Exhibit 10.31
EXTENSION AND ASSIGNMENT
AGREEMENT
This Extension and Assignment
Agreement (“ Agreement ”) is entered into as of
January 21, 2005, by and among TOMRA of North America Finance
Corporation (“ TNAFC ”), a Delaware corporation
with an address of P.O. Drawer 1034, Monticello, NY 12701, as
lender and assignor, Wise Recycling West, LLC (“ Wise
”), a Delaware limited liability company with an address of
International Tower, Suite 600, 857 Elkridge Landing Road,
Lithicum, Maryland 21090, as borrower, and GAB Holding LLC (“
GAB ”), a Delaware limited liability company with an
address of 198 Bridgeville Road, Monticello, NY 12701, as assignee
of, and successor to, the interest of TNAFC as lender. TNAFC, Wise
and GAB (sometimes, collectively, the “ Parties
”) agree as set forth below:
RECITALS
A. Wise executed in favor of, and
delivered to, TNAFC, its Real Estate Mortgage Note dated as of
December 5, 2002, in the principal amount of Seven Hundred
Twenty Thousand and 00/100 Dollars ($720,000.00) (the “
Note ”), to evidence a loan in that amount (the
“ Loan ”).
B. The Note provides for the accrual
and payment of interest on the principal balance outstanding
thereunder, in accordance with its terms. The Note calls for Wise
to pay TNAFC monthly installments of Six Thousand Eight Hundred
Eighty and 70/100 Dollars ($6,880.70) each, commencing on
February 1, 2003, and continuing thereafter on the first day
of each succeeding month for twenty-three (23) consecutive
months, with such payments to be apportioned between interest and
principal as specified in the Note, and to pay the entire
outstanding balance, including the outstanding principal balance
together with interest accrued and unpaid thereon, on
January 1, 2005.
C. As inducement for the Loan and as
security for the Note, Wise, on December 5, 2002, executed in
favor of, and delivered to TNAFC its Mortgage, which was recorded
December 9, 2002 as Document No. 2002163380, in Book A46,
at Page 2953 of the real property records of Bernalillo County, New
Mexico (the “ Mortgage ”).
D. Wise wishes to extend the
maturity of the Note for one year, by extending and continuing the
monthly installment payments called for by the terms of the Note,
for twelve additional months, and by extending the date for payment
of the entire outstanding balance of the Note from January 1,
2005 to January 1, 2006.
E. GAB wishes to acquire the
interest of TNAFC, as lender, under the Note and Mortgage,
including as extended and supplemented by the terms of this
Agreement.
F. TNAFC and GAB are willing for the
Note and Mortgage to be extended, consistent with the wishes of
Wise, based upon the willingness of all Parties to accept the terms
and conditions of the extension and assignment set forth in this
Agreement, including those terms supplementing the Mortgage and
providing for its continuation in effect, as supplemented, as
security for the Note, as extended.
G. TNAFC, further, is willing to
assign to GAB its entire interest in the Note and Mortgage,
including as extended and supplemented by the terms of this
Agreement, based upon the willingness of, and offer by, GAB to
assume, and release TNAFC from all liability for, all obligations
of TNAFC under the Note and Mortgage, and based upon the
willingness of, and offer by, Wise to consent to such assignment
to, and assumption by, GAB of all obligations of TNAFC under the
Note and Mortgage and to the release by GAB of TNAFC from all
TNAFC’s obligations as lender under the Note and
Mortgage.
AGREEMENT
In consideration of the agreements
of the Parties herein set forth and for other good and sufficient
consideration and reasonably equivalent value, the parties agrees
as set forth below.
1. The maturity date of the Note is
extended from January 1, 2005 to January 1, 2006. Wise
shall continue making monthly installment payments of Six Thousand
Eight Hundred Eighty and 70/100 Dollars ($6,880.70) each for a
twelve (12)-month period over and above that provided for in the
Note, commencing on the first day of January 1, 2005 and
continuing on the first day of each and every succeeding month
thereafter for eleven (11) consecutive months, through
December 1, 2005, with such monthly installment payments to be
apportioned between interest and principal as specified in the
Note, and Wise shall pay the entire outstanding balance of the
Note, including the outstanding principal balance thereof together
with all unpaid interest accrued thereon under the terms of the
Note, on January 1, 2006.
2. The Note shall continue in effect
in accordance with its terms, as modified to provide for the
extension of maturity effected hereunder. Thus, but by way only of
example and not limitation, interest shall accrue on the
outsta
