EXHIBITA MEMORANDUMOF REDEVELOPMENT AGREEMENT Attached. EXHIBITA MEMORANDUMOF REDEVELOPMENT AGREEMENT

 

 

 

 

NL INDUSTRIES, INC.,   Plaintiff,   vs.   SAYREVILLE ECONOMIC AND REDEVELOPMENT AGENCY,   Defendant.	SUPERIOR COURT OF NEW JERSEY LAW DIVISION MIDDLESEX COUNTY DOCKET NO. L-6018-02   Civil Action
SAYREVILLE ECONOMIC AND REDEVELOPMENT AGENCY,   Plaintiff,   vs.   NL INDUSTRIES, INC., et al.,   Defendants.	DOCKET NO. L-6130-02   (Consolidated Actions)

 

THIS MATTER having been opened to the Court upon the joint application of the condemnees NL Industries, Inc. and NL Environmental Management Services, Inc. (collectively “NL”) by their attorneys, Archer & Greiner, P.C., and the condemnor Sayreville Economic and Redevelopment Agency (“SERA”) by its attorneys, Hoagland, Longo, Moran, Dunst & Doukas, LLP, for an Order directing payment of $33,550,000 (Thirty-Three Million Five Hundred Fifty Thousand Dollars), together with all interest accrued thereon, currently held on deposit with the Clerk of the Superior Court, to Archer & Greiner, P.C., to be held in trust for NL; and the aforesaid parties having executed an agreement for the settlement of the above-captioned actions that provides for the release of the above-described funds; and the Court having considered the joint request for entry of this Consent Order; and all other parties whose interests SERA originally alleged in its Verified Complaint to be taking having previously been voluntarily dismissed from these consolidated actions; and good cause having been shown;

IT IS, on this _________ day of _________________, 2008, AGREED AND ORDERED as follows:

1. Pursuant to N.J.S.A. 20:3-23, the Clerk of the Superior Court of New Jersey is hereby authorized and directed to pay the sum of $33,550,000.00, together with all interest accrued thereon, out of the money deposited by SERA with the Clerk of the Superior Court in connection with these consolidated actions to Archer & Greiner, P.C. to be held in trust for NL and distributed in accordance with the terms of the parties’ settlement agreement.

2. In the event that the parties’ settlement agreement is terminated prior to distribution of the funds paid to Archer & Greiner, P.C. pursuant to Paragraph 1 of this Consent Order, NL shall within fifteen (15) days of termination of the parties’ settlement agreement redeposit with the Clerk of the Superior Court of New Jersey the sum of $33,550,000.00, which SERA previously deposited into Court as estimated just compensation in connection with these consolidated actions pursuant to N.J.S.A. 20:3-18 and this Court’s Order for Payment Into Court and for Possession entered on March 23, 2005.

3. Counsel for NL shall serve a copy of this Consent Order upon counsel for SERA within _______ days of its entry.

, J.S.C.

with the Clerk of the Superior Court

 

The undersigned hereby consent to the form and entry of this Order.       Christopher R. Gibson, Esquire Archer & Greiner, P.C. Attorneys for NL Industries, Inc. and NL Environmental Management Services, Inc.   Dated:

Michael J. Baker, Esquire Hoagland, Longo, Moran, Dunst & Doukas, LLP Attorneys for Sayreville Economic and Redevelopment Agency   Dated:

3202946v1

 

 

NL INDUSTRIES, INC.,   Plaintiff,   vs.   SAYREVILLE ECONOMIC AND REDEVELOPMENT AGENCY,   Defendant.	SUPERIOR COURT OF NEW JERSEY LAW DIVISION MIDDLESEX COUNTY DOCKET NO. L-6018-02   Civil Action
SAYREVILLE ECONOMIC AND REDEVELOPMENT AGENCY,   Plaintiff,   vs.   NL INDUSTRIES, INC., et al.,   Defendants.	DOCKET NO. L-6130-02   (Consolidated Actions)

 

IT IS HEREBY STIPULATED AND AGREED by and between the undersigned that all claims asserted by or against Sayreville Economic and Redevelopment Agency, NL Industries, Inc., and NL Environmental Management Services, Inc. in the above-captioned consolidated actions are dismissed with prejudice.  Each side agrees to bear its own attorney fees and costs associated with this matter.

Christopher R. Gibson, Esquire Archer & Greiner, P.C. Attorneys for NL Industries, Inc. and NL Environmental Management Services, Inc.   Dated:

Michael J. Baker, Esquire Hoagland, Longo, Moran, Dunst & Doukas, LLP Attorneys for Sayreville Economic and Redevelopment Agency   Dated:

3020627v1

 

An Equitable Lien arose by operation of law, and in accordance with the Eminent Domain Act of 1971 (“Eminent Domain Act”), N.J.S.A. 20:3-1, et seq., by virtue of the taking through eminent domain of certain real property in the Borough of Sayreville, Middlesex County, New Jersey designated on Exhibit A attached hereto (the “Property”).  The Property was owned by NL Industries, Inc. and/or NL Environmental Management Services, Inc. (collectively “NL”) until its taking through eminent domain by the Sayreville Economic and Redevelopment Agency pursuant to an action filed in July 2002 in the Superior Court of New Jersey, Law Division, Middlesex County under docket number L-6130-02.

 

The Equitable Lien arose and attached to the Property to secure payment to NL of just compensation owed to NL pursuant to the Eminent Domain Act, the Fifth Amendment of the United States Constitution, and Article I, Paragraph 20 of the New Jersey Constitution as a result of the taking of the Property.  Notices of Lis Pendens relating to the Equitable Lien were recorded by the Middlesex County Clerk on August 8, 2002 in Book # 31 at Page 47, on April 26, 2007 in Book #35 at Page 112, and on December 19, 2007 in Book #35 at Page 604.

 

The Equitable Lien with respect to the Property has been PAID IN FULL or otherwise SATISFIED and DISCHARGED.  It may now be discharged of record.  This means that the Equitable Lien with respect to the Property is now canceled and void.

 

The undersigned each sign and CERTIFY to this Discharge of Equitable Lien on __________________, 2009.

 

 

Witnessed or Attested by:	NL INDUSTRIES, INC.
__________________________	By: ____________________________(Seal)
	Name: _________________________
	Title: __________________________
	NL ENVIRONMENTAL MANAGEMENT SERVICES, INC.
__________________________	By: ____________________________(Seal)
	Name: _________________________
	Title: __________________________

STATE OF TEXAS, COUNTY OF DALLAS :s.s.

 

I CERTIFY that on                       , 2009, before me the undersigned witnessing authority, personally appeared ___________________________, who is the ____________________ of NL INDUSTRIES, INC., who I am satisfied is the person who signed the within instrument, and he/she acknowledged that he/she signed, sealed and delivered the same as such officer aforesaid, and that the within instrument is the voluntary act and deed of such corporation.

 

________________________________

Print Name:_____________________

Title:__________________________

Commission Expires:_____________

STATE OF TEXAS, COUNTY OF DALLAS :s.s.

 

I CERTIFY that on                       , 2009, before me the undersigned witnessing authority, personally appeared ___________________________, who is the ____________________ of NL ENVIRONMENTAL MANAGEMENT SERVICES, INC., who I am satisfied is the person who signed the within instrument, and he/she acknowledged that he/she signed, sealed and delivered the same as such officer aforesaid, and that the within instrument is the voluntary act and deed of such corporation.

 

________________________________

Print Name:_____________________

Title:__________________________

Commission Expires:_____________

3562920v1

 

 

 THIS FINANCIAL ASSURANCE AGREEMENT (the "Agreement"), made as of this 1,  day of , 2008, by and among the Sayreville Economic and Redevelopment

 

Agency, a municipal redevelopment agency ("SERA"), Sayreville Seaport Associates, L.P., a Delaware limited partnership with an office at 2701 Renaissance Boulevard, 4th Floor, King of Prussia, PA 19406, (hereinafter referred to as "SSA"), NL Industries, Inc., a New Jersey Corporation ("NL"), NL Environmental Management Services, Inc., a New Jersey Corporation ("NL EMS" and together with NL, the "NL Companies"), and Bank of America, N.A., a national banking association with an office at 4 Penn Center, Suite 1100, Philadelphia, PA 1903 (the "Bank"), as Agent for all of the financial institutions now or hereafter a party to that certain Loan Agreement (the "Loan Agreement") dated of even date herewith between SSA and the Bank.

 

 

WHEREAS, SERA is the legal owner of certain tracts or parcels of land known as the fruitier NL Industries site, as further described on Exhibit A attached to this Agreement (collectively, the "Site");

 

WHEREAS, SERA has entered into a Ground Lease Agreement with SSA dated as of even date herewith (the "Ground Lease") for the Site;

 

WHEREAS, SERA, SSA, the NL Companies and the County of Middlesex, New Jersey (the "County") have entered into a Reinstated and Amended Settlement Agreement and Release dated as of June 26, 2008 and that certain Amendment to Reinstated and Amended Settlement Agreement and Release dated of even date herewith (as amended, the "Four Party Agreement"), pursuant to which, inter alia, SERA has agreed to enter into a Memorandum of Understanding ("MOU") with the New Jersey Department of Environmental Protection Agency ("NJDEP"), pursuant to which SERA shall be the party performing the investigation and remediation at the Site to satisfy the "Assumed Environmental Liabilities," as that term is defined in the Four Party Agreement;

WHEREAS, pursuant to the Four Party Agreement, SSA has agreed to assume all responsibility for the Assumed Environmental Liabilities, and to satisfy all of SERA's obligations pursuant to the MOU;

 

WHEREAS, the Bank has agreed to set aside funds, in accordance with the terms of this Agreement and in accordance with the budget for the Loan (as defined below), for use by SSA, SERA and/or the NL Companies as set forth in this Agreement: (a) to fund a portion of the investigation, oversight and remediation required to satisfy the Assumed Environmental Liabilities, including the costs associated with the remediation of contaminated wetlands at the Site (the "Rernediation") and/or (b) to serve as collateral for one or more Economic Infrastructure Trust loans from the New Jersey Environmental Infrastructure Trust to SERA ("EIT Loans"), the proceeds of such EIT Loans to be used to fund a portion of the Remediation (collectively, the "Eligible Uses").

 

NOW, THEREFORE, in consideration of the mutual promises contained herein, and intending to be legally bound, the parties hereby agree as follows:

 

I.The Bank acknowledges that the sum of Twenty Million Dollars ($20,000,000)

 

(the "Set Aside Fund") of the proceeds of the loan (the "Loan") being made by the Bank and other lenders to SSA pursuant to the terms of the Loan Agreement have been designated and reserved for the purpose of funding and serving as financial assurance for the Eligible Uses. Proceeds of the Set-Aside Fund will be made available to be advanced by the Bank in accordance with the terms and conditions of this Agreement. Subject to the terms and except as provided in Paragraph 4(d) of this Agreement, the Bank specifically agrees that at no time will the obligation to fund the proceeds of the Set Aside Fund be terminated, revoked, released, or withdrawn, in whole or in part, regardless of whether SSA is in default of any of its obligations under the Loan, unless and until the Bank first receives written approval from SSA, SERA and the NL Companies to do so.

 

2. This Agreement is not to be construed as a guarantee by the Bank that the Remediation will actually be performed, or that Twenty Million Dollars ($20,000,000) is sufficient to pay for any or all of the Eligible Uses, including, without limitation, the Remediation in its entirety. The Bank shall have no obligation nor duty of inquiry to confirm that any notices have been delivered to any party to this Agreement, other than the Bank, or as to the validity or authenticity of any such notice. Except as otherwise provided in Section 7 of this Agreement, Bank shall be entitled to rely on any and all such notices and shall be released from any and all claims by the parties hereto in connection with its reliance on any such notice given pursuant to this Agreement and shall be indemnified, held harmless and defended by the parties involved in any claims brought against the Bank for or in connection with Bank having relied upon or acted in accordance with any notice given to it pursuant to this Agreement.

 

3.            SSA's Use of the Set Aside Fund.

 

(a)The Set Aside Fund may only be used by SSA for the Eligible Uses.

 

Without any consent of the Bank, SERA and the NL Companies, but with prior written notice being given to all by SSA, SSA may use or designate all or any portion of the Set Aside Fund as collateral for FAT Loans actually awarded to SERA. Any amount of the Set Aside Fund used or designated as collateral for any EIT Loan shall reduce the amount and availability of the remaining funds allocated to the Set Aside Fund for other Eligible Uses ("Available Funds"). SSA may draw upon Available Funds in the Set Aside Fund for the purpose of paying for the Remediation solely in accordance with Paragraph 3(b) below. SSA may request that SERA and the NI, Companies agree to a reduction of the Set Aside Fund to an amount equal to the remaining estimated costs (as defined pursuant to the Four Party Agreement) in accordance with Paragraph 3(c) below.

 

(b)(i) In order to draw upon the Available Funds in the Set Aside Fund, to pay for Remediation, SSA and SERA shall jointly submit to the NL Companies a written request to authorize the disbursement of a specified amount of Available Funds, which request shall not be unreasonably withheld, conditioned or delayed. Upon the NL Companies' written approval of such written request, SSA shall then deliver to the Bank the joint written approval of SSA, SERA and the NL Companies to Bank's disbursement to, or for the account of SSA under the Loan Agreement of the specified amount of the Available Funds (a "Written Approval"). At the time SSA submits such Written Approval to the Bank, SSA shall simultaneously send to SERA and the NL Companies copies of such Written Approval and request for funds pursuant thereto. In no event and under no circumstance shall Bank have any obligation to monitor, verify, insure or otherwise see to it that any and all such amounts disbursed from the Set Aside Fund pursuant to a Written Approval are in fact used or utilized by SSA, or any other person or party, for, to or with respect to the Remediation.

 

(ii) Under the Four Party Agreement, SSA is required to first utilize any state grant funds, EIT Loans or other public grants which have been received by SERA to perform the Remediation before using any proceeds from the Set Aside Funds for such Remediation. The Four Party Agreement also provides that if the amount of state grant funds, EIT Loans and other public grants received by SERA and available to SSA is insufficient to perform any portion of the Remediation or if SERA has not yet received such public funds or if the costs and expenses to be paid are not reimbursable through such public funds, SSA may submit a Written Approval in accordance with the terms of this Agreement to draw upon the Available Funds in the Set Aside Fund to pay for such portion of the Remediation.

(c) If at any time SSA determines that the estimated cost of the remaining not investigatory and remedial activities to perform the Remediation (the "Remaining Remediation") are less than the funds remaining in the Set Aside Fund which have not been used or allocated as collateral for FIT Loans, SSA may submit a written request to the Bank for a release of funds allocated to the Set Aside Fund so that the remaining funds allocated as the Set Aside Funds pursuant to this Agreement will equal the sum of (X) the Remaining Remediation (the "Reduction Request") and (Y) such amounts as have been used or allocated as collateral for EIT Loans. The Reduction Request shall be accompanied with a certification and supporting documentation from SSA's environmental consultant, along with written approval from SERA and the NL Companies (or an affidavit from SSA that such approval has been deemed approved pursuant to the Four Party Agreement). In the event an affidavit is delivered to the Bank under the immediately preceding sentence, the Bank shall be irrevocably permitted to act and rely on such affidavit and SERA and the NL Companies release the Bank from any and all claims in connection with such affidavit and the applicable party or parties disputing the Bank's action shall indemnify, defend and hold harmless the Bank from any and all claims arising in connection with such affidavit.

 

(d) Upon the receipt from SSA of either a Written Approval or a Reduction

 

Request along with the written approval from SER.A and the NL Companies (or an affidavit from SSA that such approval has been deemed approved pursuant to the Four Party Agreement), the Bank shall promptly disburse to SSA the amount requested in the Written Approval, or subject to the terms of the Loan Agreement regarding disbursements, the Reduction Request, along with a written statement to SSA, with a copy to SERA and the NL Companies, setting forth both the amount released and the unrestricted amount available for disbursement of the Set Aside Fund following such release.

4.SERA's and the NL Companies' Use of Set. Aside Fund.

 

(a) If SSA is in default of its obligations under the Four Party Agreement, after any and all notices and expiration of applicable cure periods as provided for in the Four Party Agreement, and SERA has delivered written notice to SSA and the NL Companies exercising its rights under the Four Party Agreement to remove SSA as the party performing remediation in connection with the Assumed Environmental Liabilities (an "SSA Removal Notice"), SERA may deliver the SSA Removal Notice to the Bank. In the event an SSA Removal Notice is sent to SSA, no Written Approvals, request for use of the Set Aside Fund as collateral for an EIT Loan or a Reduction Request shall be submitted to the Bank by SERA until the expiration of the Objection Period (as defined in Paragraph 4(c) below) without the Bank having actually received a Removal Objection prior to such expiration. If the Bank has not received a Removal Objection (as defined in Paragraph 4(c) below) prior to the expiration of the Objection Period, SERA shall be authorized to draw upon the Set Aside Fund, for the benefit of SSA, provided that SERA submits Written Approval or Reduction Requests to the Bank in accordance with the requirements of Paragraph 3(b) or 3(c) above as if SERA were SSA for purposes of these sections of the Agreement; provided, however, only the NL Companies' approval of the same shall be required. Any Reduction Request pursuant to this Paragraph 4(a) shall not result in a disbursement of funds to SERA, but only a reduction in the amount of Available Funds.

 

(b) In the event pursuant to the Four Party Agreement, SSA is removed by SERA as the party performing the remediation in connection with the Assumed Environmental Liabilities and, in connection therewith or subsequent thereto, NJDEP removes SERA as the party performing the remediation at the Site due to a default by SERA under the MOU, and NJDEP designates the NL Companies as the lead remediator at the Site (the "SERA Removal Events"), the NL Companies shall be entitled to draw Available Funds in the Set Aside Agreement pursuant to Section 4(b) provided that NL Companies first sends written notice to the Bank, with a copy to SSA and SERA, certifying to Bank that the SERA Removal Events have occurred ("SERA Removal Notice") and provided the Bank does not receive a Removal Objection pursuant to Paragraph 4(c) below, the NL Companies shall be authorized to draw upon the Available Funds in the Set Aside Fund for Remediation, on behalf of SSA, pursuant hereto, provided that the NL Companies submits Written Approvals or Reduction Requests to the Bank in accordance with the requirements of Paragraph 3(b) or 3(c) above as if the NL Companies were SSA for purposes of these sections of the Agreement; provided, however, no approval by SSA or SERA shall be required. Any Reduction Request pursuant to this Paragraph 4(b) shall not result in a disbursement of funds to the NL Companies, but only a reduction in the amount of Available Funds.

 

(c) Removal Objection.

 

(i)If SSA or the NL Companies objects to a SSA Removal Notice, or

 

if SERA objects to a SERA Removal Notice, the objecting party shall provide the Bank, with simultaneous copies to the other parties, with a written notice of objection to the SSA Removal Notice or SERA Removal Notice, specifying the reasons for such objection (a "Removal Objection"), within five (5) days of the Bank's receipt of the SSA Removal Notice or SERA Removal Notice (the "Objection Period"). As among SSA, SERA and the NL Companies, the only valid basis for SSA or the NL Companies to make a Removal Objection objecting to the SSA Removal Notice shall be that SSA was not, in fact, removed by SERA as the party performing the remediation in connection with the Assumed Environmental Liabilities pursuant to the Four Party Agreement. As among SSA, SERA and the NL Companies, the only valid bases for SERA to make a Removal Objection objecting to the SERA Removal Notice shall be the following: (1) SERA was not, in fact, removed by NJDEP as the party performing the remediation of the Site pursuant to the MOU and/or (2) the NL Companies were not designated by NJDEP as the lead remediator of the Site. Upon the Bank's receipt of a Removal Objection, the Bank shall not disburse to SERA or the NL Companies, as the case may be, the amount requested in the Written Approval or Reduction Request (or such other amount as directed by the parties subject to the dispute) until directed to do so by either (a) a joint written letter signed by SSA, SERA and the NL Companies with respect to a SSA Removal Notice or by SERA and the NL Companies with respect to a SERA Removal Notice or (b) as directed by an arbitrator pursuant to an arbitration conducted in accordance with the requirements of Paragraph 4(c)(ii) below.

 

(ii) If any party sends a Removal Objection prior to the expiration of the Objection Period, then within three (3) days of such Removal Objection, the parties subject to the dispute (which shall not include the Bank) shall meet (either in person or via teleconference) in a good faith effort to resolve any dispute among such parties relating to the SSA Removal Notice or SERA Removal Notice, as the case may be. In the event such parties are able to resolve such dispute at the meeting, such parties that are the subject of the dispute shall, within two (2) business days of the meeting, send a joint written letter to the Bank; instructing the Bank on an ongoing basis which party shall be authorized to submit to the Bank a Reduction Request or a Written Approval. If the parties that are the subject of such dispute cannot resolve any dispute at the meeting, the parties that are the subject of such dispute agree to participate in a binding arbitration before a neutral arbitrator to settle the dispute in accordance with the arbitration provisions contained in Paragraph 4(c)(iii) below.

 

(iii) Arbitration. In the event arbitration is triggered pursuant to Paragraph 4(c)(ii) above, the parties (other than the Bank) agree as follows: the disputed issue

shall be submitted by the parties that are the subject of the dispute within ten (10) days of completion of the meeting described in Paragraph 4(c)(ii) above to the American Arbitration Association in New Jersey, and shall be determined in accordance with the rules of said Association. The decision of the arbitrator shall be binding upon the parties and no appeal shall be taken by either to any Court, and the decision of the arbitrator shall be enforceable in any Court of law or equity. Each party shall pay its own attorneys' fees and costs in connection with the arbitration and the each party to the dispute shall pay a proportionate share of the cost of the arbitration.

 

(d)Notwithstanding anything to the contrary in this Agreement, upon a default by SSA under of any of its obligations under the Loan beyond any applicable notice and cure period or at Maturity of the Loan, whether by scheduled maturity or acceleration due to default or otherwise, the Bank may elect in its sole discretion to fund, on behalf of SSA, and deposit the then remaining funds in the Set Aside Fund (as the same may have been reduced) into a remediation trust fund having a trustee mutually agreed to by SERA and the NL Companies. In the event SERA and the NL Companies have not agreed upon a trustee within three (3) business days of written notice from the Bank, the Bank may deposit the then remaining funds in the Set Aside Fund into a remediation trust fund having a trustee selected by the Bank. Upon the Bank's deposit of such remaining funds into a remediation trust fund selected by the Bank, the Bank shall have no further obligations or liabilities under this Agreement and this Agreement shall automatically become null and void and of no further force or effect as to any obligation of the Bank.

 

5.The parties hereto covenant and agree that, during such time that any portion of the Set Aside Fund has been pledged as collateral for an EIT Loan, no party shall submit a

Written Approval or Reduction Request to the Bank for such funds that have been so pledged as collateral.

 

6. In the event that: (i) SSA has been removed by SERA as the party perfouning the remediation in connection with the Assumed Environmental Liabilities; (ii) NJDEP has removed SERA as the party performing the remediation at the Site due to a default by SERA under the MOU and (iii) NJDEP does not designate the NL Companies as the lead remediator at the Site, the Bank shall deposit the then remaining funds in the Set Aside Fund into a remediation trust fund selected by the Bank, and, following such deposit, the Bank shall have no further obligations or liabilities under this Agreement and this Agreement shall automatically become null and void and of no further force or effect as to any obligation of the Bank. The NJDEP may use such deposited funds to perform the Remediation.

 

7. It is further understood and agreed that the Bank shall, at no time and in no manner, bear any responsibility by reason of this Agreement other than to allocate from the Loan the Set Aside Fund pursuant hereto for the benefit and use of SSA or such other party as authorized pursuant to this Agreement, subject to paying or releasing there from such sum, or sums, as from time to time may hereinafter be authorized pursuant to the terms of this Agreement. Bank shall have no liability and the parties hereto release Bank from any and all claims, causes of action and liabilities in connection with Bank acting upon any purported Written Approval, Reduction Request, SSA Removal Notice, SERA. Removal Notice, a Removal Objection or any other notice or writing as provided for or pursuant to this Agreement or any action taken hereunder by Bank except for Bank's own gross negligence or willful misconduct.

 

8. The laws of the State of New Jersey shall govern this Agreement. All parties to this Agreement agree to submit to the jurisdiction of the State of New Jersey for all matters pertaining to this Agreement.

9.This Agreement extends to and binds the successors, heirs, administrators and assigns of the parties hereto.

 

10. By executing this Agreement, the individuals signing this Agreement represent and warrant that they have the authority to execute this Agreement on behalf of the person for whom they are signing and to bind that person to the terms of this Agreement.

 

11. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original as against any party whose signature appears thereon, and all of such counterparts shall together constitute one and the same instrument. This Agreement may he signed by facsimile and a facsimile signature shall constitute an original signature. This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.