NOTE AND MORTGAGE
MODIFICATION AGREEMENT
MODIFYING NOTE AND MORTGAGE DATED SEPTEMBER 27, 2006 RECORDED WITH THE
REGISTER OF MIDDLESEX COUNTY ON OCTOBER 10, 2006 IN MORTGAGE BOOK 11875, PAGE
534 AND RE-RECORDED ON OCTOBER 22, 2007 IN MORTGAGE BOOK 12672, PAGE 0459
SECURING THE SUM OF $2,200,000.00
THIS AGREEMENT made this ___ day of March, 2008 between RONSON CONSUMER
PRODUCTS CORPORATION, with an address of 0 Xxxxxx Xxxx, Xxxxxxxxxx, Xxx Xxxxxx
(hereinafter referred to as "Mortgagor") and CAPITAL ONE, N.A. (formerly known
as NORTH FORK BANK), having an address of 000 Xxxxxxxxxxx Xxxx, Xxxxxxxx, Xxx
Xxxx 00000 (hereinafter referred to as "Mortgagee").
WHEREAS, on September 27, 2006 Mortgagor gave a mortgage to Mortgagee
to secure a loan on property commonly known as 0 Xxxxxx Xxxx, Xxx 0-X, Xxxxx
000, Xxxxxxxx xx Xxxxxxxxxx, Xxxxxx of Middlesex and State of New Jersey; and
WHEREAS, said Mortgage, with Assignment of Leases, Rents and other
Agreements, was recorded with the Clerk of Middlesex County on October 10, 2006
in Mortgage Book 11875, Page 534; and
WHEREAS, in order to correct a typographical error, said Mortgage was
re-recorded with the Clerk of Middlesex County on October 22, 2007 in Mortgage
Book 12672, Page 0459; and
WHEREAS, the parties wish to modify the Mortgage and Note executed by
Mortgagor in favor of Mortgagee to reflect certain changes in their agreement;
and
WHEREAS, the parties wish to have this Note and Mortgage Modification
Agreement executed and duly filed with the Clerk of the County of Middlesex as
consideration for Mortgagee refraining from declaring the original Note and
Mortgage in default.
NOW, THEREFORE, for the mutual promises set forth above, the parties
agree as follows:
(1) The parties acknowledge that as of April 1, 2008, the total
principal and accrued interest sum due and owing for the Note and Mortgage dated
September 27, 2006 given by Mortgagor to Mortgagee is $2,147,950.54.
(2) The Note and the Mortgage both dated September 27, 2006 are hereby
amended to reflect that as of May 1, 2008, the new Principal and Interest
Payment shall be $17,080.69.
(3) The interest rate on the Note and Mortgage is amended as of April
1, 2008 to eight percent (8%) per annum.
(4) Mortgagor shall pay Mortgagee's costs and expenses related to the
preparation and negotiation of this Note and Mortgage Modification Agreement,
including all recording charges and all of Mortgagee's legal fees with respect
to same. Mortgagee's legal xxxx shall be paid by Mortgagor within thirty (30)
days of presentment of the legal xxxx to Mortgagor.
(5) Mortgagor shall be required to pay Mortgagee a fee of fifteen
thousand dollars ($15,000.00) as consideration for this Note and Mortgage
Modification Agreement. This fee shall be paid in installments as follows: five
thousand dollars
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($5,000.00) due prior to execution of this Note and Mortgage Modification
Agreement; five thousand dollars ($5,000.00) due on March 31, 2008; and five
thousand dollars ($5,000.00) due on April 15, 2008. Failure of Mortgagor to make
any of these payments shall be considered an Event of Default.
(6) The Debt Service Covenant, as set forth in Section 8.20 of the
Mortgage, shall not be tested for the twelve (12) month period ending December
31, 2007.
(7) For the six (6) months ending June 30, 2008, Mortgagor and Ronson
Corporation (including Ronson Aviation, Inc. and Ronson Canada Ltd.) must
collectively generate earnings before taxes of two hundred fifty thousand
dollars ($250,000.00).
(8) CIT must provide verification by March 31, 2008 that all covenant
violations between Mortgagor and Ronson Corporation (including Ronson Aviation,
Inc. and Ronson Canada Ltd.) and CIT, as of December 31, 2007, have been waived
by CIT.
(9) All other terms of the original Note and Mortgage dated September
27, 2006 shall remain in full force and effect.
(10) Any violation of this Note and Mortgage Modification Agreement by
Mortgagor shall constitute an Event of Default for which Mortgagee may avail
itself of the remedies set forth in the Note, Mortgage and all other loan
documents executed by Mortgagor dated September 27, 2006.
(11) Mortgagor acknowledges and agrees that Mortgagee is under no
obligation to enter into any other modification agreements in the future and
Mortgagee is not obligated to waive any future defaults, as per the terms of the
original Mortgage, provided Mortgagee agrees to review all waiver and
modifications requests received from Mortgagor in good faith.
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MORTGAGEE: CAPITAL ONE, N.A.
(FORMERLY NORTH FORK BANK)
Witness:
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By: Xxxxx Xxxxxxx, Vice President
CORPORATION ACKNOWLEDGEMENT
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STATE OF NEW JERSEY, COUNTY OF ESSEX, SS.:
BE IT REMEMBERED, that On this _______ day of March, 2008, before me,
the subscriber, personally appeared Xxxxx Xxxxxxx, Vice President of Capital
One, N.A., formerly known as North Fork Bank, who acknowledges under oath, to my
satisfaction, that the corporation: (a) is a corporation under the laws of the
United States of America; and (b) he is authorized to sign, seal and deliver
this instrument as the voluntary act and deed of the corporation and that
shareholder and director authority is not necessary.
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Notary Public of the State of New Jersey
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MORTGAGOR: RONSON CONSUMER
PRODUCTS CORPORATION
Witness:
------------------------------- -----------------------------------
By: Xxxxx X. Xxxxxxx, XX, President
CORPORATION ACKNOWLEDGEMENT
---------------------------
STATE OF NEW JERSEY, COUNTY OF ________________, SS.:
BE IT REMEMBERED, that On this _______ day of March, 2008, before me,
the subscriber, personally appeared Xxxxx X. Xxxxxxx XX, who is the President of
Ronson Consumer Products Corporation who acknowledges under oath, to my
satisfaction, that the corporation: (a) is a corporation of the State of New
Jersey; and (b)is authorized to sign, seal and deliver this instrument as the
voluntary act and deed of the corporation, made by virtue of authority from all
of its shareholders and directors.
---------------------------
An Attorney-at-Law of the
State of New Jersey
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