Settlement of dispute over mortgages and guarantees of testator. THIS ENTIRE AGREEMENT SHALL BE IN FULL FORCE AND EFFECT ONLY UPON THE CONDITION THAT IT IS APPROVED BY (PROBATE COURT) OF NASSAU COUNTY Agreement made this _________[date] between _________, a Limited Partnership, with its principal place of business at _________("ACA"); Centers Inc., a _________ corporation, with its principal place of business at _________("Centers"); and the Estate of _________(the "Absentee"). Recitals ACA has entered into mortgage agreements on various properties with the Absentee; and Centers has pledged and guaranteed the mortgage agreements of ACA with the Absentee; and A dispute has arisen between the parties concerning the terms and conditions of the mortgage agreements; and The parties are desirous of settling the dispute. Therefore, in consideration of the mutual covenants in this agreement the parties agree as follows: 1. ACA is indebted to the Absentee for the sum of $_____ from _________[date], and also owes interest of 10% per year from _________[date], as per the mortgage notes. 2. ACA shall deed over the following properties to the Absentee in lieu of the Absentee bringing an action for foreclosure: Premises Balance of Mortgage
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3. The Absentee also has a mortgage on premises known as _________. ACA shall sell these premises to a third-party for the sum of $_____ net to ACA and these monies shall be turned over to the Absentee at closing. In return the Absentee shall deliver a satisfaction of mortgage. The present amount due and owing on the mortgage is $_____. During the period of time in which the property is not transferred to a third-party, ACA and Centers jointly agree to pay the sum of $_____ a month to the Absentee. These payments shall continue until there is a transfer. ACA and Centers shall continue to pay taxes, insurance and all other incidental costs for such propert y until the transfer occurs. In the event transfer does not take place within one year from the date of this agreement, or at any time before Centers shall purchase from ACA the property for a sum of $_____ net, and that money shall be given to the Absentee. The Absentee shall
take back the property from ACA if Centers refuses to purchase the property. ACA shall then deed the property to the Absentee. 4. The sum of $_____ has been received by the Absentee from ACA and Centers. This money is made part of the settlement and represents monies tendered by ACA and Centers during the time of the dispute. 5. ACA shall sign a promissory note in the sum of $_____, and Centers shall guarantee the note which is payable to the Absentee in equal monthly payments over a five-year period, with interest of 10% per year. This note shall be collateralized by 20% of the stock in Centers if it continues to be a private corporation. The Absentee agrees to release the balance of the stock being held in a stock pledge agreement dated _________. In the event Centers becomes a public stock company, this note shall be unsecured, except that Centers, by one of its authorized Officers, shall sign same. After payment of above, all parties will exchange general releases. 6. The following adjustments shall be made after title reports are received showing that the properties being deeded back are free and clear of any liens, except for liens such as real estate taxes which can be adjusted at the time of closing. (a). There shall be an adjustment on real estate taxes. (b). All transfer taxes shall be paid by the Absentee. (c). Security on rentals held by ACA shall be transferred to the Absentee. 7. Closing shall be within 30 days after the approval of the Surrogate and there being free and clear title on the properties above mentioned. 8. The parties shall sign any and all documents necessary to effectuate the closing of this agreement. 9. In the event of default on any of the terms and conditions mentioned above, the Absentee, after giving 10 days notice of default, and ACA and Centers not curing the default within 30 days, shall have the right to do the following as long as such default continues: (a) The rights and remedies provided by the _________ Uniform Commercial Code; (b) Sell the pledged stock, or any part of it, and credit the parties; and (c) Bring any necessary law suit, not restricting the Absentee to bring an action either in equity or in law. (d) Bring an action or law suit as provided for under all the agreements dated _________, if they still apply. 10. Twenty percent of the assets of Centers shall not be transferred or hypothecated to any person or entity outside the ordinary course of business, nor shall ACA or Centers sell or lease all or substantially all of their assets, nor merge or consolidate with any other entity, except with the written permission of the Absentee, which will not be withheld if there is a public offering of Centers, or a sound buyer purchases Centers. 11. ACA and Centers agree to indemnify and hold harmless any liens or claims placed on the above-mentioned properties in paragraphs "2" and "3" for one year after the deeding in foreclosure of these properties. In the event ACA and Centers do not indemnify or cure the liens, as per the terms and conditions of the default provision of this agreement, Centers may have the same remedies as the Absentee had under paragraph "9" of this agreement. 12. ACA, Centers and the Absentee acknowledge that the Absentee still maintains a 4½% interest in Centers, itself. However, if Centers becomes a public stock company, the Absentee agrees to have h— stock diluted in the same proportion as all other insider stockholders. Absentee is to sign the same stock lock-up letter as all other insider stockholders.
13. No failure on the part of the Absentee to exercise, and no delay in exercising, any right power or remedy under this agreement shall operate as a waiver of it; nor shall any single or partial exercise by the Absentee of any right, power or remedy preclude any other or further exercise of it or the exercise of any other right, power or remedy. The remedies provided in this agreement are cumulative and are not exclusive of any remedies provided by law. 14. (a). This agreement shall terminate when all of the terms, covenants and conditions contained in the documents have been performed by ACA and Centers. Upon such termination, the Absentee shall deliver, against receipt and at the expense of ACA and Centers, any remaining stock and all other collateral, if any, then held by the Absentee, to or on the order of ACA and Centers. (b). The Absentee shall file UCC Termination Agreements at the closing of this agreement and release any stock not necessary for collateralization. 15. All parties to this agreement shall be entitled to rely upon any paper, instrument or document which they, in good faith, believe to be genuine and correct and to have been signed or sent by the proper person or persons. All notices, requests and demands shall be given to or made upon the respective parties at their respective addresses specified in this agreement or, as to any party, at such other address as may be designated by it in a written notice to all other parties. All notices, requests, consents and demands under this agreement shall be effective when personally delivered or when delivered to the party to whom notice is being given in the mails, certified or registered, return receipt requested, or delivered to the party to whom notice is being given by the telegraph company, addressed as provided above. 16. This agreement shall be binding upon and shall inure to the benefit of the Absentee, ACA and Centers, and their respective successors and assigns. 17. This agreement shall in all respects be construed in accordance with and governed by the law of the State of _________. In witness, the parties have caused this agreement to be executed as of the day written above. _________, a Limited Partnership By: _________ _________, Partner _________ _________, Partner _________, Absentee By: _________ _________, Co-Temporary Trustee _________ _________, Co-Temporary Trustee
Centers Inc. By: _________ _________, President