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MORTGAGE SUBORDINATION AGREEMENT
THIS SUBORDINATION AGREEMENT, made this day of February, 1999, by and
among NORTHAMPTON COUNTY NEW JOBS CORP. (the "Borrower"), FIRST UNION NATIONAL
BANK (the "Bank"), and PIERCING PAGODA, INC. (the "Industrial Occupant") and THE
PENNSYLVANIA INDUSTRIAL DEVELOPMENT AUTHORITY ("PIDA").
WITNESSETH
WHEREAS, the Borrower is the owner of a certain tract of land situate in
Northampton County, as more particularly described on Exhibit A attached hereto
and made a part hereof (the "Premises") upon which the Borrower proposes to
establish an Industrial Development Project (the "Project") as defined in The
Pennsylvania Industrial Development Authority Act, as amended; and
WHEREAS, the Premises are subject to a Mortgage from the Industrial
Occupant to the Bank, dated April 29, 1998, and recorded in the Office of the
Recorder of Deeds for Northampton County in Mortgage Book Volume
, page (the "Bank First
Mortgage"), which mortgage is a lien upon the Premises; and WHEREAS, the Bank
Mortgage was given as security for a note in the
original principal amount of Two Million Six Hundred Ninteen Thousand Nine
Hundred Fifty Four Dollars and Twenty Five Cents ($2,619,954.25), dated from the
Industrial Occupant to the Bank (the "Bank Note"); and
WHEREAS, the Borrower has applied to PIDA for a loan in the principal
amount of One Million Dollars $1,000,000 (the "PIDA Loan") to be used
exclusively to defray a portion of the cost of establishing the Project; and
WHEREAS, the PIDA Loan, together with interest thereon, is evidenced by a
note from the Borrower to PIDA, dated of even date herewith (the "PIDA Note");
and
WHEREAS, the PIDA Note is to be secured by a mortgage dated of even date
herewith from the Borrower to PIDA, which shall constitute a second lien on the
Premises (the "Project Mortgage").
WHEREAS, PIDA has conditioned the grant of the PIDA Loan upon the
subordination of that portion of the Bank Mortgage that exceeds $1,980,000 (the
difference between $2,619,954.25 and $1,980,000) (the "Bank Third Mortgage")
which Bank Third Mortgage shall be in the original principal amount of
$639,954.25, in the manner herein set forth.
NOW, THEREFORE, to induce PIDA to make the PIDA Loan and in consideration
of the premises and mutual covenants herein contained, and intending to be
legally bound hereby, the parties hereto agree as follows:
1. The lien of the Bank Mortgage to the extent that it exceeds $1,980,000
is hereby subordinated and postponed as to lien, right to insurance and
condemnation proceeds and right to possession to the lien of the Bank First
Mortgage and the Project Mortgage. The Bank agrees for itself, its successors
and assigns that PIDA, its successors and assigns shall have the rights,
benefits and priorities to which it would have been entitled had the Project
Mortgage been executed, delivered and recorded prior to the Bank Third Mortgage.
2. The Bank agrees that without notice to the Bank PIDA may (a) compromise
or release the liability of any party or parties liable for or upon the
obligations secured by the Project Mortgage from time to time in whole or in
part, or (b) exchange or release any collateral for payment of the PIDA Note,
all without affecting the priorities set forth herein.
3. Bank agrees that all payments made by the Industrial Occupant to reduce
the principal balance of the Bank Note shall be applied to reduce the principal
balance of the Bank First Mortgage and, at the Bank's sole discretion, to reduce
the principal balance of the Bank Third Mortgage.
4. From time to time, the parties hereto will execute and deliver such
additional documents as may reasonably be required to carry out the terms of
this Agreement.
5. This Agreement may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.
6. This Agreement shall be binding upon and inure to the benefit of the
parties and their respective successors and assigns.
7. This Agreement shall be governed by the laws of the Commonwealth of
Pennsylvania without regard to the principles of conflicts of laws.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound
hereby, have caused this instrument to be executed and their respective seals
set hereto the day and year first above written.
ATTEST: NORTHAMPTON COUNTY NEW JOBS CORP.
By
Secretary President
(CORPORATE SEAL)
ATTEST: CORESTATES BANK, N.A.
By
Title: Title:
(CORPORATE SEAL)
ATTEST: THE PENNSYLVANIA INDUSTRIAL
DEVELOPMENT AUTHORITY
By
Assistant Secretary Administrator
(CORPORATE SEAL)
EXHIBIT "A"
THE PREMISES
COMMONWEALTH OF PENNSYLVANIA :
: SS
COUNTY OFNORTHAMPTON :
ON THIS, the day of February, 1999, before me, the undersigned officer,
personally appeared Xxxxxx X. Xxxxxxx, who acknowledged himself to be the
President of Northampton County New Jobs Corp., a nonprofit corporation
organized and existing under the laws of the Commonwealth of Pennsylvania, and
that he as such officer being authorized to do so, executed the foregoing
instrument for the purpose therein contained by signing the name of the
corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public
My Commission Expires:
COMMONWEALTH OF PENNSYLVANIA :
: SS
COUNTY OF NORTHAMPTON :
ON THIS, the day of February, 1999 , before
me, the undersigned officer, personally appeared
, who acknowledged himself to be
the of First Union National Bank, a Bank, and that he as such officer being
authorized to do so, executed the foregoing instrument for the purpose therein
contained by signing the name of the corporation by himself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public
My Commission Expires:
COMMONWEALTH OF PENNSYLVANIA :
: SS
COUNTY OF DAUPHIN :
ON THIS, the day of February, 1999, before me, the undersigned officer,
personally appeared Xxxxxxxxxx Xxxxxx, who acknowledged herself to be the
Administrator of The Pennsylvania Industrial Development Authority, a
corporation, and that she as such officer being authorized to do so, executed
the foregoing instrument for the purpose therein contained by signing the name
of the corporation by herself as such officer.
IN WITNESS WHEREOF, I have hereunto set my hand and official seal.
Notary Public
My Commission Expires:
Certificate of Residence of PIDA
I hereby certify that the precise residence and complete post office
address of The Pennsylvania Industrial Development Authority is: Xxxx 000, Xxxxx
Xxxxxxxx, x/x Xxxxxxxxxx of Community and Economic Development, Xxxxxxxxxx,
Xxxxxxxxxxxx 00000.
Xxxxxx X. Xxxxx, Deputy Chief
Counsel
Attorney for PIDA
RECORDED in the Office for Recording of Deeds, in and for the County of
Northampton, Mortgage Book Volume , Page .
(Title)
