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EXHIBIT 10.1(d)
When Recorded return to:
BANK ONE, ARIZONA, NA
COMMERCIAL BANKING GROUP
X.X. XXX 00, XXXX. XX0-0000
XXXXXXX, XX 00000
Attention: XXXXXX XXXXXXXXX
SUBORDINATION OF LIEN RIGHTS
This Agreement is executed as of the _____ day of ______________, 1997,
by the undersigned, 19th AVENUE/XXXXXXXX LIMITED PARTNERSHIP, whose address is
000 XXXXX 00xx XXXXXX, XXXXXXX, XX 00000-0000.
Bank: BANK ONE, ARIZONA, NA, a national banking association
Borrower: XXXXXX STEEL COMPANY, A DELAWARE CORPORATION
Real Property (located at): 0000-0000 X. XXXXXXXX XXXXXX, XXXXXXX, XX 00000
and more particularly described as:
EXHIBIT 'A' ATTACHED HERETO AND INCORPORATED HEREIN BY REFERENCE
Collateral: ALL INVENTORY, RAW MATERIALS, WORK IN PROCESS, OR MATERIALS USED OR
CONSUMED IN DEBTOR'S BUSINESS, WHETHER NOW OWNED OR HEREAFTER ACQUIRED, AND ALL
PRODUCTS THEREOF, WHETHER IN THE POSSESSION OF THE DEBTOR, WAREHOUSEMAN, BAILEE,
OR ANY OTHER PERSON. ALL EQUIPMENT OF DEBTOR, WHEREVER LOCATED, NOW OWNED OR
HEREAFTER ACQUIRED, AND THE ACCESSIONS, ACCESSORIES, RELATED EQUIPMENT,
ADDITIONS, SUBSTITUTIONS, INCREASES, PRODUCTS AND PROCEEDS THEREFROM, ALL AS
MORE PARTICULARLY DESCRIBED IN CERTAIN SECURITY AGREEMENT(S) BETWEEN BANK AND
BORROWER.
In consideration of Bank extending credit and/or other financial
benefits to Borrower in the amount of $20,000,000.00, by the terms of which bank
has been or will be granted continuing security interests in the Collateral, the
undersigned acknowledges and agrees as follows:
1. The undersigned is the owner of or otherwise has or claims an
interest in or lien upon the Real Property.
2. The undersigned hereby subordinates to Bank's security interests in
the Collateral all the undersigned's claims and demands of every kind against
the Collateral and all priority rights accruing to the undersigned by virtue of
any liens of the undersigned on the Real Property and agrees that the rights of
the Bank in the Collateral shall be as though the Bank's security interests
attached and were perfected prior to the execution, attaching, perfection or
recording of the liens and priority rights of the undersigned without otherwise
affecting the status of the undersigned's liens and priority rights.
3. The undersigned agrees that the Collateral shall at all times be
personal property, shall not constitute fixtures or otherwise be part of the
Real Property and shall not be subject to any rights of the
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undersigned to levy or distrain thereon for rent or to assert title thereto or
right of possession thereof or any other claim of the undersigned which shall
impair or interfere with the security interests of Bank.
4. The undersigned hereby grants to Bank the right at any time to enter
upon the Real Property to inspect the Collateral or to remove the Collateral,
PROVIDED, HOWEVER, THAT, Bank shall promptly reimburse the undersigned for the
cost of repair of any physical injury caused to the Real Property by such
removal.
5. Bank may extend and modify the time of payment of indebtedness of
Borrower to Bank or the performance of any of the terms and conditions related
thereto without the consent of or notice to the undersigned and this Agreement
shall remain in full force and effect so long as such indebtedness remains owing
by Borrower to Bank.
6. The agreements herein contained shall be deemed to be covenants
running with the land and shall inure to the benefit of and be binding upon the
successors and assigns of Bank and the heirs, executors, personal
representatives, successors, assigns and transferees of the undersigned.
IN WITNESS WHEREOF, the undersigned has executed this Agreement as of
the day and year first written on the preceding page.
"Undersigned"
19TH AVENUE/XXXXXXXX LIMITED PARTNERSHIP
Name of Landlord
By: /s/ Xxxxx X. Xxxxxx
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Signature
Xxxxx X. Xxxxxx General Partner
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Printed Name Title
PARTNERSHIP
State of Arizona )
) ss.
County of Maricopa )
This instrument was acknowledged before me this 8th day of July, 1997, by Xxxxx
X. Xxxxxx, a general partner in 19TH AVENUE/XXXXXXXX LIMITED PARTNERSHIP, an
Arizona limited partnership, on behalf of the partnership.
In witness whereof I hereunto set my hand and official seal.
My commission expires:
July 14, 2000 /s/ Xxxxxx X. Xxxxxx
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Notary Public
[SEAL]
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