MODIFICATION NO. 1
Dated April _____, 2001,
TO THE
MORTGAGE, ASSIGNMENT OF LEASES AND RENTS,
AND SECURITY AGREEMENT
Dated February 25, 2000, between
Brittany at 0000 Xxxxxxxxxxx Xxxx, L.L.C.
a New Jersey Limited Liability Company
as Mortgagor
and
Barrington Bank International Limited
a corporation organized under laws of the Bahamas
as Mortgagee
THIS Modification No. 1 to Mortgage, Assignment of Leases and Rents, and
Security Agreement (this "Modification"), made as of the ______ day of April,
2001, by Brittany at 0000 Xxxxxxxxxxx Xxxx, L.L.C., a New Jersey limited
liability company, having its principal place of business at 0000 Xxxxxxxxxxx
Xxxx, Xxxxxxxxxx, Xxx Xxxxxx 00000 ("Debtor"), in favor of Barrington Bank
International Limited, a Bahamas corporation having a principal address of Xxxxx
Xxxxx, 0xx Xxxxx, King and Xxxxxx Streets, P.O. Box N-3026, Nassau, Bahamas
("Lender").
WHEREAS, Debtor is the Mortgagor under that certain Mortgage, Assignment of
Leases and Rents and Security Agreement in favor of Lender dated February 25,
2000, which was recorded by the County Recorder for Camden County on March 28,
2000 (MB5275-0196 et seq.) (the "Mortgage"), which Mortgage relates to the
property described on Exhibit A hereto;
WHEREAS, Debtor executed and delivered the Mortgage as collateral security
for the payment, observance, performance, and discharge of all of the
obligations of Reink Imaging USA, Ltd. ("Reink"), to the Lender under that
certain Promissory Note dated February 25, 2000, in the original principal sum
of $1,000,000.00 (one million dollars) together with that certain Loan Agreement
and that certain Security Agreement dated February 25, 2000;
WHEREAS, certain of the obligations secured by the Mortgage are being
modified, and the Lender and Debtor desire to amend the Mortgage to provide for
the additional and/or revised documentation reflecting such modification;
NOW, THEREFORE, in consideration of the foregoing premises and for other
value received, the adequacy and sufficiency of which is hereby acknowledged,
the Lender and the Debtor hereby amend the Mortgage as follows:
A. Section 2.1 of the Mortgage is hereby modified to
confirm that the Mortgage continues to secure the payment,
observance, performance and discharge of all of the
obligations of Reink as amended by (a) that certain Amended
and Restated Promissory Note dated April _____, 2001 (the
"Note"), and (b) that certain Amendment No. 1 to Loan
Documents dated April ____, 2001, with or in favor of Lender,
in each case as such documents and instruments may be further
amended, restated, modified, supplemented or substituted from
time to time in the future (the "Obligations").
B. The first sentence of Section 4.1(f) of the Mortgage is hereby
deleted in its entirety and replaced with the following text:
Debtor is indefeasibly seized of and has and will have good
and marketable fee simple title to the land and improvements
comprising the Mortgaged Property (the "Land" and
"Improvements" respectively) free and clear of any and all
Liens and all other matters affecting the Land and
Improvements, except for this Mortgage.
C. Section 7.1(c) of the Mortgage is hereby deleted in its
entirety and replaced with the following text:
Failure to Observe or Perform (Cure Period). If any Obligation
(other than as described in Section 7.1(a) or 7.1(b)) is not
duly and promptly performed or is violated and such
non-performance or violation continues for a period of ten
(10) business days after notice thereof from Lender to Debtor.
D. All references in the Mortgage to "this Mortgage" (and words
having similar connotations) shall be deemed to be a reference
to the Mortgage as amended by this Amendment.
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E. The Lender and the Debtor hereby confirm that the terms and
conditions and covenants of the Mortgage remain unchanged and
in full force and effect, except as expressly modified by
Sections A through D of this Amendment. Except as expressly
set forth therein, all of the terms, provisions and conditions
contained in the Mortgage are hereby ratified, approved,
confirmed and shall continue to be binding on the Debtor. For
greater certainty, the execution and delivery by the Lender of
this Amendment shall not effect a current or future waiver of
or consent to a breach of any provision of the Mortgage
(as amended hereby), which waiver or consent may only be
effected by a written document or instrument to such effect
executed at such time by the Lender.
F. The provisions of Section 10 of the Mortgage (for
greater certainty, including without limitation the choice of
law, the submission to jurisdiction and the waiver of jury
trial provisions contained therein) are hereby incorporated by
reference herein as though set forth at length herein.
[Signature Page is Next]
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IN WITNESS WHEREOF, the parties have has executed this instrument as of
the day and year first above written.
Attested By: Brittany at 0000 Xxxxxxxxxxx Xxxx, L.L.C.
By: Reink Corp., Its Sole Member
___________________________ By: _________________________________
Name: Name:
Title: Attesting Officer Title:
Attested By: Barrington Bank International Limited
_______________________________ By: _________________________________
Name: Name:
Title: Attesting Officer Title:
Record and return to: 275546.2
---------------------
Xxxxxxxx X. Xxxxx, Esq.
Greenbaum, Rowe, Xxxxx, Xxxxx, Xxxxx & Xxxxxx LLP
X.X. Xxx 0000
Xxxxxxxxxx, Xxx Xxxxxx 00000
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STATE OF NEW JERSEY :
: ss
COUNTY OF CAMDEN :
I CERTIFY that on April _____, 2001, _______________________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(a) this person is the Attesting Officer of Reink Corp., the corporation named
in the attached document (signing as the sole member of Brittany at 0000
Xxxxxxxxxxx Xxxx., L.L.C.);
(b) this document was signed and delivered by the corporation as its voluntary
act duly authorized by a proper resolution of its Board of Directors and as
the voluntary act of Brittany at 0000 Xxxxxxxxxxx Xxxx., L.L.C.;
(c) this person knows the proper seal of the corporation which was affixed to
this document; and
(d) this person signed this proof to attest to the truth of these facts.
--------------------------------
Name: Xxxxxx Xxxxxxx
Title: Attesting Officer
Signed and sworn to before me
on this ____ day of April, 2001.
-------------------------------
Notary Public of New Jersey
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STATE/PROVINCE OF :
: ss
COUNTY/DISTRICT OF :
I CERTIFY that on ____________________, 2001, ________________
personally came before me and this person acknowledged under oath, to my
satisfaction, that:
(a) this person is the Attesting Officer of Barrington Bank International
Limited, the corporation named in the attached document;
(b) this person is the attesting witness to the signing of this document by the
proper corporate officer who is ______________________, the
__________________________ of said corporation;
(c) this document was signed and delivered by the corporation as its voluntary
act duly authorized by a proper resolution of its Board of Directors;
(d) this person knows the proper seal of the corporation which was affixed to
this document; and
(a) this person signed this proof to attest to the truth of these facts.
--------------------------------
Name:
Title: Attesting Officer,
Barrington Bank International Limited
Signed and sworn to before me
on this _____ day of April, 2001.
-------------------------------
Notary Public/Commissioner of Oaths
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EXHIBIT A
DESCRIPTION OF LAND
(Description appears on next page)
