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Nocopi
Technologies, Inc.
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Lender:
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Sovereign Bank,
a federal savings bank
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9C Portland
Road
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Villanova
Office
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West
Conshohocken, PA 19428
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2 Aldwyn
Lane
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P. O. Box
608
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Villanova, PA
19085-1431
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THIS
BUSINESS LOAN AGREEMENT dated August 19, 2008, is made and executed
between Nocopi Technologies, Inc. (“Borrower”) and
Sovereign Bank, a federal savings bank (“Lender”) on
the following terms and conditions. Borrower has received prior
commercial loans from Lender or has applied to Lender for a
commercial loan or loans or other financial accommodations,
including those which may be described on any exhibit or schedule
attached to this Agreement. Borrower understands and agrees that:
(A) in granting, renewing, or extending any Loan, Lender is
relying upon Borrower’s representations, warranties, and
agreements as set forth in this Agreement; (B) the granting,
renewing, or extending of any Loan by Lender at all times shall be
subject to Lender’s sole judgment and discretion; and
(C) all such Loans shall be and remain subject to the terms
and conditions of this Agreement.
TERM. This Agreement shall be effective as of
August 19, 2008, and shall continue in full force and effect
until such time as all of Borrower’s Loans in favor of Lender
have been paid in full, including principal, interest, costs,
expenses, attorneys’ fees, and other fees and charges, or
until such time as the parties may agree in writing to terminate
this Agreement.
ADVANCE
AUTHORITY. The following
person or persons are authorized to request advances and authorize
payments under the line of credit until Lender receives from
Borrower, at Lender’s address shown above, written notice of
revocation of such authority: Michael Feinstein, President of
Nocopi Technologies, Inc.
CONDITIONS
PRECEDENT TO EACH ADVANCE. Lender’s obligation to make the initial
Advance and each subsequent Advance under this Agreement shall be
subject to the fulfillment to Lender’s satisfaction of all of
the conditions set forth in this Agreement and in the Related
Documents.
Loan
Documents. Borrower shall provide to Lender the following
documents for the Loan: (1) the Note; (2) Security Agreements
granting to Lender security interests in the Collateral; (3)
financing statements and all other documents perfecting
Lender’s Security Interests; (4) evidence of insurance as
required below; (5) together with all such Related Documents
as Lender may require for the Loan; all in form and substance
satisfactory to Lender and Lender’s counsel.
Borrower’s Authorization. Borrower shall have provided
in form and substance satisfactory to Lender properly certified
resolutions, duly authorizing the execution and delivery of this
Agreement, the Note and the Related Documents. In addition,
Borrower shall have provided such other resolutions,
authorizations, documents and instruments as Lender or its counsel,
may require.
Payment of
Fees and Expenses. Borrower shall have paid to Lender all fees,
charges, and other expenses which are then due and payable as
specified in this Agreement or any Related Document.
Representations and Warranties. The representations and
warranties set forth in this Agreement, in the Related Documents,
and in any document or certificate delivered to Lender under this
Agreement are true and correct.
No Event of
Default. There shall not exist at the time of any Advance a
condition which would constitute an Event of Default under this
Agreement or under any Related Document.
REPRESENTATIONS AND WARRANTIES.
Borrower represents and warrants to
Lender, as of the date of this Agreement, as of the date of each
disbursement of loan proceeds, as of the date of any renewal,
extension or modification of any Loan, and at all times any
indebtedness exists:
Organization. Borrower is a corporation for profit which is,
and at all times shall be, duly organized, validly existing, and in
good standing under and by virtue of the laws of the Commonwealth
of Pennsylvania. Borrower is duly authorized to transact business
in all other states in which Borrower is doing business, having
obtained all necessary filings, governmental licenses and approvals
for each state in which Borrower is doing business. Borrower
maintains an office at 9C Portland Road, West Conshohocken, PA
19428. Unless Borrower has designated otherwise in writing, the
principal office is the office at which Borrower keeps its books
and records including its records concerning the Collateral.
Borrower will notify Lender prior to any change in the location of
Borrower’s state of organization or any change in
Borrower’s name.
Assumed
Business Names. Borrower has filed or recorded all documents or
filings required by law relating to all assumed business names used
by Borrower. Excluding the name of Borrower, the following is a
complete list of all assumed business names under which Borrower
does business: None.
Authorization. Borrower’s execution, delivery, and
performance of this Agreement and all the Related Documents have
been duly authorized by all necessary action by Borrower and do not
conflict with, result in a violation of, or constitute a default
under (1) any provision of (a) Borrower’s articles
of incorporation or organization, or bylaws, or (b) any
agreement or other instrument binding upon Borrower or (2) any
law, governmental regulation, court decree, or order applicable to
Borrower or to Borrower’s properties.
Properties. Except as contemplated by this Agreement or as
previously disclosed in Borrower’s financial statements or in
writing to Lender and as accepted by Lender, and except for
property tax liens for taxes not presently due and payable,
Borrower owns and has good title to all of Borrower’s
properties free and clear of all liens and security interests, and
has not executed any security documents or financing statements
relating to such properties. All of Borrower’s properties are
titled in Borrower’s legal name, and Borrower has not used or
filed a financing statement under any other name for at least the
last five (5) years.
AFFIRMATIVE
COVENANTS. Borrower
covenants and agrees with Lender that, so long as this Agreement
remains in effect, Borrower will:
Notices of
Claims and Litigation. Promptly inform Lender in writing of
(1) all material adverse changes in Borrower’s financial
condition, and (2) all existing and all threatened litigation,
claims,
investigations,
administrative proceedings or similar actions affecting Borrower or
any Guarantor which could materially affect the financial condition
of Borrower or the financial condition of any Guarantor.
Financial
Records. Maintain its books and records in accordance with
accounting principles acceptable to Lender, applied on a consistent
basis, and permit Lender to examine and audit Borrower’s
books and records at all reasonable times.
Financial
Statements. Furnish Lender with such financial statements and
other related information at such frequencies and in such detail as
Lender may reasonably request.
Loan
Proceeds. Use all Loan proceeds solely for the following
specific purposes: Working Capital.
Taxes, Charges
and Liens. Pay and discharge when due all of its indebtedness
and obligations, including without limitation all assessments,
taxes, governmental charges, levies and liens, of every kind and
nature, imposed upon Borrower or its properties, income or profits,
prior to the date on which penalties would attach, and all lawful
claims that, if unpaid, might become a lien or charge upon any of
Borrower’s properties, income, or profits. Provided however,
Borrower will not be required to pay and discharge any such
assessment, tax, charge, levy, lien or claim so long as
(1) the legality of the same shall be contested in good faith
by appropriate proceedings, and (2) Borrower shall have established
on Borrower’s books adequate reserves with respect to such
contested assessment, tax, charge, levy, lien, or claim in
accordance with GAAP.
Performance. Perform and comply, in a timely manner, with
all terms, conditions, and provisions set forth in this Agreement,
in the Related Documents, and in all other instruments and
agreements between Borrower and Lender. Borrower shall notify
Lender immediately in writing of any default in connection with any
agreement.
Operations. Maintain executive and management personnel with
substantially the same qualifications and experience as the present
executive and management personnel; provide written notice to
Lender of any change in executive and management personnel; conduct
its business affairs in a reasonable and prudent manner.
Compliance
with Governmental Requirements. Comply with all laws,
ordinances, and regulations, now or hereafter in effect, of all
governmental authorities applicable to the conduct of
Borrower’s properties, businesses and operations, and to the
use or occupancy of the Collateral, including without limitation,
the Americans With Disabilities Act. Borrower may contest in good
faith any such law, ordinance, or regulation and withhold
compliance during any proceeding, including appropriate appeals, so
long as Borrower has notified Lender in writing prior to doing so
and so long as, in Lender’s sole opinion, Lender’s
interests in the Collateral are not jeopardized. Lender may require
Borrower to post adequate security or a surety bond, reasonable
satisfactory to Lender, to protect Lender’s
interest.
Inspection. Permit employees or agents of Lender at any
reasonable time to inspect any and all Collateral for the Loan or
Loans and Borrower’s other properties and to examine or audit
Borrower’s books, accounts, and records and to make copies
and memoranda of Borrower’s books, accounts and records. If
Borrower now or at any time hereafter maintains any records
(including without limitation computer generated records and
computer software programs for the generation of such records) in
the possession of a third party,
Borrower, upon
request of Lender, shall notify such party to permit Lender free
access to such records at all reasonable times to provide Lender
with copies of any records it may request, all at Borrower’s
expense.
LENDER’S EXPENDITURES.
If any action or proceeding is
commenced that would materially affect Lender’s interest in
the Collateral or if Borrower fails to comply with any provision of
this Agreement or any Related Documents, including but not limited
to Borrower’s failure to discharge or pay when due any
amounts Borrower is required to discharge or pay under this
Agreement or any Related Documents, Lender on Borrower’s
behalf may (but shall not be obligated to) take any action that
Lender deems appropriate on any Collateral and paying all costs for
insuring, maintaining and preserving any Collateral. All such
expenditures incurred or paid by Lender for such purposes will then
bear interest at the rate charged under the Note from the date
incurred or paid by Lender to the date of repayment by Borrower.
All such expenses will become a part of the indebtedness and, at
Lender’s option, will (A) be payable on demand;
(B) be added to the balance of the Note and be apportioned
among and be payable with any installment payments to become due
during either (1) the term of any applicable insurance policy; or
(2) the remaining term of the Note; or (C) be treated as
a balloon payment which will be due and payable at the Note’s
maturity.
NEGATIVE
COVENANTS. Borrower
covenants and agrees with Lender that while this Agreement is in
effect, Borrower shall not, without the prior written consent of
Lender:
Indebtedness
and Liens. (1) Except for trade debt incurred in the
normal course of business and indebtedness to Lender contemplated
by this Agreement, create, incur or assume indebtedness for
borrowed money, including capital leases, (2) sell, transfer,
mortgage, assign, pledge, lease, grant a security interest in, or
encumber any of Borrower’s assets (except as allowed as
Permitted Liens), or (3) sell with recourse any of
Borrower’s accounts, except to Lender.
Continuity of
Operations. (1) Engage in any business activities
substantially different than those in which Borrower is presently
engaged, (2) cease operations, liquidate, merge, transfer,
acquire or consolidate with any other entity, change its name,
dissolve or transfer or sell Collateral out of the ordinary course
of business, or (3) pay any dividends on Borrower’s
stock (other than dividends payable in its stock), provided,
however that notwithstanding the foregoing, but only so long as no
Event of Default has occurred and is continuing or would result
from the payment of dividends, if Borrower is a “Subchapter S
Corporation” (as defined in the Internal Revenue Code of
1986, as amended), Borrower may pay cash dividends on its stock to
its shareholders from time to time in amounts necessary to enable
the shareholders to pay income taxes and make estimated income tax
payments to satisfy their liabilities under federal and state law
which arise solely from their status as Shareholders of a
Subchapter S corporation because of their ownership of shares of
Borrower’s stock, or purchase or retire any of
Borrower’s outstanding shares or alter or amend
Borrower’s capital structure.
Loans,
Acquisitions and Guaranties. (1) Loan, invest in or
advance money or assets to any other person, enterprise or entity,
(2) purchase, create or acquire any interest in any other
enterprise or entity, or (3) incur any obligation as surety or
guarantor other than the ordinary course of business.
Agreements. Borrower will not enter into any agreement
containing any provisions which would be violated or breached by
the performance of Borrower’s obligations under this
Agreement or in connection herewith.
CESSATION OF
ADVANCES. If Lender has
made any commitment to make any Loan to Borrower, whether under
this Agreement or under any other agreement, Lender shall have no
obligation to make Loan advances or to disburse Loan proceeds if:
(A) Borrower or any guarantor is in default under the terms of
this Agreement or any other agreement that Borrower or any
guarantor has with Lender; (B) Borrower or any guarantor dies,
becomes incompetent or becomes insolvent, files a petition in
bankruptcy or similar proceedings, or is adjudged a bankrupt;
(C) there occurs a material adverse change in Borrower’s
financial condition, in the financial condition of any guarantor,
or in the value of any collateral securing any Loan; or
(D) any guarantor seeks, claims or otherwise attempts to
limit, modify or revoke such guarantor’s guaranty of the Loan
or any other loan with Lender; or (E) Lender in good faith
deems itself insecure, even though no Event of Default shall have
occurred.
RIGHT OF
SETOFF. To the extent
permitted by applicable law, Lender reserves a right of setoff in
all Borrower’s accounts with Lender (whether checking,
savings, or some other account). This includes all accounts
Borrower holds jointly with someone else and all accounts Borrower
may open in the future. However, this does not include any IRA or
Keogh accounts, or any trust accounts for which setoff would be
prohibited by law. Borrower authorizes Lender, to the extent
permitted by applicable law, to charge or setoff all sums owing on
the indebtedness against any and all such accounts, and, at
Lender’s option, to administratively freeze all such accounts
to allow Lender to protect Lender’s charge and setoff rights
provided in this paragraph.
DEFAULT. Each of the following shall constitute an Event
of Default under this Agreement:
Payment
Default. Borrower fails to make any payment when due under this
Loan.
Other
Default. Borrower fails to comply with any other term,
obligation, covenant or condition contained in this Agreement or in
any of the Related Documents.
Default in
Favor of Third Parties. Borrower defaults under any loan,
extension of credit, security agreement, purchase or sales
agreement, or any other agreement, in favor of any other creditor
or person that may materially affect any of Borrower’s
property or Borrower’s ability to repay the Loans or perform
Borrower’s obligations under this Agreement or any related
document.
False
Statements. Any representation or statement made by Borrower to
Lender is false in any material respect.
Insolvency. The dissolution or termination of
Borrower’s existence as a going business, the insolvency of
Borrower, the appointment of a receiver for any part of
Borrower’s property, any assignment for the benefit of
creditors, any type of creditor workout, or the commencement of any
proceeding under any bankruptcy or insolvency laws by or against
Borrower.
Creditor or
Forfeiture proceedings. Commencement of foreclosure or
forfeiture proceedings, whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by
any governmental agency against any collateral securing the
Loan.
Events
Affecting Guarantor. Any of the preceding events occurs with
respect to any Guarantor of any of the indebtedness or any
Guarantor dies or becomes incompetent, or revokes or disputes the
validity of, or liability under, any Guaranty of the
Indebtedness.
Change in
Ownership. Any change in ownership of twenty-five percent (25%)
or more of the common stock of Borrower.
Insecurity. Lender in good faith believes itself
insecure.
EFFECT OF AN
EVENT OF DEFAULT. If any
Event of Default shall occur, except where otherwise provided in
this Agreement or the Related Documents, all commitments and
obligations of Lender, under this Agreement immediately will
terminate (including any obligation to make further Loan Advances
or disbursements), and, at Lender’s option, all Indebtedness
immediately will become due and payable, all without notice of any
kind to Borrower, except that in the case of an Event of Default of
the type described in the “Insolvency” subsection
above, such acceleration shall be automatic and not optional. In
addition, Lender shall have all the rights and remedies provided in
the Related documents or available at law, in equity, or otherwise.
Except as may be prohibited by applicable law, all of
Lender’s rights and remedies shall be cumulative and may be
exercised singularly or concurrently. Election by Lender to pursue
any remedy shall not exclude pursuit of any other remedy, and an
election to make expenditures or to take action to perform an
obligation of Borrower or of any Grantor shall not affect
Lender’s right to declare a default and to exercise its
rights and remedies.
SWEEP
AGREEMENT PROVISION. The
Borrower acknowledges and authorizes Bank to set up a zero balance
business checking account (the “Business Line of Credit Sweep
Account”) on which checks (“Business Line of Credit
Checks”) will be drawn for the sole purpose of advancing
funds against the Revolving Loans. The Business Line of Credit
Sweep Account number is 8881126028. The Borrower
acknowledges that the Business Line of Credit Checks are not the
same as checks drawn on a demand deposit account, but constitute
requests for advances respecting the Revolving Loans, which may be
made at the Bank’s discretion, in accordance with the terms
of this Agreement, and are repayable ON DEMAND. The amount of each
Business Line of Credit Check shall be at least $500.00. The Bank
may honor or dishonor any Business Line of Credit Check upon the
same conditions it may advance or refuse to advance funds
respecting Revolving Loans in accordance with this Agreement.
Business Line of Credit Checks may not be used to make any payment
due to the Bank. Any authorized representative of the Borrower may
stop payment on any Business Line of Credit Check by issuing a stop
payment order stating the exact amount, date and identity of the
payee on the Business Line of Credit Check. Any such stop payment
order shall be in writing or if made orally shall be confirmed in
writing within 5 calendar days. The Bank shall stop payment if the
Bank determines, in its sole and unfettered discretion, that there
is adequate time to stop payment on any such Business Line of
Credit Check at the time the Bank receives such stop payment order.
Subject to the terms of this paragraph business Line of Credit
Checks shall be governed by the terms of the Bank’s rules,
regulations and agreements respecting the Borrower’s checking
accounts with the Bank.
ERROR AND
OMISSIONS. In
consideration of the loan made by Sovereign Bank, (hereafter
referred to as “Lender” to the undersigned, the
undersigned does hereby represent the promise as follows: Upon
request made by the Lender, its successors or assigns, the
undersigned will execute such documents as are reasonable to
provide assurance to Lender (1) that the obligations
undertaken by the undersigned in connection with said loan will be
faithfully performed; (2) that any and all documents and
instruments signed by the undersigned in connection with said loan
are accurate statements as to the truth of the matters set forth in
them and constitute binding obligations upon the undersigned
according to their tenor; or (3) as to the amount of said loan
outstanding from time to time, and the date and amount of payments
made in respect to said loan. Upon request made by the Lender, its
successors or assigns, the undersigned will re-execute any document
or instrument
signed in
connection with said loan or execute any document or instrument
that ought to have been signed at or before closing of said loan,
or which was incorrectly drafted and signed, to facilitate full
execution of the appropriate documents. All such requests shall
receive the full cooperation and compliance by the undersigned
within seven (7) days of the making of the request set forth above.
The failure of the undersigned to comply with their obligations
hereunder shall constitute a default under the documents executed
in connection with said loan and shall entitle Lender or its
successors and assigns, to the remedies available for default under
the documents executed by the undersigned.
LINE OF
CREDIT RENEWAL. This Note
is subject to an annual review. Renewal will be based on
Lender’s ongoing satisfaction with Borrower’s financial
condition.
DEFINITIONS. The following capitalized words and terms shall
have the following meanings when used in this Agreement. Unless
specifically stated to the contrary, all references to dollar
amounts shall mean amounts in lawful money of the United States of
America. Words and terms used in the singular shall include the
plural, and the plural shall include the singular, as the context
may require. Words and terms not otherwise defined in this
Agreement shall have the meanings attributed to such terms in the
Uniform Commercial Code. Accounting words and terms not otherwise
defined in this Agreement shall have the meanings assigned to them
in accordance with generally accepted accounting principles as in
effect on the date of this Agreement:
Advance.
The word “Advance” means a disbursement of Loan funds
made, or to be made, to Borrower or on Borrower’s behalf on a
line of credit or multiple advance basis under the terms and
conditions of this Agreement.
Agreement.
The word “Agreement” means this Business Loan
Agreement, as this Business Loan Agreement may be amended or
modified from time to time, together with all exhibits and
schedules attached to this Business Loan Agreement from time to
time.
Borrower.
The word “Borrower” means Nocopi Technologies, Inc. and
includes all co-signers and co-makers signing the Note and all
their successors and assigns.
Collateral. The word “Collateral” means all
property and assets granted as collateral security for a Loan,
whether real or personal property, whether granted directly or
indirectly, whether granted now or in the future, and whether
granted in the form of a security interest, mortgage, collateral
mortgage, deed of trust, assignment, pledge, crop pledge, chattel
mortgage, collateral chattel mortgage, chattel trust,
factor’s lien, equipment trust, conditional sale, trust
receipt, lien, charge, lien or title retention contract, lease or
consignment intended as a security device, or any other security or
lien interest whatsoever, whether created by law, contract, or
otherwise.
Event of
Default. The words “Event of Default” mean any of
the events of default set forth in this Agreement in the default
section of this Agreement.
GAAP. The
word “GAAP” means generally accepted accounting
principles.
Grantor.
The word “Grantor” means each and all of the persons or
entities granting a Security Interest in any collateral for the
Loan, including without limitation all Borrowers granting such a
Security Interest.
Guarantor.
The word “Guarantor” means any guarantor, surety, or
accommodation party of any or all of the Loan.
Guaranty.
The word “Guaranty” means the guaranty from Guarantor
to Lender, including without limitation a guaranty of all or part
of the Note.
Indebtedness. The word “Indebtedness” means the
indebtedness evidenced by the Note or Related Documents, including
all principal and interest together with all other indebtedness and
costs and expenses for which Borrower is responsible under this
Agreement or under any of the Related Documents.
Lender.
The word “Lender” means Sovereign Bank, a federal
savings bank, its successors and assigns.
Loan. The
word “Loan” means any and all loans and financial
accommodations from Lender to Borrower whether now or hereafter
existing, and however evidenced, including without limitation those
loans and financial accommodations described herein or described on
any exhibit or schedule attached to this Agreement from time to
time.
Note. The
word “Note” means the Note executed by Nocopi
Technologies, Inc. in the principal amount of $100,000.00 dated
August 19, 2008, together with all renewals of, extensions of,
modifications of, refinancings of, consolidations of, and
substitutions for the note or credit agreement.
Permitted
Liens. The words “Permitted Liens” mean
(1) liens and security interests securing indebtedness owed by
Borrower to Lender; (2) liens for taxes, assessments, or
similar charges either not yet due or being contested in good
faith; (3) liens of materialmen, mechanics, warehousemen, or
carriers, or other like liens arising in the ordinary course of
business and securing obligations which are not yet delinquent;
(4) purchase money liens or purchase money security interests
upon or in any property acquired or held by Borrower in the
ordinary course of business to secure indebtedness outstanding on
the date of this Agreement or permitted to be incurred under the
paragraph of this Agreement titled “Indebtedness and
Liens”; (5) liens and security interests which, as of
the date of this Agreement, have been disclosed to and approved by
the Lender in writing; and (6) those liens and security
interests which in the aggregate constitute an immaterial and
insignificant monetary amount with respect to the net value of
Borrower’s assets.
Related
Documents. The words “Related Documents” mean all
promissory notes, credit agreements, loan agreements, environmental
agreements, guaranties, security agreements, mortgages, deeds of
trust, security deeds, collateral mortgages, and all other
instruments, agreements and documents, whether now or hereafter
existing, executed in connection with the Loan.
Security
Agreement. The words “Security Agreement” mean and
include without limitation any agreements, promises, covenants,
arrangements, understandings or other agreements, whether created
by law, contract, or otherwise, evidencing, governing,
representing, or creating a Security Interest.
Security
Interest. The words “Security Interest” mean,
without limitation, any and all types of collateral security,
present and future, whether in the form of a lien, charge,
encumbrance, mortgage, deed of trust, security deed, assignment,
pledge, crop pledge, chattel mortgage, collateral chattel mortgage,
chattel trust,
factor’s
lien, equipment trust, conditional sale, trust receipt, lien or
title retention contract, lease or consignment intended as a
security device, or any other security or lien interest whatsoever
whether created by law, contract, or otherwise.
BORROWER
ACKNOWLEDGES HAVING READ ALL THE PROVISIONS OF THIS BUSINESS LOAN
AGREEMENT AND BORROWER AGREES TO ITS TERMS. THIS BUSINESS LOAN
AGREEMENT IS DATED AUGUST 19, 2008.
THIS
AGREEMENT IS GIVEN UNDER SEAL AND IT IS INTENDED THAT THIS
AGREEMENT IS AND SHALL CONSTITUTE AND HAVE THE EFFECT OF A SEALED
INSTRUMENT ACCORDING TO LAW.
NOCOPI
TECHNOLOGIES, INC.
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/s/ Michael
Feinstein, M.D.
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Michael
Feinstein,
President of Nocopi Technologies, Inc.
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SOVEREIGN
BANK, A FEDERAL SAVINGS BANK
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/s/ Janet E.
DeTuro
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Authorized
Signer
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Nocopi
Technologies, Inc.
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Lender:
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Sovereign
Bank, a federal savings bank
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9C Portland
Road
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Villanova
Office
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West
Conshohocken, PA 19428
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2 Aldwyn
Lane
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P. O. Box
608
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Villanova,
PA
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