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EXHIBIT 10.58
BILL OF SALE
This Bill of Sale is made on February 12, 2003
BY
FIRST UNION COMMERCIAL CORPORATION,
whose address is One First Union Center, 301 S. College Street, 20th Floor,
Charlotte, NC 28202,
referred to as Seller,
TO
CHASE FACILE, INC.,
whose address is 26 Summer Street, Bridgewater, Massachusetts 02324,
referred to as Buyer.
The words "Buyer" and "Seller" include all Buyers and all Sellers named above.
1. TRANSFER OF OWNERSHIP. The Seller hereby grants, sells, assigns, delivers
and transfers to the Buyer ownership of and title to the property described
below. The Seller has been paid $10.00 and other good and valuable consideration
for making this transfer.
2. PROPERTY. The following property is sold to the Buyer (referred to as the "
Property"); without recourse, representation or warranty as to condition,
quality or operability:
- See Schedule A attached.
3. TITLE. Seller represents and warrants to Buyer that (a) by the terms of
this Bill of Sale, Buyer will acquire good and marketable title to the Property;
and (b) Seller has the right to sell the Property. The Property is being sold in
its " as is" " where is" condition, without representation or warranty by Seller
except as otherwise set forth in this paragraph 3.
4. SIGNATURES. The Seller agrees to the terms of this Bill of Sale.
Attested by: FIRST UNION COMMERCIAL CORPORATION, by its
Parent, WACHOVIA BANK, NATIONAL
ASSOCIATION
/s/ Wendolyn L. London By: /s/ Frances Straus
- --------------------------- -----------------------
Name: Frances Straus
Title: Vice President
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SCHEDULE A
ASSETS - EQUIPMENT
ITEMS
1. Laminator #1 75" Coater -
Comprising: Midland 30" dia. Turret R/S, Web Controls, Corona
Treater, Direct Coater, Static Mixer, Black Clawson Doybel Offset
Coating Unit, (2) Ink Mixers, Midland Ross 30' Flotation Over,
(3) Roll Chill, Midland Ross Turret Unwind with tension control,
Midland Ross Turret Unwind with tension control, Midland Ross
Turret Unwind with tension control, Dual Nip, Midland Ross load
cell station, Arc Machine Turret Rewind 40" dia. with tension
control, Chromalux Hot Oil system for heating nips, Chiller, Two
New Burners and duct work for oven, Honeywell Truline for Process
Control, (2) Zone Controls, (3) set rolls for each configuration,
(24) rubber rollers, (15) engraved rolls
2. Englehard Oxidizer -
Comprising: RTO (3) chamber oxidizer, Additional Stoneware for
Heads, Allen Bradley Controls, Computer Controlled - Fully
Integrated System.
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SECURED CREDITOR'S BILL OF SALE
This Secured Creditor's Bill of Sale is made on February 12, 2003
BY
WACHOVIA BANK, NATIONAL ASSOCIATION, FORMERLY KNOWN AS FIRST
UNION NATIONAL BANK,
whose address is 190 River Road, Summit, New Jersey 07901,
referred to as Seller,
TO
CHASE FACILE, INC.,
whose address is 26 Summer Street, Bridgewater, Massachusetts 02324,
referred to as Buyer.
The words "Buyer" and "Seller" include all Buyers and all Sellers named above.
BACKGROUND
5. Seller has previously made loans to Riverside Acquisition, Inc., n/k/a
Facile Group, Inc., ("Facile Group"), repayment of which loans was guaranteed
by, inter alia, Facile Holdings, Inc., n/k/a Facile, Inc. ("Facile"), and
Riverside Properties, Inc., f/k/a Nylex Properties, Inc. (collectively with
Facile Group, the "Companies"); and secured by a lien on all of the assets of
the Companies (the "Collateral").
6. Facile Group defaulted on its obligations to Seller, and Seller desires to
foreclose on and dispose of certain of the Collateral (the "Foreclosed
Property") pursuant to a foreclosure sale conducted by Seller pursuant to
N.J.S.A. Section 12A:9-610 (the "Foreclosure Sale").
7. Buyer desires to acquire the Foreclosed Property at the Foreclosure Sale in
accordance with the terms hereof.
NOW THEREFORE, with the foregoing recitals being incorporated by reference
herein, Seller and Buyer hereby agree as follows:
TRANSFER OF OWNERSHIP. THE SELLER HEREBY GRANTS, SELLS, ASSIGNS, DELIVERS AND
TRANSFERS TO THE BUYER WHATEVER TITLE THE SELLER HAS IN THE FORECLOSED PROPERTY
MORE FULLY SET FORTH ON THE SCHEDULE OF ASSETS ATTACHED HERETO AS EXHIBIT A AND
INCORPORATED BY REFERENCE HEREIN, EXCLUDING, HOWEVER, (i) THE EQUIPMENT SET
FORTH ON EXHIBIT B ATTACHED HERETO (THE "EXCLUDED EQUIPMENT"). THE BUYER HAS
DELIVERED THE SUM OF $4,807,000 IN CASH TO THE SELLER CONTEMPORANEOUSLY WITH THE
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EXECUTION OF THIS BILL OF SALE, RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED,
TOGETHER WITH OTHER GOOD AND VALUABLE CONSIDERATION FOR MAKING THIS TRANSFER AS
WELL AS THE TRANSFER BEING MADE TO THE BUYER SIMULTANEOUSLY HEREWITH BY SEPARATE
BILL OF SALE FROM FIRST UNION COMMERCIAL CORPORATION.
PROPERTY. THE FORECLOSED PROPERTY IS SOLD TO THE BUYER WITHOUT RECOURSE,
REPRESENTATION OR WARRANTY AS TO CONDITION, QUALITY OR OPERABILITY.
DISCLAIMER. THE FORECLOSED PROPERTY IS BEING SOLD IN ITS "AS IS" "WHERE IS"
CONDITION, WITHOUT REPRESENTATION OR WARRANTY BY SELLER. THERE IS NO WARRANTY
RELATING TO TITLE, POSSESSION, QUIET ENJOYMENT OR THE LIKE IN THIS DISPOSITION.
RELEASE. BUYER HEREBY RELEASES AND FOREVER DISCHARGES THE SELLER, AND ITS
PREDECESSORS, SUCCESSORS AND ASSIGNS, ITS PARENTS, SUBSIDIARIES, OFFICERS,
DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND ATTORNEYS, ANY AFFILIATED
CORPORATIONS, ITS OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS AND
ATTORNEYS, FROM ANY AND ALL CAUSES OF ACTION, SUITS, LIABILITIES, DEBTS,
DAMAGES, CONTROVERSIES, AGREEMENTS, TRESPASSES, JUDGMENTS, EXECUTIONS, DEMANDS
AND CLAIMS OF ANY NATURE WHATSOEVER, WHETHER IN LAW OR IN EQUITY, WHETHER KNOWN
OR UNKNOWN, AND ANY AND ALL RIGHTS, DUTIES, LIABILITIES AND OBLIGATIONS, WHETHER
PRESENTLY ENFORCEABLE OR ENFORCEABLE IN THE FUTURE, BY REASON OF ANY MATTER OR
CAUSE WHATSOEVER FROM THE BEGINNING OF TIME TO THE DATE OF ITS EXECUTION OF THIS
BILL OF SALE ARISING OUT OF OR IN ANY WAY RELATED TO THE FORECLOSURE SALE OR THE
FORECLOSED PROPERTY.
POWER OF ATTORNEY. SELLER HEREBY APPOINTS BUYER, ITS SUCCESSORS AND ASSIGNS, AS
SELLER'S TRUE AND LAWFUL ATTORNEY, WITH FULL POWER OF SUBSTITUTION, IN SELLER'S
NAME BUT ON BEHALF AND FOR THE BENEFIT OF BUYER, ITS SUCCESSORS AND ASSIGNS, TO
DEMAND AND RECEIVE ANY AND ALL OF THE FORECLOSED PROPERTY, AND TO GIVE RECEIPTS
AND RELEASES FOR AND IN RESPECT OF THE SAME AND ANY PART THEREOF, AND FROM TIME
TO TIME TO INSTITUTE AND PROSECUTE IN SELLER'S NAME OR OTHERWISE, FOR THE
BENEFIT OF BUYER, ITS SUCCESSORS AND ASSIGNS, ANY AND ALL PROCEEDINGS AT LAW, IN
EQUITY OR OTHERWISE, WHICH BUYER, ITS SUCCESSORS OR ASSIGNS MAY DEEM PROPER FOR
THE COLLECTION OR REDUCTION TO POSSESSION OF ANY OF THE PROPERTY OR FOR THE
COLLECTION AND ENFORCEMENT OF ANY CLAIM OR RIGHT OF ANY KIND HEREBY SOLD,
CONVEYED, TRANSFERRED AND ASSIGNED, OR INTENDED SO TO BE, AND TO DO ALL ACTS
RELATING TO THE FORECLOSED PROPERTY WHICH BUYER, ITS SUCCESSORS OR ASSIGNS SHALL
DEEM DESIRABLE. SELLER HEREBY DECLARES THAT THE FOREGOING POWERS ARE COUPLED
WITH AN INTEREST AND ARE AND SHALL BE IRREVOCABLE BY SELLER OR BY ITS
DISSOLUTION OR IN ANY MANNER OR FOR ANY REASON WHATSOEVER. TO THE EXTENT THAT
SELLER SHALL INCUR ANY COSTS AND EXPENSES IN CONNECTION WITH BUYER'S EXERCISE OF
THE FOREGOING POWER OF ATTORNEY, INCLUDING WITHOUT LIMITATION, ATTORNEY'S FEES,
BUYER SHALL INDEMNIFY AND HOLD HARMLESS SELLER FOR ALL SUCH COSTS AND EXPENSES.
SIGNATURES. THE SELLER AND THE BUYER AGREE TO THE TERMS OF THIS BILL OF SALE.
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MISCELLANEOUS. THIS AGREEMENT WILL BIND, BENEFIT AND BE ENFORCEABLE BY AND
AGAINST THE PARTIES, THEIR RESPECTIVE HEIRS, PERSONAL REPRESENTATIVES, ESTATES,
SUCCESSORS AND ASSIGNS. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF
COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED WILL BE AN ORIGINAL
HEREOF, AND IT WILL NOT BE NECESSARY IN MAKING PROOF OF THIS AGREEMENT TO
PRODUCE OR ACCOUNT FOR MORE THAN ONE COUNTERPART HEREOF. THIS AGREEMENT SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW JERSEY
AND BUYER CONSENTS TO SUBMIT TO THE JURISDICTION OF THE STATE OR FEDERAL COURTS
OF NEW JERSEY. ANY ACTION BY ANY PARTIES TO THIS AGREEMENT IN ANY WAY RELATING
TO THIS AGREEMENT SHALL BE BROUGHT ONLY AND EXCLUSIVELY IN NEW JERSEY.
SELLER:
Attested by: WACHOVIA BANK, NATIONAL ASSOCIATION
formerly known as First Union National Bank
/s/ Christopher Ford By: /s/ Frances Straus
- -------------------- ---------------------------------
Name: Frances Straus
Title: Vice President
BUYER:
Attested by: CHASE FACILE, INC.
By: /s/ Everett Chadwick
- --------------------------- ---------------------------------
Name: Everett Chadwick
Title: Treasurer
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EXHIBIT A
(FORECLOSED PROPERTY)
All accounts receivable, equipment and inventory owned by Facile, Inc., formerly
known as Facile Holdings, Inc., including without limitation, the property
included in the attachments to this Exhibit A, but excluding the leased
equipment which is set forth on Exhibit B to the Bill of Sale to which this
Exhibit A is attached.
Attachments:
Accounts Receivable
Inventory
Machinery and Equipment
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EXHIBIT B
(EXCLUDED EQUIPMENT)
All equipment leased by Facile, Inc., formerly known as Facile Holdings, Inc.,
including, without limitation, that certain Laminator #1 and Oxidizer which are
being transferred to the Buyer by separate Bill of Sale from First Union
Commercial Corporation contemporaneously herewith.