RENEWAL
PROMISSORY NOTE
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(VARIABLE RATE; SECURED)
$210,000.00 Rochester, New York
Dated: May 15, 1998
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FOR VALUE RECEIVED, LOGISOFT CORP., a New York corporation with an office
for the transaction of business located at 6605 Pittsford Palmyra Road,
Fairport, New York 14450 (the "Borrower") promises to pay to the order of
KEYBANK NATIONAL ASSOCIATION, a national banking association, with its principal
office and place of business at 127 Public Square, Cleveland, Ohio 44114 (the
"Bank") the principal sum of Two Hundred Ten Thousand and 00/100 Dollars
($210,000.00) or so much thereof as may be advanced from time to time in
accordance with the terms of this Note, with interest on the unpaid principal
balance of such amount from the date of this Note or such advance, as the case
may be, at the Interest Rate (hereinafter defined). This Note evidences a loan
(the "Loan") made, or so much thereof as may be made, by the Bank to Borrower,
in the principal amount hereof, and is secured by (a) a mortgage from Borrower
to the Bank dated on even date herewith in the amount of $210,000.00 (the
"Mortgage") which creates a first lien on certain real property located in the
Town of Perinton, Monroe County, State of New York (the "Real Property"); (b) an
assignment of rents and leases dated on even date herewith from Borrower to the
Bank (the "Assignment") which will conditionally assign all rents and absolutely
assign all leases applicable to the Real Property to the Bank; (c) the
irrevocable, unconditional, guaranty of payment by Robert E. Lamy (the
"Guarantor') of the Loan set forth in a guaranty of payment dated on even date
herewith from the Guarantor to the Bank (the "Guaranty") and (d) such other
security as may now or hereafter be given to the Bank by Borrower as collateral
for the Loan (the Mortgage, the Security Agreement, the Financing Statements,
the Assignment, the Guaranty, this Note and such other documents evidencing such
other security which may hereafter be given as further security for, or in
connection with, the Loan, being hereinafter collectively referred to as the
"Loan Documents").
I
DEFINITIONS
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Except as otherwise defined herein, capitalized terms used herein shall
have the following definitions:
"CLOSING DATE" shall mean May 15, 1998.
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"DEFAULT INTEREST RATE" shall mean the interest rate applicable after an
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event of default or after maturity (whether by acceleration or otherwise), the
principal of the Loan and the unpaid interest and fees thereon shall bear
interest at a rate per annum equal to the greater of three percent (3%) in
excess of the highest applicable interest rate provided for herein or sixteen
percent (16%), except as limited by laws of the State of New York.
"FIRST LOAN TERM" shall mean the period beginning on the Closing Date and
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ending on June 1, 2003.
"FIRST INTEREST ADJUSTMENT DATE" shall mean June 1, 2003.
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"INITIAL FIXED RATE" shall mean seven and ninety-six one-hundredths percent
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(7.96%) per annum.
"MATURITY DATE" shall mean June 1, 2018.
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"SECOND INTEREST ADJUSTMENT DATE" shall mean June 1, 2008.
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"SECOND LOAN TERM" shall mean the period beginning on the First Interest
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Adjustment Date and ending on the Second Interest Adjustment Date.
"SECOND FIXEDRATE" shall mean the floating rate of interest which is equal
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to the weekly average yield on United States Treasury Securities adjusted to a
constant maturity of five (5) years plus two hundred and twenty five basis
points (2.25%) as of one week prior to the First Interest Adjustment Date.
"THIRD INTEREST ADJUSTMENT DATE" shall mean June 1, 2013.
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"THIRD LOAN TERM" shall mean the period beginning on the Second Interest
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Adjustment Date and ending on the Third Interest Adjustment Date.
"THIRD FIXED RATE" shall mean the floating rate of interest which is equal
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to the weekly average yield on United States Treasury Securities adjusted to a
constant maturity of five (5) years plus two hundred and twenty five basis
points (2.25 %) as of one week prior to the Second Interest Adjustment Date.
"FOURTH LOAN TERM" shall mean the period beginning on the Third Interest
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Adjustment Date and ending on the Maturity Date.
"FOURTH FIXED RATE" shall mean the floating rate of interest which is equal
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to the weekly average yield on United States Treasury Securities adjusted to a
constant maturity of five (5) years plus two hundred and twenty five basis
points (2.25%) as of one week prior to the Third Interest Adjustment Date.
II
COMPUTATION OF INTEREST
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Interest on the outstanding principal balance of this Note shall be
computed on the basis of "a 360-day year for the actual number of days elapsed"
(such phrase, as used throughout this Note, shall mean that in computing
interest for the subject period, the interest rate shall be multiplied by a
fraction, the denominator of which is 360 and the numerator of which is the
actual number of days elapsed from the date of the first disbursement of the
Loan or the date of the preceding interest and/or principal due date, as the
case may be, to the date of the next interest and/or principal due date).
Interest shall accrue until the Loan is paid in full.
PAYMENT OF PRINCIPAL AND INTEREST
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Interest shall accrue at the Initial Fixed Rate during the First Loan Term.
On June 1, 1998, the Borrower shall make a payment of interest only at the
Initial Fixed Rate. Commencing on July 1, 1998 and on the first day of each and
every month thereafter to and including the First Intercst Adjustment Date,
Borrower shall make constant equal monthly payments of principal and interest in
the amount of One Thousand Seven Hundred Fifty One and 30/100 Dollars
($1,751.30) each.
During the Second Loan Term, interest shall accrue at the Second Fixed
Rate. Commencing on July 1, 2003 and on the first day of each and every month
thereafter to and including the Second Interest Adjustment Date, Borrower shall
make constant monthly payments of principal and interest in an amount sufficient
to amortize the unpaid principal balance of the Loan in full over the remaining
fifteen (15) years of the original twenty (20) year amortization.
During the Third Loan Term, interest shall accrue at the Third Fixed Rate,
Commencing on July 1, 2008 and on the first day of each month thereafter
continuing to and including the Third Interest Adjustment Date, Borrower shall
make constant monthly payments of principal and interest in an amount sufficient
to amortize the unpaid principal balance of the Loan in full over the remaining
ten (10) years of the original twenty (20) year amortization.
During the Fourth Loan Term, interest shall accrue at the Fourth Fixed
Rate. Commencing on July 1, 2013 and on the First day of each month thereafter
continuing to and including the Maturity Date, Borrower shall make constant
monthly payments of principal and interest in an amount sufficient to amortize
the unpaid principal balance of the Loan in full over the remaining five (5)
years of the original twenty (20) year amortization.
At anytime during the Second, Third or Fourth Loan Term, the Bank, at its
option, may adjust the amount of Borrower's constant monthly payments of
principal and interest to an amount sufficient to amortize the unpaid principal
balance of the Loan in full over the number of years remaining of the original
twenty (20) year amortization.
At any time during the term of this Loan, the Bank reserves the right to
adjust the amount of Borrower's monthly principal and interest payment in
accordance with changes in the Initial Fixed Rate, Second Fixed Rate, Third
Fixed Rate or Fourth Fixed Rate.
III
GENERAL CONDITIONS
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(a) METHOD OF PAYMENT. All payments under this Note are payable at 25
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East Main Street, Rochester, New York 14614, or at such other place as the Bank
shall notify Borrower in writing. The Bank reserves the right to require any
payment on this Note, whether such payment is of a regular installment or
represents a prepayment, to be wired federal funds or other immediately
available funds or to be paid at a place other than the above address. All
payments under this Note will be made by automatic debit by the Bank to
Borrower's account established with the Bank.
(b) APPLICATION OF PAYMENTS RECEIVED. Except as otherwise provided in
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this Note, payments received by the Bank on this Note may be applied by the Bank
against any sums due and owing from Borrower in its sole discretion, including
without limitation as follows:
FIRST, to any of the Bank's fees, costs, and expenses, including
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unpaid Late Payment Charges or Prepayment Fee (each hereinbelow defined);
SECOND, to accrued and unpaid interest under this Note then due and
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owing; and
THIRD, to the reduction of principal of this Note.
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(c) LATE PAYMENT CHARGES. If Borrower fails to pay any amount of
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principal and/or interest on this Note for ten (10) days after such payment
becomes due, whether by acceleration or otherwise, the Bank may, at its option,
whether immediately or at the time of final payment of the amounts evidenced by
this Note, impose a late payment charge (the "Late Payment Charge") equal to the
greater of five percent (5%) of the amount of such payment or Fifty Dollars
($50.00), but not more than One Thousand Dollars ($1,000.00). Until any and all
Late Payment Charges are paid in full, the amount thereof shall be added to the
Indebtedness secured by any of the Loan Documents. The Late Payment Charge is
not a penalty and is deemed to be liquidated damages for the purpose of
compensating the Bank for the difficulty in computing the actual amount of
damages incurred by the Bank as a result of the late payment by Borrower.
(d) PREPAYMENT. In the event the Bank receives proceeds of condemnation
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or insurance proceeds for application against the Loan, such prepayments and
proceeds shall be applied to installments of principal in the inverse order of
maturity and no prepayment fee shall be deducted from such condemnation or
insurance proceeds.
Borrower may prepay this Note in full or in part at any time without
premium or penalty.
All prepayments shall be applied to the reduction and payment in the
inverse order of maturity.
(e) EVENTS OF DEFAULT. The occurrence of any one or more of the
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following shall, at the option of the Bank, constitute an event of default.
(i) Borrower fails to pay any sum due on this Note within ten (10)
days after the date it is due;
(ii) Borrower shall fail to perform any other obligation when required
to be performed by Borrower under this Note within ten (10) days after the date
performance is due;
(iii) Any warranty, representation or other written statement by or on
behalf of Borrower, or any guarantor in any instrument furnished in compliance
with or in reference to this Note be false or misleading in any material respect
when made;
(iv) Borrower or any guarantor shall generally not be paying debts as
they become due or file a petition or seek relief under or take advantage of any
insolvency law; make an assignment for the benefit of creditors; commence a
proceeding for the appointment of a receiver, trustee, liquidator, custodian or
conservator of Borrower or any guarantor or of the whole or substantially all of
Borrower's or any guarantors' property or of any collateral pledged as security
for this Note; or if Borrower or any guarantor shall file a petition or an
answer to a petition under any chapter of the Bankruptcy Reform Act of 1978, as
amended (or any successor statute thereto), or file a petition or seek relief
under or take advantage of any other similar law or statute of the United States
of America, any State thereof, or any foreign country or subdivision thereof;
(v) A court of competent jurisdiction shall enter an order, judgment
or decree appointing or authorizing a receiver, trustee, liquidator, custodian
or conservator of Borrower or any guarantor or of the whole or substantially all
of Borrower's or any guarantors' property, or any portion of the collateral
pledged as security for this Note, or enter an order for relief against Borrower
or any guarantor in any case commenced under any chapter of the Bankruptcy
Reform Act of 1978, as amended (or any successor statute thereto), or grant
relief under any other similar law or statute of the United States of America,
any state thereof, or any foreign country or subdivision thereof;
(vi) Under the provisions of any law for the relief or aid of debtors,
a court of competent jurisdiction or a receiver, trustee, liquidator, custodian
or conservator shall assume custody or control or take possession from Borrower
or any guarantor of all or substantially all of Borrower's or any guarantors'
property or any portion of any collateral pledged as security for this Note;
(vii) There is commenced against Borrower or any guarantor any
proceeding for any of the foregoing relief or if a petition is filed against
Borrower or any guarantor under any chapter of the Bankruptcy Reform Act of
1978, as amended (or any successor statute thereto), or under any other similar
law or statute of the United States of America, any State thereof, or any
foreign country or subdivision thereof, and such proceeding or petition remains
undismissed for a period of sixty (60) days or if Borrower or any guarantor by
any act indicates consent to, approval of or acquiescence in any such proceeding
or petition;
(viii) The Bank receives a notice to creditors with regard to a bulk
transfer by Borrower or any guarantor pursuant to Article VI of the Uniform
Commercial Code;
(ix) Borrower or any guarantor fails to comply with any of the
provisions set forth in the commitment letter from the Bank dated March 20,
1998, it being understood that the terms of said commitment letter are hereby
incorporated in this Note and to the extent that any of the terms of the
commitment letter are in conflict with the terms of this Note, the terms of this
Note shall prevail;
(x) Borrower fails to maintain or operate the business or dissolves
the business or otherwise disposes of all or substantially all of the business
assets;
(xi) An "Event of Default", as said term is defined in any other Loan
Documents, shall have occurred;
(xii) Borrower or any guarantor fails to comply with the terms of or
an event of default occurs under any other loan transaction or credit
arrangement of any kind with the Bank:
(xiii) There is a material adverse change in the financial condition
of Borrower, any guarantor, the Real Property, Personal Property, or any
material lease assigned to the Bank, then, and in any such event (an "Event of
Default"), interest will accrue at the Default
Interest Rate, and the Bank may, at its option, refuse to make any further
advances under this Note and/or declare the entire unpaid balance of this Note
together with interest accrued thereon and any other sums due hereunder or under
the Loan Documents, to be immediately due and payable and the Bank may proceed
to exercise any rights or remedies that it may have under this Note or any other
Loan Documents, or such other rights and remedies which the Bank may have at
law, equity or otherwise. In the event of such acceleration, Borrower may
discharge its obligations to the Bank by paying:
(1) the unpaid principal balance hereof as at the date of such
payment, plus
(2) accrued interest computed in the manner set forth above, plus
(3) any Late Payment Charge and Prepayment Fee computed in the
manner set forth above, plus
(4) any other sum due and owing the Bank under this Note or any
other Loan Document.
(f) COSTS AND EXPENSES ON DEFAULT. In addition to principal, interest
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and any Late Payment Charge, the Bank shall be entitled to collect all costs of
collection, including, but not limited to, reasonable attorneys' fees, incurred
in connection with the protection or realization of collateral or in connection
with any of the Bank's collection efforts, whether or not suit on this Note or
any foreclosure proceeding is filed, and all such costs and expenses shall be
payable on demand and until paid shall also be secured by the Loan Documents and
by all other collateral held by the Bank as security for Borrower's obligations
to the Bank.
(g) NO WAIVER BYTHEBANK. No failure by any Borrower or any guarantor of
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the Loan to make any payments or comply with its obligations shall be deemed a
waiver or release of Borrower's obligations hereunder. No failure on the part of
the Bank or other holder hereof to exercise any right or remedy hereunder,
whether before or after the happening of a default, shall constitute a waiver
thereof, and no waiver of any past default shall constitute waiver of any future
default or of any other default. No failure to accelerate the Loan evidenced
hereby by reason of default hereunder, or acceptance of a past due installment,
or indulgence granted from time to time shall be construed to be a waiver of the
right to insist upon prompt payment thereafter, or shall be deemed to be a
novation of this Note or as a reinstatement of the Loan evidenced hereby or as a
waiver of such right of acceleration or any other right, or be construed so as
to preclude the exercise of any right which the Bank may have, whether by the
laws of the state governing this Note, by agreement or otherwise; and Borrower
and each endorser or any guarantor hereby expressly waive the benefit of any
statute or rule of law or equity which would produce a result contrary to or in
conflict with the foregoing. This Note may not be changed orally, but only by an
agreement in writing signed by the party against whom such agreement is sought
to be enforced.
(h) FINANCIAL INFORMATION. Borrower shall at all times keep proper
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books of record and account in which full, true and correct entries shall be
made in accordance with generally accepted accounting principles. In the event
Borrower fails to pay when due any sums due the Bank under the terms of the Loan
Documents or if Borrower defaults under any other term of the Loan Documents.
Borrower, upon such failure or default and upon notification by the Bank, shall
provide copies of Borrowers' personal and business annual financial statements
and income tax returns, complete with all schedules, including but not limited
to, the balance sheets as at the end of such fiscal year and the related income
statements, statements of retained earnings and statements of changes in the
financial position of the Borrower for such fiscal year. Borrower also agrees to
furnish such additional information, reports or statements and such other
financial information with respect to the Borrower, from time to time, at the
request of the Bank, as the Bank may reasonably request.
(i) WAIVER BY BORROWER. Borrower, each endorser and all guarantors of
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this Note hereby waive presentment, protest, demand, diligence, notice of
dishonor and of nonpayment, and waive and renounce all rights to the benefits of
any statute of limitations and any moratorium, appraisement, exemption and
homestead now provided or which may hereafter be provided by any federal or
state statute, including but not limited to exemptions provided by or allowed
under the United States Bankruptcy Code, both as to itself personally and as to
all of its or their property, whether real or personal, against the enforcement
and collection of the obligations evidenced by this Note and any and all
extensions, renewals and modifications hereof.
(j) COMPLIANCE WITH USURY LAWS. It is the intention of the parties to
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conform strictly to the usury laws, whether state or federal, that are
applicable to this Note. All agreements between Borrower and the Bank, whether
now existing or hereafter arising and whether oral or written, are hereby
expressly limited so that in no contingency or event whatsoever, whether by
acceleration of maturity hereof or otherwise, shall the amount paid or agreed to
be paid to the Bank or the holder hereof, or collected by the Bank or such
holder, for the use, forbearance or detention of the money to be loaned
hereunder or otherwise, or for the payment or performance of any covenant or
obligation contained herein, or in any of the Loan Documents, exceed the maximum
amount permissible under applicable federal or state usury laws. If under any
circumstances whatsoever fulfillment of any provision hereof or of the Loan
Documents, at the time performance of such provision shall be due, shall involve
exceeding the limit of validity prescribed by law, then the obligation to be
fulfilled shall be reduced to the limit of such validity; and if under any
circumstances the Bank or other holder hereof shall ever receive an amount
deemed interest by applicable law, which would exceed the highest lawful rate,
such amount that would be excessive interest under applicable usury laws shall
be applied to the reduction of the principal amount owing hereunder or to other
indebtedness secured by the Loan Documents and not to the payment of interest,
or if such excessive interest exceeds the unpaid balance of principal and such
other indebtedness, the excess shall be deemed to have been a payment made by
mistake and shall be refunded to Borrower or to any other person making such
payment on Borrower's behalf. All sums paid or agreed to be paid to the holder
hereof for the use, forbearance or detention of the indebtedness of Borrower
evidenced hereby, outstanding from time to time shall, to the extent permitted
by applicable law, and to the extent necessary to preclude exceeding the
limit of validity prescribed by law, be amortized, pro-rated, allocated and
spread from the date of disbursement of the proceeds of this Note until payment
in full of the Loan evidenced hereby and thereby so that the actual rate of
interest on account of such indebtedness is uniform throughout the term hereof
and thereof. The terms and provisions of this paragraph shall control and
supersede every other provision of all agreements between Borrower, any
endorser, any guarantor and the Bank.
(k) GOVERNING LAW; SUBMISSION TO JURISDICTION. This Note shall be 6
---------------------------------------------
governed by and construed under the laws of the State of New York. Borrower,
each endorser and all guarantors hereby submit to personal jurisdiction in said
State for the enforcement of its obligations hereunder or under any other Loan
Document and waives any and all personal rights under the law of any other state
to object to jurisdiction within such State for the purposes of litigation to
enforce such obligations of Borrower.
(l) WAIVER OF JURY TRIAL. The Bank and the Borrower hereby waive trial
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by jury in any litigation in any court with respect to, in connection with, or
arising out of this Note, any other Loan Document or the Loan, or any instalment
or document delivered in connection with the Loan, or the validity, protection,
interpretation, collection or enforcement thereof, or any other claim or dispute
howsoever arising between the Borrower and the Bank.
(m) NOTICES Any notices required or permitted to be given hereunder
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shall be: personally delivered or (ii) given by registered or certified mail,
postage prepaid, return receipt requested, or (iii) forwarded by overnight
courier service, in each instance addressed to the addresses set forth herein or
such other addresses as the parties may for themselves designate in writing as
provided herein for the purpose of receiving notices hereunder. All notices
shall be in writing and shall be deemed given, in the case of notice by personal
delivery, upon actual delivery, and in the case of appropriate mail or courier
service, upon deposit with the U.S. Postal Service or delivery to the courier
service.
(n) LIABILITY IFMORETHAN ONE BORROWER. If more than one person or
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entity executes this Note as a Hot-rower, all of said persons or entities are
jointly and severally liable hereunder.
(o) ENTIRE AGREEMENT. This Note and the other Loan Documents constitute
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the entire understanding between Borrower, guarantors, and the Bank and to the
extent that any writings not signed by the Bank or oral statements or
conversations at any time made or had shall be inconsistent with the provisions
of this Note and the other Loan Documents, the same shall be null and void.
(p) RENEWAL: This Note is given in renewal and not in repayment of the
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following notes held by Lender: (a) a Note dated December 30, 1994 given by
David A. White to Key Bank of New York in the amount of $75,000.00; (b) a Note
dated December 21, 1995 given by Logisoft Computer Services, Inc. to Key Bank of
New York in the amount of $104,000.00 and (c) a Note dated of even date herewith
given by Logisoft Corp. to KeyBank National Association in the amount of
$52,827.84, upon which Notes there is a present unpaid principal balance of
$210,000.00.
IN WITNESS WHEREOF, Borrower has executed this instrument the date first
above written.
LOGISOFT CORP.
By: /s/ Robert E. Lamy
------------------------------
Robert E. Lamy, President
STATE OF NEW YORK)
COUNTY OF MONROE) ss.:
On the 15 day of May, 1998, before me the subscriber personally appeared
--
Robert E. Lamy, to me known and by me being duly sworn, did depose and say that
he resides at and is the President of Logisoft Corp., the corporation described
in and which executed the foregoing instrument, and that such person signed his
name thereto by authorization of the Board of Directors of said corporation.
/s/ David A. White
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Notary Public
RECORD AND RETURN TO: Tax Map Nos. 165.20-4-2and
165.20-4-1
Phillips, Lytle, Hitchcock, Premises Known As:
Blame & Huber, LLP Units W-1 and W-2
Attention: Karen A. DiNardo, Esq. 6605 Pittsford Palmyra Rd.
Box 170 Fairport, New York
ASSUMPTION, CONSOLIDATION, MODIFICATION
AND EXTENSION AGREEMFNT
THIS AGREEMENT made and executed this 15 day of May, 1998 by and between
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KEYBANK NATIONAL ASSOCIATION, a national banking association, with a principal
office located at 127 Public Square, Cleveland, Ohio 44114, (party of the first
part), and LOGISOFT CORP., a New York corporation, with an address at 6605
Pittsford Palmyra Road, Fairport, New York 14450 (party of the second part),
W I T N E S S E T H:
WHEREAS, the party of the first part is the holder of the following
Mortgages and
Notes:
1. Mortgage dated December 30, 1994 made and delivered by David A White
to Key Bank of New York to secure a Note dated on even date therewith in the
amount of Seventy-five Thousand and 00/100 Dollars ($75,000.00) which mortgage
was recorded in the Monroe County Clerk's Office on December 30, 1994 in Liber
12465 of Mortgages, at page 144;
2. Mortgage dated December 21, 1995 made and delivered by Logisoft
Computer Products. Inc. to Key Bank of New York to secure a Note dated on even
date therewith in the amount of One Hundred Four Thousand and 00/100 Dollars
($104,000.00) which mortgage was recorded in the Monroe County Clerk's Office on
December 22, 1995 in Liber 12796 of Mortgages. at page 150.
WHEREAS. party of the first part is also the holder of a certain
Mortgage made and delivered by the party of the second part dated of even date
herewith, securing a Note of even date herewith in the amount of Fifty Two
Thousand Eight Hundred Twenty Seven and 84/100 Dollars ($52,827.84) covering the
premises described therein, which mortgage is to he recorded in Monroe County
Clerk's Office of even date herewith: and
WHEREAS. Were is now due and owing to the date of this Agreement on
the aforesaid notes and mortgages. the sum of One Hundred Fifty Seven Thousand
One Hundred Seventy Two and 16/100 Dollars ($157,172.16) together with interest;
and
WHEREAS, the party of the second part is the owner in fee simple of
the premises covered by said mortgages, which premises are commonly known as
Units W-1 and W-2, 6605 Pittsford Palmyra Road. Town of Perinton. Monroe County,
New York; and as more particularly described on Schedule A attached hereto; and
WHEREAS, the party of the second part desires to ratify and assume the
outstanding principal balance of the notes set forth above, together with
interest thereon, and to modify and extend the same in accordance herewith and
further to assume all obligations, terms, and provisions of said notes and the
mortgages and collateral documents executed concurrently therewith, as modified
hereby; and
WHEREAS, the parties hereto desire to combine, consolidate and make
equal and coordinate the liens of the mortgages hereinbefore described so that
they shall form a single. coordinate, equal first lien on the said premises of
Two Hundred Ten Thousand and 00/100 Dollars ($210,000.00) and to spread the lien
over the entire premises described in Schedule A
hereto:
NOW, THEREFORE, in consideration of the sum of $1.00 to each in hand
paid, the receipt whereof is hereby acknowledged, and of the premises and other
good and valuable consideration, it is hereby mutually covenanted and agreed by
and between the parties hereto as follows:
1. That the above described mortgages be, and the same hereby are
combined. consolidated and made equal and coordinate liens on the premises
described in Schedule A hereto, without priority of any one over any other
indebtedness secured by the said mortgages, so that together they shall
constitute in law but one first mortgage.
2. That and the party of the first part does hereby extend and modify
the terms of payment of the principal indebtedness secured by the said
mortgages, and the party of the second part ratifies and assumes the
indebtedness and agrees that it shall be obligated to and promises to pay to the
party of the first part, or order, at its address above, the principal sum
remaining unpaid as aforesaid namely, Two Hundred Ten Thousand and 00/100
Dollars ($210,000.00) with interest thereon at the rates and to be repaid in the
manner set forth in a Renewal Promissory Note executed simultaneously herewith.
3. That the lien of the mortgages as consolidated and modified by this
Agreement is spread to cover and be a lien on all of premises described in
Schedule A attached hereto.
4. It is expressly agreed that the combined and consolidated
indebtedness evidenced by this Agreement and secured by the combined.
consolidated, co-equal and coordinate liens on the premises hereinbefore
mentioned is to be repaid in accordance with, and the rights and obligations of
the parties shall be governed by. the terms, agreements, provisions, covenants
and
conditions contained in the mortgage executed concurrently herewith and to be
recorded in the Office of the Clerk of the County of Monroe on even date
herewith, the Renewal Promissory Note, this Agreement and the collateral loan
documents executed concurrently herewith, all of which are hereby made a part of
this Agreement to the same extent and of the same effect as if the terms thereof
were fully set forth herein and all of which shall supersede and control over
all of the provisions set forth in the aforesaid prior notes, mortgages and the
collateral documents executed concurrently therewith.
The party of the second part further covenants with the party of the first
part that the mortgages referenced in this Agreement are recorded in the Office
of the Clerk of the County of Monroe and constitute a good and valid combined,
consolidated and coordinate first priority lien on the premises described
herein.
This Agreemcnt cannot be changed orally.
The obligations of the parties of the second part shall be joint and
several.
IN WITNESS WHEREOF, the parties hereto have executed or have caused this
Agreement to be executed by its duly authorized representatives or officers and
its corporate seal to be affixed, if applicable, on the day and year first above
written.
KEYBANK NATIONAL ASSOCIATION
a national banking association
By: /s/ Kathryn R. Rucinski
--------------------------
Kathryn R. Rucinski
Vice President
LOGISOFT CORP.
a New York corporation
By: /s/ Robert E. Lamy
---------------------------
Robert E. Lamy, President
STATE OF NEW YORK)
COUNTY OF MONROE) ss.:
On this 15 day of May, 1998, before me came Kathryn R . Rucinski, to me
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known and who, being by me duly sworn, did depose and say that she resides at
Rochester New York, that she is a Vice President of KeyBank National
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Association, the corporation described in and which executed the foregoing
instrument; and that she signed her name thereto by order of the Board of
Directors of said corporation.
/s/ David A. White
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Notary Public
STATE OF NEW YORK)
COUNTY OF MONROE) ss.:
On this 15 day of May, 1998, before me came Robert E. Lamy, to me known and
--
who, being by me duly sworn, did depose and say that he resides at Fairport, New
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York that he is the President of Logisoft Corp., the New York corporation
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described in and which executed the foregoing instrument: and that he signed his
name thereto by order of the Board of Directors of said corporation.
/s/ David A. White
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Notary Public DAVlD A. WHITE
NOTARY PUBLIC, STATE OF NEW YORK
QUALIFIED IN MONROE COUNTY
COMMISSlON EXPIRES JULY 31, 1999
SCHEDULE A
PARCEL I:
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The Unit designated as Unit No. W-1 together with the undivided interest int be
common elements as described in the Declaration comprising the Condominium known
as Black Watch Office Park Condominium located in the Town of Perinton, County
of Monroe, New York, (hereinafter called the "Property") made under the
Condominium Act of the State of New York, as amended (Article 9-B of the Real
Property Law of the State of New York), dated September 22, 1986 and recorded in
the Office of the County Clerk of Monroe County on the 22nd day of September,
1.986, in Liber 6979 of Deeds, at page 224 (hereinafter called the
"Declaration"), which unit is also designated as Tax Account No. 165-200-04-001
on the Floor Plans of the Buildings, certified by John Bigenwald, P.E., and
filed simultaneously with said Declaration in the Office of the County Clerk of
Monroe County in Civil Action File NO. 11636/86 (hereinafter called the "Unit").
The land area of the property is described as follows:
ALL THAT TRACT OR PARCEL OF LAND, situate in the Town at Perinton, Monroe
County, New York, being part of Lot #46, Township 12, Range 4, and more
particularly bounded and described as follows: beginning at a point which is
described by commencing at the intersection of the south line of
Pittsford-Palmyra Road with the north end of the curve at the east line of Black
Watch Trail; thence running S 66 13' 20" E along the south line of
Pittsford-Palmyra Road a distance of 130.04 feet to the place of beginning of
the parcel hereby intended to be described; thence (1) running S 66 13' 20" E
along the south line of Pittsford-Palmyra Road a distance of 195.45 feet to an
angle point therein; thence (2) running S 80 16' 59" E along the south line of
Pittsford-Palmyra Road a distance of 65.86 feet to an angle point therein;
thence (3) running S 66 13' 20" E along the south line of Pittsford-Palmyra Road
a distance of 125.47 feet to a point; thence (4) running S 21 17' 40" W a
distance of 317.38 feet to a point; thence (5) running N 66 08' 20" W a distance
of 400.00 feet to a point; thence (6) running N 23 51' 40" E a distance of
300.50 feet to the place of beginning, all as shown on a survey made by Dominic
J. Parrone & Associates, P.C., dated April 15, 1985.
TOGETHER with all rights and interest contained or acquired under the
Declaration of Covenants, Easements and Restrictions recorded in the Monroe
County Clerk's Office on September 22, 1986 in Liber 6979 of Deeds, at page 224.
PARCEL II:
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Conveys all that tract or parcel of land situate in the Town of Perinton, Monroe
County, New York and more particularly described as Unit No. W-2, together with
the undivided interest in the Common Elements as described in the Declaration
comprising the Condominium known as Black Watch Office Park Condominium located
in the Town of Perinton, County of Monroe, State of New York, (hereinafter
called the "Property" made under the Condominium Act of the State of New York,
as amended (Article 9-B of the Real Property Law of the State of New York),
dated September 22, 1986, and recorded in the Office of the County Clerk of
Monroe County on the 22nd day of September, 1986, in Liber 6979 of Deeds, page
224 (hereinafter called the "Declaration") which Unit is also designated as Tax
Account No. 165.200-04-002, attached to the floor plans of the buildings,
certified by John Rigenwald P.E. and filed similtaneously with said Declaration
in the Office of the County Clerk of Monroe County in Civil Action File No.
11636/86 (hereinafter called the "Unit"). The land area of the property is
described as follows:
All that tract or parcel of land situate in the Town of Perinton, Monroe County,
New York, being part of Lot #46, Township 12, Range 4, and more particularly
bounded and described as follows:
Beginning at a point which is described by commencing at the intersection of the
south line of Pittsford-Palmyra Road with the end of the curve at the east line
of Black Watch Trail; thence running S 66 13' 20" E, along the south line of
Pittsford-Palmyra Road a distance of 130.04 feet to the place of beginning of
the parcel hereby intended to be described; thence (1) running S 66 13' 20" E
along the south line of Pittsford-Palmyra Road a distance of 196.45 feet to an
angle point therein; thence (2) running S. 80 16' 59" E, along the south line of
Pittsford-Palmyra Road a distance of 65.86 feet to an angle point therein;
thence (3) running S 66 13' 20" E, along the south line of Pittsford-Palinyra
Road a distance of 125.47 feet to a point; thence (4) running S 21 17' 40" W, a
distance of 317.38 feet to a point; thence (5) running N 66 08' 20" W a distance
of 400.00 feet to a point; thence (6) running N 23 51' 40" E a distance of
300.50 feet to the place of beginning, all as shown on a survey made by Dominic
J. Parrone and Associates, P.C. dated April 15, 1985.
TOGETHER with all rights and interest contained or acquired under the
Declaration of Covenants, Easements and Restrictions recorded in the Monroe
County Clerk's Office on September 22, 1986 in Liber 6979 of Deeds, at page 224.