-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KGoJbZJVemkEZTe6ImVvmFzQQo4mTfCvyBOpPwMThWE6VOy2AEIdydMXWtg/lBLf 1HpfWxCuBA1qiJCtcmldtg== 0000079225-02-000020.txt : 20021223 0000079225-02-000020.hdr.sgml : 20021223 20021223142555 ACCESSION NUMBER: 0000079225-02-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 9 CONFORMED PERIOD OF REPORT: 20021216 ITEM INFORMATION: Other events FILED AS OF DATE: 20021223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PLYMOUTH RUBBER CO INC CENTRAL INDEX KEY: 0000079225 STANDARD INDUSTRIAL CLASSIFICATION: FABRICATED RUBBER PRODUCTS, NEC [3060] IRS NUMBER: 041733970 STATE OF INCORPORATION: MA FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05197 FILM NUMBER: 02866641 BUSINESS ADDRESS: STREET 1: 104 REVERE ST CITY: CANTON STATE: MA ZIP: 02021 BUSINESS PHONE: 6178280220 MAIL ADDRESS: STREET 1: PLYMOUTH RUBBER CO INC STREET 2: 104 REVERE ST CITY: CANTON STATE: MA ZIP: 02021 8-K 1 current_report.txt FORM 8-K ============================================================================= SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 December 16, 2002 -------------------------------------------------------------------- Date of Report (Date of earliest event reported) Plymouth Rubber Company, Inc. -------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Massachusetts 1-5197 04-1733970 -------------------------------------------------------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 104 Revere Street, Canton, Massachusetts 02021 -------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) (617) 828-0220 -------------------------------------------------------------------- Registrant's Telephone Number, including area code None -------------------------------------------------------------------- (Former Name or Former Address, if changed since last report) ============================================================================= Item 5. Other Information On December 23, 2002, Plymouth Rubber Company, Inc. (the "Company") announced that it had completed the execution and delivery of a Second Modification Agreement with General Electric Capital Corporation (the "Agreement"), acting for itself and as agent of other financial institutions, and a Modification Agreement with Banknorth Leasing Corporation, to restructure the Company's existing debt. Pursuant to this Agreement, the equipment lenders (i) reduce principal payments on debt from approximately $9,200,000 to $4,100,000 for the period April 1, 2002 through September 30, 2005; (ii) establish the maturity dates of the remaining debt, approximately $4,500,000 on October 1, 2005, and $1,300,000 between October 1, 2005 and May 1, 2008; (iii) eliminate financial covenants; (iv) waive existing defaults; and (v) rescind prior demands for accelerated payments. The Agreements are filed herewith as Exhibit 99.2 and Exhibit 99.6, and are incorporated herein by reference. As part of the restructuring arrangement, the Company entered into Mortgage and Assignment of Leases and Rents, Security Agreement, Trademark Security Agreement and Patent Security Agreement (the "Security Agreements") with its lenders to secure performance of its obligations. Under the Security Agreements, the Company is granting to the lenders (i) a mortgage on its manufacturing facility in Canton, Massachusetts and (ii) security interests in all of its patents, trademarks, intangibles, accounts, fixtures, products and proceeds. The Trademark Security Agreement, Security Agreement, Patent Security Agreement, and Mortgage and Assignment of Leases and Rents are filed herewith as Exhibits 99.5, 99.3, 99.4, and 99.7, and are incorporated herein by reference. Attached hereto as Exhibit 99.1 is the press release announcing the completion of the debt restructuring. The press release is also incorporated herein by reference. 2 Item 7. Financial Statements, Proforma Financial Information and Exhibits (a) Financial Statements of businesses acquired: Not applicable (b) Proforma Financial Information: Not applicable (c) Exhibits: Exhibits required as part of this report are listed in the Index to Exhibits appearing on Page 5. 3 SIGNATURES Pursuant to the provisions of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized PLYMOUTH RUBBER COMPANY, INC. (Registrant) Date: December 23, 2002 By /S/ Joseph J. Berns --------------------------- Joseph J. Berns Vice President-Finance and Treasurer 4 INDEX TO EXHIBITS Exhibit No. Description - ----------- --------------------------------------------- 99.1 Press release issued by Plymouth Rubber Company, Inc. on December 23, 2002, announced that it has successfully executed formal agreements with all of its lenders to restructure its debt. 99.2 Second Modification Agreement between Plymouth Rubber Company, Inc. and General Electric Capital Corporation. 99.3 Security Agreement by and between Plymouth Rubber Company, Inc., General Electric Capital Corporation, The CIT Group/Equipment Financing, Inc. and Banknorth, N.A. 99.4 Patent Security Agreement by and between Plymouth Rubber Company, Inc., General Electric Capital Corporation, The CIT Group/Equipment Financing, Inc. and Banknorth, N.A. 99.5 Trademark Security Agreement by and between Plymouth Rubber Company, Inc., General Electric Capital Corporation, The CIT Group/Equipment Financing, Inc. and Banknorth, N.A. 99.6 Modification Agreement between Plymouth Rubber Company, Inc. and Banknorth Leasing Corporation. 99.7 Mortgage and Assignment of Leases and Rents by Plymouth Rubber Company, Inc. to and for the benefit of General Electric Capital Corporation, The CIT Group/Equipment Financing, Inc. and Banknorth, N.A. 99.8 First Modification to Mortgage and Assignments of Leases and Rents to and for the benefit of General Electric Capital Corporation, The CIT Group/Equipment Financing, Inc. and Banknorth, N.A. 5 EX-99 3 press_release.txt EXIHIBIT 99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Contact: Joseph J. Berns Vice President - Finance (781) 828-0220 Ext. 1377 Plymouth Rubber Announces Completion of Debt Restructuring Canton, Massachusetts (Monday, December 23, 2002) - Plymouth Rubber Company, Inc. (AMEX: PLR.A, PLR.B) (the "Company") announced today that it has completed the restructuring of its indebtedness following extensive negotiations with its lenders to refinance its existing debt and to resolve the Company's default under its existing loan agreements. The Company had previously announced that it had reached an agreement in principle with these same lenders, subject to the execution of mutually satisfactory documentation. As previously reported, the restructuring will improve the Company's overall financial position providing immediate benefit in the form of reduced cash flow required for debt service. Under the new arrangements, the equipment lenders have agreed to (i) reduce principal payments on debt from approximately $9,200,000 to $4,100,000 for the period April 1, 2002 through September 30, 2005; (ii) establish the maturity dates of the remaining debt, approximately $4,500,000 on October 1, 2005, and $1,300,000 between October 1, 2005 and May 1, 2008; (iii) eliminate financial covenants; (iv) waive existing defaults; and (v) rescind prior demands for accelerated payments. As part of these arrangements, the Company is granting to the lenders (i) a mortgage on its manufacturing facility in Canton, Massachusetts and (ii) security interests in all of its patents, trademarks, intangibles, accounts, fixtures, products and proceeds. Plymouth Rubber Company, Inc. manufactures and distributes plastic and rubber products, including automotive tapes, insulating tapes, and other industrial tapes and films. The Company's tape products are used by the electrical supply industry, electric utilities, and automotive and other original equipment manufacturers. Through its Brite-Line Technologies subsidiary, Plymouth manufactures and supplies highway marking products. This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. The Company's actual results could differ materially from those set forth in the forward-looking statements as a result of various factors, including those referenced in the "Management's Discussion and Analysis" section of the Company's most recent Annual Report on Form 10-K, which is on file with the SEC. EX-99 4 ge.txt EXHIBIT 99.2 Exhibit 99.2 SECOND MODIFICATION AGREEMENT THIS SECOND MODIFICATION AGREEMENT (this "Agreement") is made to be effective as of the ___ day of October, 2002, by and between GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital"), for itself and as agent for the other financial institutions which are participants or participating lenders with respect to any of the "Loans" and the "Loan Documents" (as hereinafter defined), and PLYMOUTH RUBBER COMPANY, INC. (the "Borrower"). Hereafter GE Capital and the Borrower are collectively referred to as the "Parties." RECITALS GE Capital is the holder of the secured term loans (the "Loans") evidenced, respectively, by the following instruments (collectively, the "Notes"): (i) Promissory Note No. 4066377-003 dated December 3, 1997 in the originally stated principal amount of $4,050,000, as modified by Modification Agreement dated February 5, 2001 (GE Capital Account No. 4066377-003); (ii) Promissory Note No. 4074566-001 dated April 13, 1998 in the originally stated principal amount of $3,710,000, as modified by Modification Agreement dated February 5, 2001 (GE Capital Account No. 4074566-001); (iii) Promissory Note No. 4066377-005 dated November 12, 1998 in the originally stated principal amount of $450,000 (GE Capital Account No. 4066377-005); (iv) Promissory Note No. 4074566-002 dated December 30, 1999 in the originally stated principal amount of $550,000, as modified by Modification Agreement dated February 5, 2001 (GE Capital Account No. 4074566-002); (v) Promissory Note No. 4105137-001 dated June 5, 2000 in the originally stated principal amount of $1,469,978.50, as modified by Modification Agreement dated February 5, 2001 (GE Capital Account No. 4105137-001); and (vi) Promissory Note No. 4105137-002 dated August 24, 2000 in the originally stated principal amount of $1,104,077, as modified by Modification Agreement dated February 5, 2001 (GE Capital Account No. 4105137-002). The Loans are further evidenced by: (a) the Master Security Agreement dated December 29, 1995, as amended by the Collateral Schedules which reference or incorporate such Master Security Agreement, and also by (1) Addendum No. 1 and Addendum No. 2 thereto, each dated as of December 29, 1995, (2) a letter agreement dated as of February 19, 1997 and effective as of November 30, 1996, and (3) a letter agreement dated as of February 8, 2000 and effective as of November 30, 1999; (b) the Master Security Agreement dated January 29, 1997, as amended by the Collateral Schedules which incorporate or reference such Master Security Agreement, and also by a letter agreement dated February 12, 1997; and (c) the Cross Collateralization and Cross Default Agreement dated as of January 29, 1997 (all of the foregoing are collectively referred to herein as the "Security Agreement"; provided, that where the context so requires, the term "Security Agreement" shall refer to either of the aforesaid Master Security Agreements, as amended) and are secured by the liens and security interests in the collateral described in the Security Agreement (the "Collateral"). GE Capital and the Borrower entered into a Modification Agreement ("First Modification") dated December 27, 2001, pursuant to which certain terms of the Notes and the Security Agreement were modified. Hereafter, the Notes, the Security Agreement, the First Modification Agreement, and all financing statements and other documents evidencing or securing the Loans, as modified or amended from time to time, are collectively referred to as the "Loan Documents"; and all duties and obligations of the Borrower to GE Capital arising out of or relating to the Loans, including without limitation the duty to repay the unpaid principal balances of the Loans and all accrued interest thereon in accordance with the terms of the Loan Documents, are hereby collectively referred to as the "Obligations." The Loans are currently in default and GE Capital has the immediate and unconditional right to commence exercising the default rights and remedies available to GE Capital under applicable laws and the terms of the Loan Documents. The Borrower has requested that GE Capital agree to waive the existing defaults and further agree to modify certain terms of the Loan Documents. Subject to the terms and conditions set forth herein, GE Capital is willing to grant a limited waiver of the defaults and to modify certain terms of the Loan Documents. The Parties have entered into this Agreement to set forth the terms and conditions of such limited waivers and modifications. NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be bound, hereby agree as follows: Section 1. Recitals. The Parties acknowledge that the Recitals set forth above are true and accurate. Each of the Recitals is incorporated into this Agreement and made a part hereof. Section 2. Acknowledgment Of Obligations And Defaults. The Borrower acknowledges, represents and warrants that: (a) each of the Loan Documents is the valid and binding obligation of the Borrower and is fully enforceable against the Borrower in accordance with all stated terms; (b) the duties of the Borrower to pay and perform the Obligations are the absolute, unconditional duties of the Borrower and are not subject to any rights of set-off, defenses or counterclaims; (c) (i) the Borrower's failure to pay the sums due upon the Loans in accordance with the terms of the Loan Documents in the months of April 2002 up to the date of this Agreement (collectively, the "Existing Payment Defaults"), (ii) the Borrower's failure to comply with the financial covenants ("Financial Covenants") set forth in Section 10 of the Security Agreement (the "Existing Financial Covenant Defaults"), and (iii) the Borrower's default under certain obligations owed to lenders and/or lessors other than GE Capital (the "Existing Cross-Defaults"; together with the Existing Payment Defaults and the Existing Financial Covenant Defaults, collectively, the "Existing Defaults") constitute Events of Default under the Loan Documents and, as a result thereof, GE Capital is entitled, absent the limited waivers granted in accordance with the terms of this Agreement, to exercise immediately the default remedies available to GE Capital under the Loan Documents and under applicable laws. THE BORROWER HEREBY UNCONDITIONALLY REAFFIRMS AND RATIFIES ALL OBLIGATIONS OWED BY THE BORROWER PURSUANT TO THE TERMS OF THE LOAN DOCUMENTS, AS HEREBY MODIFIED. Section 3. Acknowledgment Of Outstanding Balances Of Loans. The Parties agree that the sums of principal and accrued interest due and payable with respect to each of the Loans as of October 1, 2002 are as follows: (a) GE Capital Account No. 4066377-003 Principal: $2,484,607.43 Interest (through 10/01/02): 122,774.15 (b) GE Capital Account No. 4074566-001 Principal: $1,789,992.18 Interest (through 10/01/02): 82,806.47 (c) GE Capital Account No. 4066377-005 Principal: $216,300.99 Interest (through 10/01/02): 9,145.07 (d) GE Capital Account No. 4074566-002 Principal: $430,958.91 Interest (through 10/01/02): 21,837.09 (e) GE Capital Account No. 4105137-001 Principal: $1,291,525.78 Interest (through 10/01/02): 61,288.50 (f) GE Capital Account No. 4105137-002 Principal: $999,226.07 Interest (through 10/01/02): 29,598.93 In addition, interest, late charges, and attorneys' fees, as provided for in the Loan Documents, continue to accrue in accordance with the terms of the Loan Documents, and are due and payable to GE Capital by the Borrower in accordance with the stated terms of the Loan Documents. Section 4. Security. The Obligations shall continue to be secured by the liens, assignments, and security interests described and provided for in the Loan Documents, none of which shall be impaired by anything contained in this Agreement and all of which are hereby ratified and confirmed by the Borrower. The Borrower represents and warrants that the security interests, liens and assignments in the Collateral established under the Loan Documents shall continue to constitute perfected, first priority security interests, liens and assignments in the Collateral in accordance with the terms set forth in the Loan Documents. In order to secure the payment and performance of the Obligations, the Borrower hereby grants and conveys to GE Capital a confirmatory security interest in and to all of the Collateral described on Exhibit A attached hereto and the proceeds and products thereof. In addition, the Borrower shall grant to GE Capital, as additional collateral for the Obligations, and to CIT Equipment Financing, Inc. ("CIT") and Banknorth, N.A. ("Banknorth"), as additional collateral for certain obligations owed by the Borrower to CIT and Banknorth, the following: (a) security interests in and to all of the Collateral described in a Security Agreement of even date herewith between the Borrower, GE Capital, CIT, and Banknorth; (b) a mortgage lien in and to the real property and improvements (collectively, "Real Property") described in a mortgage ("Mortgage") of even date herewith granted by the Borrower to GE Capital, CIT and Banknorth; and (c) security interests in and to the patents, trademarks, and related property rights described in a Patent Security Agreement and a Trademark Security Agreement, each of even date herewith, granted by the Borrower to GE Capital, CIT, and Banknorth. Section 5. Waiver Of Existing Defaults; Representation and Warranty Of No Other Events Of Default. Subject to the satisfaction of all of the conditions precedent set forth in Section 7 below, GE Capital agrees to waive the Existing Defaults and to rescind all letters accelerating or demanding payment in full of the Loans and to rescind any previous demands or requests for the imposition of interest at a default rate of interest; provided, however, that the waiver of the Existing Defaults is a waiver only of the specific instances of default defined herein as the Existing Defaults. Nothing contained herein shall be construed as a continuing waiver by GE Capital of any provisions of the Loan Documents as modified by this Agreement and nothing contained herein shall be construed as any agreement by GE Capital to grant any future waiver, indulgence, forbearance or other accommodation in the event of any future breach or default under any Loan Document. The Borrower represents and warrants to GE Capital that, except for the Existing Defaults, no other Events of Default have occurred and are continuing under any of the Loan Documents as of the date hereof, such that, after giving effect to the limited waivers and modifications provided herein, the Borrower shall be in full compliance with all of the provisions of the Loan Documents. Section 6. Modifications. The Parties agree to the following modifications of the Loan Documents: 6.1 Payment And Maturity Date Modifications. Each of the Notes is hereby modified such that: (a) the remaining unpaid principal balances thereunder and interest which accrues thereunder shall be payable in monthly installments ("Periodic Installments") of principal and interest in the monthly amounts set forth with respect to each Note on Exhibit B attached hereto; and (b) the final maturity dates of each of the Notes shall be October 1, 2005, at which time the unpaid balances of all of the Loans, including without limitation all unpaid principal, interest, fees, expenses and other sums required to be paid to GE Capital by the terms of the Loan Documents, shall be paid in full. 6.2 Alternative Payment And Maturity Dates Modifications. At such time as the Borrower demonstrates to the satisfaction of GE Capital that: (a) all liens (collectively, "Senior Liens") in and to the Real Property which are senior in lien priority to the lien of the Mortgage (including without limitation the liens of LaSalle Bank National Association ("LaSalle")) are limited by their terms such that the Senior Liens secure not more than Two Million Dollars ($2,000,000) of indebtedness; and (b) an appraisal of the Real Property acceptable to GE Capital demonstrates that not less than Two Million Five Hundred Thousand Dollars ($2,500,000.00) of equity remains in the Real Property after deducting from the appraised fair market value of the Real Property the amount of the indebtedness secured by the Senior Liens, then each of the Notes shall be modified such that: (i) the Periodic Installments shall thereafter be in the monthly amounts set forth with respect to each Note on Exhibit C attached hereto; and (ii) the final maturity dates of each of the Notes shall be those maturity dates set forth on Exhibit C. 6.3 Cash Flow Recapture. Beginning for the fiscal year of the Borrower ending in November of 2003 and continuing for each fiscal year thereafter, on the date which occurs 90 days after the end of each fiscal year of the Borrower, the Borrower agrees to: (1) provide GE Capital, CIT and Banknorth with a statement of the Borrower's "Free Cash Flow" (as hereinafter defined) for such fiscal year, certified by an authorized officer of the Borrower to have been calculated in accordance with the requirements of this Agreement; and (2) make an annual payment (each a "Cash Flow Payment") to GE Capital, CIT and Banknorth in an amount equal to twenty-five percent (25%) of the Free Cash Flow for such fiscal year, which Cash Flow Payments shall be shared by GE Capital, CIT and Banknorth in accordance with the terms of a Collateral Sharing Agreement of even date herewith. Each portion of a Cash Flow Payment received by GE Capital shall be applied as a principal payment against the Loans, allocated pro rata among all of the Loans, until all of the other Loans shall have been paid, and with respect to each Loan to which any such payment or portion thereof is allocated, applied against the principal balance thereof in the inverse order of scheduled maturities. The provisions of the Notes prohibiting prepayment of the Notes in part shall not be applicable to the payments required under this subsection 6.3, and the payments required under this subsection 6.3 shall be without premium. For purposes of this subsection 6.3, the term "Free Cash Flow" means, with respect to any fiscal year of the Borrower, the amount obtained by subtracting (a) the sum of (i) the interest expense of the Borrower for such fiscal year, (ii) principal payments on debt of the Borrower paid during such fiscal year, (iii) the non-financed capital expenditures of the Borrower for such fiscal year, (iv) the amount of federal and state income taxes paid by the Borrower during such fiscal year, (v) the amount paid by the Borrower during such fiscal year on account of any pension payments, and (vi) the amount paid by the Borrower during such fiscal year on account of environmental payments against reserves (excluding ongoing environmental expenses), from (b) the EBITDA (as defined in the Security Agreement) of the Borrower for such fiscal year. 6.4 Deletion of Financial Covenants. The Parties hereby agree to delete all of the Financial Covenants. 6.5 Cross-Default. The occurrence hereafter of a default or an event of default under any loan or lease owed by the Borrower to LaSalle, CIT, or Banknorth shall, after the expiration of any applicable notice and cure rights of the Borrower, constitute an Event of Default under the Loan Documents. Section 7. Conditions Precedent. The limited waivers of the Existing Defaults set forth above in Section 5 of this Agreement and the modifications set forth above in Section 6 of this Agreement are subject to the satisfaction in full of each of the following conditions precedent: (a) The Borrower shall have duly authorized, executed and delivered this Agreement; (b) The Borrower shall have delivered to GE Capital evidence satisfactory to GE Capital (which shall include applicable modification documents, and such other documentation as may be appropriate to indicate the satisfaction of any applicable conditions to the transactions contemplated by such documents) that: (a) BankNorth and CIT have entered into restructurings of the terms of payment and maturity dates applicable to the loans and leases of the Borrower held by such creditors on terms providing for the deferral of portions of the payments due thereunder and for the extension of maturity dates which are similar to the payment deferral terms and extensions of maturity dates provided for herein with respect to the Loans; and (b) BankNorth and CIT have waived any existing defaults under their respective loans and leases with the Borrower; (c) All entities holding any participation interests or assignment interests in any of the Loans shall have consented in writing to this Agreement and the waivers and modifications contemplated by this Agreement; (d) The Borrower shall have paid to GE Capital the amount of $37,149.70 for remittance to Citizens Leasing Corporation ("Citizens"), representing that amount of principal and interest necessary to bring the participation interests of Citizens current through October 1, 2002; (e) The Borrower shall have paid to GE Capital $85,219.42, representing the aggregate amount of unpaid accrued interest upon the Loans through May, 2002 and $472,176.42, representing the aggregate amount of the above-described Periodic Installments due upon the Loans, as modified in accordance with the terms of subsection 6.1 of this Agreement, for the months of June, July, August, September, and October of 2002; (f) The Borrower shall have paid all reasonable attorneys' fees and expenses incurred by GE Capital in connection with the preparation and negotiation of this Agreement and all related documents and all costs of recordation, title insurance and other out-of-pocket expenses incurred with respect to the additional collateral being provided by the Borrower in accordance with Section 4 of this Agreement; (g) There shall not have occurred and be continuing any event or circumstance which is or, with the giving of notice, the passage of time, or both, would be an Event of Default under any of the Loan Documents, other than the Existing Defaults; and (h) GE Capital, Banknorth and CIT shall have been granted perfected mortgage liens upon the real property of the Borrower, and security interests upon certain property of the Borrower second in lien priority only to the liens of LaSalle therein (or any entity refinancing LaSalle's loans to the Borrower), and LaSalle, GE Capital, CIT and Banknorth shall have entered into a Subordination Agreement acceptable to GE Capital. Section 8. No Other Modifications Of Loan Documents. Except as specifically stated in this Agreement, the Loan Documents have not been amended, modified or changed in any respect. Without limiting the foregoing, nothing herein shall be construed as a waiver or modification of any provision providing for default remedies in favor of GE Capital if any further default occurs under any Loan Documents, including the right to accelerate the maturity of the Loans. Section 9. Further Assurances. The Borrower agrees to execute and deliver to GE Capital such other and further documents as may from time to time, be reasonably requested by GE Capital in order to execute or enforce the terms and conditions of this Agreement or of any of the Loan Documents. Section 10. No Novation; No Refinance. It is the intention of the Parties that nothing contained in this Agreement shall be deemed to effect or accomplish or otherwise constitute a novation of any of the obligations or duties owed by the Borrower to GE Capital or of any of the Loan Documents or to be a refinance of the Loans. Except as expressly provided herein, nothing contained herein is intended to extinguish, terminate or impair any of the duties or obligations owed by the Borrower to GE Capital. Section 11. Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable against each of the Parties and their respective successors and assigns. Section 12. Choice Of Law; Consent To Jurisdiction; Agreement As To Venue. This Agreement shall be construed, performed and enforced and its validity and enforceability determined in accordance with the laws of the State of Connecticut (excluding conflict of laws principles). The Borrower consents to the jurisdiction of any state or federal court located in the State of Connecticut. The Borrower waives any right to object to the maintenance of a suit in any of the state or federal courts of the State of Connecticut on the basis of improper venue or inconvenience of forum. Section 13. Amendments. This Agreement may be amended only by a writing executed by all of the Parties. Section 14. Time. Time is of the essence of this Agreement. Section 15. No Oral or Implied Waiver. No failure or delay by GE Capital in the exercise or enforcement of any of its rights under any Loan Document shall be a waiver of such right or remedy nor shall a single or partial exercise or enforcement thereof preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right or remedy. GE Capital may at any time or from time to time waive all or any rights under this Agreement or the other Loan Documents, but any such waiver must be specific and in writing and no such waiver shall constitute, unless specifically so expressed by GE Capital in writing, a future waiver of performance or exact performance by the Borrower. No notice to or demand upon the Borrower in any instance shall entitle the Borrower to any other or further notice or demand in the same, similar or other circumstance. Section 16. Obligations Unconditional. The obligations of the Borrower set forth in this Agreement and as required by the terms of the Loan Documents are absolute and unconditional, and are independent of any defense or rights of set-off, recoupment or counterclaim which the Borrower might have against GE Capital. The Borrower agrees that all payments required hereunder or by the Loan Documents shall be made free of any deductions and without abatement, diminution or set-off. Section 17. RELEASE. IN ORDER TO INDUCE GE CAPITAL TO ENTER INTO THIS AGREEMENT, THE BORROWER FOREVER RELEASES AND DISCHARGES GE CAPITAL AND GE CAPITAL'S OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS, AND AGENTS AND ALL PARTICIPANTS AND ASSIGNEES OF GE CAPITAL WITH RESPECT TO THE LOANS (COLLECTIVELY, THE "RELEASED PARTIES") FROM ANY AND ALL CLAIMS, CAUSES OF ACTION, SUITS AND DAMAGES (INCLUDING CLAIMS FOR ATTORNEYS' FEES AND COSTS) WHICH THE BORROWER EVER HAD OR MAY NOW HAVE AGAINST ANY OF THE RELEASED PARTIES ARISING OUT OF OR RELATED IN ANY WAY TO THE LOANS, THE OBLIGATIONS, THE LOAN DOCUMENTS, OR THE COLLATERAL SECURING THE LOANS OR THE ADMINISTRATION THEREOF, WHETHER KNOWN OR UNKNOWN, INCLUDING BUT NOT LIMITED TO ANY AND ALL CLAIMS BASED UPON OR RELYING ON ANY ALLEGATIONS OR ASSERTIONS OF DURESS, ILLEGALITY, UNCONSCIONABILITY, BAD FAITH, BREACH OF CONTRACT, REGULATORY VIOLATIONS, NEGLIGENCE, MISCONDUCT, OR ANY OTHER TORT, CONTRACT OR REGULATORY CLAIM OF ANY KIND OR NATURE. THIS RELEASE IS INTENDED TO BE FINAL AND IRREVOCABLE AND IS NOT SUBJECT TO THE SATISFACTION OF ANY CONDITIONS OF ANY KIND. Section 18. Waiver Of Jury Trial. Each of the Parties agrees that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by any party, or any successor or assign of any party, on or with respect to this Agreement, the Loans(or the administration thereof), or any of the other Loan Documents, or which in any way relates, directly or indirectly, to the obligations of any party to any other party, or the dealings of the Parties with respect thereto, shall be tried by a court and not by a jury. EACH OF THE PARTIES HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. [SIGNATURES BEGIN ON THE FOLLOWING PAGE] IN WITNESS WHEREOF, the Parties have executed this Agreement with the specific intention of creating a document under seal as of the date first above written. This Agreement may be executed and delivered in counterparts. Executed counterparts of this Agreement may be delivered via facsimile. WITNESS: BORROWER: PLYMOUTH RUBBER COMPANY, INC., A Massachusetts Corporation By: - ---------------------------- --------------------------------------- Maurice J. Hamilburg, President WITNESS/ATTEST: GE CAPITAL: GENERAL ELECTRIC CAPITAL CORPORATION By: - ---------------------------- --------------------------------------- Kevin G. Wortman, Senior Vice President, Strategic Asset Financing Group Exhibits Exhibit A Collateral Exhibit B Payment and Maturity Dates Modifications (10/01/05 Maturity Date) Exhibit C Alternative Payment and Maturity Dates Modifications 9 A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:12 by .............................. Paul Cummings Parameter filename .................................. ply4066377003berns36 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4066377003berns36 Aggregate average life (lending) ............................. 3.018 years Rate ......................................................... 8.54000000%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 2,484,607.43 0.00 0.00 0.00 2,484,607.43 Apr-01-02 2,484,607.43 0.00 17,682.12 17,682.12 0.00 2,484,607.43 May-01-02 2,484,607.43 0.00 17,682.12 17,682.13 -0.01 2,484,607.44 Jun-01-02 2,484,607.44 0.00 31,743.63 17,682.12 14,061.51 2,470,545.93 Jul-01-02 2,470,545.93 0.00 31,643.56 17,582.05 14,061.51 2,456,484.42 Aug-01-02 2,456,484.42 0.00 31,543.49 17,481.98 14,061.51 2,442,422.91 Sep-01-02 2,442,422.91 0.00 31,443.42 17,381.91 14,061.51 2,428,361.40 Oct-01-02 2,428,361.40 0.00 31,343.35 17,281.84 14,061.51 2,414,299.89 Nov-01-02 2,414,299.89 0.00 31,243.28 17,181.77 14,061.51 2,400,238.38 Dec-01-02 2,400,238.38 0.00 31,143.21 17,081.69 14,061.52 2,386,176.86 ------------- ------------- ------------- ------------- 2,484,607.43 255,468.18 157,037.61 98,430.57 Jan-01-03 2,386,176.86 0.00 31,043.14 16,981.63 14,061.51 2,372,115.35 Feb-01-03 2,372,115.35 0.00 30,943.06 16,881.55 14,061.51 2,358,053.84 Mar-01-03 2,358,053.84 0.00 30,842.99 16,781.49 14,061.50 2,343,992.34 Apr-01-03 2,343,992.34 0.00 30,742.92 16,681.41 14,061.51 2,329,930.83 May-01-03 2,329,930.83 0.00 30,642.85 16,581.34 14,061.51 2,315,869.32 Jun-01-03 2,315,869.32 0.00 44,157.93 16,481.27 27,676.66 2,288,192.66 Jul-01-03 2,288,192.66 0.00 43,960.96 16,284.30 27,676.66 2,260,516.00 Aug-01-03 2,260,516.00 0.00 43,764.00 16,087.34 27,676.66 2,232,839.34 Sep-01-03 2,232,839.34 0.00 43,567.03 15,890.38 27,676.65 2,205,162.69 Oct-01-03 2,205,162.69 0.00 43,370.07 15,693.40 27,676.67 2,177,486.02 Nov-01-03 2,177,486.02 0.00 43,173.10 15,496.45 27,676.65 2,149,809.37 Dec-01-03 2,149,809.37 0.00 42,976.14 15,299.47 27,676.67 2,122,132.70 ------------- ------------- ------------- ------------- 0.00 459,184.19 195,140.03 264,044.16 Jan-01-04 2,122,132.70 0.00 42,779.17 15,102.51 27,676.66 2,094,456.04 Feb-01-04 2,094,456.04 0.00 42,582.21 14,905.55 27,676.66 2,066,779.38 Mar-01-04 2,066,779.38 0.00 42,385.24 14,708.58 27,676.66 2,039,102.72 Apr-01-04 2,039,102.72 0.00 42,188.27 14,511.61 27,676.66 2,011,426.06 May-01-04 2,011,426.06 0.00 41,991.31 14,314.65 27,676.66 1,983,749.40 Jun-01-04 1,983,749.40 0.00 40,361.48 14,117.68 26,243.80 1,957,505.60 Jul-01-04 1,957,505.60 0.00 40,174.71 13,930.92 26,243.79 1,931,261.81 Aug-01-04 1,931,261.81 0.00 39,987.95 13,744.15 26,243.80 1,905,018.01 Sep-01-04 1,905,018.01 0.00 39,801.18 13,557.37 26,243.81 1,878,774.20 Oct-01-04 1,878,774.20 0.00 39,614.41 13,370.61 26,243.80 1,852,530.40 Nov-01-04 1,852,530.40 0.00 39,427.64 13,183.84 26,243.80 1,826,286.60 Dec-01-04 1,826,286.60 0.00 39,240.87 12,997.08 26,243.79 1,800,042.81 ------------- ------------- ------------- ------------- 0.00 490,534.44 168,444.55 322,089.89 Jan-01-05 1,800,042.81 0.00 39,054.10 12,810.30 26,243.80 1,773,799.01 Feb-01-05 1,773,799.01 0.00 38,867.34 12,623.54 26,243.80 1,747,555.21 Mar-01-05 1,747,555.21 0.00 38,680.57 12,436.77 26,243.80 1,721,311.41 Apr-01-05 1,721,311.41 0.00 38,493.80 12,249.99 26,243.81 1,695,067.60 May-01-05 1,695,067.60 0.00 38,307.03 12,063.24 26,243.79 1,668,823.81 Jun-01-05 1,668,823.81 0.00 38,641.66 11,876.46 26,765.20 1,642,058.61 Jul-01-05 1,642,058.61 0.00 38,451.18 11,685.98 26,765.20 1,615,293.41 Aug-01-05 1,615,293.41 0.00 38,260.70 11,495.51 26,765.19 1,588,528.22 Sep-01-05 1,588,528.22 0.00 38,070.23 11,305.02 26,765.21 1,561,763.01 Oct-01-05 1,561,763.01 0.00 1,572,877.56 11,114.55 1,561,763.01 0.00 ------------- ------------- ------------- ------------- 0.00 1,919,704.17 119,661.36 1,800,042.81 T O T A L 2,484,607.43 3,124,890.98 640,283.55 2,484,607.43 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 16:51 by .............................. Paul Cummings Parameter filename .................................. ply4066377005berns36 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4066377005berns36 Aggregate average life (lending) ............................. 2.240 years Average rate ................................................. 7.94403157%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 216,300.99 0.00 0.00 0.00 216,300.99 Apr-01-02 216,300.99 0.00 6,215.77 1,399.51 4,816.26 211,484.73 May-01-02 211,484.73 0.00 6,215.77 1,370.22 4,845.55 206,639.18 Jun-01-02 206,639.18 0.00 6,662.08 1,340.72 5,321.36 201,317.82 Jul-01-02 201,317.82 0.00 6,659.09 1,308.08 5,351.01 195,966.81 Aug-01-02 195,966.81 0.00 6,656.09 1,275.25 5,380.84 190,585.97 Sep-01-02 190,585.97 0.00 6,653.10 1,242.24 5,410.86 185,175.11 Oct-01-02 185,175.11 0.00 6,650.11 1,209.05 5,441.06 179,734.05 Nov-01-02 179,734.05 0.00 6,647.12 1,175.67 5,471.45 174,262.60 Dec-01-02 174,262.60 0.00 6,644.13 1,142.10 5,502.03 168,760.57 ------------- ------------- ------------- ------------- 216,300.99 59,003.26 11,462.84 47,540.42 Jan-01-03 168,760.57 0.00 6,641.14 1,108.35 5,532.79 163,227.78 Feb-01-03 163,227.78 0.00 6,638.15 1,074.42 5,563.73 157,664.05 Mar-01-03 157,664.05 0.00 6,635.16 1,040.30 5,594.86 152,069.19 Apr-01-03 152,069.19 0.00 6,632.17 1,005.98 5,626.19 146,443.00 May-01-03 146,443.00 0.00 6,629.18 971.48 5,657.70 140,785.30 Jun-01-03 140,785.30 0.00 7,017.65 936.78 6,080.87 134,704.43 Jul-01-03 134,704.43 0.00 7,012.03 899.27 6,112.76 128,591.67 Aug-01-03 128,591.67 0.00 1,699.32 861.56 837.76 127,753.91 Sep-01-03 127,753.91 0.00 1,693.71 855.95 837.76 126,916.15 Oct-01-03 126,916.15 0.00 1,688.09 850.34 837.75 126,078.40 Nov-01-03 126,078.40 0.00 1,682.48 844.73 837.75 125,240.65 Dec-01-03 125,240.65 0.00 1,676.87 839.11 837.76 124,402.89 ------------- ------------- ------------- ------------- 0.00 55,645.95 11,288.27 44,357.68 Jan-01-04 124,402.89 0.00 1,671.26 833.50 837.76 123,565.13 Feb-01-04 123,565.13 0.00 1,665.64 827.88 837.76 122,727.37 Mar-01-04 122,727.37 0.00 1,660.03 822.28 837.75 121,889.62 Apr-01-04 121,889.62 0.00 1,654.42 816.66 837.76 121,051.86 May-01-04 121,051.86 0.00 1,648.80 811.04 837.76 120,214.10 Jun-01-04 120,214.10 0.00 3,027.38 805.44 2,221.94 117,992.16 Jul-01-04 117,992.16 0.00 3,012.49 790.55 2,221.94 115,770.22 Aug-01-04 115,770.22 0.00 2,997.60 775.66 2,221.94 113,548.28 Sep-01-04 113,548.28 0.00 2,982.72 760.77 2,221.95 111,326.33 Oct-01-04 111,326.33 0.00 2,967.83 745.89 2,221.94 109,104.39 Nov-01-04 109,104.39 0.00 2,952.94 730.99 2,221.95 106,882.44 Dec-01-04 106,882.44 0.00 2,938.06 716.12 2,221.94 104,660.50 ------------- ------------- ------------- ------------- 0.00 29,179.17 9,436.78 19,742.39 Jan-01-05 104,660.50 0.00 2,923.17 701.22 2,221.95 102,438.55 Feb-01-05 102,438.55 0.00 2,908.28 686.34 2,221.94 100,216.61 Mar-01-05 100,216.61 0.00 2,893.40 671.45 2,221.95 97,994.66 Apr-01-05 97,994.66 0.00 2,878.51 656.57 2,221.94 95,772.72 May-01-05 95,772.72 0.00 2,863.62 641.67 2,221.95 93,550.77 Jun-01-05 93,550.77 0.00 2,892.88 626.79 2,266.09 91,284.68 Jul-01-05 91,284.68 0.00 2,877.70 611.61 2,266.09 89,018.59 Aug-01-05 89,018.59 0.00 2,862.51 596.42 2,266.09 86,752.50 Sep-01-05 86,752.50 0.00 2,847.33 581.25 2,266.08 84,486.42 Oct-01-05 84,486.42 0.00 85,052.47 566.05 84,486.42 0.00 ------------- ------------- ------------- ------------- 0.00 110,999.87 6,339.37 104,660.50 T O T A L 216,300.99 254,828.25 38,527.26 216,300.99 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:03 by .............................. Paul Cummings Parameter filename .................................. ply4074566001berns36 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4105137002berns36 Aggregate average life (lending) ............................. 2.751 years Rate ......................................................... 8.04000000%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 1,789,992.18 0.00 0.00 0.00 1,789,992.18 Apr-01-02 1,789,992.18 0.00 11,992.95 11,992.95 0.00 1,789,992.18 May-01-02 1,789,992.18 0.00 11,992.95 11,992.95 0.00 1,789,992.18 Jun-01-02 1,789,992.18 0.00 29,069.95 11,992.94 17,077.01 1,772,915.17 Jul-01-02 1,772,915.17 0.00 28,955.53 11,878.53 17,077.00 1,755,838.17 Aug-01-02 1,755,838.17 0.00 28,841.12 11,764.12 17,077.00 1,738,761.17 Sep-01-02 1,738,761.17 0.00 28,726.70 11,649.70 17,077.00 1,721,684.17 Oct-01-02 1,721,684.17 0.00 28,612.28 11,535.28 17,077.00 1,704,607.17 Nov-01-02 1,704,607.17 0.00 28,497.87 11,420.87 17,077.00 1,687,530.17 Dec-01-02 1,687,530.17 0.00 28,383.45 11,306.45 17,077.00 1,670,453.17 ------------- ------------- ------------- ------------- 1,789,992.18 225,072.80 105,533.79 119,539.01 Jan-01-03 1,670,453.17 0.00 28,269.04 11,192.04 17,077.00 1,653,376.17 Feb-01-03 1,653,376.17 0.00 28,154.62 11,077.62 17,077.00 1,636,299.17 Mar-01-03 1,636,299.17 0.00 28,040.20 10,963.21 17,076.99 1,619,222.18 Apr-01-03 1,619,222.18 0.00 27,925.79 10,848.78 17,077.01 1,602,145.17 May-01-03 1,602,145.17 0.00 27,811.37 10,734.38 17,076.99 1,585,068.18 Jun-01-03 1,585,068.18 0.00 41,193.40 10,619.95 30,573.45 1,554,494.73 Jul-01-03 1,554,494.73 0.00 40,988.55 10,415.12 30,573.43 1,523,921.30 Aug-01-03 1,523,921.30 0.00 40,783.71 10,210.27 30,573.44 1,493,347.86 Sep-01-03 1,493,347.86 0.00 40,578.87 10,005.43 30,573.44 1,462,774.42 Oct-01-03 1,462,774.42 0.00 40,374.03 9,800.59 30,573.44 1,432,200.98 Nov-01-03 1,432,200.98 0.00 40,169.19 9,595.75 30,573.44 1,401,627.54 Dec-01-03 1,401,627.54 0.00 39,964.34 9,390.90 30,573.44 1,371,054.10 ------------- ------------- ------------- ------------- 0.00 424,253.11 124,854.04 299,399.07 Jan-01-04 1,371,054.10 0.00 39,759.50 9,186.06 30,573.44 1,340,480.66 Feb-01-04 1,340,480.66 0.00 39,554.66 8,981.22 30,573.44 1,309,907.22 Mar-01-04 1,309,907.22 0.00 39,349.82 8,776.38 30,573.44 1,279,333.78 Apr-01-04 1,279,333.78 0.00 39,144.98 8,571.54 30,573.44 1,248,760.34 May-01-04 1,248,760.34 0.00 38,940.13 8,366.69 30,573.44 1,218,186.90 Jun-01-04 1,218,186.90 0.00 26,931.15 8,161.86 18,769.29 1,199,417.61 Jul-01-04 1,199,417.61 0.00 26,805.40 8,036.09 18,769.31 1,180,648.30 Aug-01-04 1,180,648.30 0.00 26,679.64 7,910.35 18,769.29 1,161,879.01 Sep-01-04 1,161,879.01 0.00 26,553.89 7,784.59 18,769.30 1,143,109.71 Oct-01-04 1,143,109.71 0.00 26,428.13 7,658.83 18,769.30 1,124,340.41 Nov-01-04 1,124,340.41 0.00 26,302.38 7,533.08 18,769.30 1,105,571.11 Dec-01-04 1,105,571.11 0.00 26,176.63 7,407.33 18,769.30 1,086,801.81 ------------- ------------- ------------- ------------- 0.00 382,626.31 98,374.02 284,252.29 Jan-01-05 1,086,801.81 0.00 26,050.87 7,281.57 18,769.30 1,068,032.51 Feb-01-05 1,068,032.51 0.00 25,925.12 7,155.82 18,769.30 1,049,263.21 Mar-01-05 1,049,263.21 0.00 25,799.36 7,030.06 18,769.30 1,030,493.91 Apr-01-05 1,030,493.91 0.00 25,673.61 6,904.31 18,769.30 1,011,724.61 May-01-05 1,011,724.61 0.00 25,547.85 6,778.56 18,769.29 992,955.32 Jun-01-05 992,955.32 0.00 25,795.00 6,652.80 19,142.20 973,813.12 Jul-01-05 973,813.12 0.00 25,666.75 6,524.54 19,142.21 954,670.91 Aug-01-05 954,670.91 0.00 25,538.50 6,396.30 19,142.20 935,528.71 Sep-01-05 935,528.71 0.00 25,410.24 6,268.04 19,142.20 916,386.51 Oct-01-05 916,386.51 0.00 922,526.30 6,139.79 916,386.51 0.00 ------------- ------------- ------------- ------------- 0.00 1,153,933.60 67,131.79 1,086,801.81 T O T A L 1,789,992.18 2,185,885.82 395,893.64 1,789,992.18 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:05 by .............................. Paul Cummings Parameter filename .................................. ply4074566002berns36 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4105137002berns36 Aggregate average life (lending) ............................. 3.063 years Rate ......................................................... 8.75000000%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 430,958.91 0.00 0.00 0.00 430,958.91 Apr-01-02 430,958.91 0.00 3,142.41 3,142.41 0.00 430,958.91 May-01-02 430,958.91 0.00 3,142.41 3,142.41 0.00 430,958.91 Jun-01-02 430,958.91 0.00 5,333.50 3,142.41 2,191.09 428,767.82 Jul-01-02 428,767.82 0.00 5,317.52 3,126.43 2,191.09 426,576.73 Aug-01-02 426,576.73 0.00 5,301.55 3,110.45 2,191.10 424,385.63 Sep-01-02 424,385.63 0.00 5,285.57 3,094.48 2,191.09 422,194.54 Oct-01-02 422,194.54 0.00 5,269.59 3,078.50 2,191.09 420,003.45 Nov-01-02 420,003.45 0.00 5,253.62 3,062.53 2,191.09 417,812.36 Dec-01-02 417,812.36 0.00 5,237.64 3,046.55 2,191.09 415,621.27 ------------- ------------- ------------- ------------- 430,958.91 43,283.81 27,946.17 15,337.64 Jan-01-03 415,621.27 0.00 5,221.66 3,030.57 2,191.09 413,430.18 Feb-01-03 413,430.18 0.00 5,205.69 3,014.59 2,191.10 411,239.08 Mar-01-03 411,239.08 0.00 5,189.71 2,998.62 2,191.09 409,047.99 Apr-01-03 409,047.99 0.00 5,173.73 2,982.64 2,191.09 406,856.90 May-01-03 406,856.90 0.00 5,157.76 2,966.67 2,191.09 404,665.81 Jun-01-03 404,665.81 0.00 7,276.11 2,950.69 4,325.42 400,340.39 Jul-01-03 400,340.39 0.00 7,244.57 2,919.15 4,325.42 396,014.97 Aug-01-03 396,014.97 0.00 7,213.03 2,887.61 4,325.42 391,689.55 Sep-01-03 391,689.55 0.00 7,181.49 2,856.07 4,325.42 387,364.13 Oct-01-03 387,364.13 0.00 7,149.95 2,824.53 4,325.42 383,038.71 Nov-01-03 383,038.71 0.00 7,118.41 2,792.99 4,325.42 378,713.29 Dec-01-03 378,713.29 0.00 7,086.87 2,761.45 4,325.42 374,387.87 ------------- ------------- ------------- ------------- 0.00 76,218.98 34,985.58 41,233.40 Jan-01-04 374,387.87 0.00 7,055.33 2,729.91 4,325.42 370,062.45 Feb-01-04 370,062.45 0.00 7,023.79 2,698.37 4,325.42 365,737.03 Mar-01-04 365,737.03 0.00 6,992.25 2,666.83 4,325.42 361,411.61 Apr-01-04 361,411.61 0.00 6,960.71 2,635.30 4,325.41 357,086.20 May-01-04 357,086.20 0.00 6,929.17 2,603.75 4,325.42 352,760.78 Jun-01-04 352,760.78 0.00 7,094.66 2,572.22 4,522.44 348,238.34 Jul-01-04 348,238.34 0.00 7,061.69 2,539.23 4,522.46 343,715.88 Aug-01-04 343,715.88 0.00 7,028.71 2,506.27 4,522.44 339,193.44 Sep-01-04 339,193.44 0.00 6,995.74 2,473.28 4,522.46 334,670.98 Oct-01-04 334,670.98 0.00 6,962.76 2,440.31 4,522.45 330,148.53 Nov-01-04 330,148.53 0.00 6,929.78 2,407.33 4,522.45 325,626.08 Dec-01-04 325,626.08 0.00 6,896.81 2,374.36 4,522.45 321,103.63 ------------- ------------- ------------- ------------- 0.00 83,931.40 30,647.16 53,284.24 Jan-01-05 321,103.63 0.00 6,863.83 2,341.38 4,522.45 316,581.18 Feb-01-05 316,581.18 0.00 6,830.85 2,308.41 4,522.44 312,058.74 Mar-01-05 312,058.74 0.00 6,797.88 2,275.42 4,522.46 307,536.28 Apr-01-05 307,536.28 0.00 6,764.90 2,242.46 4,522.44 303,013.84 May-01-05 303,013.84 0.00 6,731.93 2,209.47 4,522.46 298,491.38 Jun-01-05 298,491.38 0.00 6,788.80 2,176.50 4,612.30 293,879.08 Jul-01-05 293,879.08 0.00 6,755.17 2,142.87 4,612.30 289,266.78 Aug-01-05 289,266.78 0.00 6,721.54 2,109.24 4,612.30 284,654.48 Sep-01-05 284,654.48 0.00 6,687.91 2,075.60 4,612.31 280,042.17 Oct-01-05 280,042.17 0.00 282,084.15 2,041.98 280,042.17 0.00 ------------- ------------- ------------- ------------- 0.00 343,026.96 21,923.33 321,103.63 T O T A L 430,958.91 546,461.15 115,502.24 430,958.91 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-22-2002 15:16 by .............................. Paul Cummings Parameter filename ............................... ics410537001berns36OCT1 Parameter path ................................... k:\saf group\plymouth6\ Comment ................................................... 410537001OCT01 Aggregate average life (lending) ............................. 3.105 years Rate ......................................................... 9.56000000%
starting debt remaining date balance takedowns service interest principal balance Apr-05-02 0.00 1,291,525.78 0.00 0.00 0.00 1,291,525.78 May-05-02 1,291,525.78 0.00 10,289.16 10,289.16 0.00 1,291,525.78 Jun-05-02 1,291,525.78 0.00 15,892.95 10,289.15 5,603.80 1,285,921.98 Jul-05-02 1,285,921.98 0.00 15,848.30 10,244.51 5,603.79 1,280,318.19 Aug-05-02 1,280,318.19 0.00 15,803.66 10,199.87 5,603.79 1,274,714.40 Sep-05-02 1,274,714.40 0.00 15,759.01 10,155.23 5,603.78 1,269,110.62 Oct-05-02 1,269,110.62 0.00 15,714.37 10,110.58 5,603.79 1,263,506.83 Nov-05-02 1,263,506.83 0.00 15,669.73 10,065.93 5,603.80 1,257,903.03 Dec-05-02 1,257,903.03 0.00 15,625.08 10,021.30 5,603.78 1,252,299.25 ------------- ------------- ------------- ------------- 1,291,525.78 120,602.26 81,375.73 39,226.53 Jan-05-03 1,252,299.25 0.00 15,580.44 9,976.65 5,603.79 1,246,695.46 Feb-05-03 1,246,695.46 0.00 15,535.80 9,932.01 5,603.79 1,241,091.67 Mar-05-03 1,241,091.67 0.00 15,491.15 9,887.36 5,603.79 1,235,487.88 Apr-05-03 1,235,487.88 0.00 15,446.51 9,842.72 5,603.79 1,229,884.09 May-05-03 1,229,884.09 0.00 15,401.87 9,798.08 5,603.79 1,224,280.30 Jun-05-03 1,224,280.30 0.00 20,895.50 9,753.43 11,142.07 1,213,138.23 Jul-05-03 1,213,138.23 0.00 20,806.74 9,664.67 11,142.07 1,201,996.16 Aug-05-03 1,201,996.16 0.00 20,717.97 9,575.90 11,142.07 1,190,854.09 Sep-05-03 1,190,854.09 0.00 20,629.21 9,487.14 11,142.07 1,179,712.02 Oct-05-03 1,179,712.02 0.00 20,540.44 9,398.37 11,142.07 1,168,569.95 Nov-05-03 1,168,569.95 0.00 20,451.68 9,309.61 11,142.07 1,157,427.88 Dec-05-03 1,157,427.88 0.00 20,362.91 9,220.84 11,142.07 1,146,285.81 ------------- ------------- ------------- ------------- 0.00 221,860.22 115,846.78 106,013.44 Jan-05-04 1,146,285.81 0.00 20,274.15 9,132.08 11,142.07 1,135,143.74 Feb-05-04 1,135,143.74 0.00 20,185.38 9,043.31 11,142.07 1,124,001.67 Mar-05-04 1,124,001.67 0.00 20,096.62 8,954.55 11,142.07 1,112,859.60 Apr-05-04 1,112,859.60 0.00 20,007.85 8,865.78 11,142.07 1,101,717.53 May-05-04 1,101,717.53 0.00 19,919.09 8,777.01 11,142.08 1,090,575.45 Jun-05-04 1,090,575.45 0.00 13,371.05 8,688.25 4,682.80 1,085,892.65 Jul-05-04 1,085,892.65 0.00 13,371.05 8,650.95 4,720.10 1,081,172.55 Aug-05-04 1,081,172.55 0.00 13,371.05 8,613.34 4,757.71 1,076,414.84 Sep-05-04 1,076,414.84 0.00 13,371.05 8,575.44 4,795.61 1,071,619.23 Oct-05-04 1,071,619.23 0.00 13,371.05 8,537.23 4,833.82 1,066,785.41 Nov-05-04 1,066,785.41 0.00 13,371.05 8,498.73 4,872.32 1,061,913.09 Dec-05-04 1,061,913.09 0.00 13,371.05 8,459.90 4,911.15 1,057,001.94 ------------- ------------- ------------- ------------- 0.00 194,080.44 104,796.57 89,283.87 Jan-05-05 1,057,001.94 0.00 13,371.05 8,420.79 4,950.26 1,052,051.68 Feb-05-05 1,052,051.68 0.00 13,371.05 8,381.34 4,989.71 1,047,061.97 Mar-05-05 1,047,061.97 0.00 13,371.05 8,341.59 5,029.46 1,042,032.51 Apr-05-05 1,042,032.51 0.00 13,371.05 8,301.53 5,069.52 1,036,962.99 May-05-05 1,036,962.99 0.00 13,371.05 8,261.14 5,109.91 1,031,853.08 Jun-05-05 1,031,853.08 0.00 13,636.70 8,220.43 5,416.27 1,026,436.81 Jul-05-05 1,026,436.81 0.00 13,636.70 8,177.28 5,459.42 1,020,977.39 Aug-05-05 1,020,977.39 0.00 13,636.70 8,133.79 5,502.91 1,015,474.48 Sep-05-05 1,015,474.48 0.00 13,636.70 8,089.94 5,546.76 1,009,927.72 Oct-01-05 1,009,927.72 0.00 1,016,900.71 6,972.99 1,009,927.72 0.00 ------------- ------------- ------------- ------------- 0.00 1,138,302.76 81,300.82 1,057,001.94 T O T A L 1,291,525.78 1,674,845.68 383,319.90 1,291,525.78 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-22-2002 15:20 by .............................. Paul Cummings Parameter filename ............................... ics410537002berns36OCT1 Parameter path ................................... k:\saf group\plymouth6\ Comment ................................................... 410537001OCT01 Aggregate average life (lending) ............................. 3.009 years Rate ......................................................... 8.98050000%
starting debt remaining date balance takedowns service interest principal balance Apr-24-02 0.00 999,226.07 0.00 0.00 0.00 999,226.07 May-24-02 999,226.07 0.00 7,477.96 7,477.96 0.00 999,226.07 Jun-24-02 999,226.07 0.00 11,659.06 7,477.96 4,181.10 995,044.97 Jul-24-02 995,044.97 0.00 11,627.77 7,446.66 4,181.11 990,863.86 Aug-24-02 990,863.86 0.00 11,596.48 7,415.38 4,181.10 986,682.76 Sep-24-02 986,682.76 0.00 11,565.19 7,384.09 4,181.10 982,501.66 Oct-24-02 982,501.66 0.00 11,533.90 7,352.80 4,181.10 978,320.56 Nov-24-02 978,320.56 0.00 11,502.61 7,321.50 4,181.11 974,139.45 Dec-24-02 974,139.45 0.00 11,471.32 7,290.22 4,181.10 969,958.35 ------------- ------------- ------------- ------------- 999,226.07 88,434.29 59,166.57 29,267.72 Jan-24-03 969,958.35 0.00 11,440.03 7,258.92 4,181.11 965,777.24 Feb-24-03 965,777.24 0.00 11,408.74 7,227.64 4,181.10 961,596.14 Mar-24-03 961,596.14 0.00 11,377.45 7,196.35 4,181.10 957,415.04 Apr-24-03 957,415.04 0.00 11,346.16 7,165.05 4,181.11 953,233.93 May-24-03 953,233.93 0.00 11,314.86 7,133.77 4,181.09 949,052.84 Jun-24-03 949,052.84 0.00 15,368.13 7,102.47 8,265.66 940,787.18 Jul-24-03 940,787.18 0.00 15,306.28 7,040.62 8,265.66 932,521.52 Aug-24-03 932,521.52 0.00 15,244.42 6,978.75 8,265.67 924,255.85 Sep-24-03 924,255.85 0.00 15,182.56 6,916.90 8,265.66 915,990.19 Oct-24-03 915,990.19 0.00 15,120.70 6,855.05 8,265.65 907,724.54 Nov-24-03 907,724.54 0.00 15,058.84 6,793.18 8,265.66 899,458.88 Dec-24-03 899,458.88 0.00 14,996.99 6,731.33 8,265.66 891,193.22 ------------- ------------- ------------- ------------- 0.00 163,165.16 84,400.03 78,765.13 Jan-24-04 891,193.22 0.00 14,935.13 6,669.46 8,265.67 882,927.55 Feb-24-04 882,927.55 0.00 14,873.27 6,607.61 8,265.66 874,661.89 Mar-24-04 874,661.89 0.00 14,811.41 6,545.75 8,265.66 866,396.23 Apr-24-04 866,396.23 0.00 14,749.55 6,483.90 8,265.65 858,130.58 May-24-04 858,130.58 0.00 14,687.69 6,422.03 8,265.66 849,864.92 Jun-24-04 849,864.92 0.00 16,643.37 6,360.18 10,283.19 839,581.73 Jul-24-04 839,581.73 0.00 16,566.41 6,283.22 10,283.19 829,298.54 Aug-24-04 829,298.54 0.00 16,489.45 6,206.26 10,283.19 819,015.35 Sep-24-04 819,015.35 0.00 16,412.50 6,129.31 10,283.19 808,732.16 Oct-24-04 808,732.16 0.00 16,335.54 6,052.35 10,283.19 798,448.97 Nov-24-04 798,448.97 0.00 16,258.58 5,975.39 10,283.19 788,165.78 Dec-24-04 788,165.78 0.00 16,181.63 5,898.44 10,283.19 777,882.59 ------------- ------------- ------------- ------------- 0.00 188,944.53 75,633.90 113,310.63 Jan-24-05 777,882.59 0.00 16,104.67 5,821.47 10,283.20 767,599.39 Feb-24-05 767,599.39 0.00 16,027.71 5,744.53 10,283.18 757,316.21 Mar-24-05 757,316.21 0.00 15,950.76 5,667.56 10,283.20 747,033.01 Apr-24-05 747,033.01 0.00 15,873.80 5,590.61 10,283.19 736,749.82 May-24-05 736,749.82 0.00 15,796.84 5,513.65 10,283.19 726,466.63 Jun-24-05 726,466.63 0.00 15,924.09 5,436.70 10,487.39 715,979.24 Jul-24-05 715,979.24 0.00 15,845.61 5,358.21 10,487.40 705,491.84 Aug-24-05 705,491.84 0.00 15,767.12 5,279.72 10,487.40 695,004.44 Sep-24-05 695,004.44 0.00 15,688.64 5,201.24 10,487.40 684,517.04 Oct-01-05 684,517.04 0.00 685,712.35 1,195.31 684,517.04 0.00 ------------- ------------- ------------- ------------- 0.00 828,691.59 50,809.00 777,882.59 T O T A L 999,226.07 1,269,235.57 270,009.50 999,226.07 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 16:49 by ............................. Paul Cummings Parameter filename .................................. ply4066377005berns24 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4066377003berns24 Aggregate average life (lending) ............................. 2.765 years Average rate ................................................. 7.95887244%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 216,300.99 0.00 0.00 0.00 216,300.99 Apr-01-02 216,300.99 0.00 6,215.77 1,399.51 4,816.26 211,484.73 May-01-02 211,484.73 0.00 6,215.77 1,370.22 4,845.55 206,639.18 Jun-01-02 206,639.18 0.00 6,666.76 1,340.72 5,326.04 201,313.14 Jul-01-02 201,313.14 0.00 6,663.74 1,308.05 5,355.69 195,957.45 Aug-01-02 195,957.45 0.00 6,660.72 1,275.19 5,385.53 190,571.92 Sep-01-02 190,571.92 0.00 6,657.70 1,242.15 5,415.55 185,156.37 Oct-01-02 185,156.37 0.00 6,654.67 1,208.91 5,445.76 179,710.61 Nov-01-02 179,710.61 0.00 6,651.65 1,175.52 5,476.13 174,234.48 Dec-01-02 174,234.48 0.00 6,648.63 1,141.91 5,506.72 168,727.76 ------------- ------------- ------------- ------------- 216,300.99 59,035.41 11,462.18 47,573.23 Jan-01-03 168,727.76 0.00 6,645.61 1,108.13 5,537.48 163,190.28 Feb-01-03 163,190.28 0.00 6,642.59 1,074.17 5,568.42 157,621.86 Mar-01-03 157,621.86 0.00 6,639.57 1,040.02 5,599.55 152,022.31 Apr-01-03 152,022.31 0.00 6,636.54 1,005.66 5,630.88 146,391.43 May-01-03 146,391.43 0.00 6,633.52 971.14 5,662.38 140,729.05 Jun-01-03 140,729.05 0.00 7,026.06 936.40 6,089.66 134,639.39 Jul-01-03 134,639.39 0.00 7,020.39 898.83 6,121.56 128,517.83 Aug-01-03 128,517.83 0.00 1,707.62 861.07 846.55 127,671.28 Sep-01-03 127,671.28 0.00 1,701.95 855.40 846.55 126,824.73 Oct-01-03 126,824.73 0.00 1,696.28 849.73 846.55 125,978.18 Nov-01-03 125,978.18 0.00 1,690.61 844.05 846.56 125,131.62 Dec-01-03 125,131.62 0.00 1,684.93 838.38 846.55 124,285.07 ------------- ------------- ------------- ------------- 0.00 55,725.67 11,282.98 44,442.69 Jan-01-04 124,285.07 0.00 1,679.26 832.71 846.55 123,438.52 Feb-01-04 123,438.52 0.00 1,673.59 827.04 846.55 122,591.97 Mar-01-04 122,591.97 0.00 1,667.92 821.37 846.55 121,745.42 Apr-01-04 121,745.42 0.00 1,662.25 815.69 846.56 120,898.86 May-01-04 120,898.86 0.00 1,656.57 810.02 846.55 120,052.31 Jun-01-04 120,052.31 0.00 3,049.62 804.35 2,245.27 117,807.04 Jul-01-04 117,807.04 0.00 3,034.58 789.31 2,245.27 115,561.77 Aug-01-04 115,561.77 0.00 3,019.54 774.26 2,245.28 113,316.49 Sep-01-04 113,316.49 0.00 3,004.49 759.22 2,245.27 111,071.22 Oct-01-04 111,071.22 0.00 2,989.45 744.18 2,245.27 108,825.95 Nov-01-04 108,825.95 0.00 2,974.41 729.14 2,245.27 106,580.68 Dec-01-04 106,580.68 0.00 2,959.36 714.09 2,245.27 104,335.41 ------------- ------------- ------------- ------------- 0.00 29,371.04 9,421.38 19,949.66 Jan-01-05 104,335.41 0.00 2,944.32 699.04 2,245.28 102,090.13 Feb-01-05 102,090.13 0.00 2,929.28 684.01 2,245.27 99,844.86 Mar-01-05 99,844.86 0.00 2,914.23 668.96 2,245.27 97,599.59 Apr-01-05 97,599.59 0.00 2,899.19 653.91 2,245.28 95,354.31 May-01-05 95,354.31 0.00 2,884.15 638.88 2,245.27 93,109.04 Jun-01-05 93,109.04 0.00 2,913.71 623.83 2,289.88 90,819.16 Jul-01-05 90,819.16 0.00 2,898.37 608.49 2,289.88 88,529.28 Aug-01-05 88,529.28 0.00 2,883.03 593.14 2,289.89 86,239.39 Sep-01-05 86,239.39 0.00 2,867.68 577.81 2,289.87 83,949.52 Oct-01-05 83,949.52 0.00 2,852.34 562.46 2,289.88 81,659.64 Nov-01-05 81,659.64 0.00 2,837.00 547.12 2,289.88 79,369.76 Dec-01-05 79,369.76 0.00 2,821.66 531.78 2,289.88 77,079.88 ------------- ------------- ------------- ------------- 0.00 34,644.96 7,389.43 27,255.53 Jan-01-06 77,079.88 0.00 2,806.31 516.43 2,289.88 74,790.00 Feb-01-06 74,790.00 0.00 2,790.97 501.09 2,289.88 72,500.12 Mar-01-06 72,500.12 0.00 2,775.63 485.76 2,289.87 70,210.25 Apr-01-06 70,210.25 0.00 2,760.29 470.40 2,289.89 67,920.36 May-01-06 67,920.36 0.00 2,744.95 455.07 2,289.88 65,630.48 Jun-01-06 65,630.48 0.00 4,109.97 439.73 3,670.24 61,960.24 Jul-01-06 61,960.24 0.00 4,085.38 415.13 3,670.25 58,289.99 Aug-01-06 58,289.99 0.00 4,060.79 390.54 3,670.25 54,619.74 Sep-01-06 54,619.74 0.00 4,036.20 365.95 3,670.25 50,949.49 Oct-01-06 50,949.49 0.00 4,011.61 341.37 3,670.24 47,279.25 Nov-01-06 47,279.25 0.00 3,987.02 316.77 3,670.25 43,609.00 Dec-01-06 43,609.00 0.00 3,962.43 292.18 3,670.25 39,938.75 ------------- ------------- ------------- ------------- 0.00 42,131.55 4,990.42 37,141.13 Jan-01-07 39,938.75 0.00 3,937.84 267.59 3,670.25 36,268.50 Feb-01-07 36,268.50 0.00 3,913.25 242.99 3,670.26 32,598.24 Mar-01-07 32,598.24 0.00 3,888.66 218.41 3,670.25 28,927.99 Apr-01-07 28,927.99 0.00 3,864.07 193.82 3,670.25 25,257.74 May-01-07 25,257.74 0.00 3,839.48 169.23 3,670.25 21,587.49 Jun-01-07 21,587.49 0.00 945.10 144.63 800.47 20,787.02 Jul-01-07 20,787.02 0.00 939.74 139.28 800.46 19,986.56 Aug-01-07 19,986.56 0.00 934.38 133.91 800.47 19,186.09 Sep-01-07 19,186.09 0.00 929.01 128.54 800.47 18,385.62 Oct-01-07 18,385.62 0.00 923.65 123.19 800.46 17,585.16 Nov-01-07 17,585.16 0.00 918.29 117.82 800.47 16,784.69 Dec-01-07 16,784.69 0.00 912.92 112.45 800.47 15,984.22 ------------- ------------- ------------- ------------- 0.00 25,946.39 1,991.86 23,954.53 Jan-01-08 15,984.22 0.00 907.56 107.10 800.46 15,183.76 Feb-01-08 15,183.76 0.00 902.20 101.73 800.47 14,383.29 Mar-01-08 14,383.29 0.00 896.83 96.37 800.46 13,582.83 Apr-01-08 13,582.83 0.00 891.47 91.00 800.47 12,782.36 May-01-08 12,782.36 0.00 886.11 85.64 800.47 11,981.89 Jun-01-08 11,981.89 0.00 880.75 80.28 800.47 11,181.42 Jul-01-08 11,181.42 0.00 875.38 74.92 800.46 10,380.96 Aug-01-08 10,380.96 0.00 870.02 69.55 800.47 9,580.49 Sep-01-08 9,580.49 0.00 864.66 64.19 800.47 8,780.02 Oct-01-08 8,780.02 0.00 859.29 58.83 800.46 7,979.56 Nov-01-08 7,979.56 0.00 853.93 53.46 800.47 7,179.09 Dec-01-08 7,179.09 0.00 848.57 48.10 800.47 6,378.62 ------------- ------------- ------------- ------------- 0.00 10,536.77 931.17 9,605.60 Jan-01-09 6,378.62 0.00 843.20 42.74 800.46 5,578.16 Feb-01-09 5,578.16 0.00 837.84 37.37 800.47 4,777.69 Mar-01-09 4,777.69 0.00 832.48 32.01 800.47 3,977.22 Apr-01-09 3,977.22 0.00 827.11 26.65 800.46 3,176.76 May-01-09 3,176.76 0.00 821.75 21.28 800.47 2,376.29 Jun-01-09 2,376.29 0.00 816.39 15.92 800.47 1,575.82 Jul-01-09 1,575.82 0.00 1,586.38 10.56 1,575.82 0.00 ------------- ------------- ------------- ------------- 0.00 6,565.15 186.53 6,378.62 T O T A L 216,300.99 263,956.94 47,655.95 216,300.99 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:19 by .............................. Paul Cummings Parameter filename .................................. ply4066377003berns24 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4066377003berns24 Aggregate average life (lending) ............................. 4.793 years Rate ......................................................... 8.54000000%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 2,484,607.43 0.00 0.00 0.00 2,484,607.43 Apr-01-02 2,484,607.43 0.00 17,682.12 17,682.12 0.00 2,484,607.43 May-01-02 2,484,607.43 0.00 17,682.12 17,682.13 -0.01 2,484,607.44 Jun-01-02 2,484,607.44 0.00 31,743.63 17,682.12 14,061.51 2,470,545.93 Jul-01-02 2,470,545.93 0.00 31,643.56 17,582.05 14,061.51 2,456,484.42 Aug-01-02 2,456,484.42 0.00 31,543.49 17,481.98 14,061.51 2,442,422.91 Sep-01-02 2,442,422.91 0.00 31,443.42 17,381.91 14,061.51 2,428,361.40 Oct-01-02 2,428,361.40 0.00 31,343.35 17,281.84 14,061.51 2,414,299.89 Nov-01-02 2,414,299.89 0.00 31,243.28 17,181.77 14,061.51 2,400,238.38 Dec-01-02 2,400,238.38 0.00 31,143.21 17,081.69 14,061.52 2,386,176.86 ------------- ------------- ------------- ------------- 2,484,607.43 255,468.18 157,037.61 98,430.57 Jan-01-03 2,386,176.86 0.00 31,043.14 16,981.63 14,061.51 2,372,115.35 Feb-01-03 2,372,115.35 0.00 30,943.06 16,881.55 14,061.51 2,358,053.84 Mar-01-03 2,358,053.84 0.00 30,842.99 16,781.49 14,061.50 2,343,992.34 Apr-01-03 2,343,992.34 0.00 30,742.92 16,681.41 14,061.51 2,329,930.83 May-01-03 2,329,930.83 0.00 30,642.85 16,581.34 14,061.51 2,315,869.32 Jun-01-03 2,315,869.32 0.00 44,157.93 16,481.27 27,676.66 2,288,192.66 Jul-01-03 2,288,192.66 0.00 43,960.96 16,284.30 27,676.66 2,260,516.00 Aug-01-03 2,260,516.00 0.00 43,764.00 16,087.34 27,676.66 2,232,839.34 Sep-01-03 2,232,839.34 0.00 43,567.03 15,890.38 27,676.65 2,205,162.69 Oct-01-03 2,205,162.69 0.00 43,370.07 15,693.40 27,676.67 2,177,486.02 Nov-01-03 2,177,486.02 0.00 43,173.10 15,496.45 27,676.65 2,149,809.37 Dec-01-03 2,149,809.37 0.00 42,976.14 15,299.47 27,676.67 2,122,132.70 ------------- ------------- ------------- ------------- 0.00 459,184.19 195,140.03 264,044.16 Jan-01-04 2,122,132.70 0.00 42,779.17 15,102.51 27,676.66 2,094,456.04 Feb-01-04 2,094,456.04 0.00 42,582.21 14,905.55 27,676.66 2,066,779.38 Mar-01-04 2,066,779.38 0.00 42,385.24 14,708.58 27,676.66 2,039,102.72 Apr-01-04 2,039,102.72 0.00 42,188.27 14,511.61 27,676.66 2,011,426.06 May-01-04 2,011,426.06 0.00 41,991.31 14,314.65 27,676.66 1,983,749.40 Jun-01-04 1,983,749.40 0.00 40,361.48 14,117.68 26,243.80 1,957,505.60 Jul-01-04 1,957,505.60 0.00 40,174.71 13,930.92 26,243.79 1,931,261.81 Aug-01-04 1,931,261.81 0.00 39,987.95 13,744.15 26,243.80 1,905,018.01 Sep-01-04 1,905,018.01 0.00 39,801.18 13,557.37 26,243.81 1,878,774.20 Oct-01-04 1,878,774.20 0.00 39,614.41 13,370.61 26,243.80 1,852,530.40 Nov-01-04 1,852,530.40 0.00 39,427.64 13,183.84 26,243.80 1,826,286.60 Dec-01-04 1,826,286.60 0.00 39,240.87 12,997.08 26,243.79 1,800,042.81 ------------- ------------- ------------- ------------- 0.00 490,534.44 168,444.55 322,089.89 Jan-01-05 1,800,042.81 0.00 39,054.10 12,810.30 26,243.80 1,773,799.01 Feb-01-05 1,773,799.01 0.00 38,867.34 12,623.54 26,243.80 1,747,555.21 Mar-01-05 1,747,555.21 0.00 38,680.57 12,436.77 26,243.80 1,721,311.41 Apr-01-05 1,721,311.41 0.00 38,493.80 12,249.99 26,243.81 1,695,067.60 May-01-05 1,695,067.60 0.00 38,307.03 12,063.24 26,243.79 1,668,823.81 Jun-01-05 1,668,823.81 0.00 38,641.66 11,876.46 26,765.20 1,642,058.61 Jul-01-05 1,642,058.61 0.00 38,451.18 11,685.98 26,765.20 1,615,293.41 Aug-01-05 1,615,293.41 0.00 38,260.70 11,495.51 26,765.19 1,588,528.22 Sep-01-05 1,588,528.22 0.00 38,070.23 11,305.02 26,765.21 1,561,763.01 Oct-01-05 1,561,763.01 0.00 37,879.75 11,114.55 26,765.20 1,534,997.81 Nov-01-05 1,534,997.81 0.00 37,689.27 10,924.07 26,765.20 1,508,232.61 Dec-01-05 1,508,232.61 0.00 37,498.79 10,733.59 26,765.20 1,481,467.41 ------------- ------------- ------------- ------------- 0.00 459,894.42 141,319.02 318,575.40 Jan-01-06 1,481,467.41 0.00 37,308.31 10,543.10 26,765.21 1,454,702.20 Feb-01-06 1,454,702.20 0.00 37,117.83 10,352.64 26,765.19 1,427,937.01 Mar-01-06 1,427,937.01 0.00 36,927.35 10,162.15 26,765.20 1,401,171.81 Apr-01-06 1,401,171.81 0.00 36,736.87 9,971.67 26,765.20 1,374,406.61 May-01-06 1,374,406.61 0.00 36,546.39 9,781.19 26,765.20 1,347,641.41 Jun-01-06 1,347,641.41 0.00 52,490.34 9,590.72 42,899.62 1,304,741.79 Jul-01-06 1,304,741.79 0.00 52,185.04 9,285.41 42,899.63 1,261,842.16 Aug-01-06 1,261,842.16 0.00 51,879.74 8,980.11 42,899.63 1,218,942.53 Sep-01-06 1,218,942.53 0.00 51,574.44 8,674.81 42,899.63 1,176,042.90 Oct-01-06 1,176,042.90 0.00 51,269.14 8,369.50 42,899.64 1,133,143.26 Nov-01-06 1,133,143.26 0.00 50,963.83 8,064.21 42,899.62 1,090,243.64 Dec-01-06 1,090,243.64 0.00 50,658.53 7,758.90 42,899.63 1,047,344.01 ------------- ------------- ------------- ------------- 0.00 545,657.81 111,534.41 434,123.40 Jan-01-07 1,047,344.01 0.00 50,353.23 7,453.59 42,899.64 1,004,444.37 Feb-01-07 1,004,444.37 0.00 50,047.93 7,148.30 42,899.63 961,544.74 Mar-01-07 961,544.74 0.00 49,742.62 6,842.99 42,899.63 918,645.11 Apr-01-07 918,645.11 0.00 49,437.32 6,537.69 42,899.63 875,745.48 May-01-07 875,745.48 0.00 49,132.02 6,232.39 42,899.63 832,845.85 Jun-01-07 832,845.85 0.00 15,283.32 5,927.09 9,356.23 823,489.62 Jul-01-07 823,489.62 0.00 15,216.73 5,860.50 9,356.23 814,133.39 Aug-01-07 814,133.39 0.00 15,150.15 5,793.91 9,356.24 804,777.15 Sep-01-07 804,777.15 0.00 15,083.56 5,727.34 9,356.22 795,420.93 Oct-01-07 795,420.93 0.00 15,016.98 5,660.74 9,356.24 786,064.69 Nov-01-07 786,064.69 0.00 14,950.39 5,594.16 9,356.23 776,708.46 Dec-01-07 776,708.46 0.00 14,883.81 5,527.58 9,356.23 767,352.23 ------------- ------------- ------------- ------------- 0.00 354,298.06 74,306.28 279,991.78 Jan-01-08 767,352.23 0.00 14,817.22 5,460.99 9,356.23 757,996.00 Feb-01-08 757,996.00 0.00 14,750.63 5,394.40 9,356.23 748,639.77 Mar-01-08 748,639.77 0.00 14,684.05 5,327.82 9,356.23 739,283.54 Apr-01-08 739,283.54 0.00 14,617.46 5,261.24 9,356.22 729,927.32 May-01-08 729,927.32 0.00 14,550.88 5,194.64 9,356.24 720,571.08 Jun-01-08 720,571.08 0.00 14,484.29 5,128.07 9,356.22 711,214.86 Jul-01-08 711,214.86 0.00 14,417.71 5,061.48 9,356.23 701,858.63 Aug-01-08 701,858.63 0.00 14,351.12 4,994.89 9,356.23 692,502.40 Sep-01-08 692,502.40 0.00 14,284.54 4,928.31 9,356.23 683,146.17 Oct-01-08 683,146.17 0.00 14,217.95 4,861.72 9,356.23 673,789.94 Nov-01-08 673,789.94 0.00 14,151.37 4,795.14 9,356.23 664,433.71 Dec-01-08 664,433.71 0.00 14,084.78 4,728.55 9,356.23 655,077.48 ------------- ------------- ------------- ------------- 0.00 173,412.00 61,137.25 112,274.75 Jan-01-09 655,077.48 0.00 14,018.20 4,661.97 9,356.23 645,721.25 Feb-01-09 645,721.25 0.00 13,951.61 4,595.39 9,356.22 636,365.03 Mar-01-09 636,365.03 0.00 13,885.03 4,528.79 9,356.24 627,008.79 Apr-01-09 627,008.79 0.00 13,818.44 4,462.22 9,356.22 617,652.57 May-01-09 617,652.57 0.00 13,751.86 4,395.62 9,356.24 608,296.33 Jun-01-09 608,296.33 0.00 13,685.27 4,329.04 9,356.23 598,940.10 Jul-01-09 598,940.10 0.00 13,618.69 4,262.46 9,356.23 589,583.87 Aug-01-09 589,583.87 0.00 13,552.10 4,195.87 9,356.23 580,227.64 Sep-01-09 580,227.64 0.00 13,485.52 4,129.29 9,356.23 570,871.41 Oct-01-09 570,871.41 0.00 13,418.93 4,062.70 9,356.23 561,515.18 Nov-01-09 561,515.18 0.00 13,352.35 3,996.12 9,356.23 552,158.95 Dec-01-09 552,158.95 0.00 13,285.76 3,929.53 9,356.23 542,802.72 ------------- ------------- ------------- ------------- 0.00 163,823.76 51,549.00 112,274.76 Jan-01-10 542,802.72 0.00 13,219.18 3,862.94 9,356.24 533,446.48 Feb-01-10 533,446.48 0.00 13,152.59 3,796.36 9,356.23 524,090.25 Mar-01-10 524,090.25 0.00 13,086.01 3,729.78 9,356.23 514,734.02 Apr-01-10 514,734.02 0.00 13,019.42 3,663.19 9,356.23 505,377.79 May-01-10 505,377.79 0.00 12,952.84 3,596.61 9,356.23 496,021.56 Jun-01-10 496,021.56 0.00 12,886.25 3,530.02 9,356.23 486,665.33 Jul-01-10 486,665.33 0.00 12,819.66 3,463.43 9,356.23 477,309.10 Aug-01-10 477,309.10 0.00 12,753.08 3,396.85 9,356.23 467,952.87 Sep-01-10 467,952.87 0.00 12,686.49 3,330.27 9,356.22 458,596.65 Oct-01-10 458,596.65 0.00 12,619.91 3,263.67 9,356.24 449,240.41 Nov-01-10 449,240.41 0.00 12,553.32 3,197.10 9,356.22 439,884.19 Dec-01-10 439,884.19 0.00 12,486.74 3,130.51 9,356.23 430,527.96 ------------- ------------- ------------- ------------- 0.00 154,235.49 41,960.73 112,274.76 Jan-01-11 430,527.96 0.00 12,420.15 3,063.92 9,356.23 421,171.73 Feb-01-11 421,171.73 0.00 12,353.57 2,997.34 9,356.23 411,815.50 Mar-01-11 411,815.50 0.00 12,286.98 2,930.75 9,356.23 402,459.27 Apr-01-11 402,459.27 0.00 12,220.40 2,864.17 9,356.23 393,103.04 May-01-11 393,103.04 0.00 395,900.63 2,797.59 393,103.04 0.00 ------------- ------------- ------------- ------------- 0.00 445,181.73 14,653.77 430,527.96 T O T A L 2,484,607.43 3,501,690.08 1,017,082.65 2,484,607.43 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:02 by .............................. Paul Cummings Parameter filename .................................. ply4074566001berns24 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4105137002berns36 Aggregate average life (lending) ............................. 3.025 years Rate ......................................................... 8.04000000%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 1,789,992.18 0.00 0.00 0.00 1,789,992.18 Apr-01-02 1,789,992.18 0.00 11,992.95 11,992.95 0.00 1,789,992.18 May-01-02 1,789,992.18 0.00 11,992.95 11,992.95 0.00 1,789,992.18 Jun-01-02 1,789,992.18 0.00 29,069.95 11,992.94 17,077.01 1,772,915.17 Jul-01-02 1,772,915.17 0.00 28,955.53 11,878.53 17,077.00 1,755,838.17 Aug-01-02 1,755,838.17 0.00 28,841.12 11,764.12 17,077.00 1,738,761.17 Sep-01-02 1,738,761.17 0.00 28,726.70 11,649.70 17,077.00 1,721,684.17 Oct-01-02 1,721,684.17 0.00 28,612.28 11,535.28 17,077.00 1,704,607.17 Nov-01-02 1,704,607.17 0.00 28,497.87 11,420.87 17,077.00 1,687,530.17 Dec-01-02 1,687,530.17 0.00 28,383.45 11,306.45 17,077.00 1,670,453.17 ------------- ------------- ------------- ------------- 1,789,992.18 225,072.80 105,533.79 119,539.01 Jan-01-03 1,670,453.17 0.00 28,269.04 11,192.04 17,077.00 1,653,376.17 Feb-01-03 1,653,376.17 0.00 28,154.62 11,077.62 17,077.00 1,636,299.17 Mar-01-03 1,636,299.17 0.00 28,040.20 10,963.21 17,076.99 1,619,222.18 Apr-01-03 1,619,222.18 0.00 27,925.79 10,848.78 17,077.01 1,602,145.17 May-01-03 1,602,145.17 0.00 27,811.37 10,734.38 17,076.99 1,585,068.18 Jun-01-03 1,585,068.18 0.00 41,193.40 10,619.95 30,573.45 1,554,494.73 Jul-01-03 1,554,494.73 0.00 40,988.55 10,415.12 30,573.43 1,523,921.30 Aug-01-03 1,523,921.30 0.00 40,783.71 10,210.27 30,573.44 1,493,347.86 Sep-01-03 1,493,347.86 0.00 40,578.87 10,005.43 30,573.44 1,462,774.42 Oct-01-03 1,462,774.42 0.00 40,374.03 9,800.59 30,573.44 1,432,200.98 Nov-01-03 1,432,200.98 0.00 40,169.19 9,595.75 30,573.44 1,401,627.54 Dec-01-03 1,401,627.54 0.00 39,964.34 9,390.90 30,573.44 1,371,054.10 ------------- ------------- ------------- ------------- 0.00 424,253.11 124,854.04 299,399.07 Jan-01-04 1,371,054.10 0.00 39,759.50 9,186.06 30,573.44 1,340,480.66 Feb-01-04 1,340,480.66 0.00 39,554.66 8,981.22 30,573.44 1,309,907.22 Mar-01-04 1,309,907.22 0.00 39,349.82 8,776.38 30,573.44 1,279,333.78 Apr-01-04 1,279,333.78 0.00 39,144.98 8,571.54 30,573.44 1,248,760.34 May-01-04 1,248,760.34 0.00 38,940.13 8,366.69 30,573.44 1,218,186.90 Jun-01-04 1,218,186.90 0.00 26,931.15 8,161.86 18,769.29 1,199,417.61 Jul-01-04 1,199,417.61 0.00 26,805.40 8,036.09 18,769.31 1,180,648.30 Aug-01-04 1,180,648.30 0.00 26,679.64 7,910.35 18,769.29 1,161,879.01 Sep-01-04 1,161,879.01 0.00 26,553.89 7,784.59 18,769.30 1,143,109.71 Oct-01-04 1,143,109.71 0.00 26,428.13 7,658.83 18,769.30 1,124,340.41 Nov-01-04 1,124,340.41 0.00 26,302.38 7,533.08 18,769.30 1,105,571.11 Dec-01-04 1,105,571.11 0.00 26,176.63 7,407.33 18,769.30 1,086,801.81 ------------- ------------- ------------- ------------- 0.00 382,626.31 98,374.02 284,252.29 Jan-01-05 1,086,801.81 0.00 26,050.87 7,281.57 18,769.30 1,068,032.51 Feb-01-05 1,068,032.51 0.00 25,925.12 7,155.82 18,769.30 1,049,263.21 Mar-01-05 1,049,263.21 0.00 25,799.36 7,030.06 18,769.30 1,030,493.91 Apr-01-05 1,030,493.91 0.00 25,673.61 6,904.31 18,769.30 1,011,724.61 May-01-05 1,011,724.61 0.00 25,547.85 6,778.56 18,769.29 992,955.32 Jun-01-05 992,955.32 0.00 25,795.00 6,652.80 19,142.20 973,813.12 Jul-01-05 973,813.12 0.00 25,666.75 6,524.54 19,142.21 954,670.91 Aug-01-05 954,670.91 0.00 25,538.50 6,396.30 19,142.20 935,528.71 Sep-01-05 935,528.71 0.00 25,410.24 6,268.04 19,142.20 916,386.51 Oct-01-05 916,386.51 0.00 25,281.99 6,139.79 19,142.20 897,244.31 Nov-01-05 897,244.31 0.00 25,153.74 6,011.54 19,142.20 878,102.11 Dec-01-05 878,102.11 0.00 25,025.48 5,883.28 19,142.20 858,959.91 ------------- ------------- ------------- ------------- 0.00 306,868.51 79,026.61 227,841.90 Jan-01-06 858,959.91 0.00 24,897.23 5,755.03 19,142.20 839,817.71 Feb-01-06 839,817.71 0.00 24,768.98 5,626.78 19,142.20 820,675.51 Mar-01-06 820,675.51 0.00 24,640.73 5,498.53 19,142.20 801,533.31 Apr-01-06 801,533.31 0.00 24,512.47 5,370.27 19,142.20 782,391.11 May-01-06 782,391.11 0.00 787,633.13 5,242.02 782,391.11 0.00 ------------- ------------- ------------- ------------- 0.00 886,452.54 27,492.63 858,959.91 T O T A L 1,789,992.18 2,225,273.27 435,281.09 1,789,992.18 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:04 by .............................. Paul Cummings Parameter filename .................................. ply4074566002berns24 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4105137002berns36 Aggregate average life (lending) ............................. 4.117 years Rate ......................................................... 8.75000000%
starting debt remaining date balance takedowns service interest principal balance Mar-01-02 0.00 430,958.91 0.00 0.00 0.00 430,958.91 Apr-01-02 430,958.91 0.00 3,142.41 3,142.41 0.00 430,958.91 May-01-02 430,958.91 0.00 3,142.41 3,142.41 0.00 430,958.91 Jun-01-02 430,958.91 0.00 5,333.50 3,142.41 2,191.09 428,767.82 Jul-01-02 428,767.82 0.00 5,317.52 3,126.43 2,191.09 426,576.73 Aug-01-02 426,576.73 0.00 5,301.55 3,110.45 2,191.10 424,385.63 Sep-01-02 424,385.63 0.00 5,285.57 3,094.48 2,191.09 422,194.54 Oct-01-02 422,194.54 0.00 5,269.59 3,078.50 2,191.09 420,003.45 Nov-01-02 420,003.45 0.00 5,253.62 3,062.53 2,191.09 417,812.36 Dec-01-02 417,812.36 0.00 5,237.64 3,046.55 2,191.09 415,621.27 ------------- ------------- ------------- ------------- 430,958.91 43,283.81 27,946.17 15,337.64 Jan-01-03 415,621.27 0.00 5,221.66 3,030.57 2,191.09 413,430.18 Feb-01-03 413,430.18 0.00 5,205.69 3,014.59 2,191.10 411,239.08 Mar-01-03 411,239.08 0.00 5,189.71 2,998.62 2,191.09 409,047.99 Apr-01-03 409,047.99 0.00 5,173.73 2,982.64 2,191.09 406,856.90 May-01-03 406,856.90 0.00 5,157.76 2,966.67 2,191.09 404,665.81 Jun-01-03 404,665.81 0.00 7,276.11 2,950.69 4,325.42 400,340.39 Jul-01-03 400,340.39 0.00 7,244.57 2,919.15 4,325.42 396,014.97 Aug-01-03 396,014.97 0.00 7,213.03 2,887.61 4,325.42 391,689.55 Sep-01-03 391,689.55 0.00 7,181.49 2,856.07 4,325.42 387,364.13 Oct-01-03 387,364.13 0.00 7,149.95 2,824.53 4,325.42 383,038.71 Nov-01-03 383,038.71 0.00 7,118.41 2,792.99 4,325.42 378,713.29 Dec-01-03 378,713.29 0.00 7,086.87 2,761.45 4,325.42 374,387.87 ------------- ------------- ------------- ------------- 0.00 76,218.98 34,985.58 41,233.40 Jan-01-04 374,387.87 0.00 7,055.33 2,729.91 4,325.42 370,062.45 Feb-01-04 370,062.45 0.00 7,023.79 2,698.37 4,325.42 365,737.03 Mar-01-04 365,737.03 0.00 6,992.25 2,666.83 4,325.42 361,411.61 Apr-01-04 361,411.61 0.00 6,960.71 2,635.30 4,325.41 357,086.20 May-01-04 357,086.20 0.00 6,929.17 2,603.75 4,325.42 352,760.78 Jun-01-04 352,760.78 0.00 7,094.66 2,572.22 4,522.44 348,238.34 Jul-01-04 348,238.34 0.00 7,061.69 2,539.23 4,522.46 343,715.88 Aug-01-04 343,715.88 0.00 7,028.71 2,506.27 4,522.44 339,193.44 Sep-01-04 339,193.44 0.00 6,995.74 2,473.28 4,522.46 334,670.98 Oct-01-04 334,670.98 0.00 6,962.76 2,440.31 4,522.45 330,148.53 Nov-01-04 330,148.53 0.00 6,929.78 2,407.33 4,522.45 325,626.08 Dec-01-04 325,626.08 0.00 6,896.81 2,374.36 4,522.45 321,103.63 ------------- ------------- ------------- ------------- 0.00 83,931.40 30,647.16 53,284.24 Jan-01-05 321,103.63 0.00 6,863.83 2,341.38 4,522.45 316,581.18 Feb-01-05 316,581.18 0.00 6,830.85 2,308.41 4,522.44 312,058.74 Mar-01-05 312,058.74 0.00 6,797.88 2,275.42 4,522.46 307,536.28 Apr-01-05 307,536.28 0.00 6,764.90 2,242.46 4,522.44 303,013.84 May-01-05 303,013.84 0.00 6,731.93 2,209.47 4,522.46 298,491.38 Jun-01-05 298,491.38 0.00 6,788.70 2,176.50 4,612.20 293,879.18 Jul-01-05 293,879.18 0.00 6,755.07 2,142.87 4,612.20 289,266.98 Aug-01-05 289,266.98 0.00 6,721.44 2,109.24 4,612.20 284,654.78 Sep-01-05 284,654.78 0.00 6,687.81 2,075.61 4,612.20 280,042.58 Oct-01-05 280,042.58 0.00 6,654.18 2,041.97 4,612.21 275,430.37 Nov-01-05 275,430.37 0.00 6,620.55 2,008.35 4,612.20 270,818.17 Dec-01-05 270,818.17 0.00 6,586.92 1,974.72 4,612.20 266,205.97 ------------- ------------- ------------- ------------- 0.00 80,804.06 25,906.40 54,897.66 Jan-01-06 266,205.97 0.00 6,553.29 1,941.08 4,612.21 261,593.76 Feb-01-06 261,593.76 0.00 6,519.65 1,907.46 4,612.19 256,981.57 Mar-01-06 256,981.57 0.00 6,486.02 1,873.82 4,612.20 252,369.37 Apr-01-06 252,369.37 0.00 6,452.39 1,840.19 4,612.20 247,757.17 May-01-06 247,757.17 0.00 6,418.76 1,806.57 4,612.19 243,144.98 Jun-01-06 243,144.98 0.00 9,165.59 1,772.93 7,392.66 235,752.32 Jul-01-06 235,752.32 0.00 9,111.69 1,719.03 7,392.66 228,359.66 Aug-01-06 228,359.66 0.00 9,057.78 1,665.12 7,392.66 220,967.00 Sep-01-06 220,967.00 0.00 9,003.88 1,611.22 7,392.66 213,574.34 Oct-01-06 213,574.34 0.00 8,949.97 1,557.31 7,392.66 206,181.68 Nov-01-06 206,181.68 0.00 8,896.07 1,503.41 7,392.66 198,789.02 Dec-01-06 198,789.02 0.00 8,842.16 1,449.50 7,392.66 191,396.36 ------------- ------------- ------------- ------------- 0.00 95,457.25 20,647.64 74,809.61 Jan-01-07 191,396.36 0.00 8,788.26 1,395.60 7,392.66 184,003.70 Feb-01-07 184,003.70 0.00 8,734.35 1,341.69 7,392.66 176,611.04 Mar-01-07 176,611.04 0.00 8,680.45 1,287.79 7,392.66 169,218.38 Apr-01-07 169,218.38 0.00 8,626.54 1,233.89 7,392.65 161,825.73 May-01-07 161,825.73 0.00 8,572.64 1,179.98 7,392.66 154,433.07 Jun-01-07 154,433.07 0.00 2,738.38 1,126.07 1,612.31 152,820.76 Jul-01-07 152,820.76 0.00 2,726.63 1,114.32 1,612.31 151,208.45 Aug-01-07 151,208.45 0.00 2,714.87 1,102.56 1,612.31 149,596.14 Sep-01-07 149,596.14 0.00 2,703.12 1,090.81 1,612.31 147,983.83 Oct-01-07 147,983.83 0.00 2,691.36 1,079.04 1,612.32 146,371.51 Nov-01-07 146,371.51 0.00 2,679.60 1,067.30 1,612.30 144,759.21 Dec-01-07 144,759.21 0.00 2,667.85 1,055.53 1,612.32 143,146.89 ------------- ------------- ------------- ------------- 0.00 62,324.05 14,074.58 48,249.47 Jan-01-08 143,146.89 0.00 144,190.67 1,043.78 143,146.89 0.00 ------------- ------------- ------------- ------------- 0.00 144,190.67 1,043.78 143,146.89 T O T A L 430,958.91 586,210.22 155,251.31 430,958.91 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:08 by .............................. Paul Cummings Parameter filename .................................. ply4105137002berns24 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4105137002berns36 Aggregate average life (lending) ............................. 4.432 years Rate ......................................................... 8.98050000%
starting debt remaining date balance takedowns service interest principal balance Apr-24-02 0.00 999,226.07 0.00 0.00 0.00 999,226.07 May-24-02 999,226.07 0.00 7,477.96 7,477.96 0.00 999,226.07 Jun-24-02 999,226.07 0.00 11,659.06 7,477.96 4,181.10 995,044.97 Jul-24-02 995,044.97 0.00 11,627.77 7,446.66 4,181.11 990,863.86 Aug-24-02 990,863.86 0.00 11,596.48 7,415.38 4,181.10 986,682.76 Sep-24-02 986,682.76 0.00 11,565.19 7,384.09 4,181.10 982,501.66 Oct-24-02 982,501.66 0.00 11,533.90 7,352.80 4,181.10 978,320.56 Nov-24-02 978,320.56 0.00 11,502.61 7,321.50 4,181.11 974,139.45 Dec-24-02 974,139.45 0.00 11,471.32 7,290.22 4,181.10 969,958.35 ------------- ------------- ------------- ------------- 999,226.07 88,434.29 59,166.57 29,267.72 Jan-24-03 969,958.35 0.00 11,440.03 7,258.92 4,181.11 965,777.24 Feb-24-03 965,777.24 0.00 11,408.74 7,227.64 4,181.10 961,596.14 Mar-24-03 961,596.14 0.00 11,377.45 7,196.35 4,181.10 957,415.04 Apr-24-03 957,415.04 0.00 11,346.16 7,165.05 4,181.11 953,233.93 May-24-03 953,233.93 0.00 11,314.86 7,133.77 4,181.09 949,052.84 Jun-24-03 949,052.84 0.00 15,368.13 7,102.47 8,265.66 940,787.18 Jul-24-03 940,787.18 0.00 15,306.28 7,040.62 8,265.66 932,521.52 Aug-24-03 932,521.52 0.00 15,244.42 6,978.75 8,265.67 924,255.85 Sep-24-03 924,255.85 0.00 15,182.56 6,916.90 8,265.66 915,990.19 Oct-24-03 915,990.19 0.00 15,120.70 6,855.05 8,265.65 907,724.54 Nov-24-03 907,724.54 0.00 15,058.84 6,793.18 8,265.66 899,458.88 Dec-24-03 899,458.88 0.00 14,996.99 6,731.33 8,265.66 891,193.22 ------------- ------------- ------------- ------------- 0.00 163,165.16 84,400.03 78,765.13 Jan-24-04 891,193.22 0.00 14,935.13 6,669.46 8,265.67 882,927.55 Feb-24-04 882,927.55 0.00 14,873.27 6,607.61 8,265.66 874,661.89 Mar-24-04 874,661.89 0.00 14,811.41 6,545.75 8,265.66 866,396.23 Apr-24-04 866,396.23 0.00 14,749.55 6,483.90 8,265.65 858,130.58 May-24-04 858,130.58 0.00 14,687.69 6,422.03 8,265.66 849,864.92 Jun-24-04 849,864.92 0.00 16,643.37 6,360.18 10,283.19 839,581.73 Jul-24-04 839,581.73 0.00 16,566.41 6,283.22 10,283.19 829,298.54 Aug-24-04 829,298.54 0.00 16,489.45 6,206.26 10,283.19 819,015.35 Sep-24-04 819,015.35 0.00 16,412.50 6,129.31 10,283.19 808,732.16 Oct-24-04 808,732.16 0.00 16,335.54 6,052.35 10,283.19 798,448.97 Nov-24-04 798,448.97 0.00 16,258.58 5,975.39 10,283.19 788,165.78 Dec-24-04 788,165.78 0.00 16,181.63 5,898.44 10,283.19 777,882.59 ------------- ------------- ------------- ------------- 0.00 188,944.53 75,633.90 113,310.63 Jan-24-05 777,882.59 0.00 16,104.67 5,821.47 10,283.20 767,599.39 Feb-24-05 767,599.39 0.00 16,027.71 5,744.53 10,283.18 757,316.21 Mar-24-05 757,316.21 0.00 15,950.76 5,667.56 10,283.20 747,033.01 Apr-24-05 747,033.01 0.00 15,873.80 5,590.61 10,283.19 736,749.82 May-24-05 736,749.82 0.00 15,796.84 5,513.65 10,283.19 726,466.63 Jun-24-05 726,466.63 0.00 15,924.09 5,436.70 10,487.39 715,979.24 Jul-24-05 715,979.24 0.00 15,845.61 5,358.21 10,487.40 705,491.84 Aug-24-05 705,491.84 0.00 15,767.12 5,279.72 10,487.40 695,004.44 Sep-24-05 695,004.44 0.00 15,688.64 5,201.24 10,487.40 684,517.04 Oct-24-05 684,517.04 0.00 15,610.15 5,122.76 10,487.39 674,029.65 Nov-24-05 674,029.65 0.00 15,531.67 5,044.27 10,487.40 663,542.25 Dec-24-05 663,542.25 0.00 15,453.18 4,965.78 10,487.40 653,054.85 ------------- ------------- ------------- ------------- 0.00 189,574.24 64,746.50 124,827.74 Jan-24-06 653,054.85 0.00 15,374.70 4,887.30 10,487.40 642,567.45 Feb-24-06 642,567.45 0.00 15,296.21 4,808.81 10,487.40 632,080.05 Mar-24-06 632,080.05 0.00 15,217.73 4,730.33 10,487.40 621,592.65 Apr-24-06 621,592.65 0.00 15,139.24 4,651.85 10,487.39 611,105.26 May-24-06 611,105.26 0.00 15,060.76 4,573.36 10,487.40 600,617.86 Jun-24-06 600,617.86 0.00 21,304.22 4,494.87 16,809.35 583,808.51 Jul-24-06 583,808.51 0.00 21,178.43 4,369.08 16,809.35 566,999.16 Aug-24-06 566,999.16 0.00 21,052.63 4,243.28 16,809.35 550,189.81 Sep-24-06 550,189.81 0.00 20,926.83 4,117.48 16,809.35 533,380.46 Oct-24-06 533,380.46 0.00 20,801.04 3,991.69 16,809.35 516,571.11 Nov-24-06 516,571.11 0.00 20,675.24 3,865.89 16,809.35 499,761.76 Dec-24-06 499,761.76 0.00 20,549.44 3,740.09 16,809.35 482,952.41 ------------- ------------- ------------- ------------- 0.00 222,576.47 52,474.03 170,102.44 Jan-24-07 482,952.41 0.00 20,423.65 3,614.29 16,809.36 466,143.05 Feb-24-07 466,143.05 0.00 20,297.85 3,488.50 16,809.35 449,333.70 Mar-24-07 449,333.70 0.00 20,172.05 3,362.70 16,809.35 432,524.35 Apr-24-07 432,524.35 0.00 20,046.25 3,236.91 16,809.34 415,715.01 May-24-07 415,715.01 0.00 19,920.46 3,111.10 16,809.36 398,905.65 Jun-24-07 398,905.65 0.00 6,651.36 2,985.31 3,666.05 395,239.60 Jul-24-07 395,239.60 0.00 6,623.92 2,957.88 3,666.04 391,573.56 Aug-24-07 391,573.56 0.00 6,596.49 2,930.44 3,666.05 387,907.51 Sep-24-07 387,907.51 0.00 6,569.05 2,903.00 3,666.05 384,241.46 Oct-24-07 384,241.46 0.00 6,541.62 2,875.57 3,666.05 380,575.41 Nov-24-07 380,575.41 0.00 6,514.18 2,848.13 3,666.05 376,909.36 Dec-24-07 376,909.36 0.00 6,486.75 2,820.69 3,666.06 373,243.30 ------------- ------------- ------------- ------------- 0.00 146,843.63 37,134.52 109,709.11 Jan-24-08 373,243.30 0.00 6,459.31 2,793.26 3,666.05 369,577.25 Feb-24-08 369,577.25 0.00 6,431.87 2,765.83 3,666.04 365,911.21 Mar-24-08 365,911.21 0.00 6,404.44 2,738.39 3,666.05 362,245.16 Apr-24-08 362,245.16 0.00 6,377.00 2,710.95 3,666.05 358,579.11 May-24-08 358,579.11 0.00 6,349.57 2,683.52 3,666.05 354,913.06 Jun-24-08 354,913.06 0.00 6,322.13 2,656.08 3,666.05 351,247.01 Jul-24-08 351,247.01 0.00 6,294.69 2,628.64 3,666.05 347,580.96 Aug-24-08 347,580.96 0.00 6,267.26 2,601.21 3,666.05 343,914.91 Sep-24-08 343,914.91 0.00 346,488.68 2,573.77 343,914.91 0.00 ------------- ------------- ------------- ------------- 0.00 397,394.95 24,151.65 373,243.30 T O T A L 999,226.07 1,396,933.27 397,707.20 999,226.07 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation A M O R T I Z A T I O N S C H E D U L E - - - - A g g r e g a t e O f L e n d i n g L o a n s - - - - Prepared Oct-17-2002 14:06 by .............................. Paul Cummings Parameter filename .................................. ply4105137001berns24 Parameter path ................................... k:\saf group\plymouth6\ Comment ........................................ plymouth4105137002berns36 Aggregate average life (lending) ............................. 4.309 years Rate ......................................................... 9.56000000%
starting debt remaining date balance takedowns service interest principal balance Apr-05-02 0.00 1,291,525.78 0.00 0.00 0.00 1,291,525.78 May-05-02 1,291,525.78 0.00 10,289.16 10,289.16 0.00 1,291,525.78 Jun-05-02 1,291,525.78 0.00 15,892.95 10,289.15 5,603.80 1,285,921.98 Jul-05-02 1,285,921.98 0.00 15,848.30 10,244.51 5,603.79 1,280,318.19 Aug-05-02 1,280,318.19 0.00 15,803.66 10,199.87 5,603.79 1,274,714.40 Sep-05-02 1,274,714.40 0.00 15,759.01 10,155.23 5,603.78 1,269,110.62 Oct-05-02 1,269,110.62 0.00 15,714.37 10,110.58 5,603.79 1,263,506.83 Nov-05-02 1,263,506.83 0.00 15,669.73 10,065.93 5,603.80 1,257,903.03 Dec-05-02 1,257,903.03 0.00 15,625.08 10,021.30 5,603.78 1,252,299.25 ------------- ------------- ------------- ------------- 1,291,525.78 120,602.26 81,375.73 39,226.53 Jan-05-03 1,252,299.25 0.00 15,580.44 9,976.65 5,603.79 1,246,695.46 Feb-05-03 1,246,695.46 0.00 15,535.80 9,932.01 5,603.79 1,241,091.67 Mar-05-03 1,241,091.67 0.00 15,491.15 9,887.36 5,603.79 1,235,487.88 Apr-05-03 1,235,487.88 0.00 15,446.51 9,842.72 5,603.79 1,229,884.09 May-05-03 1,229,884.09 0.00 15,401.87 9,798.08 5,603.79 1,224,280.30 Jun-05-03 1,224,280.30 0.00 20,895.50 9,753.43 11,142.07 1,213,138.23 Jul-05-03 1,213,138.23 0.00 20,806.74 9,664.67 11,142.07 1,201,996.16 Aug-05-03 1,201,996.16 0.00 20,717.97 9,575.90 11,142.07 1,190,854.09 Sep-05-03 1,190,854.09 0.00 20,629.21 9,487.14 11,142.07 1,179,712.02 Oct-05-03 1,179,712.02 0.00 20,540.44 9,398.37 11,142.07 1,168,569.95 Nov-05-03 1,168,569.95 0.00 20,451.68 9,309.61 11,142.07 1,157,427.88 Dec-05-03 1,157,427.88 0.00 20,362.91 9,220.84 11,142.07 1,146,285.81 ------------- ------------- ------------- ------------- 0.00 221,860.22 115,846.78 106,013.44 Jan-05-04 1,146,285.81 0.00 20,274.15 9,132.08 11,142.07 1,135,143.74 Feb-05-04 1,135,143.74 0.00 20,185.38 9,043.31 11,142.07 1,124,001.67 Mar-05-04 1,124,001.67 0.00 20,096.62 8,954.55 11,142.07 1,112,859.60 Apr-05-04 1,112,859.60 0.00 20,007.85 8,865.78 11,142.07 1,101,717.53 May-05-04 1,101,717.53 0.00 19,919.09 8,777.01 11,142.08 1,090,575.45 Jun-05-04 1,090,575.45 0.00 22,059.30 8,688.25 13,371.05 1,077,204.40 Jul-05-04 1,077,204.40 0.00 21,952.78 8,581.73 13,371.05 1,063,833.35 Aug-05-04 1,063,833.35 0.00 21,846.26 8,475.21 13,371.05 1,050,462.30 Sep-05-04 1,050,462.30 0.00 21,739.73 8,368.68 13,371.05 1,037,091.25 Oct-05-04 1,037,091.25 0.00 21,633.21 8,262.16 13,371.05 1,023,720.20 Nov-05-04 1,023,720.20 0.00 21,526.69 8,155.64 13,371.05 1,010,349.15 Dec-05-04 1,010,349.15 0.00 21,420.16 8,049.11 13,371.05 996,978.10 ------------- ------------- ------------- ------------- 0.00 252,661.22 103,353.51 149,307.71 Jan-05-05 996,978.10 0.00 21,313.64 7,942.60 13,371.04 983,607.06 Feb-05-05 983,607.06 0.00 21,207.12 7,836.07 13,371.05 970,236.01 Mar-05-05 970,236.01 0.00 21,100.60 7,729.54 13,371.06 956,864.95 Apr-05-05 956,864.95 0.00 20,994.07 7,623.03 13,371.04 943,493.91 May-05-05 943,493.91 0.00 20,887.55 7,516.50 13,371.05 930,122.86 Jun-05-05 930,122.86 0.00 21,046.68 7,409.98 13,636.70 916,486.16 Jul-05-05 916,486.16 0.00 20,938.04 7,301.34 13,636.70 902,849.46 Aug-05-05 902,849.46 0.00 20,829.40 7,192.70 13,636.70 889,212.76 Sep-05-05 889,212.76 0.00 20,720.76 7,084.06 13,636.70 875,576.06 Oct-05-05 875,576.06 0.00 20,612.12 6,975.42 13,636.70 861,939.36 Nov-05-05 861,939.36 0.00 20,503.48 6,866.79 13,636.69 848,302.67 Dec-05-05 848,302.67 0.00 20,394.84 6,758.14 13,636.70 834,665.97 ------------- ------------- ------------- ------------- 0.00 250,548.30 88,236.17 162,312.13 Jan-05-06 834,665.97 0.00 20,286.21 6,649.51 13,636.70 821,029.27 Feb-05-06 821,029.27 0.00 20,177.57 6,540.86 13,636.71 807,392.56 Mar-05-06 807,392.56 0.00 20,068.93 6,432.23 13,636.70 793,755.86 Apr-05-06 793,755.86 0.00 19,960.29 6,323.59 13,636.70 780,119.16 May-05-06 780,119.16 0.00 19,851.65 6,214.95 13,636.70 766,482.46 Jun-05-06 766,482.46 0.00 27,963.40 6,106.31 21,857.09 744,625.37 Jul-05-06 744,625.37 0.00 27,789.27 5,932.18 21,857.09 722,768.28 Aug-05-06 722,768.28 0.00 27,615.14 5,758.05 21,857.09 700,911.19 Sep-05-06 700,911.19 0.00 27,441.02 5,583.93 21,857.09 679,054.10 Oct-05-06 679,054.10 0.00 27,266.89 5,409.80 21,857.09 657,197.01 Nov-05-06 657,197.01 0.00 27,092.76 5,235.67 21,857.09 635,339.92 Dec-05-06 635,339.92 0.00 26,918.63 5,061.54 21,857.09 613,482.83 ------------- ------------- ------------- ------------- 0.00 292,431.76 71,248.62 221,183.14 Jan-05-07 613,482.83 0.00 26,744.50 4,887.41 21,857.09 591,625.74 Feb-05-07 591,625.74 0.00 26,570.38 4,713.29 21,857.09 569,768.65 Mar-05-07 569,768.65 0.00 26,396.25 4,539.15 21,857.10 547,911.55 Apr-05-07 547,911.55 0.00 26,222.12 4,365.03 21,857.09 526,054.46 May-05-07 526,054.46 0.00 26,047.99 4,190.90 21,857.09 504,197.37 Jun-05-07 504,197.37 0.00 8,783.71 4,016.78 4,766.93 499,430.44 Jul-05-07 499,430.44 0.00 8,745.74 3,978.79 4,766.95 494,663.49 Aug-05-07 494,663.49 0.00 8,707.76 3,940.82 4,766.94 489,896.55 Sep-05-07 489,896.55 0.00 8,669.78 3,902.84 4,766.94 485,129.61 Oct-05-07 485,129.61 0.00 8,631.81 3,864.87 4,766.94 480,362.67 Nov-05-07 480,362.67 0.00 8,593.83 3,826.89 4,766.94 475,595.73 Dec-05-07 475,595.73 0.00 8,555.85 3,788.91 4,766.94 470,828.79 ------------- ------------- ------------- ------------- 0.00 192,669.72 50,015.68 142,654.04 Jan-05-08 470,828.79 0.00 8,517.88 3,750.94 4,766.94 466,061.85 Feb-05-08 466,061.85 0.00 8,479.90 3,712.96 4,766.94 461,294.91 Mar-05-08 461,294.91 0.00 8,441.92 3,674.98 4,766.94 456,527.97 Apr-05-08 456,527.97 0.00 8,403.95 3,637.01 4,766.94 451,761.03 May-05-08 451,761.03 0.00 8,365.97 3,599.03 4,766.94 446,994.09 Jun-05-08 446,994.09 0.00 450,555.14 3,561.05 446,994.09 0.00 ------------- ------------- ------------- ------------- 0.00 492,764.76 21,935.97 470,828.79 T O T A L 1,291,525.78 1,823,538.24 532,012.46 1,291,525.78 ============= ============= ============= =============
SuperTRUMP 8.01 financial model Page 1 Ivory Consulting Corporation EX-99 5 securityagt.txt EXHIBIT 99.3 Exhibit 99.3 THE RIGHTS OF THE SECURED PARTIES UNDER THIS SECURITY AGREEMENT ARE SUBJECT TO AND GOVERNED BY THE TERMS OF A SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND BETWEEN THE UNDERSIGNED SECURED PARTIES AND LASALLE BANK NATIONAL ASSOCIATION. SECURITY AGREEMENT THIS SECURITY AGREEMENT is dated as of October ___, 2002, by and between PLYMOUTH RUBBER COMPANY, INC. ("DEBTOR") and GENERAL ELECTRIC CAPITAL CORPORATION, individually and as agent ("GE CAPITAL"); THE CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT"); and BANKNORTH, N.A. ("BANKNORTH") (collectively, "SECURED PARTIES"). NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: ARTICLE 1 DEFINITIONS As used in this Security Agreement, the terms set forth in this Article 1 have the meanings set forth below, unless the specific context of this Security Agreement clearly requires a different meaning. Terms defined in this Article 1 or elsewhere in this Security Agreement are in all capital letters throughout this Security Agreement. The singular use of any defined term includes the plural and the plural use includes the singular. Section 1.1. Agreement. The term "AGREEMENT" means this Security Agreement, as amended, extended, or modified from time to time by the parties hereto, as well as all schedules, exhibits and attachments hereto. Section 1.2. Banknorth Loans. The term "BANKNORTH LOANS" means collectively the term loans that have been extended to the DEBTOR and are evidenced, respectively, by the following instruments: (i) Promissory Note from the DEBTOR as maker dated November 25, 1998, as modified, in the originally stated principal amount of $1,339,031.88 and an unpaid principal balance as of October 1, 2002 of $794,623.78 with interest accruing thereon at the rate of seven and 10/100's percent (7.10%) per annum; (ii) Promissory Note from the DEBTOR as maker dated June 30, 1999, as modified, in the originally stated principal amount of $867,743.00 and an unpaid principal balance as of October 1, 2002 of $617,739.69, with interest accruing thereon at the rate of eight and 39/100's percent (8.39%) per annum; (iii) Promissory Note from the DEBTOR as maker dated March 3, 2000, as modified, in the originally stated principal amount of $810,249.90 and an unpaid principal balance as of October 1, 2002 of $676,205.34, with interest accruing thereon at the rate of nine and 11/100's percent (9.11%) per annum; and (iv) Promissory Note from the DEBTOR as maker dated on or about May 3, 2000, as modified, in the originally stated principal amount of $161,313.39 and an unpaid principal balance as of October 1, 2002 of $139,214.52, with interest accruing thereon at the rate of nine and 5/100's percent (9.05%) per annum. Section 1.3. CIT Leases. The term "CIT LEASES" means collectively: (a) the Equipment Lease Schedule No. Five (CIT No. 65169) dated as accepted by the Lessor thereunder on November 20, 1997 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the DEBTOR and Champion Credit Corporation, with respect to which the aggregate amount of rental payments as of October 1, 2002 remaining to be paid thereunder is $198,127.09, and the final rental payment is due on March 1, 2003; and (b) the Equipment Lease Schedule No. Eight (CIT No. 81488) dated as accepted by the Lessor thereunder on June 12, 1998 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the DEBTOR and Champion Credit Corporation, with respect to which the aggregate amount of unpaid principal payments as of October 1, 2002 remaining to be paid thereunder is $288,103.51 and the final rental payment is due on December 1, 2003. Section 1.4. Collateral. The term "COLLATERAL" means: (a) all of the DEBTOR'S "Accounts," "Chattel Paper," "Documents," "General Intangibles" (including without limitation all trademarks and patent rights), "Instruments," "Inventory," "Payment Intangibles," and "Promissory Notes," as such terms are defined in MASS. GEN. LAWS ch. 106 9-101 to 9-709 (2002); (b) all patents and trademarks of the DEBTOR; (c) all records pertaining to the foregoing; (d) all of the DEBTOR'S fixtures; and (e) the products and proceeds of the foregoing. Section 1.5. Event Of Default. The term "EVENT OF DEFAULT" means any of the events set forth as defaults or Events of Default in any of the SECURED PARTY DOCUMENTS, provided that any requirement for the giving of notice, the lapse of time (including any grace or cure periods), or both, or any other expressly stated condition, has been satisfied. Section 1.6. GE Loans. The term "GE LOANS" means collectively the loans that have been extended to the DEBTOR by GE CAPITAL and are evidenced, respectively, by the following instruments: (i) Promissory Note from the DEBTOR as maker dated December 3, 1997, as modified, in the originally stated principal amount of $4,050,000 and an unpaid principal balance as of October 1, 2002 of $2,484,607.43, with interest accruing thereon at the rate of eight and 54/100's percent (8.54%) per annum; (ii) Promissory Note from the DEBTOR as maker dated April 13, 1998, as modified, in the originally stated principal amount of $3,710,000 and an unpaid principal balance as of October 1, 2002 of $1,789,992.18, with interest accruing thereon at the rate of eight and 4/100's percent (8.04%) per annum; (iii) Promissory Note from the DEBTOR as maker dated November 12, 1998, as modified, in the originally stated principal amount of $450,000 and an unpaid principal balance as of October 1, 2002 of $216,300.99, with interest accruing thereon at the rate of seven and 75/100's percent (7.75%) per annum; (iv) Promissory Note from the DEBTOR as maker dated December 30, 1999, as modified, in the originally stated principal amount of $550,000 and an unpaid principal balance as of October 1, 2002 of $430,958.91, with interest accruing thereon at the rate of eight and 75/100's percent (8.75%) per annum; (v) Promissory Note from the DEBTOR as maker dated June 5, 2000, as modified, in the originally stated principal amount of $1,469,978.50 and an unpaid principal balance as of October 1, 2002 of $1,291,525.78, with interest accruing thereon at the rate of nine and 56/100's percent (9.56%) per annum; and (vi) Promissory Note from the DEBTOR as maker dated August 24, 2000, as modified, in the originally stated principal amount of $1,104,077 and an unpaid principal balance as of October 1, 2002 of $999,226.07, with interest accruing thereon at the rate of eight and 9805/10,000's percent (8.9805%) per annum. Section 1.7. LaSalle. The term "LASALLE" means LaSalle Bank National Association or any successor or successors in interest as lender to the DEBTOR. Section 1.8. Laws. The term "LAWS" means all ordinances, statutes, rules, regulations, orders, injunctions, writs or decrees of any government or political subdivision or agency thereof, or any court or similar entity established by any thereof. Section 1.9. Loans. The term "LOANS" means collectively the GE LOANS and the BANKNORTH LOANS. Section 1.10. Obligations. The term "OBLIGATIONS" means the obligations of the DEBTOR to pay to the SECURED PARTIES all sums due to the SECURED PARTIES arising out of or related to the LOANS or the CIT LEASES. The term "OBLIGATIONS" shall not include any other financings, loans, obligations, or leases, whether currently existing or arising in the future. Section 1.11. Permitted Liens. The term "PERMITTED LIENS" means: (a) liens granted to or for the benefit of LASALLE; and (b) liens for taxes, assessments, or similar charges incurred in the ordinary course of business that are not yet due and payable. Section 1.12. Person. The term "PERSON" means any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture, court, or government or political subdivision or agency thereof. Section 1.13. Records. The term "RECORDS" means correspondence, memoranda, tapes, discs, papers, books and other documents, or transcribed information of any type, whether expressed in ordinary, computer or machine language. Section 1.14. Secured Party Documents. The term "SECURED PARTY DOCUMENTS" means collectively all of the loan and lease documents which evidence or secure any of the LOANS or the CIT LEASES. Section 1.15. Secured Party Expenses. The term "SECURED PARTY EXPENSES" means all reasonable out-of-pocket expenses or costs incurred by the SECURED PARTIES for whatever reason arising out of, pertaining to, or in any way connected with this AGREEMENT or the OBLIGATIONS, or any documents executed in connection herewith or transactions hereunder, including without limitation: All costs or expenses required to be paid by the DEBTOR pursuant to this AGREEMENT or as otherwise provided for in any of the SECURED PARTY DOCUMENTS; taxes and insurance premium of every nature and kind of DEBTOR paid by the SECURED PARTIES; reasonable and necessary costs and expenses incurred by the SECURED PARTIES in the collection of the ACCOUNTS (with or without the institution of legal action), to correct any default or enforce any provision of this AGREEMENT, or in gaining possession of, maintaining, handling, evaluating, preserving, storing, shipping, selling, preparing for sale and/or advertising to sell the COLLATERAL or any other property of the DEBTOR in which the SECURED PARTIES have a lien whether or not a sale is consummated; reasonable and necessary costs and expenses of litigation incurred by the SECURED PARTIES in enforcing or defending this AGREEMENT or any portion hereof; and reasonable and necessary attorneys' fees and expenses incurred by the SECURED PARTIES in obtaining advice or the services of their respective attorneys with respect to the structuring, drafting, negotiating, reviewing, amending, terminating, enforcing or defending of this AGREEMENT, or any portion hereof or any agreement or matter related hereto, whether or not litigation is instituted; and reasonable travel expenses related to any of the foregoing. Section 1.16. Subordination Agreement. The term "SUBORDINATION AGREEMENT" means the Subordination Agreement of even date herewith by and between LASALLE and the SECURED PARTIES. ARTICLE 2 SECURITY FOR THE OBLIGATIONS Section 2.1. Grant Of Security Interests. Subject to the terms of the SUBORDINATION AGREEMENT and in order to secure the payment and performance of the OBLIGATIONS and the performance of all duties of the DEBTOR under the SECURED PARTY DOCUMENTS, the DEBTOR hereby assigns to the SECURED PARTIES all of the DEBTOR'S right, title, and interests in and to, and grants to the SECURED PARTIES a continuing security interest in and to, all of the COLLATERAL. Section 2.2. Proceeds And Products. The SECURED PARTIES' security interests provided for herein shall apply to the proceeds, including but not limited to insurance proceeds, and the products of the COLLATERAL. Section 2.3. Priority Of Security Interest. Each of the security interests granted by the DEBTOR to the SECURED PARTIES pursuant to this AGREEMENT shall be a perfected security interest in the COLLATERAL, second in lien priority only to the liens of LASALLE therein as more particularly set forth in the SUBORDINATION AGREEMENT. ARTICLE 3 REPRESENTATIONS AND WARRANTIES The DEBTOR makes the representations and warranties set forth in this Article 3. The DEBTOR acknowledges the SECURED PARTIES' justifiable rights to rely upon these representations and warranties. Section 3.1. Title To Collateral. With the sole exception of the liens and security interests of LASALLE in and to the COLLATERAL, the DEBTOR has good and marketable title to all of the COLLATERAL. The SECURED PARTIES' liens described herein shall constitute perfected security interests and liens thereon, junior in lien priority only to the liens and security interests therein of LASALLE. Section 3.2. Status. The DEBTOR is validly incorporated under the LAWS of the Commonwealth of Massachusetts, and its operations and affairs have been effectively and validly commenced. The DEBTOR has the power to own its properties, conduct its business and affairs, and perform the OBLIGATIONS. The DEBTOR'S entry into this AGREEMENT has been validly and effectively approved by its board of directors as may be required by its charter, by-laws, and applicable LAWS. All copies of the charter, by-laws, and corporate resolutions of the DEBTOR submitted to the SECURED PARTIES are true, accurate, and complete and no action has been taken in diminution or abrogation thereof. Section 3.3. Valid, Binding and Enforceable. The SECURED PARTY DOCUMENTS executed by the DEBTOR are the valid and binding obligations of the DEBTOR and are fully enforceable against the DEBTOR in accordance with all stated terms. ARTICLE 4 COVENANTS The DEBTOR covenants and agrees during the term of this AGREEMENT and while any OBLIGATIONS are outstanding and unpaid to comply with the following covenants: Section 4.1.Payment And Performance. All OBLIGATIONS shall be paid and performed in full when and as due. Section 4.2. Casualty Insurance. Until the full and complete satisfaction of all of the OBLIGATIONS, the DEBTOR shall maintain for all of its respective assets and properties, whether real, personal, or mixed and including but not limited to the COLLATERAL, fire and extended coverage casualty insurance in amounts reasonably satisfactory to the SECURED PARTIES (subject to the terms of the SUBORDINATION AGREEMENT), naming the SECURED PARTIES as loss payee with respect to the COLLATERAL, with an insurance company and upon policy forms containing standard mortgagee clauses which are acceptable to and approved by the SECURED PARTIES. The casualty insurance policies shall be endorsed so as to make them noncancellable unless thirty (30) days prior notice of cancellation is provided to the SECURED PARTIES. Subject to the rights of LASALLE, the proceeds of any insured loss shall be applied by the SECURED PARTIES to the OBLIGATIONS on a pari passu basis, in such order of application as determined by the SECURED PARTIES. Section 4.3. Inspections Of Records. The SECURED PARTIES shall have the right to call at the DEBTOR'S places of business at intervals to be determined by the SECURED PARTIES, before or after an EVENT OF DEFAULT, and without hindrance or delay to audit, inspect, verify, check and make extracts or photocopies from the RECORDS of the DEBTOR and other data relating to the COLLATERAL or any of the DEBTOR'S indebtedness. Section 4.4. Further Assurances And Power Of Attorney. The DEBTOR shall execute from time to time such other and further documents, including but not limited to confirmatory deeds, deeds of trust, promissory notes, security agreements, agreements, financing statements, continuation statements, and the like which, in the reasonable opinion of the SECURED PARTIES or the SECURED PARTIES' counsel, may be necessary to perfect, confirm, establish, reestablish, continue, or complete the security interests and liens of the SECURED PARTIES in the COLLATERAL, it being the intention of the DEBTOR to provide hereby a full and absolute warranty of further assurance to the SECURED PARTIES. Section 4.5. Advancements. If the DEBTOR fails to perform any of the affirmative covenants contained in this Article or to protect or preserve its assets and properties, or if the DEBTOR fails to protect or preserve the COLLATERAL or the status and priority of the security interests of the SECURED PARTIES in the COLLATERAL, the SECURED PARTIES may make advances to perform the same on behalf of the DEBTOR or to protect or preserve the assets and properties of the DEBTOR or to protect or preserve the COLLATERAL or the status and priority of the security interest of the SECURED PARTIES in the COLLATERAL, and all sums so advanced shall immediately upon advance become secured by the security interest created by this AGREEMENT. The DEBTOR shall repay on demand all sums so advanced on the DEBTOR'S behalf, plus all expenses or costs incurred by the SECURED PARTIES, including reasonable legal fees, with interest thereon at the highest rate allowed under applicable LAW (not to exceed fifteen percent (15%) per annum). The provisions of this Section shall not be construed to prevent the institution of the rights and remedies of the SECURED PARTIES upon the occurrence of an EVENT OF DEFAULT. The contrary notwithstanding, the authorization contained in this Section shall impose no duty or obligation on the SECURED PARTIES to perform any action or make any advancement on behalf of the DEBTOR and is for the sole benefit and protection of the SECURED PARTIES. Section 4.6. Compliance With Laws. The DEBTOR shall comply in all material respects with all applicable LAWS with respect to: (a) all restrictions, specifications, or other requirements pertaining to products that it sells or to the services it performs; (b) the conduct of its business; (c) the use, maintenance, and operation of the real and personal properties owned or leased by it in the conduct of its business; (d) the obtaining of all necessary licenses and permits necessary to engage in its business; and (e) the making, storing, handling, treating, disposing, generating, transporting, or release of hazardous substances. Section 4.7. No Sale Or Transfer Of Collateral. The DEBTOR shall not sell, transfer, lease or otherwise dispose of all or any part of the COLLATERAL, other than transactions in the ordinary course of the DEBTOR'S business. Section 4.8. No Encumbrance Of Collateral. The DEBTOR shall not further mortgage, pledge, grant or permit to exist a security interest in or lien upon any of the COLLATERAL, except for PERMITTED LIENS. ARTICLE 5 RIGHTS AND REMEDIES ON THE OCCURRENCE OF AN EVENT OF DEFAULT Section 5.1. Secured Parties' Specific Rights And Remedies. In addition to all other rights and remedies provided by LAW and the SECURED PARTY DOCUMENTS but subject to the terms of the SUBORDINATION AGREEMENT, the SECURED PARTIES, upon the occurrence of any EVENT OF DEFAULT, may: (a) foreclose or enforce all or any security interests, mortgage interests, deed of trusts, liens, assignments, or pledges created by this AGREEMENT or any other SECURED PARTY DOCUMENT; (b) seek specific performance or injunctive relief to enforce performance of the undertakings, duties, and agreements provided herein, whether or not a remedy at law exists or is adequate; and (c) exercise any rights of a secured creditor under the Uniform Commercial Code, as adopted and amended in Massachusetts, including the right to take possession of the COLLATERAL without the use of judicial process or hearing of any kind and the right to require the DEBTOR to assemble the COLLATERAL at such place as the SECURED PARTIES may specify. Section 5.2. Collection Of Accounts By Secured Parties. Subject to the terms of the SUBORDINATION AGREEMENT, the SECURED PARTIES, following the occurrence of an EVENT OF DEFAULT, may terminate the DEBTOR'S authority to collect the DEBTOR'S Accounts. Upon a termination of the DEBTOR'S authority, the SECURED PARTIES shall have the right to send notices of assignment or notices of the SECURED PARTIES' security interest to any and all account debtors or any third party holding or otherwise concerned with any of the COLLATERAL, and thereafter the SECURED PARTIES shall have the right to collect the DEBTOR'S Accounts and to take possession of the COLLATERAL and RECORDS relating thereto. All of the SECURED PARTIES' collection expenses shall be charged to the DEBTOR'S account and added to the OBLIGATIONS. If the SECURED PARTIES are collecting the DEBTOR'S Accounts as above provided, the SECURED PARTIES shall have the right (subject to the terms of the SUBORDINATION AGREEMENT) to receive, indorse, assign and deliver in the SECURED PARTIES' names or the DEBTOR'S name any and all checks, drafts and other instruments for the payment of money relating to the Accounts, and the DEBTOR hereby waives notice of presentment, protest and non-payment of any instrument so endorsed. If the SECURED PARTIES are collecting the DEBTOR'S Accounts directly as above provided, the DEBTOR hereby constitutes the SECURED PARTIES or the SECURED PARTIES' designee(s) as the DEBTOR'S attorney-in-fact with power with respect to the Accounts: (a) to indorse the DEBTOR'S name upon all notes, acceptances, checks, drafts, money orders or other evidences of payment of COLLATERAL that may come into the SECURED PARTIES' possession; (b) to sign the DEBTOR'S name on any invoices relating to any of the Accounts, drafts against account debtors, assignments and verifications of Accounts and notices to account debtors; (c) to send verifications of Accounts to any Account Debtor; (d) to notify the Post Office to change the address for delivery of mail addressed to the DEBTOR to such address as the SECURED PARTIES may designate; (e) to receive, open, and dispose of all mail addressed to the DEBTOR; and (f) to do all other acts and things necessary, proper, or convenient to carry out the terms and conditions and purposes and intent of this AGREEMENT. All acts of such attorney or designee are hereby ratified and approved, and such attorney or designee shall not be liable for any acts of omission or commission, nor for any error of judgment or mistake of fact or law in accordance with this AGREEMENT, with the exception of acts arising from actual fraud or gross and wanton negligence. The power of attorney hereby granted, being coupled with an interest, is irrevocable while any of the OBLIGATIONS remain unpaid. Subject to the terms of the SUBORDINATION AGREEMENT, the SECURED PARTIES, without notice to or consent from the DEBTOR, may sue upon or otherwise collect, extend the time of payment of or compromise or settle for cash, credit or otherwise upon any terms, any of the Accounts or any securities, instruments or insurances applicable thereto or release the obligor thereon. The SECURED PARTIES are authorized and empowered to accept the return of the goods represented by any of the Accounts, without notice to or consent by the DEBTOR, all without discharging or in any way affecting the DEBTOR'S liability under the SECURED PARTY DOCUMENTS. The SECURED PARTIES do not, by anything herein or in any assignment or otherwise, assume any of the DEBTOR'S obligations under any contract or agreement assigned to the SECURED PARTIES, and the SECURED PARTIES shall not be responsible in any way for the performance by the DEBTOR of any of the terms and conditions thereof. Section 5.3. Sale Of Collateral. In addition to any other remedy provided herein, upon the occurrence of an EVENT OF DEFAULT but subject to the terms of the SUBORDINATION AGREEMENT, the SECURED PARTIES, in a commercially reasonable fashion, may sell at public or private sale or otherwise realize upon, in Canton, Massachusetts, or elsewhere, the whole or, from time to time, any part of all COLLATERAL which is personal property, or any interest which the DEBTOR may have therein. Pending any such action, the SECURED PARTIES may collect and liquidate such COLLATERAL. After deducting from the proceeds of sale or other disposition of such COLLATERAL all expenses, including all expenses for legal services, the SECURED PARTIES shall apply such proceeds toward the satisfaction of the OBLIGATIONS. Any remainder of the proceeds after satisfaction in full of the OBLIGATIONS shall be distributed as required by applicable LAW. Notice of any sale or other disposition shall be given to the DEBTOR at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which the DEBTOR hereby agrees shall be commercially reasonable notice of such sale or other disposition. The DEBTOR shall assemble, or shall cause to be assembled, at the DEBTOR'S own expense, the COLLATERAL at such place or places as the SECURED PARTIES shall designate. At any such sale or other disposition, the SECURED PARTIES may, to the extent permissible under applicable law, purchase the whole or any part of the COLLATERAL, free from any right of redemption on the part of the DEBTOR, which right is hereby waived and released to the extent lawfully permitted. Without limiting the generality of any of the rights and remedies conferred upon the SECURED PARTIES under this Section, the SECURED PARTIES may, to the full extent permitted by applicable law but subject to the terms of the SUBORDINATION AGREEMENT: (a) enter upon the premises of the DEBTOR, exclude therefrom the DEBTOR or any PERSON connected therewith, and take immediate possession of the COLLATERAL, either personally or by means of a receiver appointed by a court of competent jurisdiction, using all necessary force to do so; (b) at the SECURED PARTIES' option, use, operate, manage, and control the COLLATERAL in any lawful manner; (c) collect and receive all income, revenue, earnings, issues, and profits therefrom; and (d) maintain, alter or remove the COLLATERAL as the SECURED PARTIES may determine in the SECURED PARTIES' discretion. Section 5.4. Remedies Cumulative. The rights and remedies provided in this AGREEMENT and in the other SECURED PARTY DOCUMENTS or otherwise under applicable LAWS shall be cumulative and the exercise of any particular right or remedy shall not preclude the exercise of any other rights or remedies in addition to, or as an alternative of, such right or remedy. Section 5.5. Obligations Are Unconditional. The payment and performance of the OBLIGATIONS shall be the absolute and unconditional duty and obligation of the DEBTOR, and shall be independent of any defense or any rights of set-off, recoupment or counterclaim which the DEBTOR might otherwise have against any of the SECURED PARTIES, and the DEBTOR shall pay absolutely all payments required to be made on the OBLIGATIONS, free of any deductions and without abatement, diminution or set-off other than those herein expressly provided. ARTICLE 6 GENERAL CONDITIONS AND TERMS Section 6.1. Continuing Obligation Of Debtor. The agreements and covenants of the DEBTOR under this AGREEMENT shall remain in effect so long as any OBLIGATION is outstanding, unpaid or unsatisfied between the DEBTOR and any of the SECURED PARTIES. Section 6.2. Binding Obligation. This AGREEMENT shall be binding upon the parties and their successors and assigns. Section 6.3. Amendment. This AGREEMENT may be amended or altered only in writing signed by the party to be bound by the change or alteration. Section 6.4. Time. Time is of the essence of this AGREEMENT. Section 6.5. Choice Of Law. The laws of the Commonwealth of Massachusetts (excluding, however, conflict of law principles) shall govern and be applied to determine all issues relating to this AGREEMENT and the rights and obligations of the parties hereto, including the validity, construction, interpretation, and enforceability of this AGREEMENT and its various provisions and the consequences and legal effect of all transactions and events which resulted in the execution of this AGREEMENT or which occurred or were to occur as a direct or indirect result of this AGREEMENT having been executed. Section 6.6. Notices. Any notice required or permitted by or in connection with this AGREEMENT shall be in writing and shall be made by facsimile (confirmed on the date the facsimile is sent by one of the other methods of giving notice provided for in this Section) or by hand delivery, by Federal Express, or other similar overnight delivery service, or by certified mail, unrestricted delivery, return receipt requested, postage prepaid, addressed to the SECURED PARTIES or the DEBTOR at the appropriate addresses set forth below or to such other addresses as may be hereafter specified by written notice by the SECURED PARTIES or the DEBTOR. Notice shall be considered given as of the date of the facsimile or the hand delivery, one (1) calendar day after delivery to Federal Express or similar overnight delivery service, or three (3) calendar days after the date of mailing, independent of the date of actual delivery or whether delivery is ever in fact made, as the case may be, provided the giver of notice can establish the fact that notice was given as provided herein. If notice is tendered pursuant to the provisions of this Section and is refused by the intended recipient thereof, the notice, nevertheless, shall be considered to have been given and shall be effective as of the date herein provided. If to the SECURED PARTIES: GENERAL ELECTRIC CAPITAL CORPORATION, Individually and as Agent 44 Old Ridgebury Road Danbury, Connecticut 06810 Attn.: Senior Risk Manager Fax No.: (203) 796-1315 THE CIT GROUP/EQUIPMENT FINANCING, INC. 1540 Fountainhead Parkway Tempe, Arizona 85282 Attn.: Chief Credit Officer Fax No.: (480) 858-1459 BANKNORTH, N.A. One Portland Square Portland, Maine 04112-9540 Attn.: Denise P. Boutin, Vice President Fax No.: (207) 828-7420 If to the DEBTOR: PLYMOUTH RUBBER COMPANY, INC. 104 Revere Street Canton, Massachusetts 02021-2996 Attn.: Maurice J. Hamilburg, President Fax No.: (781) 828-3168 Section 6.7. Effective Date. This AGREEMENT shall be effective as of the date first above written, independent of the date of execution or delivery hereof. Section 6.8. Waiver Of Trial By Jury. Each party to this AGREEMENT agrees that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by either party hereto or any successor or assign of any party on or with respect to this AGREEMENT or which in any way relates, directly or indirectly, to the OBLIGATIONS or any event, transaction, or occurrence arising out of or in any way connected with the OBLIGATIONS, or the dealings of the parties with respect thereto, shall be tried only by a court and not by a jury. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. The DEBTOR acknowledges and agrees that this Section is a specific and material aspect of this AGREEMENT and the understandings of the parties. IN WITNESS WHEREOF, the SECURED PARTIES and the DEBTOR have duly executed this AGREEMENT under seal as of the date first above written. This AGREEMENT may be executed in counterparts and shall be enforceable against each signatory hereto regardless of whether all indicated signatories ultimately execute this AGREEMENT. WITNESS/ATTEST: SECURED PARTIES: GENERAL ELECTRIC CAPITAL CORPORATION By: (SEAL) Kevin G. Wortman, Senior Vice President, Strategic Asset Financing Group Date: October ___, 2002 [Signatures Continued On The Following Page] 10 WITNESS/ATTEST: SECURED PARTIES (cont.): THE CIT GROUP/EQUIPMENT FINANCING, INC. By: (SEAL) Name: Title: Date: December ___, 2002 BANKNORTH, N.A. By: (SEAL) Name: Title: Date: October ___, 2002 DEBTOR: PLYMOUTH RUBBER COMPANY, INC. By: (SEAL) Maurice J. Hamilburg, President Date: October ___, 2002 11 EX-99 6 patentsec.txt EXHIBIT 99.4 Exhibit 99.4 THE RIGHTS OF THE SECURED PARTIES UNDER THIS PATENT SECURITY AGREEMENT ARE SUBJECT TO AND GOVERNED BY THE TERMS OF A SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND BETWEEN THE UNDERSIGNED SECURED PARTIES AND LASALLE BANK NATIONAL ASSOCIATION. PATENT SECURITY AGREEMENT THIS PATENT SECURITY AGREEMENT ("AGREEMENT") is dated as of October ___, 2002, by and between PLYMOUTH RUBBER COMPANY, INC. , a Massachusetts corporation ("PLEDGOR"), with its mailing address at 104 Revere Street, Canton, Massachusetts 02021; GENERAL ELECTRIC CAPITAL CORPORATION, individually and as agent ("GE CAPITAL"), with its mailing address at 44 Old Ridgebury Road, Danbury, Connecticut 06810; THE CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT"), with its mailing address at 1540 Fountainhead Parkway, Tempe, Arizona 85282; and BANKNORTH, N.A. ("BANKNORTH"), with its mailing address at One Portland Square, Portland, Maine 04112-9540. Hereafter, GE CAPITAL, CIT, and BANKNORTH are collectively referred to as the "SECURED PARTIES." NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, the PLEDGOR agrees with the SECURED PARTIES as follows: Section 1. Defined Terms. As used in this AGREEMENT, the terms set forth in this Section 1 have the meanings set forth below, unless the specific context of this AGREEMENT clearly requires a different meaning. Terms defined in this Section 1 or elsewhere in this AGREEMENT are in all capital letters throughout this AGREEMENT. The singular use of any defined term includes the plural and the plural use includes the singular. Section 1.1 "BANKNORTH LOANS". The term "BANKNORTH LOANS" means collectively the following term loans that have been extended to the PLEDGOR and are evidenced, respectively, by the following instruments with the following maturity dates: (i) Promissory Note from the PLEDGOR as maker dated November 25, 1998, as modified, in the originally stated principal amount of $1,339,031.88 and an unpaid principal balance as of October 1, 2002 of $794,623.78 with interest accruing thereon at the rate of seven and 10/100's percent (7.10%) per annum and a final maturity date of August 1, 2008; (ii) Promissory Note from the PLEDGOR as maker dated June 30, 1999, as modified, in the originally stated principal amount of $867,743.00 and an unpaid principal balance as of October 1, 2002 of $617,739.69, with interest accruing thereon at the rate of eight and 39/100's percent (8.39%) per annum and a final maturity date of August 1, 2008; (iii) Promissory Note from the PLEDGOR as maker dated March 3, 2000, as modified, in the originally stated principal amount of $810,249.90 and an unpaid principal balance as of October 1, 2002 of $676,205.34, with interest accruing thereon at the rate of nine and 11/100's percent (9.11%) per annum and a final maturity date of August 1, 2008; and (iv) Promissory Note from the PLEDGOR as maker dated on or about May 3, 2000, as modified, in the originally stated principal amount of $161,313.39 and an unpaid principal balance as of October 1, 2002 of $139,214.52, with interest accruing thereon at the rate of nine and 5/100's percent (9.05%) per annum and a final maturity date of August 1, 2008. Section 1.2 The term "CIT LEASES" means collectively: (a) the Equipment Lease Schedule No. Five (CIT No. 65169) dated as accepted by the Lessor thereunder on November 20, 1997 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the PLEDGOR and Champion Credit Corporation, with respect to which the aggregate amount of rental payments as of October 1, 2002 remaining to be paid thereunder is $198,127.09, and the final rental payment is due on March 1, 2003; and (b) the Equipment Lease Schedule No. Eight (CIT No. 81488) dated as accepted by the Lessor thereunder on June 12, 1998 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the PLEDGOR and Champion Credit Corporation, with respect to which the aggregate amount of unpaid principal payments as of October 1, 2002 remaining to be paid thereunder is $288,103.51 and the final rental payment is due on December 1, 2003. Section 1.3 "EVENT OF DEFAULT" means any event, condition, or omission, which, after the expiration of any applicable rights of notice or cure, constitutes a violation or default under the SECURED PARTY DOCUMENTS or pursuant to any other agreement executed from time to time by the PLEDGOR to or for the benefit of the SECURED PARTIES which evidences or relates or pertains to any of the OBLIGATIONS. Section 1.4 "GE LOANS. The term "GE LOANS" means collectively the following term loans that have been extended to the PLEDGOR and are evidenced, respectively, by the following instruments with the following maturity dates: (i) Promissory Note from the PLEDGOR as maker dated December 3, 1997, as modified, in the originally stated principal amount of $4,050,000 and an unpaid principal balance as of October 1, 2002 of $2,484,607.43, with interest accruing thereon at the rate of eight and 54/100's percent (8.54%) per annum and a final maturity date of October 1, 2005; (ii) Promissory Note from the PLEDGOR as maker dated April 13, 1998, as modified, in the originally stated principal amount of $3,710,000 and an unpaid principal balance as of October 1, 2002 of $1,789,992.18, with interest accruing thereon at the rate of eight and 4/100's percent (8.04%) per annum and a final maturity date of October 1, 2005; (iii) Promissory Note from the PLEDGOR as maker dated November 12, 1998, as modified, in the originally stated principal amount of $450,000 and an unpaid principal balance as of October 1, 2002 of $216,300.99, with interest accruing thereon at the rate of seven and 75/100's percent (7.75%) per annum and a final maturity date of October 1, 2005; (iv) Promissory Note from the PLEDGOR as maker dated December 30, 1999, as modified, in the originally stated principal amount of $550,000 and an unpaid principal balance as of October 1, 2002 of $430,958.91, with interest accruing thereon at the rate of eight and 75/100's percent (8.75%) per annum and a final maturity date of October 1, 2005; (v) Promissory Note from the PLEDGOR as maker dated June 5, 2000, as modified, in the originally stated principal amount of $1,469,978.50 and an unpaid principal balance as of October 1, 2002 of $1,291,525.78, with interest accruing thereon at the rate of nine and 56/100's percent (9.56%) per annum and a final maturity date of October 1, 2005; and (vi) Promissory Note from the PLEDGOR as maker dated August 24, 2000, as modified, in the originally stated principal amount of $1,104,077 and an unpaid principal balance as of October 1, 2002 of $999,226.07, with interest accruing thereon at the rate of eight and 9805/10,000's percent (8.9805%) per annum and a final maturity date of October 1, 2005. Section 1.5 "LASALLE" means LaSalle Bank National Association, or any successor or successors in interest as lender to the PLEDGOR. Section 1.6 "OBLIGATIONS" means the obligations of the PLEDGOR to pay to the SECURED PARTIES all sums due to the SECURED PARTIES arising out of or related to the GE LOANS, the BANKNORTH LOANS, the CIT LEASES, or the SECURED PARTY DOCUMENTS. The term "OBLIGATIONS" shall not include any other financings, loans, obligations, or leases, whether currently existing or arising in the future. Section 1.7 "PATENTS" means all right, title and interest of the PLEDGOR, whether now owned or existing or hereafter acquired or arising, in, to, under or by virtue of all patents and patent applications granted by or pending in the United States Patent and Trademark Office in the name of the PLEDGOR, including, without limitation, all of the inventions and improvements described or claimed therein, together with: (a) any reissues, divisions, continuations, continuations-in-part, certificates of re-examination and extensions thereof; (b) all present and future rights of the PLEDGOR under all present and future license agreements relating thereto, whether the PLEDGOR is licensee or licensor thereunder; (c) all income, royalties, damages and payments now or hereafter due or payable to the PLEDGOR thereunder or with respect thereto, including without limitation, damages and payments for past, present or future infringements thereof; (d) all present and future claims, causes of action, and rights to sue for past, present or future infringements thereof; (e) all general intangibles, proceeds and products related thereto; and (f) all rights corresponding thereto throughout the world. "PATENTS," as defined above shall include, without limitation, the United States patents and patent applications listed on Exhibit A attached hereto and incorporated herein by reference. Section 1.8 "SECURED PARTY DOCUMENTS" means all agreements, instruments and documents, including without limitation, security agreements, equipment leases, schedules, collateral schedules, notes, assignments, and all other written matter, whether heretofore, now, or hereafter executed by or on behalf of the PLEDGOR to or for the benefit of any of the SECURED PARTIES which evidence, secure or otherwise relate or pertain to the GE LOANS, the BANKNORTH LOANS, or the CIT LEASES. Section 1.9 "SUBORDINATION AGREEMENT" means the Subordination Agreement of even date herewith by and between LASALLE and the SECURED PARTIES. Section 2. Grant Of Security Interest. As security for the complete and timely payment, performance and satisfaction of all of the OBLIGATIONS, the PLEDGOR hereby mortgages, pledges, and hypothecates unto the SECURED PARTIES and the SECURED PARTIES' successors and assigns, upon the following terms and conditions, and hereby grants to the SECURED PARTIES and the SECURED PARTIES' successors and assigns, a security interest in and to all of the PLEDGOR'S right, title and interest in, under or by virtue of the PATENTS, whether now owned or existing or hereafter acquired, and in the products and proceeds thereof. The security interests granted by the PLEDGOR to the SECURED PARTIES hereunder shall automatically attach to and include all rights to any PATENTS which are subsequently obtained by the PLEDGOR after the date of this AGREEMENT or to any licenses thereof. The PLEDGOR hereby irrevocably and unconditionally authorizes the SECURED PARTIES to modify and amend from time to time this AGREEMENT and Exhibit A hereto to include any such additional PATENTS or licenses, without any further assent or signature of the PLEDGOR. Future advances are intended to be secured. The pledges and security interests granted hereunder by PLEDGOR are subordinate to the pledges and security interests of LASALLE therein as set forth in the SUBORDINATION AGREEMENT. Section 3. Additional Patents. If, before the OBLIGATIONS shall have been satisfied in full, the PLEDGOR shall: (a) obtain rights to any PATENTS not listed on EXHIBIT A, or to any licenses relating to any such PATENTS; or (b) become entitled to the benefit of any PATENT not listed on EXHIBIT A hereto or to the benefit of any license renewal, the security interest of the SECURED PARTIES granted hereunder shall automatically attach thereto and the other provisions of Section 2 shall automatically apply thereto and the PLEDGOR shall give prompt written notice thereof to the SECURED PARTIES. The PLEDGOR irrevocably and unconditionally authorizes the SECURED PARTIES to modify this AGREEMENT by amending Exhibit A to include any such additional PATENTS, without any further assent or signature of the PLEDGOR until the OBLIGATIONS have been satisfied in full. The PLEDGOR shall, promptly after request by the SECURED PARTIES, and at the PLEDGOR'S expense, execute and deliver to the SECURED PARTIES, in form and content reasonably satisfactory to the SECURED PARTIES and in proper form for filing in the United States Patent and Trademark Office, such security agreements, assignments or other documents as may be reasonably required by the SECURED PARTIES in order to reflect of record the SECURED PARTIES' interest therein pursuant to this AGREEMENT and the SECURED PARTY DOCUMENTS. Section 4. Representations And Warranties. The PLEDGOR represents and warrants that: (a) Exhibit A hereto includes all PATENTS owned by the PLEDGOR as of the date hereof, each of the PATENTS described on Exhibit A is subsisting, valid, unexpired and enforceable, none of such PATENTS has been adjudged invalid, expired or unenforceable in whole or in part, and none of such PATENTS has been abandoned; (b) no claim has been made that the use of any of the PATENTS does or may violate the rights of any third person; (c) the PLEDGOR is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each of the PATENTS, free and clear of any liens, charges and encumbrances, including without limitation pledges, security interests, assignments, licenses, franchise agreements, registered user agreements and covenants by the PLEDGOR not to sue third persons; (d) the PLEDGOR has the unqualified right to enter into this AGREEMENT and to perform its terms; and (e) the PLEDGOR has used, and will continue to use for the duration of this AGREEMENT, proper statutory notice and markings in connection with its making, using or selling goods and/or processes or methods covered by the PATENTS. Section 5. Maintenance of Patents; Prosecution Of Applications And Proceedings. The PLEDGOR shall maintain the registration of the PATENTS, and shall take all actions necessary to maintain, preserve and continue the validity and enforceability of the PATENTS, including but not limited to the filing of applications for renewal, affidavits of use, affidavits of incontestability and institution and maintenance of opposition, concurrent use, interference and cancellation proceedings, and the payment of any and all application, renewal, extension or other fees. The PLEDGOR shall have the duty, through counsel acceptable to the SECURED PARTIES, to prosecute diligently any PATENT applications of the PATENTS pending as of the date of this AGREEMENT or thereafter until the OBLIGATIONS shall have been paid in full, to make federal application on registrable but unregistered PATENTS, to file and prosecute opposition, concurrent use and cancellation proceedings and to do any and all acts which are necessary or desirable to preserve and maintain all rights in the PATENTS. The PLEDGOR shall not, without the express written consent of the SECURED PARTIES, sell or assign its interest in, or grant any license under, any of the PATENTS. The PLEDGOR shall not, without the SECURED PARTIES' prior written consent, enter into any agreement (for example, a license agreement) which is inconsistent with the PLEDGOR'S obligations under the SECURED PARTY DOCUMENTS, and the PLEDGOR further agrees that it shall not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would materially adversely affect the validity or enforcement of the rights transferred to the SECURED PARTIES under this AGREEMENT. The PLEDGOR shall not abandon any PATENTS (including applications for PATENTS) without the express written consent of the SECURED PARTIES. Any expenses incurred in connection with the PATENTS shall be borne by the PLEDGOR. The PLEDGOR hereby agrees to reimburse and indemnify the SECURED PARTIES for all damages, costs and expenses, including attorney's fees, incurred by the SECURED PARTIES in the fulfillment of the provisions of this Section. Section 6. Rights Upon The Occurrence Of An Event Of Default. Upon the occurrence of an EVENT OF DEFAULT but subject to the restrictions set forth in the SUBORDINATION AGREEMENT, in addition to all other rights and remedies available under the SECURED PARTY DOCUMENTS or under applicable law, including but not limited to the rights of a secured party under the Uniform Commercial Code in effect from time to time in Massachusetts, the SECURED PARTIES shall have the right at any time (but shall have no obligation) to: (a) take exclusive possession and/or place a custodian in exclusive possession of any or all of the PATENTS from time and to time; (b) take, in its name or in the name of the PLEDGOR or otherwise, such actions as the SECURED PARTIES may, at any time or from time to time, deem necessary to maintain, protect, sell, liquidate, transfer, license, assign or otherwise dispose of or realize upon the PATENTS, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk; (c) use, operate, manage, and control the PATENTS in any lawful manner; and (d) collect and receive all income, revenue, earnings, issues, and profits therefrom. Notice of any sale or other disposition shall be given to the PLEDGOR at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which the PLEDGOR hereby agrees shall be commercially reasonable notice of such sale or other disposition. At any such sale or other disposition, the SECURED PARTIES may, to the extent permissible under applicable law, purchase the whole or any part of the PATENTS, free from any right of redemption on the part of the PLEDGOR, which right is hereby waived and released to the extent lawfully permitted. The PLEDGOR shall remain liable for any deficiency if the proceeds of any sale or other disposition of the PATENTS are insufficient to pay in full the OBLIGATIONS and all costs and expenses, including reasonable attorneys' fees and disbursements, paid or incurred by the SECURED PARTIES in collecting any such deficiency. The PLEDGOR hereby irrevocably and unconditionally authorizes and empowers the SECURED PARTIES to make, constitute and appoint any officer or agent of the SECURED PARTIES as the SECURED PARTIES may select, in its exclusive discretion, as the PLEDGOR'S true and lawful attorney-in-fact, with the power to endorse or sign the PLEDGOR'S name on all applications, documents, papers and instruments necessary for the SECURED PARTIES or the designee of the SECURED PARTIES to: (i) own and use the PATENTS; (ii) grant or issue any exclusive or nonexclusive licenses under the PATENTS to any other person; (iii) assign, license, pledge, convey or otherwise transfer title in or dispose of the PATENTS to any other person on such terms and conditions as the SECURED PARTIES shall in their sole discretion determine; (iv) demand, sue for compromise, settle and collect and receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any of the PATENTS; (v) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or enforce any right in respect of the PATENTS; (vi) defend any suit, action or proceeding brought against the PLEDGOR with respect to any of the PATENTS; (vii) settle, compromise or adjust any of the aforesaid suits, actions or proceedings and, in connection therewith, to give such discharges as the SECURED PARTIES may deem appropriate; and (viii) do all acts and things which the SECURED PARTIES deem necessary from time to time to protect, preserve or realize upon the PATENTS and the SECURED PARTIES' liens thereon and to effect the intent of this AGREEMENT. The PLEDGOR hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this AGREEMENT, and is intended by the PLEDGOR to be a power of attorney coupled with an interest. All of the SECURED PARTIES' rights and remedies with respect to the PATENTS, whether established by this AGREEMENT, by any SECURED PARTY DOCUMENT, or by law shall be cumulative and may be exercised singularly or concurrently. Section 7. No Duty Imposed Upon Secured Parties. The powers conferred upon the SECURED PARTIES hereunder are solely to protect the interest of the SECURED PARTIES in the PATENTS and shall not impose any duty upon the SECURED PARTIES to exercise any such powers. Section 8. Patent And Trademark Office And Third Parties May Rely Upon Pledgor's Authorizations To Secured Parties. If the SECURED PARTIES shall elect to exercise any of their rights hereunder, the United States Patent and Trademark Office shall have the right to rely upon the SECURED PARTIES' written statement of the SECURED PARTIES' right to sell, assign, license and transfer the PATENTS and the PLEDGOR hereby irrevocably and unconditionally authorizes the United States Patent and Trademark Office to recognize such sale by the SECURED PARTIES either in the PLEDGOR'S name or in the SECURED PARTIES' name without the necessity or obligation of the United States Patent and Trademark Office to ascertain the existence of any default by the PLEDGOR under the SECURED PARTY DOCUMENTS. Section 9. Costs And Expenses. Any and all fees, costs and expenses, of whatever kind or nature, including the reasonable attorney's fees and legal expenses incurred by the SECURED PARTIES in connection with the preparation of this AGREEMENT and all other documents relating hereto and the consummation of this transaction, the filing or recording of any documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances or any other fees incurred in otherwise protecting, maintaining or preserving the PATENTS, or in defending or prosecuting any actions or proceedings arising out of or related to the PATENTS, shall be borne and paid by the PLEDGOR on demand by the SECURED PARTIES and until so paid shall be added to the principal amount of the OBLIGATIONS and shall bear interest at the highest rate in effect from time to time under the SECURED PARTY DOCUMENTS. Section 10. Notices. Notices that are required or permitted to be delivered hereunder shall be sufficient if in writing and sent to the addresses set forth in the SECURED PARTY DOCUMENTS, in the manner and within the time specified in the SECURED PARTY DOCUMENTS. Section 11. No Further Assignment. The PLEDGOR shall not further assign, transfer, license or convey its interests in the PATENTS without the prior written consent of the SECURED PARTIES. Section 12. Further Assurances. The PLEDGOR shall promptly do, make, execute and deliver all such further and additional acts, things, deeds, assurances, instruments and documents considered reasonably necessary, appropriate or proper by the SECURED PARTIES to vest in, effectuate assure to the SECURED PARTIES their rights under this AGREEMENT or in any of the PATENTS. The PLEDGOR hereby constitutes the SECURED PARTIES its attorney-in- fact to execute and file all such additional instruments and documents for the foregoing purposes, all lawful acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the OBLIGATIONS have been satisfied in full and there exists no contingent or noncontingent commitment which could give rise to any OBLIGATIONS. Section 13. Amendment. The terms and conditions of this AGREEMENT may be modified, altered, waived, or amended only by a writing executed by the SECURED PARTIES consenting to the modification, alteration, waiver, or amendment. Section 14. Choice Of Law. This AGREEMENT shall be construed according to the laws of the Commonwealth of Massachusetts. All parties hereto consent to the jurisdiction and venue of the courts of the Commonwealth of Massachusetts in any action to enforce, construe or interpret this AGREEMENT. Section 15. Severability. If any of the provisions of this AGREEMENT are judicially determined to be in conflict with any law of the Commonwealth of Massachusetts or otherwise judicially determined to be unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such unenforceability but shall be deemed separable from and shall not invalidate any other provision of this AGREEMENT. Section 16. Successors And Assigns. The terms, covenants and conditions contained in this AGREEMENT shall inure to the benefit of the SECURED PARTIES and their respective successors and assigns, and shall be binding upon the PLEDGOR and its successors and assigns. Section 17. Waiver Of Jury Trial. The PLEDGOR and the SECURED PARTIES each agree that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by any party hereto or any successor or assign of any party hereto, with respect to this AGREEMENT, the SECURED PARTY DOCUMENTS, or any other document or agreement which in any way relates, directly or indirectly, to this AGREEMENT, the SECURED PARTY DOCUMENTS, the OBLIGATIONS or any event, transaction or occurrence arising out of or in any way connected with this AGREEMENT, the SECURED PARTY DOCUMENTS, any of the OBLIGATIONS, or the dealings of the parties with respect thereto, shall be tried only by a court, and not by a jury. THE PLEDGOR AND THE SECURED PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. The PLEDGOR acknowledges and agrees that this provision is a specific and material aspect of the agreement between the parties hereto and that the SECURED PARTIES would not enter into the subject transactions if this provision were not part of this AGREEMENT. [Signatures Begin On The Following Page] IN WITNESS WHEREOF, the PLEDGOR has executed this AGREEMENT as of the date first above written with the specific intention of creating an instrument under seal. PLEDGOR: PLYMOUTH RUBBER COMPANY, INC., A Massachusetts Corporation (SEAL) By: Maurice J. Hamilburg, President WITNESS/ATTEST: Print Name: ACKNOWLEDGMENT COMMONWEALTH OF MASSACHUSETTS, COUNTY OF _____________________: On this _____ day of October, 2002, before me appeared Maurice J. Hamilburg, to me personally known, who, being duly sworn (or affirmed), did say that he is the President of PLYMOUTH RUBBER COMPANY, INC., and that the corporation has no official seal, and that the foregoing instrument was signed in behalf of the corporation by authority of its Board of Directors, and said Maurice J. Hamilburg acknowledged said instrument to be the free act and deed of the corporation. (SEAL) Notary Public Print Name of Notary My Commission Expires: [Continued On The Following Page] 8 WITNESS/ATTEST: SECURED PARTIES: GENERAL ELECTRIC CAPITAL CORPORATION By: (SEAL) Kevin G. Wortman, Senior Vice President, Strategic Asset Financing Group Date: October ___, 2002 ACKNOWLEDGMENT STATE OF CONNECTICUT, COUNTY OF ____________, SS: On this _____ day of October, 2002, before me, ______________________, the undersigned officer, personally appeared Kevin G. Wortman, who acknowledged himself to be the Senior Vice President of GENERAL ELECTRIC CAPITAL CORPORATION, a corporation, and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such officer and as his and its free act and deed. In witness whereof I hereunto set my hand. Commissioner of the Superior Court Notary Public My Commission Expires: [Continued On The Following Page] THE CIT GROUP/EQUIPMENT FINANCING, INC. (SEAL) By: Name: Title: Date: December ___, 2002 WITNESS/ATTEST: ACKNOWLEDGMENT STATE OF ARIZONA, CITY/COUNTY OF TEMPE, TO WIT: I HEREBY CERTIFY that on this ____ day of December, 2002, before me, the undersigned Notary Public, personally appeared ____________________, and acknowledged him/herself to be the ________________ of THE CIT GROUP/EQUIPMENT FINANCING, INC., a ______________ corporation, and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of THE CIT GROUP/EQUIPMENT FINANCING, INC., by him/herself as _________________. IN WITNESS MY Hand and Notarial Seal. My Commission Expires: (SEAL) NOTARY PUBLIC Print Name Of Notary [Continued On The Following Page] 10 BANKNORTH, N.A. (SEAL) By: Name: Title: Date: October ___, 2002 WITNESS/ATTEST: ACKNOWLEDGMENT STATE OF __________________, CITY/COUNTY OF ______________________, TO WIT: I HEREBY CERTIFY that on this ____ day of October, 2002, before me, the undersigned Notary Public, personally appeared ____________________, and acknowledged him/herself to be the ________________ of BANKNORTH, N.A., a ______________________________, and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of BANKNORTH, N.A., by him/herself as _________________. IN WITNESS MY Hand and Notarial Seal. My Commission Expires: (SEAL) NOTARY PUBLIC Print Name Of Notary 11 EXHIBIT "A" Schedule Of Patents Patent Title Registration Date Patent No. Advanced sound reduction tape August 11, 1998 5,793,003 Economical roadway marking sheeting matrix December 20, 1994 5,374,465 Rubber band dispenser August 6, 1991 5,037,000 Cable splicing technique June 10, 1980 4,207,429 12 EX-99 7 trademarksec.txt EXHIBIT 99.5 Exhibit 99.5 THE RIGHTS OF THE SECURED PARTIES UNDER THIS TRADEMARK SECURITY AGREEMENT ARE SUBJECT TO AND GOVERNED BY THE TERMS OF A SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND BETWEEN THE UNDERSIGNED SECURED PARTIES AND LASALLE BANK NATIONAL ASSOCIATION. TRADEMARK SECURITY AGREEMENT THIS TRADEMARK SECURITY AGREEMENT ("AGREEMENT") is dated as of October ___, 2002, by and between PLYMOUTH RUBBER COMPANY, INC. , a Massachusetts corporation ("PLEDGOR"), with its mailing address at 104 Revere Street, Canton, Massachusetts 02021; GENERAL ELECTRIC CAPITAL CORPORATION, individually and as agent ("GE CAPITAL"), with its mailing address at 44 Old Ridgebury Road, Danbury, Connecticut 06810; THE CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT"), with its mailing address at 1540 Fountainhead Parkway, Tempe, Arizona 85282; and BANKNORTH, N.A. ("BANKNORTH"), with its mailing address at One Portland Square, Portland, Maine 04112-9540. Hereafter, GE CAPITAL, CIT, and BANKNORTH are collectively referred to as the "SECURED PARTIES." NOW, THEREFORE, FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, the PLEDGOR agrees with the SECURED PARTIES as follows: Section 1. Defined Terms. As used in this AGREEMENT, the terms set forth in this Section 1 have the meanings set forth below, unless the specific context of this AGREEMENT clearly requires a different meaning. Terms defined in this Section 1 or elsewhere in this AGREEMENT are in all capital letters throughout this AGREEMENT. The singular use of any defined term includes the plural and the plural use includes the singular. Section 1.1 "BANKNORTH LOANS". The term "BANKNORTH LOANS" means collectively the following term loans that have been extended to the PLEDGOR and are evidenced, respectively, by the following instruments with the following maturity dates: (i) Promissory Note from the PLEDGOR as maker dated November 25, 1998, as modified, in the originally stated principal amount of $1,339,031.88 and an unpaid principal balance as of October 1, 2002 of $794,623.78 with interest accruing thereon at the rate of seven and 10/100's percent (7.10%) per annum and a final maturity date of August 1, 2008; (ii) Promissory Note from the PLEDGOR as maker dated June 30, 1999, as modified, in the originally stated principal amount of $867,743.00 and an unpaid principal balance as of October 1, 2002 of $617,739.69, with interest accruing thereon at the rate of eight and 39/100's percent (8.39%) per annum and a final maturity date of August 1, 2008; (iii) Promissory Note from the PLEDGOR as maker dated March 3, 2000, as modified, in the originally stated principal amount of $810,249.90 and an unpaid principal balance as of October 1, 2002 of $676,205.34, with interest accruing thereon at the rate of nine and 11/100's percent (9.11%) per annum and a final maturity date of August 1, 2008; and (iv) Promissory Note from the PLEDGOR as maker dated on or about May 3, 2000, as modified, in the originally stated principal amount of $161,313.39 and an unpaid principal balance as of October 1, 2002 of $139,214.52, with interest accruing thereon at the rate of nine and 5/100's percent (9.05%) per annum and a final maturity date of August 1, 2008. Section 1.2 The term "CIT LEASES" means collectively: (a) the Equipment Lease Schedule No. Five (CIT No. 65169) dated as accepted by the Lessor thereunder on November 20, 1997 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the PLEDGOR and Champion Credit Corporation, with respect to which the aggregate amount of rental payments as of October 1, 2002 remaining to be paid thereunder is $198,127.09, and the final rental payment is due on March 1, 2003; and (b) the Equipment Lease Schedule No. Eight (CIT No. 81488) dated as accepted by the Lessor thereunder on June 12, 1998 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the PLEDGOR and Champion Credit Corporation, with respect to which the aggregate amount of unpaid principal payments as of October 1, 2002 remaining to be paid thereunder is $288,103. 51 and the final rental payment is due on December 1, 2003. Section 1.3 "EVENT OF DEFAULT" means any event, condition, or omission, which, after the expiration of any applicable rights of notice or cure, constitutes a violation or default under the SECURED PARTY DOCUMENTS or pursuant to any other agreement executed from time to time by the PLEDGOR to or for the benefit of the SECURED PARTIES which evidences or relates or pertains to any of the OBLIGATIONS. Section 1.4 "GE LOANS. The term "GE LOANS" means collectively the following term loans that have been extended to the PLEDGOR and are evidenced, respectively, by the following instruments with the following maturity dates: (i) Promissory Note from the PLEDGOR as maker dated December 3, 1997, as modified, in the originally stated principal amount of $4,050,000 and an unpaid principal balance as of October 1, 2002 of $2,484,607.43, with interest accruing thereon at the rate of eight and 54/100's percent (8.54%) per annum and a final maturity date of October 1, 2005; (ii) Promissory Note from the PLEDGOR as maker dated April 13, 1998, as modified, in the originally stated principal amount of $3,710,000 and an unpaid principal balance as of October 1, 2002 of $1,789,992.18, with interest accruing thereon at the rate of eight and 4/100's percent (8.04%) per annum and a final maturity date of October 1, 2005; (iii) Promissory Note from the PLEDGOR as maker dated November 12, 1998, as modified, in the originally stated principal amount of $450,000 and an unpaid principal balance as of October 1, 2002 of $216,300.99, with interest accruing thereon at the rate of seven and 75/100's percent (7.75%) per annum and a final maturity date of October 1, 2005; (iv) Promissory Note from the PLEDGOR as maker dated December 30, 1999, as modified, in the originally stated principal amount of $550,000 and an unpaid principal balance as of October 1, 2002 of $430,958.91, with interest accruing thereon at the rate of eight and 75/100's percent (8.75%) per annum and a final maturity date of October 1, 2005; (v) Promissory Note from the PLEDGOR as maker dated June 5, 2000, as modified, in the originally stated principal amount of $1,469,978.50 and an unpaid principal balance as of October 1, 2002 of $1,291,525.78, with interest accruing thereon at the rate of nine and 56/100's percent (9.56%) per annum and a final maturity date of October 1, 2005; and (vi) Promissory Note from the PLEDGOR as maker dated August 24, 2000, as modified, in the originally stated principal amount of $1,104,077 and an unpaid principal balance as of October 1, 2002 of $999,226.07, with interest accruing thereon at the rate of eight and 9805/10,000's percent (8.9805%) per annum and a final maturity date of October 1, 2005. Section 1.5 "LASALLE" means LaSalle Bank National Association, or any successor or successors in interest as lender to the PLEDGOR. Section 1.6 "OBLIGATIONS" means the obligations of the PLEDGOR to pay to the SECURED PARTIES all sums due to the SECURED PARTIES arising out of or related to the GE LOANS, the BANKNORTH LOANS, the CIT LEASES, or the SECURED PARTY DOCUMENTS. The term "OBLIGATIONS" shall not include any other financings, loans, obligations, or leases, whether currently existing or arising in the future. Section 1.7 "SECURED PARTY DOCUMENTS" means all agreements, instruments and documents, including without limitation, security agreements, equipment leases, schedules, collateral schedules, notes, assignments, and all other written matter, whether heretofore, now, or hereafter executed by or on behalf of the PLEDGOR to or for the benefit of any of the SECURED PARTIES which evidence, secure or otherwise relate or pertain to the GE LOANS, the BANKNORTH LOANS, or the CIT LEASES. Section 1.8 "SUBORDINATION AGREEMENT" means the Subordination Agreement of even date herewith by and between LASALLE and the SECURED PARTIES. Section 1.9 "TRADEMARKS" means all right, title and interest of the PLEDGOR, whether now owned or existing or hereafter acquired or arising, in, to, under and by virtue of all trademarks, trade names, corporate names, partnership names, company names, business names, fictitious business names, trade styles, service marks, package or product designs, trade dress, logos, other source of business identifiers, and prints and labels on which any of the foregoing have appeared or appear, now existing or hereafter adopted or acquired, and all registrations and recordings thereof, and all applications for any of the foregoing, including, without limitation, registrations, recordings and applications in the United States Patent and Trademark Office, together with: (a) all renewals thereof, (b) all intellectual property of the PLEDGOR and goodwill of the business to which any of the foregoing relates, (c) all present and future rights of the PLEDGOR under all present and future license agreements relating to any of the foregoing, whether the PLEDGOR is licensee or licensor thereunder, (d) all income, royalties, damages and payments now or hereafter due or payable under any of the foregoing or with respect thereto, including, without limitation, damages and payments for past, present or future infringements thereof, (e) all present and future claims, causes of action and rights to sue for past, present or future infringements thereof, (f) all general intangibles, proceeds and products related thereto, and (g) all rights corresponding thereto throughout the world. "TRADEMARKS," as defined above shall include, without limitation, all of the United States trademarks and trademark applications listed on Exhibit A attached hereto and incorporated herein by reference. Section 2. Grant Of Security Interest. As security for the complete and timely payment, performance and satisfaction of all of the OBLIGATIONS, the PLEDGOR hereby mortgages, pledges, and hypothecates unto the SECURED PARTIES and the SECURED PARTIES' successors and assigns, upon the following terms and conditions, and hereby grants to the SECURED PARTIES and the SECURED PARTIES' successors and assigns, a security interest in and to all of the PLEDGOR'S right, title and interest in, under or by virtue of the TRADEMARKS, whether now owned or existing or hereafter acquired, and in the products and proceeds thereof. The security interests granted by the PLEDGOR to the SECURED PARTIES hereunder shall automatically attach to and include all rights to any TRADEMARKS which are subsequently obtained by the PLEDGOR after the date of this AGREEMENT or to any licenses thereof. The PLEDGOR hereby irrevocably and unconditionally authorizes the SECURED PARTIES to modify and amend from time to time this AGREEMENT and Exhibit A hereto to include any such additional TRADEMARKS or licenses, without any further assent or signature of the PLEDGOR. Future advances are intended to be secured. The pledges and security interests granted hereunder by PLEDGOR are subordinate to the pledges and security interests of LASALLE therein as set forth in the SUBORDINATION AGREEMENT. Section 3. Representations And Warranties. The PLEDGOR represents and warrants that: (a) Exhibit A attached hereto sets forth all TRADEMARKS owned by the PLEDGOR as of the date hereof, each of the TRADEMARKS described on Exhibit A is subsisting, valid, unexpired and enforceable, none of such TRADEMARKS has been adjudged invalid, expired or unenforceable in whole or in part, or is the subject of any proceeding which seeks any of the foregoing, and none of such TRADEMARKS has been abandoned; (b) no claim has been made or threatened to the PLEDGOR that the use of any of the TRADEMARKS infringes upon or violates the rights of any third person; (c) the PLEDGOR is the sole and exclusive owner of the entire unencumbered right, title and interest in and to each of the TRADEMARKS, free and clear of any liens, charges and encumbrances, including without limitation pledges, security interests, assignments, licenses, franchise agreements, registered user agreements and covenants by the PLEDGOR not to sue third persons; (d) the PLEDGOR has the unqualified right to enter into this AGREEMENT and to perform its terms; (e) the PLEDGOR has used, and will continue to use for the duration of this AGREEMENT, proper statutory notice and markings in connection with its use of the TRADEMARKS; and (f) upon the completion of all necessary public filings, the liens and security interests granted pursuant to this AGREEMENT will constitute first priority perfected liens on and security interests in the TRADEMARKS in favor of the SECURED PARTIES. Section 4. Maintenance Of Trademarks; Prosecution Of Applications And Proceedings; Maintenance Of Quality Standards. The PLEDGOR covenants that it will maintain the registration of the TRADEMARKS, and take all actions necessary to maintain, preserve and continue the validity and enforceability of the TRADEMARKS, including but not limited to the filing of applications for renewal, affidavits of use, affidavits of incontestability and institution and maintenance of opposition, concurrent use, interference and cancellation proceedings, and the payment of any and all application, renewal, extension or other fees. The PLEDGOR agrees that the PLEDGOR will prosecute diligently any trademark applications of the TRADEMARKS pending as of the date of this AGREEMENT or thereafter until the OBLIGATIONS shall have been unconditionally paid and satisfied in full, to make federal application on registerable but unregistered TRADEMARKS, to file and prosecute opposition, concurrent use and cancellation proceedings and to do any and all acts which are necessary or desirable to preserve and maintain all rights in the TRADEMARKS. The PLEDGOR agrees that it will not sell, assign, transfer, convey or encumber its interest in, or grant any license under, any of the TRADEMARKS. The PLEDGOR further agrees not to enter into any agreement (for example, a license agreement) which is inconsistent with the PLEDGOR'S obligations under any of the SECURED PARTY DOCUMENTS. The PLEDGOR agrees that it will not take any action, or permit any action to be taken by others subject to its control, including licensees, or fail to take any action, which would adversely affect the validity or enforcement of the rights transferred to the SECURED PARTIES under this AGREEMENT. The PLEDGOR agrees that it will not abandon any TRADEMARKS (including applications for TRADEMARKS) without the express written consent of the SECURED PARTIES. Any expenses incurred by the PLEDGOR in connection with the TRADEMARKS shall be the sole expense of the PLEDGOR. The PLEDGOR covenants to use and require the use of consistent standards of quality in the manufacture of products sold and services rendered under the TRADEMARKS. The PLEDGOR further agrees to promptly provide notice to the SECURED PARTIES of all rights obtained subsequent to the date of this AGREEMENT in and to any TRADEMARKS not set forth on Exhibit A. Section 5. Rights Upon The Occurrence Of An Event Of Default. Upon the occurrence of an EVENT OF DEFAULT but subject to the restrictions set forth in the SUBORDINATION AGREEMENT, in addition to all other rights and remedies available under the SECURED PARTY DOCUMENTS or under applicable law, including but not limited to the rights of a secured party under the Uniform Commercial Code in effect from time to time in Massachusetts, the SECURED PARTIES shall have the right at any time (but shall have no obligation) to: (a) take exclusive possession and/or place a custodian in exclusive possession of any or all of the TRADEMARKS from time and to time; (b) take, in its name or in the name of the PLEDGOR or otherwise, such actions as the SECURED PARTIES may, at any time or from time to time, deem necessary to maintain, protect, sell, liquidate, transfer, license, assign or otherwise dispose of or realize upon the TRADEMARKS, upon such terms and conditions as it may deem advisable and at such prices as it may deem best, for cash or on credit or for future delivery without assumption of any credit risk; (c) use, operate, manage, and control the TRADEMARKS in any lawful manner; and (d) collect and receive all income, revenue, earnings, issues, and profits therefrom. Notice of any sale or other disposition shall be given to the PLEDGOR at least ten (10) days before the time of any intended public sale or of the time after which any intended private sale or other disposition of the COLLATERAL is to be made, which the PLEDGOR hereby agrees shall be commercially reasonable notice of such sale or other disposition. At any such sale or other disposition, the SECURED PARTIES may, to the extent permissible under applicable law, purchase the whole or any part of the TRADEMARKS, free from any right of redemption on the part of the PLEDGOR, which right is hereby waived and released to the extent lawfully permitted. The PLEDGOR shall remain liable for any deficiency if the proceeds of any sale or other disposition of the TRADEMARKS are insufficient to pay in full the OBLIGATIONS and all costs and expenses, including reasonable attorneys' fees and disbursements, paid or incurred by the SECURED PARTIES in collecting any such deficiency. The PLEDGOR hereby irrevocably and unconditionally authorizes and empowers the SECURED PARTIES to make, constitute and appoint any officer or agent of the SECURED PARTIES as the SECURED PARTIES may select, in its exclusive discretion, as the PLEDGOR'S true and lawful attorney-in-fact, with the power to endorse or sign the PLEDGOR'S name on all applications, documents, papers and instruments necessary for the SECURED PARTIES or the designee of the SECURED PARTIES to: (i) own and use the TRADEMARKS; (ii) grant or issue any exclusive or nonexclusive licenses under the TRADEMARKS to any other person; (iii) assign, license, pledge, convey or otherwise transfer title in or dispose of the TRADEMARKS to any other person on such terms and conditions as the SECURED PARTIES shall in their sole discretion determine; (iv) demand, sue for compromise, settle and collect and receive payment of and receipt for, any and all moneys, claims and other a mounts due or to become due at any time in respect of or arising out of any of the TRADEMARKS; (v) commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or enforce any right in respect of the TRADEMARKS; (vi) defend any suit, action or proceeding brought against the PLEDGOR with respect to any of the TRADEMARKS; (vii) settle, compromise or adjust any of the aforesaid suits, actions or proceedings and, in connection therewith, to give such discharges as the SECURED PARTIES may deem appropriate; and (viii) do all acts and things which the SECURED PARTIES deem necessary from time to time to protect, preserve or realize upon the TRADEMARKS and the SECURED PARTIES' liens thereon and to effect the intent of this AGREEMENT. The PLEDGOR hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable for the life of this AGREEMENT, and is intended by the PLEDGOR to be a power of attorney coupled with an interest. All of the SECURED PARTIES' rights and remedies with respect to the TRADEMARKS, whether established by this AGREEMENT, by any SECURED PARTY DOCUMENT, or by law shall be cumulative and may be exercised singularly or concurrently. Section 6. No Duty Imposed Upon Secured Parties. The powers conferred upon the SECURED PARTIES hereunder are solely to protect the interests of the SECURED PARTIES in the TRADEMARKS and shall not impose any duty upon the SECURED PARTIES to exercise any such powers. Section 7. Patent And Trademark Office And Third Parties May Rely Upon Pledgor's Authorizations To Secured Parties. If the SECURED PARTIES shall elect to exercise any of their rights hereunder, the United States Patent and Trademark Office and all other persons and entities shall have the right to rely upon the SECURED PARTIES' written statement of the SECURED PARTIES' right to sell, assign, license and transfer the TRADEMARKS and the PLEDGOR hereby irrevocably and unconditionally authorizes the United States Patent and Trademark Office and all other persons and entities to recognize such sale by the SECURED PARTIES either in the PLEDGOR'S name or in the SECURED PARTIES' name without the necessity or obligation of the United States Patent and Trademark Office or any other persons and entities to ascertain the existence of any default by the PLEDGOR under the SECURED PARTY DOCUMENTS, or any other fact or matter relating to the entitlement of the SECURED PARTIES to exercise their rights hereunder. Section 8. Costs And Expenses. All fees, costs and expenses, including any attorney's fees and legal expenses, incurred by the SECURED PARTIES in connection with the preparation of this AGREEMENT and all other documents relating hereto, the filing or recording of this AGREEMENT or any other documents (including all taxes in connection therewith) in public offices, the payment or discharge of any taxes, counsel fees, maintenance fees, encumbrances or any other fees incurred in otherwise protecting, maintaining or preserving the TRADEMARKS, or in enforcing the terms of this AGREEMENT or in defending or prosecuting any actions or proceedings arising out of or related to the TRADEMARKS, shall be borne and paid by the PLEDGOR on demand by the SECURED PARTIES and until so paid shall be added to the principal amount of the OBLIGATIONS and shall bear interest at the highest rate in effect from time to time under the SECURED PARTY DOCUMENTS. Section 9. Notices. Notices that are required or permitted to be delivered hereunder shall be sufficient if in writing and sent to the addresses set forth in the SECURED PARTY DOCUMENTS, in the manner and within the time specified in the SECURED PARTY DOCUMENTS. Section 10. Further Assurances. The PLEDGOR shall promptly do, make, execute and deliver all such further and additional acts, things, deeds, assurances, instruments and documents considered reasonably necessary, appropriate or proper by the SECURED PARTIES to vest in, effectuate assure to the SECURED PARTIES their rights under this AGREEMENT or in any of the TRADEMARKS. The PLEDGOR hereby constitutes the SECURED PARTIES its attorney-in - -fact to execute and file all such additional instruments and documents for the foregoing purposes, including such filings with the United States Patent And Trademark Office or in any other office or place of public filings as the SECURED PARTIES deem to be necessary and appropriate, all lawful acts of such attorney being hereby ratified and confirmed; such power, being coupled with an interest, is irrevocable until the OBLIGATIONS have been satisfied in full and there exists no contingent or noncontingent commitment which could give rise to any OBLIGATIONS. Section 11. Amendment. The terms and conditions of this AGREEMENT may be modified, altered, waived, or amended only by a writing executed by the SECURED PARTIES consenting to the modification, alteration, waiver, or amendment. Section 12. Choice Of Law. This AGREEMENT shall be construed according to the laws of the Commonwealth of Massachusetts. All parties hereto consent to the jurisdiction and venue of the courts of the Commonwealth of Massachusetts in any action to enforce, construe or interpret this AGREEMENT. Section 13. Severability. If any of the provisions of this AGREEMENT are judicially determined to be in conflict with any law of the Commonwealth of Massachusetts or otherwise judicially determined to be unenforceable for any reason whatsoever, such provision shall be deemed null and void to the extent of such unenforceability but shall be deemed separable from and shall not invalidate any other provision of this AGREEMENT. Section 14. Successors And Assigns. The terms, covenants and conditions contained in this AGREEMENT shall inure to the benefit of the SECURED PARTIES and their respective successors and assigns, and shall be binding upon the PLEDGOR and its successors and assigns. Section 15. Waiver Of Jury Trial. The PLEDGOR and the SECURED PARTIES each agree that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by either party hereto or any successor or assign of either party hereto, with respect to this AGREEMENT, the SECURED PARTY DOCUMENTS, or any other document or agreement which in any way relates, directly or indirectly, to this AGREEMENT, the SECURED PARTY DOCUMENTS, the OBLIGATIONS or any event, transaction or occurrence arising out of or in any way connected with this AGREEMENT, the SECURED PARTY DOCUMENTS, any of the OBLIGATIONS, or the dealings of the parties with respect thereto, shall be tried only by a court, and not by a jury. THE PLEDGOR AND THE SECURED PARTIES HEREBY EXPRESSLY WAIVE ANY AND ALL RIGHTS TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. [Signatures Begin On The Following Page] IN WITNESS WHEREOF, the parties have executed this AGREEMENT as of the date first above written with the specific intention of creating an instrument under seal. PLEDGOR: PLYMOUTH RUBBER COMPANY, INC., A Massachusetts Corporation (SEAL) By: Maurice J. Hamilburg, President WITNESS/ATTEST: Print Name: ACKNOWLEDGMENT COMMONWEALTH OF MASSACHUSETTS, COUNTY OF _____________________: On this _____ day of October, 2002, before me appeared Maurice J. Hamilburg, to me personally known, who, being duly sworn (or affirmed), did say that he is the President of PLYMOUTH RUBBER COMPANY, INC., and that the corporation has no official seal, and that the foregoing instrument was signed in behalf of the corporation by authority of its Board of Directors, and said Maurice J. Hamilburg acknowledged said instrument to be the free act and deed of the corporation. (SEAL) Notary Public Print Name of Notary My Commission Expires: [Continued On The Following Page] 8 WITNESS/ATTEST: SECURED PARTIES: GENERAL ELECTRIC CAPITAL CORPORATION By: (SEAL) Kevin G. Wortman, Senior Vice President, Strategic Asset Financing Group Date: October ___, 2002 ACKNOWLEDGMENT STATE OF CONNECTICUT, COUNTY OF ____________, SS: On this _____ day of October, 2002, before me, ______________________, the undersigned officer, personally appeared Kevin G. Wortman, who acknowledged himself to be the Senior Vice President of GENERAL ELECTRIC CAPITAL CORPORATION, a corporation, and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such officer and as his and its free act and deed. In witness whereof I hereunto set my hand. Commissioner of the Superior Court Notary Public My Commission Expires: [Continued On The Following Page] WITNESS/ATTEST: THE CIT GROUP/EQUIPMENT FINANCING, INC. (SEAL) By: Name: Title: Date: December ___, 2002 ACKNOWLEDGMENT STATE OF ARIZONA, CITY/COUNTY OF TEMPE, TO WIT: I HEREBY CERTIFY that on this ____ day of December, 2002, before me, the undersigned Notary Public, personally appeared ____________________, and acknowledged him/herself to be the ________________ of THE CIT GROUP/EQUIPMENT FINANCING, INC., a ______________ corporation, and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of THE CIT GROUP/EQUIPMENT FINANCING, INC., by him/herself as _________________. IN WITNESS MY Hand and Notarial Seal. (SEAL) NOTARY PUBLIC Print Name Of Notary My Commission Expires: [Continued On The Following Page] 10 WITNESS/ATTEST: BANKNORTH, N.A. By: (SEAL) Name: Title: Date: October ___, 2002 ACKNOWLEDGMENT STATE OF __________________, CITY/COUNTY OF ______________________, TO WIT: I HEREBY CERTIFY that on this ____ day of October, 2002, before me, the undersigned Notary Public, personally appeared ____________________, and acknowledged him/herself to be the ________________ of BANKNORTH, N.A., a ______________________________, and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of BANKNORTH, N.A., by him/herself as _________________. IN WITNESS MY Hand and Notarial Seal. NOTARY PUBLIC (SEAL) Print Name Of Notary My Commission Expires: 11 EXHIBIT "A" Schedule Of Trademarks Trademark Reg. No. Reg. Date ASR 2156618 May 12, 1998 COLDTERM 2115123 November 25, 1997 PLYVOLT 1953338 January 30, 1996 BI-SEAL 1731097 November 10, 1992 PLYSTRAP 1596079 May 15, 1990 PLYCOM 1599609 June 5, 1990 PLYWRAP 1597423 May 22, 1990 GLF 1615713 October 2, 1990 REVERE 1745734 January 12, 1993 PLYMARK 1486135 April 26, 1988 BLUE MAX 1460033 October 6, 1987 BLUE MAX 1460032 October 6, 1987 SNAP-A-ROLL 1441112 June 2, 1987 CAMBRIDGE 1290988 August 21, 1984 PLYFLEX 1268979 March 6, 1984 PATRIOT 1213937 October 26, 1982 PLYSEAL 1216705 November 16, 1982 SNUB 'N DRY 1226707 February 8, 1983 STRESS-WRAP 1035348 March 9, 1976 PLYTUFF 0993734 September 24, 1974 PLYSAFE 0985376 June 4, 1974 PLYARC 0985375 June 4, 1974 PLYJOINT 0998102 November 12, 1974 PLYSIL 0994594 October 1, 1974 PLYSHIELD 0985374 June 4, 1974 PLYGLAS 0993000 September 10, 1974 PLYTERM 0992999 September 10, 974 BISHOP 0974290 December 4, 1973 BICAST 0810409 June 28, 1966 TRI-SIL 0810408 June 28, 1966 SLIPKNOT 0757661 October 1, 1963 PLYMCOTE 0729070 March 27, 1962 PLYMOUTH 0681763 July 14, 1959 PLYMOUTH 0681172 June 30, 1959 SLIPKNOT 0503216 October 19, 1948 12 EX-99 8 banknorth.txt EXHIBIT 99.6 Exhibit 99.6 MODIFICATION AGREEMENT THIS MODIFICATION AGREEMENT (this "Agreement") is made to be effective as of the ______ day of October 2002, by and between BANKNORTH LEASING CORP. ("Banknorth"), and PLYMOUTH RUBBER COMPANY, INC. (the "Borrower"). Banknorth is the holder by acquisition of Andover Capital Group, Inc. of secured collections (the "Loans") evidenced, respectively, by the following instruments: 1) Promissory Note dated November 25, 1998 in the original principal amount of $1,339,031.88, as modified, evidencing Loan No. M1026-01 2) Promissory Note dated June 30, 1999 in the original principal amount of $867,743.00, as modified, evidencing Loan No. M1026-02; 3) Promissory Note dated March 3, 2000 in the original principal amount of $810,249.90, as modified, evidencing Loan No. M1026-03; and 4) Promissory Note dated May , 2000 in the original principal amount of $161,313.39, as modified, evidencing Loan No. M1026-04. The Borrower has failed to make certain payments upon the Loans when the same have come due and, therefore, an event of default has occurred under each of the Notes and the related documents, (collectively, "Loan Documents"). Banknorth now has the right to exercise any one or more of the remedies available upon default, whether arising under the Notes or other Loan Documents or otherwise. The Borrower has requested that Banknorth waive such event of defaults and modify the schedules for the payments under the Notes and otherwise modify certain agreements of the Borrower as set forth herein. Subject to the terms and conditions set forth herein, Banknorth is willing to grant a limited waiver of the existing defaults under the Loan Documents and to modify certain agreements of the Borrower under the Loan Documents. This Agreement is made to set forth the terms applicable to such limited waivers and modifications. NOW, THEREFORE, in consideration of the premises, and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Borrower and Banknorth hereby agree as follows: 1. Waiver of Existing Defaults; Representation and Warranty of No Other Event of Default. Subject to the satisfaction of all of the conditions precedent set forth below, Banknorth agrees to waive the existing defaults; provided, however, that such waiver shall be a waiver only of the specific instances of existing defaults. Nothing contained herein shall be construed as a continuing waiver by Banknorth of any provisions of the Loan Documents as modified by this Agreement and nothing contained herein shall be construed as any agreement by Banknorth to grant any future waiver, indulgence, forbearance or other accommodation in the event of any future breach or default under any Loan Document. The Borrower represents and warrants to Banknorth that, except for the existing defaults, no other Events of Default have occurred and are continuing under any of the Loan Documents as of the date hereof, such that, after giving effect to the limited waivers and modifications provided herein, the Borrower shall be in full compliance with all of the provisions of the Loan Documents. 2. Acknowledgement of Obligations and Default. The Borrower acknowledges, represents and warrants that (a) each of the Notes and the other Loan Documents is the valid and binding obligation of the Borrower and is fully enforceable against the Borrower in accordance with all stated terms; (b) the duties of the Borrower to pay and perform its obligations under the Notes and the other Loan Documents are the absolute, unconditional obligations of the Borrower and are not subject to any set-off, defense or counterclaim; (c) (i) the Borrower's failure to pay the installments due under and on the payment dates; (ii) the Borrower's default under certain obligations owed to lenders other than Banknorth constitute events of default under the Notes on the Loan Documents and, as a result thereof, Banknorth is entitled, absent the waiver granted in this Agreement, to exercise any one or more of the default remedies available to Banknorth, whether arising under theNotes or the other Loan Documents or otherwise. THE BORROWER HEREBY UNCONDITIONALLY REAFFRIMS AND RATIFIES ALL OBLIGATIONS OWED BY THE BORROWER PURSUANT TO THE TERMS OF THE NOTES AND THE LOAN DOCUMENTS, AS HEREBY MODIFIED. 3. Acknowledgement of Outstanding Balance of Loans. The Borrower acknowledges the aggregate unpaid principal balance of the Loan as of October 1, 2002 is $2,227,783.33 and is allocated among the Loans as set forth below: Loan Balance M1026-01 $794,623.78 M1026-02 $617,739.69 M1026-03 $676,205.34 M1026-04 $139,214.52 4. Security. The obligations of the Borrower to repay the Loans and perform all of the other duties of the Borrower under the Notes and the other Loan Documents shall continue to be secured by the liens, assignments, and security interests described and provided for in the Loan Documents, none of which shall be impaired by anything contained in this Agreement and all of which are hereby ratified and confirmed by the Borrower. The Borrower represents and warrants that the security interests in the collateral ("Collateral") secures the Loans shall continue to constitute perfected, first priority security interests in the Collateral in accordance with the terms stated in the Loan Documents. 5. Modification of Payment Schedules. The terms of the Notes are hereby modified so that remaining balances shall be payable monthly beginning November 1, 2002 and continuing on the first day of each month thereafter until maturity. For the period of November 1, 2002 through and including June 1, 2003, the aggregated amount of the monthly payments shall be Twenty Five Thousand Dollars ($25,000.00). For the period July 1, 2003 through and including June 1, 2004 the aggregated amount of the monthly payments shall be Forty Thousand Dollars ($40,000.00). For the period July 1, 2004 through and including June 1, 2006 the aggregated amount of the monthly payments shall be Forty Five Thousand Dollars ($45,000.00). For the period July 1, 2006 through and including June 1, 2007 the aggregated amount of the monthly payments shall be Fifty Thousand Dollars ($50,000.00). For the period July 1, 2007 through and including April 1, 2008 the aggregated amount of the monthly payments shall be Sixty Thousand Dollars ($60,000.00). On May 1, 2008, the entire remaining outstanding principal balance, together with all interest accrued thereon, shall be due and payable in full. 6. Modification of Maturity Date. The remaining balance due under the Loans shall be due and payable on August 1, 2008. 7. Modification of Interest Rate. The Notes are hereby modified so that the remaining balances of the Loans shall accrue at an interest rate of Nine and One Half Percent (9.50%) per annum beginning November 1, 2002. 8. Restructuring Fee. Upon the execution and delivery of this Agreement, Banknorth shall be paid a restructuring fee of One Percent of the outstanding balance from the Borrower in the amount of $22,275.00. 9. Deletion of Financial Covenants. The Parties hereby agree to delete all of the Financial Covenants. 10. No Other Modifications of Loan Documents. Except as specifically stated in this Agreement, the Notes and other Loan Documents have not been amended, modified or changed in any respect. Without limiting the foregoing, nothing herein shall be construed as a waiver or modification of any provision providing for default remedies in favor of Banknorth if any further default occurs under any of the Notes or other Loan Documents, including the right to accelerate the maturity of the Loans. 11. Further Assurances. The Borrower agrees to execute and deliver to Banknorth such other and further documents as may from time to time, be reasonably requested by Banknorth in order to execute or enforce the terms and conditions of this Agreement or any of the Loan Documents. 12. No Novation; No Refinance. It is the intention of the parties that nothing contained in this Agreement shall be deemed to effect or accomplish or otherwise constitute a novation of any of the obligations or duties owed by the Borrower to Banknorth or of any of the Notes or other Loan Documents or to be a refinance of the Loans. Except as specifically provided herein, nothing contained herein is intended to extinguish, terminate or impair any of the duties or obligations owed by the Borrower to Banknorth. 13. Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable against each of the parties and their respective successors and assigns. 14. Choice of Law; Consent to Jurisdiction; Agreement to Venue. This Agreement shall be construed, performed and enforced and its validity and enforceability determined in accordance with the laws of the State of Massachusetts. The Borrower consents to the jurisdiction of any state or federal court located in the State of Massachusetts. The Borrower waives any right to object to the maintenance of a suit in any of the state or federal courts of the State of Massachusetts on the basis of improper venue or inconvenience of forum. 15. Amendments. This Agreement may be amended only by a writing executed by all of the Parties. 16. Time. Time is of the essence of this Agreement. 17. No Oral or Implied Waiver. No failure or delay by Banknorth in the exercise or enforcement of any of its rights under any Loan Document shall be a waiver of such right or remedy nor shall a single or partial exercise or enforcement thereof preclude any other or further exercise or enforcement thereof or the exercise or enforcement of any other right or remedy. Banknorth may at any time or from time to time waive all or any rights under this Agreement any of the Note or any of the other Loan Documents, but any such waiver must be specific and in writing and no such waiver shall constitute, unless specifically so expressed by Banknorth in writing, a future waiver of performance or exact performance by the Borrower. No notice to or demand upon the Borrower in any instance shall entitle the Borrower to any other or further notice or demand in the same, similar or other circumstance. 18. Obligations Unconditional. The obligations of the Borrower set forth in this Agreement and as required by the terms of the Notes or the other Loan Documents are absolute and unconditional, and are independent of any defense or rights of set-off, recoupment or counterclaim which the Borrower might have against Banknorth. The Borrower agrees that all payments required hereunder or by the Notes or other Loan Documents shall be made free of any deductions and without abatement, diminution or set-off. 19. Release. In order to induce Banknorth to enter into this Agreement, the Borrower forever releases and discharges Banknorth and Banknorth's officers, directors, employees, attorneys and agents (collectively the "Released Parties") from any and all claims, causes of action, suits and damages (including claims for attorneys fees and costs) which the Borrower ever had or may now have against any of the Released Parties arising out of or related in any way to the loans, the Notes or the other Loan Documents, or the collateral for the loans or the administration thereof, whether known or unknown, including but not limited to any and all claims based upon or relying on any allegations or assertions of duress, illegality, unconscionability, bad faith, breach of contract, regulatory violations, negligence, misconduct, or any other tort, contract or regulatory claim of any kind or nature. This release is intended to be final and irrevocable and is not subject to the satisfaction of any conditions of any kind. 20. Waiver of Jury Trial. Each of the Parties agrees that any suit, action or proceeding, whether claim or counterclaim, brought or instituted by any party, or any successor or assign of any party, on or with respect to this Agreement, the Loans (or the administration thereof), or any of the Notes or the other Loan Documents, or which in any way relates, directly or indirectly to the obligations of any party to any other party, or the dealings of the parties with respect thereto, shall be tried by a court and not by a jury. Each of the parties hereby expressly waives any right to a trial by jury in any such suit, action or proceeding. IN WITNESS WHEREOF, the Parties have executed this Agreement with the specific intention of creating a document under seal as of the date first above written. WITNESS BORROWER: Plymouth Rubber Company, Inc., A Massachusetts Corporation ____________________________ ________________________________ By: Joseph J Berns, Vice President BANKNORTH LEASING CORPORATION ____________________________ ________________________________ Dana P. Wedge, Senior Vice President EX-99 9 mtg.txt EXHIBIT 99.7 Exhibit 99.7 Prepared by, recording requested by, and after recording, return to: James M. Smith, Esquire Gebhardt & Smith LLP 401 E. Pratt Street, 9th Floor Baltimore, Maryland 21202 THE RIGHTS OF THE MORTGAGEES UNDER THIS MORTGAGE AND ASSIGNMENT OF LEASES AND RENTS ARE SUBJECT TO AND GOVERNED BY THE TERMS OF A SUBORDINATION AGREEMENT OF EVEN DATE HEREWITH BY AND BETWEEN THE MORTGAGEES AND LASALLE BANK NATIONAL ASSOCIATION. MORTGAGE AND ASSIGNMENT OF LEASES AND RENTS (Massachusetts) THIS MORTGAGE AND ASSIGNMENT OF LEASES AND RENTS (AMORTGAGE@) is made as of October ___, 2002, by PLYMOUTH RUBBER COMPANY, INC., a Massachusetts corporation, whose address is 104 Revere Street, Canton, Massachusetts 02021-2996 ("MORTGAGOR"), to and for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), whose address is 44 Old Ridgebury Road, Danbury, Connecticut 06810, CIT EQUIPMENT FINANCING, INC. ("CIT"), whose address is 1540 Fountainhead Parkway, Tempe, Arizona 85282; and BANKNORTH, N.A. ("BANKNORTH"), whose address is One Portland Square, Portland, Maine 04112-9540. Hereafter, GE CAPITAL, CIT and BANKNORTH are collectively referred to as the "MORTGAGEES." RECITALS GE CAPITAL is the holder, individually and as agent, of the term loans (collectively, the "GE LOANS") that have been extended to the MORTGAGOR and are evidenced, respectively, by the following instruments (collectively, the "GE NOTES") with the following maturity dates: (i) Promissory Note from the MORTGAGOR as maker dated December 3, 1997, as modified, in the originally stated principal amount of $4,050,000 and an unpaid principal balance as of October 1, 2002 of $2,484,607.43, with interest accruing thereon at the rate of eight and 54/100's percent (8.54%) per annum and a final maturity date of October 1, 2005; (ii) Promissory Note from the MORTGAGOR as maker dated April 13, 1998, as modified, in the originally stated principal amount of $3,710,000 and an unpaid principal balance as of October 1, 2002 of $1,789,992.18, with interest accruing thereon at the rate of eight and 4/100's percent (8.04%) per annum and a final maturity date of October 1, 2005; (iii) Promissory Note from the MORTGAGOR as maker dated November 12, 1998, as modified, in the originally stated principal amount of $450,000 and an unpaid principal balance as of October 1, 2002 of $216,300.99, with interest accruing thereon at the rate of seven and 75/100's percent (7.75%) per annum and a final maturity date of October 1, 2005; (iv) Promissory Note from the MORTGAGOR as maker dated December 30, 1999, as modified, in the originally stated principal amount of $550,000 and an unpaid principal balance as of October 1, 2002 of $430,958.91, with interest accruing thereon at the rate of eight and 75/100's percent (8.75%) per annum and a final maturity date of October 1, 2005; (v) Promissory Note from the MORTGAGOR as maker dated June 5, 2000, as modified, in the originally stated principal amount of $1,469,978.50 and an unpaid principal balance as of October 1, 2002 of $1,291,525.78, with interest accruing thereon at the rate of nine and 56/100's percent (9.56%) per annum and a final maturity date of October 1, 2005; and (vi) Promissory Note from the MORTGAGOR as maker dated August 24, 2000, as modified, in the originally stated principal amount of $1,104,077 and an unpaid principal balance as of October 1, 2002 of $999,226.07, with interest accruing thereon at the rate of eight and 9805/10,000's percent (8.9805%) per annum and a final maturity date of October 1, 2005. BANKNORTH is the holder of the term loans (collectively, the "BANKNORTH LOANS") that have been extended to the MORTGAGOR and are evidenced, respectively, by the following instruments (collectively, the "BANKNORTH NOTES") with the following maturity dates: (i) Promissory Note from the MORTGAGOR as maker dated November 25, 1998, as modified, in the originally stated principal amount of $1,339,031.88 and an unpaid principal balance as of October 1, 2002 of $794,623.78 with interest accruing thereon at the rate of seven and 10/100's percent (7.10%) per annum and a final maturity date of August 1, 2008; (ii) Promissory Note from the MORTGAGOR as maker dated June 30, 1999, as modified, in the originally stated principal amount of $867,743.00 and an unpaid principal balance as of October 1, 2002 of $617,739.69, with interest accruing thereon at the rate of eight and 39/100's percent (8.39%) per annum and a final maturity date of August 1, 2008; (iii) Promissory Note from the MORTGAGOR as maker dated March 3, 2000, as modified, in the originally stated principal amount of $810,249.90 and an unpaid principal balance as of October 1, 2002 of $676,205.34, with interest accruing thereon at the rate of nine and 11/100's percent (9.11%) per annum and a final maturity date of August 1, 2008; and (iv) Promissory Note from the MORTGAGOR as maker dated on or about May 3, 2000, as modified, in the originally stated principal amount of $161,313.39 and an unpaid principal balance as of October 1, 2002 of $139,214.52, with interest accruing thereon at the rate of nine and 5/100's percent (9.05%) per annum and a final maturity date of August 1, 2008. CIT is an equipment lessor to the MORTGAGOR by assignment to CIT of: (a) Equipment Lease Schedule No. Five (CIT No. 65169) dated as accepted by the Lessor thereunder on November 20, 1997 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the MORTGAGOR and Champion Credit Corporation, with respect to which the aggregate amount of rental payments as of October 1, 2002 remaining to be paid thereunder is $198,127.09, and the final rental payment is due on March 1, 2003; and (b) the Equipment Lease Schedule No. Eight (CIT No. 81488) dated as accepted by the Lessor thereunder June 12, 1998 to a Master Equipment Lease Agreement (No. 941229DIR) dated as accepted by the Lessor thereunder on April 25, 1995 by and between the MORTGAGOR and Champion Credit Corporation, with respect to which the aggregate amount of unpaid principal payments as of October 1, 2002 remaining to be paid thereunder is $288,103.51, and the final rental payment is due on December 1, 2003 (collectively, the "CIT LEASES"). Hereafter, the GE LOANS and the BANKNORTH LOANS are collectively referred to as the ALOANS,@ and all agreements, instruments and documents, including without limitation, the GE NOTES, the BANKNORTH NOTES, the CIT LEASES, and all loan agreements, pledges, collateral schedules, security agreements, assignments, financing statements, and all other written matter, and all amendments and modifications thereto executed by or on behalf of the MORTGAGOR to evidence, secure or otherwise document the LOANS or the CIT LEASES, are collectively referred to as the "MORTGAGEE DOCUMENTS." As used in this MORTGAGE, the term "OBLIGATIONS" means collectively all duties and obligations of payment and performance owed from time to time by the MORTGAGOR to any of the MORTGAGEES in connection with the LOANS or the CIT LEASES or any of the MORTGAGEE DOCUMENTS, including the duties of the MORTGAGOR to: (a) pay to GE CAPITAL, individually and as agent, and to BANKNORTH, respectively, all principal and interest amounts upon the LOANS owing to GE CAPITAL, individually and as agent, and to BANKNORTH in accordance with the terms of the MORTGAGEE DOCUMENTS; (b) pay to CIT all rental payments and other sums due to CIT in connection with the CIT LEASES; (c) perform all duties, covenants and agreements of the MORTGAGOR required by the terms of this MORTGAGE or the MORTGAGEE DOCUMENTS; and (d) pay all costs, fees, commissions and expenses of the MORTGAGEES in enforcing this MORTGAGE, or any of the MORTGAGEE DOCUMENTS. The MORTGAGEES have entered into a Subordination Agreement ("SUBORDINATION AGREEMENT") intended to be of even date herewith with LaSalle Bank National Association ("LASALLE"), pursuant to which the MORTGAGEES have agreed to subordinate their rights under this MORTGAGE to certain lien and enforcement rights of LASALLE. NOW, THEREFORE, in consideration of the foregoing premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the MORTGAGOR hereby agrees as follows for the benefit of the MORTGAGEES: GRANT To secure the full and absolute payment and performance of the OBLIGATIONS, the MORTGAGOR grants, pledges, assigns, transfers and conveys to the MORTGAGEES all of those lots of ground situated and lying in the Town of Canton, County of Norfolk, Commonwealth of Massachusetts, commonly known as 104 Revere Street, and more particularly described on Exhibit A attached hereto and made a part hereof (collectively, the "LAND"). TOGETHER WITH all buildings, structures, and improvements, and all replacements thereof, now or hereafter existing on or to be erected upon the LAND (collectively, "IMPROVEMENTS"). The LAND and IMPROVEMENTS are collectively referred to as the "REAL PROPERTY." AND TOGETHER WITH all plant, equipment, apparatus, machinery, fittings, appliances, furniture, furnishings, fixtures and other chattels and personal property and replacements thereof, owned by the MORTGAGOR and now or at any time hereafter affixed or attached to, incorporated in, placed upon the REAL PROPERTY, including by way of example and not by way of limitation, all lighting, heating, ventilating, air conditioning, incinerating, sprinkling, laundry, lifting and plumbing fixtures and equipment, water and power systems, loading and unloading equipment, burglar alarms and security systems, fire prevention and fire extinguishing systems and equipment, engines, boilers, ranges, refrigerators, stoves, furnaces, oil burners or units, communication systems and equipment, dynamos, transformers, motors, tanks, electrical equipment, elevators, escalators, cabinets, partitions, ducts, compressors, switchboards, storm and screen windows and doors, pictures, sculptures, awnings and shades, signs and shrubbery; as well as all building and construction materials and supplies of every kind, nature and description owned by the MORTGAGOR and located on, at, or about the REAL PROPERTY, whether or not yet incorporated into any building, structure, or improvement, or located elsewhere and not as yet delivered to the REAL PROPERTY, which are intended to be used for the purpose of erecting, renovating, restoring, or repairing any building, structure, or improvement on the REAL PROPERTY, including by way of example and not by way of limitation, all steel, iron, concrete, sheet rock and plaster board, screws, paint, plaster, plastics, insulation, fiberglass, wood and wood products, glass, bricks, mortar, masonry, pipes, wiring, linoleum and tile and other floor and wall coverings, roofing and roofing materials, framing and molding (collectively, "PERSONALTY"), all of which the MORTGAGOR declares to be fixtures and permanent additions to the REAL PROPERTY. AND TOGETHER WITH all plans and specifications, surveys and surveyor's reports, engineer's and architect's reports, diagrams and drawings, all licenses, permits and approvals and applications therefor from governmental authorities, service contracts, books, records, reports, accounting records, invoices, change orders, correspondence, diagrams, drawings, schematics, sales and promotional literature and forms, advertising materials and the like, wherever located and whenever created, compiled, or made with respect to the construction, leasing, use or occupancy of the IMPROVEMENTS, the REAL PROPERTY or any portion thereof. AND TOGETHER WITH all easements, rights, privileges, and appurtenances thereunto belonging or in any way appurtenant to the REAL PROPERTY, whether now existing or hereafter acquired. AND TOGETHER WITH all mineral rights, and mining rights, as well as all minerals, sand, gravel, soil and the like (including oil and gas) which have not been extracted from the LAND. AND TOGETHER WITH all rights, benefits, profits, rents, and monies payable under, by reason of, or with respect to any restrictive covenants, easements, agreements applicable to the REAL PROPERTY or adjoining lands, or contracts of sale with respect thereto, and all proceeds and products thereof, with the right to: (a) collect any sums of money at any time payable to the MORTGAGOR in consequence of such rights and benefits, including the release, modification, or amendment thereof, for application to the OBLIGATIONS; and (b) utilize any collection or enforcement rights or remedies to collect the same which may be available to the MORTGAGOR under law. AND TOGETHER WITH: (a) all of the proceeds of the voluntary or involuntary conversion of the aforementioned property or any part of the aforementioned property into cash or liquidated claims, whether by way of condemnation, insured casualty, judgment or otherwise, as well as a security interest which is hereby granted to the MORTGAGEES in the same; (b) all rents, profits, and benefits, including any deposits of tenants to secure payment of the same and performance of the terms and conditions of any oral or written lease, with respect to the leasing of all or any portion of the REAL PROPERTY (each such lease is referred to herein as a "LEASE" and any and all rents, profits or other benefits payable under any LEASE are collectively referred to herein as "RENTS"), with the right to collect the RENTS during any continuing "EVENT OF DEFAULT" (as hereafter defined) for application to the OBLIGATIONS and to utilize any collection or enforcement rights or remedies which may be available to the MORTGAGOR under law or any LEASE, but without any duty or obligation to perform on behalf of the MORTGAGOR any of the MORTGAGOR'S duties or obligations to any lessee under any LEASE (each such lessee is referred to herein as a "LESSEE"); and (c) all revenues and profits, accounts receivable and contract rights, including any deposits of purchasers, with respect to any contract of sale for the sale of any of the aforementioned property, including without limitation any contract for the sale of all or any part of the REAL PROPERTY, with the right to collect the same during any continuing EVENT OF DEFAULT for application to the OBLIGATIONS and to utilize any collection or enforcement rights or remedies which may be available to the MORTGAGOR under law or any contract of sale, but without any duty or obligation to perform on behalf of the MORTGAGOR any of the MORTGAGOR'S duties or obligations with respect thereto. AND TOGETHER WITH: (a) an irrevocable easement to enter on and upon the REAL PROPERTY at any time and from time to time for the purpose of making such audit tests, inspections, and examinations, including subsurface exploration and testing, as the MORTGAGEES, in their reasonable discretion, deem necessary to determine whether the ownership, use, and operation of the REAL PROPERTY and the conduct of the activities engaged in thereon are in compliance with applicable environmental laws and regulations; and (b) the right from time to time to inspect and copy all of the MORTGAGOR'S records relating to environmental matters and to enter all buildings or facilities of the MORTGAGOR for such purpose. AND TOGETHER WITH all of the MORTGAGOR'S books and records with respect to any of the foregoing, including without limitation books and records with respect to environmental matters, whether located at the REAL PROPERTY or elsewhere, whether in the possession of the MORTGAGOR or some third party (including any federal, state, or local agency or instrumentality), and whether written, photographic, or computerized. All of the aforementioned REAL PROPERTY, PERSONALTY, and other rights and benefits and all other property described in the above stated granting clauses of this MORTGAGE are collectively referred to herein as the "SECURED PROPERTY." To the extent that any items of SECURED PROPERTY are not or have not yet become fixtures and permanent additions to and a part of the REAL PROPERTY, and are instead personal property, the MORTGAGOR grants and conveys to the MORTGAGEES a continuing security interest under MASS. GEN. LAWS ch. 106 sections 9-101 to 9-709 (2002) ("UNIFORM COMMERCIAL CODE"), in all of such items of personal property and the proceeds and products thereof, as well as in all substitutions, renewals and replacements thereof and in all of such items hereafter acquired and constituting after acquired property. TO HAVE AND TO HOLD the SECURED PROPERTY to the MORTGAGEES, and the MORTGAGEES' successors and assigns, in fee simple forever. IN TRUST, for the benefit and security of the MORTGAGEES to secure the full, complete, timely and absolute payment, performance, completion, and satisfaction of each of the OBLIGATIONS, whether such OBLIGATIONS are existing or hereafter arising; provided, however, that if all of the OBLIGATIONS are duly paid, performed, completed and satisfied, the MORTGAGEES shall release and reconvey the SECURED PROPERTY to the MORTGAGOR or shall otherwise terminate this MORTGAGE, at the sole cost and expense of the MORTGAGOR. This MORTGAGE shall not be deemed void, terminated or released until a written release is executed and delivered by all of the MORTGAGEES. ARTICLE 1 REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS OF THE MORTGAGOR The MORTGAGOR represents, warrants, covenants and agrees as follows: Section 1.1. Payment Of Obligations. The MORTGAGOR shall pay punctually all OBLIGATIONS when and as due. Section 1.2. Performance. The MORTGAGOR shall fully perform all duties required by the terms and conditions of the MORTGAGEE DOCUMENTS, as modified or amended from time to time. Section 1.3. Impositions. The MORTGAGOR shall pay and discharge, when and as due: (a) all taxes of every kind and nature, including without limitation all real property taxes and all personal property taxes; (b) all general and special assessments and levies; (c) all water, sewer and other utility charges, rents, and assessments; and (d) any and all other public charges, dues, levies, impositions, or assessments of a like or different nature, imposed upon or assessed against the SECURED PROPERTY or the rents, issues, income or profits thereof, and which are or may become liens against the same, as well as any ground rent to which the REAL PROPERTY may be subject (all of the foregoing items described in clauses (a), (b), (c) and (d) are collectively referred to herein as AIMPOSITIONS@). The MORTGAGOR shall not permit to exist any lien or security interest for any IMPOSITION other than (i) liens for taxes, assessments, levies, fees, rents, ground rents, and public charges not yet delinquent, and (ii) liens and security interests to which the MORTGAGEES have specifically and in writing consented and with respect to which the MORTGAGOR has paid currently all sums secured thereby. The MORTGAGOR, promptly upon the request of the MORTGAGEES, shall deliver to the MORTGAGEES receipts evidencing the payment of all IMPOSITIONS. Section 1.4. Insurance. The MORTGAGOR shall maintain fire and casualty insurance upon the SECURED PROPERTY in amounts reasonably acceptable to the MORTGAGEES. Subject and subordinate to the rights of LASALLE under the SUBORDINATION AGREEMENT, the MORTGAGEES shall be named as loss payees and mortgagees with respect to such casualty insurance. Section 1.5. Advancements. If the MORTGAGOR fails to perform any of the covenants contained in this MORTGAGE or in any MORTGAGEE DOCUMENT, or to protect or preserve the SECURED PROPERTY or the status and priorities of the liens and security interests established or evidenced by the MORTGAGEE DOCUMENTS, the MORTGAGEES, after five (5) calendar days advance notice to the MORTGAGOR, may make advances on behalf of the MORTGAGOR for such purposes, and all sums so advanced shall upon advancement become a lien and security interest upon the SECURED PROPERTY and shall be secured by this MORTGAGE. The contrary notwithstanding, if in the MORTGAGEES' reasonable discretion, the value or security of the SECURED PROPERTY, or the status or the priority of the MORTGAGEES' liens and security interests thereon, is in immediate peril, the MORTGAGEES shall be required to provide only one (1) calendar day advance notice to the MORTGAGOR prior to making such advances. The MORTGAGOR shall repay on demand all sums so advanced on the MORTGAGOR'S behalf, plus any reasonable expenses or costs incurred by the MORTGAGEES, including without limitation reasonable attorney=s fees, with interest thereon at the rate of fifteen percent (15%) per annum. The provisions of this Section shall not be construed to prevent the institution of foreclosure or other rights and remedies of the MORTGAGEES upon the occurrence of an EVENT OF DEFAULT. The contrary notwithstanding, the authorization contained in this Section shall impose no duty or obligation on the MORTGAGEES to perform any action or make any advancement on behalf of the MORTGAGOR and is for the sole benefit and protection of the MORTGAGEES. Section 1.6. Condition And Use Of Improvements. The MORTGAGOR agrees that MORTGAGOR will comply with all aspects of the AMortgage Covenants@ (as that term is commonly defined in the general or local laws of the Commonwealth of Massachusetts). The MORTGAGOR shall not abandon the SECURED PROPERTY at any time, nor commit any waste on the SECURED PROPERTY, nor make any change in the use of the SECURED PROPERTY, which will in any way increase any ordinary fire or other hazard insurance risk arising out of the operation of, or the construction of IMPROVEMENTS on, the SECURED PROPERTY. The MORTGAGOR shall maintain and keep the SECURED PROPERTY in good operating order and condition at all times and shall promptly make, from time to time, all repairs, renewals, replacements, additions, and improvements in connection therewith which are needed or desirable. The IMPROVEMENTS shall not be removed, demolished or substantially altered, nor shall any PERSONALTY be removed therefrom, without the prior written consent of the MORTGAGEES, except where appropriate replacements are immediately made of a value at least equal to the value of the PERSONALTY removed. The MORTGAGOR shall permit the MORTGAGEES, or their respective agents or employees, at all reasonable times to enter and inspect the SECURED PROPERTY. Section 1.7. Title To Real Property; Permitted Liens. The MORTGAGOR warrants to the MORTGAGEES that as of the date hereof the MORTGAGOR has good and marketable title to the SECURED PROPERTY free and clear of any and all liens, charges, restrictions, encumbrances, security interests and adverse claims whatsoever, other than liens, charges, restrictions, encumbrances or security interests (collectively, "PERMITTED LIENS") which secure: (a) LASALLE, or (b) any successor or replacement lender to LASALLE up to a secured amount of Two Million Dollars ($2,000,000.00) in the event that the LASALLE credit facilities are refinanced. Once the liens of LASALLE on the Secured Property have been discharged, MORTGAGEES shall, on request, subordinate the lien of this MORTGAGE to a lien up to the amount of Two Million Dollars ($2,000,000.00) to secure new loans to the MORTGAGOR. The MORTGAGOR covenants and agrees that, at all times until the full payment, performance and satisfaction of the OBLIGATIONS, the MORTGAGOR shall (i) maintain good and marketable title to the SECURED PROPERTY free and clear of any and all liens, charges, restrictions, encumbrances, security interests and adverse claims whatsoever, excepting only PERMITTED LIENS and any subordinate liens on the SECURED PROPERTY which are consented to in writing by the MORTGAGEES from time to time, (ii) take all steps and do all things necessary to establish, protect, preserve, and maintain the priorities and status of the liens and security interests in the SECURED PROPERTY established or intended to be established by the MORTGAGEE DOCUMENTS; and (iii) forever warrant and defend the MORTGAGOR'S title to the SECURED PROPERTY and the validity and priorities of the liens and security interests of the MORTGAGEE DOCUMENTS against the claims of any and all other persons. The MORTGAGOR agrees that the MORTGAGOR will execute such other and further assurances as may be required by the MORTGAGEES. Section 1.8. Transfer Or Encumbrance. Title to all or any portion of the SECURED PROPERTY shall not be acquired by any person or entity other than the MORTGAGOR, by voluntary or involuntary conveyance, transfer, grant or assignment, by operation of law, or in any other manner, or, except for PERMITTED LIENS, become encumbered or charged with a lien or security interest of any kind or variety, whether voluntary or involuntary, including any mechanic's or materialman's lien or judgment lien, without the prior written consent of the MORTGAGEES. Section 1.9. Condemnation. The MORTGAGOR shall promptly notify the MORTGAGEES of: (a) the institution of any proceedings for the condemnation of the SECURED PROPERTY or any portion thereof; or (b) any offer by any governmental authority, public utility or other PERSON having the power to exercise any right or power of condemnation, to purchase the SECURED PROPERTY or any portion thereof in lieu of the institution of condemnation proceedings. The MORTGAGOR shall promptly provide to the MORTGAGEES copies of all pleadings and papers filed in any condemnation or other proceedings involving the SECURED PROPERTY. Subject and subordinate to the rights of LASALLE, the MORTGAGEES may participate in any such proceedings and the MORTGAGOR from time to time shall deliver to the MORTGAGEES all instruments requested by them to permit such participation. All condemnation awards and other compensation are hereby assigned by the MORTGAGOR to the MORTGAGEES, and, subject to the terms of the SUBORDINATION AGREEMENT, upon receipt shall be paid to the MORTGAGEES for application to the OBLIGATIONS. The MORTGAGEES shall be under no obligation to question or contest the amount of any proposed condemnation award or compensation. The MORTGAGEES shall have the right to have their interests represented in any condemnation proceedings by counsel selected by them at the sole expense of the MORTGAGOR. Section 1.10. Estoppel Certificate. The MORTGAGOR, upon written notice from the MORTGAGEES, shall deliver to the MORTGAGEES, within ten (10) calendar days of the giving of notice, a written statement, duly acknowledged, setting forth the amount of principal, interest, penalty, and other charges or assessments due the MORTGAGEES as of the notice date and whether any offsets or defenses exist against any of the same. Section 1.11. Zoning, Environmental, Etc.; Restrictive Covenants. The MORTGAGOR shall comply in all material respects in the use and ownership of the SECURED PROPERTY with all applicable laws, rules and regulations of any federal, state, and local governmental authorities having jurisdiction over the SECURED PROPERTY, including but not limited to all zoning, subdivision, environmental and use, and development laws, rules and regulations. The MORTGAGOR shall further comply with all restrictions, covenants, easements, set backs and other limitations on the use of the SECURED PROPERTY contained in documents of public record. Section 1.12. Security Agreement. This MORTGAGE is intended to constitute a security agreement from the MORTGAGOR to the MORTGAGEES in accordance with the UNIFORM COMMERCIAL CODE. The MORTGAGOR agrees to execute and deliver to the MORTGAGEES for filing with the appropriate filing offices such financing and continuation statements as may be required by the MORTGAGEES to perfect or continue as perfected the security interests created by this MORTGAGE. The MORTGAGOR hereby irrevocably appoints the MORTGAGEES, or any officer or agent thereof, as the MORTGAGOR'S attorney-in-fact for the purpose of executing on behalf of the MORTGAGOR any such financing or continuation statements which are not executed on a timely basis by the MORTGAGOR. The power of attorney granted by the MORTGAGOR to the MORTGAGEES is intended to be a power of attorney coupled with an interest. Section 1.13. Status. The MORTGAGOR shall maintain its organizational status and qualification to do business in accordance with all applicable laws. Section 1.14. Assignment Of Leases And Rents. 1.14.1. Assignment. Subject and subordinate to the rights of LASALLE under the SUBORDINATION AGREEMENT, the MORTGAGOR hereby absolutely, unconditionally, and irrevocably assigns to the MORTGAGEES: (a) all present and future LEASES; and (b) all RENTS and other sums payable with respect to the LEASES, including but not limited to any and all fees, charges, reimbursements, insurance proceeds, option payments, payments made in consequence of any defaults by any LESSEES or in settlement, compromise or satisfaction of any obligations of a LESSEE due the MORTGAGOR as a result or in consequence of the LEASES and further including all claims and rights to the payment of money at any time arising in connection with any of the LEASES or breaches of any of the LEASES, or rejections of any of the LEASES by any LESSEE thereunder or trustee of such LESSEE under any federal or state bankruptcy or insolvency laws, all rights to recover damages arising out of any of such breaches or rejections, all rights to take charges payable by such LESSEE or trustee of such LESSEE with respect to the portion of the REAL PROPERTY covered by the LEASE following the entry of an order for relief, liquidation or otherwise under any federal or state bankruptcy or insolvency laws with respect to the LESSEE and all RENTS and other charges outstanding under the LEASE as of the date of the entry of any such order. The MORTGAGOR shall have a license to collect and retain the RENTS until the occurrence of an EVENT OF DEFAULT. During the continuance of any EVENT OF DEFAULT, but subject to the terms of the SUBORDINATION AGREEMENT, all RENTS and other sums payable under the LEASES shall be paid to the MORTGAGEES. 1.14.2. Termination Of Assignment. All rights of the MORTGAGEES in or to the LEASES and the RENTS shall end immediately upon full satisfaction by the MORTGAGOR of all of the OBLIGATIONS. The execution and recordation among the land records of a deed of release of this MORTGAGE shall automatically and without the execution or recordation among the land records of a specific and separate release or reassignment by the MORTGAGEES be a release and reassignment of the assignment made hereunder. 1.14.3. Mortgagees Have No Obligation To Perform Under Leases. The MORTGAGEES shall have no obligation to the MORTGAGOR or to any LESSEE to perform the MORTGAGOR'S obligations under any LEASE. The MORTGAGOR agrees to indemnify and hold the MORTGAGEES harmless from, and to reimburse the MORTGAGEES for all attorneys' fees reasonably incurred by the MORTGAGEES in connection with, any attempts by any LESSEE to force or compel the MORTGAGEES to meet the MORTGAGOR'S obligations to such LESSEE. The MORTGAGOR further covenants and agrees to satisfy and fulfill all of the MORTGAGOR'S obligations under the LEASES in accordance with the terms and provisions thereof. 1.14.4. Statutory Condition. This MORTGAGE is made upon the "Statutory Condition" (as that term is commonly defined in the general or local law of the Commonwealth of Massachusetts). ARTICLE 2 EVENTS OF DEFAULT The occurrence of any of the following events shall constitute an event of default ("EVENT OF DEFAULT") under this MORTGAGE and shall entitle the MORTGAGEES to exercise all rights and remedies provided in Article 3 hereof: Section 2.1. Failure To Pay Or Perform Obligations. A failure by the MORTGAGOR to pay or perform any of the OBLIGATIONS, when and as due and after the expiration of any applicable note and cure rights. The occurrence of any event or condition defined as a "Default" or an "Event Of Default" in any MORTGAGEE DOCUMENT shall be an EVENT OF DEFAULT under this MORTGAGE. Section 2.2. Involuntary Bankruptcy. The filing of a petition by one or more creditors of the MORTGAGOR seeking: (a) the entry of a decree or order for relief by a court having jurisdiction against or with respect to the MORTGAGOR in an involuntary case under 11 U.S.C. ' 101, et seq., as amended (the "UNITED STATES BANKRUPTCY CODE") or any state insolvency or similar laws ordering the liquidation of the MORTGAGOR; or (b) a reorganization of the MORTGAGOR or the MORTGAGOR'S business and affairs or the appointment of a receiver, liquidator, assignee, custodian, trustee, or similar official for the MORTGAGOR or any of the MORTGAGOR'S property, including but not limited to the SECURED PROPERTY. The contrary notwithstanding, if the MORTGAGOR obtains an unconditional dismissal of any such petition within ninety (90) days from the date of filing, the MORTGAGOR as of the date of dismissal shall be considered to have cured the EVENT OF DEFAULT and, provided no other EVENTS OF DEFAULT have occurred and are continuing, the MORTGAGEES as of such date will cease pursuing their remedies in consequence of the EVENT OF DEFAULT. Section 2.3. Voluntary Bankruptcy. The commencement by the MORTGAGOR of a voluntary case under the UNITED STATES BANKRUPTCY CODE or any state insolvency or similar laws or the consent by the MORTGAGOR to the appointment or taking possession by a receiver, liquidator, assignee, trustee, custodian or similar official for the MORTGAGOR or any of the MORTGAGOR'S property, including but not limited to the SECURED PROPERTY, or the making by the MORTGAGOR of an assignment for the benefit of creditors, or the failure by the MORTGAGOR generally to pay the MORTGAGOR'S debts as they become due. Section 2.4. Unauthorized Transfer Or Encumbrance. A transfer or encumbrance in contravention of the terms of this MORTGAGE; provided, however, that if any judgment, mechanic's or materialman's, or other involuntary lien is satisfied or discharged, whether by payment, bond, or otherwise, within thirty (30) calendar days from the date it becomes a lien on the SECURED PROPERTY, the establishment of such lien shall not constitute an EVENT OF DEFAULT. Section 2.5. Default Under Other Liens. A default (after the expiration of all notice and cure rights) under any PERMITTED LIEN, or under any other document or instrument creating a lien or security interest in the SECURED PROPERTY, whether senior, junior, or of equal priority to the liens and security interests of this MORTGAGE. ARTICLE 3 RIGHTS ON EVENT OF DEFAULT Upon the occurrence of an EVENT OF DEFAULT and at any time thereafter, the MORTGAGEES may exercise any one or more of the following rights and remedies (subject to the restrictions set forth in the SUBORDINATION AGREEMENT): Section 3.1. Acceleration. The MORTGAGEES may declare all sums secured by this MORTGAGE immediately due and payable. Section 3.2. Statutory Power Of Sale. The MORTGAGEES may execute a "STATUTORY POWER OF SALE" (as that term is commonly defined in the general or local law of the Commonwealth of Massachusetts) and/or foreclosure proceedings by judicial proceedings in accordance with applicable law, with or without declaring the OBLIGATIONS immediately due and payable, and with or without foreclosing, exercise any other right or remedy provided for herein or in the MORTGAGEE DOCUMENTS, or by applicable law. Section 3.3. Deficiency. In the event of any foreclosure of the SECURED PROPERTY, to the extent permitted by applicable law, the MORTGAGEES will be entitled to a judgment which will provide that if the foreclosure sale proceeds are insufficient to satisfy the judgment, execution may issue for any amount by which the unpaid balance of the OBLIGATIONS secured by this MORTGAGE exceeds the net sale proceeds payable to the MORTGAGEES. Section 3.4. UCC Rights. With respect to all or any part of the SECURED PROPERTY that constitutes personalty, the MORTGAGEES shall have all rights and remedies of secured parties under the UNIFORM COMMERCIAL CODE. Section 3.5. Receiver. The MORTGAGEES shall have the right to have a receiver appointed to take possession of any or all of the SECURED PROPERTY, with the power to protect and preserve the SECURED PROPERTY, to operate the SECURED PROPERTY preceding foreclosure or sale, to collect all the RENTS from the SECURED PROPERTY and apply the proceeds, over and above cost of the receivership, against the sums due under this MORTGAGE. Section 3.6. Continuing Possession. In the event the MORTGAGOR remains in possession of the SECURED PROPERTY after the SECURED PROPERTY is sold as provided above or the MORTGAGEES otherwise become entitled to possession of the SECURED PROPERTY upon default of the MORTGAGOR, the MORTGAGOR shall become a tenant at will of the MORTGAGEES or the purchaser of the SECURED PROPERTY and shall pay a reasonable rental for use of the SECURED PROPERTY while the SECURED PARTY is in the MORTGAGOR's possession. Section 3.7. General Rights And Remedies. The MORTGAGEES shall have any other right or remedy provided in this MORTGAGE, the MORTGAGEE DOCUMENTS, or available at law, in equity or otherwise. Section 3.8. Sale Of The Secured Property. In exercising their rights and remedies, the MORTGAGEES may, at the MORTGAGEES' discretion, cause all or any part of the SECURED PROPERTY to be sold as a whole or in parcels, and certain portions of the SECURED PROPERTY may be sold without selling other portions. The MORTGAGEES may bid at any public sale on all or any portion of the SECURED PROPERTY. The MORTGAGEES may elect to exercise the STATUTORY POWER OF SALE and/or to institute foreclosure proceedings against all or any parts of the SECURED PROPERTY from time to time and the STATUTORY POWER OF SALE shall not be exhausted until all of the SECURED PROPERTY shall have been sold or all of the OBLIGATIONS shall have been satisfied. In the event the MORTGAGEES elect to institute foreclosure proceedings upon the occurrence of an EVENT OF DEFAULT, to the extent permitted by the general or local laws and rules of the Commonwealth of Massachusetts, the MORTGAGOR assents to the passage of a decree for the sale of the SECURED PROPERTY and further authorizes the MORTGAGEES or the MORTGAGEES' attorney to sell the SECURED PROPERTY. Any sale of the SECURED PROPERTY, whether by way of the assent to decree or the STATUTORY POWER OF SALE, shall be made in accordance with the provisions of the applicable general or local laws of the Commonwealth of Massachusetts or judicial rules of procedure relating to the foreclosure of mortgages. The terms of the sale may be cash upon settlement of the sale or upon such other and additional terms as the MORTGAGEES deem necessary, proper or convenient, except as specifically limited by applicable law or court rule. Such sale may be of the entire SECURED PROPERTY as a unit or of such parts or parcels of the entire SECURED PROPERTY as the MORTGAGEES in their sole and absolute discretion deem necessary, proper, or convenient. Furthermore, the court in which foreclosure proceedings are instituted, may, at any time, either before or after sale, and without notice to the MORTGAGOR, or any party claiming under the MORTGAGOR, and without regard to the then value of the SECURED PROPERTY, or the solvency of the MORTGAGOR, or whether the SECURED PROPERTY shall then be occupied by the owner of the equity of redemption as a homestead, appoint a receiver, who may be any of the MORTGAGEES or their agents, with power to manage and rent and to collect the RENTS, issues, and profits of the SECURED PROPERTY during the pendency of such foreclosure suit and the statutory period of redemption, and such RENTS, issues, and profits, when collected, may be applied to the extent permitted by law, before as well as after the judicial sale, towards the payment of the indebtedness, costs, taxes, insurance or other items necessary for the protection and preservation of the SECURED PROPERTY, including the expenses of such receivership, or any deficiency decree whether there be a decree therefor in personam or not; and upon foreclosure and sale of the SECURED PROPERTY to the extent permitted by law there shall be first paid out of the proceeds of such sale a reasonable sum for attorneys' fees, and also all expenses of advertising, selling, and conveying the SECURED PROPERTY, and all monies advanced for insurance, taxes or other liens or assessments, outlays for documentary evidence, stenographers' charges, all court costs, sheriff's fees, and the cost, either actual or estimated, of procuring or completing an abstract of title or guarantee policy showing the whole title to the SECURED PROPERTY, and including the foreclosure decree and the Certificate of Sale, and there shall then be paid the principal indebtedness, whether due or payable by the terms hereof or not, and the interest due thereon up to the time of such sale and the surplus, if any, shall be paid unto the MORTGAGOR, and it shall not be the duty of the MORTGAGEES to see to the application of the purchase money; and to the extent permitted by law in case of payment of said indebtedness, after the filing of any complaint to foreclose on the SECURED PROPERTY, and prior to the entry of a decree of sale, a reasonable sum for legal services rendered to the time of such payment shall be allowed as attorneys' fees, which, together with any sum paid for continuation of abstract, court costs, and stenographer's charges and expenses of such proceeding, shall be additional indebtedness hereby secured. In the event of foreclosure and any sale thereunder, any abstract or title insurance policy of the SECURED PROPERTY deposited with the MORTGAGEES shall become the SECURED PROPERTY of the MORTGAGEES. Section 3.9. Notice Of Sale. The MORTGAGEES shall give the MORTGAGOR reasonable notice of the time and place of any public sale of any personal property or of the time after which any private sale or other intended disposition of the personal property is to be made. Reasonable notice shall mean notice given in accordance with applicable law, including notices given in the manner and at the times required for notices in a nonjudicial foreclosure. Section 3.10. Waiver; Election Of Remedies. A waiver by any party of a breach of a provision of this MORTGAGE shall not constitute a waiver of or prejudice the party's right otherwise to demand strict compliance with that provision or any other provision. The election by the MORTGAGEES to pursue any remedy shall not exclude pursuit of any other remedy, and all remedies of the MORTGAGEES under this MORTGAGE are cumulative and not exclusive. An election to make expenditures or take action to perform an obligation of the MORTGAGOR shall not affect the MORTGAGEES' rights to declare a default and exercise their remedies under this MORTGAGE. Section 3.11. Waivers; Releases. To the fullest extent permitted by law, the MORTGAGOR hereby irrevocably and unconditionally waives and releases: (i) all benefits that might accrue to the MORTGAGOR by any present or future laws exempting the SECURED PROPERTY from attachment, levy or sale on execution or providing for any appraisement, valuation, stay of execution, exemption from civil process, redemption or extension of time for payment; (ii) all notices of any EVENT OF DEFAULT (except as may be specifically provided for under the terms hereof), presentment, demand, notice of intent to accelerate, notice of acceleration and any other notice of the MORTGAGEES' election to exercise or the actual exercise of any right, remedy or recourse provided for under the MORTGAGEE DOCUMENTS; (iii) any right to appraisal or marshalling of assets or a sale in inverse order of alienation; (iv) the exemption of homestead; (v) all rights of reinstatement and redemption in accordance with the laws of the Commonwealth of Massachusetts; and (vi) the administration of estates and decedents, or other matter to defeat, reduce or affect the right of the MORTGAGEES under the terms of this MORTGAGE to sell the SECURED PROPERTY for the collection of the OBLIGATIONS secured hereby (without any prior or different resort for collection) or the rights of the MORTGAGEES, under the terms of this MORTGAGE, to receive the payment of the OBLIGATIONS out of the proceeds of the sale of the SECURED PROPERTY in preference to every other person or claimant whatever (only payment of senior PERMITTED LIENS and reasonable expenses of such sale being first deducted). ARTICLE 4 MISCELLANEOUS Section 4.1. Waivers. The MORTGAGEES may at any time or from time to time waive all or any rights under this MORTGAGE or any MORTGAGEE DOCUMENT, but any waiver or indulgence by the MORTGAGEES at any time or from time to time shall not constitute, unless specifically so expressed by the MORTGAGEES in writing, a future waiver of performance or exact performance by the MORTGAGOR. Section 4.2. Recordation Taxes. The MORTGAGOR agrees to pay, and to indemnify the MORTGAGEES from any obligation to pay, any transfer, recordation, documentary stamp tax, or other tax, fee or charge which is imposed or assessed at any time by any governmental body upon either the MORTGAGOR or the MORTGAGEES as a result of the recordation of this MORTGAGE in the public records, or any action taken by the MORTGAGEES to further record or to enforce this MORTGAGE. The agreement of the MORTGAGOR herein shall survive the release and termination of this MORTGAGE. Section 4.3. Continuing Obligation Of Mortgagor. The terms, conditions, and covenants set forth herein and in the MORTGAGEE DOCUMENTS shall survive closing and shall constitute a continuing obligation of the MORTGAGOR during the course of the transaction contemplated herein. Section 4.4. Binding Obligation. This MORTGAGE shall be binding upon the parties and their personal representatives, successors and assigns. Section 4.5. Final Agreement. This MORTGAGE and the MORTGAGEE DOCUMENTS contain the final and entire agreement and understanding of the parties, and any terms and conditions not set forth in this MORTGAGE or the MORTGAGEE DOCUMENTS are not a part of this MORTGAGE and the understanding of the parties hereto. Section 4.6. Termination; Amendment. This MORTGAGE may be terminated only by a writing executed by all of the MORTGAGEES. This MORTGAGE may be amended or altered only in a writing signed by the MORTGAGOR and all of the MORTGAGEES. Section 4.7. Notices. Any notice required or permitted by or in connection with this MORTGAGE shall be in writing and shall be made by facsimile (confirmed on the date the facsimile is sent by one of the other methods of giving notice provided for in this Section) or by hand delivery, by Federal Express, or other similar overnight delivery service, or by certified mail, unrestricted delivery, return receipt requested, postage prepaid, addressed to the MORTGAGEES or the MORTGAGOR at the appropriate address set forth below or to such other address as may be hereafter specified by written notice by the MORTGAGEES or the MORTGAGOR. Notice shall be considered given as of the date of the facsimile or the hand delivery, one (1) calendar day after delivery to Federal Express or similar overnight delivery service, or three (3) calendar days after the date of mailing, independent of the date of actual delivery or whether delivery is ever in fact made, as the case may be, provided the giver of notice can establish the fact that notice was given as provided herein. If notice is tendered pursuant to the provisions of this Section and is refused by the intended recipient thereof, the notice, nevertheless, shall be considered to have been given and shall be effective as of the date herein provided. If to the MORTGAGEES: GENERAL ELECTRIC CAPITAL CORPORATION, Individually and as Agent 44 Old Ridgebury Road Danbury, Connecticut 06810 Attn.: Senior Risk Manager Fax No.: (203) 796-1315 CIT EQUIPMENT FINANCING, INC. 1540 Fountainhead Parkway Tempe, Arizona 85282 Attn.: Michael Vlcek, Portfolio Specialist Fax No.: (480) 858-1459 BANKNORTH, N.A. One Portland Square Portland, Main 04112-9540 Attn.: Denise P. Boutin, Vice President Fax No.: (207) 828-7420 If to the MORTGAGOR: PLYMOUTH RUBBER COMPANY, INC. 104 Revere Street Canton, Massachusetts 02021-2996 Attn.: Maurice J. Hamilburg, President Fax No.: (781) 828-3168 Section 4.8. Terminology. Whenever used herein, the term the "MORTGAGOR" includes the successors, and assigns of the MORTGAGOR; and the term "MORTGAGEES" includes all holders from time to time of any beneficial interests in the OBLIGATIONS, including without limitation loan participants and assignees. The use of the singular includes the plural, and the plural includes the singular. The use of any gender applies to all genders. Section 4.9. Invalidity. If any provision or part of any provision contained in this MORTGAGE shall be found for any reason to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions or the remaining part of any effective provisions of this MORTGAGE and this MORTGAGE shall be construed as if such invalid, illegal, or unenforceable provision or part thereof had never been contained herein, but only to the extent of its invalidity, illegality, or unenforceability. Section 4.10. Choice Of Law. The laws of the Commonwealth of Massachusetts (excluding, however, conflict of law principles) shall govern and be applied to determine all issues relating to this MORTGAGE and the rights and obligations of the parties hereto, including the validity, construction, interpretation, and enforceability of this MORTGAGE and its various provisions and the consequences and legal effect of all transactions and events which resulted in the execution of this MORTGAGE or which occurred or were to occur as a direct or indirect result of this MORTGAGE having been executed. Section 4.11. Consent To Jurisdiction; Agreement As To Venue. The MORTGAGOR irrevocably consents to the non-exclusive jurisdiction of the courts of the Commonwealth of Massachusetts and of any United States District Court located in the Commonwealth of Massachusetts, if a basis for federal jurisdiction exists. Section 4.12. Time. Time is of the essence of each of the provisions of this MORTGAGE and of all OBLIGATIONS. Section 4.13. Waiver Of Trial By Jury. The MORTGAGOR, by its execution, and the MORTGAGEES, by their acceptance, of this MORTGAGE, agree that any suit, action, or proceeding, whether claim or counterclaim, brought or instituted by either party hereto or any successor or assign of any party on or with respect to this MORTGAGE or any MORTGAGEE DOCUMENT or which in any way relates, directly or indirectly, to this MORTGAGE or any MORTGAGEE DOCUMENT or any event, transaction, or occurrence arising out of or in any way connected with this MORTGAGE or any MORTGAGEE DOCUMENT, or the dealings of the parties with respect thereto (including without limitation any claims arising as a result of or in any way related to any foreclosure or other enforcement actions or the exercise by the MORTGAGEES of any remedies), shall be tried only by a court and not by a jury. EACH PARTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION, OR PROCEEDING. IN WITNESS WHEREOF, the MORTGAGOR has duly executed this MORTGAGE under seal as of the date first above written. WITNESS/ATTEST: MORTGAGOR: PLYMOUTH RUBBER COMPANY, INC., A Massachusetts Corporation By: (SEAL) Maurice J. Hamilburg, Print Name: President ACKNOWLEDGMENT COMMONWEALTH OF MASSACHUSETTS, COUNTY OF _____________________: On this _____ day of October, 2002, before me appeared Maurice J. Hamilburg, to me personally known, who, being duly sworn (or affirmed), did say that he is the President of PLYMOUTH RUBBER COMPANY, INC., and that the corporation has no official seal, and that the foregoing instrument was signed in behalf of the corporation by authority of its Board of Directors, and said Maurice J. Hamilburg acknowledged said instrument to be the free act and deed of the corporation. (SEAL) Notary Public Print Name of Notary My Commission Expires: Exhibits: Exhibit A - Description of Property EXHIBIT A Legal Description: PARCEL ONE A certain parcel of land situated in Canton, Norfolk County, Massachusetts, and being shown on a plan of land entitled APlan of Land in Canton, Mass. for Plymouth Rubber Co., Scale 1" = 40', May 6, 1965, Schofield Brothers, Reg. Land Surveyors, 48 Park Street, Framingham, Mass.@ and recorded with the Norfolk County Registry of Deeds as Plan No. 756 of 1965 in Book 4278, Page 375, and being more particularly bounded and described as follows: Southwesterly by Revere Street three hundred and fifty (350) feet; Southeasterly by land now or formerly of the Roman Catholic Archbishop of Boston, by two courses, the first measuring two hundred fourteen and 95/100 (214.95) feet and the second measuring five hundred twelve and 60/100 (512.60) feet; Northeasterly by land now or formerly of the New York, New Haven, and Hartford Railroad Company, three hundred fifty (350) feet; Northwesterly by land now or formerly of Bagaralls, et al. two hundred eighty four and 05/100 (284.05) feet; Northwesterly by land now or formerly of Carmical, seventy-nine and 24/100 (79.24) feet; Northwesterly by land now or formerly of Dalton, fifty-seven and 91/100 (57.91) feet; Northwesterly by land now or formerly of Fannessey, sixty-four and 58/100 (64.58) feet; and Northwesterly by land now or formerly of Correy and Mago, two hundred fourteen and 95/100 (214.95) feet. PARCEL TWO A certain parcel of land situated in Canton, Norfolk County, Massachusetts, bounded and described as follows: Easterly by the westerly line of Revere Street eighteen hundred fifty-one and 39/100 (1,851.39) feet; Southeasterly forty-five (45) feet; Northeasterly one hundred twelve (112) feet; Northwesterly forty-five (45) feet by land now or formerly of the Boston Edison Company; Northeasterly by the southwesterly line of said Revere Street two hundred thirty (230) feet; Easterly one hundred ninety-six and 82/100 (196.82) feet; Northerly fifteen and 65/100 (15.65) feet, by land now or formerly of Joseph Simancky, et al.; Easterly by land now or formerly of Michael Caradona, about one hundred sixteen (116) feet; Northeasterly by lands of sundry adjoining owners as shown on the plan hereinafter mentioned; Southeasterly by a line crossing Pequid Brook and by land now or formerly of Elva M. Rayner, ninety-four and 40/100 (94.40) feet; Southerly by Elva R. Rayner land; Southeasterly about four hundred eighty-five (485) feet; Southerly three hundred (300) feet, by said Elva M. Rayner land; Westerly by lands of sundry adjoining owners, as shown on said plan, about two hundred sixty-five (265) feet; Westerly by lands of sundry adjoining owners, as shown on said plan; Northeasterly by land now or formerly of Agnes Langdon, et al., twenty (20) feet; Southwesterly by lands of sundry adjoining owners, as shown on said plan; Northerly by land now or formerly of Henry J. Gallant, et al., five (5) feet; Southwesterly by said Henry J. Gallant, et al., land and by land now or formerly of Thomas G. Manning, et al.; Westerly about two hundred forty-six (246) feet; Northeasterly fifty-nine and 45/100 (59.45) feet; Westerly seven hundred ninety (790) feet by land now or formerly of the Boston & Providence Railroad Corporation; Northerly one hundred twenty-five (125) feet; Westerly two hundred fifty (250) feet; Southerly one hundred twenty-five (125) feet by land now or formerly of Abraham Sydanan; Westerly one hundred forty-nine and 86/100 (149.86) feet; and Northeasterly four hundred ninety-five and 34/100 (495.34) feet by said land of the Boston & Providence Railroad Corporation. All of said boundaries are determined by the Court to be located as shown upon Plan No. 23714-A, sheets 6 and 7, which are filed with the original Certificate of Title No. 72765, the same being compiled from a plan drawn by Schofield Brothers Civil Engineers, dated April 17, 1952, December 6, 1954, December 9, 1954, December 16, 1954, February 24, 1955, and additional data on file in the Land Registration Office, all as modified and approved by the Court, and shown thereon as Lot 4. PARCEL THREE A certain parcel of land situated in Canton, Norfolk County, Massachusetts, bounded and described as follows: Lot 1: Southwesterly by Neponset Street, one hundred seventy and 58/100 (170.58) feet; Northwesterly one hundred (100) feet; Southwesterly one hundred fifty-seven and 96/100 (157.96) feet; Southeasterly one hundred two (102) feet by land now or formerly of Elva M. Rayner; Southerly by said Neponset Street, five hundred eighty-nine and 96/100 (589.96) feet; Westerly by land now or formerly of Joseph Campagna, et al., two hundred seventy-one and 68/100 (271.68) feet; Northerly by land now or formerly of the Plymouth Rubber Company, Inc., twenty-seven and 42/100 (27.42) feet; Easterly two hundred twenty-eight and 78/100 (228.78) feet; Northerly eleven hundred forty-four and 18/100 (1,144.18) feet, by land now or formerly of the Town of Canton; and Southeasterly by land now or formerly of Charles F. McGrath, et al., and Ralph N. Hiltz, et ux., four hundred seventy-three and 59/100 (473.59) feet. Lot 2: A certain parcel of land situated in Canton, Norfolk County, Massachusetts, bounded and described as follows: Northerly one hundred twenty-four and 39/100 (124.39) feet; Northwesterly about four hundred eighty-five (485) feet; and Easterly by land now or formerly of Plymouth Rubber Company, Inc., as shown on said plan; Southerly about one hundred sixty-four (164) feet; Westerly fifteen (15) feet; Southerly one hundred (100) feet; Southeasterly thirty-five (35) feet; Southwesterly one hundred twenty (120) feet; Southeasterly one hundred ten (110) feet; and Southwesterly two hundred thirty-four and 90/100 (234.90) feet, by land now or formerly of the Town of Canton. All of said boundaries are determined by the Court to be located as shown on a plan drawn by Schofield Brothers Surveyors, dated July 12, 1963, filed in the Land Court Engineer=s Office, as Plan No. 32678A, a copy of which is filed with Norfolk County Registry District of the Land Court with Certificate of Title No. 75990. PARCEL FOUR Being shown as Lot 1 on Land Court Plan No. 23714A, dated April 17, 1952, revised through March 22, 1963, a copy of which is filed with the Norfolk County Registry District of the Land Court with Certificate of Title No. 72764. PARCEL FIVE Being shown as Lots 2 and 3 on Land Court Plan No. 23714A, dated April 17, 1952, revised through March 22, 1963, a copy of which is filed with the Norfolk County Registry District of the Land Court with Certificate of Title No. 72764. PARCEL SIX Being shown as Lot A on a plan entitled APlan of Land in Canton, Mass.,@ dated February 17, 1962, by Schofield Brothers, Reg. Land Surveyors, recorded with the Norfolk County Registry of Deeds, Plan Book 213, Plan 624. 21 EX-99 10 mtgmodagt.txt EXHIBIT 99.8 Exhibit 99.8 Prepared by, recording requested by, and after recording, return to: James M. Smith, Esquire Gebhardt & Smith LLP 401 E. Pratt Street, 9th Floor Baltimore, Maryland 21202 FIRST MODIFICATION TO MORTGAGE AND ASSIGNMENT OF LEASES AND RENTS (Massachusetts) THIS FIRST MODIFICATION TO MORTGAGE AND ASSIGNMENT OF LEASES AND RENTS ("MODIFICATION") is made to be effective as of December 2, 2002, by PLYMOUTH RUBBER COMPANY, INC., a Massachusetts corporation, whose address is 104 Revere Street, Canton, Massachusetts 02021-2996 ("MORTGAGOR"), and to and for the benefit of GENERAL ELECTRIC CAPITAL CORPORATION ("GE CAPITAL"), whose address is 44 Old Ridgebury Road, Danbury, Connecticut 06810, THE CIT GROUP/EQUIPMENT FINANCING, INC. ("CIT"), whose address is 1540 Fountainhead Parkway, Tempe, Arizona 85282; and BANKNORTH, N.A. ("BANKNORTH"), whose address is One Portland Square, Portland, Maine 04112-9540. Hereafter, GE CAPITAL, CIT and BANKNORTH are collectively referred to as the "MORTGAGEES." RECITALS WHEREAS, the MORTGAGOR granted a Mortgage And Assignment Of Leases And Rents ("MORTGAGE") to and for the benefit of the MORTGAGEES dated October 29, 2002 upon the real property described on Exhibit A attached hereto and the improvements thereon (collectively, "REAL PROPERTY"); and WHEREAS, the MORTGAGE was filed on November 8, 2002 with the Norfolk County Registry District of the Land Court as Document No. 943122 and recorded with the Norfolk County Registry of Deeds as Instrument No. 201819; and WHEREAS, the MORTGAGE erroneously referred to CIT as "CIT Equipment Financing, Inc."; and WHEREAS, the MORTGAGOR and the MORTGAGEES wish to modify the MORTGAGE to correctly refer to CIT as "The CIT Group/Equipment Financing, Inc." NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which the parties acknowledge, the MORTGAGOR and the MORTGAGEES hereby agree to amend and modify the MORTGAGE such that each reference in the MORTGAGE to "CIT Equipment Financing, Inc." and to "CIT" shall be deemed to refer to "The CIT Group/Equipment Financing, Inc." Nothing contained herein shall be deemed to effect or accomplish a novation of the MORTGAGE or to extinguish or terminate any of the duties or obligations of the MORTGAGOR thereunder. This MODIFICATION may be executed and delivered in counterparts. IN WITNESS WHEREOF, the MORTGAGOR and the MORTGAGEES have duly executed this MODIFICATION under seal to be effective as of December 2, 2002. WITNESS/ATTEST: MORTGAGOR: PLYMOUTH RUBBER COMPANY, INC., A Massachusetts Corporation By: Maurice J. Hamilburg, President Print Name: ACKNOWLEDGMENT COMMONWEALTH OF MASSACHUSETTS, COUNTY OF _____________________: On this _____ day of December, 2002, before me appeared Maurice J. Hamilburg, to me personally known, who, being duly sworn (or affirmed), did say that he is the President of PLYMOUTH RUBBER COMPANY, INC., and that the corporation has no official seal, and that the foregoing instrument was signed in behalf of the corporation by authority of its Board of Directors, and said Maurice J. Hamilburg acknowledged said instrument to be the free act and deed of the corporation. My Commission Expires: (SEAL) Notary Public Print Name of Notary 2 (SEAL) WITNESS/ATTEST: GENERALELECTRICCAPITALCORPORATION By: (SEAL) Kevin G. Wortman, Senior Vice President, Strategic Asset Financing Group Date: December ___, 2002 ACKNOWLEDGMENT STATE OF CONNECTICUT, COUNTY OF FAIRFIELD, SS: On this _____ day of December, 2002, before me, ______________________, the undersigned officer, personally appeared Kevin G. Wortman, who acknowledged himself to be the Senior Vice President of GENERAL ELECTRIC CAPITAL CORPORATION, a corporation, and that he, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the corporation by himself as such officer and as his and its free act and deed. In witness whereof I hereunto set my hand. Commissioner of the Superior Court Notary Public My Commission Expires: WITNESS/ATTEST: THECITGROUP/EQUIPMENT FINANCING,INC. (SEAL) By: Name: Title: Date: December ___, 2002 ACKNOWLEDGMENT STATE OF ARIZONA, CITY/COUNTY OF TEMPE, TO WIT: I HEREBY CERTIFY that on this ____ day of December, 2002, before me, the undersigned Notary Public, personally appeared ____________________, and acknowledged him/herself to be the ________________ of THE CIT GROUP/EQUIPMENT FINANCING, INC., a ______________ corporation, and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of THE CIT GROUP/EQUIPMENT FINANCING, INC., by him/herself as _________________. IN WITNESS MY Hand and Notarial Seal. (SEAL) NOTARY PUBLIC My Commission Expires: Print Name Of Notary WITNESS/ATTEST: BANKNORTH, N.A. (SEAL) By: Name: Title: Date: December ___, 2002 ACKNOWLEDGMENT STATE OF MAINE, CITY/COUNTY OF CUMBERLAND, TO WIT: I HEREBY CERTIFY that on this ____ day of December, 2002, before me, the undersigned Notary Public, personally appeared ____________________, and acknowledged him/herself to be the ________________ of BANKNORTH, N.A., a ______________________________, and that he/she, as such officer, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing the name of BANKNORTH, N.A., by him/herself as _________________. IN WITNESS MY Hand and Notarial Seal. (SEAL) NOTARY PUBLIC My Commission Expires: Print Name Of Notary Exhibits: Exhibit A - Description of Property EXHIBIT A Legal Description: PARCEL ONE A certain parcel of land situated in Canton, N orfolk County, Massachusetts, and being shown on a plan of land entitled "Plan of Land in Canton, Mass. for Plymouth Rubber Co., Scale 1" = 40', M ay 6, 1965, Schofield Brothers, Reg. Land Surveyors, 48 Park Street, Framingham, Mass. and recorded with the Norfolk County Registry of Deeds as Plan No. 756 of 1965 in Book 4278, Page 375, and being more particularly bounded and described as follows: Southwesterly by Revere Street three hundred and fifty (350) feet; Southeasterly by land now or formerly of the Roman Catholic Archbishop of Boston, by two courses, the first measuring two hundred fourteen and 95/100 (214.95) feet and the second measuring five hundred twelve and 60/100 (512.60) feet; Northeasterly by land now or formerly of the New York, New Haven, and Hartford Railroad Company, three hundred fifty (350) feet; Northwesterly by land now or formerly of Bagaralls, et al. two hundred eighty four and 05/100 (284.05) feet; Northwesterly by land now or form erly of Carmical, seventy-nine and 24/100 (79.24) feet; Northwesterly by land now or form erly of Dalton, fifty-seven and 91/100 (57.91) feet; Northwesterly by land now or formerly of Fannessey, sixty-four and 58/100 (64.58) feet; and Northwesterly by land now or formerly of Correy and Mago, two hundred fourteen and 95/100 (214.95) feet. PARCEL TWO A certain parcel of land situated in Canton, Norfolk County, Massachusetts, bounded and described as follows: Easterly by the westerly line of Revere Street eighteen hundred fifty-one and 39/100 (1,851.39) feet; Southeasterly forty-five (45) feet; Northeasterly one hundred twelve (112) feet; Northwesterly forty-five (45) feet by land now or formerly of the Boston Edison Company; Northeasterly by the southwesterly line of said Revere Street two hundred thirty (230) feet; Easterly one hundred ninety-six and 82/100 (196.82) feet; Northerly fifteen and 65/100 (15.65) feet, by land now or formerly of Joseph Sim ancky, et al.; Easterly by land now or form erly of Michael Caradona, about one hundred sixteen (116) feet; Northeasterly by lands of sundry adjoining owners as shown on the plan hereinafter mentioned; Southeasterly by a line crossing Pequid Brook and by land now or formerly of Elva M. Rayner, ninety-four and 40/100 (94.40) feet; Southerly by Elva R. Rayner land; Southeasterly about four hundred eighty-five (485) feet; Southerly three hundred (300) feet, by said Elva M. Rayner land; Westerly by lands of sundry adjoining owners, as shown on said plan, about two hundred sixty-five (265) feet; Westerly by lands of sundry adjoining owners, as shown on said plan; Northeasterly by land now or form erly of Agnes Langdon, et al., twenty (20) feet; Southwesterly by lands of sundry adjoining owners, as shown on said plan; Northerly by land now or form erly of Henry J. Gallant, et al., five (5) feet; Southwesterly by said Henry J. Gallant, et al., land and by land now or formerly of Thomas G. Manning, et al.; Westerly about two hundred forty-six (246) feet; Northeasterly fifty-nine and 45/100 (59.45) feet; Westerly seven hundred ninety (790) feet by land now or formerly of the Boston & Providence Railroad Corporation; Northerly one hundred twenty-five (125) feet; Westerly two hundred fifty (250) feet; Southerly one hundred twenty-five (125) feet by land now or formerly of Abraham Sydanan; Westerly one hundred forty-nine and 86/100 (149.86) feet; and Northeasterly four hundred ninety-five and 34/100 (495.34) feet by said land of the Boston & Providence Railroad Corporation. All of said boundaries are determined by the Court to be located as shown upon Plan No. 23714-A, sheets 6 and 7, which are filed with the original Certificate of Title No. 72765, the same being compiled from a plan drawn by Schofield Brothers Civil Engineers, dated April 17, 1952, December 6, 1954, December 9, 1954, December 16, 1954, February 24, 1955, and additional data on file in the Land Registration Office, all as modified and approved by the Court, and shown thereon as Lot 4. PARCEL THREE A certain parcel of land situated in Canton, Norfolk County, Massachusetts, bounded and described as follows: Lot 1: Southwesterly by Neponset Street, one hundred seventy and 58/100 (170.58) feet; Northwesterly one hundred (100) feet; Southwesterly one hundred fifty-seven and 96/100 (157.96) feet; Southeasterly one hundred two (102) feet by land now or form erly of Elva M. Rayner; Southerly by said Neponset Street, five hundred eighty-nine and 96/100 (589.96) feet; Westerly by land now or formerly of Joseph Campagna, et al., two hundred seventy-one and 68/100 (271.68) feet; Northerly by land now or formerly of the Plymouth Rubber Company, Inc., twenty - -seven and 42/100 (27.42) feet; Easterly two hundred twenty-eight and 78/100 (228.78) feet; Northerly eleven hundred forty-four and 18/100 (1,144.18) feet, by land now or formerly of the Town of Canton; and Southeasterly by land now or form erly of Charles F. McGrath, et al., and Ralph N. Hiltz, et ux., four hundred seventy-three and 59/100 (473.59) feet. Lot 2: A certain parcel of land situated in Canton, Norfolk County, Massachusetts, bounded and described as follows: Northerly one hundred twenty-four and 39/100 (124.39) feet; Northwesterly about four hundred eighty-five (485) feet; and Easterly by land now or formerly of Plymouth Rubber Company, Inc., as shown on said plan; Southerly about one hundred sixty-four (164) feet; Westerly fifteen (15) feet; Southerly one hundred (100) feet; Southeasterly thirty-five (35) feet; Southwesterly one hundred twenty (120) feet; Southeasterly one hundred ten (110) feet; and Southwesterly two hundred thirty-four and 90/100 (234.90) feet, by land now or formerly of the Town of Canton. All of said boundaries are determined by the Court to be located as shown on a plan drawn by Schofield Brothers Surveyors, dated July 12, 1963, filed in the Land Court Engineer's Office, as Plan No. 32678A, a copy of w hich is filed with Norfolk County Registry District of the Land Court with Certificate of Title No. 75990. PARCEL FOUR Being shown as Lot 1 on Land Court Plan No. 23714A, dated April 17, 1952, revised through March 22, 1963, a copy of which is filed with the Norfolk County Registry District of the Land Court with Certificate of Title No. 72764. PARCEL FIVE Being shown as Lot 2 on Land Court Plan No. 23714A, dated April 17, 1952, revised through March 22, 1963, a copy of which is filed with the Norfolk County Registry District of the Land Court with Certificate of Title No. 72764. Also being shown as Lots 5 and 6 on Land Court Plan No. 23714B, dated September 26, 1988, a copy of which is filed with the Norfolk County Registry District of the Land Court. PARCEL SIX Being shown as Lot A on a plan entitled "Plan of Land in Canton, Mass., dated February 17, 1962, by Schofield Brothers, Reg. Land Surveyors, recorded with the Norfolk County Registry of Deeds, Plan Book 213, Plan 624. -----END PRIVACY-ENHANCED MESSAGE-----