FOURTH AMENDMENT
OF
MORTGAGE AND SECURITY AGREEMENT
FOURTH AMENDMENT OF MORTGAGE AND SECURITY AGREEMENT
(this "Amendment"), dated as of May 6, 1996, by and among E & B
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MARINE SUPPLY, INC., a New Jersey corporation ("Mortgagor"), and
UNITED JERSEY BANK (successor in interest to United Jersey
Bank/Central, N.A.) (the "Bank") and UJB LEASING CORPORATION
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(together with the Bank, "Mortgagee").
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W I T N E S S E T H:
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A. Pursuant to the Mortgage and Security Agreement
dated as of June 6, 1994 executed by Mortgagor in favor of
Mortgagee and recorded on June 16, 1994 in the Middlesex County
Clerk's Office in Book 4743, Page 107, as amended by the First
Amendment of Mortgage and Security Agreement dated as of October
4, 1994 and recorded on September 20, 1995 in the Middlesex
County Clerk's Office in Book 4958, Page 736, the Second
Amendment of Mortgage and Security Agreement dated as of March 8,
1995 and recorded on March 11, 1996 in the Middlesex County
Clerk's Office in Book 5046, Page 377 and the Third Amendment of
Mortgage and Security Agreement dated as of December 22, 1995 and
recorded on March 11, 1996 in the Middlesex County Clerk's Office
in Book 5046, Page 382 (as further amended, supplemented or
otherwise modified from time to time, the "Mortgage"), Mortgagor
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granted to Mortgagee a lien on the Mortgaged Property (as defined
in the Mortgage), all upon the terms and conditions set forth
therein;
B. Pursuant to the Sixth Amendment of Credit
Agreement, dated as of even date herewith, by and among
Mortgagor, certain affiliates of Mortgagor (together with
Mortgagor, the "Companies") and the Bank (the "Loan Amendment"),
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the Bank has agreed to amend a certain Credit Agreement dated as
of June 6, 1994, as amended through the date hereof, by and among
the Companies and the Bank (together with the Sixth Amendment,
and as further amended, supplemented or otherwise modified from
time to time, the "Credit Agreement") to, among other things,
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increase the maximum permitted aggregate principal amount of the
revolving credit loans at any one time outstanding under the
Credit Agreement; and
C. It is a condition precedent to the obligation of
the Bank to enter into the Loan Amendment that Mortgagor shall
have executed and delivered to Mortgagee this Amendment.
NOW, THEREFORE, Mortgagor and Mortgagee agree as
follows:
1. Capitalized terms used in this Amendment shall have the
same meanings given them in the Mortgage, unless otherwise
defined herein.
2. Subsection 1(b) of the Mortgage is hereby amended to
delete "TWENTY-THREE MILLION FIVE HUNDRED THOUSAND and 00/100
DOLLARS ($23,500,000)" from the seventh and eighth lines of such
subsection and to insert in lieu thereof the following: "TWENTY-SEVEN
MILLION and 00/100 DOLLARS ($27,000,000)"
3. The term "Obligations", as defined in subsection 1(b) of
the Mortgage, shall, without limiting the generality thereof, be
deemed to include all "Loans" (as defined in the Credit
Agreement), including, without limitation, the revolving credit
loans as increased pursuant to the Loan Agreement.
4. Except as amended hereby, the Mortgage shall remain in
full force and effect without further amendment or waiver.
5. This Amendment shall be governed by and construed in
accordance with the laws of the State of New Jersey, without
giving effect to the principles of conflicts of law. This
Amendment may be executed in several counterparts, each of which,
when executed and delivered, shall be deemed an original, but all
of which together shall constitute one instrument.
MORTGAGOR HEREBY DECLARES AND ACKNOWLEDGES THAT MORTGAGOR
HAS RECEIVED, WITHOUT CHARGE, A TRUE COPY OF THIS AMENDMENT.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be duly executed and delivered by their proper and
duly authorized officers as of the day and year first above
written.
ATTEST: E & B MARINE SUPPLY, INC., a
New Jersey corporation
/s/Robert G. Defonte By:/s/Walfrido A. Martinez
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Secretary Name: Walfrido A. Martinez
Title: Vice President and Chief
Financial Officer
ATTEST: UNITED JERSEY BANK
By:/s/Robert Williams
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Name: Robert Williams
Title: Vice President
ATTEST: UJB LEASING CORPORATION
By:
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Name: Peter C. Platt
Title: President
STATE OF New Jersey )
) ss.
COUNTY OF Monmouth )
I CERTIFY that on May 6 , 1996, Robert Defonte
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personally came before me, and this person acknowledged under
oath, to my satisfaction, that:
(a) this person is the Secretary of E & B MARINE SUPPLY,
INC., a New Jersey corporation, the corporation named
in this document;
(b) this person is the attesting witness to the signing of
this document by the proper corporate officer who is
Walfrido A. Martinez, the Vice President and Chief
Financial Officer of the corporation;
(c) the document was signed and delivered by the
corporation as its voluntary act, duly authorized by a
proper resolution of its Board of Directors;
and
(d) this person signed this proof to attest to the truth of
these facts.
Robert G. Defonte
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, Secretary
Sworn and subscribed to
before me this 6 day of
May, 1996.
Judy . Rapp
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Notary Public
STATE OF )
) ss.
COUNTY OF )
I CERTIFY that on May , 1996,
personally came before me, and this person acknowledged under
oath, to my satisfaction, that:
(a) this person is the Assistant Cashier of UNITED JERSEY
BANK, the corporation named in this document;
(b) this person is the attesting witness to the signing of
this document by the proper corporate officer who is
Bonnie Gershon, the Vice President of the corporation;
(c) the document was signed and delivered by the
corporation as its voluntary act, duly authorized by a
proper resolution of its Board of Directors; and
(d) this person signed this proof to attest to the truth of
these facts.
, Secretary
Sworn and subscribed to
before me this day of
May, 1996.
Notary Public
STATE OF )
) ss.
COUNTY OF )
I CERTIFY that on May , 1996,
personally came before me, and this person acknowledged under
oath, to my satisfaction, that:
(a) this person is the Secretary of UJB LEASING
CORPORATION, the corporation named in this document;
(b) this person is the attesting witness to the signing of
this document by the proper corporate officer who is
Peter C. Platt, the President of the corporation;
(c) the document was signed and delivered by the
corporation as its voluntary act, duly authorized by a
proper resolution of its Board of Directors; and
(d) this person signed this proof to attest to the truth of
these facts.
, Secretary
Sworn and subscribed to
before me this day of
May, 1996.
Notary Public