EXHIBIT 4.1(d)
OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND
ASSIGNMENT OF LEASES AND RENTS
by
IRONTON IRON INC.
as Mortgagor
to
THE BANK OF NOVA SCOTIA
as Agent
for the benefit of the Lenders (as defined herein)
Property Known as
0000 X. 0xx Xxxxxx, Xxxxxxx, Xxxx
This Mortgage Was Prepared By And After
Recordation This Mortgage Should Be Returned To:
Xxxx Xxxxxxxxx, Esq.
c/o Mayer, Xxxxx & Xxxxx
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000
OPEN-END MORTGAGE, SECURITY AGREEMENT,
FINANCING STATEMENT AND
ASSIGNMENT OF LEASES AND RENTS
THIS OPEN-END MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT AND
ASSIGNMENT OF LEASES AND RENTS (this "Mortgage") is entered into as of the
______ day of August, 2001 by IRONTON IRON INC., an Ohio corporation
(hereinafter called "Mortgagor"), having its principal place of business at 0000
Xxxxxxxxx Xxxxx, Xxxxx 000, Xxxx, Xxxxxxxx 00000, to THE BANK OF NOVA SCOTIA (in
its individual capacity, "Scotia Capital"), having an office at 000 Xxxxxxxxx
Xxxxxx X.X., Xxxxx 0000, Xxxxxxx, Xxxxxxx 00000 as collateral agent under each
of the Term Loan Agreement and the Revolving Credit Agreement (each as defined
below; collectively the "Credit Agreements") (together with its successor(s)
thereto in such, capacities, the "Collateral Agent") for the benefit of itself
and each of the Secured Parties. Except as otherwise provided herein, all
capitalized terms used but not otherwise defined herein shall have the
respective meanings given to them in the Revolving Credit Agreement.
W I T N E S S E T H :
WHEREAS, pursuant to the First Amended and Restated Term Loan Agreement
dated as of July 17, 2001, as amended (as amended, supplemented, amended and
restated or otherwise modified or refinanced or replaced in whole or in part
from time to time, the "Term Loan Agreement"), among Intermet Corporation, a
Georgia corporation (the "Borrower"), the "Lenders" thereunder, Scotia Capital,
as administrative and collateral agent, and the other agents thereunder, such
Lenders and the Borrower have agreed to refinance a portion of the outstanding
term loans made by such Lenders to the Borrower;
WHEREAS, the Mortgagor has guaranteed the Obligations of the Borrower
under the Term Loan Agreement pursuant to a First Amended and Restated Guaranty
Agreement dated as of July 17, 2001 (the "Term Loan Guaranty Agreement");
WHEREAS, pursuant to the Fourth Amendment dated as of July 17, 2001
(the "Revolving Credit Amendment") to the Five-Year Credit Agreement dated as of
November 5, 1999, as amended (as amended, supplemented, amended and restated or
otherwise modified from time to time, the "Revolving Credit Agreement"), among
the Borrower, the "Lenders" thereunder, Scotia Capital, as administrative and
collateral agent, and the other agents thereunder, such Lenders and the Borrower
have agreed to refinance the outstanding revolving loans, swingline loans,
letters of credit and available credit thereunder extended by such Lenders to
the Borrower:
2
WHEREAS, the Mortgagor has guaranteed the Obligations of the Borrower
under the Revolving Credit Agreement pursuant to a First Amended and Restated
Guaranty Agreement dated as of July 17, 2001 (the "Revolving Credit Guaranty
Agreement");
WHEREAS, as a condition to the effectiveness of the Term Loan Agreement
and the Revolving Credit Amendment, the Secured Parties have required that
Mortgagor grant the Mortgage and grant to Collateral Agent, for the benefit of
the Secured Parties, the liens and security interests referred to herein to
secure: (i) prompt and complete payment and performance of the "Guaranteed
Obligations" (as defined in the Term Loan Guaranty Agreement); (ii) prompt and
complete payment and performance of the "Guaranteed Obligations" (as defined in
the Revolving Credit Guaranty Agreement); (iii) all other payment and
performance obligations provided by this Mortgage; (iv) the Obligations (as
defined in the Credit Agreements); and (v) any future advances made by any of
the Secured Parties in connection with the property mortgaged hereby or in
connection with advances under the Credit Agreements, whenever incurred
including all interest (including interest at a post-default rate) and late
charges and prepayment charges (all of the aforesaid obligations of Mortgagor to
any of the Secured Parties, together with the other payment and performance
obligations and liabilities described herein, being hereinafter referred to
collectively as the "Obligations Secured"); and
WHEREAS, the parties hereto intend that this Mortgage shall secure
unpaid balances of loan advances made both before and after this Mortgage is
delivered to be recorded, which loan advances constitute the Obligations
Secured. The maximum amount of unpaid Obligations Secured which may be
outstanding at any time, exclusive of interest thereon, and exclusive of taxes,
assessments, insurance premiums, costs incurred for the protection of the
Mortgaged Property, Other Advances, Secured Parties' Costs, Fees and Expenses
(as defined in Section 9 below), which amounts are also secured hereby is
$482,750,000.00. Notwithstanding, the foregoing limitation shall apply only to
the lien upon the real property created by this Mortgage, and it shall not in
any manner limit, affect or impair any grant of a security interest or other
right in favor of the Collateral Agent under the provisions of the Credit
Agreements or under any other security agreement at any time executed by
Mortgagor;
NOW, THEREFORE, in consideration of the foregoing Recitals and to
secure payment of the Obligations Secured and in consideration of One Dollar
($1.00) in hand paid, the receipt and sufficiency whereof are hereby
acknowledged, Mortgagor does hereby grant, remise, release, alien, convey,
mortgage and warrant to the Collateral Agent, its successors and assigns, for
the benefit of the Secured Parties that certain real estate legally described in
Exhibit A hereto (the "Land") in Xxxxxxxx County, State of Ohio (the "State");
together with all right, title and interest, if any, which Mortgagor may now
have or hereafter acquire in and to all improvements, buildings and structures
now or hereafter located thereon of every nature whatsoever (which, together
with the Land, is herein called the "Premises").
TOGETHER WITH all right, title and interest, if any, including any
after-acquired right, title and interest, and including any right of use or
occupancy, which Mortgagor may now have or hereafter acquire in and to (a) all
easements, rights of way, gores of land or any lands
3
occupied by streets, ways, alleys, passages, sewer rights, water courses, water
rights and powers, and public places adjoining said Land, and any other
interests in property constituting appurtenances to the Premises, or which
hereafter shall in any way belong, relate or be appurtenant thereto, and (b) all
hereditaments, gas, oil, minerals (with the right to extract, sever and remove
such gas, oil and minerals), and easements, of every nature whatsoever, located
in or on the Premises and all other rights and privileges thereunto belonging or
appertaining and all extensions, additions, improvements, betterments, renewals,
substitutions and replacements to or of any of the rights and interests
described in subparagraphs (a) and (b) above (hereinafter the "Property
Rights").
TOGETHER WITH all right, title and interest, if any, including any
after-acquired right, title and interest, and including any right of use or
occupancy, which Mortgagor may now or hereafter acquire in and to all fixtures
and appurtenances of every nature whatsoever now or hereafter located in, on or
attached to, or used or intended to be used in connection with, or with the
operation of, the Premises, including, but not limited to (a) all apparatus,
inventory, machinery and equipment of Mortgagor (the "Equipment"); and (b) all
extensions, additions, improvements, betterments, renewals, substitutions and
replacements to or of any of the foregoing (the "Fixtures"). It is mutually
agreed, intended and declared that the Premises and all of the Property Rights,
Equipment and Fixtures owned by Mortgagor (referred to collectively herein as
the "Real Property") shall, so far as permitted by law, be deemed to form a
part and parcel of the Land and for the purpose of this Mortgage to be real
estate and covered by this Mortgage.
TOGETHER WITH all the estate, right, title and interest of the
Mortgagor in and to (i) all judgments, insurance proceeds, awards of damages and
settlements resulting from condemnation proceedings or the taking of the Real
Property, or any part thereof, under the power of eminent domain or for any
damage (whether caused by such taking or otherwise) to the, Real Property, or
any part thereof, or to any rights appurtenant thereto, and all proceeds of any
sales or other dispositions of the Real Property or any part thereof; and
(except as otherwise provided herein) the Collateral Agent is hereby authorized
to collect and receive said awards and proceeds and to give proper receipts and
acquittance therefor, and to apply the same as provided in Section 9 hereof; and
(ii) all contract rights, general intangibles, actions and rights in action
relating to the Real Property including, without limitation, all rights to
insurance proceeds and unearned premiums arising from or relating to damage to
the Real Property; and (iii) all proceeds, products, replacements, additions,
substitutions, renewals and accessions of and to the Real Property. (The rights
and interests described in this paragraph shall hereinafter be called the
"Intangibles.")
Mortgagor (i) does hereby pledge and assign to the Collateral Agent
from and after the date hereof (including any period of redemption), primarily
and on a parity with the Real Property, and not secondarily, all the rents,
issues and profits of the Real Property and all rents, issues, profits,
revenues, royalties, bonuses, rights and benefits due, payable or accruing
(including all deposits of money as advance rent, for security or as xxxxxxx
money or as down payment for the purchase of all or any part of the Real
Property) (the "Rents") under any and all
4
present and future leases, contracts or other agreements relative to the
ownership or occupancy of all or any portion of the Real Property, and (ii)
except to the extent such a transfer or assignment is not permitted by the terms
thereof (provided that Mortgagor shall use all commercially reasonable efforts
to obtain all required consents to such transfer or assignment), does hereby
transfer and assign to the Collateral Agent all such leases and agreements
(including all Mortgagor's rights under any contracts for the sale of any
portion of the Mortgaged Property and all revenues and royalties under any oil,
gas and mineral leases relating to the Real Property) (the "Leases").
All of the property described above, and each item of property therein
described, not limited to but including the Land, the Premises, the Property
Rights, the Equipment, the Fixtures, the Real Property, the Intangibles, the
Rents and the Leases, is herein referred to as the "Mortgaged Property."
Nothing herein contained shall be construed as constituting the
Collateral Agent a mortgagee-in-possession in the absence of the taking of
actual possession of the Mortgaged Property by the Agent. Nothing contained in
this Mortgage shall be construed as imposing on Collateral Agent any of the
obligations of the lessor under any Lease of the Mortgaged Property in the
absence of an explicit assumption thereof by the Collateral Agent. In the
exercise of the powers herein granted the Collateral Agent, no liability shall
be asserted or enforced against the Collateral Agent, all such liability being
expressly waived and released by Mortgagor.
TO HAVE AND TO HOLD the Mortgaged Property, properties, rights and
privileges hereby conveyed or assigned, or intended so to be, unto the
Collateral Agent, its beneficiaries, successors and assigns, forever for the
uses and purposes herein set forth. Mortgagor hereby releases and waives the
equity of redemption under and by virtue of any of the laws, if any, of the
State, and Mortgagor hereby covenants, represents and warrants that, at the time
of the execution and delivery of these presents, Mortgagor is well seized of the
Mortgaged Property in fee simple and with lawful authority to sell, assign,
convey and mortgage the Mortgaged Property, and that the title to the Mortgaged
Property is free and clear of all encumbrances, except those permitted by
Sections 7.02 of the Term Loan Agreement and the Revolving Credit Agreement
("Permitted Encumbrances"), and that, except for the Permitted Encumbrances,
Mortgagor will forever defend the same against all claims in derogation of the
foregoing.
It is also agreed that if any of the property herein mortgaged is of a
nature so that a security interest therein can be perfected under the Uniform
Commercial Code in effect in the State (the "Code"), this instrument shall
constitute a security agreement, fixture filing and financing statement, and for
that purpose, the following information is set forth:
(a) In addition to the foregoing grant of mortgage, Mortgagor hereby
grants a continuing security interest to the Collateral Agent for the benefit of
the Secured Parties in that portion of the Mortgaged Property with respect to
which the creation and perfection of a security interest is governed by the
Code;
5
(b) The "Debtor" is the Mortgagor and "Secured Party" is the Collateral
Agent for the benefit of itself and the other Secured Parties.
(c) Name and address of Debtor are as set forth in the Preamble to this
instrument.
(d) Name and address of Secured Party are as set forth in the Preamble
to this instrument.
(e) Description of the types (or items) of property covered by this
financing statement: all of the Mortgaged Property described or referred herein
to which a security interest may be perfected pursuant to the Code.
(f) Description of real estate to which collateral is attached or upon
which it is located: Described in Exhibit A.
(g) The taxpayer identification number of the Debtor is: 00-0000000.
(h) The Collateral Agent may file this instrument or a reproduction
thereof, in the real estate records or other appropriate index, as a financing
statement for any of the items specified herein as part of the Mortgaged
Property. Any reproduction of this Mortgage or of any other security agreement
or financing statement is sufficient as a financing statement.
Mortgagor agrees to execute, deliver and file or refile any financing
statement, continuation statement, or other instruments Collateral Agent may
reasonably require from time to time to perfect or renew such security interest
under the Code. To the extent permitted by law, (i) all of the Fixtures are or
are to become fixtures on the Land and (ii) this instrument, upon recording or
registration in the real estate records of the proper office, shall constitute a
"fixture-filing" within the meaning of Sections 9-334 and 9-502 of the Code.
Subject to the terms and conditions of the Credit Agreements, the remedies for
any violation of the covenants, terms and conditions of the agreements herein
contained shall be as prescribed herein or by general law, or, as to that part
of the security in which a security interest may be perfected under the Code, by
the specific statutory consequences now or hereafter enacted and specified in
the Code, all at the Collateral Agent's sole election.
THE FOLLOWING PROVISIONS SHALL ALSO CONSTITUTE AN INTEGRAL PART OF THIS
MORTGAGE:
SECTION 1. Payment of Taxes on the Mortgage. Mortgagor agrees that, if
the government of the United States or any department, agency or bureau thereof
or if the State or any of its subdivisions having jurisdiction shall at any time
require documentary stamps to be affixed to this Mortgage or shall levy, assess,
or charge any tax, assessment or imposition upon this Mortgage or the credit or
indebtedness secured hereby or the interest of any Secured Party in the Premises
or upon any Secured Party by reason of or as holder of any of the foregoing
then, Mortgagor shall pay for such documentary stamps in the required amount and
deliver them to the
6
Collateral Agent or pay (or reimburse the Collateral Agent for) such taxes,
assessments or impositions. Mortgagor agrees to exhibit to the Collateral Agent,
at any time upon request, official receipts showing payment of all taxes,
assessments and charges which Mortgagor is required or elects to pay under this
paragraph. Mortgagor agrees to indemnify each Secured Party against liability on
account of such documentary stamps, taxes, assessments or impositions, whether
such liability arises before or after payment of the Obligations Secured and
regardless of whether this Mortgage shall have been released.
SECTION 2. Leases Affecting the Real Property. Mortgagor agrees
faithfully to perform all of its obligations under all present and future Leases
as additional security and refrain from any action or inaction which would
result in termination of any such Leases or in the diminution of the value
thereof or of the Rents due thereunder. All future lessees under any Lease made
after the date of recording of this Mortgage shall, at the Collateral Agent's
option and without any further documentation, attorn to the Collateral Agent as
lessor if for any reason the Collateral Agent becomes lessor thereunder, and,
upon demand, pay rent to the Collateral Agent, and the Collateral Agent shall
not be responsible under such Lease for matters arising prior to the Collateral
Agent becoming lessor thereunder; provided, however, the Collateral Agent shall
not become lessor or obligated as lessor under any such Leases unless or until
it shall elect in writing to do so.
SECTION 3. Use of the Real Property. Mortgagor agrees that it shall not
permit the public to use the Real Property in any manner that might tend, in the
Collateral Agent's reasonable judgment, to impair Mortgagor's title to such
property or any portion thereof, or to make possible any claim of easement by
prescription. Mortgagor further covenants that it shall not record or permit to
be recorded a subdivision plat involving the Land without the prior written
consent of the Collateral Agent, which shall not be unreasonably withheld.
Mortgagor represents and warrants to the Collateral Agent as of the
date hereof, and covenants to the Collateral Agent so long as this Mortgage
shall be in effect, that (i) all permits and licenses required for the use and
operation of the Mortgaged Property have been obtained and are in full force and
effect, (ii) all utility services necessary for the use and operation of the
Mortgaged Property are in place, (iii) there is vehicular and pedestrian access
to the Mortgaged Property from public thoroughfares appropriate to the use of
the Mortgaged Property and (iv) except as disclosed to the Collateral Agent in
writing, the Mortgaged Property is free from loss or damage due to the effect of
casualty or condemnation. The Mortgagor shall not permit any legal or economic
waste to occur with respect to the Mortgaged Property.
SECTION 4. Indemnification. Mortgagor shall not use or permit the use
of any part of the Real Property for an illegal purpose, including, without
limitation, the violation of any environmental laws, statutes, codes,
regulations or practices. Without limiting, but in addition to and in
furtherance of, any indemnification Mortgagor has granted in any Credit
Document,
7
Mortgagor agrees to indemnify, defend (with counsel reasonably acceptable to
the Collateral Agent) and hold harmless each Secured Party from and against any
and all losses, suits, fines, damages, judgments, penalties, claims, charges,
costs and expenses (including reasonable attorneys' and paralegals' fees, court
costs and disbursements) which may be imposed on, incurred or paid by or
asserted against the Real Property by reason or on account of or in connection
with any of the following events which occur prior to the date upon which the
Collateral Agent causes Mortgagor to be removed from possession of the Real
Property and (a) the Collateral Agent takes possession of the Real Property for
the account of the Secured Parties or (b) the Collateral Agent causes possession
of the Real Property to be delivered to a third party, either through a mortgage
foreclosure action or otherwise: (i) the construction, reconstruction or
alteration of the Real Property, (ii) any negligence or misconduct of Mortgagor,
any lessee of the Real Property, or any of their respective agents, contractors,
subcontractors, servants, employees, licensees or invitees, (iii) any accident,
injury, death or damage to any person or property occurring in, on or about the
Real Property or any street, drive, sidewalk, curb or passageway adjacent
thereto, or (iv) any other transaction arising out of or in any way connected
with the Mortgaged Property.
SECTION 5. Insurance. Mortgagor shall, at its sole expense, maintain
for the benefit of the Collateral Agent, until the Obligations Secured are paid
in full, insurance policies (a) in such amounts, with such coverage and with
such insurers as are typically maintained by prudent owners of property such as
the Mortgaged Property or (b) as the Collateral Agent shall otherwise reasonably
require. All liability insurance policies so maintained shall name the
Collateral Agent as an additional insured. All casualty and similar policies so
maintained shall name the Collateral Agent as loss payee. So long as no Event of
Default exists, Mortgagor may adjust any casualty loss and receive and retain
any proceeds of any such loss. At any time an Event of Default exists, the
Collateral Agent shall have the sole and exclusive right to adjust any casualty
loss and proceeds of any such loss shall be paid directly to the Collateral
Agent to be applied as provided in Section 9 of this Mortgage.
SECTION 6. Real Property Taxes. Mortgagor covenants and agrees to pay
before due all real property taxes, assessments, ground rent, if any, water and
sewer rents, fees and charges, levies, permit, inspection and license fees and
other dues, charges or impositions, including all charges and license fees for
the use of vaults, chutes and similar areas adjoining the Land, maintenance and
similar charges and charges for utility services, in each instance whether now
or in the future, directly or indirectly, levied, assessed or imposed on the
Mortgaged Property or Mortgagor and whether levied, assessed or imposed as
excise, privilege or property taxes ("Property Taxes"). Notwithstanding the
foregoing, in connection with the protest or appeal of Property Taxes, Mortgagor
may defer the payment of Property Taxes during the pendency of any such protest
or appeal so long as (a) reserves or a bond adequate for the payment of such
Property Taxes together with possible penalties and interest is maintained and
(b) there shall at no time be any possibility of a tax sale of any portion of
the Mortgaged Property or a forfeiture thereof. Mortgagor shall inform the
Collateral Agent in writing of any delay in the payment of Property Taxes in
connection with such protest or appeal and, in the event that the Collateral
Agent shall reasonably determine that the lien created by the Mortgage is
insecure, Mortgagor
8
shall take such steps (including payment of Property Taxes under protest) as the
Collateral Agent shall reasonably require.
SECTION 7. Condemnation Awards. Mortgagor hereby assigns to the
Collateral Agent, as additional security, all awards of damage resulting from
condemnation proceedings or the taking of or injury to the Real Property for
public use. So long as no Event of Default exists, Mortgagor may control any
condemnation proceedings and receive and retain any proceeds of any such
proceedings. At any time an Event of Default exists, the Collateral Agent shall
have the sole and exclusive right to control any such proceedings and proceeds
of any such proceedings shall be paid directly to the Collateral Agent to be
applied as provided in Section 9 of this Mortgage.
SECTION 8. Remedies. Subject to the provisions of the Credit Agreements
upon the occurrence of an Event of Default under the terms of either the Term
Loan Guaranty Agreement or the Revolving Credit Guaranty Agreement, including,
without limitation, a failure to perform or observe any of the covenants set
forth in this Mortgage that is not cured within any applicable cure period (any
such occurrence or failure being referred to herein as an "Event of Default"),
in addition to any rights and remedies provided for in the Term Loan Guaranty
Agreement or the Revolving Credit Guaranty Agreement, and to the extent
permitted by applicable law, the following provisions shall apply:
(a) Collateral Agent's Power of Enforcement. It shall be
lawful for the Collateral Agent to immediately foreclose this Mortgage
by judicial action. The court in which any proceeding is pending for
the purpose of foreclosure of this Mortgage may, at once or at any time
thereafter, either before or after sale, without notice and without
requiring bond, and without regard to the solvency or insolvency of any
person liable for payment of the Obligations Secured hereby, and
without regard to the then value of the Mortgaged Property or the
occupancy thereof as a homestead, appoint a receiver (the provisions
for the appointment of a receiver and assignment of rents being an
express condition upon which the Obligations Secured hereby were
created) for the benefit of the Secured Parties, with power to collect
the Rents, due and to become due, during such foreclosure suit and the
full statutory period of redemption notwithstanding any redemption. The
receiver, out of the Rents when collected, may pay costs incurred in
the management and operation of the Real Property, prior and
subordinate liens, if any, and taxes, assessments, water and other
utilities and insurance, then due or thereafter accruing, and may make
and pay for any necessary repairs to the Real Property, and may pay all
or any part of the Obligations Secured or other sums secured hereby or
any deficiency decree entered in such foreclosure proceedings. Upon or
at any time after the filing of a suit to foreclose this Mortgage, the
court in which such suit is filed shall have full power to enter an
order placing the Collateral Agent in possession of the Real Property
with the same power granted to a receiver pursuant to this subparagraph
and with all other rights and privileges of a mortgagee-in possession
under applicable law.
9
(b) Mortgagee's Right to Enter and Take Possession, Operate
and Apply Income. The Collateral Agent shall, at its option, have the
right, acting through its agents or attorneys or a receiver, to the
extent permitted by and in accordance with applicable law, to enter
upon and take possession of the Real Property, expel and remove any
persons, goods, or chattels occupying or upon the same, to collect or
receive all the Rents, and to manage and control the same, and to lease
the same or any part thereof, from time to time, and, after deducting
all reasonable attorneys' fees and expenses, and all reasonable
expenses incurred in the protection, care, maintenance, management and
operation of the Real Property, distribute and apply the remaining net
income in such order and to such of the Obligations Secured as the
Collateral Agent may determine in its sole discretion or in accordance
with any deficiency decree entered in any foreclosure proceedings.
SECTION 9. Application of the Rents or Proceeds from Foreclosure or
Sale. In any foreclosure of this Mortgage by judicial action, in addition to any
of the terms and provisions of the Credit Agreement, there shall be allowed (and
included in the decree for sale in the event of a foreclosure by judicial
action) to be paid out of the Rents or the proceeds of such foreclosure
proceeding and/or sale:
(a) Obligations Secured. All of the Obligations Secured and
other sums secured hereby which then remain unpaid; and
(b) Other Advances. All other items advanced or paid by the
Collateral Agent pursuant to this Mortgage (collectively, "Other
Advances"); and
(c) Costs, Fees and Other Expenses. All court costs,
reasonable attorneys' and paralegals' fees and expenses, appraiser's
fees, environmental audit, testing and survey fees, advertising costs,
filing fees and transfer taxes, notice expenses, expenditures for
documentary and expert evidence, stenographer's charges, publication
costs, and costs (which may be estimated as to items to be expended
after entry of the decree) of procuring all abstracts of title, title
searches and examinations, title guarantees, title insurance policies,
Torrens certificates and similar data with respect to title which the
Collateral Agent in the reasonable exercise of its judgment may deem
necessary (collectively, "Costs, Fees and Expenses") shall become
additional Obligations Secured hereby when paid or incurred by the
Collateral Agent in connection with any proceedings, including but not
limited to probate and bankruptcy proceedings, to which any Secured
Party shall be a party, either as plaintiff, claimant or defendant, by
reason of this Mortgage or any indebtedness hereby secured or in
connection with the preparations for the commencement of any suit for
the foreclosure, whether or not actually commenced, or sale by
advertisement. The proceeds of any sale shall be distributed and
applied in the following order unless a court of competent jurisdiction
shall otherwise direct:
10
(1) FIRST, to payment of all Costs, Fees and Expenses,
Other Advances and other reasonable costs and expenses of the
Collateral Agent incurred in connection with the collection and
enforcement of the Obligations Secured or of the lien granted to
the Collateral Agent pursuant to this Mortgage;
(2) SECOND, to payment of that portion of the
Obligations Secured constituting accrued and unpaid interest and
fees, pro rata among the Secured Parties in accordance with the
amount of such accrued and unpaid interest and fees owing to each
of them;
(3) THIRD, to payment of the principal of the
Obligations Secured, pro rata among the Secured Parties in
accordance with the amount of such principal owing to each of
them;
(4) FOURTH, to payment of any Obligations Secured (other
than those listed above) pro rata among the Secured Parties in
accordance with the amounts owing to them; and
(5) FIFTH, the balance if any, after all of the
Obligations Secured have been satisfied to Mortgagor or to
whosoever may be lawfully entitled to receive them; provided that
prior to the Termination Date (as defined herein) such balance
may, in the sole discretion of the Collateral Agent, be held by
the Collateral Agent as additional collateral security for the
Obligations Secured to be applied at any time thereafter pursuant
to this Section 9.
SECTION 10. Cumulative Remedies; Delay or Omission Not a Waiver. Each
remedy or right of the Collateral Agent shall not be exclusive of but shall be
in addition to every other remedy or right now or hereafter existing at law or
in equity. No delay or postponement in the exercise or omission to exercise any
remedy or right accruing on the occurrence or existence of any Event of Default
shall impair any such remedy or right or be construed to be a waiver of any such
Event of Default or acquiescence therein, nor shall it affect any subsequent
Event of Default of the same or different nature. Every such remedy or right may
be exercised concurrently or independently and when and as often as may be
deemed expedient by the Collateral Agent.
SECTION 11. Collateral Agent's Remedies against Multiple Parcels. If
more than one property, lot or parcel is covered by this Mortgage, and if this
Mortgage is foreclosed upon, or judgment is entered upon any Obligations Secured
hereby, or if Collateral Agent exercises its power of sale, execution may be
made upon or the Collateral Agent may exercise its power of sale against any one
or more of the properties, lots or parcels and not upon the others, or upon all
of such properties or parcels, either together or separately, and at different
times or at the same time, and execution sales or sales by advertisement may
likewise be conducted separately or concurrently, in each case at the Collateral
Agent's election.
11
SECTION 12. No Merger. In the event of a foreclosure of this Mortgage
or any other mortgage or trust deed securing the Obligations Secured, the
Obligations Secured then due the Collateral Agent shall, at the Collateral
Agent's option, not be merged into any decree of foreclosure entered by the
court, and the Collateral Agent may concurrently or subsequently seek to
foreclose one or more mortgages or deeds of trust which also secure said
Obligations Secured.
SECTION 13. Notices. All notices and other communications provided to
any party hereto under this Mortgage shall be in writing and shall be given in
the manner, within the time periods and to the addressees identified in the
Revolving Credit Guaranty Agreement.
SECTION 14. Extension of Payments. Mortgagor agrees that, without
affecting the liability of any person for payment of the Obligations Secured
hereby or affecting the lien of this Mortgage upon the Mortgaged Property or any
part thereof (other than persons or property explicitly released as a result of
the exercise by the Collateral Agent of its rights and privileges hereunder),
the Collateral Agent may at any time and from time to time, on request of the
Mortgagor, without notice to any person liable for payment of any Obligations
Secured, but otherwise subject to the provisions of the Term Loan Guaranty
Agreement and the Revolving Credit Guaranty Agreement, extend the time, or agree
to alter or amend the terms of payment of such Obligations Secured. Mortgagor
further agrees that any part of the security herein described may be released
with or without consideration without affecting the remainder of the Obligations
Secured or the remainder of the security.
SECTION 15. Governing Law. Mortgagor agrees that this Mortgage is to be
construed, governed and enforced in accordance with the laws of the State.
Wherever possible, each provision of this Mortgage shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision
of this Mortgage shall be prohibited by or invalid under applicable law, such
provision shall be ineffective only to the extent of such prohibition or
invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Mortgage.
SECTION 16. Satisfaction of Mortgage. Upon (a) the date on which all
the Obligations Secured have been paid in full and all commitments to make
loans, issue letters of credit or otherwise extend credit pursuant to the Term
Loan Agreement or the Revolving Credit Agreement have been terminated (the
"Termination Date"), or (b) a Permitted Asset Sale with respect to the Mortgaged
Property then, upon demand therefor following the Termination Date or such
Permitted Asset Sale, a satisfaction of mortgage or reconveyance of the
Mortgaged Property shall promptly be provided by the Collateral Agent to
Mortgagor.
SECTION 17. Successors and Assigns Included in Parties. This Mortgage
shall be binding upon the Mortgagor and upon the successors, assigns and vendees
of Mortgagor and shall inure to the benefit of the Secured Parties and their
respective successors, transferees and assigns; all references herein to the
Mortgagor and to the Collateral Agent shall be deemed to include their
respective successors, transferees and assigns. Without limiting the foregoing,
any Secured Party may assign or otherwise transfer all or any portion of the
Obligations Secured held
12
by it to any other Person, and such other Person shall thereupon become vested
with all of the rights and benefits thereof granted to such Secured Party under
this Mortgage or otherwise, subject, however, to any contrary provisions in such
assignment or transfer, and to the applicable provisions of the Term Loan
Agreement or the Revolving Credit Agreement. Mortgagor's successors and assigns
shall include, without limitation, a receiver, trustee or debtor in possession
of or for Mortgagor. Wherever used, the singular number shall include the
plural, the plural shall include the singular, and the use of any gender shall
be applicable to all genders.
SECTION 18. WAIVER OF APPRAISEMENT, VALUATION, STAY, EXTENSION AND
REDEMPTION LAWS. Mortgagor agrees, to the full extent permitted by law, that at
all times following an Event of Default, neither Mortgagor nor anyone claiming
through or under it shall or will set up, claim or seek to take advantage of any
appraisement, valuation, stay, homestead or extension laws now or hereafter in
force, in order to prevent or hinder the enforcement or foreclosure of this
Mortgage or the absolute sale of the Mortgaged Property or the final and
absolute putting into possession thereof, immediately after such sale, of the
purchaser thereat; and Mortgagor, for itself and all who may at any time claim
through or under it, hereby waives, to the full extent that it may lawfully so
do, the benefit of all such laws and any and all right to have the assets
comprising the Mortgaged Property marshaled upon any foreclosure of the lien
hereof and agrees that the Collateral Agent or any court having jurisdiction to
foreclose such lien may sell the Mortgaged Property in part or as an entirety.
To the full extent permitted by law, Mortgagor hereby irrevocably waives any and
all statutory or other rights of reinstatement or redemption from sale under any
order or decree of foreclosure of this Mortgage, on its own behalf and on behalf
of each and every person acquiring any interest in or title to the Mortgaged
Property subsequent to the date hereof. Mortgagor further waives, to the full
extent it may lawfully do so, all statutory or other rights in its favor,
limiting concurrent actions to foreclose this Mortgage and exercising other
rights with respect to the Obligations Secured, including, without limitation,
any right vested in Mortgagor or any affiliate to limit the right of the
Collateral Agent to pursue or commence concurrent actions against Mortgagor or
any such affiliate or any property owned by any one or more of them.
SECTION 19. Interpretation with Other Documents. Notwithstanding
anything in this Mortgage to the contrary, in the event of a conflict or
inconsistency between the Mortgage and the Term Loan Guaranty Agreement or the
Revolving Credit Guaranty Agreement, the provisions of the Term Loan Guaranty
Agreement or the Revolving Credit Guaranty Agreement shall govern.
SECTION 20. Future Advances. This Mortgage is given for the purpose of
securing loan advances and other extensions of credit which the Secured Parties
have made and may make to or for the benefit of the Borrower pursuant and
subject to the terms and provisions of the Credit Agreements. The parties hereto
intend that, in addition to any other debt or obligation secured hereby, this
Mortgage shall secure unpaid balances of loan advances and other extensions of
credit made after this Mortgage is recorded in Xxxxxxxx County, Ohio, whether
made pursuant to an obligation of the Secured Parties or otherwise, and in such
event, such advances shall be secured to the same extent as if such future
advances were made on the date hereof, although
13
there may be no advance made at the time of execution hereof, although there may
be no indebtedness outstanding at the time any advance is made and although such
advances may from time to time be repaid to a zero balance and thereafter
readvanced. Such loan advances may or may not be evidenced by guarantees or
notes executed pursuant to the Term Loan Agreement or the Revolving Credit
Agreement.
SECTION 21. Invalid Provisions to Affect No Others. In the event that
any of the covenants, agreements, terms or provisions contained in this Mortgage
shall be invalid, illegal or unenforceable in any respect, the validity of the
remaining covenants, agreements, terms or provisions contained herein or in the
Term Loan Guaranty Agreement or the Revolving Credit Guaranty Agreement shall
not be in any way affected, prejudiced or disturbed thereby. In the event that
the application of any of the covenants, agreements, terms or provisions of this
Mortgage is held to be invalid, illegal or unenforceable, those covenants,
agreements, terms and provisions shall not be in any way affected, prejudiced or
disturbed when otherwise applied.
SECTION 22. Changes. Neither this Mortgage nor any term hereof may be
changed, waived, discharged or terminated orally, or by any action or inaction,
but only by an instrument in writing signed by the party against which
enforcement of the change, waiver, discharge or termination is sought. To the
extent permitted by law, any agreement hereafter made by Mortgagor and the
Collateral Agent relating to this Mortgage shall be superior to the rights of
the holder of any intervening lien or encumbrance.
SECTION 23. CONSENT TO JURISDICTION; WAIVER OF IMMUNITIES. THE
Mortgagor hereby acknowledges and agrees that:
(a) It irrevocably submits to the jurisdiction of any state or federal
court sitting in the State, in any action or proceeding arising out of or
relating to this Mortgage, and the Mortgagor hereby irrevocably agrees that all
claims in respect of such action or proceeding may be heard and determined in
such State's state or federal court. The Mortgagor hereby irrevocably waives, to
the fullest extent it may effectively do so, the defense of an inconvenient
forum to the maintenance of such action or proceeding. The Mortgagor hereby
irrevocably consents to the service of any and all process in any such action or
proceeding by the mailing of copies of such process to the Mortgagor at its
address provided in Section 13 of this Mortgage along with a copy to the
addressees provided in such Section (if any). The Mortgagor agrees that a final
judgment in any such action or proceeding shall be conclusive and may be
enforced in other jurisdictions by suit on the judgment or in any other manner
provided by law.
(b) Nothing in this Section shall affect the right of the Collateral
Agent to serve legal process in any other manner permitted by law or affect the
right of the Collateral Agent to bring any action or proceeding against the
Mortgagor or its property in the courts of any other jurisdiction.
(c) To the extent that the Mortgagor has or hereafter may acquire any
immunity from the jurisdiction of any court or from any legal process (whether
through service or notice,
14
attachment prior to judgment, attachment in aid of execution, execution or
otherwise) with respect to itself or its property, the Mortgagor hereby
irrevocably waives such immunity in respect of its obligations under this
Mortgage.
(d) To the extent required by law, for effectiveness, to the extent
that any provision of either Credit Agreement is referred to in this instrument,
such provision of such Credit Agreement is hereby incorporated by reference.
SECTION 24. Time of Essence. Time is of the essence with respect to the
provisions of this Mortgage.
SECTION 25. No Strict Construction. The parties hereto have
participated jointly in the negotiation and drafting of this Mortgage. In the
event an ambiguity or question of intent or interpretation arises, this Mortgage
shall be construed as if drafted jointly by the parties hereto and no
presumption or burden of proof shall arise favoring or disfavoring any party by
virtue of the authorship of any provisions of this Mortgage.
SECTION 26. Collateral Agent's Right to Appear. The Collateral Agent
shall have the right to appear in and defend any legal proceeding brought
regarding the Mortgaged Property and to bring any legal proceeding, in the name
and on behalf of Mortgagor or in the Collateral Agent's name, that the
Collateral Agent, in its sole discretion, determines should be brought to
protect the Collateral Agent's or the Secured Parties' interest in the Mortgaged
Property.
SECTION 27. Savings Clause. Any provision of this Mortgage which is
prohibited or unenforceable in any jurisdiction, will, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without
invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction will not invalidate or render unenforceable
such provision in any other jurisdiction.
SECTION 28. Fraudulent Conveyance Limitation. Anything else in this
Mortgage notwithstanding, the grant by the Mortgagor hereunder of a mortgage,
security interest or other Lien in the Mortgaged Property shall secure the
Obligations Secured only for the maximum amount that can be incurred without
rendering this Mortgage void or voidable under applicable laws relating to
fraudulent obligations, fraudulent conveyance or fraudulent transfer, and not
for any greater amount.
BALANCE OF PAGE IS INTENTIONALLY BLANK
15
IN WITNESS WHEREOF, this instrument is executed as of the day and year
first above written by the person or persons identified below on behalf of
Mortgagor (and said person or persons hereby represent that they possess full
power and authority to execute this instrument).
THE MORTGAGOR HEREBY DECLARES AND ACKNOWLEDGES THAT THE MORTGAGOR HAS
RECEIVED, WITHOUT CHARGE, A TRUE COPY OF THIS MORTGAGE.
MORTGAGOR:
IRONTON IRON INC.,
an Ohio corporation
By /s/ Xxxxxxx Xxxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxxx
--------------------------
Title: Vice President
-------------------------
By /s/ Xxxxxxx Xxxxxxxxxx
----------------------------
Name: Xxxxxxx Xxxxxxxxxx
--------------------------
Title: Treasurer
-------------------------
[SEAL]
Signed and acknowledged in the presence of
Witness: /s/ Xxxxxx X. Xxxxxxxx, Xx.
-----------------------------
This document was prepared by Print Name: Xxxxxx X. Xxxxxxxx, Xx.
and after recording should be --------------------------
returned to:
Xxxx Xxxxxxxxx Witness: /s/ Xxxxxxx X. Xxxxxxx
Xxxxx, Xxxxx & Xxxxx -----------------------------
000 Xxxxx XxXxxxx Xxxxxx
Xxxxxxx, Xxxxxxxx 00000-0000 Print Name: Xxxxxxx X. Xxxxxxx
--------------------------
16
STATE OF ) MICHIGAN
) SS.
COUNTY OF ) OAKLAND
On this 15th day of August 2001, before me appeared Xxxxxxx Xxxxxxxxx
to me personally known, who, being by me duly sworn, did say thats she is the
Vice President of Ironton Iron, Inc., a Ohio Corp., and that said instrument was
signed in behalf of said corporation, by authority of its Board of Directors;
and said officer acknowledged said instrument to be the free act and deed of
said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year first above
written.
Xxxx Xxxxxxx
---------------------------
Notary Public
My term expires: 3-12-05
-------------------
17
STATE OF )
) SS.
COUNTY OF )
On this_______ day of August 2001, before me appeared_____________ to
me personally known, who, being by me duly sworn, did say that he is
the___________________ of____________________, a________________, and that said
instrument was signed in behalf of said corporation, by authority of its Board
of Directors; and said_______________________ acknowledged said instrument to be
the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed my
official seal in the County and State aforesaid, the day and year first above
written.
--------------------------
Notary Public
My term expires:
---------------------
18
EXHIBIT A
Legal Description of the Premises
19
EXHIBIT A
(Legal Description)
TRACT 1 - IRONTON IRON COMPANY (Part of Exhibit A, D.B. 516, PG. 299)
Situate in Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of
Ironton, Xxxxxxxx County, Ohio and being part of the Dayton Malleable
Iron Company's 4.66 acre tract as recorded in Volume 201, Page 492 of
the Xxxxxxxx County Dead Records and being more particularly bounded
and described as follows:
Beginning at an iron pin (set March, 1986) at the intersection of the
Southerly Right-of-Way Line of Dayton Street and the Easterly
Right-of-way Line of the Norfolk and Western Railroad.
Thence, along said Southerly Right-of-way Line of Xxxxxx Xxxxxx, Xxxxx
00 deg. 51' 34" East a distance of 201.32 feet to an iron pin (set
March, 1986) on the Southeast Line of the aforementioned 4.66 acre
tract,
Thence, along said Xxxxxxxxx Xxxx, Xxxxxxxxx Xxxx, Xxxxx 00 deg. 45'
26" West, a distance of 170.11 feet to an iron pin (found March, 1986)
on the aforementioned Easterly Right-of-way Line of the Norfolk and
Western Railroad,
Thence, along said right-of-way of the railroad with the are of a curve
to the right having a radius of 1462.69 feet, delta angle of 6 deg. 10'
53", tangent length of 78.98 feet, are length of 157.81 feet, and a
long chord of North 17 deg. 54' 20" West, 157.73 feet to the ORIGINAL
PLACE OF BEGINNING containing 0.304 acres more or less and subject to
all legal easements or rights-of-way.
Being the same premises as described in Exhibit A, Tract 1, Volume 516,
Page 299 of the Xxxxxxxx County Deed Records.
The above described tract consists of the following;
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
(0.304 acres of 3.64 total acres)
TRACT 2 - IRONTON IRON COMPANY (Part of Exhibit A, D.B. 516, Pg. 299)
Situate in Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx, Xxxx of
Ironton, Xxxxxxxx County, Ohio and being all of Lot 4 and 5 in the
Second National Bank Addition to the town of Etna as recorded in Volume
1, Page 254 of the Xxxxxxxx County Plat Records and being more
particularly bounded and described as follows:
Beginning at a point at the intersection of the Northeasterly
Right-of-way Line of Third Street and Northeasterly Right-of-way Line
of Poplar Alley,
Thence, along said right-of-way of Xxxxx Xxxxxx, Xxxxx 00 deg. 59' 10"
West, a distance of
EXHIBIT A (cont'd)
(Legal Description)
50.08 feet (50 feet by plat) to an iron pin (found March, 1986).
Thence, North 59 deg. 59' 57" East, a distance of 147.48 feet (145.85
feet by plat) to a P.K. Nail (found March, 1986) on the Southwesterly
Right-of-way Line of Cedar Alley.
Thence, along said right-of-way of Cedar Alley, South 29 deg. 07' 26"
East, a distance of 50.15 feet (50 feet by plat) to a P.K. Nail (found
March, 1986) at the intersection of said Right-of-way Line of Cedar
Alley and the aforementioned Right-of-way Line of Poplar Alley.
Thence, along said right-of-way of Polar Alley, South 60 deg. 01' 38"
West, a distance of 145.85 feet (144.95 feet by plat) to the ORIGINAL
PLACE OF BEGINNING containing 0.169 acres more or less and subject to
all legal easements or right-of-way.
Being the same premises as described in Exhibit A, Tract 2, Volume 516,
Page 299 of the Xxxxxxxx County Deed Records.
The above described tract consists of the following:
The above described tract consists of the following:
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
TRACT 3 - IRONTON IRON COMPANY (PART OF EXHIBIT A, D.B. 516 Pg. 299)
Situate in Section 27 and Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, Xxxxx 00 Xxxx,
Xxxx of Ironton, Xxxxxxxx County, Ohio and being the remainder of the
Dayton Malleable Ironton Company's tracts as recorded in Volume 312,
Page 615, Volume 201. Page 492; Volume 222, Page 526; Volume 395, Page
594; Volume 168, Page 486; Volume 222. Page 9; Volume 99, Page 614;
Volume 101, Page 15; Volume 130, Page 141; Volume 269, Page 191; Volume
294, Page 34; Volume 307, Page 146; and Volume 417, Page 93 of the
Xxxxxxxx County Deed Records and part of the Dayton Malleable Iron
Company's tract as recorded in Volume 323, Page 606 of the Xxxxxxxx
County Deed Records and being more particularly bounded and described
as follows:
Beginning at a "X" chisled in concerts (set March, 1986) at the
intersection of the Northwesterly Right-of-way Line of Dayton Street
and the Southwesterly Right-of-way Line of Third Street,
Thence, along said right-of-way of Xxxxxx Xxxxxx, Xxxxx 00 deg. 45' 26"
West, a distance of 455.89 feet to an iron pin (set March, 1986),
thence continuing along said right-of-way, North 72 deg. 51' 34" West,
a distance of 207.16 feet to an iron pin (set March, 1986) on the
Easterly Right-of-way Line of the Northfolk and Western Railroad,
Thence, along said railroad right-of-way, North 13 deg. 45' 19" west,
(North 13 51' West by deed) a distance of 135.26 feet,
Thence, continuing along said railroad right-of-way with the arc of a
curve to the left having a radius of 814.37 feet, delta angle of 5 deg.
12' 00", tangent length of 36.98 feet, are length 73.91 feet, and a
long chord of North 16 deg. 21' 19" West, 73.89 feet to an iron
EXHIBIT A (cont'd)
(Legal Description)
pin (found March, 1986)
Thence, continuing along said railroad of right-of-way with the arc of
a curve to the left having a radius of 1071.50 feet, delta angle of
10 deg. 59'19", tangent length of 103.07 feet, arc length of 205.50
feet, and a long chord of North 24 deg. 26'59" West, 205.19 feet to an
iron pin (found March, 1986).
Thence, continuing along said railroad right-of-way, North 29 deg.
26'27" West, (North 31 deg. 15' West by deed) a distance of 229.69 feet
to a railroad spike (set March, 1986),
Thence, continuing along said railroad right-of-way, South 59 deg.
59'06" West, (South 58 deg. 41' West by Deed) a distance of 22.76 feet
to an iron pin (set March, 1986),
Thence, continuing along said railroad right-of-way, North 30 deg.
00'12" West, (North 31 deg. 18'20" West by deed) a distance of 509.46
feet to an iron pin (Set March, 1986),
Thence continuing along said railroad right-of-way, North 28 deg.
17'52" West, (North 29 deg. 36' west by deed) a distance of 198.48 feet
to a T. Rail (found March, 1986),
Thence continuing along said railroad right-of-way, North 61 deg.
56'03" East, (North 60 deg. 37'55" East by deed) a distance of 30.91
feet,
Thence, continuing along said railroad right-of-way, North 18 deg.
57'52" West, (North 20 deg. 16' West by deed) a distance of 222.92 feet
to an iron pin, (set March, 1986),
Thence, continuing along said railroad right-of-way, North 59 deg.
59'08" East, (North 58 deg. 41' East by deed) a distance of 6.10 feet,
Thence, continuing along said railroad right-of-way, North 30 deg.
10'52" West, (North 31 deg. 29' West by deed) a distance of 73.05 feet
to an iron pin (set March, 1986),
Thence, continuing along said railroad right-of-way, North 30 deg.
26'00" West, (North 30 deg. 34' West by deed) a distance of 64.20 feet
to an iron pin (set March, 1986),
Thence, North 59 deg. 45'49" East, a distance of 162.26 feet to a P.K.
Nail (found March, 1986),
Thence, North 30 deg. 36'22" west, a distance of 58.03 feet to a Rail
road spike (set March, 1986) on the face of the Southeasterly wall
(extended) of Building Number 57,
Thence, along the face of said wall North 59 deg. 18'32" East, a
distance of 199.00 feet to the corner of said building,
Thence along the face of the Northeasterly wall of said building North
30 deg. 41'28" West, a distance of 48.82 feet to the corner of said
building,
Thence, along the face of the Northwesterly wall of said building South
59 deg. 18'32" West, a distance of 170.39 feet,
Thence, North 32 deg. 18'47" West, a distance of 47.08 feet to a metal
fence post,
EXHIBIT A (cont'd)
(Legal Description)
Thence, North 65 deg. 19' 16" West, a distance of 47.64 feet to a P.K.
Nail (found March, 1986),
Thence, North 75 deg. 52' 45" West, a distance of 37.92 feet to a metal
post filled with concrete,
Thence, South 58 deg. 05' 37" West, a distance of 95.90 feet to an iron
pin (found March, 1986), on the aforementioned Easterly Right-of-way
Line of the Norfolk and Western Railroad,
Thence, along said railroad right-of-way, North 31 deg. 07' 49" West
(North 30 deg. 39" West by deed), a distance of 496.49 feet to an iron
pin (found March, 1986),
Thence, North 58 deg. 40' 50" East (North 58 deg. 51' East by deed), a
distance of 167.71 feet to an iron pin (set March, 1986),
Thence, South 30 deg. 59' 10" East (South 30 deg. 49' East by deed), a
distance of 200.00 feet to an iron pin (set March, 1986),
Thence, North 59 deg. 00' 50" East (North 59 deg. 11' East by deed), a
distance of 10.00 feet to an iron pin (set March, 1986),
Thence, South 30 deg. 59' 10" East (South 30 deg. 49' East by deed), a
distance of 60.00 feet to an iron pin (set March, 1986),
Thence, North 59 deg. 00' 50" East (North 59 deg. 11' East by deed), a
distance of 171.72 feet to an "X" chisled in a concrete sidewalk (set
March, 1986) on the aforementioned Southwesterly Right-of-way Line of
Third Street,
Thence, long said right-of-way, South 30 deg. 59' 10" East (South 30
deg. 49' East by deed), a distance of 1008.85 feet to an "X" chisled in
a concrete sidewalk (set March, 1986),
Thence, continuing along said right-of-way, South 32 deg. 38' 38" East
(South 33 deg. 15' East by deed), a distance of 748.32 feet to a
railroad spike (set March, 1986) on the Northwesterly Right-of-way Line
of Xxxxxx Xxxx,
Thence, along said Right-of-way of Xxxxxx Xxxx, Xxxxx 00 deg. 49' 41"
West, a distance of 192.02 feet,
Thence, South 29 deg. 07' 29" East, a distance of 24.06 feet to a point
on the Southeasterly Right-of-way Line of Xxxxxx Xxxx,
Thence, along said right-of-way of Xxxxxx Xxxx, Xxxxx 00 deg. 49' 41"
East, a distance of 193.50 feet to an iron pin (found March, 1986) on
the aforementioned right-of-way of Third Street,
Thence, along said right-of-way of Xxxxx Xxxxxx, Xxxxx 00 deg. 38' 38"
East (South 33 deg. 15' East by deed), a distance of 333.02 feet to an
iron pin (set March, 1986),
Thence, continuing along said right-of-way, South 32 deg. 15' 32" East
(South 32 deg. 14'
EXHIBIT A (cont'd)
(Legal Description)
34" East by deed), a distance of 180.11 feet to the ORIGINAL PLACE OF
BEGINNING and passing an iron pin (found March, 1986) at 66.77 feet and a
stone (found March, 1986) at 80.04 feet, containing 24,299 acres more or
less and subject to all legal easements or rights-of-way.
Being the same premises as described Exhibit A, Tract 3, Volume 516, Page
299 of the Xxxxxxxx County Deed Records.
The above described tract consists of the following:
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (0.69 acres of
1.35 total acres)
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (0.14 acres of
0.28 total acres)
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (2.211 acres of
2.238 total acres)
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (3.336 acres of
3.64 total acres)
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
EXHIBIT A (Cont'd)
(Legal Description)
TRACT 4 - AMCAST INDUSTRIAL CORPORATION - PEERLESS DIVISION
Situate in Xxxxxxx 00, Xxxxxxxx 0 Xxxxx, xxxxx 00 Xxxx, Xxxx of
Ironton, Xxxxxxxx County, Ohio and being the remainder of the Dayton
Malleable Iron Company's 5.4 acre tract as recorded in Volume 323, Page
606 of the Xxxxxxxx county Deed Records and being more particularly
bounded and described as follows:
Commencing at the intersection of the Southwesterly right-of-way line
of Third Street and the Northwesterly right-of-way line of Dayton
Street (Dedicated Ordinance #5173, 1965).
Thence following along the southwesterly right-of-way line of Third
Street, North 32 deg. 15' 32" West, 180.11 feet to a point,
Thence continuing along the southwesterly right-of-way line of Third
Street, North 32 deg. 38' 38" West, 1005.34 feet to a point,
Thence, continuing along the Southwesterly right-of-way line of Third
Street, North 30 deg. 59' 10" West, 678.63 feet to the intersection of
said right-of-way line of Third Street and the centerline of a 40 feet
wide casement.
Thence, following along the centerline of said casement, South 59 deg.
18' 32" West, 198.43 feet to the True Point of Beginning.
Thence, South 32 deg. 18' 47" East, 20.01 feet to a point on the
Northwesterly wall of Building Number 57,
Thence, along the face of the Northwesterly wall of said building,
North 58 deg. 18' 32" East, 170.39 feet to the corner of said building,
Thence along the face of the Northeasterly wall of said building, South
30 deg. 41' 28" East, 48.82 feet to the corner of said building,
Thence, along the face of the Southeasterly wall of said building,
South 59 deg. 18' 32" West, passing a Railroad spike (Set, March, 1986)
at 197.22 feet, a total distance of 199.00 feet to a point on the
extension of said wall.
Thence, South 30 deg. 36' 22" East, 58.03 feet to a P.K. Nail (found
March, 1986),
Thence, South 59 deg. 45' 49" West, 162.26 feet to an Iron pin, (Set
March, 1986) in the Easterly Right-of-way line of the Norfolk &
Southern Railroad,
Thence, along said railroad right-of-way, North 30 deg. 26' 00" West
(North 30 deg. 34' West by deed) 134.79 feet,
EXHIBIT A (cont'd)
(Legal Description)
Thence, continuing along said railroad right-of-way, North 59 deg. 22'
50" East, (North 59 deg. 41' East by deed) 40.00 feet to an Iron pin,
(found March, 1986).
Thence, continuing along said railroad right-of-way, North 30 deg. 58'
52" West, (North 30 deg. 41' West by deed) 71.00 feet to an Iron Pin,
(found March, 1986),
Thence, continuing along said railroad right-of-way, North 31 deg. 07'
49" West, (North 30 deg. 39' West by deed) 10.78 feet to an iron pin
(found March, 1986) on the Easterly Right-of-way line of the Norfolk
and Southern Railroad, Said iron pin being South 31 deg. 07' 49" East
(South 30 deg. 39' East by deed) 496.49 feet from the Northwest corner
of the Dayton malleable Iron Company's 5.4 acre tract as recorded in
Volume 323, Page 606 of the Xxxxxxxx County Deed records.
Thence, North 58 deg. 05' 37" East, 95.50 feet to a metal post filled
with concrete,
Thence, South 75 deg. 52' 45" East, 37.92 feet to a P.K. Nail (found
March, 1986)
Thence, South 65 deg. 19' 16" East, 47.64 feet to a metal fence corner
post,
Thence, South 32 deg. 18' 47" East, 27.07 feet to the ORIGINAL POINT OF
BEGINNING containing 0.993 acres more or less and subject to all legal
casements and rights-of-way.
Being the same premises as described in Exhibit C, Volume 516, Page
299 of the Xxxxxxxx County Deed Records.
The above described tract consists of the following:
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (0.66 acres
of 1.35 total acres)
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (0.14 acres
of 0.28 total acres)
Part of Xxxxxxxx County Auditor's Parcel Number 00-000-0000 (0.27 acres
of 2.238 total acres)
All of Xxxxxxxx County Auditor's Parcel Number 00-000-0000
EXHIBIT A (cont'd)
(Legal Description)
A 40 foot wide easement for ingress to and egress from the tract
described on Exhibit C to this Deed, being more particularly described
as follows:
Commencing, at the intersection of the Southeasterly right-of-way line
of Third Street and the Northwesterly right-of-way line of Dayton
Street (Dedicated Ordinances #5173, 1965)
Thence, following along the Southwesterly right-of-way line of
Third Street, North 32 deg. 15' 32" West, 180.11 feet to a point,
Thence, continuing along the Southwesterly right-of-way line of Third
Street, North 32 deg. 38' 38" West, 1105.34 feet to a point,
Thence, continuing along the Southwesterly right-of-way line of Third
Street, North 30 deg. 59' 10" West, 678.63 feet to the intersection of
said right-of-way line of Third Street and the centerline of the
herein described easement, and the TRUE PLACE OF BEGINNING of said
easement,
Thence, running 20 feet on each side of the following centerline,
south 59 deg. 18' 32" West, a distance of 198.43 feet to a point on
the tract described on Exhibit C to this Deed and the END OF BASEMENT.
