SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of the
Securities and Exchange Act of 1934
Date of Report (date of earliest event reported) January 23, 1997
JJFN SERVICES, Inc.
(Exact name of Registrant as specified in Charter)
Delaware 0-28168 11-3289981
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification
Number)
2500 Military Trail North, Suite 220, Boca Raton, Florida 33431
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 407-995-0043.
Item 2. Acquisition or Disposition of Assets.
On January 8, 1997 the Company entered into an Agreement to sell all
of the outstanding shares of its' subsidiary Iron Eagle Contracting
and Mechanical, Inc. to former management effective as of October 1,
1996.
Under the terms of the sale, the Company sold the Common Stock of the
divested segment to the management of IECM, for $1,312,500. The
Company received a promissory note for the $1,312,500 payable over a
term of five years. Interest on the note is at the prime rate (as
announced from time to time by the Chase Manhattan Bank, N.A.) plus
100 basis points. Interest will be paid monthly with the first
payment due on August 10, 1997 and the last payment due on January 10,
2002 when the principal amount of the note is due in fully. Interest
from the closing date through July 10, 1997 will be accrued and
payable in six equal installments commencing August 10, 1997. The
agreements provide for payment acceleration under certain specified
events.
Item 7. Financial Statements and Exhibits
Item B. Exhibits
Stock Pledge, Assignment and Security Agreement between
Anthony Gurino, Dennis Sommesso and JJFN Holdings, Inc.
Stock Pledge, Assignment and Security Agreement between
Iron Holdings Corp. and JJFN Holdings, Inc.
Indemnity Agreement between Anthony Gurino, Dennis Sommesso
and JJFN Holdings, Inc.
Promissory Note between Iron Holdings, Corp. and JJFN
Holdings, Inc.
Agreement to Purchase Shares of Iron Eagle Contracting &
Mechanical, Inc. between Iron Holding Corp. and JJFN
Holdings, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on its
behalf of the undersigned thereunto duly authorized.
JJFN Services, Inc.
(Registrant)
By /s/
_________________
John Kushay
(Signature)
Chief Financial Officer
Treasurer
Dated: January 23, 1997
STOCK PLEDGE. ASSIGNMENT AND SECURITY AGREEMENT
THIS STOCK PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT ("Pledge
Agreement"), dated as of January 8, 1997 is made by ANTHONY GURINO,
with an office at 88-09 103rd Avenue, Ozone Park New York 11417 and
DENNIS SOMMESSO, with an office at 88-09 103rd Avenue, Ozone Park New
York 11417 (hereafter, together with its successors and assigns, (the
"Pledgors") in favor of JJFN Holdings, Inc., a Delaware Corporation
with its principal place of business at 2500 Military Trail, Boca
Raton, Florida 33431, (hereafter, together with its successors and
assigns, (the "Pledgee").
WHEREAS, pursuant to that certain Limited Guaranty by and between
Pledgors and Pledgee dated the 8th day of January, 1997, Pledgors have
has given to Pledgee a certain Promissory Note (The "Note") dated the
date hereof in the principal amount of One Million Three Hundred
Twelve Thousand Five Hundred ($1,312,500) Dollars. WHEREAS, a
condition precedent and material inducement to Pledgee accepting the
Note is the execution of the Limited Guaranty and the pledge and
assignment of the Stock by Pledgors to Pledgee as collateral security
therefore.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained herein and such other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows:
1. Pledge. As collateral security for the due and punctual payment of
all principal and interest due under the Note (hereafter referred to
as the "Obligations"), Pledgors hereby collaterally assigns,
transfers, sets over and delivers to Pledgee and hereby grants to the
Pledgee a continuing first interest in, and to 150,000 shares of Iron
Holdings Corp. ( the "Stock"), including, without limitation, all
rights of Pledgors to receive distributions, revenues, issues, profits
or other properties, monies or claims of any kind or nature at any
time distributable to or payable to Pledgors in respect of the Stock
together with the proceeds of any of the foregoing (collectively, the
"Pledged Collateral"). Concurrently with the execution and delivery of
this Pledge Agreement, Pledgors are duly delivering to the firm of
Samuel G. Weiss, Esq. (the "Escrow Agent") the following documents
(the "Escrowed Documents"), each of which shall be held by Escrow
Agent pursuant to the terms of this Agreement and shall constitute a
part of the Pledged Collateral: (I) the original stock certificates
representing the Stock together with stock powers for each
certificate, endorsed in blank and irrevocable proxies endorsed in
blank relating thereto; and (ii) stock transfer certificates or forms
duly executed in blank.
2. Representations.
2.1 Pledgors are residents of the State of New York; and have the
power to execute, deliver and perform its obligations under this
Pledge Agreement.
2.2 Intentionally Omitted.
2.3 Except for the security interest granted to the Pledgee pursuant
to this Pledge Agreement, Pledgors are the sole beneficial and record
owner of the Pledged Collateral, having good and valid title thereto,
free and clear of any and all liens, claims, encumbrances, security
interest, attachments, charges or rights of others.
2.4 The security interest granted to the Pledgee pursuant to this
Pledge Agreement constitutes and creates a valid first lien and
security interest on, in and to the Pledged Collateral in favor of the
Pledgee, which lien shall be perfected upon the delivery of the Stock
to the Escrow Agent and shall be deemed to be a security interest
under the Uniform Commercial Code in effect under the laws of the
State of New York.
2.5 The Pledge Agreement, when executed and delivered, will be a
legal, valid and binding obligation of Pledgor, enforceable against
Pledgor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, reorganization, moratorium or
similar laws now or hereafter in effect affecting creditor's rights
generally, or by the application of general principles of equity.
2.6 The Pledgors are in compliance with all laws, ordinances, rules
and regulations and all other legal requirements, the violation of
which would have a material adverse effect on the financial condition
of the Pledgor.
3. Certain Covenants of the Pledgor. From the date hereof until
payment in full of all Obligations, the Pledgor shall:
3.1 Not, without the prior written consent of the Pledgee, sell,
assign, transfer, pledge or otherwise encumber in any manner the
Pledged Collateral.
3.2 At any time and from time to time, upon the reasonable request of
the Pledgee, the Pledgors will promptly execute and deliver any and
all such further instruments and documents, and will take such further
action as may reasonably be deemed necessary to obtain, maintain and
perfect the security interest granted herein. In connection herewith,
the Pledgee is hereby irrevocably authorized and empowered as the
Pledgors' attorney-in-fact, at its option (but without any obligation
of the Pledgee to do so) to make all other filings (including the
filing of financing and continuation statements, amendments thereto
and other appropriate documents) and to give respect to the Pledged
Collateral. The Pledgors agree that the foregoing power constitutes a
power coupled with interest which shall survive until all of the
Obligations are paid or performed in full.
3.3 The Pledgors will not sign or file or authorize the signing or
filing of any document or instrument creating or perfecting any
security interest, lien or other encumbrance in all or any part of the
Pledged Collateral, except in favor of the Pledgee as required hereby
until the Obligations have been irrevocably paid and performed in full.
3.4 Subject to the terms of this Pledge Agreement, any addition to,
accumulations of, substitutions for, and proceeds of the Pledged
Collateral in any form whatsoever which shall come into the possession
of the Pledgers shall be held in trust for the Pledgee, and, upon
receipt thereof, shall be promptly delivered to the Escrow Agent in
the form received, together with such stock powers, certificates,
financing statements or other documents as the Pledgee shall
reasonably request in connection therewith.
4. Remedies.
4.1 Upon the maturity of the Obligations (whether by acceleration or
otherwise) and the failure by Pledgee to satisfy the Obligations, the
Pledgee may take any or all of the following actions:
4.1. 1 Prohibit the Pledgors from taking any action otherwise
permitted hereunder;
4.1.2 receive and retain all distributions and all other payments of
any kind upon any and all of the Pledged Collateral;
4.1.3 exercise any rights of voting, consent or management under the
Pledged Collateral, in its own name or in the name of a designee, to
the same extent as if the Pledgee or its designee were the outright
owner of the Pledged Collateral, or cause the Pledged Collateral to be
transferred to its own name or that of its designee;
4.1.4 take any action with respect to the foreclosure, sale,
assignment and transfer of the whole of, or from time to time any part
of, the Pledged Collateral, including, without limitation, to sell,
assign and transfer the whole or, from time to time any part of, the
Pledged Collateral at any private sale, or at public auction, after
advertisement of the time and place of sale as required by law and
after at least ten (10) days prior written notice to Pledgor, for
cash, for credit or for other property, for immediate or future
transfer, and for such price or prices as the Pledgee shall determine
to be commercially reasonable, and the Pledgee may bid for and
purchase the whole or any part of the Pledged Collateral at (i) any
private sale if the Pledged Collateral is of a type customarily sold
in a recognized market or is of a type which is subject to a widely
standard price quotation, or (ii) any public sale; adjourn any such
sale or cause the same to be adjourned from time to time to a
subsequent time and place announced at the time and place fixed for
the sale; and carry out any agreement to sell any item or items of
Pledged Collateral in accordance with the terms of such agreement.
4.2 Notwithstanding any other provisions of this Pledge Agreement to
the contrary, the Pledgee shall apply the cash proceeds received from
any sale or other disposition of the Pledged Collateral or from any
other source contemplated by this Agreement, together with any other
monies at the time held by the Pledgee under any of the provisions of
this Pledge Agreement, to the payment of the Obligations. The balance,
if any, of such proceeds shall be paid to the Pledgor, or as a court
of competent jurisdiction may direct.
4.3 As used in this Pledge Agreement, the term "business day" means
any day of the year other than a Saturday, a Sunday or a day on which
commercial banks in New York are not required or authorized to close.
4.4 Upon the completion of any sale or other disposition of all or any
part of the Pledged Collateral under this Section 4, full title and
right of possession to such Pledged Collateral shall pass to such
purchaser or purchasers forthwith upon the completion of such sale.
Nevertheless, if so reasonably requested by the Pledgee or by any
purchaser, the Pledgor shall confirm any such sale or transfer by
executing and delivering to such purchaser all proper instruments of
conveyance and transfer and releases as may be reasonable designated
in any such request. Every such sale or other disposition shall
operate to divest all rights, title, interests, claims and demands
whatsoever of the Pledgors of, in and to the Pledged Collateral so
sold or disposed of and shall be a perpetual bar, both at law and in
equity, against the Pledgor, all persons claiming the Pledged
Collateral sold or disposed of, or any parts thereof, through the
Pledgors and their successors and assigns.
5. Termination. This Pledge Agreement shall terminate upon the earlier
to occur of(I) the satisfaction of the Obligations, or (ii) upon
Pledgee's completion of the exercise of its remedies hereunder. In the
event of the occurrence of the matters described in subclause 5(I) or
5(ii) above,, the Escrow Agent is hereby authorized to release the
Escrowed Documents to Pledgors, together with any other of the Pledged
Collateral that may be delivered to Escrow Agent, without further
instruction or authorization and Pledgee shall execute and deliver
such appropriate instruments of reassignment and/or release as may be
reasonably requested by Pledgor or Escrow Agent. Pledgee shall pay any
and all costs, expenses or losses that may be incurred by Pledgors in
the event Pledgee fails to execute and deliver such instruments as may
be necessary to reassign and/or release the Pledged Collateral upon
Pledgors' satisfaction of the Obligations.
6. Voting and Other Rights. Until the maturity of the Obligations
(whether by acceleration or otherwise) and the failure by Pledgors to
satisfy the Obligations, the Pledgor shall be entitled to (I) vote the
Stock (ii) give consents, waivers and ratifications in respect of such
Stock, and (iii) receive any and all distributions, dividends, issued
profits or other monies in respect of the Stock.
7. Covenants of Pledgee. So long as Pledgors are not in default under
the terms of this Agreement, in the event that Pledgors at any time
during the term hereof elects to pursue an initial or subsequent
public offering of its securities, Pledgee hereby agrees to release
and discharge the security interest in the Stock granted pursuant to
the terms hereof to the extent necessary to facilitate said offering.
The release and discharge shall be effected at such time and in such
manner that is necessary or desirable to effect an orderly and
advantageous offering. At the time of the offering, Pledgee shall
receive a mandatory prepayment of the Obligations in accordance with
the terms and conditions of the Note. Pledgee agrees to timely execute
and deliver such appropriate instruments of reassignment and/or
release as may be reasonably requested by Pledgors, its counsel and/or
the Escrow Agent.
8. Escrow Agent.
8.1 Duties. The Escrow Agent shall hold the Escrowed Documents at its
offices and shall deliver same to the party entitled thereto as
provided in this Agreement. Escrow Agent is acting only as a
stakeholder with purely ministerial duties which duties are only those
that are herein specifically provided. This Agreement sets forth all
the obligations of Escrow Agent with respect to any and all matters
pertinent to the escrow contemplated hereunder and no additional
obligations of Escrow agent shall be implied from the terms of this
Agreement or any other Agreement. Escrow Agent shall incur no
liability in connection with the discharge of its obligations under
this Agreement or otherwise in connection therewith, except such
liability as may arise from the gross negligence or willful misconduct
of Escrow Agent. Escrow Agent shall have no tax or other reporting
duties with respect to the Escrow Documents or any of the Pledged
Collateral that may be delivered to the Escrow Agent, such duties
being the responsibility of the party or parties which receive, or
have the right to receive, the same.
8.2 Rights. Escrow Agent shall be entitled to rely upon, and shall be
fully protected form all liability, loss, cost, damage or expense in
acting or omitting to act pursuant to, any instruction, order,
judgment, certification, affidavit, demand, notice, opinion,
instrument or other writing delivered to it, which the Escrow Agent in
good faith believes to be genuine, without being required to determine
the authenticity of such document, the correctness of any fact stated
therein, the propriety of the service thereof or the capacity,
identity or authority of any party purporting to sign or deliver such
document. Escrow Agent may consult with counsel of its choice
(including any member of its firm) and shall not be liable for any
action taken or omitted to be taken by Escrow Agent in good faith in
accordance with the advice of such counsel. Escrow Agent or any member
of its firm shall have the right to act as counsel to Pledgers in any
dispute between the parties hereto with respect to any escrowed funds
or other dispute between the parties whether or not Escrow Agent
remains in possession of the Escrowed Documents and continues to act
as Escrowee.
8.3 Disputes. If any dispute arises as to whether Escrow Agent is
obligated to deliver escrowed documents or funds or as to whom any
escrowed documents or funds are to be delivered, Escrow Agent shall
not be required to make any delivery, but in such event Escrow Agent
may hold such documents or funds until receipt by Escrow Agent of
instructions in writing, signed by all parties which have, or claim to
have, an interest therein, directing the disposition of such documents
or funds or in the absence of such authorization, Escrow Agent may
hold such documents or funds until receipt of a certified copy of a
final judgment of a court of competent jurisdiction providing for the
disposition of such funds. Escrow Agent may require, as a condition to
the disposition of such documents or funds, pursuant to written
instructions, an indemnification in form and substance satisfactory to
Escrow Agent, from each party providing such instructions. If such
indemnification is not provided, or if the Escrow Agent is uncertain
as to which party or parties are entitled to the documents and/or
funds, Escrow Agent may either (I) hold the escrowed documents or
funds until receipt of (x) such written instructions and
indemnification, or (y) a certified copy of a final judgment of a
court of competent jurisdiction providing for the disposition of same,
or (ii) deposit the documents or funds in the registry of a court of
competent jurisdiction; provided, however, that notwithstanding the
foregoing, Escrow Agent may, but shall not be required to, institute
legal proceedings of any kind.
8.4 Indemnification. Pledgors and Pledgee each agree to reimburse
Escrow Agent on demand for, and to indemnify and hold Escrow Agent
harmless against and with respect to, one half of any and all loss,
cost, claim, liability, damage or expense of whatever kind or nature
(including, without limitation, attorney's fees and costs) that Escrow
Agent may suffer or incur in connection with the entering into of this
Agreement and performance of its obligations under this Agreement or
otherwise in connection therewith, except to the extent such loss,
cost, claim, liability, damage or expense arises from the gross
negligence or will full misconduct of Escrow Agent.
8.5 Resignation. Escrow Agent and any successor escrow agent may at
any time resigns such by delivering the documents and funds held by it
to either (I) any successor escrow agent designated by all the parties
hereto (other than Escrow Agent) in writing, or (ii) any court having
competent jurisdiction. Upon its resignation and delivery of the funds
as provided in this paragraph, Escrow Agent shall be discharged of,
and from, any and all further obligations arising in connection with
the escrow contemplated by this Agreement.
8.6 Modification. Escrow Agent shall not be bound by any modification,
cancellation, or rescission of this Agreement unless in writing and
signed by Escrow Agent.
9. Miscellaneous.
9.1 Waiver: Amendments. No failure on the part of Pledgee to exercise,
and no delay in the exercise of any right, power, or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise by Pledgee of any right, power or remedy hereunder preclude
other or further exercise of the same, or the exercise of any other
right, power, or remedy provided for herein. No amendment,
modification, or waiver of, or consent with respect to any departure
from, any provision of this Agreement shall in any event be effective
unless the same shall be in writing and signed and delivered by the
Pledgee and the Pledgors, and then any such amendment, modification,
waiver, or consent shall be effective only in the specific instance
and for the specific purpose for which the same shall have been given.
9.2 Modifications. Neither this Pledge Agreement nor any provision
hereof may be changed, modified, amended, waived, discharged,
abandoned or terminated except by an instrument in writing signed by
the party against whom enforcement of the change, modification,
amendment, waiver, discharge, abandonment or termination is sought.
9.3 Notices. All notices, requests, demands and other communications
under this Pledge Agreement shall be in writing and shall be deemed to
have been given if personally delivered, delivered by commercial
delivery service, or mailed by registered or certified mail, postage
prepaid, return receipt requested, as elected by the party providing
such notice, addressed as follows:
If to Pledgor:
Iron Holdings Corp.
88-09 103rd Avenue
Ozone Park, New York 11417
Attn: Anthony Gurino
With a copy to:
Richard Anslow, Esq.
4255 Route 9 - Suite D
Freehold, New Jersey 07728
If to Pledgee
JJFN Holdings, Inc.
2500 Military Trial, Suite 220
Boca Raton, Florida 33431
With a copy to:
Samuel G. Weiss, Esq.
30 Main Street
Port Washington, New York 11050
If to Escrow Agent:
Samuel G. Weiss, Esq. 30 Main Street Port Washington, New York 11050
Notices shall be deemed to have been given upon delivery, or, in the
case of certified or registered mail, on the third business day after
the date of mailing. Any party hereto may change its address for
purposes hereof by written notice to the other parties in the manner
provided herein.
9.4 Entire Agreement. This Pledge Agreement, the Note and the Limited
Guaranty constitute the entire agreement between the Pledgors and the
Pledgee with respect to the subject matter hereof, and all prior
discussions, understandings, arrangements and agreements relating
thereto are merged herein.
9.5 Captions. Section captions used in this Pledge Agreement are for
the convenience of the parties only, and shall not be deemed to in any
way affect or limit the meaning or construction of any of the
provisions hereof
9.6 Governing Law: Venue.
9.6.1 This Pledge Agreement shall be a contract made under and
governed by the Laws of the State of New York, without regard to
conflict of laws principles.
9.6.2 If any legal proceeding or other legal action arising out of or
relating to this Pledge Agreement is commenced, the venue therefore
shall be in New York New York. The parties agree that New York New
York shall be deemed to be a convenient forum, and that no legal
action or proceeding relating to this Pledge Agreement shall be
initiated in any other forum. The parties hereby expressly and
irrevocably consent and submit to the jurisdiction of the United
States District Court for the Southern District of New York and the
courts of record of New York New York in connection with any such
legal action or other legal proceeding.
9.7 Successors and Assigns. This Pledge Agreement shall bind and inure
to the benefit of the Pledgors and Pledgee and their respective heirs,
personal representatives, successors, transferees and assigns;
provided, however, that Pledgors and Pledgee shall have no right to
transfer or assign any of its rights and obligations under this Pledge
Agreement unless expressly agreed in writing by the other, at its sole
discretion.
9.8 Non-Recourse. Notwithstanding any other provision in this Pledge
Agreement to the contrary, the obligation of the Pledgors to pay the
indebtedness evidenced and secured hereby shall not be enforced by any
action or proceeding wherein or whereby damages or any money judgment
(including any deficiency judgment) shall be sought against the
Pledgors and/or any of its officers, directors, shareholders,
employees, agents or representatives each a "Party'' and collectively
the "Parties"). It being expressly understood and agreed by the
Pledgee that its sole and exclusive remedy for the default of Pledgors
in the payment of the amounts due hereunder or otherwise shall be to
effect the remedies provided under this Pledge Agreement.
Notwithstanding the foregoing, but only to the extent procedurally
required to effect the remedies provided under this Pledge Agreement,
a Party may be made a defendant in an action solely to enforce such
remedies against the encumbered property and any judgment in such
action shall be enforceable against such Party only to the extent of
the respective interest of such Party in the encumbered property.
9.9 Modification of Loan Documents. It is expressly understood and
agreed that this Pledge Agreement shall remain and continue in full
force and effect notwithstanding any modification, amendment,
extension, renewal or replacement of the Note.
9.10 Time of Essence. Time is of the essence under this Pledge
Agreement.
9.11 Counterparts: Effectiveness. This Agreement may be executed in
any number of counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be an
original but all when taken together, shall constitute but one and the
same agreement.
9.12 Limited Remedies. It is expressly understood and agreed by
Pledgee that the limited rights and remedies contained in this Pledge
Agreement are the sole rights and remedies available for a default by
Pledgors under the Note and are exclusive to all other rights and
remedies that may be otherwise available to Pledgors at law, in equity
or by statute.
9.13 Other Provisions. This Agreement is the Stock Pledge, Assignment
and Security Agreement issued under and referred to in the Note and
the Agreement to Purchase Shares and is subject to the provisions of
the Note and the Agreement to Purchase Shares.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Pledge Agreement as of the day Smear first above written.
PLEDGOR:
IRON HOLDING CORP.
a New York Corporation
By: Anthony Gurino
President
PLEDGEE
JJFN HOLDINGS, INC.
A Delaware Corporation
By: Susan Schlapkohl
President
STATE OF NEW YORK )
SS:
COUNTY OF NASSAU )
On this 8th day of January, 1997, before me personally Anthony Gurino,
personally known to me who, being duly sworn, did depose and say that
he is the individual described in and who executed the foregoing
instrument, and he acknowledged that he executed the same in his
authorized capacity as the President of Iron Holdings Corp.
WITNESS my had and official seal.
JOHANNA STANZIALE
Commissioner of Deeds
City of New York No.4-5123
Commission Expires August 22, 1997
STATE OF FLORIDA )
COUNTY Of PALM BEACH
On this 8th day of January, 1997, before me personally came Susan
Schlapkohl, personally known to me who, being duly sworn, did depose
and say that she is the President of Iron Holdings Corp., the
corporation described in and which executed the foregoing instrument,
and he acknowledged that he executed the same in her authorized
capacity as the President of Iron Holdings Corp.
WITNESS my hand and official seal.
Joan Kushay
Commission#cc603589
Expires Nov 24, 2000
STOCK PLEDGE. ASSIGNMENT AND SECURITY AGREEMENT
THIS STOCK PLEDGE, ASSIGNMENT AND SECURITY AGREEMENT ("Pledge
Agreement"), dated as of January 8, 1997 is made by Iron Holdings
Corp., a New York Corporation with its principal place of business at
88-09 103'd Avenue, Ozone Park New York 11417 (hereafter, together
with its successors and assigns, (the "Pledgor") in favor of JJFN
Holdings, Inc., a Delaware Corporation with its principal place of
business at 2500 Military Trail, Boca Raton, Florida 33431,
(hereafter, together with its successors and assigns, (the "Pledgee").
WHEREAS, pursuant to that certain Stock Purchase Agreement by and
between Pledgor and Pledgee dated the 8th day of January, 1997,
Pledgor has given to Pledgee a certain Promissory Note (The "Note")
dated the date hereof in the principal amount of One Million Three
Hundred Twelve Thousand Five Hundred ($1,312,500) Dollars. WHEREAS,
upon consummation of the Stock Purchase Agreement, Pledgor will be the
beneficial and record owner of all the issued and outstanding shares
of common stock of Iron Eagle Contracting and Mechanical, Inc., a New
York Corporation (such shares are hereinafter referred to as the
"Stock").
WHEREAS, a condition precedent and material inducement to Pledgee
accepting the Note-and consummating the Stock Purchase Agreement is
the pledge and assignment of the Stock by Pledgor to Pledgee as
collateral security therefore.
NOW THEREFORE, in consideration of the premises and of the mutual
covenants contained herein and such other good and valuable
consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties hereto agree as follows: 1. Pledge. As
collateral security for the due and punctual payment of all principal
and interest due under the Note (hereafter referred to as the
"Obligations"), Pledgor hereby collaterally assigns, transfers, sets
over and delivers to Pledgee and hereby grants to the Pledgee a
continuing first interest in, and to, the Stock including, without
limitation, all rights of Pledgor to receive distributions, revenues,
issues, profits or other properties, monies or claims of any kind or
nature at any time distributable to or payable to Pledgor in respect
of the Stock together with the proceeds of any of the foregoing
(collectively, the "Pledged Collateral"). Concurrently with the
execution and delivery of this Pledge Agreement, Pledgor is duly
delivering to the firm of Samuel G. Weiss, Esq. (the "Escrow Agent")
the following documents (the "Escrowed Documents"), each of which
shall be held by Escrow Agent pursuant to the terms of this Agreement
and shall constitute a part of the Pledged Collateral: (I) the
original stock certificates representing the Stock together with stock
powers for each certificate, endorsed in blank and irrevocable proxies
endorsed in blank relating thereto; and (ii) stock transfer
certificates or forms duly executed in blank.
2. Representations.
2.1 Pledgor is a corporation duly formed, validly existing and in good
standing under the laws of the State of New York; has all requisite
power and authority (I) to own its own assets (including the Stock)
and to carry on the business in which it is engaged, and (ii) to
execute, deliver and perform its obligations under this Pledge
Agreement.
2.2 The execution and delivery by the Pledgor of this Pledge Agreement
and the performance of Pledgor's obligations hereunder (I) have been
duly authorized by all necessary corporate action, (ii) will not
violate, contravene or be in conflict with its "Articles of
Incorporation" or "By-Laws", (iii) will not violate, be in conflict
with, result in a breach of or constitute (with or without the giving
of notice, or the passage of time or both) a default under any
agreement or other instrument to which Pledgor is a party or by which
Pledgor or any of Pledgor's properties or assets is or may be bound,
and (iv) will not result in the creation or imposition of any
encumbrance of any nature whatsoever upon any of the Pledgor's
properties or assets, except the liens contemplated hereby.
2.3 Except for the security interest granted to the Pledgee pursuant
to this Pledge Agreement, Pledgor is the sole beneficial and record
owner of the Pledged Collateral, having good and valid title thereto,
free and clear of any and all liens, claims, encumbrances, security
interest, attachments, charges or rights of others.
2.4 The security interest granted to the Pledgee pursuant to this
Pledge Agreement constitutes and creates a valid first lien and
security interest on, in and to the Pledged Collateral in favor of the
Pledgee, which lien shall be perfected upon the delivery of the Stock
to the Escrow Agent and shall be deemed to be a security interest
under the Uniform Commercial Code in effect under the laws of the
State of New York.
2.5 The Pledge Agreement, when executed and delivered, will be a
legal, valid and binding obligation of Pledgor, enforceable against
Pledgor in accordance with its terms, except as enforceability may be
limited by applicable bankruptcy, reorganization, moratorium or
similar laws now or hereafter in effect affecting creditor's rights
generally, or by the application of general principles of equity.
2.6 The Pledgor is in compliance with all laws, ordinances, rules and
regulations and all other legal requirements, the violation of which
would have a material adverse effect on the financial condition of the
Pledgor.
3. Tin Covenants of the Pledgor. From the date hereof until payment in
full of all Obligations, the Pledgor shall:
3.1 Not, without the prior written consent of the Pledgee, sell,
assign, transfer, pledge or otherwise encumber in any manner the
Pledged Collateral.
3.2 At any time and from time to time, upon the reasonable request of
the Pledgee, the Pledgor will promptly execute and deliver any and all
such further instruments and documents, and will take such further
action as may reasonably be deemed necessary to obtain, maintain and
perfect the security interest granted herein. In connection herewith,
the Pledgee is hereby irrevocably authorized and empowered as the
Pledgor's attorney-in-fact, at its option (but without any obligation
of the Pledgee to do so) to make all other filings (including the
filing of financing and continuation statements, amendments thereto
and other appropriate documents) and to give respect to the Pledged
Collateral. The Pledgor agrees that the foregoing power constitutes a
power coupled with interest which shall survive until all of the
Obligations are paid or [performed in full.
3.3 The Pledgor will not sign or file or authorize the signing or
filing of any document or instrument creating or perfecting any
security interest, lien or other encumbrance in all or any part of the
Pledged Collateral, except in favor of the Pledgee as required hereby
until the Obligations have been irrevocably paid and performed in full.
3.4 Subject to the terms of this Pledge Agreement, any addition to,
accumulations of, substitutions for, and proceeds of the Pledged
Collateral in any form whatsoever which shall come into the possession
of the Pledgor shall be held in trust for the Pledgee, and, upon
receipt thereof, shall be promptly delivered to the Escrow Agent in
the form received, together with such stock powers, certificates,
financing statements or other documents as the Pledgee shall
reasonably request in connection therewith.
4. Remedies.
4.1 Upon the maturity of the Obligations (whether by acceleration or
otherwise) and the failure by Pledgee to satisfy the Obligations, the
Pledgee may take any or all of the following actions:
4.1. 1 Prohibit the Pledgor from taking any action otherwise
permitted hereunder;
4.1.2 receive and retain all distributions and all other payments of
any kind upon any and all of the Pledged Collateral;
4.1.3 exercise any rights of voting, consent or management under the
Pledged Collateral, in its own name or in the name of a designee, to
the same extent as if the Pledgee or its designee were the outright
owner of the Pledged Collateral, or cause the Pledged Collateral to be
transferred to its own name or that of its designee;
4.1.4 take any action with respect to the foreclosure, sale,
assignment and transfer of the whole of, or from time to time any part
of, the Pledged Collateral, including, without limitation, to sell,
assign and transfer the whole or, from time to time any part of, the
Pledged Collateral at any private sale, or at public auction, after
advertisement of the time and place of sale as required by law and
after at least ten (10) days prior written notice to Pledgor, for
cash, for credit or for other property, for immediate or future
transfer, and for such price or prices as the Pledgee shall determine
to be commercially reasonable, and the Pledgee may bid for and
purchase the whole or any part of the Pledged Collateral at (I) any
private sale if the Pledged Collateral is of a type customarily sold
in a recognized market or is of a type which is subject to a widely
standard price quotation, or (ii) any public sale; adjourn any such
sale or cause the same to be adjourned from time to time to a
subsequent time and place announced at the time and place fixed for
the sale; and carry out any agreement to sell any item or items of
Pledged Collateral in accordance with the terms of such agreement.
4.2 Notwithstanding any other provisions of this Pledge Agreement to
the contrary, the Pledgee shall apply the cash proceeds received from
any sale or other disposition of the Pledged Collateral or from any
other source contemplated by this Agreement, together with any other
monies at the time held by the Pledgee under any of the provisions of
this Pledge Agreement, to the payment of the Obligations. The balance,
if any, of such proceeds shall be paid to the Pledgor, or as a court
of competent jurisdiction may direct.
4.3 As used in this Pledge Agreement, the term "business day" means
any day of the year other than a Saturday, a Sunday or a day on which
commercial banks in New York are not required or authorized to close.
4.4 Upon the completion of any sale or other disposition of all or any
part of the Pledged Collateral under this Section 4, full title and
right of possession to such Pledged Collateral shall pass to such
purchaser or purchasers forthwith upon the completion of such sale.
Nevertheless, if so reasonably requested by the Pledgee or by any
purchaser, the Pledgor shall confirm any such sale or transfer by
executing and delivering to such purchaser all proper instruments of
conveyance and transfer and releases as may be reasonable designated
in any such request. Every such sale or other disposition shall
operate to divest all rights, title, interests, claims and demands
whatsoever of the Pledgor of, in and to the Pledged Collateral so sold
or disposed of and shall be a perpetual bar, both at law and in
equity, against the Pledgor, all persons claiming the Pledged
Collateral sold or disposed of, or any parts thereof, through the
Pledgor, and its successors and assigns.
5. Terminations This Pledge Agreement shall terminate upon the earlier
to occur of (I) the satisfaction of the Obligations, or (ii) upon
Pledgee's completion of the exercise of its remedies hereunder. In the
event of the occurrence of the matters described in subclause 5(I) or
5(ii) above,, the Escrow Agent is hereby authorized to release the
Escrowed Documents to Pledgor, together with any other of the Pledged
Collateral that may be delivered to Escrow Agent, without further
instruction or authorization and Pledgee shall execute and deliver
such appropriate instruments of reassignment and/or release as may be
reasonably requested by Pledgor or Escrow Agent. Pledgee shall pay any
and all costs, expenses or losses that may be incurred by Pledgor in
the event Pledgee fails to execute and deliver such instruments as may
be necessary to reassign and/or release the Pledged Collateral upon
Pledgor's satisfaction of the Obligations.
6. Voting and Other Rights. Until the maturity of the Obligations
(whether by acceleration or otherwise) and the failure by Pledgor to
satisfy the Obligations, the Pledgor shall be entitled to (I) vote the
Stock, (ii) give consents, waivers and ratifications in respect of
such Stock and (iii) receive any and all distributions, dividends,
issued profits or other monies in respect of the Stock.
7. Covenants of Pledgee. So long as Pledgor is not in default under
the terms of this Agreement, in the event that Pledgor at any time
during the term hereof elects to pursue an initial or subsequent
public offering of its securities, Pledgee hereby agrees to release
and discharge the security interest in the Stock granted pursuant to
the terms hereof to the extent necessary to facilitate said offering.
The release and discharge shall be effected at such time and in such
manner that is necessary or desirable to effect an orderly and
advantageous offering. At the time of the offering, Pledgee shall
receive a mandatory prepayment of the Obligations in accordance with
the terms and conditions of the Note. Pledgee agrees to timely execute
and deliver such appropriate instruments of reassignment and/or
release as may be reasonably requested by Pledgor, its counsel and/or
the Escrow Agent.
8. Escrow Agent.
8.1 Duties. The Escrow Agent shall hold the Escrowed Documents at its
offices and shall deliver same to the party entitled thereto as
provided in this Agreement. Escrow Agent is acting only as a
stakeholder with purely ministerial duties which duties are only those
that are herein specifically provided. This Agreement sets forth all
the obligations of Escrow Agent with respect to any and all matters
pertinent to the escrow contemplated hereunder and no additional
obligations of Escrow agent shall be implied from the terms of this
Agreement or any other Agreement. Escrow Agent shall incur no
liability in connection with the discharge of its obligations under
this Agreement or otherwise in connection therewith, except such
liability as may arise from the gross negligence or willful misconduct
of Escrow Agent. Escrow Agent shall have no tax or other reporting
duties with respect to the Escrow Documents or any of the Pledged
Collateral that may be delivered to the Escrow Agent, such duties
being the responsibility of the party or parties which receive, or
have the right to receive, the same.
8.2 Rights. Escrow Agent shall be entitled to rely upon, and shall be
fully protected form all liability, loss, cost, damage or expense in
acting or omitting to act pursuant to, any instruction, order,
judgment, certification, affidavit, demand, notice, opinion,
instrument or other writing delivered to it, which the Escrow Agent in
good faith believes to be genuine, without being required to determine
the authenticity of such document, the correctness of any fact stated
therein, the propriety of the service thereof or the capacity,
identity or authority of any party purporting to sign or deliver such
document. Escrow Agent may consult with counsel of its choice
(including any member of its firm) and shall not be liable for any
action taken or omitted to be taken by Escrow Agent in good faith in
accordance with the advice of such counsel. Escrow Agent or any member
of its firm shall have the right to act as counsel to Pledgor in any
dispute between the parties hereto with respect to any escrowed funds
or other dispute between the parties whether or not Escrow Agent
remains in possession of the Escrowed Documents and continues to act
as Escrowee.
8.3 Disputes. If any dispute arises as to whether Escrow Agent is
obligated to deliver escrowed documents or funds or as to whom any
escrowed documents or funds are to be delivered, Escrow Agent shall
not be required to make any delivery, but in such event Escrow Agent
may hold such documents or funds until receipt by Escrow Agent of
instructions in writing, signed by all parties which have, or claim to
have, an interest therein, directing the disposition of such documents
or funds or in the absence of such authorization, Escrow Agent may
hold such documents or funds until receipt of a certified copy of a
final judgment of a court of competent jurisdiction providing for the
disposition of such funds. Escrow Agent may require, as a condition to
the disposition of such documents or funds, pursuant to written
instructions, an indemnification in form and substance satisfactory to
Escrow Agent, from each party providing such instructions. If such
indemnification is not provided, or if the Escrow Agent is uncertain
as to which party or parties are entitled to the documents and/or
funds, Escrow Agent may either (I) hold the escrowed documents or
funds until receipt of (x) such written instructions and
indemnification, or (y) a certified copy of a final judgment of a
court of competent jurisdiction providing for the disposition of same,
or (ii) deposit the documents or funds in the registry of a court of
competent jurisdiction; provided, however, that notwithstanding the
foregoing, Escrow Agent may, but shall not be required to, institute
legal proceedings of any kind.
8.4 Indemnification.. Pledgor and Pledgee each agree to reimburse
Escrow Agent on demand for, and to indemnify and hold Escrow Agent
harmless against and with respect to, one half of any and all loss,
cost, claim, liability, damage or expense of whatever kind or nature
(including, without limitation, attorney's fees and costs) that Escrow
Agent may suffer or incur in connection with the entering into of this
Agreement and performance of its obligations under this Agreement or
otherwise in connection therewith, except to the extent such loss,
cost, claim, liability, damage or expense arises from the gross
negligence or will full misconduct of Escrow Agent.
8.5 Resignation. Escrow Agent and any successor escrow agent may at
any time resigns such by delivering the documents and funds held by it
to either (I) any successor escrow agent designated by all the parties
hereto (other than Escrow Agent) in writing, or (ii) any court having
competent jurisdiction. Upon its resignation and delivery of the funds
as provided in this paragraph, Escrow Agent shall be discharged of,
and from, any and all further obligations arising in connection with
the escrow contemplated by this Agreement.
8.6 Modification. Escrow Agent shall not be bound by any modification,
cancellation, or rescission of this Agreement unless in writing and
signed by Escrow Agent.
9. Miscellaneous.
9.1 Waiver: Amendments. No failure on the part of Pledgee to exercise,
and no delay in the exercise of any right, power, or remedy hereunder
shall operate as a waiver thereof, nor shall any single or partial
exercise by Pledgee of any right, power or remedy hereunder preclude
other or further exercise of the same, or the exercise of any other
right, power, or remedy provided for herein. No amendment,
modification, or waiver of, or consent with respect to any departure
from, any provision of this Agreement shall in any event be effective
unless the same shall be in writing and signed and delivered by the
Pledgee and the Pledgor, and then any such amendment, modification,
waiver, or consent shall be effective only in the specific instance
and for the specific purpose for which the same shall have been given.
9.2 Modifications. Neither this Pledge Agreement nor any provision
hereof may be changed, modified, amended, waived, discharged,
abandoned or terminated except by an instrument in writing signed by
the party against whom enforcement of the change, modification,
amendment, waiver, discharge, abandonment or termination is sought.
9.3 Notices. All notices, requests, demands and other communications
under this Pledge Agreement shall be in writing and shall be deemed to
have been given if personally delivered, delivered by commercial
delivery service, or mailed by registered or certified mail, postage
prepaid, return receipt requested, as elected by the party providing
such notice, addressed as follows:
If to Pledgor:
Iron Holdings Corp.
88-09 103rd Avenue
Ozone Park New York 11417
Attn: Anthony Gurino
With a copy to:
Richard Anslow, Esq.
4255 Route 9 - Suite D
Freehold, New Jersey 07728
If to Pledgee:
JJFN Holdings, Inc.
2500 Military Trial, Suite 220
Boca Raton, Florida 33431
With a copy to:
Samuel G. Weiss, Esq.
30 Main Street
Port Washington, New York 11050
If to Escrow Agent:
Samuel G. Weiss, Esq.
30 Main Street
Port Washington, New York 11050
Notices shall be deemed to have been given upon delivery, or, in the
case of certified or registered mail, on the third business day after
the date of mailing. Any party hereto may change its address for
purposes hereof by written notice to the other parties in the manner
provided herein.
9.4 Entire Agreement. This Pledge Agreement, the Note and the Stock
Purchase Agreement constitutes the entire agreement between the
Pledgor and the Pledgee with respect to the subject matter hereof, and
all prior discussions, understandings, arrangements and agreements
relating thereto are merged herein.
9.5 Captions. Section captions used in this Pledge Agreement are for
the convenience of the parties only, and shall not be deemed to in any
way affect or limit the meaning or construction of any of the
provisions hereof.
9.6 Governing Law: Venue.
9.6.1 This Pledge Agreement shall be a contract made under and
governed by the Laws of the State of New York, without regard to
conflict of laws principles.
9.6.2 If any legal proceeding or other legal action arising out of or
relating to this Pledge Agreement is commenced, the venue therefore
shall be in New York New York. The parties agree that New York New
York shall be deemed to be a convenient forum, and that no legal
action or proceeding relating to this Pledge Agreement shall be
initiated in any other forum. The parties hereby expressly and
irrevocably consent and submit to the jurisdiction of the United
States District Court for the Southern District of New York and the
courts of record of New York, New York in connection with any such
legal action or other legal proceeding.
9.7 Successors and Assigns. This Pledge Agreement shall bind and inure
to the benefit of the Pledgor and Pledgee and their respective heirs,
personal representatives, successors, transferees and assigns;
provided, however, that Pledgor and Pledgee shall have no right to
transfer or assign any of its rights and obligations under this Pledge
Agreement unless expressly agreed in writing by the other, at its sole
discretion.
9.8 Non-Recourse. Notwithstanding any other provision in this Pledge
Agreement to the contrary, the obligation of the Pledgor to pay the
indebtedness evidenced and secured hereby shall not be enforced by any
action or proceeding wherein or whereby damages or any money judgment
(including any deficiency judgment) shall be sought against the
Pledgor and/or any of its officers, directors, shareholders,
employees, agents or representatives (hereafter, each a "Party" and
collectively the "Parties"). It being expressly understood and agreed
by the Pledgee that its sole and exclusive remedy for the default of
Pledgor in the payment of the amounts due hereunder or otherwise shall
be to effect the remedies provided under this Pledge Agreement.
Notwithstanding the foregoing, but only to the extent procedurally
required to effect the remedies provided under this Pledge Agreement,
a Party may be made a defendant in an action solely to enforce such
remedies against the encumbered property and any judgment in such
action shall be enforceable against such Party only to the extent of
the respective interest of such Party in the encumbered property.
9.9 Modification of Loan Documents. It is expressly understood and
agreed that this Pledge Agreement shall remain and continue in full
force and effect notwithstanding any modification, amendment,
extension, renewal or replacement of the Note.
9.10 Time of Essence. Time is of the essence under this Pledge
Agreement.
9.11 Counterparts: Effectiveness. This Agreement may be executed in
any number of counterparts and by the different parties on separate
counterparts and each such counterpart shall be deemed to be an
original but all when taken together, shall constitute but one and the
same agreement.
9.12 Limited Remedies. It is expressly understood and agreed by
Pledgee that the limited rights and remedies contained in this Pledge
Agreement are the sole rights and remedies available for a default by
Pledgor under the Note and are exclusive to all other rights and
remedies that may be otherwise available to Pledgor at law, in equity
or by statute.
9.13 Other Provisions. This Agreement is the Stock Pledge, Assignment
and Security Agreement issued under and referred to in the Note and
the Agreement to Purchase Shares and is subject to the provisions of
the Note and the Agreement to Purchase Shares.
IN WITNESS WHEREOF, the parties have duly executed and delivered this
Pledge Agreement as of the day and year first above written.
PLEDGOR:
IRON HOLDING CORP.
a New York corporation
By: Anthony Gurino
President
PLEDGEE:
JJFN HOLDINGS INC.
A Delaware Corporation
By: Susan Schlapkohl, President
The Escrow Agent has signed this Agreement for the purpose of
acknowledging its rights and obligations hereunder and the receipt of
the Escrowed Documents.
ESCROW AGENT:
Samuel G. Weiss
STATE OF NEW YORK )
SS:
COUNTY OF NASSAU )
On this 8th day of January, 1997, before me personally came Anthony
Gurino, personally known to me who, being duly sworn, did depose and
say that he is the President of Iron Holdings Corp., the corporation
described in and which executed the foregoing instrument, and he
acknowledged that he executed the same in his authorized capacity as
the President of Iron Holdings Corp.
WITNESS my hand and official seal.
Commissioner Deeds Notary Public
City of New row No. 4-5123
Certificate Filed In
County
STATE OF FLORIDA )
COUNTY PALM BEACH SS:
On this 8th day of January, 1997, before me personally came Susan
Schlapkohl, personally known to me who, being duly sworn, did depose
and say that she is the President of Iron Holdings Corp., the
corporation described in and which executed the foregoing instrument,
and he acknowledged that he executed the same in her authorized
capacity as the President of Iron Holdings Corp.
WITNESS my hand and official seal.
Joan Kushay
Notary Public
Commission #CC603589
Expires Nov, 2000
INDEMNITY AGREEMENT
AGREEMENT made this day of January, 1997 effective as of October 1,
1996, between ANTHONY GURINO and DENNIS SOMMESSO with an office
located at 88 09 103rd Avenue, Ozone Park, New York 11417 (hereinafter
referred to as INDEMNITORS. and JJFN HOLDINGS, INC. with its principal
office located at 2500 Military Trail, Suite 220, Boca Raton, Florida
33431 (hereinafter referred to as INDEMNITEE.)
1. Indemnification. In consideration of the execution and delivery of
the Agreement to Purchase shares of IRON EAGLE CONTRACTING AND
MECHANICAL, INC., INDEMNITORS shall indemnify and hold harmless
INDEMNITEE from and against any and all liability, loss, claims,
damages, costs, demands, attorneys' fees and expenses of whatever kind
or notice together with interest therein at the maximum rate allowed
by law which INDEMNITEE may sustain as a result of and pursuant to
INDEMNITEE'S execution of any General Agreement of Indemnity, Bond,
Surety or Guarantee in relation to or in connection with the business
of IRON EAGLE CONTRACTING AND MECHANICAL, INC.
2. Termination. This Agreement shall terminate upon the sooner to
occur of the following events:
(a) One (1) year from the date hereof; or
(b) The prepayment of a maximum of $500,000 pursuant to the Promissory
Note executed the date hereof by IRON HOLDINGS CORP. as Maker in favor
of JJFN HOLDINGS CORP. as Payee.
3. Further Actions. At any time and from time to time,
each party agrees, at its or their expense, to take such actions and
to execute and deliver such documents as may be reasonably necessary
to effectuate the purposes of this Agreement.
4. Availability of Equitable Remedies. Since a breach of the
provisions of this Agreement could not adequately be compensated by
money damages, any party shall be entitled, either before or after the
Closing, in addition to any other right or remedy available to it, to
an injunction restraining such breach or a threatened breach and to
specific performance of any such provision of this Agreement, and in
either case no bond or other security shall be required in connection
therewith, and the parties hereby consent to the issuance of such an
injunction and to the ordering of specific performance.
5. Modification. This Agreement and may be modified only by a written
instrument duly executed by each party.
6. Notices. Any notice or other communication required or permitted to
be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested or by Federal Express,
Express Mail, or similar overnight delivery or courier service or
delivered (in person or by telecopy, telex, or similar
telecommunications equipment) against receipt to the party to whom it
is to be given at the address of such party set forth in the preamble
to this Agreement (or to such other address as the party shall have
furnished in writing in accordance with the provisions of this
Section) with a copy to each of the other parties hereto. Any notice
or other communication given by certified mail shall be deemed given
at the time of certification thereof, except for a notice changing a
party's address which will be deemed given at the time of receipt
thereof. Any notice given by other means permitted by this Section
shall be deemed given at the time of receipt thereof.
7. Waiver. Any waiver by any party of a breach of any term of this
Agreement shall not operate as or be construed to be a waiver of any
other breach of that term or of any breach of any other term of this
Agreement. The failure of a party to insist upon strict adherence to
any term of this Agreement on one or more occasions will not be
considered a waiver or deprive that party of the right thereafter to
insist upon strict adherence to that term or any other term of this
Agreement. Any waiver must be in writing .
8. Binding Effect. The provisions of this Agreement shall be binding
upon the parties and their respective successors and assigns and shall
inure to the benefit of each Indemnitee and its successors and assigns
(if not a natural person) and his assigns, heirs, and personal
representatives (if a natural person).
9. No Third Party Beneficiaries. This Agreement does not create, and
shall not be construed as creating, any rights enforceable by any
person not a party to this Agreement.
10. Separability. If any provision of this Agreement is invalid,
illegal, or unenforceable, the balance of this Agreement shall remain
in effect, and if any provision is inapplicable to any person or
circumstance, it shall nevertheless remain applicable to all other
persons and circumstances.
11. Headings. The headings in this Agreement are solely for
convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.
12. Counterparts: Governing Law. This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument. It
shall be governed by and construed in accordance with the laws of New
York, without giving effect to conflict of laws. Any action, suit, or
proceeding arising out of, based on, or in connection with this
Agreement or the transactions contemplated hereby may be brought only
in the United States District Court for the Southern District of New
York and each party covenants and agrees not to assert, by way of
motion, as a defense, or otherwise in any such action, suit, or
proceeding, any claim that it or he is not subject personally to the
jurisdiction of such court, that its or his property is exempt or
immune from attachment or execution, that the action, suit, or
proceeding is brought in an inconvenient forum, that the venue of the
action, suit, or proceeding is improper, or that this Agreement or the
subject matter hereof may not be enforced in or by such court.
IN WITNESS WHEREOF, the Parties hereto have this day set their hand and seal.
JOHANNA STANZIALE DENNIS SOMMESSO, Indemnitor
Commissioner of Deeds
City of New York No. 4-5123
Certificate filed in JJFN HOLDINGS, INC.
Commission Expires August 22, 1998 SUSAN SCHLAPKOHL, INDEMNITEE
PROMISSORY NOTE
$1,312,500.00 Port Washington, New York
January 8, 1997
For value received, Iron Holdings Corp., with its
principal office at 88-09 103rd Avenue, Ozone Park, New York 11417,
undersigned (the "Maker"), promises to pay JJFN Holdings, Inc., a
Delaware Corporation with a principal office located at 2500 Military
Trail, Suite 220, Boca Raton, Florida 33431, (the "Payee"), or order,
or such other place as may be designated by the Payee, the sum of One
Million Three Hundred Twelve Thousand Five Hundred ($1,312,500.00)
dollars to be paid together with interest on the terms
and conditions set forth below. This Note shall have a term of five
(5) years from the date hereof.
1. Interest Rate.
The entire outstanding principal balance of
this Note shall bear interest at the (i) prime, base or reference rate
(the "Prime Rate") announced from time to time, by The Chase Manhattan
Bank, N.A. from its principal offices in New York, New York or, in the
event the Chase Manhattan Bank, N.A. no longer announces its Prime
Rate or is no longer in business, such other nationally recognized
money center bank as reasonably selected by Payee and reasonably
approved by Maker, plus (ii) one hundred (100)
basis points.
2. Interest Payments.
A. Except as provided below in paragraph
"B", interest shall be paid monthly with the first payment due on
August 10, 1997 and the last payment due on January 10, 2002 when the
principal amount of this Note is paid in full.
B. Interest for a period of six (6)
months from the date of Closing until July 10, 1997 shall be accrued.
Any and all accrued and unpaid interest shall be due and payable in
six (6) equal installments commencing August 10, 1997.
3. Principal Repayments.
Maker shall make payments of the
principal in five (5) equal consecutive annual installments commencing
on January 10, 1998 and ending on January 10, 2002.
4. Prepayment
The principal balance and any unpaid interest,
may be prepaid, in whole or in part, by the Maker without premium or
penalty, at any time upon twenty (20) days written notice of Maker
intention to do so, with respect to each prepayment.
5. Mandatory Prepayment.
Notwithstanding any other term or provision
herein to the contrary, in the event of any initial or subsequent
public or private offering of Maker's securities is made during the
term hereof, Maker shall be obligated to prepay the outstanding
principal balance of the Note as follows:
(a) Upon the completion of the first offering of
securities of the Maker, Maker shall be obligated to prepay the lesser
of (i) $500,000 or (ii) the then remaining outstanding unpaid amount
of principal and interest on this Note; and
(b) Upon the completion of a second offering of
equity of the securities of the Maker, Maker shall be obligated to
prepay the then remaining outstanding unpaid amount of principal and
interest on this Note.
6. Security and Limited Guaranty.
This Note is secured by a certain Stock
Pledge, Assignment and Security Agreement (the "Security Agreement")
dated as of the date hereof given by Maker to Holder encumbering
certain shares of stock as the sole security for the payment
obligation of the Maker under this Note. In the event of Maker's
failure to pay all amounts due and payable on the Maturity Date Maker
shall have the right to exercise its rights under the Security
Agreement, as well as any other remedies
allowed under the law. This Note shall be guaranteed by Anthony
Gurino and Dennis Sommesso pursuant to the Limited Guaranty attached
hereto.
7. Default. This Note and all other obligations
and liabilities of the Maker to the Payee shall become immediately due
and payable without notice or demand upon the occurrence of any of the
following events: death of any Guarantor; dissolution of Maker or
Iron Eagle Contracting and Mechanical Corp.; a default under the Note,
Security Agreement, or Limited Guaranty; filing of a voluntary or
involuntary petition under any provision of the state or federal
composition, extension, wage earner's plan, or
otherwise); application for or the appointment of a receiver;
assignment for the benefit of appointment of a committee of creditors
or a liquidating agent, or calling of a meeting of creditors; or an
offer of composition or extension to creditors.
8. Acceleration. If the Maker fails to pay this
note when due, or to comply with any other provision contained in this
Note or in any other collateral instruments delivered to the Payee, or
if any representation or warranty by the Maker to the Payee, whether
oral or in writing, is materially untrue, or if the Maker shall be in
default as defined below, then and in any such event the Payee, at his
option, may declare this note and any other obligations of the Payee
to the Maker immediately due and payable without
notice or demand.
9. Remedies. Upon failure to pay this Note when
due or declared due, the Payee may repossess and dispose of the
collateral referred to in the Security Agreement as provided; and with
reference to any other property the Payee may, without demand of
performance, advertisement, or notice of intention to sell, or of the
time or place of sale, or other notice or demand whatsoever (all of
which are hereby waived), sell any part of any property of the Maker
held by it, at public or private sale, at such prices
as it may deem best, for cash, upon credit, or for future delivery,
with the right of the Payee at any such sale to purchase all or any
part of the property, and free from any right or equity of redemption
(which right or equity is expressly waived), applying the net proceeds
of sale to the payment of this note or to any other obligations and
liabilities of the Maker, who shall remain liable for any deficiency
with legal interest.
10. Waiver. Notice of dishonor and protest are
hereby waived.
11. Release and modification. The Payee may renew
or extend this note, release any party hereto, or waive or modify any
provision hereof, without affecting the obligation of the Guarantors.
12. Collection. After the expressed or declared
maturity of this note, the Borrower shall pay interest on unpaid
balances at the maximum allowed legal rate. In the event that the
Maker institutes an action upon this Note, or under the security
agreement of this date, Payee shall pay, in addition to unpaid
principal, interest, and late charges, the expenditures incurred by
the Maker, including an attorney's fee of fifteen (15%) percent of the
amount then owing.
13. Maximum Rate. If at any time it is determined
that the rate of interest set forth herein exceeds the maximum amount
allowed by law, said rate of interest shall be retroactively reduced
to the maximum rate allowed by law.
14. Benefit. This Note shall be binding upon and
inure to the benefit of the Borrower, Guarantors, and the Lender and
their respective successors and assigns.
15. Construction. This Note shall be governed by
and construed in accordance with the laws of the State of New York.
IRON HOLDINGS CORP.
By: _________________________
Anthony Gurino, President
STATE OF NEW YORK )
SS:
COUNTY OF NASSAU )
On this 8th day of January, 1997, before me personally
came Anthony Gurino, personally known to me who, being duly sworn, did
depose and say that he is the President of Iron Holdings Corp., the
Corporation described in and which executed the foregoing instrument,
and he acknowledged that he executed the same in his authorized
capacity as the President of Iron Holdings Corp.
Witness my hand and official seal.
______________________________
Notary Public
LIMITED GUARANTY
LIMITED GUARANTY given by Anthony Gurino, and Dennis Sommesso,
each having an office at 88-09 103rd Avenue, Ozone Park, New York 11417, (the
"Limited Guarantors"), to induce JJFN Holdings Corp., 2500 Military Trail,
Suite 220, Boca Raton, Florida 33431 (the "Payee"), to accept a $1,312,500.00
Promissory Note (hereinafter referred to as the "Promissory Note") or other
extensions of credit from Iron Holdings Corp., (hereinafter called the
"Maker").
To induce the Payee to accept the Promissory Note in the sum
of $1,312,500.00 to the Maker of even date herewith and in consideration of
the foregoing, the Limited Guarantors agree:
1. Obligation of Limited Guarantors. The Limited Guarantors
hereby guarantee solely to the extent of the collateral pledged pursuant to
paragraphs "2" hereof the prompt payment, to the Payee, its successors, and
assigns, at maturity of every obligation and liability of the Maker to the
Payee which may hereafter accrue, whether originally contracted with or
otherwise acquired by the Payee.
2. Termination.
This Limited Guaranty shall terminate and be of no
further force and effect upon the first to occur of the following:
a) Payment in full of the Promissory Note; or
b) The prepayment of $500,000.00 pursuant to
the mandatory prepayment provisions of the Promissory Note.
3. Collateral. As collateral security for the
payment of the obligations created by this guaranty, the Limited
Guarantors hereby pledge the following securities (referred to as the
"Pledged Collateral")
a) Anthony Gurino at his option either:
a) 75,000 shares of JJFN Services, Inc.; or
b) 75,000 shares of Iron Holdings, Inc.
b) Dennis Sommesso at his option either:
a) 75,000 shares of JJFN Services, Inc.; or
b) 75,000 shares of Iron Holdings, Inc.
The Pledged Collateral shall be held by Samuel G. Weiss as Escrowee
pursuant to the Stock Pledge, Assignment and Security Agreement (the
"Security Agreement") of even date herewith. However, the Limited
Guarantors shall continue to have all voting and divided rights in the
Pledged Collateral until such time as there is an uncured event of
default on the Promissory Note.
4. Realization on Security. Upon the happening of
any of the events enumerated in paragraph 7 the Payee may, in addition
to its rights and remedies under the Uniform Commercial Code as in
force in the State of New York on the date hereof, forthwith
appropriate, collect, and realize upon any and or all property held by
it as collateral hereunder, and may sell, deliver, or make any
agreement in respect of such property, any such sale or sales to
be public or private, at such prices and on such terms as it
may deem best; and the Payee shall have the right to purchase any or
all of such property. The Payee may apply the proceeds of any such
sale or other transaction, in its proper order of priority, to the
payment in such order as the Payee may elect of any one or more of its
claims against the Maker or Limited Guarantors.
5. Character of Obligation. This Limited Guaranty is
an absolute, continuing, and unlimited guaranty of payment, and not of
collection, without regard to the regularity, validity, or
enforceability of any liability or obligation of the Maker; and the
Payee shall not be obliged to proceed first against the Maker or any
other person, firm, or corporation, or against any collateral held by
the Payee.
6. Consent to Lender's Acts. The Limited Guarantors
consent that, without notice to the Limited Guarantors, and without
the necessity for any additional indorsement, consent, or guaranty by
the Limited Guarantors, the liability of the Maker may, from time to
time, be renewed, extended, modified, compromised, or released by the
Payee, and any collateral security for this guaranty may be exchanged,
sold, or surrendered by the Payee, and any balances to
the credit of the Maker may be surrendered by the Payee, all without
impairing or affecting in any way the liability of the Limited
Guarantors hereunder.
7. Waiver. The Limited Guarantors waive notice of
acceptance of this guaranty, and further waives protest, presentment,
demand for payment, notice of default or nonpayment, and notice of
dishonor. The Limited Guarantors acknowledges that it is Limited
Guarantors responsibility to be informed of the financial condition of
the Maker, and the Payee has no duty to advise the Limited Guarantors
of any information known to it in that regard.
8. Liability or Default. All liability of the
Limited Guarantors to the Payee shall mature immediately, without
notice or demand, and become due and payable forthwith upon the
occurrence of any of the following acts or events by or with respect
to the Limited Guarantors or any one or more of the Makers: (a) an
uncured default on any liability or obligation to the Payee; (b)
dissolution, in case of the Maker; (c) insolvency or inability to
meet obligations as they become due; (d) filing of a
petition for relief in bankruptcy; (e) sale of merchandise in bulk,
(f) any false representation to the Payee for the purpose of obtaining
credit or any extension of credit; (g) entry of any judgment, or
issuance of an injunction or a warrant of attachment or execution in
an amount exceeding $20,000.
9. Construction. This guaranty shall not be governed
by and construed in accordance with the laws of the State of New York.
10. Benefit. This agreement shall inure to the
benefit of the Payee, its successors, subsidiaries, correspondents,
and assigns, shall apply to the Maker, and any successors or assigns,
and shall be binding upon the Limited Guarantors, successors, and
assigns.
11. Limitation on Liability. The liability
of the Limited Guarantors pursuant to this guaranty shall be and is
strictly limited to the pledged Collateral and Payee shall have no
recourse against any other assets of the Limited Guarantors nor shall
the Payee seek to recover any addition sums of money from the Limited
Guarantors.
IN WITNESS WHEREOF the Guarantors have signed this guaranty on
January 8, 1997.
____________________________________
ANTHONY GURINO
____________________________________
DENNIS SOMMESSO
STATE OF NEW YORK )
SS:
COUNTY OF NASSAU )
On January 8, 1997, before me personally came ANTHONY
GURINO to me known, and known to me to be the individual described in,
and who executed the foregoing document, and duly acknowledged to me
that he executed the same.
___________________________________
Notary Public
STATE OF NEW YORK )
SS:
COUNTY OF NASSAU )
On January 8, 1997, before me personally came DENNIS
SOMMESSO to me known, and known to me to be the individual described
in, and who executed the foregoing document, and duly acknowledged to
me that he executed the same.
_____________________________________
Notary Public
AGREEMENTS TO PURCHASE SHARES
OF
IRON EAGLE CONTRACTING & MECHANICAL, INC.
AGREEMENT made this 8TH day of January, 1997, effective as of October
1, 1996 by and between IRON HOLDINGS CORP., a New York Corporation,
with its principal place of business located at 88 09 103 RD Avenue,
Ozone Park, New York 11417, (hereinafter referred to as Purchaser),
and JJFN HOLDINGS, INC., a Delaware Corporation, with a principal
office located at 2500 Military Trail, Suite 220, Boca Raton, Florida
33431, (hereinafter referred to as resellers).
WITNESSETH:
WHEREAS, Seller is, as of the date of this Agreement the sole
shareholder of IRON EAGLE CONTRACTING & MECHANICAL, INC. (hereinafter
referred to as the Corporation.); and
WHEREAS, Purchaser wishes to acquire all of the shares that Seller
owns in the Corporation (the Shares.).
NOW, THEREFORE, in consideration of the mutual covenants and other
good and valuable consideration, the parties hereby agree as follows:
1. PURCHASE OF SHARES.
1.1 Purchase. Subject to the terms and conditions set forth herein,
the Seller agrees to sell his shares and the Purchaser agrees to
purchase the Shares for the purchase price and on the terms set forth
in Section 1.2 below.
1.2 Purchase Price. The aggregate purchase price (the Purchase Prices
to be paid for the Shares) shall be One Million Three Hundred Twelve
Thousand Five Hundred ($1,312,500.00) Dollars which shall be and paid
at Closing by the execution and delivery of a promissory note (the
denotes) in the form and on the terms set forth in Exhibit CAT
attached hereto, made by Purchaser to the order of Seller in the full
amount of the purchase price.
1.3 Security. As security for the Note, Purchaser shall provide to
Seller a pledge and collateral assignment of all of the shares on the
terms set forth in the Stock Pledge, Assignment and Security Agreement
attached hereto as Exhibit EBB. The Note shall also be guaranteed
pursuant to the limited Guarantee attached hereto as Exhibit Icy,
which Limited Guarantee shall -be secured by a pledge of two hundred
fifty thousand (250,000) shares of JJFN SERVICES, INC. and all of the
shares of the Purchaser.
2. REPRESENTATIONS AND WARRANTIES OF SELLER.
In order to induce the Purchaser to enter into this Agreement and to
consummate the transactions contemplated hereunder, the Seller hereby
makes the following representations and warranties, each of which
shall be deemed to be independently material and relied upon by the
Purchaser:
2.1 Organization of the Corporation. The Corporation is duly
organized, validly existing and in good standing under the laws of the
State of New York, and has full power and authority and licenses to
conduct its business in the manner now conducted, and to own its
properties in the manner and in the places where such properties are
presently located.
2.2 Capitalization. Seller is the sole Shareholder of the Corporation.
Seller owns and holds its shares in the Corporation beneficially and
of record free and clear of any claims, restrictions, liens, pledges
and encumbrances of any kind. The Corporation and Seller have no
obligation, contingent or otherwise, to sell purchase, redeem or
otherwise acquire or dispose of any Shares of the Corporation or to
make any distribution in respect thereof.
2.3 Authority. The Corporation and the Seller have full legal right,
power and authority to execute and deliver this Agreement and to
consummate all of the transactions contemplated herein. This Agreement
constitutes the authorized, valid and legally binding obligation of
the Corporation and the Seller and is enforceable in accordance with
its terms. No consent, approval, authorization or order of any court
or governmental agency or body or union or other body is required by
the Seller and/or the Corporation to consummate the transactions
contemplated herein.
3. REPRESENTATIONS AND WARRANTIES OF PURCHASER
Purchaser represents and warrants to the Seller as follows:
3.1 Organize The Purchaser is a corporation duly organized, validly
existing and in good standing under the laws of the State of New York
and his full corporate power and authority to conduct its business in
the manner and in the jurisdictions where it is now conducted.
3.2 Authority. The Purchaser has full legal right, power and authority
to enter into this Agreement and to consummate all of the transactions
contemplated hereby. This Agreement constitutes the authorized, valid
and legally binding obligations of the Purchaser enforceable in
accordance with its terms. Neither the execution by the Purchaser of
this Agreement nor the consummation of the transactions contemplated
herein conflicts or will conflict with, or results or will result in a
breach of, or constitutes or will constitute a default under, any
provision of any note, indenture, mortgage or any other material
agreement, document or instrument to which the Purchaser is a party or
by which the Purchaser or any of its properties is bound, or result in
the violation of any law, statute, ordinance, rule, regulation, order,
writ, injunction, decree or award of any court or governmental
authority or body having jurisdiction over the Purchaser.
3.3 Purchaser and its Shareholders are fully familiar with the
business operations and financial circumstances of the Corporation,
and the Corporation is being acquired due to and as a result of such
knowledge and not as a result of any representation or warranty made
by the Seller. Purchaser's shareholder's have been operating the
business of the Corporation since its inception.
4. CONDUCT AND TRANSACTIONS PRIOR TO THE CLOSING DATE.
Prior to the Closing Date, except as otherwise consented to or
approved by the Purchaser in writing, the Corporation shall, operate
its business diligently and only in the usual, ordinary and customary
manner, and shall not enter into any material contract or Agreement.
5. CONDITIONS PRECEDENT TO OBLIGATION OF THE PURCHASER.
The obligations of the Purchaser under this Agreement, including the
obligation of the Purchaser to purchase the Shares, are subject to
the fulfillment of each of the following conditions at or prior to the
Closing Date, any of which may be waived by the Purchaser:
5.1 Accuracy of Representations and Warranties. The representations
and warranties of the Seller contained in this agreement shall be true
on and as of the Closing Date, in all material respects, with the same
effect as though made on and as of the Closing Date.
5.2 performance of Agreements. The Corporation and the Seller shall
have performed or caused to be performed all obligations and
agreements and complied or caused to be complied with all covenants
and conditions contained in this Agreement to be performed or complied
with by such party on or prior to the Closing Date.
5.3 Consents. The Seller shall have delivered to the Purchaser all
consents or approvals of any governmental authority and any other
party whose consent is required in connection with the execution,
delivery or performance of the transactions contemplated by this
Agreement.
5.4 Additional Documents and Acts. The Corporation and the Seller
shall have delivered or caused to be delivered all other documents and
done or caused to be done all other acts or things reasonably
requested by the Purchaser to evidence compliance with the conditions
set form in this Section.
6. CONDITIONS PRECEDENT TO OBLIGATIONS OF THE SELLER.
The obligations of the Seller under this Agreement, including the
obligation to sell the shares, are subject to the fulfillment of the
following conditions at or prior to the Closing Date, any of which may
be waived by the Seder.
6.1 Accuracy of Representations and Warranties.
The representations and warranties of the Purchaser contained in this
Agreement shall be true on and as of the Closing Date, in all material
respects, with the same effect as though made on and as of the Closing
Date.
6.2 Performance of Agreements. Purchaser shall have performed all
obligations and agreements and complied with all covenants and
conditions contained in this Agreement to be performed or complied
with by such party on or prior to the Closing Date, and shad deliver
to the Purchaser the shares, endorsed in blank, as well as all
corporate books and records in Seller's possession.
6.3 payment. - Purchaser shall at Closing deliver the Note for the
purchase price.
6.4 Additional Documents and Acts. The Purchaser shall have delivered
or caused to be delivered an other documents and done or caused to be
done an other acts or things reasonably requested by the Seller to
evidence compliance with the conditions set forth in this Section 6.
7. COVENANTS OF SELLER POST CT CLOSING
7.1 Bonding As a condition precedent to the execution and delivery of
this Agreement and the consummation of the Closing contemplated
hereby, subject only to Purchaser's execution and delivery of the
Indemnity Agreement attached hereto as Exhibit D. Seller hereby
irrevocably and unconditionally agrees to continue in full force and
effect any and an indemnities and/or financial assurances (whether
blanket indemnitee and/or assurances or otherwise) heretofore provided
by Seller to Star Insurance Company (distal) in connection with bid
bonds and payment and performance bonds issued by Star on behalf of
the Corporation in the pursuit and performance of certain construction
contracts of the Corporation. Seller further hereby irrevocably and
unconditionally agrees to continue to provide, from time to time as
and when needed, such additional indemnities and/or financial
assurance as requested by Star, and/or any other reputable and
licensed bonding company that may offer to issue bid bonds and/or
payment and performance bonds on behalf of the company, for
construction contract work hereafter awarded to the Company. This
provision shall survive the Closing of the transaction contemplated in
this Agreement until the first month anniversary of the actual date of
Closing.
8. COVENANT OF PURCHASE.
As a condition to Seller's continuing provision of the indemnity
described in Section 7.1 hereof, Purchaser shall cause Mr. Anthony
Gurino and Mr. Dennis Sommesso (Indemnitors") to execute and deliver
to Seller an indemnity agreement (the Indemnity Agreements) wherein
the Indemnitors shall agree (i) to the best of their ability, to
complete all work under any contract covered by a payment or
performance bond to which Seller shall be obligated, and (ii) to
indemnify Seller in the event of any loss incurred by the failure of
the Indemnitors to complete the work as set forth above. A copy of the
Indemnity Agreement is attached hereto as Exhibit D.
9. TERMINATION.
Either party may terminate this Agreement if a Closing does
not occur by January 8, 1997.
10. CLOSING.
The closing of the purchase and sale of the Shares (the "Closing")
shall be held at the offices of Samuel G. Weiss 30 Main Street, Port
Washington, New York 11050 before January 8, 1997, at 10:00 A.M. (the
"Closing Date"), on a business day designated by the Purchaser on not
less than three (3) days prior written notice to the Seller.
11. FURTHER ASSURANCES.
The Purchaser and the Seller agree to execute and deliver to each
other such further documents or instruments and to take all such
actions as may be reasonable and necessary in furtherance of
the-performance of the terms, covenants and conditions of this
Agreement. The provisions of this Section 10 shall survive the Closing.
12. COST AND EXPENSES..
The parties hereto shall bear their own costs and expenses in
connection with this Agreement and the transactions contemplated
hereby.
13. MISCELLANEOUS.
The parties agree to vote their shares in the Corporation in such a
manner as to approve the transaction contemplated by this Agreement.
13.1 Benefits This Agreement shall be binding upon and/or to the
benefits of the PARTIES hereto, and their respective heirs, executors,
administrators, successors and assigns.
13.2 Arbitration. Any controversy or claim arising out of or relating
to this Agreement, or any alleged breach thereof, shall be settled by
arbitration before or in accordance with the Rules and Regulations
then obtaining of the American Arbitration Association and judgment
may be entered upon such award thereof.
13.3 Governing Law. All matters relating to this Agreement shall be
governed, construed and controlled by and under the laws of the State
of New York.
13.4 Notices. All notices, demands, requests and other communications
required to be sent pursuant to this Agreement shall be either
hand-delivered, mailed by registered or certified mail return receipt
requested, sent by overnight carrier, or telecopier delivery, notice
shall be deemed given upon receipt; in the event of overnight
delivery, notice shad be deemed to have been received on the day
following the day the notice is delivered to the overnight carrier.
Notices shall be sent to the parties at the respective addresses set
forth below:
(a) If to Purchaser:
Iron Holdings Corp.
88-09 103rd Avenue
Ozone Park, New York 11417
Attn: Anthony Gurino
(b) If to Seller:
JJFN Holdings, Inc. 2500 Military Trail, Suite 220 Boca Raton, Florida
33431 Attn: President and
(c) If to the Corporation:
Iron Eagle Contracting and Mechanical, Inc.
88-09 103rd Avenue
Ozone Park, New York
Attn: President
13.5 No Amendments. No amendment or modification of this
Agreement shall be effective unless evidenced by writing signed by all
of the parties hereto.
13.6 Counterparts This Agreement may be executed in any number of
counterparts, all of which shall constitute one and the same
instrument, and such instrument for recital purposes shall be deemed
to have been made, executed, and delivered on the date hereof,
regardless of the actual time or ties when the same or any
counterparts thereof may be made, executed and delivered.
13.7 Exhibits All exhibits hereto are hereby incorporated by reference
and shall be binding upon both parties and the Corporation.
13.8 Captions. The captions of the various sections and subsections
hereof and on the Exhibits and subsections hereof and on the Exhibits
and Schedules hereto are for convenience of reference only, and shall
not affect the meaning of construction of any provisions hereof or of
any such Exhibits on Schedules.
13.9 third Party Beneficiaries.. Nothing in this Agreement, whether
express or implied, is intended to confer any rights or remedies under
or by reason of this Agreement on any persons other than the parties
hereto and their respective successors and permitted assigns. Nothing
contained herein is intended to relieve or discharge the obligation or
liability of any third persons, nor shall any provision give any third
persons any right of subrogation or action over or against any party
to this Agreement.
13.10 Severability; Construction. In the event any provision hereof
shall be deemed severable therefrom and shall remain in full force and
effect. Words and phrases defined in the plural shall also be used in
the singular and vice versa and shall be construed in the plural or
singular as appropriate and apparent in the context used herein.
13.11 No Interpretation Against Drafter. This Agreement is the product
of negotiations between the parties hereto represented by counsel and
any rules of construction relating to interpretation against the
drafter of an agreement shall not apply hereto.
IN WITNESS WHEREOF, the parses hereto have set their hands and caused
this Agreement to be duly authorized and executed on the day and year
first above written.
JJFN HOLDINGS, INC.
By
Susan Schlapkohl , President
JOHANNA STANZIALE
Commission of Deeds IRON HOLDINGS CORP.
City of New York No. 4-5123 By:
Certificate Filed In County Anthony Gurino, President
Commission Expires August 22, 1998
