BIOENGINEERING GROUP DRAFT LOAN DOCUMENTS River Wharf Realty Trust
Correspondence
/tt� oy`` CITY OF SALEM
BUSINESS LOAN PROGRAMS
'i
� o �
CHECKLIST OF REQUIRED DOCUMENTS
The following circled items are necessary to process your application for assistance. Not all items
apply to every apph'cation; only submit those items marked Please make sure that all applicable documents
are included with your application packet to ensure a timely decision on your funding request.
�1.$Completed and signed application as the front page of the packet.
-2.oCompleted Business Plan.
___Z3.$Projected Financial Statements (1 year monthly projections; 2-3 yearly projections)
Show use of loan
_4.6Tota1 project budget. If the project is for construction,you must include a contractor estimate that takes
into account the payment of Davis-Bacon prevailing wages.
5.0 Documentation from other funding sources (private investment; commercial lenders; Small
Business Association;etc.) offering to fund your project together with the city loan.
/6.@A list of the jobs you intend to create (with an emphasis on those jobs to be taken by low- .
__,_/6.
to moderate-income individuals) with a brief description of the positions, projected salary,
and the projected timeframe for hiring these positions.
,g�. *The lease agreement,if available.
_,�8. *Copy of recent property appraisal(s),if available.
l9. lBusiness References,at least three.
X10.Personal financial statements and/or tax returns of each owner/guarantor (last two years).
7,, I1.If the business is existing, include copies of past financial statements and corporate tax
returns (last two years).
12.4DUNS Number Note: If you do not have a DUNS number, apply for one free at
www.dnb.com/US/duns update/. You must have a DUNS number before being the loan
funds are disbursed.
ILI - Lqr6 -- `l��2
3/18/09
03/01/04 16:36 FAX 9787413415 TQGF REAL ESTATE fa001/007
TINTI , QUINN, GR OVER & FREY, P . C.
FACSIMILE TRANSMITTAL SHEET
TO: FROM:
/ � u.
COMPANY: DATE:
FAX NUMB - OTAL NO.OF PAGES INCLUDING COVER:
17
PHONE NUMBERTEIEP}ONE NUMHPR:
c9778-745-8065
`�J�IM R
XNUMER,
8-741-3415
❑URGENT ❑FOR REVIEW ❑PLEASE COMMENT ❑PLEASE REPLY O PLEASE RECYCLE
NOTES/COMMENTS:
' MAR 01 2004
Tt;A� h*etfoP-rd1fR4
71/0
Tins wl-copyis attomegdient privileged and contains confidential information intended onlyfor the person(s)
named above. Anyother dicta ttion,copying or disdome is svictlyprohibited. If you have received this
teletopyin error,please nous immediaoelybyaelephone,and return the original u m"ssionto us by mail
• without making a copy.
222 ESSEX STREET
.. SALEM, MA 01970.3705
TELEPHONE: 978-745-8065 TELEPAX: 978-741-3415
03/01/04 ,16:37 FAX 9787413415 TQCF REAL ESTATE 1@002/007
TNTERCREDITDR AND SUBORDINATION AGREEMENT
This Agreement dated this day of March,2004, by and among Robert G.
Solomon,Trustee of River Wharf Realty Trust,u/d/t dated June 30, 1999,recorded in the
Essex County Registry of Deeds at book 15780,Page 107, with an address c%Tho
Bioengineering Group,Inc., 18 Commercial Street,Salem,MA 01970("Borrower").The
City of Sale,n,a public body,politic and corporate having a place of bnsinescs at 93
Washington Street,Salem,Massachusetts {"Junior Lender")and The Life Insurance
Community Investment Initiative,LLC,a Massachusetts limited liability company
having offices at 420 Boylston Street,Boston,Massachusetts,("Senior Lender").
WHEREAS,the Sonior Lender bas made a certain loan to Borrower in the
original principal amount of Five Hundred Twenty Thousand and 00/100 Dollars
($520,000.00),which loan is evidenced by a Loan Agreement,Commercial Real Estate
Promissory Note,Mortgage, Security Agreement, and Assignment,Assignment of Leases
and Rents,and other related loan documents dated on or about March_,2004
(collectively tho"Senior Debt). The Senior Dcbt and all obligations of the Borrower
under or in respect of the Senior Debt and the loan evidenced thereby, and all other
indebtedness of Borrower to Senior Lender,now existing or hereafter ansi are referred
to herein as the"Senior Indebtedness /h( N
�►�� ,-fes
WHEREAS,the Junior Lendcr has made a certain loan to Borrower,which loan is
evidenced by a Promissory Note and a Mortgage dated in the original
principal amount of and 00/100 Dollars($
which loan i'��+re}e ;er -'referred to as the"Jwrior
Indebtedness .
WHEREAS,the loan agreement relating to the Senior Indebtedness requires that
the Junior Tndebtedness be subordinated to the Senior Indebtedness,and the patties desire
to execute and deliver this Agreement.
NOW THEREFORE,the parties hereto agree as follows:
1. (a) Unless and until this Agreement is terminated by written notice, the Junior
Indebtedness shall be subordinate and junior in right ofpayme o the extent and in the
manner set forth in this Agreement,to the Senior Indebtedness. fa
reavl*ing
Is--- --an difto-.1048 sawo;09b4abeR be paid
s long as the Senior /tick I
Indebtedness shall remain outstanding,the Junior Indebtedness shall not be amended d
without the prior written consent of Senior Lender. in addition,as long as the Senior doff
Indebtedness shall remain outstanding,the Junior Lender will not grant or consent to any
farther or additional subordination of the Junior Indebtedness in whole or in part in favor
of any person other than the Senior Lender without the prior written conernt of the Senior
Lender.
03/01/04 16:37 FAX 9787413415 TQGF REAL ESTATE 0003/007
If the junior Indebtedness is evidenced by a promissory note,mortgage,or other
instrument,the following.,I rendabn1lbetyammauchinetrumani; "This instrument is
subject to the terms of that certain Intercreditor and Subordination Agreement dated
March_,2004,by and between Maker,Lender and The Life Insurance Community
Investment Initiative,LLC".
'(b) The Senior Indebtedness shall be secured by a first priority lien on the
property owned by the Borrower located at 18 Commercial Street, Salem,MA,as fiuther
described in that certain Mortgage,Security Agreement,and Assignment between the
Senior Lender and the Borrower in the amount of Five Hundred Twenty TlwuNwid
($520,000.00)Dollars dated March_2004,and recorded with the Essex County
Registry of Deeds. Junior Londor agrees to execute all docurnmtx requested by Senior
Lender to effectuate the priority of liens described herein.
2. So long as no default shall have occurred with respect to any Senior
Indebtedness,the Borrower will pay the interest and principal due on the Junior
Indebtedness acwrdiag to the terms thereof.
3. Upon notice to Junior Lender that a default shall have occurred with respect to .
any Senior Indebtedness, or in the event soy part of the Senior Indebtedness has been
accelerated,unless and until all Senior Indebtedness shall have been paid in full,the
Borrower will not, and willnot permit any subsidiary,parent, affiliate,officer or director
to directly or indirectly,make or agree to snake any payment(in cash,property or totes,
by aetnff or otherwise)of or in respect of any Junior Indebtedness,including payments of
principal, interest,fees,or expenses.
4. In case any such dcfauli shall have occurred with respect to any Senior
Indebtedness,unless and until all Senior Indebtedness shall have been paid in full,the ,
Junior Lender(nor any assignee or successor holder)shall not:
(a) demand,accept or receive from the Borrower any payment or other
value(whether cash,properly or uutes)on account of the Junior
Indebtedness,including payments of principal,interest,fees,or expenses;
(b) set off or otherwise apply,all or any part of the Junior
Indebtedness towards satisfaction of any obligation of the junior Lender to pn
Borrower;
(c) exercise any of the Junior Lender's rights,remedies,powers,
privileges,and discretions with respect to the Junior Indebtedness,
including without limitation, foreclosure or acceleration of the Junior
Indebtedness; or
(d) unless endorsed in favor of and delivered to the Senior Lender
(immediately upon receipt thereof)demand, accept,or receive any
2
03/01/04 16:38 FAX 9787413415 TQGF REAL ESTATE Q004/007
evidence of,ur collateral for the Junior Indebtedness;
5. In the event that any dividends shall at any time be payable in respect of the
Junior Indebtedness in any bankruptcy proceedings relating to the Borrower,the Junior
Lender expressly agrees that the Senior Lender shall be entitled to receive the same at its
option to apply the same to the Senior Indebtedness,including without limitation interest
accrued with respect to the Senior Indebtedness subsequent to the filing of the relevant (_
bwocraptoy petition At
6. The Junior Lender and Borrower shall each execute all such
instruments and do such other and Bother acts as the Senior Lender ma umt iu
furtherance of the Senior Lender's rights hereunder and/or the purposes of this
Agreement.
7. The Junior Lender hereby designates the Senior Lender as and for the attomey-
in-fact of the Junior Lender to endorse in favor of the Senior Lender any writing
evidencing the Junior Indebtedness and to exercise any and all rights,remedies,powers,
privileges, and discretions of the Junior Lender with respect to the Junior Indebtedness
including,without limitation,the right and power to:prosecute,defend, compromise,
settle,or release any action relating to the Junior Indebtedness,file a proof of claim or
similar pleading in,participate in the place and stead of the Junior Lender in, and receive
any dividend or distribution on account of any bankmptey or insolvency proceeding of In '
Qre Bu[Lower. The within deaignation,being coupled with an interest, is irrevocable until
this Agreement is terminated as provided herein. The Senior Lender shall not be liable
for any act or omission to act pursuant to this paragraph except for any act or omission to
act which is in actual bad faith.
8. The Seuiof Lendor shall have no duty as to the collection or protection nf the
Junior Indebtedness or any income or distribution thereon,beyond the safe custody of
such of the Junior Indebtedness as may come into the possession of the Senior Lender
and shall have no duty as to the preservation of any rights pertaining thereto,including,
without limitation,any rights against prior parties. Th 1_
saSieime tiall a fid;P
9, In the event that the Junior Lender receives any payments on account of the
Junior Indebtedness in violation of this Agreement,the Junior Lender shall hold such
payments m trust for the Senior Lender and sball not commingle such payments with any
other funds of Junior Lender. The Junior Lender shall deliver all such payments to the
Senior Lender immediately upon the receipt thereof by the Junior Lender in the identical
form received, duly endorsed to the Senior Lender.
10, The Junior Lender waives presentment, dcuumd, notice, and protest with
respect to the Senior Indebtedness and/or the Junior Indebtedness and the acceptance of
this Agreement by the Senior Lrnrler- The Junior Lander assents to any indulgence or
waiver which the Senior Lender may grant or give the Borrower and/or any other person
3
03/01/04 16:38 FAX 9787413415 TQGF REAL ESTATE 1005/007
iiablc or obligated to the Seuim Lcndor for or on the Senior Indebtedness. The Junior
Lender authorizes the Senior Leader to alter,amend,cancel,waive,or modify any term
or condition of the Senior Indebtedness and of the obligations of any other person liable
or obligated to the Senior Lender for or on the Senior Indebtedness,without notice to, or
consent from,the Junior Lender. No compromise,settlement,or release by the Senior
Lender of the Senior indebtedness or of the obligations of any such other person and no
release of any collateral securing the Senior Indebtedness or securing the obligations of
any such other person shall affect the obligations of the Junior Lender hereunder. No
action by the Senior Lender which has been assented to herein shall affect the obligations
of the Junior Lender to the Senior Lender hereunder,and the Junior Lender shall in no
event be entitled to any right of subrogation, regardless of any payment made hereunder,
unless and until the Senior Indebtedness shall have been paid in full and discharged.
11. The subordination effected hereby shall not be affected by any fraudulent,
illegal,or improper set by the Borrower,nor by any discharge or invalidity,by operation
of law or otherwise,of the Senior Indebtedness. All interest and costs of collection with
respect to the Senior Indebtedness for which the Borrower has agreed to be liable shall
continue to accrue and shall continue to be Senior indebtedness for purposes of the
subordination effected hereby notwithstanding any stay to the enforcement thereof
against the Borrower or disallowance therefor against the Borrower.
12. The books and records of the Senior Lender showing the account between
the Scniur Lender and the Borrower shall be admissible in any action or proceeding to
enforce the within agreement and shall constitute prima facie evidence and proof of the
item contained therein.
13. In the event(a)the Senior Lender determines that any representation made
by the Borrower or the Junior Lcadcr to the Senior Lender herein was not true or accurate
when given and/or(b)the Borrower or the Junior Lender(or both)fails to promptly,
punctually and faithfully perform or discharge any obligation hereunder or under any
other instrument,or agreement with the Senior Lender,all Senior Indebtedness,and any
and all liabilities,obligations,and indebtedness of the Junior Lender to the Senior
Lender,whether arising hereunder or under airy documont,instnrmcnt,or agreement to
the Senior Lender,shall become immediately due and payable, at the Senior Lender's
option and without notice or demand.
14. The Junior Lender and the Borrower will each pay on demand all J
attorneys' reasonable fees and out-of-pocket expenses incurred by the Senior Lender's
attorneys and all costs incurred by the Senior Lender which are directly or indirectly
related to the Senior Lender's effnrts to preserve, protect,collect,or enforce any of the Nr
obligations of the Junior Lender and/or any of the obligations of the Borrower hereon at
and/or airy of the Senior Lender's rights and remedies hereunder(whether or not suit is
instituted by or against the Senior Lender).
15. The within Agreement incorporates all discussions and negotiations
amongst and between the Borrower,the Junior Lender,and the Senior Leader concerning
4
03/01/04 16:39 FAX 9787413415 TQGF REAL ESTATE 0006/007
Clic subuidination effected hereby. No such discussions or negotiations shall limit,
modify, or otherwise affect the provisions hereof. No provisions hereof may be altered,
amended,waived,canceled,or modified, except by a written instrument executed,sealed,
and acimowledged by a duly authorized officer of the Senior Lender.
16. The Senior Lender may continue to rely upon this Agreement and the
subordination effected hereby with respect to all Senior Indebtedness which may arise
eteaft The repayment and satisfadirnn of all attch Senior Indebtedness shall not
terminate this Agreement and the subordination effected hereby as to Senior Indebtedness
which arise thereafter.
1. 17. The rights,remedies,powers,privileges,and discretions of the Senior
d 'Lender hereunder shall be cumulative and not exclusive of any rights or remedies which
it would otherwise have. No delay or omission by the Senior Lender in exercising or
enforcing any of the Senior Lender's rights and remedies shall operate as, or constitute,a
waiver thereof. No waiver by the Senior Lender of any of the Senior Lender's rights and
remedies or of any default or remedy under any other agreement with the Borrower or the
Junior Lender shall operate as a waiver of any other default hereunder or thereunder. No
exercise of the Senior Lender's rights and remedies and no other agreement or
transaction,of whatever nature,entered into between the Senior Lender and the Junior
Lender and/or between the Senior Lender and the Borrower at any time shall preclude
any other or further exercise of the Senior Lender's rights and remedies. No waiver by
the Senior Lender or any of the Senior Lender's rights and remedies on any one occasion
shall be deemed a continuing waiver. All of the Senior Lender's rights and remedies and
all of the Senior Lender's rights,remedies,powers,privileges, and discretions under any
other agreement with the Junior Lender and/or the Borrower shall be cumulative, and not
alternative or exclusive,and may be exercised by the Senior Lender at such time or times
and in such ordor of prefcrcnw as the Senior Lender in its sole discretion may determine.
The rest ofthis pase is intentionally left bloc
5
03/01/04 16:39 FAX 9787413415 TQGF REAL ESTATE I1007/007
a _
Executed under this seal as of the date and year set forth above.
BORROWER:
River Wharf Reulty Trust
By:Robert G. Solomon
Its:Trustee
JUNIOR LENDER
The City of Salem
By:
Its:
SENIOR LENDER:
The Life Insurance Community Investment
Initiative,LLC
By:
Its:
6
CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY
DEVELOPMENT
FACSIMILE TRANSMITTAL SHEET
TO: FROM:
Bill Quinn Tania Hartford
COMPANY: DATE:
'I`rnti,Quinn,Grover,&Frey,P.C. 3/1/04
FAX NUMBER: TOTAL NO.OF PAGES INCLUDING COVER:
978/745-3369 8
PHONE NUMBER: SENDER'S REFERENCE NUMBER:
978/745-8065 978/745-9595 x311
RE: YOUR REFERENCE NUMBER:
Attached Intercreditor Agreement
❑URGENT ❑FOR REVIEW ❑PLEASE COMMENT ❑ PLEASE REPLY ❑ PLEASE RECYCLE
NO'rEs/COMMENTS:
Bill,
Attached is a draft of the Intercreditor and Subordination Agreement for the River Wharf
Realty Taut loan which is scheduled to close tomorrow at 10:00arrL If you can review it prior to
that I would be very grateful. Let me know if that is a problem
Feel free to contact me here in the Planning Department at 978/745-9595 x311 if you have
questions or require more information.
Thank you,
Tania
120 WASHINGTON STREET
SALEM, MA 01970
THARTFORD@SALEM.COM
I
INTERCREDITOR AND SUBORDINATION AGREEMENT
This Agreement dated this day of March, 2004,by and among Robert G.
Solomon, Trustee of River Wharf Realty Trust, u/d/t dated June 30, 1999, recorded in the
Essex County Registry of Deeds at Book 15780, Page 107, with an address c/o The
Bioengineering Group, Inc., 18 Commercial Street, Salem, MA 01970 ("Borrower"), The
City of Salem, a public body, politic and corporate having a place of business at 93
Washington Street, Salem, Massachusetts ("Junior Lender") and The Life Insurance
Community Investment Initiative, LLC, a Massachusetts limited liability company
having offices at 420 Boylston Street, Boston, Massachusetts, ("Senior Lender").
WHEREAS, the Senior Lender has made a certain loan to Borrower in the
original principal amount of Five Hundred Twenty Thousand and 00/100 Dollars
($520,000.00), which loan is evidenced by a Loan Agreement, Commercial Real Estate
Promissory Note, Mortgage, Security Agreement, and Assignment, Assignment of Leases
and Rents, and other related loan documents dated on or about March , 2004
(collectively the "Senior Debt"). The Senior Debt and all obligations of the Borrower
under or in respect of the Senior Debt and the loan evidenced thereby, and all other
indebtedness of Borrower to Senior Lender, now existing or hereafter arising, are referred
to herein as the "Senior Indebtedness".
WHEREAS, the Junior Lender has made a certain loan to Borrower, which loan is
evidenced by a Promissory Note and a Mortgage dated in the original
principal amount of and 00/100 Dollars ($ ),
which loan, including any future loans, are collectively referred to as the "Junior
Indebtedness".
WHEREAS, the loan agreement relating to the Senior Indebtedness requires that
the Junior Indebtedness be subordinated to the Senior Indebtedness, and the parties desire
to execute and deliver this Agreement.
NOW THEREFORE, the parties hereto agree as follows:
1. (a) Unless and until this Agreement is terminated by written notice, the Junior
Indebtedness shall be subordinate and junior in right of payment, to the extent and in the
manner set forth in this Agreement, to the Senior Indebtedness. If at any time revolving
loans outstanding under the Senior Debt shall be paid in full without terminating such
Senior Debt, subsequent borrowings by the Borrower under the Senior Debt shall
constitute Senior Indebtedness for purposes of this Agreement. As long as the Senior
Indebtedness shall remain outstanding, the Junior Indebtedness shall not be amended
without the prior written consent of Senior Lender. In addition, as long as the Senior
Indebtedness shall remain outstanding, the Junior Lender will not grant or consent to any
further or additional subordination of the Junior Indebtedness in whole or in part in favor
of any person other than the Senior Lender without the prior written consent of the Senior
Lender.
If the Junior Indebtedness is evidenced by a promissory note, mortgage, or other
instrument, the following legend shall be typed on such instrument: "This instrument is
subject to the terms of that certain Intercreditor and Subordination Agreement dated
March_, 2004, by and between Maker, Lender and The Life Insurance Community
Investment Initiative, LLC".
(b) The Senior Indebtedness shall be secured by a first priority lien on the
property owned by the Borrower located at 18 Commercial Street, Salem, MA, as further
described in that certain Mortgage, Security Agreement, and Assignment between the
Senior Lender and the Borrower in the amount of Five Hundred Twenty Thousand
($520,000.00) Dollars dated March 2004, and recorded with the Essex County
Registry of Deeds. Junior Lender agrees to execute all documents requested by Senior
Lender to effectuate the priority of liens described herein.
2. So long as no default shall have occurred with respect to any Senior
Indebtedness, the Borrower will pay the interest and principal due on the Junior
Indebtedness according to the terms thereof.
3. Upon notice to Junior Lender that a default shall have occurred with respect to
any Senior Indebtedness, or in the event any part of the Senior Indebtedness has been
accelerated, unless and until all Senior Indebtedness shall have been paid in full, the
Borrower will not, and will not permit any subsidiary, parent, affiliate, officer or director
to directly or indirectly, make or agree to make any payment (in cash, property or notes,
by setoff or otherwise) of or in respect of any Junior Indebtedness, including payments of
principal, interest, fees, or expenses.
4. In case any such default shall have occurred with respect to any Senior
Indebtedness, unless and until all Senior Indebtedness shall have been paid in full, the
Junior Lender(nor any assignee or successor holder) shall not:
(a) demand, accept or receive from the Borrower any payment or other
value (whether cash, property or notes) on account of the Junior
Indebtedness, including payments of principal, interest, fees, or expenses;
(b) set off or otherwise apply, all or any part of the Junior
Indebtedness towards satisfaction of any obligation of the Junior Lender to
Borrower;
(c) exercise any of the Junior Lender's rights, remedies, powers,
privileges, and discretions with respect to the Junior Indebtedness,
including without limitation, foreclosure or acceleration of the Junior
Indebtedness; or
(d) unless endorsed in favor of and delivered to the Senior Lender
(immediately upon receipt thereof) demand, accept, or receive any
2
evidence of, or collateral for the Junior Indebtedness;
5. In the event that any dividends shall at any time be payable in respect of the
Junior Indebtedness in any bankruptcy proceedings relating to the Borrower, the Junior
Lender expressly agrees that the Senior Lender shall be entitled to receive the same at its
option to apply the same to the Senior Indebtedness, including without limitation interest
accrued with respect to the Senior Indebtedness subsequent to the filing of the relevant
bankruptcy petition.
6. The Junior Lender and Borrower shall each execute all such further
instruments and do such other and further acts as the Senior Lender may request in
furtherance of the Senior Lender's rights hereunder and/or the purposes of this
Agreement.
7. The Junior Lender hereby designates the Senior Lender as and for the attorney-
in-fact of the Junior Lender to endorse in favor of the Senior Lender any writing
evidencing the Junior Indebtedness and to exercise any and all rights, remedies, powers,
privileges, and discretions of the Junior Lender with respect to the Junior Indebtedness
including, without limitation, the right and power to: prosecute, defend, compromise,
settle, or release any action relating to the Junior Indebtedness, file a proof of claim or
similar pleading in, participate in the place and stead of the Junior Lender in, and receive
any dividend or distribution on account of, any bankruptcy or insolvency proceeding of
the Borrower. The within designation, being coupled with an interest, is irrevocable until
this Agreement is terminated as provided herein. The Senior Lender shall not be liable
for any act or omission to act pursuant to this paragraph except for any act or omission to
act which is in actual bad faith.
8. The Senior Lender shall have no duty as to the collection or protection of the
Junior Indebtedness or any income or distribution thereon, beyond the safe custody of
such of the Junior Indebtedness as may come into the possession of the Senior Lender
and shall have no duty as to the preservation of any rights pertaining thereto, including,
without limitation, any rights against prior parties. The Senior Lender may proceed with
respect to the Junior Indebtedness without resort or regard to other collateral or sources of
satisfaction of the Senior Indebtedness.
9. In the event that the Junior Lender receives any payments on account of the
Junior Indebtedness in violation of this Agreement, the Junior Lender shall hold such
payments in trust for the Senior Lender and shall not commingle such payments with any
other funds of Junior Lender. The Junior Lender shall deliver all such payments to the
Senior Lender immediately upon the receipt thereof by the Junior Lender in the identical
form received, duly endorsed to the Senior Lender.
10. The Junior Lender waives presentment, demand, notice, and protest with
respect to the Senior Indebtedness and/or the Junior Indebtedness and the acceptance of
this Agreement by the Senior Lender. The Junior Lender assents to any indulgence or
waiver which the Senior Lender may grant or give the Borrower and/or any other person
3
liable or obligated to the Senior Lender for or on the Senior Indebtedness. The Junior
Lender authorizes the Senior Lender to alter, amend, cancel, waive, or modify any term
or condition of the Senior Indebtedness and of the obligations of any other person liable
or obligated to the Senior Lender for or on the Senior Indebtedness, without notice to, or
consent from, the Junior Lender. No compromise, settlement, or release by the Senior
Lender of the Senior Indebtedness or of the obligations of any such other person and no
release of any collateral securing the Senior Indebtedness or securing the obligations of
any such other person shall affect the obligations of the Junior Lender hereunder. No
action by the Senior Lender which has been assented to herein shall affect the obligations
of the Junior Lender to the Senior Lender hereunder, and the Junior Lender shall in no
event be entitled to any right of subrogation, regardless of any payment made hereunder,
unless and until the Senior Indebtedness shall have been paid in full and discharged.
11. The subordination effected hereby shall not be affected by any fraudulent,
illegal, or improper act by the Borrower, nor by any discharge or invalidity, by operation
of law or otherwise, of the Senior Indebtedness. All interest and costs of collection with
respect to the Senior Indebtedness for which the Borrower has agreed to be liable shall
continue to accrue and shall continue to be Senior Indebtedness for purposes of the
subordination effected hereby notwithstanding any stay to the enforcement thereof
against the Borrower or disallowance therefor against the Borrower.
12. The books and records of the Senior Lender showing the account between
the Senior Lender and the Borrower shall be admissible in any action or proceeding to
enforce the within agreement and shall constitute prima facie evidence and proof of the
items contained therein.
13. In the event (a) the Senior Lender determines that any representation made
by the Borrower or the Junior Lender to the Senior Lender herein was not true or accurate
when given and/or (b) the Borrower or the Junior Lender(or both) fails to promptly,
punctually and faithfully perform or discharge any obligation hereunder or under any
other instrument, or agreement with the Senior Lender, all Senior Indebtedness, and any
and all liabilities, obligations, and indebtedness of the Junior Lender to the Senior
Lender, whether arising hereunder or under any document, instrument, or agreement to
the Senior Lender, shall become immediately due and payable, at the Senior Lender's
option and without notice or demand.
14. The Junior Lender and the Borrower will each pay on demand all
attorneys' reasonable fees and out-of-pocket expenses incurred by the Senior Lender's
attorneys and all costs incurred by the Senior Lender which are directly or indirectly
related to the Senior Lender's efforts to preserve, protect, collect, or enforce any of the
obligations of the Junior Lender and/or any of the obligations of the Borrower hereunder
and/or any of the Senior Lender's rights and remedies hereunder(whether or not suit is
instituted by or against the Senior Lender).
15. The within Agreement incorporates all discussions and negotiations
amongst and between the Borrower, the Junior Lender, and the Senior Lender concerning
4
the subordination effected hereby. No such discussions or negotiations shall limit,
modify, or otherwise affect the provisions hereof. No provisions hereof may be altered,
amended, waived, canceled, or modified, except by a written instrument executed, sealed,
and acknowledged by a duly authorized officer of the Senior Lender.
16. The Senior Lender may continue to rely upon this Agreement and the
subordination effected hereby with respect to all Senior Indebtedness which may arise
hereafter. The repayment and satisfaction of all such Senior Indebtedness shall not
terminate this Agreement and the subordination effected hereby as to Senior Indebtedness
which arise thereafter.
17. The rights, remedies,powers, privileges, and discretions of the Senior
Lender hereunder shall be cumulative and not exclusive of any rights or remedies which
it would otherwise have. No delay or omission by the Senior Lender in exercising or
enforcing any of the Senior Lender's rights and remedies shall operate as, or constitute, a
waiver thereof. No waiver by the Senior Lender of any of the Senior Lender's rights and
remedies or of any default or remedy under any other agreement with the Borrower or the
Junior Lender shall operate as a waiver of any other default hereunder or thereunder. No
exercise of the Senior Lender's rights and remedies and no other agreement or
transaction, of whatever nature, entered into between the Senior Lender and the Junior
Lender and/or between the Senior Lender and the Borrower at any time shall preclude
any other or further exercise of the Senior Lender's rights and remedies. No waiver by
the Senior Lender or any of the Senior Lender's rights and remedies on any one occasion
shall be deemed a continuing waiver. All of the Senior Lender's rights and remedies and
all of the Senior Lender's rights, remedies, powers, privileges, and discretions under any
other agreement with the Junior Lender and/or the Borrower shall be cumulative, and not
alternative or exclusive, and may be exercised by the Senior Lender at such time or times
and in such order of preference as the Senior Lender in its sole discretion may determine.
The rest of this page is intentionally left blank.
5
Executed under this seal as of the date and year set forth above.
BORROWER:
River Wharf Realty Trust
By: Robert G. Solomon
Its: Trustee
JUNIOR LENDER
The City of Salem
By:
Its:
SENIOR LENDER:
The Life Insurance Community Investment
Initiative, LLC
By:
Its:
6
COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, ss.
On this day of March, 2004, before me, the undersigned notary public,
personally appeared Robert G. Solomon,proved to me through satisfactory evidence of
identification, which was his driver's license, to be the person whose name is signed on
the preceding or attached document, and acknowledged to me that he signed it voluntarily
for its stated purpose as Trustee of the River Wharf Realty Trust.
Notary Public
COMMONWEALTH OF MASSACHUSETTS
SUFFOLK, ss.
On this day of March, 2004, before me, the undersigned notary public,
personally appeared , proved to me through satisfactory
evidence of identification, which was his driver's license, to be the person whose name is
signed on the preceding or attached document, and acknowledged to me that he signed it
voluntarily for its stated purpose, on behalf of The Life Insurance Community Investment
Initiative, LLC.
Notary Public
COMMONWEALTH OF MASSACHUSETTS
ESSEX, ss.
On this _ day of March, 2004, before me, the undersigned notary public,
personally appeared , proved to me through satisfactory evidence
of identification, which was his/her , to be the person whose
name is signed on the preceding or attached document, and acknowledged to me that
he/she signed it voluntarily for its stated purpose, on behalf of The City of Salem.
Notary Public
G:\4330\Documents\intercreditor subordination agreement.doc
7
C
CITY OF SALEM
r DEPARTMENT OF PLANNING AND
COMMUNITY DEVELOPMENT
STANLEY J. USOVICZ,JR.
MAYOR 120 WASHINGTON STREET•SALTM,MASSACHUSETTS 01970
JOSEPH P.WALSH,JR. TEL:978-745-9595.FAX:978-740-0404
DIRECTOR
April 8, 2004
Wendi Goldsmith,President
The Bioengineering Group, Inc.
18 Commercial Street
Salem,MA 01970
RE: City of Salem Loan
Dear Ms. Goldsmith:
Thank you for your participation in the City of Salem Business Loan Program. Enclosed are copies
of the executed loan documents for your files.
Beginning May 15, 2004,your loan will begin repayment. For your information,the loan was set-up
with Salem Five Savings Bank using the following terms:
Original Loan Amount: $135,925.00
Interest rate: 4.00%
Term: 10 years (120 months)
Payments: Monthly payments of$1,376.17
Start Date: May 15, 2004 (payments monthly)
Maturity Date: May 1, 2014
Please contact me at 978/745-9595 x311 if you have questions about the loan terms or if you do not
receive a payment booklet from Salem Five within 30 days.
Sincerely yours,
T Hartford
Economic Development Planner
Enclosures
Mar-03-04 02:45pm From-Kutchin d Rufo, P.C. 617 542 3001 T-130 P.002/004 F-530
Ku mm & RuFo, F.C.
COUNSELLORS AT LAW
155 FEDHRAL STREET
BOSTON, MASSACHUSETTS 02110-1727
(617) 542-3000
FACSIMME(617)542-3001
VIA FEDEX March 2,2004
Eastern Bank
1 Eastem Place
Lym1,MA 01901
Re: City of Salem Loan Payoff for The Bioengineering Group,Inc.
Loan No.: 7777723
Dear Madam/Sir:
Enclosed is a check in the amount of$26,635.03 as payment in full of the above
referenced loan together with a copy of your Payoff Statem=O- Please prepare and
forward to the undersigned a Discharge of Mortgage as soon as possible. Thank you for
your assistance in this matter.
Very truly yours.
Cathryn A-Meagher
Legal Assistant
/CAM
Enclosures
F_L}33Q,1,�ro+jg�PayoffEagtmaDO('
War-03-04 02:45pm Fra&-Kutchin 8 Rufo, P.C. 617 542 3001 T-130 P.003/004 F-530
CITY OF SALEM
a s
DEPARTMENT OF PLANNING AND
COMMUNITY DEVELOPMENT
STAM"J.VSOYIIZ,3R.
MAYOR 12o WAsHiNG oN STRFer•SALe,%Mnssncxust'rts O1970
JOSEPH P WAM,JR. TEL 978-7459595•FAX 978-740-04M
DIRECTOR
March 1,2004
1143.Wendi Goldsmith
River Wharf Realty'Tnist
18 Commercial Street
Salem,MA 10970
RE:City of Salem Loan Payoff
Dear Ms.Goldsmith:
As we discussed,your loan payoff for The Biomemee ring Group, Inc. (Loan #7777723) through
February 27,2004 is $2659893 with a daily per diem of$3.61- This payoff should be made directly
to Eastern Bank,who services this account.
Also, I will need a copy of the property appraisal prior to our loan closing. Please have your
attorney forward me a copy as soon as possible.
Feel free to contact me at 978/745-9595 8311 or rhartford@salem.com should you have questions
regarding this matter.
Sincerelyyours
Ec omic Development Planner y
cc: Attorney Andrew Stemplerm
,Kinchm.t�SL Rufo (Via facsimile)
r
Lar-03-04 02:46pm from-Kutchin 8 Rufo, P.C- 617 542 3001 T-130 P-004/004 F-530
r
KUTCHIN & RUFO P.C. X77777 5686
IOLTA ACCOUNT
155 FEDERAL ST.,17TH FLR.
BOSTON,MA 02110 y-yy1lit0
PATE .rxl ng.
PAY_ ......e.N._.�_
8 (1
' -TwaK� Ary%3�sy�c� 3i)/ hur� .n l f� -�'JQ- Ck^rk a h9c`— oauARsit
Boston PtivateBank 6r.Tnu t Company
Beam,Mssm nwm OZ109
y7'.To w
s'005686s' -90110023431: 40560s•
Mar-03-04 02:45pm Fran-Kutchin 8 Ruta, P . 617 542 $001 T-130 P.001/004 F-530
KUTCHIN & RUFO, P.C.
COUNSELLORS AT LAW
155 FEDERAL STRUT
BOSTON, MASSAC14USETTS 02110-2210
(617) 542-3000
FACSIMILE(617) 542-3001
To: Tania Hartford
Company: City of Salem
Phone:
Fax: 978-740-0404
From: Andrew P. Stempler,Esq.
Client No.:
Phone: (617) 542-3000
Fax: (617) 542-3001
Date: March 3, 2004
Pages including this LL4 4Jh:C1l�N�
cover page: rr�rMry� �rAR 03 2004
Comments:
CONFIDENTTAI.ITY NOnCE
The documents aeeornpmymg this Facsimile Cover Sheet contain information from Kutchin&Rufo which
is canfidemial or privileged. The information is intended solely for the use of the individuallea ty named
above. If you are not the intended recipient,be aware that any disclosure,copying,distribution or use of the
contents of this Facsimile Transmission is prohibited If you have received this FAX in error,please notify
us by telephone,immediately,m arrange for reaieval of the doctunents.
CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT
MEMORANDUM
TO: Julia Medina
FROM: Tania Hartford, ED Planner \K
SUBJECT: River Wharf Realty Trust- Loan Drawdown
DATE: March 2, 2004
Please redeposit the attached check made out to Eastern Bank and The Bioengineering
Group, Inc. for$26,649.47. Wendi Goldsmith,President of The Bioengineering Group,is
using proceeds from her first mortgage to repay this debt and therefore does not need this
payoff.
Thank you!
C ,
i02/23/04 1 - '" ec3bg ed loan �, t '� ; � 26,649 47 1,70199
I
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for
13032 EASTERN ' 94000 02/26/2004 $2,,,6447
----------- ----- --
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t1� :'CYtTY OFR$ALE TTS 8=wn �F pATEo,. -CHECK
""NUMBER' 0
SALEM MASSACHUSE-
NDNDttiog
ACCGM1IIT 2t to
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$26 64947
THE SUMS DOLS AND 47 CENT$ s a o A
PAY TO4THE4,EASTERN BANK"AND m
ORDER DF BIOENGINEERING"GROUP INC a
18 COMMERCIAL STREET
SALEM';' MA01970P_, _W ie
Cm'�REASUREF � 1
I I
n■ 9400011' 1 2110701751: 1 L04 L4 L0 611'
�I
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'See Reverse Side For Easy Opening Instructions"
I
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CITY OF SALEM
120 WASHINGTON STREET
.i SALEM, MASSACHUSETTS 01970
I I
I I
I I y
I P_
I I
EASTERN BANK AND g
BIOENGINEERING GROUP INC
18 COMMERCIAL STREET
SALEM MA 01970
, I
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CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT
MEMORANDUM
TO: Julia Medina
FROM: Tania Hartford x
SUBJECT: Tinti,Quinn, Grover, &Frey, P.C.
DATE: March 2, 2004
Attached is an invoice for Tinti, Quinn, Grover, & Frey, P.C. to pay for legal services
associated with the review of the River Wharf Realty Trust (The Bioengineering Group, Inc.)
Economic Development Loan. The request is appropriate for payment out of the
Community Development Block Grant (CDBG). Please issue a check in the amount of
$750.00 made out to:
Tinti,Quinn, Grover, &Frey,B.C.
222 Essex Street
Salem,MA 01970
Please hold the check for me to distribute.
Thank you!
�,n�ONU1T��4
CITY OF SALEM
s S DEPARTMENT OF PLANNING . AND
AB�iMIN6���^
COMMUNITY DEVELOPMENT
STANLEY J. USOVICZ,JR. -
MAYOR 120 WASl lwcr0N Smart•SALrM,MASSACHIISEITS 01970
JOSEPH P. WALSI-I,JR. TEL 978-745-9595 • PAX:978-740-0404
DIRECTOR
INVOICE
ECONOMIC DEVELOPMENT LOANS
LEGAL SERVICES
March 2, 2004
Recipient: Tinti,Qtnnn, Grover,&Frey,P.C.
222 Essex Street
Salem,MA 01970
Federal ID#:
Payment Request: $750.00
Services Rendered: Legal Review of Loan Documents for: River Wharf Realty Trust
Funding Source: CDBG
Check Status: Please hold check for distribution by Tania Hartford
Denise S. McClure,AICP T nia Ha or
Deputy Dinctor Manager
10:3/01/04 17:21 FAX 9787413415 TQCF REAL ESTATE R002
s
TINTI, QUINN, GROVER & FREY, P.C.
222 ESSEX STREET
SALEM,MASSACHUSETTS 019703705
WIIUAM J.TINTI TELEPHONE WILLIAM B.ARDIFF(1965-1995)
unciad.d6.. (978)7454065• (978)7442949
MARCIA MULFORD CWWILLIAM F.QUINNQ( � OF COUNSELLINSF3.
WiliamFQui @col.mu TEIEDOPIER
M DROVER (978)74.5-3369
SCOTT
wwwximilaw.c
emgrova®d.46wc m
MARC P.FREY
mp&ey9NnN1aw.c=
3/1/2004
Ms. Tania Hartford
Salem Redevelopment Authority
C/o Salem Planning Dept.
120 Washington Street
Salem, MA 01970
RE: Review River wharf Realty Trust Loan Documents t
FOR PROFESSIONAL SERVICES: $ 750.00
William F. Quinn fee for conferences with SRA staff and
review of loan to River Wharf Realty Trust secured by real estate,
including review of commitment letter, loan agreement, note,
mortgage and security agreement and related documents; also
review and editing of Intercreditor and Subordination Agreement.
File 7145-1
-42;/01/04 17:21 FAX 9787413415 TQGF REAL ESTATE f{Ij001
TINTI , QUINN, GROVER & FREY, P . C.
FACSIMILE TRANSMITTAL SHEET
r FROM.
OOWANY: 5'eX DATE: ^// O
�
Wl��I.IDERi . D �� TOTAL NO.OF PAGES INCLUDING COVER:
//!7J
PHONE NLrAdBFIL TELEPHONE NUMBER:
978-7458065
RE: TEUEFAX NUbSE14
978-741-3415
❑URGENT ❑FOR REVIEW ❑PLEASE COMMENT ❑PLEASE REPLY ❑PLEASE RECYCLE
NOTES/00hamNtS:
All , -/ fig 4xc� �n c4se
This telecopys atromegdient privileged and contains on dident4l idommuon intended only for the person(s)
named above Aayother distxibution,espying or disclosure is strictlypmhbired. If you have received this
telecopyin error,please notify us immediately by telephone,and return the original tmsmssion to us by mail
without ntaldng a copy.
222 ESSEX STREET
SALEM, MA 01970.3705
TELEPHONE: 978.745-8065 TELEFAX: 978.741-3415
Tania Hartford
From: Andrew P. Stempler[astempler@kutchinrufo.com]
Sent: Monday, March 01, 2004 4:23 PM
To: williamfquinn@aol.com
Cc: Tania Hartford; wgoldsmith@bioengineering.com
Subject: 18 Commercial Street, Salem, MA
intercreditor intercreditor
subordination ag... subordination ag...
Bill,
Thanks for turning around your comments, all of which I implemented. You
referenced the terms "Promissory Note" in a few places. I changed that to
"Senior Debt" since the note, mortgage, etc. are defined as such. Attached
are a redlined and clean version of the documents. Thanks again.
Regards,
Andrew
Andrew P. Stempler, Esq.
Kutchin & Rufo, P.C.
155 Federal Street
Boston, MA 02110
Tel: (617) 542-3000
Fax: (617) 542-3001
mailto:astempler@kutchinrufo.com
1
tom
CITY OF SALEM
c
DEPARTMENT OF PLANNING AND
COMMUNITY DEVELOPMENT
STANLEY J.USOVICZ,JR.
MAYOR 120 WASHINGTON STREET•SALEK MASSACHUSETTS 01970
JOSEPH P.WALSH,JR. TEL 978-745-9595•FAX:978-740-0404
DIRECTOR - -
March 1, 2004
Ms.Wendi Goldsmith
River Wharf Realty Trust
18 Commercial Street
Salem,MA 10970
RE: City of Salem Loan Payoff
Dear Ms. Goldsmith:
As we discussed, your loan payoff for The Bioengineering Group, Inc. (Loan #7777723)through
February 27, 2004 is $26,598.93 with a daily per diem of$3.61. This payoff should be made directly
to Eastern Bank,who services this account.
Also, I will need a copy of the property appraisal prior to our loan closing. Please have your
attorney forward me a copy as soon as possible.
Feel free to contact me at 978/745-9595 x311 or thartford�salem.com should you have questions
regarding this matter.
Sincerely yours,
a Hartford
Economic Development Planner
cc: Attorney Andrew Stempler,Kutchin&Rufo (via facsimile)
r2A - --.
CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY
DEVELOPMENT
FACSIMILE TRANSMITTAL SHEET
TO: FROM:
Attomey Andrew Stempler Tania Hartford
COMPANY: DATE:
Kutchm&Rufo 3/1/04
FAX NUMBER: TOTAL NO.OF PAGES INCLUDING COVER:
617/542-3001 2
PHONE NUMBER: - SENDER'S REFERENCE NUMBER:
978/745-9595 x311
RE: YOUR REFERENCE NUMBER:
See attached letter
❑URGENT ❑FOR REVIEW ❑PLEASE COMMENT ❑PLEASE REPLY ❑ PLEASE RECYCLE
NOTES/COMMENTS: -
See attached
120 WASHINGTON STREET
SALEM, MA 01970
THARTFORD®SALEM.COM
—N QUINN , GROVER & FREY , P . C .
4
,ZAGSIM4I-6 TRANSMITTAL SHEET
TO---.%
�Q �I�d FROM: �•�, � _; .-.
COMPANY,,J _ DATE: -
G/�V•/7/'��,
Aye
FAX NUMBER TOTAL NO.OF PAGES INCLUDING COVER:
PHONE NLMMER TELEPHONE NUMBER.-
978-745-8065
UMBER:978-745-8065
RE: TELEFAX NUMBER
VriY I' 978-741-3415
❑URGENT ❑FOR REVIEW ❑PLEASE COMMENT ❑ PLEASE REPLY ❑ PLEASE RECYCLE
NOTES/COMMENTS:
�j
®
'a
Ilk fd �oes f
d d��i�ov�uod�
FEB 2 6 2004
This telecopy is attorney-client privileged and contains confidential information intended only for the person(s)
named above. Any other distribution,copying or disclosure is strictly prohibited. If you have received this
telecopyin error,please notify us immediately by telephone,and return the original tmsmission to us by mail
without malting a copy.
222 ESSEX STREET
SALEM, MA 01970-3705
TELEPHONE: 978-745-8065 TELEFAX: 978-741-3415 i
t
PERSONAL GUARANTY
To induce the City of Salem, hereinafter referred to as the "LENDER", to extend credit
and other financial consideration and accommodation to River Wharf Realty Trust
hereinafter, referred to as the `BORROWER", the undersigned, unconditionally
guarantees the prompt and complete payment and performance of all liabilities and
obligations of the One Hundred Thirty Five Thousand Nine Hundred Twenty Five /
Dollars and 00/100 ($135,925.00) loan to the BORROWER evidenced by the Notekn
that amount dated March 1, 2004.
The term "liabilities and obligations," shall be deemed to include any and all obligations
on the part of the BORROWER or any one or more of them to pay money and to perform
or to refrain from performing acts or things arising under or by virtue of any undertaking
entered into simultaneously with or subsequent to the execution of this guaranty and shall
be deemed further, to include all obligations of the BORROWER to the LENDER now
existing or hereafter arising, whether direct or indirect, absolute or contingent, due or to
become due, regardless of how they may rise or by what instrument or instruments they
may be evidenced or whether evidenced by any instrument and shall include the costs of
collection incurred by the Bank, including reasonable attorney's fees, in enforcing any
particular liability or obligation (including the costs of foreclosing on any collateral given
to secure any such liability or obligation) and in enforcing this guaranty.
This guaranty is a continuing guaranty and shall remain in full force and effect unless and
until terminated by the undersigned, or any one or more of them, in respect to his
individual liability, by giving notice of his intention to do so, such notice to be mailed,
postage prepaid, by registered mail, return receipt requested, to the LENDER at the City
of Salem, Department of Planning and Community Development, 120 Washington Street,
Salem, Massachusetts 01970, or to such other address designated by LENDER.
Notwithstanding the giving of any such notice of termination or termination, this
guaranty shall remain effective with respect to any liability or obligation incurred or
contracted by the BORROWER prior to its acceptance in writing by the LENDER.
The liability of each of the undersigned shall be absolute and unconditional without
regard to the liability or obligation, presentment, demand, notice, protest and all other
demands and notices in connection with the delivery, acceptance, performance, default or
enforcement of this guaranty or of any liability or obligation guaranteed hereby, and, in
general, waive any and all suretyship defenses or defenses in the nature thereof. The
undersigned do hereby consent without notice to any extension of time for payment or
performance, forbearance to collect or enforce and to any other indulgence granted by the
LENDER to the BORROWER or any one or more of them, to the release of any person
primarily or secondarily liable hereunder or under any liability or obligation guaranteed
hereby to the substitution, exchange or release of collateral given to secure this guaranty
or to secure any liability or obligation guaranteed hereby.
Any sums credited by or due from the LENDER to any one or more of the undersigned or
any property of any one or more of the undersigned in the possession of the LENDER
may at any time be held as collateral for the payment or performance of the obligations of
the undersigned or any one or more of them hereunder. Regardless of the adequacy of
collateral, the LENDER may apply such sums against the obligations of the undersigned
or any one or more of them hereunder. This guaranty shall insure to the benefits of the
—WG
LENDER, its successors and assigns. This guaranty shall be binding upon the
undersigned, their respective administrators, executors, heirs and personal
representatives.
This guaranty shall be construed as an instrument under seal and in accordance with the
law of the Commonwealth of Massachusetts.
IN WITNESS WHEREOF, We hereunto set our hands and seals this 1s` day of March,
2004.
Witness Wendi Goldsmith,
Individually
7 Mall Street
Salem, MA 01970
WG
LOAN AGREEMENT
THIS AGREEMENT,made this V day of March 2004,by and between the City of Salem,through
its Department of Planning and Community Development(hereinafter referred to collectively as"the
City")River Wharf Realty Trust (hereinafter referred to as the`Borrower"� p,
WITNESSETH �ine®✓► Gro ve � Tic� .�P✓rrra�,o.r hFFhste, .
THAT:THAT:
WHEREAS, the City has created the Business Loan Program to provide financial assistance to
Salem businesses; and
WHEREAS, the Business Loan Program is being funded with federal monies through the
Department of Housing and Urban Development Community Development Block
Grant Program; and
WHEREAS, the disbursement of Community Development Block Grant funds is subject to
compliance with regulations set forth in 24 Code of Federal Regulations, Part 570;
and
WHEREAS, the Borrower has submitted an application fo sistan��ee to the Sma Business Loan
rogram ta,A" &P 6oTk tuk rrawcr and
O'fNGy1II -es /�� fat
WHEREAS, the City has approved the submitted application and has awarded$135,925.00 in loan
funds for the project;
NOW, THEREFORE, THE PARTIES HERETO DO AGREE AS FOLLOWS:
1) The City agrees to loan$135,925.00 to the-Borrower pursuant to the terms and conditions
contained in a Note, Mortgage and-Security'Agreement, and associated loan documentation
which the Borrower agrees to execute
and comply with all the provisions thereof.
2) The Borrower will only us e 1oT'"r"reyma�nci/ng and
77settling'debt currently held by River
Wharf Realty Trust andThis includes the balance of debt,
interest charges and fees associated with this debt.
3) The first installment of$50,000 shall be dispersed upon closing and the remaining balance will
be dispersed upon submittal of invoices for eligible expenses unless other wise agreed by the
city. The Borrower(s)must submit invoices for use of the first installment before the remaining
balance is paid. )4 f�/A-k
�
r '
4) "' , �. mustpay iri full the current loan with the City of Salem using
the first installment of the loan disbursed at the closing. No other funds will be dispersed until
this loan is paid in full. L u_' ���, p1
�„.a 60-fKo $ Wi
5) The Borrows will continue business at 18 Commercial Street in Salem, MA.
6) The Borrower,will comply with all city ordinances and regulations.
RS
WG
7) TheAorrow will fulfill all public benefit requirements as stated in Attachment A of this
agreement.
A
8) The rrowert ,q to fulfill all federal certifications stated in Attachment B of this agreement.
9) The Borrow�e'r 11 allow the City of Salem to publicize their financial assistance of the project at
20 Commercial Street. Forms of publicity will include all press coverage,ribbon cutting,display
of sign in the storefront window, and all other forms of marketing deemed appropriate by the
City of Salem.
Signed and sealed this V day of March 2004
River Wharf Realty Trust
By:
Robert Solomon, Trustee
By: U
Wendi Goldsmith, Beneiteiftry- �V�ASl tvt¢
City of Salem
By:
Director
Planning and Community Development
_ RS
WG
EXHIBIT A
JOB CREATION COMMITMENT FORM
/�/�y/�, ,..t '. A
As part of the terms of said loan, the 0orr�ovLer agree kto c2�ate 10 full-time equivalent jolis within'
two years from the date ofclosing,with 5 ofthosejobs being made available to or filled by low-and
moderate-income persons. The borrower�grees to provide training for any of those jobs requiring
special skills or education. &*XqL
A
The�6rrower w flintain a listing by job title of the permanent jobs filled,and which jobs ofthose
were available to low- and moderate-income persons, and a description of how first consideration
was given to such persons for those jobs.
The borrowei�s011 indicate which low- and moderate-income persons were hired. For each job
filled by a low-and moderate-income employee,the borrower will provide information on this size
and annual income of the family.
The City will monitor the project periodically throughout its duration and will provide technical
assistance to the Contractor in meeting the obligations of this agreement. All said documentation on
the jobs created must be made available to the City upon request.
Project monitoring will continue until there is mutual concurrence that the job "availability"
commitments contained herein have been fulfilled.
_ RS
WG
Y
ATTACHMENT B
TIFICATIONS
As part of the loan agreement, the(o.: eTa ees'to the owing certifications required by
federal law for the use of these fun
Non-Discrimination
Businesses or persons assisted with Federal funding agree that they not discriminate against any
employee or applicant for employment because of race, color, creed, religion, ancestry, national
origin, sex, disability or other handicap, age, marital status, sexual orientation, familial status or
status with regard to public assistance and that affirmative action will be undertaken to insure that all
employment practices are free from such discrimination. Such employment practices include but are
not limited to the following: hiring, upgrading, demolition, transfer, recruitment or recruitment
advertising, layoff, termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship.
Section 3
Businesses or persons receiving Federal assistance shall comply with the provisions of Section 3,the
regulations set forth in 24 CFR 135,and all applicable rules and orders issued hereunder,prior to the
execution of loan documents. The following language shall be included in all contracts executed
under this loan project:
"The work to be performed under this contract is a project assisted under a program
providing direct federal financial assistance from HUD and is subject to the
requirements of Section 3 of the Housing and Urban Development act of 1968, as
amended, 12 U.S.C. 1701. Section 3 requires that to the greatest extent feasible
opportunities for training and employment be given to lower income residents of the
project area and contracts for work in connection with the project be awarded to
business concerns which are located in, or owned in substantial part by persons
residing in the areas of the project."
Davis-Bacon
CDBG: Housing and Community Development Act of 1974, as amended; Section 110:
a) All laborers and mechanics employed by contractors or subcontractors in the
performance of construction work financed in whole or in part with assistance
received under this title shall be paid wages at rates not less than those prevailing on
similar construction in the locality as determined by the Secretary of Labor in
accordance with the Davis-Bacon Act, as amended...
b) Subsection a) shall not apply to any individual that-
1) Performs services for which the individual volunteered;
2) A) does not receive compensation for such services; or
B) is paid expenses, reasonable benefits, or a nominal fee for such services;
and
3) Is not otherwise employed at any time in the construction work.
_ RS
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NOTE
March 1, 2004 Salem, Massachusetts
FOR VALUE RECEIVED,the undersigned,River Wharf Realty Trust("Borrower")dated
March 1,2004 promise(s)to pay to the City of Salem("Note Holder"),or order,the principal sum of
One Hundred Thirty-Five Thousand Nine Hundred Twenty-Five Dollars and 00/100($135,925.00)
with interest on the unpaid principal balance from the date of this Note,until paid,at the rate of Four
percent (4.00%) per annum. Principal and interest shall be payable at the Salem Department of
Planning and Community Development, 120 Washington Street, Salem,Massachusetts, or at such
other place as the Note Holder may designate. The Borrower shall pay monthly principal and
interest payments of One Thousand Three Hundred Seventy-Six Dollars and 17/100($1,376.17)for
One Hundred Twenty (120) consecutive months commencing April 15, 2004. Such monthly
installments shall continue until the entire indebtedness evidenced by this Note is fully paid,except
that any remaining indebtedness, if not sooner paid, shall be due and payable on April 1, 2014.
If any installment under this Note is not paid when due and remains unpaid after a date
specified by a notice to Borrower, the entire principal amount outstanding and accrued interest
thereon shall at once become due and payable at the option of the Note Holder. The date specified
shall not be less than thirty (30) days from the date such notice is mailed. Qefault under the �.
+" be
Mortgage and Security Agreement or Loan Agreement between the Note Holder XTBorrower Mall
constitute a default hereun/ er. The Note Holder may exercise this option to accelerate during any
default by Borro4rj1# r-dless of any prior forbearance. If suit is brought to collect this Note, the (�A•
Note Holder shall be entitled to collect all reasonable costs and expenses of suit,including,but not
limited to, reasonable attorney's fees.
Borrower shall pay a late charge of five percent(5.00%)of any installment not received by
the Note Holder within fifteen (15) days after the installment is due.
Borrower may prepay the principal amount outstanding in whole or in part. The Note Holder
may require that any partial payment(i)be made on the date monthly installments are due, and(ii)
be in the amount of the part of one or more monthly installment which would be applicable to
principal. Any partial prepayment shall be applied against the principal amount outstanding and
shall not postpone the due date of any subsequent monthly installments or change the amount of such
Page 1 of 2
_ RS
WG
installments, unless the Note Holder shall otherwise agree in writing.
Presentment, notice of dishonor, and protest are hereby waived by all makers, sureties,
guarantors and endorsers hereof. This Note shall be the joint and several obligations of all makers,
sureties,guarantors and endorsers,and shall be binding upon them and their successors and assigns.
Any notice to Borrower provided for in this Note shall be given by mailing such notice
postage prepaid addressed to Borrower care of Wendi Goldsmith, River Wharf Realty Trust, 18
Commercial Street, Salem,MA 01970 or to such other address as Borrower may designate by prior
written notice to the Note Holder. Any notice to the Note Holder shall be given by mailing such
notice postage prepaid to the Note Holder at the address stated in the first paragraph of this Note,or
at such other address as may have been designated by prior written notice to Borrower.
This Note will be governed by and interpreted under the laws of the Commonwealth of
Massachusetts. In the event of any conflict between the provisions of this Note and any applicable
law, the provisions of this Note shall be deemed modified to the extent, but only to the extent
required to comply with the applicable law.
The indebtedness evidenced by this Note is secured by a Mortgage and UCC Financing
Statement specified in the Mortgage and Security Agreement.
WITNESS the hands and seals of the undersigned this 151 day of March 2004:
WITNESS BORROWER
by:
Robert Solomon, Trustee
Wendi Goldsmith,(eneficiary
Page 2 of 2
_ RS
WG
Return to:
City of Salem
Department of Planning and Community Development
120 Washington Street
Salem, MA 01970
rl'l Sllr MORTGAGE AND SECURITY AGREEMENT
River Wharf Realty Trust of 18 Commercial Street, Salem, Essex County, Massachusetts,
hereinafter referred to as the "Mortgagor", FOR CONSIDERATION PAID HEREBY GRANTS to The
City of Salem,Planning and Community Development, 120 Washington Street, Salem,
Massachusetts, hereinafter referred to as the "Mortgagee", with MORTGAGE COVENANTS, to secure
the payment of One Hundred Thirty-Five Thousand Nine Hundred Twenty-Five and 00/100
Dollars ($135,925.00) on or before April 1, 2014, with interest thereon, as provided in the
Mortgagor's note of even date including all extensions, renewals and modifications thereof, or as
provided in Mortgagor's guaranty of even date, to secure the performance of, or payment to the
Mortgagee pursuant to all covenants and agreements herein and in said note or guaranty contained,
and to secure payment of or performance of all other debts, covenants and agreements of or by the
Mortgagor to or for the benefit of the Mortgagee now existing or hereafter accruing while this
mortgage is still undischarged or record, the land in Salem, MA as described in Exhibit"A"
annexed hereto, which is incorporated herein by this reference, together with any and all
improvements now or hereafter situated thereon.
Also, the Mortgagor hereby grants to the Mortgagee a security interest in all equipment(as
defined in the Uniform Commercial Code), appliances, furnishings and fixtures now or hereinafter
placed on the above described premises, or used in connection therewith, and the proceeds
therefrom, and agrees to execute on demand of the Mortgagee all instruments necessary to perfect
or continue such security interest, and in the event of default hereunder the Mortgagor hereby
grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to execute,
deliver and record and/or file such instruments. This Agreement is intended to take effect as a
security agreement and is to be filed with Essex South District Registry of Deeds in lieu of a
financing statement pursuant to Massachusetts General Laws Chapter 106, Section 9-402.
Said land, improvements, appliances, furnishings and fixtures are hereinafter referred to as
the "premises."
The Mortgagor hereby covenants and agrees to the following as conditions of this
mortgage:
(1) To perform all of the covenants and agreements contained in said note or guaranty;
(2) To pay at least ten (10) days before due all taxes, charges for water, sewer and
other municipal services, and assessments, whether or not assessed against the Mortgagor, if
applicable or related in any way to the premises, or any interest of the Mortgagor, the Mortgagee,
or any other person or organization therein, or the debt, obligations or performance secured
hereby, or the disbursement or application of the proceeds therefrom, excluding, however, any
income or corporation excise tax of the Mortgagor; on the demand of the Mortgagee to pay to the
Mortgagee on each day that payments are required by the terms of the note secured hereby, in
i
addition to the payments of principal and/or interest provided in said note, a sum equal to such
fraction of the real estate taxes, charges and betterment assessments for each year as shall be
estimated by the Mortgagee to be sufficient for the Mortgagee to provide in the aggregate, a sum
equal to said taxes, charges and assessments as and when they become due and payable, and in
addition to pay to the Mortgagee any balance necessary to account in full for the amount of said
taxes, charges and assessments prior to the date when they become due and payable; it being
understood and agreed that such sums shall not bear interest and may be commingled with the
general assets of the Mortgagee, that the Mortgagee shall not be required to account for any profits
resulting from its use thereof, and that said sums are held by the Mortgagee for payment on
account of such taxes, charges and assessments and/or any other obligations of the Mortgagor
hereunder; to forward to the Mortgagee receipted real estate tax bills as soon as the same have
been paid by the Mortgagor or, in case tax payments are required to be made to the Mortgagee, to
forward to the Mortgagee real estate tax bills as soon as the same have been received by the
Mortgagor;
(3) To keep the premises insured against fire and all such other casualties and
contingencies as the Mortgagee may from time to time require; to deposit at the demand of the
Mortgagee all insurance policies or memorandum thereof with the Mortgagee forthwith after the
bind of such insurance, and to deliver to the Mortgagee new policies or memoranda thereof for
any insurance about to expire at least seven (7) days before such expiration, all such insurance to
be first payable in case of loss to the Mortgagee and to be written by such companies, on such
terms, in such form and for such periods and amounts as the Mortgagee shall from time to time
designate or approve, and the Mortgagor hereby grants the Mortgagee in the event of a default
hereunder full power and authority as attorney irrevocable of the Mortgagor to cancel or transfer
such insurance and to retain any premium or proceeds and to apply the same to the debt secured
hereby;
(4) To put, maintain and keep the premises at all times in as good repair and condition
as the same now are or hereafter may be put, damage from casualty, expressly not excepted,
permitting and suffering no waste or strip of the same to occur, nor any violation of any law, by-
law, ordinance, restriction,regulation, order or code affecting the premises or the use thereof, and
not to remove or alter any of the improvements equipment, appliances, furnishings, and fixtures,
constituting part of the premises without the consent of the Mortgagee;
(5) To occupy the entire premises, or cause the same to be occupied by lessees (which
term shall include licensees and concessionaires) and to assign and deliver to the Mortgagee on
demand any or all leases of the premises or any part thereof, or at the Mortgagee's election, to
assign and deliver any or all rents and other income reserved in such leases, said assignments to be
in form and substance satisfactory to the Mortgagee, and the Mortgagor hereby grants the
Mortgagee full power and authority as attorney irrevocable of the Mortgagor to make, execute,
acknowledge, deliver and record such assignments, and not in limitation of the foregoing, to
provide that after any default by the Mortgagor hereunder or under the terms of such assignments,
the Mortgagee shall be entitled to modify and otherwise deal with all such leases with the same
power and discretion which the Mortgagee would have if it were the lessor thereof, and the
Mortgagee shall be entitled to collect all of the rents and other income reserved in such leases and
to apply the same to the debt secured hereby, and after foreclosure the Mortgagee shall not be
liable to account to the Mortgagor for rents or other income thereafter accruing, provided
however; that any such assignments shall also provide that the Mortgagor may have and retain
such rents and other income until such default occurs; and the Mortgagee shall further have the
right to subordinate this Mortgage and its rights hereunder to any lease or leases of the premises
2
now or hereafter in force, and upon execution and recording of any instruments by the Mortgagee
which purport to effect such subordination, this Mortgage shall be subordinate to the lease or
leases referred to in such instruments with the same force and effect as if such lease or leases had
been executed and delivered prior to the execution, delivery and recording of this Mortgage;
(6) To observe and perform all the obligations imposed upon the Mortgagor under any
leases of the premises, and not to do or permit to be done anything which would impair the
security of such leases to the Mortgagee, nor to cancel or change any terms, conditions or
covenants of any leases of the premises or any part thereof without the prior written consent of the
Mortgagee, nor to execute any leases providing for payment of rent for more than one month in
advance, nor to receive rent from all or any part of the premises for more than one month in
advance without the prior written consent of the Mortgagee, and any such advance rent in excess
of one month received shall be held by the Mortgagor in trust for the benefit of the Mortgagee;
(7) To furnish the Mortgagee, from time to time, within a reasonable time after its
demand, a true and complete statement of the annual operating expenses and income of the
premises, and financial statements to be in form satisfactory to the Mortgagee;
(8) That if the premises or any part thereof shall be damaged or destroyed by fire or
other hazard against which insurance is held, or if the premises or any portion thereof shall be
taken by eminent domain, no settlement on account of any loss or damage shall be made without
the consent of the Mortgageee, and any proceeds from insurance or damages for such taking, as
the case may be, shall be paid to the Mortgagee, and the Mortgagor hereby irrevocably assigns the
same to the Mortgagee; the Mortgagee as its discretion may either apply such proceeds against the
debt secured hereby(in which case the Mortgagor's obligations hereunder to restore such damage
to the premises as may have been caused by such fire, other hazard or taking shall terminate), or
release such portion of the proceeds to the Mortgagor as is necessary to restore the premises to
their prior condition insofar as is practicable, upon such terms and conditions as the Mortgagee
deems appropriate, and apply the balance thereof, if any, t the debt secured hereby; provided,
however, that if any insurer of the premises denies liability, the Mortgagor shall not be relieved of
its obligation to restore the premises;
(9) If the Mortgagee shall become involved in any action or course of conduct with
respect to the premises, or other security for the debt secured hereby, in order to protect its interest
therein, including without limitation: The Mortgagee's commencement and prosecution of
foreclosure proceeding; its involvement in bankruptcy proceeding concerning the Mortgagor; the
Mortgagee's entering the premises, care and management thereof, or its defending or participation
as a party in any action at law or in equity brought by the Mortgagor or any other person or
organization with respect to the premises (or other security for the debt secured hereby), the
Mortgagor shall reimburse the Mortgagee for all charges, costs and expenses incurred by the
Mortgagee in connection therewith, including without limitation attorney's fees and an additional
reasonable fee to compensate the Mortgagee for overhead and personnel salaries and wages
attributable to undertaking such actions or conduct;
(10) That at any foreclosure sale of the premises, the premises and any combination or
all of the other security for the debt secured hereby may be offered for sale for one total price, and
the proceeds of such sale may be accounted for in one account without distinction between the
items of security or without assigning to them any proportion of such proceeds, the Mortgagor
hereby waiving the application of any doctrine of marshaling; and the Mortgagee may, in the
exercise of the power of sale herein given, sell the premises and said other security in parts or
3
parcels, said sales may be held from time to time, and the power shall not be fully executed until
all of the premises and said other security not previously sold shall have been sold; if surplus
proceeds are realized from a foreclosure sale, the Mortgagee shall not be liable for any interest
therein pending distribution of such proceeds by the Mortgagee;
(11) To notify the Mortgagee promptly of the existence of and the exact details of any
other security interest in the premises, now existing or hereafter arising, to make all payments that
become due to any secured party having such security interests, and at the request of the
Mortgagee to assign to the Mortgagee all its right, title and interest in and to any and all
agreements evidencing such security interest covering any of said security, and the Mortgagor
hereby grants the Mortgagee full power and authority as attorney irrevocable of the Mortgagor to
make, execute, acknowledge and deliver such assignments. The Mortgagor represents that no
security interest presently exists in any of said security except as has heretofore been disclosed in
writing to the Mortgagee;
(12) That the Mortgagee shall be entitled,but not obligated, to cure any default of the
Mortgagor hereunder, and shall be reimbursed by the Mortgagor for all costs, charges and
expenses, including without limitation attorneys' fees, incurred in connection therewith, and that
all sums for which the Mortgagee may be entitled to reimbursement shall be added to the principal
sum of the debt secured hereby, shall earn interest at the rate set forth in said note, or the note
guaranteed by said guaranty, shall be secured by this Mortgage, and shall be payable on demand of
the Mortgagee, whether or not the remaining principal balance of said note or guaranty has been
declared due and payable;
(13) In the event the legal or beneficial ownership of said premises, or any portion
thereof or interest therein, becomes vested in anyone other than the Mortgagor, or upon the death
of, or appointment of a guardian or conservator for, the Mortgagor or any guarantors or endorsers
(other than an endorser without recourse of the note secured hereby), the entire mortgage debt
shall, at the option of the Mortgage, become due and payable on demand,provided, however, that
the Mortgagee may, without notice to the Mortgagor, deal with the Mortgagor's successor or
successors in interest with reference to the mortgage and the debt secured hereby in the same
manner as with the Mortgagor without in any way vitiating or discharging the Mortgagor's
liability or obligations with respect to this mortgage or the debt secured hereby. No sale of the
premises hereby mortgaged and no forbearance of the part of the Mortgageee or extension of the
time for the payment of the debt secured hereby or any other indulgence given by the Mortgagee
shall operate to release, discharge, modify, change or affect the original liability of the Mortgagor,
nor the priority of this mortgage either in whole or in part, notice of such forbearance, extension or
other indulgence being hereby expressly waived;
(14) That the Mortgagor shall not:
(a) create or permit to be created any encumbrance to attach to the premises
(except for the payment of real estate taxes and betterment assessments prior to the
commencement of interest and penalties thereon), and if such encumbrance is attached upon the
premises without the consent of the Mortgagee, to discharge the same within thirty (30) days of
the sate of such attachment;
(b) if the Mortgagor is a corporation, liquidate or dissolve or permit its
liquidation or dissolution; if the Mortgagor is a trustee or trustees, terminate or dissolve or permit
its termination or dissolution;
4
(c) file a petition or application under any state or federal bankruptcy,
insolvency or debtor's relief law, nor consent to an assignment or composition for the benefit of
the Mortgagor's creditors, nor consent to appointment of a receiver for any of the Mortgagor's
property; if such petition, application or receivership proceedings are instituted against the
Mortgagor by any third party or parties, the Mortgagor shall not permit the same to remain
undischarged for more than twenty-five (25) days after the commencement thereof,
(15) If this mortgage is at any time subject or subordinate to another mortgage, the
Mortgagor shall not modify, amend, or extend such prior mortgage, or the debt or other obligation
secured thereby, without the consent of the Mortgagee; any default under said prior mortgage or
the obligations secured thereby shall be a default hereunder, and the Mortgagee shall be entitled
but not obligated to cure said default, as provided in Paragraph 12 hereof,
(16) Any notice, demand or other communication from the Mortgagee to the Mortgagor
shall be deemed satisfactorily given upon depositing the same in writing in the United States mail
by postage prepaid, registered or certified mail, addressed to the Mortgagor (or any one of them if
there be more than one) at the Mortgagor's latest address in the mortgage records maintained by
the Mortgagee;
(17) The Mortgagor will not further encumber the mortgaged premises by a second
mortgage, a wraparound mortgage or any other superior or subordinated type of mortgage without
the prior consent of the Mortgagaee; and
(18) That with respect to hazardous materials and matters related thereto:
(a) Mortgagor shall comply strictly with the requirements of every federal, state
and local law, ordinance and regulation, including Massachusetts General Laws Chapter 21E,
pertaining to `oil" and"hazardous material" as the same may be amended from time to time
(collectively by the"Statutes");
(b) Mortgagor is now aware of any operations or materials, and is not and will
not become involved in any operations, at the premises or at any other locations which could lead
to the imposition on Mortgagor or Mortgagee of liability under any of the Statutes;
(c) In the event there are activities on the premises (by any person or entity)
which involve or may involve oil or hazardous material, or the premises themselves contain or
may contain, oil or hazardous material, Mortgagor shall immediately take all steps necessary to
insure that liability shall not be asserted against Mortgagor or Mortgagee under any of the
Statutes;
(d) Mortgagor shall notify Mortgagee promptly in the event there is the
presence or release, or suspected presence or release, of oil or hazardous material on the premises;
(e) In any and all circumstances, Mortgagee shall have the right to review and
approve,prior to implementation, any plan for cleanup and/or removal or oil or hazardous material
Mortgagee may hire or retain consultants, at Mortgagor's expense, to assist Mortgagee in its
review of any proposed response plan, which approval shall not unreasonably be withheld or
delayed;
5
(f) In the event Morgagor fails to comply with any of the Statutes or fails to
comply with any of its obligations under this paragraph 18, the note, guaranty or obligation
secured hereby shall at the election of Mortgagee be deemed to be in default, upon which event, or
upon any other event of default, Mortgagee, may, at its election, but without the obligation to do
so, obtain any expert site assessment report, at Mortgagor's expense, give such notices or cause
such work to be performed at the premises, or take any and all other actions as Mortgagee deems
necessary, as shall cure (or work toward curing) said failure of compliance, and any amounts paid
as a result of said notices or such work, together with interest thereon at the rate of interest set
forth in the note or the obligation secured hereby, from the date of payment, shall be immediately
due and payable by Mortgagor to Mortgagee, and until paid shall be added to and become part of
the balance due on the note or other obligation secured hereby, and the same may be collected as
part of said balance due in any suit hereon or upon the note or guaranty; or Mortgagee, by the
payment of any assessment, claim or charge, may in its sole discretion,be thereby subrogated to
the rights of the Commonwealth of Massachusetts, the United States of America or any other
governmental body arising pursuant to any of the Statutes.
(h) As used in this Paragraph(18), the words "oil", "hazardous material" and
"release"have the meanings given them in Massachusetts General Laws, Chapter 21E.
Any breach in the covenants, conditions or agreements contained in this mortgage or in
any instrument given in connection with the note and debt secured hereby, or in any other
mortgage, debt or obligation of or from the Mortgagor to the Mortgagee shall constitute a default
hereunder, and if such default shall exist for more than thirty (30) days, the entire debt secured
hereby, together with all prepayment penalties to which the Mortgagee would be entitled under
said note or by law if said note were prepaid in full at the end of said thirty-day period, shall
become due and payable at the option of the Mortgagee, and the Mortgagee shall have the
statutory Power of Sale as hereinafter provided.
In case any provision of said note, this mortgage, or any instrument executed by any
person or organization in connection therewith shall be found unenforceable or invalid for any
reason, the enforcement of any other provision hereof shall not be impaired thereby, and such
provision shall be deemed modified to the extent necessary to be enforceable, or if such
modification is not practicable, shall be deleted from this mortgage.
This mortgage is upon the Statutory Condition and upon the further condition that all
covenants and agreements of the Mortgagor in said note, this mortgage, all other instruments
executed in connection therewith and in all other mortgages, debts and obligations of or from the
Mortgagor to the Mortgagee shall be kept and fully performed, and upon any breach of the same
Mortgagee shall have the STATUTORY POWER OF SALE and any other powers given by statute.
The word "Mortgagor" as used herein means the Mortgagor named herein, whether one or
several, and also means any subsequent owner or owners of the equity of redemption of the
premises, and all of the covenants and agreements of the Mortgagor herein contained shall be
binding upon the Mortgagor, its heirs, executors, administrators, successors and assigns and shall
be joint and several if more than one person constitute the Mortgagor. The word "Mortgagee" as
used herein means the Mortgagee named herein and any subsequent holder or holders of this
mortgage.
6
WITNESS the execution hereof under this seal this 1 s`day of March 2004.
Robert S. Solomon, Trustee
COMMONWEALTH OF MASSACHUSETTS
Essex, ss. March 2004
�--
Then personally appeared the above-nam SW acknowledged the
foregoing instrument to be her free act and deed, before me,
Notary Public
My commission expires:
Exhibit A - Property Description
The land, together with the buildings thereon, if any, situated at 18 Commercial Street in Salem,
Essex County, Commonwealth of Massachusetts,bounded and described as follows:
Parcel No. 1
Beginning at a point on the northerly side of Commercial Street at the SOUTHWESTERLY
corner of land formerly of George F. Lord, thence running in a Northerly direction along the
Westerly property line of the property now or formerly of George F. Lord, a distance of eighty-
nine and 85/100 (89.85) feet to a point; thence turning and running in a
NORTHWESTERLY direction a distance of fifty and 05/100 (50.05) feet along land now or
formerly of H.P. Hood & Sons, Inc.; thence turning and running in a SOUTHERLY direction
along land now or formerly of the City of Salem, a distance of ninety-two and 57/100 (92.57)
feet; thence turning and running in an EASTERLY direction along the Northerly street line of
Commercial Street, a distance of fifty (50) feet to the point of beginning.
Containing 4,560 square feet of land, as shown on a plan filed with the Essex South District
Registry of Deeds entitled "Land of City of Salem, Rear of North Street, Salem, Mass., May
1955, Revised October 1955 —Edgar W. Nickerson, City Engineer"in Book 4809, Page 500.
Parcel No. 2
The land in said Salem with the buildings thereon, if any, situated on the North side of the North
River Canal and bounded and described as follows:
Beginning at the SOUTHEASTERLY corner of said lot on the Northwesterly side of a proposed
road the same point being three hundred and eighty-eight and 44/100 (388.44) feet Southwesterly
from North Street; thence running
SOUTHWESTERLY by the Northwesterly street line of said proposed road seventy (70) feet to
other land now or formerly of the City of Salem; thence turning and running
NORTHWESTERLY by said other land now or formerly of the City of Salem, eighty-nine and
85/100 (89.85) feet to land now or formerly of H.P. Hood & Sons, Inc.; thence turning and
running EASTERLY by said land now or formerly of H.P. Hood & Sons, Inc., seventy and
12/100 (70.12) feet to land now or formerly of Cook; thence turning and running
SOUTHEASTERLY by said land now or formerly of Cook, eighty-six and 6/100 (86.06) feet to
the point begun at.
Containing 6,156 square feet of land and being shown on a plan entitled "Land of the City of
Salem, rear of North Street May 1955, Revised October 1955, Edgar W. Nickerson, City
Engineer and hereinbefore referred to.
TRUSTEE'S CERTIFICATE OF AUTHORITY
I,RobeiP
lomgonn,,gTrustee of River Wharf Realty Trust under a Declaration of Trust
dated ��M� [ 7 / and recorded with the Essex South District Registry of Deeds, Book
147170 , Page upon oath do depose and say:
That the Trust created under said Declaration of Trust is in full force and effect; that the
same has not been amended, altered, dissolved or liquidated; that the said Trust is in good
standing in the Commonwealth of Massachusetts and that I am the sole Trustee of said Trust.
That I have been directed by all of the beneficiaries of the Trust to execute and deliver
any and all documents necessary to effectuate the City of Salem loan in the amount of
$135,925.00.
WITNESS my hand and seal this I"day of March 2004.
River Wharf Realty Trust
By:
Tm*ft ROW
��sfte
COMMONWEALTH OF MASSACHUSETTS
Essex, ss ` C 20_
Then before me personally appeared the above-named / J 3;10W wl
Trustee, and acknowledged the foregoing instrument to be his/her free act and deed, before me,
Notary Public
My Commission Expires:
R
Tania Hartford
From: Wendi Goldsmith, CPG, CPSSc [wgoldsmith@bioengineering.com]
Sent: Tuesday, February 24, 2004 4:29 PM
To: 'Tania Hartford'
Cc: Gina Altri
Subject: RE: second mortgage amount possibly changing
Thanks Tania,
I hereby formally request that my loan be increased to $135,000 plus closing
costs, reflecting a second mortgage up to 100% of the current appraised
value of the property. I intend to use the proceeds to invest in The
Bioengineering Group, Inc. to pay off existing current debt as follows:
$26,000 to pay off the existing City Loan, $60,000 to pay off DLZ Corp (a
sub), and the remainder to pay of portions of the$58,000 owed to Skelly&
Loy (a sub). Are you able to have the check for the additional $85,000 cut
by next Thursday noon? Please confirm.
Wendi
-----Original Message-----
From: Tania Hartford [mailto:THartford@Salem.com]
Sent: Tuesday, February 24, 2004 3:11 PM
To: 'Wendi Goldsmith, CPG, CPSSc'
Subject: RE: second mortgage amount possibly changing
If you have an invoice that shows the amount and who you will be paying that
is fine. Generally, our working capital loans allow you to draw parts of
the loan as needed and then show that the amount was actually paid after it
was drawn. If you have one account that will take care of that it is easier
for us. I just cannot get another check for this week.
Why don't you break down the total loan amount into how you intend to you it
and send that to me via email? Actually, start with "I am requesting to
increase the amount requested from $50,000 to$135,000." Then get into, "I
intend to use the money as follows: $26,000 to pay off my existing City of
Salem Loan, $XXX to pay for XXX and $XXX to pay for XXX. I am requesting
that XXX be distributed by XXX (or"as soon as possible").
Thank you,
Tania
-----Original Message-----
From: Wendi Goldsmith, CPG, CPSSc [mailto:wgoldsmith@bioengineering.com]
Sent: Tuesday, February 24, 2004 2:23 PM
To: 'Tania Hartford'
Subject: RE: second mortgage amount possibly changing
ps
I have no issue whatsoever with the closing costs. Also your proposal for
the 2 first checks is no problem. As for the drawdown, Can I get those
funds from you in order to pay off designated vendors? If I need to show
you that payments have been made FIRST that will be a problem. I have one
vendor I need to pay most urgently and wished to use most of the proceeds
for that purpose.
Wendi
1
'-----Original Message-----
From: Tania Hartford [mailto:THartford@Salem.com]
Sent: Tuesday, February 24, 2004 1:35 PM
To: 'Wendi Goldsmith, CPG, CPSSc'
Subject: RE: second mortgage amount possibly changing
Thank you for this spreadsheet. My only concern here is that you actually
don't have anything allocated for repairs& maintenance, the management
set-aside I'm not as concerned about. Can you revise the numbers to reflect
the increase in rent so that I have a record of that? It would be good for
us to have that on record.
Also, I am revising the loan documents to reflect the increase to 135k. I
miscalculated the closing costs. It will be$925 total which would put the
total loan at$135,925 and your monthly payments at$1,376.17. 1 have two
checks that will be available at your closing totaling $50,000. One is to
repay your current loan with the City of Salem and the rest is for working
capital. The remainder of the loan will be available on a drawdown basis
and we can talk more about how that will work when we talk. I imagine, you
will be able to draw it fairly quickly as you repay your debts.
Please let me know if you have further questions.
Tania
-----Original Message-----
From: Wendi Goldsmith, CPG, CPSSc [mailto:wgoldsmith@bioengineering.com]
Sent: Tuesday, February 24, 2004 11:59 AM
To: 'Tania Hartford'
Subject: RE: second mortgage amount possibly changing
Thanks Tanial
What I plan to do is raise my rent from TBG to the trust(which makes sense
since the Trust is picking up debt that TG would have serviced otherwise).
Also, on the annual budgets presented to you and to Chuck I am showing all
the conceivable expenses that the Trust would take on, but the actual
expenses I am anticipating (including a vacancy allowance)would still have
me operating without a deficit. Have a peek at the spreadsheet I have used
for my own assessment.
W
-----Original Message-----
From: Tania Hartford [mailto:THartford@Salem.com]
Sent: Tuesday, February 24, 2004 12:03 PM
To: 'Wendi Goldsmith, CPG, CPSSc'
Subject: RE: second mortgage amount possibly changing
Wendi,
I am looking over your financial statements and am wondering if River Wharf
Realty Trust can handle this debt. It looks like you are going to be
running in a deficit if both loans are on a 10 year amortization. If Chuck
is willing to stretch yours to 15 years, you may want to take him up on that
unless you have another means of bringing in cash to the Trust.
Call me if this doesn't make sense or if I am missing some piece.
2
Thank you,
Tania
-----Original Message-----
From: Wendi Goldsmith, CPG, CPSSc [mailto:wgoldsmith@bioengineering.com]
Sent: Tuesday, February 24, 2004 11:45 AM
To: 'cgrigsby@lifeinitiative.com'
Cc: 'thartford@Salem.com'
Subject: RE: second mortgage amount possibly changing
Chuck,
You ask a very good question about the amort schedule, but I think this is
still what I need. Thanks for your flexibility in accepting the second
mortgage of$135,000 from Salem based on your caveat. I am letting Tania
know what your needs are so she can digest that.
Wend
-----Original Message-----
From: cgrigsby@lifeinitiative.com [mailto:cgrigsby@lifeinitiative.com]
Sent: Tuesday, February 24, 2004 9:30 AM
To: Wendi Goldsmith, CPG, CPSSc
Subject: Re: second mortgage amount possibly changing
Wendi -
We can accept a second mortgage for the difference on the basis that the
lender agrees to a full standstill in the event of arrearage or default.
Before we sign up, are you absolutely sure you want to live with a 10 year
amort schedule.
CG
3
Page 1 of 2
Tania Hartford
From: Sheryl Coukos [S.000KOS@easternbk.com]
Sent: Thursday, February 19, 2004 2:08 PM
To: THartford@Salem.com
Subject: RE: City of Salem - Loan #7777723
The per diem is everyday.
>>>Tania Hartford <THartford@Salem.com>02/19/04 02:07PM >>>
Thank you so much! Does the per diem count for every day or just weekdays?
-----Original Message-----
From: Sheryl Coukos [mailto:S.000KOS@easternbk.com]
Sent: Thursday, February 19, 2004 12:36 PM
To: THartford@Salem.com
Subject: Re: City of Salem - Loan #7777723
Hi Tanya ... You can add as many days interest(per diem)as needed.
The daily figure is$3.61 The following payoff is through 2/27/04.
THE BIOENGINEERING GROUP
ACCOUNT: 00007777723 INQUIRY: PAYOFF DATE: 02/27/04
CURRENT BAL $ 26,432.82
INTEREST 166.11
LATE CHG 0.00
OTHER FEES 0.00
TOTAL PAYOFF $ 26,598.93 Pier Diem$3.61
Any questions, please call.
Sheryl A.Coukos EP4-10
Senior Loan Clerk
Bank Operations
(781)5964582
>>>Tania Hartford<THartford@Salem.com>02/19/04 11:22AM >>>
Hello Sheryl,
We have scheduled a closing to payoff this loan by next week(2 27 04). The City is providing her a loan through another program to payoff it
off. Can you give me an estimated payoff amount so that I can cut a check to Eastern Bank? Also, the closing date is not a 100%firm.
Would you suggest we overwrite the check to cover any additional days of interest and then refund the borrower?
I am going to make the check out to both her and Eastern so that she can sign it over to you for the payoff. Please let me know if this is not
appropriate procedure.
Thank you,
Tania
----Original Message-----
From: Sheryl Coukos (mailto:S.000KOS@easternbk.com]
Sent: Friday, January 16, 2004 11:43 AM
To: THartford@Salem.com
Subject: Re: City Loans
Hi Tania,
I'm sure trying to stay warm ... not looking forward to the heating bill this month!
Here is the payoff good through February 1, 2004: If they pay at a later date,
the daily interest of$3.69 must be added.
PAYOFF FOR NOTE THRU 02/01/04
2/19/04
Page 2 of 2
ACCOUNT:00007777723 THE BIOENGINEERING GROUP
CURRENT BAL 27,024.87
INTEREST 188.49
LATE CHG 0.00
OTHER FEES 0.00
TOTAL PAYOFF 27,213.36
PER DIEM: $3.69
Sheryl A. Coukos EP4-10
Senior Loan Clerk
Bank Operations
(781)596-4582
>>>Tania Hartford<THartford@Salem.com>01/16/04 09:35AM >>>
Hello Sheryl,
Hope you're managing to stay warm in this artic freeze that we're having!
Quick question, one of our borrowers,the Bioengineering Group(7777723), is
looking for a payoff balance. Can you help me with that? She probably
won't be paying off for a few weeks but if she can get an estimate now,that
would be helpful.
Thank you,
Tania
Tania Hartford, Economic Development Planner
City of Salem, Dept.of Planning&Community Development
120 Washington St., Salem, MA 01970
978/7459595 x311 phone, 978/7400404 fax
2/19/04
The Massachusetts Life Insurance Community Investment Initiative
Ms. Wendi Goldsmith, President
The Bioengineering Group, Inc.
18 Commercial St.
Salem, Ma. 01970
February 9, 2004
Dear Wendi:
BY means of this letter it is my pleasure to inform you that at a meeting of The Life
Initiative Investment Committee on February 5`h, a loan of up to $520,000 was approved
to the River Wharf Realty Trust.
The loan will be available on the terms and conditions summarized in the attached Term
Sheet. You are, of course, aware that as we document this loan there will be other terms
and conditions usual to a transaction of this nature.
On the attached list of appraisers, we have noted several that might be appropriate. Feel
free to contact them for a fee estimate as well as schedule availability. If you choose
a firm not on this list, please provide three references for us to contact.
This commitment will expire in 120 days if unused. To enable us to begin the closing
process, please sign and return a copy of this letter to indicate your acceptance of these
terms.
We look forward to closing this transaction in support of the restructuring the company is
undertaking to acquire financing needed to continue growth.
Sincerely,
Charles T. Grigs y /
Senior Vice Presid nt
Accepted by: Date:
Attachment ? � l � z//¢
420 Boylston Street.Boston,MA 02116 a 617.5361850.Fax 617 536 7930
TERM SHEET
Up to $520,000
0 Mortgage
Loan Amount: Up to $520,000
Borrower: River Wharf Realty Trust
Term: 10 years
Rate: Years 1 — 5 at 6.5 % fixed
Years 6 — 10 fixed at Prime plus 250 basis points
With a floor at 5.5 % and a ceiling at 7.5 %
Collateral: A) I' mortgage on 18 Commercial St., with improvements
B) Assignment of leases
Guaranty: A) Unlimited personal guarantee of Wendi Goldsmith
B)Unlimited guarantee of Bioengineering Group, Inc.
Appraisal: An appraisal by an appraiser approved by The Life
Initiative demonstrating no greater than an 80 %LTV
Uses: Pay out existing mortgages and closing costs
Takedown: Upon meeting conditions stated
Insurance: In form and amounts satisfactory to The Life Initiative
Reporting: Quarterly management financials of Bioengineering and
annual CPA reviewed financials
Closing Costs: All costs to close this transaction are for the account of the
borrower
*.02/03/04 14:18 FAX 9787413415 TQGF REAL ESTATE 0001
i
TINTI , QUINN, GROVER & FREY, P . C.
FACSIMILE TRANSMITTAL SHEET
To, __j FRota Ir./rr /
rANY: DATE:
FAX N TOTAL NO.OF PAGES INCLUDING AVE
8"- -74 - 0410Y 3
PHONE NUMBER TELEPHONE NUMBER:
978-745-8065
RE: TELEFAX NUMBER
978-741-3415
❑URGENT ❑FOR REVIEW ❑PLEASE COMMENT ❑PLEASE REPLY ❑PLEASE RECYCLE
NOTF_5/COMbffiNTS:
O yen J"' A'
Rvw
FEB 0 3 2004
This telemppa atmrne7clicm privileged and comaina con dermal information intended oolyfor the person(s)
named above. Anyother diaribu n,copying or disclosure is strictly prohibited. If you have received this
telecopy m error,please notdym rmmediatelybytelephone,and rut=the original tmsmmon to us by mail
with=making a copy
222 ESSEX STREET
SALEM, MA 01970-3705
TELEPHONE: 978-745-8065 TELEFAX: 978-741-3415
-102/03/04 14:18 FAX 9787413415 TQGF REAL ESTATE IM002
February 2, 2004
Ms. Wendi Goldsmith,Trustee
River Wharf Realty Trust
18 Commercial Street
Salem,MA 01970
Dear Ms. Goldsmith:
Thank you for your application to the Salem Business Loan Program Tam pleased to inform you
tha< the City of Salem has approved your request for a loan in the amourtr of $50,000, upon
receipt of your anticipated first mortgage financing of$520,000,to provide capital for refinancing
Of debt currently held by River Wharf Realty Trust and The Bioengineering Group,Inc.
The terms and conditions of the loan are as follows: dd vy
Borrower: River Wharf Realty Trust pvtb T�t
Loan amount: $50,7x+0 Cncludes estimated closing costs) 0 �„
Interest rate: 4.0%
Term: 10 years (120 months)
Payments: Monthly principal and interest payments of$513.82 commencing on
March 1,2004 through March 1,2014,
Collateral: A second mortgage on property at 18 Commercial Street subject to first
mortgage financing of$520,000.
Use of proceeds: Loan funds may be used for refinancing and debt repayment for the River
Wharf Realty Trust and The Bioengineering Group.
Guarantees: Weadi Goldsmith will personally guarantee the loan.
Conditions: 1. The Borrower must obtain and close on first mortgage financing prior
to closing on the loan from the City of Salem.
2. The Borrower will only use the loan for refinancing current debt held
by River Wharf Realty Trust and The Bioengineering Group,Inc.
3. Funds will be allocated in a payment of$50,000 at the loan dosing.The
Borrower mutat submit invoices for use of these funds within 3 months
of closing on the loan,unless extended by the City.
V 4_ The Bioengineering Group,Inc.must pay in full the current loan with
•J`N Par I of 3
X02/03/04 14:19 FAX 9787413415TQGF REAL ESTATE 0003
9787413415K
v.al� ptcep�b�c �
Subject to: 1. Receipt of a cuuunitmcat/Prior
the bank holding the first
mortgage.
2. Receipt of property appraisclusiug.
Loan Documents: The Borrower agrees to execute any and all loan documents deemed
necessary by the city's attorney to properly document this loan.
Other Provisions: The borrower will allow the City of Salem to publicize their financial
assistance of the project. Porrms of publicity will include all press coverage,
ribbon cutting,display of sign,and all other forms of marketing deemed
appropriate by the City of Saban.
Please contact Tania Hartford,Economic Development Planner for the Department of Planning
and Community Development,978/745-9595 x311,if you have any questions regarding this letter
and/or the terms of this loan. We are preparing the loan documents and will be in cQucacc with
you on a closing date.
Sincerely,
Joseph P. Walsh,Jt,
Director
The Borrowers acknowledge that they are represented by competent legal counsel and understand
the terms and conditions of this commitment letter.
I agree and accept the above terms and conditions on this:
day of - 2004,
River Wharf Realty Trust �1DPir�,.j11d/ /
18 Commercial Street
Salem,MA 01970 03
BY: r
ypendi Goldsmith, Trustee
Guarantor(s):
Wendi Goldsmith
7 Mall Street
Salem,MA 01970
BY:
Wen&Goldsmith,individually
Page 3 of 3
CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY
DEVELOPMENT
FACSIMILE TRANSMITTAL SHEET
TO: FROM:
Bill Quinn Tania Hartford
COMPANY: DATE:
Tinti,Quinn,Grover,&Frey,P.C. 2/2/04
FAX NUMBER: TOTAL NO,OF PAGES INCLUDING COVER:
978/745-3369 4
PHONE NUMBER: SENDER'S REFERENCE NUMBER:
978/745-8065 978/745-9595 x311
RE: YOUR REFERENCE NUMBER:
Attached Commitment Letter
❑URGENT ❑FOR REVIEW ❑ PLEASE COMMENT ❑ PLEASE REPLY ❑PLEASE RECYCLE
NOTES/COMMENTS:
Bill,
Attached is a draft of a commitment letter for River Wharf Realty Trust loan. Please review
and let me know if you have any changes or comments. I intend to have draft closing documents
for your review within the next week or two. We can talk further about that as we move toward
the closing.
Feel free to contact me here in the Planning Department at 978/745-9595 x311 if you have
questions or require more information.
Thank you,
Tania
120 WASHINGTON STREET
SALEM, MA 01970
THARTFORD@SALEM.COM
February 2, 2004
Ms. Wendi Goldsmith, Trustee
River Wharf Realty Trust
18 Commercial Street
Salem, MA 01970
Dear Ms. Goldsmith:
Thank you for your application to the Salem Business Loan Program. I am pleased to inform you
that the City of Salem has approved your request for a loan in the amount of $50,000, upon
receipt of your anticipated first mortgage financing of$520,000,to provide capital for refinancing
of debt currently held by River Wharf Realty Trust and The Bioengineering Group, Inc.
The terms and conditions of the loan are as follows:
Borrower: River Wharf Realty Trust
Loan amount: $50,750 (includes estimated closing costs)
Interest rate: 4.0%
Term: 10 years (120 months
Payments: Monthly principal and interest payments of $513.82 commencing on
March 1, 2004 through March 1, 2014.
Collateral: A second mortgage on property at 18 Commercial Street subject to first
mortgage financing of$520,000.
Use of proceeds: Loan funds may be used for refinancing and debt repayment for the River
Wharf Realty Trust and The Bioengineering Group.
Guarantees: Wendi Goldsmith will personally guarantee the loan.
Conditions: 1. The Borrower must obtain and close on first mortgage financing prior
to closing on the loan from the City of Salem.
2. The Borrower will only use the loan for refinancing current debt held
by River Wharf Realty Trust and The Bioengineering Group, Inc.
3. Funds will be allocated in a payment of$50,000 at the loan closing.The
Borrower must submit invoices for use of these funds within 3 months
of closing on the loan, unless extended by the City.
4. The Bioengineering Group,Inc. must pay in full the current loan with
Page 1 of 3
the City of Salem.
5. The Bioengineering Group must create 5 full-time equivalent jobs
within two years of closing on the loan,with 2 being made available to
low-to moderate-income individuals.
Financial The Borrower and Guarantor will provide, annually, updated personal,
Statements/Annual business financial statements and Federal Income tax returns. The
Reports: Borrower also agrees to submit reports on the number of people they
employ, the number of jobs created/retained, the household income of
those employees, and the rate of pay. Failure to submit any of the financial
statements and reports required on a timely basis will constitute default.
Prepayment: The loan can be partially or wholly prepaid at anytime without a penalty.
Late Charge: The city will be entitled to collect late charges not to exceed five percent
(5%) of the total of any payment not received by the city within fifteen
days from the due date on the loan.
Acceptance: This commitment must be accepted in writing by the Borrower and must
be delivered to the city on or before February 27,2004. The acceptance of
this commitment will constitute an agreement by the Borrower to perform
and satisfy all the terms and conditions of this commitment and enter into
the loan described above with the City of Salem.
Compliance with In the event that the Borrower fails to comply with any of the terms and
Commitment: conditions contained in this letter or fail to provide the city with any
information requested herein in form or substance satisfactory to the city
and the city's counsel, the city shall have the right to withdraw the loan
commitment.
City Attorney(s): Tinti, Quinn, Grover & Frey, P.C.
222 Essex Street
Salem, MA 01970
978/745-8065
Costs: Whether or not the transaction herein contemplated is completed; the
Borrower will pay all costs of recording fees and fees of counsel and all
other or any costs by the City, as deemed appropriate.
Expiration of This commitment and all the city obligations will expire unless all the
Commitment: conditions, terms and requirements are satisfied on or before March 30,
2004 or the city chooses to extend such expiration date in writing.
The commitment letter shall survive and shall not merge into the loan
documents upon their execution and delivery and shall constitute an
independent obligation of the Borrower enforceable by the city after the
closing date of this transaction. In the event of any material inconsistency
or conflict between this commitment letter and the loan documents, the
loan documents shall prevail.
Page 2 of 3
Subject to: 1. Receipt of a commitment letter from the bank holding the first
mortgage.
2. Receipt of property appraisal, prior to closing.
Loan Documents: The Borrower agrees to execute any and all loan documents deemed
necessary by the city's attorney to properly document this loan.
Other Provisions: The borrower will allow the City of Salem to publicize their financial
assistance of the project. Forms of publicity will include all press coverage,
ribbon cutting, display of sign, and all other forms of marketing deemed
appropriate by the City of Salem.
Please contact Tania Hartford,Economic Development Planner for the Department of Planning
and Community Development,978/745-9595 x311,if you have any questions regarding this letter
and/or the terms of this loan. We are preparing the loan documents and will be in contact with
you on a closing date.
Sincerely,
Joseph P. Walsh,Jr.
Director
The Borrowers acknowledge that they are represented by competent legal counsel and understand
the terms and conditions of this commitment letter.
I agree and accept the above terms and conditions on this:
day of 2004.
River Wharf Realty Trust
18 Commercial Street
Salem, MA 01970
BY:
Wendi Goldsmith, Trustee
Guarantor(s):
Wendi Goldsmith
7 Mall Street
Salem, MA 01970
BY:
Wendi Goldsmith, Individually
Page 3 of 3
CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT
MEMORANDUM
TO: Julia Medina
FROM: Tania Hartford, ED Planner'`
SUBJECT: River Wharf Realty Trust— Loan Drawdown
DATE: February 23;2004
Attached is an invoice for River Wharf Realty Trust. I have reviewed the request and it is
appropriate for payment out of the Community Development Block Grant (CDBG). Please
issue a check in the amount of$26,649.47 made out to:
Eastern Bank and
The Bioengineering Group, Inc.
18 Commercial Street
Salem,MA 01970
Federal ID# 04-3225959
Please hold the check for me to distribute at the loan closing.
Thank you!
CITY OF SALEM
l :d
DEPARTMENT OF PLANNING AND
COMMUNITY DEVELOPMENT
STANLEY J.USOVICZ,JR. -
MAYOR 120 WASHINGTON STREET•SALEM,MASSACHUSETTS 01970
JOSEPH P.WALSH,JR. TEL:978-745-9595•FAX 978-740-0404
DIRECTOR
INVOICE
ECONOMIC DEVELOPMENT LOAN
February 23, 2004
Loan Recipient: River Wharf Realty Trust
c/o Wendi Goldsmith
18 Commercial Street
Salem,MA 01970
Federal ID#: 04-6895020
Loan Amount: $50,945.00
Check Recipient: Eastern Bank&The Bioengineering Group, Inc.
Payment Request: $26,649.47
Check Status: Please hold check for distribution by Tania Hartford
QiVI/ti
Dmise S. McClure,AICP Ha
Deputy DaEctor Program Manager
CITY OF SALEM
DEPARTMENT OF PLANNING AND COMMUNITY DEVELOPMENT
MEMORANDUM
TO: Julia Medina
FROM: Tania Hartford, ED Planner�?�
SUBJECT: The Bioengineering Group —Loan Drawdown
DATE: . February 23, 2004
Attached is an invoice for River Wharf Realty Trust. The request is appropriate for payment
out of the Community Development Block Grant (CDBG). Please issue a check, one in the
amount of$23,350.53 made out to:
The Bioengineering Group, Inca
c/o Wendi Goldsmith
18 Commercial Street
Salem,MA 01970
Federal ID# 04-6895020
Please hold the check for me to distribute at the loan closing.
Thank you!
`cam CITY OF SALEM
�� -- DEPARTMENT OF PLANNING AND
COMMUNITY DEVELOPMENT
STANLEY J.USOVICZ,JR.
MAYOR 120 WASHINGTON STREET•SALEM,MASSACHUSETTS 01970
JOSEPH P.WALSH,JR. TEL:978-745-9595•FAX:978-740-0404
DIRECTOR
INVOICE
ECONOMIC DEVELOPMENT LOAN
February 23, 2004
Loan Recipient: River Wharf Realty Trust
c/o Wendi Goldsmith
18 Commercial Street
Salem,MA 01970
Federal ID#: 04-6895020
Loan Amount: $50,945.00
Check Recipient: The Bioengineering Group, Inc.
Payment Request: $23,350.53
Check Status: Please hold check for distribution by Tania Hartford
D mw S. McClure,AICD Ia Hartfor
Dep q Dmxtor Manager
Tania Hartford
From: Wendi Goldsmith, CPG, CPSSc [wgoldsmith@bioengineering.com]
Sent: Thursday, February 19, 2004 10:48 AM
To: 'thartford@Salem.com'
Subject: loan proceeds
4V1_
Wsnd,Goldsmith,
CPG,CPSSc.vc... Tania,
Upon closing tentatively scheduled for the 27th next week, I will want to
use your loan proceeds to cover closing costs, payoff of the TBG-Eastern
Bank loan (please verify the payoff amount as of that date), and also
receive a check payable to The Bioegineering Group, Inc. for the difference.
Wendi
Wendi Goldsmith, CPG, CPSSc
President
The Bioengineering Group, Inc.
18 Commercial Street
Salem, MA 01970
978/740-0096x507
978/740-0097 fax
www.bioengineering.com
<<Wendi Goldsmith, CPG, CPSSc.vcf>>
i