HomeMy WebLinkAboutResolution #1135,. .
RESOLUTION N0. 1135
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF CANTON AND
B & K .Specialty Casting Co. AND DIRECTING THE MAYOR AND CITY CLERK
TO EXECUTE AND DELIVER SAID LOAN AGREEMENT ON BEHALF OF THE CITY
OF CANTON.
WHEREAS, the City of Canton has entered into negotiations with
B & K Specialty Casting Co. for a loan from the City' s Enterprise Zone
Fund for the amount of $50,.000.00.--------~ such funds to be made avail-
able through the City's loan agreement with the U.S. Department of
Health and Human Service; and,
WHEREAS, the City Council of the City of Canton has reviewed
eht terms of the proposed loan agreement, a copy of which is hereto
attached and made a part hereof as Exhibit A; and,
WHEREAS, the Canton City Council has determined that it is
desireable and in the best interest of the City of Canton to approve
said agreement.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CANTON, Fulton County, Illinois as follows:
1. That the Loan Agreement between the City of Canton and
B & K Specialty Casting Company , which is attached hereto and made a part
hereof as Exhibit A, is hereby approved, said Loan Agreement to be
subject to and effective pursuant to the terms and conditions therein
set forth.
2. That the Mayor and City Clerk are hereby authorized and
directed to execute and deliver said Loan Agreement on behalf of the
City of Canton.
3. That this Resolution shall be in full force and effect immed-
iately upon its passage by the City Council of the City of Canton,
Fulton County, Illinois and approval by the Mayor thereof.
PASSED by the City Council of the City of Canton, Fulton County,
Illinios at a special meeting this 24th day of ,-rr „a ,~a,-y ,
19 86 , upon a roll call vote as follows:
AYES: Aldermen Chapman, May, Bohler, [~lorkman, Sarff, Steck,
Zilly, Kovachevich.
NAYS: None.
ABSENT: None.
APPROVED:
onald L. Edwards, Mayor
ATTEST:
Nan Flhit , City Clerk r.
.~>~- .~
( ~a0 F.~:I ~v G CA?' I TAL )
,~,~;
,~~i
LOAN AGREEMENT
(HHS/OCS)
This agreement dated January 24 , 1986
is between the City of Canton, an Illinois Municipal Corporation
(hereinafter cal led "Lender") , and B & K Specialty Casting Company,
a Missouri corporation , (hereinafter called "Borrower").
In consideration of the mutual covenants and agreements contained
herein, Lender and Borrower agree as follows:
1. Loan Terms:
Lender agrees to loan the principal sum of Fifty Thousand
Dollars ($ 50, 000.00) -------------- ------------------- ( hereinafter
referred to as "Loan"), to be disbursed as hereinafter provided,'
bearing interest at the rate of 9.0 percent per annum from the
date funds are advanced hereunder up to and including gecember 31,
1988, and at the rate of 13.0 percent per annum thereafter for the
remaining term of this loan as more specifically set forth in para-
graph 2 below. The term of the loan is for 5 years from the
date hereof .
This loan is evidenced by a promissory note of even date
herewith (Exhibit 1) made payable to the City of Canton, an Illinois
Municipal Corporation. Borrower agrees to use the loan and its
proceeds solely for activities as set forth in Borrower's approved
Rural Development Loan Fund (hereinafter called "RDLF") application
(including any supplements or modifications thereto), approved
Business Plan (including any supplements or modifications thereto), 'each
submitted to the Lender, the terms and conditions 4f this Loan
Agreement and the Rules and Regulations governing the RDLF (45 CFR
1076.50) in effect on the date hereof, and all applicable Federal
(WORKING CAPITAL)
HHS /OCS : 10/1/84
and State of Illinois Laws, rules and regulations.
2. Repayment:
Repayment of this loan shall be made as follows:
2.1 Principal shall be paid in Ten (10)
equal semi-annual installments of ($ 5,000.00 ------------) each com-
mencing on the 1st day of June/December 1986 and continuing every
six months thereafter until said principal is fully paid.
2.2 Interest shall be paid on the unpaid principal bal-
ance at the rate of 9.0 percent per annum with the first payment
due on June %b~ 1st, 19 86 and then on December/ 1st, and
June/~~ 1st of each year until and including December 1st,
1988. After said period, interest shall be paid on the unpaid
balance in said semi-annual installments at the rate of 13.0 percent
per annum until said interest and principal is fully paid. - _
2.3 Unpaid interest shall be added to principal and bear
interest at the same rate as noted above for said principal. Inter-
est shall be considered unpaid if not received by Lender within 7
calendar days following the due date.
2.4 Borrower shall pay a late charge of 6$ of the payment
due of principal or interest if payment for any of these is not
received within 7 calendar days following the due date. The late
charge shall be considered unpaid'if not received within 15 calendar
days of the missed due date for which it was imposed. Any unpaid
late charge shall be added to principal and bear interest at the
same rate as noted above for said principal. Acceptance of a late
charge by Lender does not constitute a waiver of default.
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2.5 Borrower shall have the right to prepay any and
all interest and principal at any time without penalty or addi-
tional interest and any such prepayments shall be applied to the
next maturing installments of principal and interest.
3. Certification:
Immediately before the date of the loan disbursement,
the Borrower shall submit the following documentations to Lender:
3.1 A current copy of the Borrower's articles of incor-
poration or charter.
3.2 Certifications that there has been no material adverse
change in Borrower's financial condition or any condition which
would adversely affect the Borrower's ability to carry out the
terms and conditions of this agreement.
3.3 If a corporation, a certified copy of Borrower's
corporate resolution authorizing and directing the execution and
delivery by Borrower to Lender of this agreement and all related
documents.
4. Disbursement Procedure:
4.1 Disbursement shall take place after this loan agree-
ment and the promissory note (Exhibit 1) are executed, the documenta-
Pion called for in paragraph 3 above and any other conditions precedent
to disbursement 6f funds under this award are: fully satisfied, and
Borrower has delivered to Lender all requisite security instruments in
form and substance acceptable to Lender.
4.2 In addition to any of the foregoing, loan funds will only
be disbursed upon completion of all of the following in form and sub-
stance satisfactory to the Lender:
(a) Collateral security agreement(s) specified in paragraph 8;
(b) Lender's receipt of any necessary final written approval
from OCS; and
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(c) Evidence of compliance with other terms and conditions
specified in paragraph 18.
4.3 Borrower shall maintain a separate ledger for RDLF
funds obtained hereunder.
5. Reporting and Access Requirements:
(a) Within five (5) working days of Lender's written
request, Borrower agrees to make all of its books, accounts .and
other financial data relating to this loan available to Lender,
or, Lender's authorized agents (to include Lender's auditors)
within the City of Canton, Illinois.
(b) Borrower, its consultants and contractors, shall
permit on site inspections of records or assets (wherever located)
by Lender or by Lender's authorized representatives and shall effect-
tively require their agents, employees and board members to furnish
such information as, in the judgment of Lender or Lender's author=
ized representatives, may be relevant to the question of Borrower's
compliance with the terms of Borrower's approved Rural Development
Loan Fund application (including any supplements or any modification
thereto),to Borrower's approved business plan (including any supple-
ments or any modifications thereto), to Borrower's compliance with
this loan agreement, or to Borrower's compliance with the rules and
regulations governing the RDLF (45 CFR 1076.50) in effect on the date
hereof and to all applicable Federal and State of Illinois laws, rules
and regulations.
6. Assignment;
Except as expressly provided in the loan agreement, Borrower
shall not assign any right, title or interest in and to this Agree-
ment, or, to any security pedged in repayment of this loan without
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first obtaining Lender's written consent thereto and, as applicable,
prior OCS written approval.
7. Default:
On the occurrence of any event of default as described
below, Lender may declare all or any portion of the debt and inter-
est created hereby to be immediately due and payable and may pro-
ceed to enforce its rights under this loan agreement or any other
instruments securing or relating to this loan and in accordance
with the law and regulations applicable hereto. Any of the follow-
ing may, without limitation, be regarded as an "event of default"
in the sole discretion of the Lender:
(A) Failure, inability or unwillingness of Borrower
to carry out or comply with the specific terms or condi-
tions of this loan agreement, or any federal or state
laws, rules, or regulations, applicable to this loan __
agreement, or with such OCS regulations as may become
applicable at any time.
(B) Failure of Borrower to pay any installment of
principal or interest on its promissory note to Lender
when due as specified in paragraph 2 above.
(C) The occurrence of: (1) Borrower's becoming
insolvent or bankdupt, or ceasing, being unable, or
admitting in writing its inability, to pay its debts as
they mature, or making a general assignment with creditors;
(2) proceedings for the appointment of a receiver, trustee
of liquidator of Borrower, or of a substantial part of its
assets, being authorized or instituted by or against it; or
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(3) proceedings under any bankruptcy, reorganization,
readjustment of debt, insolvency, dissolution, liquida-
tion, or other similar law of any jurisdiction being
authorized or instituted by or against this Borrower.
(D) Submission or making of any report, statement,
warranty, or representation by Borrower or agent on its
behalf to Lender or OCS in connection with the financial
assistance awarded hereunder which is false, incomplete,
or incorrect in any material respect.
(E) Failure of Borrower to remedy any material adverse
change in its financial or other condition arising since
the date hereof which condition was an inducement to this
loan.
(F) Except as expressly provided in this loan agreement,
any attempt by Borrower to assign any right, title, or
interest in and to this agreement, or, to any security
pledged in repayment of this loan without first obtaining
Lender's written consent thereto.
8. Collateral:
(A) A second security position in machinery and equip-
ment in an amount equal to 133 of the principal amount of
this loan; and,
(B) A second security position in any remaining equity
in buildings and grounds owned or controlled by Borrower; and,
(C) As reasonably available, a pledge of all outstanding
corporate stock. owned or controlled by Bruce W. Buehrig; and,
(D) The personal guaranty of Bruce W. Buehrig.
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9. Other Parties:
This loan agreement is not for the benefit of third
parties. Lender shall not by under any obligation to any such
parties, whether directly or indirectly interested in the loan
agreement, to pay any charges or expenses incident to compliance
by Borrower with any of the duties or obligations imposed hereby.
10. Costs and Expenses:
Borrower agrees to reimburse Lender for costs and expenses,
court costs, reasonable attorney fees, and all other out-of-pocket
expenses paid by Lender in enforcing the terms and conditions of,
this agreement occassioned by Borrower's failure to comply with such
terms and conditions. Borrower hereby irrevocably consents that
all such attorney fees, costs, and expenses, and out-of-pocket
expenses may be included in any judgment awarded to Lender in any
proceeding at law or in equity to enforce this agreement.
Borrower hereby irrevocably empowers any attorney at any
time hereafter to appear for Borrower in any court in term time or
vacation, and confess judgment against Borrower, each or any of us,
(as applicable), including any guarantor(s) hereof, without process
of this Loan Agreement in favor of any legal holder, for all sums
owing hereon, interest, costs, and resonable attorney's fees, and to
waive all right of appeal, release all errors and consent to immed-
iate execution.
11. Retention and Creation of Jobs:
Lender and Borrower recognize and agree that the loan pro-
vided by Lender to Borrower is in direct support of Borrower's
activities specified in the approved application and business plan.
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Both Lender and Borrower recognize and agree that new jobs will
be created and/or exisitng jobs retained; a majority of new jobs
created shall be filled by persons whose family incomes are at or
below the Poverty Guidelines as established by the Secretary,
Health and Human Services, at the time the jobs are filled. Borrow-
er covenants and agrees to not relocate jobs created by use of
this loan from Lender's corporate limits as long as any indebtedness
exists hereunder.
12. Notice:
Notice shall be given to any party hereto by United States
mail, certified mail, return receipt requested, and directed to the
following addresses:
To Lender: City Clerk
City Building _ ~'~
210 East Chestnut Street
Canton, Illinois 61520
Any notice given to the Lender shall include an informational copy,
mailed as aforesaid, and addressed to the attention of the City
Attorney at the above stated address.
To the Borrower : B & K Specialty Casting Co.
c/o Farmers State Bank of Fulton County
ATTN: R. J. Ketchum
Box 231
Lewistown, IL. 61542
or, such other address as Borrower may direct in writing.
13. Successors and Assigns:
The Loan Agreement shall be binding upon Borrower and its
successors and assigns and upon Lender and its successors and assigns,
and shall survive the closing of the Loan and disbursement of pro-
ceeds.
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14. Applicable Laws:
Interpretation of the terms and provision of this loan
agreement shall be in accordance with applicable Federal laws and
with the laws of the State of Illinois.
15. Management of Borrower:
Except as provided to the contrary in this loan agreement,
the Borrower shall have the right: (i) to merge with or into any
other corporation with Lender's prior written consent, (ii) to make
a public offering of its stock, or, (iii) to take any other corporate
action that the Borrower deems to be in its best interest.
16. Insurance:
Borrower agrees to keep the improvements now and hereafter
upon the premises set forth in Exhibit 2 insured against damage by
fire, windstorm, and such other hazards as the Lender may require
to be insured against until the loan is paid in full, or, in the
case of foreclosure until expiration of the period of redemption.
The aggregate amount of such insurance shall not be less than the
aggregate sum of the unpaid principal or this loan and accrued
interest and penalties thereto appertaining. Borrower shall pro-
vide Lender with a copy of such insurance policy or policies and
shall show the Lender as mortgagee and loss payee thereon.
17. Retention of Records:
Borrower hereby agrees to retain intact all of its books,
accounts, and other financial data relating to this loan for a per-
iod of four (4) years following the end of Borrower's fiscal year
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of the last entry therein and, further, agrees to make the same
available for Lender's inspection upon the same terms and conditions
as set forth in numerical Paragraph 5 of this loan agreement.
18. Other Terms and Conditions:
(A) No person in the United States shall on the grounds
of race, color, religion, sex, age, handicap, marital status, or nat-
ional origin, be denied the proceeds of, or be subject to discrimina-
tion under the activities approved as a result of this loan. Borrower
agrees to comply with the applicable regulations promulgated by the
Civil Rights Act of 1964 and Section 623 of the Economic Opportunity
Act of 1964, as amended, 42 U.S.C., ~2971c.
(B) Proceeds of this loan shall be used by Borrower _
only for working capital purposes in support of Borrower's anticipated
operation in the City of Canton's Enterprise Industrial .Park, all in
conformity with Borrower's loan application and business plan.
(C) Any deviation by Borrower from either the terms
and conditions of Borrower's loan application, or, of Borrower's
business plan must first be approved by the City of Canton in
writing. Deviation from either the loan application, or, from
the business plan shall constitute an "event of default" within
the meaning of Section 7 of this agreement.
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IN WITNESS WHEREOF, Lender and Borrower have executed
duplicate originals of this loan agreement as of the date first
above-mentioned. -~
BORROWER: LENDER:
B & K Specialty Casting Company, City of iCanton, an Illinois
a Missouri corporation, municipal corporation,
BY: BY:
Its President. Its Mayor.
Date: January 24, 1986. Date: January 24, 1986.
Address: 4101 St. Clair Avenue Address: 210 East Chestnut Street
P.O. Box 3188 Canton, Illinois 61520
Fairview Heights, IL. 62208
Phone: (618) 271-0923 Phone: (309) 647-0065/0020
A~'TEST: ATTEST:
Corporate Secretary. City Clerk.
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(EXHIBIT 1)
NOTE
B & K Specialty Casting Company , a Missouri corporation,
promises to pay to the order of the CITY OF CANTON, an Illinois
municipal corporation, the sum of Fifty Thousand Dollars (550.000.00)
together with interest thereon at the rate of g.0 $ per annum from
the date hereof to and including December 31 , 19~, and at
the rate of 13.0$ per annum thereafter to and including
19
PAYMENT SCHEDULE:
(a) PRINCIPAL: Principal shall be paid in Twenty ( 20) equal
semi-annual installments of $ 2,5~o.nn ----- _ each commencing on
the day of , 19 , and continuing every six months
thereafter until the principal sum of $50,000.00 ----- is paid in full.
(b) INTEREST: Interest shall be paid on the unpaid principal
balance at the rate of 9.0$ per annum with the first payment due on
June 1st , 19 86 , and then on December 1Gt and ,Tune ~ ~t
of each year until and including December 31st , 19~_. After such
period, interest shall be paid on the unpaid principal balance in said
semi-annual installments at the rate of 13.0 $ per annum until said
interest and principal is fully paid.
Unpaid interest shall be added to principal and bear interest at
the same rate as noted above for principal. Interest whall be con-
sidered unpaid if not received by the City of Canton within 7 calendar
days following the due date. B & K Specialty Casting Cry , shall
have the right to prepay any aad all interest and principal at_any-
time without penalty or additional interest.
This Note is specifically made subject to the terms and conditions
of a certain "Loan Agreement" between B & K Specialty Casting Company
and the City of Canton, dated as of 19 and
approved by City of Canton Resolution Number on ,
19 (as amended) as fully as though all the terms and conditions
of said Loan Agreement were fully set forth at this place verbatim.
To secure the payment of this Note, B & K Specialty Casting Cca~q~ny ,
hereby irrevocably empowers any attorney at any time hereafter to
appear for us in any court in term time or vacation, and confess
judgment against us, each or any of us, including any guarantor(s)
hereof, without process of this Note in favor of any legal holder,
for all sums owing hereon, interest, costs, and reasonable attorney's
fees, and to waive all right of appeal, release all errors and con-
sent to immediate execution.
DATED: This day of , 19
By:
Its President and
Its Vice-President
Corporate Secretary.
(Corporate Seal)
HHS/OCS: 10/1/84
nT7T TTwlmrlr
FOR VALUE RECEIVED, the undersigned,. Bruce W. Buehrig and
hereby guarantee the payment
of the foregoing Note at maturity or at any time thereafter, with
interest as specified therein, waiving presentment, demand, notice,
protest, and diligence in collecting, and we each of us hereby
irrevocably empower any attorney at any time hereafter to appear
for us, either or any of us, in any court in term time or in vacation,
and confess judgment against us, each or any of us, including any
within maker or makers, guarantor or guarantors hereof, without
process on this Note in favor of the legal holder, for said within
sum, interest, costs, and reasonable attorney's. fees, and to waive
all right of appeal, to release all errors and consent to immediate
execution.
DATED : This day of - , 1 g
(Bruce W. Buehrig)
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(EXHIBIT 2)
SECOND
REAL ESTATE MORTGAGE
THIS INDENTURE WITNESSETH: That the undersigned, B & K Specialty
Casting Company, a Missouri corporation , of the City of Canton,
in the County of Fulton and State of Illinois, hereinafter referred
to as the "Mortgagor", does hereby MORTGAGE AND WARRANT to the CITY
OF CANTON, an Illinois municipal corporation, of the City of Canton,
in the County of Fulton and State of Illinois, hereinafter referred
to as the "Mortgagee", the following described real property, to-wit:
Lots Number Eighteen (18) and Nineteen (19) of the
Enterprise Industrial District pursuant to the Sub-
division Plat thereof filed in the Fulton County
(Illinois) Recorder's Office on October 26, 1984,
as Instrument Number 84-8960, subject to all ease-
ments of record and, further, subject to all re-
strictive covenants and/or land use controls which
Mortgagee, or, Mortgagee's successors and assigns
may place on said Lots #18 and 19, ali being
situated in the City of Canton, County of Fulton
and State of Illinois,
together with all easements, rights and privileges; all rents, __
issues and profits thereof; all buildings and other improvements
now or hereafter placed thereon, expressly including all heating,
air conditioning, refrigerating, lighting, plumbing, water soften-
ing, water heating, gas and electric equipment; all burners,
stokers, boilers, tanks, ranges, refrigerators, awnings, screeens,
blinds, shades, and attached floor coverings; and all units or
attachments of every kind attached to, built in or especially
designed for use upon said premises, all of which for the purpose
of this mortgage shall be considered part of the real estate,
hereby releasing and waiving all rights under and by virtue of
the Homestead Exemption Laws of the State of Illinois and all
right to retain possession of said premises after any default in
the payment of the indebtedness hereinafter referred to or breach
of any of the covenants or agreements herein contained.
TO SECURE (1) the payment of a certain indebtedness in the
principal amount of Fifty Thousand Dollars ($50,000.00) ,
together with interest thereon, as stipulated in the note herein-
after referred to, said principal and interest being payable in
semi-annual payments of each commencing on the day
of , 19 and continuing every six months thereafter
until principal is paid in full. Additionally, interest shall be
paid on the unpaid principal balance at the rate of 9.0 $ per annu)n
from the date hereof up to and including December 31 , 1988 and
at the rate of 13.0$ per annum for the remaining term of the loan,
all as more specifically set forth in one certain note made by the
mortgagor to the order of the mortgagee, bearing even date here-
with; and (2) any advances made by the mortgagee to the mortgagor,
or its successor in title, for any purpose, at any time before the
release and cancellation of this mortgage, but at no time shall this
mortgage secure advances on account of said original note and such
additional advances in a sum in excess of Fifty Thousand Dollars
($ 50,000.00 ), provided that nothing herein contained shall be con-
sidered as limiting the amounts that shall be secured hereby when
HHS/OCS: 10/1/84
advanced to protect the security or in accordance with covenants con-
tained in the mortgage; and, (3) the performance of the covenants and
agreements herein contained.
A. THE MORTGAGORS COVENANT:
(1) To pay said indebtedness and the interest thereon as herein and
in said note provided; (2) To pay immediately when due and pa}sable all
general taxes, special assessments and other taxes levied or assessed
upon said property, or any part thereof, unless the advancements included
in the monthly installments paid the mortgagee shall have provided it
with sufficient funds for all such payments, and to promptly deliver
receipts therefor to the mortgagee upon demand; (3) To keep the improve-
ments now and hereafter upon said premises insured against damage by fire,
windstorm, and such other hazards as the mortgagee may require to be in-
sured against, until said indebtedness is fully paid, or in case of fore-
closure until expiration of the period of redemption, for the full insur~
able value thereof, in such companies and in such form as shall be satis-
factory to the mortgagee; such insurance policies shall remain with the
mortgagee during said period or periods and shall contain the usual
clause making them payable to the mortgagee, and, in case of foreclosure
sale, payable to the owner of the certificate of sale, and in case of
loss, the mortgagee is authorized to adjust, collect, and compromise, in
its discretion, all claims under such policies, and to apply the procee~s
of any insurance claim upon the indebtedness hereby secured in its dis-
cretion, and the mortgagors agree to assign upon demand all receipts,
vouchers, and releases required of them by the insurance companies; (4)
To pay immediately when due and payable all premiums of said indebtedness
herein referred to, unless the said advancements paid the mortgagee shall
have provided it with sufficient funds for such payments; (5) Not to
commit or suffer any waste of said property, and to maintain the same in
good condition and repair; (6) To promptly pay all bills for such repairs
and all other expenses incident to the ownership of said property in order
that no lien of mechanics or materialmen shall attach to said property;
(7) Not to suffer or permit any unlawful use of or any nuisance to exist
upon said property; (8) Not to diminish or impair the value of said pro-
perty or the security intended to be effected by virtue of this mortgage
by any act of omission to act; (9) To appear in and defend any proceed-
ing which in the opinion of the mortgagee affects its security hereunder,
and to pay all costs, expenses, and attorneys' fees incurred or paid by
the mortgagee in any proceeding in which it may be made a party defendant
by reason of this mortgage; (10) Not to suffer or permit without the
written permission or consent of the mortgagee being first had and obtain-
ed (a) any use of said property for. a purpose other than that for which
the same is now used; (b) any alterations, additions to, demolition or
removal of any of the improvements, apparatus, fixtures or equipment now
or hereafter upon said property; (c) a purchase upon conditional sale,
lease or agreement under which title is reserved in the vendor, or any
apparatus, fixtures or equipment to be placed in or upon any building or
improvement upon said property; (d) a sale, assignment or transfer, of
any right, title or interest in and to said property, or any portion
thereof, or any of the improvements, apparatus, fixtures or equipment
which may be found in or upon said property.
B. THE MORTGAGORS FURTHER COVENENT:
(1) That in case of their failure to perform any of their covenants
herein, the mortgagee may do on their behalf everything so covenanted;
that said mortgagee may also do any act it may deem necessary to protect
the lien of this mortgage, and that they will immediately repay any
moneys, together with interest thereon as provided in said note, shall
become so much additional indebtedness secured by this mortgage and may
be included in any decree foreclosing this mortgage and be paid out of
rents or proceeds of the sale of said premises, if not otherwise paid
by them; that it shall not be obligatory upon the mortgagee to inquire
into the validity of any lien, encumbrance or claim in advancing moneys
in that behalf as above authorized, but nothing herein contained shall be
construed as requiring the mortgagee to advance any moneys for any pur-
pose nor to do any act hereunder; that the mortgagee shall not incur
personal liability because of anything it may do or omit to do hereunder.
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(2) That additional advances secured by this mortgage may be made
to the mortgagors or their successors in title upon request of the
party then holding title and at the option of the mortgagee, and it is
agreed that in the event of such advances the amount thereof may be
added to the mortgage debt and shall increase the unpaid balance of the
note hereby secured by the amount of such advance and shall be a part of
said mortgage indebtedness under all the terms of said note and this
mortgage as fully as if a new note and mortgage were executed and deliver-
ed. An additional advance agreement may be given and used for such ad-
vance and provision may be made for different monthly payments, interest
rate and other express modifications of the mortgage contract, but in all
other respects the same shall remain in full force and effect as to said
indebtedness, including all advances; that it is the intent hereof to
secure payment of said note whether the entire amount shall have been
advanced to the mortgagors at the date hereof or at a later date, or
having been advanced, shall have been repaid in part and further advances
made at a later date and to secure any other amount or amounts that may
be added to the mortgage indebtedness under the terms hereof.
(3) That in the event the ownership of said property, or any part
thereof, becomes vested in a person other than the mortgagors, the mort-
gagee may without notice to the mortgagors, deal with such successor or
successors in interest with reference to this mortgage and the debt here-
by secured in the same manner as with the mortgagors, and may forebear to
sue or may extend time for payment of the debt secured hereby without
discharging or in any way affecting the liability of the mortgagors here-
under or upon the debt hereby secured.
(4) That time is the essence hereof and if default,be made in per-
formance of any covenant herein contained or in making any payment under
said note, or any extension or renewal thereof for a period of sixty (60)
days, or if proceedings be instituted to enforce any other lien or charge
upon any of said property; or upon the filing of a proceeding in bankrupt-
cy by or against the mortgagors, or if the mortgagors shall make an ass-
ignment for the benefit of thier creditors, or if their property be placed
under control or in custody of any court, or if the mortgagors abandon
any said property, then and in any of said events, the mortgagee is
hereby authorized and empowered, at its option, and without affecting the
lien hereby created or the priority of said lien or any right of the
mortgagee hereunder, to declare, without notice, all sums secured hereby
immediately due and payable, whether or not such default be remedied by
the mortgagors, and said mortgagee may immediately proceed to foreclose
this mortgage.
(5) That upon the commencement of any foreclosure proceeding here-
under, the court in which such complaint is filed may, at any time either
before or after sale, and without notice to the mortgagors or any party
claiming under them and without regard to the then value of said premises,
or the solvency of, the mortgagors, or whether the same shall then be
occupied by the owner of the equity of redemption as a homestead, appoint
a receiver, who may be the mortgagee or its agent, with power to manage
and rent and to collect the rents, issues, and profits or said premises
during the pendency of such foreclosure suit and the statutory period of
redemption, and such rents, issues, and profits, when collected, may be
applied, before as well as after the master's sale, towards the payment
of the indebtedness, costs, taxes, insurance or other items necessary
for the protection and preservation of the property, including the expens-
es of such receivership, or on any deficiency decree whether there be a
decree therefor in personam or not; and upon foreclosure and sale of
said premises there shall be first paid out of the proceeds of such sale
a reasonable sum for attorneys' fees, and also all expenses of advertising
selling, and conveying said premises, and all moneys advanced for insur-
ance, taxes or other liens or assessments, outlays for documentary evi-
dence, stenographers' charges, all court costs, master's fees, and the
cost, either actual or estimated, of procuring or completing an abstract
of title or guarantee policy showing the whole title to said premises,
and inlcuding the foreclosure decree and the Master's Certificate of Sale,
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and there shall then be paid the principal indebtedness whether due and
payable by the terms hereof or not, and the interest due thereon up to
the time of such sale and the overplus, if any, shall be paid unto the
mortgagors, and it shall not be the duty of the purchaser to see to the
application of the purchase money and in case of payments of said indebt-
edness, after the filing of any complaint to foreclose this mortgage,
and prior to the entry of a decree of sale, a reasonable sum for legal
services rendered to the time of such payment shall be allowed as
attorneys' fees, which, together with any sum paid for continuation of
abstract, court costs, and stenographers' charges and +expenses of such
proceeding, shall be additional indebtedness thereby secured. In the
event of foreclosure and any sale thereunder, any abstract of the mort-
gaged premises deposited with the Association shall become the property _
of the Association.
(6) That each right, power, and remedy herein conferred upon the
mortgagee is cumulative of every other right or remedy of the mortgagee,
whether herein or by law conferred, and may be enforced concurrently
therewith; that no waiver by the mortgagee to require or enforce perfor-
mance of the same or any other of said covents; that wherever the context
hereof requires, the plural number, as used herein, shall include the
singular.
In order to further secure the aforesaid indebtedness evidenced by _
said note, the morgagors hereby tranfer, set over, and assign unto the
said City of Canton,.an.Illineis munici?gal corporation, the
possession of and all the rents, issues, and profits noW due or which
may hereafter become due under and by virtue or any lease, whether wr}t-
ten or oral, or any letting of or any agreement for the use or occupancy
of the hereinbefore described premises, or any part thereof, whether here-~
tofore or hereafter made: or agreed to either by the mortgagors or by
the mortgagee, under the power herein granted, it being the intention to
hereby effect an absolute transfer and assignment of all such leases and
agreements and the avails thereunder.
And the said mortgagors .hereby irrevocably appoint the said
City of Canton, an Illinois municipal corporation their attorney in
fact, with full power of substitution, for the management of the said
hereinbefore described premises and it may let and relet said premises,
or any party thereof, according to its own discretion and collect and
receive all the rents, issues, and profits derived therefrom, and it may
bring or defend in its own name or in the name of the mortgagors any
suits in connection with said premises and make such repairs to said
premises as it considers expedient, all its acts and doings in connection
therewith as their said attorney being hereby expressly ratified by the
said mortgagors.
This assignment and power of attorney shall be construed as a coven-
ant running with the land, it shall become operative only in the event of
default in the payment of the aforesaid monthly installments, or in the
event of the breach of any of the mortgagors' covenants in the+foregoing
mortgage contained, and it shall continue in full force and effect until
the aforesaid note shall be fully paid, at which time it shall terminate.
All rents, issues, and profits collected hereunder shall, at the option
of the mortgagee, be applied either in payment of taxes, special assess-
ments, insurance premiums, and operating expenses, or in payment of the
aforesaid note.
In the event of the exercise of this agreement and power of attorney,
the said mortgagors agree to pay such reasonable rent as the mortgagee
may demand for such portion of said premises as they may occupy and a
failure on their part to promptly pay such rent shall constitute a forci-
ble entry and detainer.
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It is expressly understood and agreed by and between the mortgagors
and the mortgagee that all rights and obligations under this mortgage,
assignment, and power of attorney shall extend to and be binding on the
respective heirs, executors, administrators, successors, and assigns of
the morgagors and the mortgagees.
IN WITNESS WHEREOF, we have hereunto set our hands and seals this
_ day of , 19
BY:
Its President.
BY: ,
ATI'EST• Its Vice-President.
Corporate Secretary. ~
STATE OF ILLINOIS ) ss. '
COUNTY OF FULTON ) '~
I, the undersigned, a Notary Public in and for said County, .in the
State aforesaid, DO CERTIFY that
President; ,Vice-President;
and ~ Corporate Secretary, personally known to me
to be the same persons whose names are subscribed to the foregoing
instrument, appeared before me this day in person, and acknowledged
that they signed, sealed, and delivered the said instrument as their
free and voluntary act, for the uses and purposes therein set forth,
including the release and waiver of the right of homestead.
GIVEN under my hand and notarial seal, this day of ,
19 .
Notary Public.
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(EXHIBIT 3)
PLEDGE AGREEMENT
THIS PLEDGE AGREEMENT, dated this day of
19 between Bruce W. Buehrig ("Pledgor") and the City
of Canton, an Illinois municipal corporation ("Lender"):
W I T N E S S E T H
WHEREAS, B & K Specialty Casting Company ("Borrower"),
has entered into one or more Loan Agreement(s) with Lender, bearing
even date herewith; and,
WHEREAS, the execution and delivery of this Pledge Agreement is
required by the said Loan Agreement(s).
NOW, THEREFORE, Pledgor and Lender agree as follows:
1. Pledge of Stock. For valuable consideration received to the
full satisfaction of Pledgor, Pledgor hereby pledges, assigns and sets
over to Lender, all of Pledgor's stock
(the "Stock") to partially secure the payment of all principal and
interest heretofore or hereafter owing or outstanding under the
Loan Agreement(s).
2. Distribution on Stock; Voting Rights. So long as Pledgor
neither does nor suffers any act to be done inconsistent with the-
Loan Agreement(s) and so long as no "event of default" as defined
in the Loan Agreement(s) shall have occurred and be continuing,
Pledgor shall (a) have the right to receive all dividends on the
Stock, (b) have the right to vote and give proxies and consents with
respect to the Stock and consent to or ratify action taken at, or
waive any notice of, any meeting of shareholders with the same force
and effect as if such shares were not pledged hereunder and Lender
shall give any necessary waivers of notice, consents, and powers of
attorney or proxies necessary to enable Pledgor to exercise any of
the foregoing rights, and (c) be entitled to exercise a1y subscription
privileges accruing to Pledgor as the owner of the Stock.
3. Representations and Warranties. Pledgor represents and
warrants to Lender that (a) the Stock is free and clear of any
other lien, encumberance, equity, or claim of a third party,
(b) Pledgor has full power and authority to pledge the Stock, and
(c) each share of Stock pledged hereunder is a validly issued,
fully paid, and non-assessable share.
HHS/OCS: 10/1/84
E
• r
4. Discharge of Pledge. This Pledge Agreement and the security
interest of Lender in the Stock created hereby shall cease and termi-
nate at such time that all principal and interest owing by Borrower
to Lender under the Loan Agreement(s) has been paid in full. Upon
such termination, all rights and interests assigned and pledged
hereby shall revert to Pledgor, his heirs and assigns, and the
right, title and interest of Lender therein shall cease and the
Stock shall forthwith be transferred and delivered to Pledgor.
5. Sale of Stock Permitted. If Borrower first substitutes
collateral that is satisfactory to Lender, Lender hereby agrees to
consent to (a) the sale by Pledgor of the Stock, ,or, (b) the
B & K Specialty Casting
redemption of the Stock by [',pmr~anv provided
that, after any such sale or redemption, the hahance of the Stock of
B & K Specialty Casting Company then outstanding is pledged
to Lender. Lender shall retain a full security interest in all
Stock sold pursuant to this Paragraph 5, excluding redemptions.
6. Default Remedies. If an "event of default" as defined
in the Loan Agreement(s) shall occur and be continuing, Lender
shall have the right (a) to vote the Stock and to give all consents,
waivers, and ratifications in respect thereof, and (b) to exercise --
any other right available to Lender under Illinois law.
7. Pledge of Stock. All outstanding Stock owned or sold by
Pledgor shall remain pledged in conformity with the Loan Agreement(s)
first above mentioned and this Pledge Agreement.
8. Binding Agreement. This Pledge Agreement shall be binding
upon the parties hereto and upon each of their respective heirs,
executors, administrators, personal representatives, successors,
and assigns.
IN WITNESS WHEREOF, Pledgor and Lender have executed duplicate
originals of this Pledge Agreement as of the date first above written.
PLEDGOR:
CITY OF CANTON, an Illinois
municipal corporation,
(Bruce W. Buehrig
BY: ,
Its Mayor.
ATTEST:
City Clerk.
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