UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB\A
[xx] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 1997
----------------------------
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number: O-28140
U.S. Bridge Corp.
(Exact name of registrant as specified in its charter)
Delaware 11-2974406
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
53-09 97th Place, Corona, New York 11368
(Address of principal executive offices) (Zip Code)
(718) 699-0100
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) has filed all reports required to be filed by
section 13 or 15 (d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes [xx] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Common stock, par value $.001 per share: 6,527,147 shares outstanding as of
March 31, 1997.
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PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings:
In January 1997, an action was commenced (by the filing of a complaint)
by The Ohio Bridge Corporation ("Ohio") against the Company. Ohio claims that
the Company has infringed its trademark "U.S. Bridge." In February 1997, the
Company filed an answer to the complaint. The Company continues to defend
against the action, which is now in the discovery phase. Ohio seeks injunctive
relief, profits obtained by the Company as a result of the use of its name, and
compensatory damages. The Company's defense is based upon its belief that the
two companies do not compete against each other in the same industry and that
Ohio does not use the trademark in order to sell, market, or advertise its
products.
Three actions seeking to foreclose on four mechanics liens (three of
which were previously filed by the Company, the fourth of which was filed by
McKay Enterprises, Inc., a general contractor for whom the Company was a
subcontractor) were commenced by the Company within the last three months. On
February 25, 1997, the first such action was commenced in New York State Supreme
Court, Kings County. The action names the Company and Metro Steel Structures,
Ltd. as plaintiffs and Perini Corporation, Metropolitan Transportation
Authority, New York City Transportation Authority, and Fidelity and Deposit
Company of Maryland as defendants.
The second action was commenced in New York State Supreme Court, Queens
County on February 26, 1997. It names the Company, Metro Steel Structures, Ltd.,
and McKay Enterprises, Inc. as plaintiffs and Perini Corporation, Department of
Transportation of the City of New York, and Fidelity and Deposit Company of
Maryland as defendants.
The third action was commenced on or about May 13, 1997 in New York
State Supreme Court, Suffolk County and names the Company as plaintiff and Kiska
Construction Corp., the State of New York, acting through the New York State
Comptroller, the New York State Department of Transportation, and Seaboard
Surety Company as defendants.
Counsel retained to handle this matter, Congdon, Flaherty, O'Callahan,
Reid, Donlon, Travis & Fishlinger, advises that Perini, against whom the Company
filed three liens, has not as yet interposed answers to the aforesaid actions.
ITEM 2 - Changes in Securities: None
ITEM 3 - Defaults Upon Senior Securities: None
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ITEM 4 - Submission of Matters to a Vote of Security Holders: None
ITEM 5 - Other Information
Upon unanimous written consent of the Company's Board of Directors, the
Company authorized the issuance to its President, Joseph M. Polito, of options
to purchase 125,000 shares of the Company's Common Stock. Mr. Polito purchased
the shares on March 25, 1997, pursuant to an Option Agreement authorized by the
Company's 1994 Senior Management Incentive Plan, for $1.10 per share (110% of
the bid price on November 27, 1996). Pursuant to Form S-8, Registration
Statement filed with the Securities Exchange Commission in February, 1997, the
Company registered the sale by Mr. Polito of these shares. The shares were sold
in two transactions (one consisting of the sale of 65,000 shares; the other of
60,000 shares) on March 31, 1997.
ITEM 6 - Exhibits and Reports on Form 8-K: None
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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 by the
undersigned thereunto duly authorized.
U.S. Bridge of N.Y., Inc..
(Registrant)
Dated: May 23, 1997 /s/ Joseph Polito
Joseph Polito
President
/s/ Ronald Polito
Ronald Polito
Treasurer
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EXHIBIT 10.15
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AGREEMENT FOR DEED IN LIEU OF FORECLOSURE
This Agreement for Deed in Lieu of Foreclosure ("Agreement") is made and
entered into as of this 31st day of December, 1996, by and between 1 CARNEGIE
COURT ASSOCIATES, Th~ C., a Maryland corporation ("Borrower"), and TRINITY
INDUSTRIES, INC., a Delaware corporation ("Note holder").
WHEREAS, Note holder is the owner of the indebtedness (the "Indebtedness")
evidenced by a Promissory Note dated January 15, 1991, in the original principal
amount of $3,000,000 (as the same may have been amended, the "Note"), made by
Borrower, and payable to the order of the Note holder;
WHEREAS, the Note is secured to the extent of $2,500,000 by, among other
things, a Deed of Trust and Security Agreement (as the same may have been
amended, the "Deed of Trust") (collectively, the Note and the Deed of Trust Will
sometimes be referred to herein as the "loan Documents") from Borrower to Mark
T. Story and Frank B Stevenson, trustees, dared January 15, 1991 and recorded
among the ~and Records of Charles County, Maryland in Liber 1524, folio 136,
encumbering, among other ~things, the land, improvements, and other property
owned by tile Borrower and located m Charles County, Maryland and legally
described~ed in exhibit A hereto (the "Property");
WHEREAS, Borrower is the owner of fee simple title to the Property;
WHEREAS, Borrower is currently in default under the Note and Deed of Trust
entitling Note holder to foreclose the Deed of Trust;
WHEREAS, because of ~he Borrower's default the entire unpaid balance of the
Note (in an amount of $2,947,877.71 ~principal of $2,735,531~67 and accrued
interest of $212,346.04) as of December 27, 1996 - exclusive of fees or out of
pocket expenses) and all other sums owing under the ~an Documents is due and
payable arid remains unpaid as of the date of this Agreement;
WHEREAS, the fair market value of the Property does not exceed the total
outstanding balance on the Note;
WHEREAS, Borrower has offered and Note holder has agreed to accept (i) a
promissory note from the Borrower to the Note holder in the amount of $150,000;
(ii) a guaranty from Joseph Polito ("Polito") and Atlas~Gem Erectors Co., Inc.
("Atlas-Gem"); and (in) a deed to the Property, in lieu of foreclosure,
according to the terms and conditions set forth hereinafter
<PAGE>
NOW, THEREFORE, in consideration of the foregoing, and the mutual covenants
and undertakings set forth herein, the receipt, adequacy and sufficiency of
which are hereby acknowledged, the pat"ties hereto agree:
1. Affirmation of Recitals. The recitals set forth above are true and
correct and are incorporated herein by this reference.
2- Deed and Assignment Documents. At Closing, Borrower shall execute (or
cause the execution of) and deliver ro Note holder or its nominee (a) a Deed and
accompanying Estoppel Affidavit in the form of Exhibit B-i hereto conveying the
Property ("Deed"); ~) a Bill of Sale and Assignment in the form of Exhibit B-2
("Bill of Sale") hereto; (c) the Promissory Note in the form of Exhibit B-3 (the
~Promissory Note") hereto; and (d) the Guaranty in the form of Exhibit B-4 (the
"Guaranty"). The Deed Bill of Sale, Promissory Note and Guaranty are hereinafter
collectively referred to as the "Conveyance Documents".
3. Closing~. The consummation of the conveyance of the Property
contemplated under this Agreement (the "Closing") shall occur on a date mutually
agreed upon by Note holder and Borrower (the "Closing Date"). The Closing shall
take place at the offices of Thompson Hine & Flory LL? in Washington, D.C.,
unless otherwise agreed by Borrower and Note holder.
4. Inspection. Note holder shall have the right, at Note holder's sole cost
and expense, to examine and inspect the Property at any reasonable time.
5. Review and Inspection Period. Note holder shall have a period commencing
on the date of this Agreement and ending on Closing Date (the "Inspection
Period"), within which to inspect the Property and conduct, at Note holder's
sole cost and expense, such engineering, soils, environmental, marketing and
economic feasibility studies as Note holder shall deem appropriate, and to
decide, in Note holder's sole discretion, whether the Property is satisfactory
to Note holder so as to proceed with the Closing. If, based upon its review,
Note holder decides not to proceed to purchase the Property under this
Agreement, then Note holder shall give written notice to Borrower within said
Inspection Period and this Agreement shall terminate, whereupon neither party
shall have any further rights or obligations pursuant to this Agreement. If the
written notice of termination is not given to Borrower within the Inspection
Period, this condition and any and all objections with respect to the review and
inspection described herein shall be deemed to have been waived by Note holder
for all purposes.
6 Release.
(a)On the Closing Date, Note holder and Borrower shall execute a Mutual
Release in the form of Exhibit C hereof (the "Mutual Release"), and Borrower
shall cause the execution of the Mutual Release by Polito and Atlas-Gem Except
as provided in the Mutual Release, the documents delivered in accordance with
this paragraph shall not affect nor impair any obligation or liability hereunder
or under any other document delivered pursuant hereto. Furthermore, except as
provided in the Mutual Release, the Indebtedness evidenced by the Note and the
lien of the Deed of Trust are not discharged, released or compromised as a claim
which can be realized from and a lien on the Property and all improvements
thereon
2
<PAGE>
(b)Notwithstanding the provisions of Paragraph 6(a) above, Note holder
reserves, on its own behalf and on behalf of its designee, the right to sue
(including, without limitation, the right to counterclaim against) Borrower to
the full extent of any indemnification (as more fully set forth herein)
obligation of Borrower under this Agreement or pursuant to the instruments,
documents, or agreements delivered pursuant to this Agreement and/or by reason
of causes of action arising out of:
(i)Any breach of the covenants, representations, warranties and/or
agreements set forth in this Agreement and/or in any other instrument, document
or agreement delivered to Note holder in accordance with the terms and
provisions hereof or in connection with the closing; and/or
(ii) fraud.
(c)In addition, any release of claims contemplated by Paragraph 6(a) will
be null, void, and of no force and effect, if:
(i)Borrower commences any action, suit, or proceeding against Note holder,
Note holder's designee, or any affiliate of Note holder in connection with this
Agreement seeking to rescind this transaction (in whole or in part) Of attacking
its validity (in whole or in part); or
(ii)Borrower files or there is filed against Borrower a petition under ally
chapter or section of Title 11 of the United States Code, as amended
("Bankruptcy Code"). Furthermore, Note holder shall have the night to sue
(including, without limitation, the right to counterclaim against) Borrower if
Borrower is a necessary or reasonably necessary patty in any action brought
against Note holder or any affiliate of Note holder, or, without causing
Borrower to be personally liable for any deficiency or any other sum due in
connection the Note, to the extent necessary in Note Holder's reasonable
judgment to name Borrower as a party defendant in connection with the
foreclosure of the Deed of Trust.
7 Merger The parties further acknowledge and agree that the interests of
the Note holder in the Property created by all of the conveyances provided for
herein will not merge with the interests of the Note holder in the Property
created by the Deed of Trust. Except as provided in the Mutual Release. it is
the express intention of each of the parties (and all of the conveyances
provided for herein will so recite) that such interests of the Note holder in
the Property will not merge, but be and remain at all times separate and
distinct, notwithstanding any union of said interests in the Note holder at any
time by purchase, termination or otherwise and that the lien held by the Note
holder against the Property created by the Deed of Trust will remain at all
times valid and continuous.
<PAGE>
8. Absolute Conveyance. Borrower acknowledges and agrees that the
conveyance of the Property to Note holder or its nominee in accordance with the
terms of this Agreement is an absolute conveyance of all the right, title and
interest of Borrower and all parties claiming by, through or under Borrower in
and to the Property, in fact as well as in form, and was not, and is not now,
intended as a mortgage, trust conveyance, deed of trust or security instrument
of any kind, that the consideration for such conveyance is exactly as recited
herein,- and that Borrower has no further right, title, interest, claim lieu or
right to redeem in and to the Property or to the proceeds and profits which may
be derived therefrom, of any kind, nature or description whatsoever.
9 Organizational Documents~ Upon execution and delivery of this Agreement,
Borrower shall deliver to Note holder or its nominee a certified copy of the
organizational documents by which Borrower is organized, including a certified
copy of Borrower's Articles of Incorporation and executed copies of all
resolutions and other authorizations necessary to evidence the authorization of
the transactions provided for hereby and the power of the persons executing this
Agreement, the Conveyance Documents and the Solvency Affidavit (as defined
below) to bind Borrower.
10 Corporate Documentation. Borrower represents and warrants that U.S.
Bridge Corp., a Delaware corporation, is the sole stockholder of Borrower, that
such entity owns its interest for its own account and that no other person or
entity has any interest, beneficial or otherwise, in such interest or any right
of distribution related thereto.
l1 Title Insurance. Note holder has obtained a title insurance commitment
from Chicago Title Insurance Company ("Title Insurer"), commitment no 96~6~1061,
proposing to insure title in favor of Note holder. It is a condition to Note
holder's obligations hereunder that Title Insurer issue a policy to Note holder
or its nominee coveting the date of recording of the Deed in the amount of Three
Million Dollars ($3,000,000) insuring title to the Property in favor of Note
holder or its nominee free of all claims, liens or encumbrances other than as
set forth in Exhibit D hereto. The title policy shall expressly insure over any
creditor's rights or insolvency exceptions contained in such policy. The title
policy shall also contain extended coverage over all general exceptions and such
additional endorsements as may be required by Note holder. If required by the
Title Insurer as a condition to the issuance of such policy in form acceptable
to Note holder, Borrower shall execute arid deliver such affidavits as may be
required conveyed that fee simple title has been conveyed by the Deed and is not
subject to defeasance or to any equitable claim or interest of Borrower.
12 Borrower's Representations and Warranties. As of the date of this
Agreement and the Closing Date, Borrower hereby represents and warrants to Note
holder the following and acknowledges that Note holder is relying on such
matters as a material inducement to the agreements contained herein. Borrower
further agrees to indemnify Note holder and its nominee and any assignee of such
parties from any and all losses, costs, damages and claims resulting or arising
from any breach of such representations and warranties, including consequential
damages and attorneys' fees.
<PAGE>
(a) There are no existing leases or occupancy agreements for any portion of
the Property other than those described in Exhibit B-5 hereto All of such leases
described on Exhibit B-S hereto (i) are free of default by landlord arid tenant,
(ii) are for the terms set forth therein, (iii) have no renewal options or
cancellation rights in favor of tenants other than as set forth therein, (iv)
are to tenants who are occupying arid have accepted their premises without
condition or inducement except as stated therein, (v) contain no requirements
for the completion of any work or the making of any contribution of the cost of
any work in the leased premises not completed full to the satisfaction of
tenant.
(b) There are no existing agreements, in writing or otherwise ~o sell the
Property or any portion thereof or granting options to purchase or rights of
first refusal with respect to sale of Property.
(c) No work has been done at the Property. and there are no outstanding
contracts or agreements for work at the Property which do or would give rise to
mechanic's liens against the Property There are no outstanding management fees
or accrued obligations to any manager which would give rise to a lien against
the Property.
(d) Except as Note holder may have expressly agreed to accept arid assume
by being expressly identified in Schedule 2 of the Bill of Sale on or before the
Closing, there are no service contracts or utility agreements or other contracts
or agreements affecting or relating to any portion of the Property which will be
binding upon Note holder or its nominee from and after the date hereof, and all
utility bills and service contracts affecting or relating to any portion of the
Property are paid in full.
(e) Borrower (i) is duly organized and validly existing as a corporation
under die laws of die State of Maryland and has full power and authority to
enter into this Agreement, execute the Conveyance Documents and perform its
obligations hereunder and (ii) upon the payment of all personal property taxes
and any penalties and interest accrued thereon (not to exceed a total of
~45,557.57), to the best of Borrower's knowledge, Borrower shall be in good
standing under the laws of the State of Maryland.
(f) The execution and delivery of this Agreement and consummation of the
transactions contemplated hereby in fulfillment of or in compliance with the
terms and conditions hereof do not conflict with or result in a breach of any of
the terms, conditions or provisions of any other agreement or instrument to
which borrower or the Property is bound.
<PAGE>
(g) Borrower has no knowledge of any violations of and has not received
written notice from any governmental authority concerning any environmental,
pollution, health, fire, safety, building, engineering or zoning code violations
with respect to die Property or any portion thereof Improvements on the Property
are structurally sound The Property and all improvement thereon contain no
asbestos, asbestos containing~g materials, PCB's or other materials defined as
"hazardous substances under ~y federal, State or municipal laws and no tenants
of the Property have conducted or are conducting any activity on the Property
involving the use, storage or transportation of the "hazardous substances" as so
defined.
(h) There is no pending or contemplated condemnation of any portion of the
Property or possible widening of any streets abutting the Property.
(i) No broker has been involved in the transactions provided hereby and no
brokerage commissions are due to any parry as a result of these transactions.
(j) There is no pending or threatened litigation or other proceeding before
any court or governmental agency affecting or relating ro Borrower or the
Property
(k) Borrower has received no written notice of any change in real estate
tax assessment or imposition of special assessment.
(1) All amounts due by Borrower for state and/or county income, personal
property and sales taxes have been paid and no claim has been asserted by any
governmental entity or agency with respect to such matters, except for the
Personal Property Lien #1791 filed June 6, 1995 in the amount of Thirty-Eight
Thousand Eight Hundred Seven and 45/100 Dollars ($38, 807~45).
(m) Borrower ha~ paid or has sufficient hinds to pay all creditors and
other parties having claims against Borrower. All amounts due for employee
withholding or payroll taxes have been fully paid.
(n) 'borrower has paid all real estate taxes due in connection with the
Property and all fees for licenses and permits that benefit the Property or
permit the use thereof as currently used, except for the Ninety-five Thousand
Two Hundred Ninety-Seven and 04/100 Dollars ($95,297.04) that is required to be
paid to Char~es County, Maryland to redeem the Property.
(o) Borrower has not executed any UCC Financing Statements or to its
knowledge had entered against it any judgment which are not reflected in the
searches attached hereto as Exhibit E.
S
<PAGE>
(p) None of Borrower or any of its subsidiaries, affiliates, officers,
directors, agents, employees, servants, attorneys or representatives has any
claim, deed, action, cause of action or suit against any of the Released Lender
Parties, as deemed in Exhibit C hereto, for or by reason of any matter, cause or
thing whatsoever occurring prior to the Closing Date.
(q) All of the tangible personal property conveyed by Note holder to
Borrower under that certain Bill of Sale dated as of November 27, 1990 executed
by Note holder in favor of Borrower is situated on the Property and is in good
operating condition.
(r) Except for the $l5,897.89. that is required to be paid to the St.
Charles Business Park Association, Inc., there are no attachments, executions,
judgments, orders, receiverships, actions, suits or proceedings of any nature
before any court or governmental agency or body or otherwise that affect the
Property or the operation, marketing or ownership thereof (including, without
limitation, any eminent domain or condemnation proceedings, quiet title actions,
or mechanic's lien actions).
13-Contracts. At Closing. Borrower shall deliver to Note holder a certified
copy of all service contracts, utility agreements and other contracts or
agreements which Note holder has expressly agreed to accept and assume by being
expressly identified in Schedule 2 of the Bill of Sale, together with evidence
that all amounts due thereunder through the date hereof have been paid in full.
14.Opinion ~letter At Closing, Borrower shall provide Note holder with an
opinion of its counsel affirming that (a) Borrower is a validly existing
corporation, organized or incorporated under the laws of the State of Maryland.
~) Borrower has power and authority to enter into this Agreement and to execute
and deliver the Conveyance Documents and all other documents being executed and
delivered, (c) counsel has no knowledge of any inaccurate or misleading
statements in the Solvency Certificate in the form of Exhibit F hereto and
delivered in connection herewith, (d) upon recording the Deed in accordance with
the terms of this Agreement but assuming Borrower has good title to the Property
subject only to matters not affecting marketability), Note holder or its nominee
will be vested with title to the Property free and clear of any equitable claim
or interest of Borrower or any party claiming by, through or under Borrower, (e)
all consents and approvals required by the terms of Borrower's organizational
documents, or by the terms of any other agreements to which Borrower is subject
or bound have been obtained unconditionally, and (f) counsel has been advised by
Borrower that the Conveyance Documents are being delivered to Note holder
voluntarily and without undue influence or duress with the intent to convey
title to the Property to Note holder and counsel has no knowledge that such
advice is not true. Such opinion shall also affirm that such counsel has
discussed this Agreement with the Borrower and advised them that the Conveyance
Documents will Vest title to the Property in Note holder or its nominee if the
parties intend that the Conveyance Documents have such effect.
7
<PAGE>
15.Casualty In the case of damage or destruction to the Property before
closing, Borrower shall promptly give Note holder written notice of that damage
or destruction, together with such reasonable details of which Borrower may have
knowledge, including, without limitation, an estimate of the reasonable and
necessary cost of restoration of the Property as nearly as practicable to its
condition immediately before that damage or destruction After Borrower's notice
is given. Note holder, at its sole discretion, may terminate this Agreement by
giving written notice of termination to Borrower on or before the Closing Date
without further obligation under this Agreement, or if Note holder shall elect
not to so terminate this Agreement, the parties to this Agreement shall close
the transaction contemplated by this Agreement in accordance with the terms of
this Agreement and shall receive from Borrower an assignment by Borrower of all
insurance proceeds. including rental loss insurance proceeds for the period from
and after the Closing Date until the Property is fully restored, for such damage
or destruction.
16 Condemnation. If, before the Closing Dare, written notice shall be
received by Borrower of any action, suit, or proceeding to condemn or take all
other or any part of the Property under the powers of an eminent domain,
Borrower shall promptly send written notice thereof to Note holder, and Note
holder shall have the right to terminate its obligations under this Agreement by
notice in writing to Borrower given on or before the Closing Date. If die Note
holder shall not elect to terminate ~ obligations under this Agreement under
this paragraph, Note holder shall receive an absolute assignment on the Closing
Date of the entire proceeds of or right to the condemnation award Borrower shall
convey the Property less that part so taken or subject to the condemnation
proceeding, as the case may be.
17 Note holder's Liability If this Agreement is terminated before the
Closing Date for any reason whatsoever, Note holder will not be liable for any
obligations under this Agreement. it is acknowledged that Note holder has, and
will continue to incur, substantial expenses from the da~e of this Agreement for
the purpose of completing this transaction and the Note holder's incurring of
such expenses constitutes fair, adequate, sufficient, and good consideration.
Nothing contained in this Agreement modifies the Loan Documents or shall be
deemed to waive. modify, or limit any of Note holder's rights and remedies being
expressly reserved Nothing contained in this Agreement will be construed, before
closing, as a waiver of any defaults by Borrower under the Loan Documents Lender
reserves the right at any time before closing to enforce any or all of its
rights and remedies arising under the Loan Documents or otherwise pursuant to
law or equity without notice. in no event shall Note holder following closing,
be personally or individually liable for any obligation set forth in this
Agreement.
18.Third-Parties. By execution of this Agreement and acceptance of the
<PAGE>
Conveyance Documents. Note holder or its nominee do not intend to assume and are
not hereby assuming any obligation to any third party. No third party shall be
deemed a beneficiary of this Agreement or any Conveyance Documents.
19.Further Assurances. The parties hereto agree to execute all other
documents and agreements and transfer declarations required to fully effectuate
the transactions provided for hereby. Such additional documents include, without
limitation, documents which may be required by the Title Insurer in connection
with the issuance of the title insurance policy provided for in paragraph 11
hereof.
20.Successors and Assigns. This Agreement is and shall be binding upon and
inure to the benefit of the parties hereto and their respective successors and
assigns.
21.Agreement. The parties hereto acknowledge that each has been represented
by and consulted with its respective attorney in connection herewith and that
they have read, understand and intend to be bound by this Agreement and all
terms and conditions herein contained. The parties further acknowledge that all
terms, conditions and agreements contained herein represent their voluntary
decisions, free of any duress or undue influence or other conduct which would
render any such term, conditions or agreement void or voidable.
22.Authorization. Each person executing this Agreement on behalf of a party
hereto, for himself and on behalf of the party for which he is executing,
represents and warrants that he has received all necessary' authority and has
the power and authority to do so.
23.Governing~ law. The validity, interpretation, effect and enforce ability
of this Agreement shall be governed by the laws of the State of Maryland.
24.Entire Agreement. This Agreement contains and states the entire
agreement of the parties hereto with regard to the subject matter hereof. All
prior understandings and agreements between the parties hereto, if any, are
merged into and with this Agreement, which fully, completely and accurately
states and expresses their entire understanding and agreement with regard to the
subject matter hereof; provided, however, that, except as provided in the Mutual
Release, the Deed of Trust and Note shall remain in fi~ force and effect. The
parties hereto acknowledge that. except as expressly set forth herein, no
representations or promises, whether express, implied or otherwise, of any
<PAGE>
kind, nature or description whatsoever have been made to the them, as an
inducement to entering into this Agreement or otherwise, by any other patty or
partner, director, officer. shareholder, employee, agent or attorney of any
other patty.
25.Survival. The representations and warranties contained herein shall
survive the execution arid delivery of this Agreement.
26.Counterparts. This Agreement may be executed in one or more
counterparts, any one of which need not contain the signature of more than one
party and all of which taken together shall constitute one and the same
agreement. This Agreement shall become effective when fully executed and
delivered by all parties hereto whether in one or more counterparts.
27.Captions. The caption, section numbers, and article numbers appearing in
this Agreement are inserted only as a matter of convenience and do not defrne,
limit, construe, or describe the scop~ or intent of the paragraphs or articles
of this Agreement nor in any way affect this Agreement.
28. Appointment of Designee. Note holder hereby reserves the right to
appoint a designee or designees to accept tide to the Property at the time of
Closing Such designee may take the form of a trust, corporation, limited
liability company, or a partnership. Borrower hereby agites that all
representations, warranties, covenants, and indemnifications shall inure to the
benefic~ of Note holder and such designee or designees and their respective
successors and assigns.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed and delivered effective as of the day and year first above written.
BORROWER:
1 CARNEGIE COURT ASSOCIATES, INC., a
Maryland corporation
NOTE HOLDER:
TRINITY INDUSTRIES, INC., a
Delaware corporation
By: (SEAL)
F. Dean Philips Vice President
ACKNOWLEDGED BY THE
GUARANTORS OF THE NOTE:
<PAGE>
SCHEDULE OF EXHIBITS
Exhibit A Legal Description
Exhibit B-i Deed and Estoppel Affidavit
Exhibit B-2 Bill of Sale and Assignment
Exhibit B-3 Promissory Note
Exhibit Be Guaranty
Exhibit B-5 Existing Leases or Occupancy Agreements
Exhibit C Mutual Release
Exhibit D Permitted Title Exceptions
Exhibit E UCC and Judgment Searches
Exhibit F Solvency Certificate
12
