice declare this Note to be in default and
the entire principal balance then remaining unpaid together with all interest
which shall have accrued on the unpaid principal balance from and after the date
of such default shall be due and payable in full without notice.
If a default shall occur in this loan and not be cured as provided in
the loan documents or otherwise agreed to by THE BANK, THE BANK shall, after
declaring the loan to be in default, have the right to increase the interest
rate TWO (2%) PERCENT PER YEAR in excess of the note rate. This provision is in
addition to any late charges that may be due.
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ATTORNEY'S FEE: If this Note is placed in the hands of an attorney for
collection because of a default in the terms hereof or in the terms of the
mortgage given as security for the within obligation, the undersigned jointly
and severally agree to pay the reasonable fees and costs of such attorney,
whether or not legal action is instituted and further consent that if a judgment
is entered in any action the amount of such fees shall form a part of such
judgment in addition to any fees allowed by Statute or Rule of the Court.
COMMITMENT LETTER COMPLIANCE: This Note is contingent upon BORROWERS'
compliance with all of the terms and conditions contained in the commitment
letter issued by THE BANK to BORROWERS on or about June 5, 1996. Upon breach of
any term or condition contained therein THE BANK shall have the right to declare
this loan in default and demand payment in full of the principal balance
remaining unpaid, together with all interest which shall have accrued thereon.
Further, providing the said commitment letter so provides, THE BANK reserves the
right to increase the interest rate in accordance with the provisions of the
loan commitment for failure of the BORROWER or any guarantor to submit required
financial information within thirty days of the date of request by THE BANK.
PAYMENT AT MATURITY: THIS LOAN IS PAYABLE IN FULL:
A. AT MATURITY; OR
B. UPON DEMAND IN THE EVENT OF A DEFAULT HEREUNDER OR DEFAULT UNDER THE
MORTGAGE SECURING THIS NOTE OR DEFAULT UNDER THE TERMS OF ANY OTHER LOAN
INSTRUMENT. IN SUCH EVENT, YOU MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THE
LOAN AND UNPAID INTEREST THEN DUE. THE BANK IS UNDER NO
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OBLIGATION TO REFINANCE THE LOAN AT THAT TIME. YOU WILL THEREFORE BE REQUIRED TO
MAKE PAYMENT 0UT 0F 0THER ASSETS YOU MAY 0WN OR YOU WILL HAVE TO FIND A LENDER
WILLING TO LEND YOU THE MONEY. IF YOU REFINANCE THIS LOAN AT MATURITY, YOU MAY
HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN
EVEN IF YOU OBTAIN REFINANCING FROM THE BANK.
WAIVER OF PRESENTMENT: EACH AND ALL PARTIES hereto whether maker,
endorsers, sureties, guarantor or otherwise do hereby jointly and severally
waive presentment and demand for payment, notice of dishonor, protest and notice
of protest.
IN WITNESS WHEREOF, the BORROWERS hereunder have hereunto set their
hands and seals the day and year first above written.
ATTEST: K-TRON AMERICA, INC.
BY:
/s/ Xxxxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxx
XXXXXXXX X. XXXXX, XXXXX X. XXXXX, PRESIDENT
VICE PRESIDENT - FINANCE
