dii_ex10aa3.htm


    EXHIBIT 10AA.3

     

    MODIFICATION
AGREEMENT

     

    THIS
MODIFICATION AGREEMENT (the “Agreement”) is made effective as of September 30,
2009 (“Effective Date”) by and between WACHOVIA BANK, NATIONAL
ASSOCIATION whose address is 225 Water Street, Jacksonville,
FL  32202 (“Wachovia”), and DECORATOR INDUSTRIES, INC., a
Pennsylvania corporation, whose address is 10011 Pines Boulevard, Suite 201,
Pembroke Pines, FL  33024 (“Borrower”).

     

    W
I T N E S S E T H:

     

    WHEREAS,
Wachovia is the owner and holder of that certain Amended and Restated Revolving
Promissory Note (the “Note”) executed by Borrower in favor of Wachovia dated
April 25, 2008 in the original principal amount of FIVE MILLION AND NO/100
DOLLARS ($5,000,000.00) (the “Loan”); and

     

    WHEREAS,
Borrower and Wachovia executed that certain Loan Agreement dated May 24, 2006
which was subsequently amended by that certain First Amendment to Loan Agreement
dated April 25, 2008 (collectively, the “Loan Agreement”); and

     

    WHEREAS,
At the request of Borrower and after discussions between the parties as to the
paydown of the Loan, Wachovia signed that certain letter dated June 26, 2009,
which extended the maturity date of the Note to September 30, 2009 (the
“Extension Letter”); and

     

    WHEREAS,
the Note and the Loan Agreement, the Extension Letter, this Agreement, the
Mortgages (as defined herein) and all other documents executed by Borrower in
connection with such loan, are hereinafter sometimes referred to as the “Loan
Documents”); and

     

    WHEREAS,
Borrower has advised Wachovia it cannot repay the Loan in full as of September
30, 2009; and

     

    WHEREAS,
Borrower has requested that Wachovia extend the current Maturity Date of the
Loan from September 30, 2009 and requests that certain other terms of the Loan
Documents be modified and Wachovia has agreed to modify the Loan Documents, but
only upon the terms and subject to the conditions hereinafter set
forth.

     

    NOW
THEREFORE, in consideration of the premises hereof, the mutual covenants
contained herein and the sum of TEN AND NO/100 DOLLARS ($10.00) in hand paid by
Borrower to Wachovia, the receipt and sufficiency of which are hereby
acknowledged, it is agreed as follows:

     

    1.           RECITALS.  The
Recitals contained hereinabove are true and correct and are made a part
hereof.

     

    2.           DEFINITIONS.  Unless
otherwise defined herein, all initially capitalized terms used herein but not
otherwise defined shall have the meanings ascribed to such terms in the Loan
Agreement.

     

    3.

     


    
      
        
          


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10AA.3

          


        

      

    


    EXISTING
STATUS OF THE LOAN.  In order to induce Wachovia to enter into
this Agreement, Borrower does hereby stipulate and acknowledge that: (a) the
Loan matures on September, 30, 2009 and Borrower cannot pay the Loan in full as
of September 30, 2009 and said failure to pay the Loan is an event of default
under the Loan Documents; (b)  the Borrower has not met the Senior Funded
Debt to EBITDA Ratio (as set forth in Section 4 of the Loan Agreement) which is
an event of default under the Loan Documents; (c) the principal balance and
accrued interest of the indebtedness represented by the Note as of the Effective
Date is THREE MILLION NINETY-NINE THOUSAND FOUR HUNDRED AND NO/100 DOLLARS
($3,099,400.00); and (d) the Loan Documents, as modified by this Agreement are
in full force and effect.

     

    4.           REPRESENTATIONS
AND WARRANTIES.  Borrower hereby represents and warrants to
Wachovia as of the Effective Date each of the following

     

    (a)           Enforceability of Loan
Documents.  The Loan Agreement, the Note, the Mortgages, this
Agreement and any other Loan Documents executed by Borrower with regard to the
Loan are valid and binding upon Borrower and enforceable in accordance with the
terms thereof.

     

    (b)           Authority.  If
Borrower is other than a natural person: (i) Borrower is duly organized,
validly existing and in good standing in the state of Borrower's origin;
(ii) Borrower has all necessary power and authority to execute this
Agreement and to perform the transactions contemplated hereby;
(iii) Borrower's execution of this Agreement has been duly authorized by
all necessary action on the part of Borrower; and (iv) those persons
executing this Agreement on behalf of Borrower have been duly authorized by all
necessary action on Borrower's behalf.

     

    (c)           Consents.  Neither
the execution and delivery by Borrower of this Agreement, nor the performance by
Borrower of its obligations hereunder requires (i) the consent,
authorization or approval of, the giving of notice to, or the registration with,
or the taking of any other action in respect of, any federal, state, foreign or
local governmental authority or agency, pursuant to any law, rule or regulation
applicable to Borrower or pursuant to any order, injunction or decree of any
such authority or agency, or (ii) the consent, authorization or approval
of, or the giving of notice to any partner or creditor of Borrower.

     

    (d)           Conflicts.  Neither
the execution and delivery by Borrower of this Agreement, nor the performance by
Borrower of its obligations hereunder, will (i) conflict with, or result in
a breach of, any of the terms, conditions or provisions of any law, rule or
regulation applicable to Borrower or any order, injunction or decree of any
court or governmental instrumentality or of any bond, debenture, note, mortgage,
deed of trust, guaranty, indenture, agreement or other instrument to which
Borrower is now a party or by which it may be bound, or constitute a default
thereunder or, if Borrower is other than a natural person, any partnership
agreement, articles of incorporation, by-laws or other formation or charter
documents, respectively, of Borrower or any of its general partners, or
(ii) result in the creation or imposition of any claim, lien, security
interest, charge or other encumbrance of any nature whatsoever upon any property
of Borrower pursuant to the terms of any such agreement or
instrument.

     

    (e)

     


    
      
        
          


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10AA.3

          


        

      

    


    Litigation.  There
are no actions, suits or proceedings, pending or, to Borrower's knowledge,
threatened against or affecting Borrower or the Properties (as defined herein),
at law or in equity, before any court or commission, agency or instrumentality
which would materially and adversely affect the business of Borrower or the
financial condition of Borrower or the ability of Borrower to perform its
obligations under the Loan, this Agreement or the Loan Documents.

     

    (f)           No Bankruptcy or Assignment
for the Benefit of Creditors Filing.  Borrower is not a debtor
in any outstanding action or proceeding pursuant to any bankruptcy law or
assignment for the benefit of creditors law, and none has, upon the Effective
Date of this Agreement, any current intent either to file a petition by it under
any bankruptcy law or assignment for the benefit of creditors law, or the
liquidation of all or any portion of its assets or property, and Borrower is not
aware that any other person has any current intent to file against any such
person a petition under any bankruptcy law or assignment for the benefit of
creditors law.

     

    (g)           Title.  The
Properties are owned in fee simple by Borrower and are free and clear of all
liens, charges, and other monetary encumbrances such that the Mortgages shall be
first priority liens as to each of the Properties.

     

    5.           CONDITIONS
TO MODIFICATION.

     

    (a)           Execution of
Documents.  Borrower shall have executed, acknowledged, where
applicable, and delivered to Wachovia, this Agreement, the Mortgages, and if
required by Lender, UCC-1 or UCC-3 Financing Statements and any other documents
necessary to effectuate the terms of this Agreement.

     

    (b)           Reaffirmation of
Representations and Warranties.  By its execution hereof,
Borrower hereby reaffirms to Wachovia the continued truth, accuracy and
completeness in all material respects of each of the representations and
warranties of Borrower set forth in Paragraph 4 above and in the Loan Documents
with the same force and effect as if each were separately stated herein and made
as of the date hereof.

     

    (c)           Title
Policies.   At Borrower’s cost, Lawyers Title Insurance
Company or other nationally-recognized title company selected by Wachovia at its
sole determination, shall issue to Wachovia, loan policies and endorsements as
to each of the Properties.  Said policies shall be acceptable to
Wachovia at its sole discretion.  To the extent that a title search of
the Property reveals any material defects or monetary encumbrances to which
Wachovia objects, Borrower shall cure the same on or before November 9, 2009 and
failure to cure shall be an event of default under the Loan
Documents.   Borrower shall provide any other documentation,
including but not limited to corporate documents, due authorization and/or
affidavits as may be required by the title company to issue said
policies.

     

    (d)           Modification Costs and
Expenses.  Borrower shall have paid or shall pay within ten
(10) calendar days of presentation of an invoice for the same by Wachovia, all
reasonable costs and expenses of the closing of this modification of the Loan
Documents (the "Closing").  Said costs and expenses shall include, but
not be limited to title fees and costs, recording fees and costs, mortgages or
intangible taxes (including those due on the Note pursuant to
Florida

     

    (e)

     


    
      
        
          


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    law),
appraisal fees, environmental reports, attorneys fees and costs and any other
costs incurred by Lender in connection with this Agreement.  Borrower
agrees to defend, indemnify and hold harmless Wachovia from and against any and
all such costs and expenses, and agrees that the Wachovia shall not in any way
be held liable for such costs and expenses.

     

    (f)           Property
Taxes.  Borrower shall have paid or shall pay within thirty
(30) days of Closing any and all outstanding ad valorem property taxes and
governmental assessments or impositions applicable to the Property and shall
provide evidence of the payment of same from the office of the County tax
collector on or before the Closing.

     

    (g)           Cash Management
Services.  Borrower shall maintain its cash management services
with Wachovia.

     

    6.           LOAN
MODIFICATION TERMS.   The Loan and the Loan Documents are
modified as follows:

     

    (a)           Maturity
Date.  The Maturity Date is extended to December 31, 2010,
provided however, if there is an event of default under the Loan Documents or
this Agreement which is not cured within the applicable cure period set forth in
the Loan Documents or this Agreement, the Loan shall be accelerated and
immediately due and payable

     

    (b)           Interest
Rate.  The Interest Rate as defined in the Note shall
be:

     

    Interest (computed on the basis of a
360-day year from the actual number of days elapsed) on the outstanding balance
of principal evidenced by this Note shall accrue at a variable rate per annum
(the “Interest Rate”) equal to the “Prime Rate” plus two percent (2.0%). The
term “Prime Rate” shall be the prime rate announced from time to time by Lender
which rate is a reference rate for the information and use of Lender in
establishing the actual rates to be charged its borrowers. The variable rate
applied to this loan will be adjusted prospectively (on the date the Prime Rate
changes).    

     

    (c)           Bank Modification
Fees.  Borrower shall pay to Wachovia a fee equal to one
percent (1%) of the Commitment Cap (as defined in subsection (d)) per
year.  The Commitment Cap shall be measured on the last day of the
quarter and the fee to be paid shall be that Commitment Cap amount multiplied by
one-quarter of one percent (0.25%) and shall be payable on the first day of the
month of the second month of the quarter (for example, if the Commitment Cap is
measured as of March 30, 2010, the bank fee shall be paid on May 1,
2010).

     

    (d)           Advances under $5,000,000.00
Revolving Facility.  Further advances under the Note shall be
per permitted pursuant to the terms of the Loan Documents, provided however, the
outstanding balance of the Note shall not exceed the lesser of (i) $4,000,000.00
or (ii) seventy-five percent (75%) of the loan to value ratio of the Properties
(the “Collateral Base Value”) at any time during the Loan term.  The
term “Commitment Cap” shall mean the amount that is the lesser of subsection (i)
and (ii) herein.  The value of the Properties shall be acceptable to
Wachovia in its sole discretion.  Notwithstanding the foregoing, the
parties acknowledge and agree that value of the Properties has not yet been
determined by Wachovia and therefore, the $4,000,000.000 amount set forth in
subsection (i) above may be adjusted prior to the Maturity Date.  If
said amount is adjusted, Wachovia shall provide written notice to Borrower of
any said

     

    (e)    adjusted amount and that adjusted amount
shall replace the $4,000,000.00 amount set forth in subsection (i) for all
purposes and shall be adjusted on the earlier of: (y) the 90th day
following the date of written notice to Borrower or (z) the date upon which
Borrower has secured  financing from an Operations Lender (as set
forth in subsection (g) below).

     


    
      
        
          


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    (f)           Repayment
Terms.

     

    (i)           Borrower
shall make all monthly interest and/or other payments required under the Note
from the Effective Date through the Maturity Date.  In any event, all
outstanding principal and interest shall be due and payable on the Maturity
Date.

     

    (ii)           Borrower
shall also remit any net proceeds from the sale of any of the Properties to
Wachovia as additional paydown of the outstanding balance of the
Note.  The Commitment Cap shall be reduced dollar for dollar in the
amount of the additional paydown.  Borrower shall be permitted to sell
any of the Properties and Wachovia shall release the mortgage related to the
sold Properties so long the net proceeds have been received by Wachovia and if
the loan to value ratio after the sale is at least equal to seventy-five percent
(75%).

     

    (g)           Additional Collateral to be
provided to Secure Repayment of the Loan.  In consideration of
modifying the Loan Documents as set forth herein, Borrower shall provide the
following as additional collateral to secure repayment of the Loan
(collectively, the “Mortgages”):

     

    (i)           First
mortgage security interest on the property located at 2927 N. 35th Avenue,
Phoenix, AZ  85017;

    


    (ii)           First
mortgage security interest on the property located at 2118 Broxton Road,
Douglas, GA 31533;

    


    (iii)           First
mortgage security interest on the property located at 1655 Gateway Court,
Elkhart, IN 46514;

    


    (iv)           First
mortgage security interest on the property located at 18 Industrial
Drive,  Bloomsburg, PA 17815;

    


    (v)           First
mortgage security interest on the property located at 1050 Hill Avenue,
Haleyville, AL 35565;

    


    (vi)           First
mortgage security interest on the property located at 125 Hospital Road
Northeast, Red Bay, AL 35582

    


    (all of
the Properties included in subsections (i)-(vi) are collectively, the “Property”
or “Properties”).  The form of the mortgages are attached hereto and
incorporated herein by reference in Exhibit
“A.”

    


    



    
      
        
          


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    Borrower
may establish other credit lines.

    (i)           Borrower
may establish a credit line with an asset-based lender (the “Operations Lender”)
using accounts receivable and inventory collateral (the “Operations
Collateral”).  Upon written request by Borrower to Wachovia which
shall include the Operations Lender’s loan documents, Wachovia will (i) remove
the negative pledge with regard to the Operations Collateral and (ii) remove the
primary depositor restriction, as may be required by the Operations Lender
(collectively, the “Loan Document Negative Pledges”) regarding the Operations
Collateral.

     

    (ii)           Notwithstanding
the foregoing, Wachovia shall only be required to remove the Loan Document
Negative Pledges with regard to Operations Collateral in the event that either
(y) the Commitment Cap exceeds the outstanding principal amount of the Loan on
the date of the removal of the Loan Document Negative Pledges, or (z) after, and
as an express condition to, giving effect to the removal of the Loan Document
Negative Pledges, a portion of the initial proceeds of the credit line from the
Operations Lender will be used to reduce the outstanding principal of the Loan
to an amount equal to the Commitment Cap.

     

    7.           DEFAULT
AND REMEDIES.  If Borrower fails to comply with any provision
of this Agreement and/or fails to comply with any provision of the Loan
Documents (as modified by this Agreement), such failure shall constitute an
event of default and Wachovia may seek any and all relief to which it is
entitled pursuant to the Loan Documents or this Agreement or may pursue any
other remedy available in equity or at law, at its sole option.

     

    8.           NO
FURTHER AMENDMENTS.  Borrower
acknowledges and agrees that Wachovia is under no obligation to further amend or
modify the Loan Agreement, the Note (including but not limited to the Maturity
Date),  the Mortgages or the other Loan Documents.

     

    9.           NOTICES.

     

    
      	
              As
      to Wachovia:

            	
              Wachovia
      Bank, National Association

              Attention:  Michael
      L. Williamson

              Senior
      Vice President

              441
      Seabreeze Boulevard

              Daytona
      Beach, FL 32118

              Phone:  (386)
      254-1801

              Facsimile:  (386)
      254-1811

              Email:
      mike.williamson@wachovia.com

               

            
	 
      	 
      
	
              and
      a copy to:

            	
              Gary
      Soles, Esquire

              Lowndes,
      Drosdick, Doster, Kantor & Reed, P.A.

              450
      South Orange Avenue, Suite 800

              Post
      Office Box 2809

              Orlando,
      FL  32802-2809

              Phone:
      (407) 418-6331

              Facsimile:
      (407) 843-4444

              Email:
      gary.soles@lddkr.com

            
	 
      	 
      
	
              As
      to Borrower:

            	
              Decorator
      Industries, Inc.

              Attention:  Michael
      K. Solomon

              10011
      Pines Boulevard, Suite 201

              Pembroke
      Pines, FL 33024

              Phone:
      (954) 436-8909

              Facsimile:  (954)
      436-1778

              Email:  Michael.solomon@DecInd.com

            
	 
      	 
      
	
              with
      a copy to:

            	
              Jason
      A. D’Amico

              Buchanan
      Ingersoll & Rooney P.C.

              One
      Oxford Centre

              301
      Grant Street, 20th
      Floor

              Pittsburgh,
      PA 15219-1410

              Phone:  (412)
      392-2152

              Facsimile:
      (412) 562-1041

              Email:  Jason.damico@bipc.com

            
	 
      	 
      
	 
      	 
      


    

    10.           MISCELLANEOUS.  Except
as amended by this Agreement, no term or condition of the Loan, this Agreement
or the other Loan Documents shall be modified and the same shall remain in full
force and effect; provided, however, if any provision of this Agreement is in
conflict with, or inconsistent with, any provision in the Loan Agreement or the
other Loan Documents, then the provision contained in this Agreement shall
govern and control.

     

    11.           SUCCESSORS
AND ASSIGNS.  This Agreement shall be binding upon, and shall
inure to the benefit of, the respective successors and assigns of the parties
hereto.

     

    12.           COUNTERPARTS.  This
Agreement may be executed in one or more counterparts and signatures transmitted
electronically or by facsimile shall be deemed an original.  Said
counterparts shall constitute but one and the same instrument and shall be
binding upon each of the undersigned individually as fully and completely as if
all had signed but one instrument so that the joint and several liability of
each of the undersigned shall be unaffected by the failure of any of the
undersigned to execute any or all of said counterparts.

     

    13.           FURTHER
ASSURANCES.  Solely to the limited extent necessary for the
parties to discharge or perform their obligations and agreements under this
Agreement, Borrower will in good faith, execute and deliver (in recordable form,
if necessary), such further instruments and will take such other action as
Wachovia may reasonably request.

     

    14.           GOVERNING
LAW AND VENUE.  This Agreement shall be interpreted under the
laws of the State of Florida regardless of the domicile of any party, and
without regard to conflicts-of-law principles, and shall be deemed for such
purposes to have been made, executed and performed in the State of
Florida.  Any action brought in connection with this Agreement shall
be brought in the Circuit Court in and for Orange County, Florida, or any county
where the property subject to the Mortgages lies.

     

     

     


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


        
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        15.    RELEASE.  AS A MATERIAL
INDUCEMENT FOR WACHOVIA TO EXECUTE THIS AGREEMENT, BORROWER DOES HEREBY RELEASE,
WAIVE, DISCHARGE, COVENANT NOT TO SUE, ACQUIT, SATISFY AND FOREVER DISCHARGE
WACHOVIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS AND ITS AFFILIATES AND
ASSIGNS FROM ANY AND ALL LIABILITY, CLAIMS, COUNTERCLAIMS, DEFENSES, ACTIONS,
CAUSES OF ACTION, SUITS, CONTROVERSIES, AGREEMENTS, PROMISES AND DEMANDS
WHATSOEVER IN LAW OR IN EQUITY WHICH THE BORROWER EVER HAD, NOW HAS, OR WHICH
ANY PERSONAL REPRESENTATIVE, SUCCESSOR, HEIR OR ASSIGN OF BORROWER HEREAFTER
CAN, SHALL OR MAY HAVE AGAINST WACHOVIA, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND
AGENTS, AND ITS AFFILIATES AND ASSIGNS, FOR, UPON OR BY REASON OF ANY MATTER,
CAUSE OR THING WHATSOEVER THROUGH THE DATE THAT THIS AGREEMENT IS
EXECUTED.  BORROWER FURTHER EXPRESSLY AGREES THAT THE FOREGOING
RELEASE AND WAIVER AGREEMENT IS INTENDED TO BE AS BROAD AND INCLUSIVE AS
PERMITTED BY THE LAWS OF THE STATE OF FLORIDA.

     

    16.           WAIVER OF
JURY TRIAL.  TO THE EXTENT PERMITTED BY APPLICABLE LAW,
BORROWER BY EXECUTION HEREOF AND WACHOVIA BY ACCEPTANCE HEREOF, KNOWINGLY,
VOLULNTARILY AND INTENTIONALLY WAIVE ANY RIGHT THEY MAY HAVE TO A TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY AGREEMENT CONTEMPLATED TO BE
EXECUTED IN CONNECTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT, COUIRSE OF
DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY WITH
RESPECT HERETO.  THIS PROVISION IS A MATERIAL INDUCEMENT TO WACHOVIA
TO ACCEPT THIS AGREEMENT.

     

    BORROWER
AND WACHOVIA AGREE THAT THEY SHALL NOT HAVE A REMEDY OF PUNITIVE OR EXEMPLARY
DAMAGES AGAINST THE OTHER IN ANY DISPUTE AND HEREBY WAIVE ANY RIGHT OR CLAIM TO
PUNITIVE OR EXEMPLARY DAMAGES THEY HAVE NOW OR WHICH MAY ARISE IN THE FUTURE IN
CONNECTION WITH ANY DISPUTE WHETHER THE DISPUTE IS RESOLVED BY ARBITRATION OR
JUDICIALLY.

     

    17.           WAIVER OF
BANKRUPTCY STAY.  BORROWER HEREBY AGREES, IN CONSIDERATION OF
THE RECITALS AND MUTUAL COVENANTS CONTAINED HEREIN, AND FOR OTHER GOOD AND
VALUABLE CONSIDERATION, INCLUDING THE FORBEARANCE OF WACHOVIA FROM GOING TO
TRIAL AND EXERCISING THEIR OTHER RIGHTS AND REMEDIES OTHERWISE AVAILABLE TO IT,
THE RECEIPT AND SUFFICIENCY OF WHICH ARE HEREBY ACKNOWLEDGED, THAT IN THE EVENT
THAT BORROWER SHALL FILE WITH ANY BANKRUPTCY COURT OF COMPETENT JURISDICTION OR
BE THE SUBJECT OF ANY PETITION UNDER TITLE 11 OF THE UNITED STATES CODE THE
AUTOMATIC STAY IMPOSED BY SECTION 362 OF TITLE 11 OF THE UNITED STATES CODE IS
WAIVED, AND SUCH WAIVER CONSTITUTES “CAUSE” PURSUANT TO 11 U.S.C. SECTION
362(d)(1) FOR THE IMMEDIATE LIFTING OF THE AUTOMATIC STAY IN FAVOR OF WACHOVIA,
AND

     

     

     


    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


        
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    18.    BORROWER HEREBY KNOWINGLY AND IRREVOCABLY
WAIVES ALL DEFENSES AND OBJECTIONS TO SUCH LIFTING OF THE AUTOMATIC
STAY.

     

    19.           CONFIDENTIALITY.  Borrower
and Wachovia hereby agree that this Agreement shall be kept
confidential.  Notwithstanding the foregoing, Borrower and Wachovia
may disclose terms of this Agreement if prior to making any disclosure of any of
the terms of this Agreement, (i) the disclosing party notifies the other party
to this Agreement of any requirement to disclose information, pursuant to law or
otherwise and the contents of said disclosure and (ii) shall give the other
party a reasonable opportunity to comment on such disclosure prior to the
disclosure thereof.

     

    


     

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    IN
WITNESS WHEREOF, this Agreement has been executed by the parties hereto in
manner and form sufficient to bind them as of the day and year first above
written.

     

    
      
        	 	“WACHOVIA”	 
	Signed,
      sealed and delivered in the	WACHOVIA BANK, National
      Association	 
	presence
      of the following witnesses:	 	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Michael
      L. Williamson	 
	 	 	Name:
      Michael L. Williamson	 
	 	 	 	Title:Senior
      Vice President 	 
	 Name: 	 	 	 
	 	 	 	 
	 	 	 	 	 
	 Name:  	 	 (SEAL)	 


      

    

     

    STATE OF
____________

    COUNTY
OF___________

     

    The
foregoing instrument was acknowledged before me on October __,
2009  by ________________________, as ________________________________
of WACHOVIA BANK, National
Association, on behalf of said entity.  He/She is personally
known to me or produced ___________________________________ as identification
and did not take an oath.

     

    
      	 
      	
              NOTARY
      SIGNATURE

              PRINTED
      NOTARY SIGNATURE

              Notary
      Public, State of

               ________________________

              Commission
      Number:                                                      

              My
      Commission Expires:

            
	 
      	 
      


    

    


    


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      	 	“BORROWER”	 
	Signed,
      sealed and delivered in the	DECORATOR INDUSTRIES, INC.,
      a Pennsylvania corporation	 
	presence
      of the following witnesses:	 	 
	 	 	 	 
	
               

            	
              By:
      

            	/s/ William
      A. Johnson	 
	 	 	Name:
      William A. Johnson	 
	 	 	 	Title:
      CEO / President	 
	 Name: 	 	 	 
	 	 	 	 
	 	 	 	 	 
	 Name:  	 	 (SEAL)	 


    

     

    STATE OF
__________

    COUNTY OF
________

     

    The
foregoing instrument was acknowledged before me on October __, 2009 by
_______________________________, as ____________________________ of DECORATOR INDUSTRIES, INC., a
Pennsylvania corporation, on behalf of said entity.  He/She is
personally known to me or produced ___________________________________ as
identification and did not take an oath.

     

    
      	 
      	
              NOTARY
      SIGNATURE

              PRINTED
      NOTARY SIGNATURE

              Notary
      Public, State of

               ________________________

              Commission
      Number:

              My
      Commission Expires:

            


    

    


    



    
      
        
          


           

        

         


      

      
         


        
          

        

      

      
         


        
          EXHIBIT
10AA.3

          


        

      

    


    Exhibit
”A”

    Form of
Mortgages