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Exhibit 10.2
PREMIUM FINANCE AGREEMENT DISCLOSURE STATEMENT AND AICCO, INC.
SECURITY AGREEMENT
101 Hudson Street, Jersey City, NJ 07302 (201) 631-5400 or (877)
A.I. Credit Corp. NC License # B-68, VA License # 902-4242 80 Pine Street, 6th Fl., New York, NY 10005 (212)
PF088 AICCO, Inc. NC License # B-434, VA License 770-2900 or (877) 902-4242 200 Old Country Road, Mineola, NY
#PF311 11501 (516) 663-0129 or (877) 902-4242 1700 Market Street, Suite
2000, Philadelphia, PA 19103 (215) 255-6393 or (877) 902-4242
1200 Abernathy Road, NE, Suite 500, Bldg. 600, Atlanta, GA 30328
(770) 671-2219 or (877) 902-4242 99 High Street, 30th Fl., Boston,
MA 02110 (617) 457-2841 or (877) 902-4242 300 South Riverside
Plaza, Suite 2100, Chicago IL 60606 (312) 559-1410 or (877)
902-4242
A TOTAL PREMIUMS $674,231.00 BORROWER / INSURED(THE "INSURED") Acct. No. _____
(Name, Address and Telephone Number)
Neose Techonologies Inc. 215-141-5890
B CASH DOWN PAYMENT REQUIRED $134,834.26 102 Witmer Road
C AMOUNT FINANCED (The Amount of Credit Horsham PA 19044
Provided to Insured or on its behalf) $539,396.74 E-Mail Address (optional): ___________________________
D FINANCE CHARGE ANNUAL PERCENTAGE RATE 5.53%
(Dollar amount credit will cost) $ 12,504.23 (Cost of Credit figured as a yearly rate)
PAYMENT SCHEDULE
E FLORIDA DOCUMENTARY STAMP TAX $ 0.00
Amount of Number of Payments
Each ---------------------- 1st Final Payment
Payment Annual Qtrly Mthly Payment Due Due
--------- ------ ----- ----- ----------- -------------
F TOTAL PAYMENTS 61,322.33 9 03/15/2006 11/15/2006
(Amounts which will have been paid
after making all scheduled payments) $ 551,900.97
SEE PAGE 3 FOR SCHEDULE OF FINANCED POLICIES
AGREEMENT OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)
THE UNDERSIGNED INSURED:
1. In consideration of the premium payments being financed and, if applicable,
down payment being advance by LENDER to the Insurance companies listed on
the SCHEDULE OF FINANCED POLICIES, or their representative, promises to pay
to the order of LENDER the TOTAL OF PAYMENTS to be made in accordance with
the PAYMENT SCHEDULE, and if applicable, the amount of any down payment
advanced by LENDER, subject to the provisions set forth in this Agreement.
2. a. Irrevocably appoints LENDER Attorney-in-Fact with full authority, in the
event of default, to (i) cancel the said policies in accordance with the
provisions herein, (ii) receive all sums assigned to LENDER and (iii)
execute and deliver on behalf of the undersigned all documents, forms and
notices relating to the insurance policies listed on the SCHEDULE OF
FINANCED POLICIES in furtherance of this Agreement (Clauses (ii) and (iii)
not applicable in Florida).
b. If there is an amount listed as "Brokers Fee" in the Schedule of
Policies, this fee is charged under Section 2119 of the New York Insurance
Law or the Law, if any, of the state in which insured lives. This fee is
charged for obtaining and servicing the Policy for where the risk to be
insured under the Policy resides (Not applicable in Florida, Virginia,
Maryland or North Carolina).
c. A fee of $_____ none ______, which is not being financed, has been
charged under the provisions of these Laws. If none has been charged, the
word "none" is shown (Not applicable in Florida, Virginia, Maryland or
North Carolina).
INSURANCE PREMIUM FINANCE AGREEMENT NOTICE
NOTICE: 1. Do not sign this Agreement before you read It or if It contains any
blank spaces. 2. You are entitled to a complete filled-in-copy of this
Agreement. 3. Under the law, you have the right to pay off in advance the full
amount due and under certain conditions obtain a partial refund of the service
charge. 4. Keep your copy of this Agreement to protect your legal rights.
NOTICE: See Pages 2 and 3 For Additional Important Information.
THE INSURED AGREES TO THE PROVISIONS ABOVE AND ON PAGES 2 AND 3
03/03/06 /s/ Illegible
DATE ----------------------------------------
SIGNATURE (AND TITLE) OF INSURED(S) OR
AGENT OR BROKER ON THEIR BEHALF (to
extent permitted by Law)
AGENT OR BROKER Aon Risk Services, Inc.(PHILA)
BUSINESS ADDRESS
One Liberty Place
1650 Market Street Suite 1000
Philadelphia PA 19103
TEL. NO. /E-MAIL ADDRESS
800-545-4301
The Undersigned Agent or Broker:
1. Represents and warrants as follows: (a) to the best of the undersigned's
knowledge and belief, the insured's signature is genuine or, to the extent
permitted by applicable Law, the undersigned Agent or Broker has been
authorized by the insured to sign this Agreement on their behalf, (b) the
insured has received a copy of this Agreement, (c) the scheduled Policies
are in full force and effect and the premiums indicated therefore are
correct, (d) the insured may cancel all scheduled policies immediately upon
request, (e) none of the Policies scheduled in the Agreement are
non-cancelable, and (f) the down payment as indicated in Box "B" and
installments totaling ___________ have been collected and are being
retained by us.
2. Upon cancellation of any of the scheduled Policies, the undersigned Agent
or Broker agrees upon demand to pay to LENDER or its assigns their
commission on any unearned premiums applicable to the cancelled Policies.
THE AGENT OR BROKER AGREES TO THE PROVISIONS ABOVE AND ON PAGE 3
03/03/06 /s/ Illegible
DATE ----------------------------------------
SIGNATURE AND TITLE OF AGENT OR BROKER
Jr. V.P.
Page 1 of 3
ADDITIONAL AGREEMENTS OF INSURED (JOINT AND SEVERAL, IF MORE THAN ONE)
3. CANCELLATION. After the occurrence of a default in the payment of any money
due the LENDER or a default consisting of a transfer to a third party of
any of the scheduled policies, LENDER may request cancellation of the
insurance policies listed in the schedule upon expiration of 10 days
written notice of intent to cancel (13 days in New York, 15 days in
Pennsylvania), provided said default is not cured within such period, and
LENDER may proceed to collect the entire unpaid balance due hereunder or
any part thereof by appropriate legal proceedings. If any default results
in the cancellation of the Policy, insured agrees to pay a cancellation
charge in accordance with applicable law (Maryland - difference between
late charge and $100; North Carolina - None; Florida - None; Virginia -
None).
4. MONEY RECEIVED AFTER CANCELLATION. Any payment received after policy
cancellation may be credited to the indebtedness due hereunder without any
liability or obligation on the part of LENDER to request reinstatement of
such cancelled policy. Any sum received from an insurance company shall be
credited to the balance due hereunder; any surplus shall be paid over to
the insured; in case of deficiency, the insured shall pay the same.
(Maryland - LENDER may not collect from insured any amount less than $5
after cancellation).
5. APPLICATION OF PAYMENTS. If applicable law permits, all payments received
by LENDER will be applied to the oldest invoice first. Any remaining
amounts will be applied to late fees and other charges (if applicable), the
remainder (if any) would be applied to any other outstanding amounts.
6. RETURNED CHECK CHARGE. If any payment made by check is returned because the
insured had no account or insufficient funds in the payor bank, insured
will be charged the maximum fee, if any, permitted under applicable law
(Maryland - $25; Florida - $15; Virginia - $20).
7. DEFAULT. If any of the following happens: (a) a payment is not made when it
is due, (b) a proceeding in bankruptcy, receivership, insolvency or similar
proceeding is instituted by or against insured, or (c) insured fails to
keep any promise to pay the insured makes in this Agreement; Insured will
be in default; provided, however, that, to the extent required by
applicable law, insured may be held to be in default only upon the
occurrence of an event described in clause (a) above. Clauses (b) and (c)
not applicable in Florida, Virginia or North Carolina.
8. SECURITY. To secure payment of all amounts due under this Agreement,
insured assigns LENDER a security interest in all right, title and interest
to the Policy, including (but only to the extent permitted by applicable
law): (a) all money that is or may be due insured because of a loss under
the Policy that reduces the unearned premiums (subject to the interest of
any applicable mortgagee or loss payee), (b) any return of the premium for
the Policy, and (c) dividends which may become due insured in connection
with the Policy. Clause (c) not applicable in Maryland.
9. RIGHT TO DEMAND IMMEDIATE PAYMENT IN FULL. At any time after default,
LENDER can demand and have the right to receive immediate payment (except
to the extent otherwise provided by applicable law, in which case LENDER
will have the right to receive such payment in accordance with such law) of
the total unpaid balance due under this Agreement even if LENDER has not
received any refund of unearned premium.
10. WARRANTIES. Insured warrants to LENDER (a) to have received a copy of this
Agreement and (b) if the insured is not an individual, that the signatory
is authorized to sign this Agreement on behalf of the insured. The insured
represents that it is not presently the subject of or in contemplation of a
proceeding in bankruptcy, receivership, or insolvency, or if it is a debtor
in bankruptcy, the Bankruptcy Court has authorized this transaction.
11. EARLY PAYMENT. At any time, insured may pay the whole amount still unpaid.
If insured pays the full amount before it is due, insured will be given a
refund for the unearned Finance Charge computed by the method of refund as
required by applicable law.
12. ASSIGNMENTS. Insured may not assign the Policy or this Agreement without
LENDER's written consent. However, insured does not need LENDER's written
consent to add mortgagees or other persons as loss payees. LENDER may
transfer its rights under this Agreement to anyone without insured's
consent. All of LENDER's rights shall inure to the benefit of LENDER's
successors and assigns.
13. COLLECTION. If money is due and insured fails to pay, LENDER may collect
the unpaid balance from insured without recourse to the security interest
granted under this Agreement.
14. LATE CHARGES. Upon default in payment of any installments for not less than
five days (7 day in Virginia or such greater number of days required by
applicable law), insured agrees to pay a late charge in accordance with
applicable law. In no event shall such late charge exceed a maximum of 5%
of such installment (greater of $25 or 1.5% in New Jersey; 5% in
Massachusetts; $100 max in Maryland; greater of $10 or 5% in Florida).
15. FINANCE CHARGE. The finance charge begins to accrue from the effective date
of this Agreement or the earliest inception date of the Insurance
Policy(ies) listed on the Schedule of Policies, whichever is earlier. If
LENDER terminates this Agreement due to a default, Insured will pay
interest on the outstanding indebtedness at the maximum rate authorized by
applicable state law in effect on the date of cancellation and from said
date until Insured pays the outstanding indebtedness in full to LENDER. To
the extent permitted by applicable law, the Finance Charge may include a
nonrefundable agreement charge not to exceed $20 ($10 in DE and NY; $12 in
NJ; $15 in NC, RI, VA and SC; $16 in MA; $20 in FL).
16. ATTORNEY'S FEES. If LENDER hires an attorney (which is not a salaried
employee) to collect any money insured owes under this Agreement, insured
will pay that attorney's fees and other collection costs (including
collectors' fees) if and to the extent permitted by applicable law (20% of
amount due in Florida).
17. AGENT OR BROKER. The Agent or Broker named on the front of this Agreement
is neither authorized by LENDER to receive installments payable under this
Agreement nor is authorized to make any representations to insured on
LENDER's behalf (except to the extent expressly required by applicable
law).
18. AMENDMENTS. If the insurance contract has not been issued at the time of
the signing of this Agreement, and if the policies being financed are
assigned risk policies or policies listed in a state fund, the policy
numbers, if omitted herein, may be inserted in this Agreement after it has
been signed (Maryland policies must show "Binder," cannot be blank).
19. EFFECTIVE DATE. This Agreement will not go into effect until it is accepted
by LENDER in writing.
20. LIMITATION OF LIABILITY. Insured recognizes and agrees that LENDER is a
lender and not an insurance company and that LENDER assumes no liability as
an insurer hereunder. LENDER's liability for breach of any of the terms of
this Agreement or the wrongful or improper exercise of any of its powers
under this Agreement shall be limited to the amount of the principal
balance outstanding, except in the event of LENDER's gross negligence or
willful misconduct.
21. GOVERNING LAW. The law of the State of the insured's residence shall govern
this Agreement, except, for Maine insureds this contract is governed by the
laws of the State of New York. For Virginia insured's this contract shall
be governed by the laws of the State of Virginia.
22. SIGNATURE AND ACKNOWLEDGEMENT. Insured has signed and received a copy of
this Agreement. If the insured is not an individual, the undersigned is
authorized to sign this Agreement on behalf of the insured. All the
insured's listed in any Policy have signed. Insured acknowledges and
understands that insurance premium financing law does not require an
insured to enter into a premium financing agreement as a condition of the
purchase of any insurance policy.
23. ADDITIONAL INSURED. There is nothing in any Policy that would require
Lender to notify or get the consent of any third party to effect
cancellation of such Policy.
Page 2 of 3
SCHEDULE OF POLICIES (Continue Schedule on Attachment if Necessary)
Place (X) If Not Authorized (See #3 below)
FULL NAME OF
INSURANCE COMPANY AND
POLICY NAME AND ADDRESS OF POLICY
NUMBER AND ISSUING AGENT OR COMPANY TYPE OF TERM IN EFFECTIVE
PREFIX OFFICE TO WHICH PREMIUM POLICY AUDIT EARN % MOS. COV. DATE POLICY
(ITEMIZED) X IS PAID AND NOTICES ARE SENT PREMIUM INFO MINIMUM BY PREM. M/ D/ Y/ PREMIUMS
- ------------- --- ---------------------------- ------- ----- ------- --------- ---------- ----------
DOC3649514-05 C: Zurich American Insurance D&O:0 0.00 12 02/15/2006 175,000.00
Co
Phila - PA
DAO15296305 C: Twin City Fire Ins Co XS1:0 0.00 12 02/15/2006 131,250.00
King of Prussia, PA
ELU088153-05 C: XL Specialty Insurance XS2:0 0.00 12 02/15/2006 100,000.00
Company
Wilmington, DE
564CM0371 C: St Paul Mercury Insurance EPL:0 0.00 12 02/15/2006 13,500.00
Co
Richmond VA
464CF0142 C: St Paul Mercury Insurance FDB:0 0.00 12 02/15/2006 4,000.00
Co
Richmond VA
464CF0142 C: St Paul Mercury Insurance CRI:0 0.00 12 02/15/2006 9,470.00
Co
Richmond VA
3578-75-89 C: Federal Insurance Co PKG:0 A 0.00 12 02/15/2006 141,010.00
Philadelphia, PA
7498-58-74 C: Federal Insurance Co AUT:0 0.00 12 02/15/2006 8,381.00
Philadelphia, PA
7163-47-88 C: Federal Insurance Co WMC:0 A 0.00 12 02/15/2006 71,365.00
Philadelphia, PA State
Tax 230.00
7324-31-56 C: Great Northern Ins Co PKG:0 A 0.00 12 02/15/2006 7,400.00
Philadelphia PA
7981-37-18 C: Great Northern Ins Co UMB:0 0.00 12 02/15/2006 12,625.00
Philadelphia PA
----------
*(AR=ASSIGNED RISK), (A=AUDITABLE), (LS=LOSS SENSITIVE) TOTAL
PREMIUMS
(Record
in "A") 674,231.00
==========
ADDITIONAL REPRESENTATIONS & WARRANTIES OF BROKER OR AGENT
3. Warrants that it is the authorized Policy issuing agent of the insurance
companies or the broker placing the coverage directly with the insurance
company on all the Policies scheduled except those indicated with an "X"
above.
4. Warrants that there are no policies included in this Agreement which are
subject to audit, report of values, retrospective rating, or minimum earned
premium, except as indicated below, and that, if there are any, the deposit
or provisional premium thereon is not less than the anticipated premium to
be earned for the full term of the policy.
POLICY NO.(S):___________ MINIMUM EARNED PREMIUM, IF ANY: $______________
5. Warrants that there are no assigned risk policies in the Schedule of
Policies except as indicated in the Schedule of Policies.
6. The Agent or Broker will hold in trust for LENDER any payments made or
credited to the insured through the Agent or Broker directly, indirectly,
actually or constructively, by any of the insurance companies listed in the
Schedule of Policies and will pay the monies to LENDER upon demand to
satisfy the then outstanding balance hereunder.
7. The Agent or Broker will promptly notify LENDER in writing if any
information on this Agreement becomes inaccurate.
8. Warrants that all material information concerning the insured and the
policies necessary for Lender to cancel the policies and receive the
unearned premium has been disclosed to Lender.
9. There is nothing in any Policy that would require Lender to notify or get
the consent of any third party to effect cancellation of such Policy.
Page 3 of 3