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HomeMy WebLinkAboutResolution #1134 ~ .! RESOLUTION NO. 11~1L 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 $50x000.00..--------. 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 Ca~any , 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 24~ day of Jan ,Lry 19 86 , upon a roll call vote as follows: AYES: Aldermen Kovachevich, Zilly, Steck, Sar.f.f, Glorkman, Bohler, May, Chapman. NAYS: None. . , ABSENT: None. APPROVED: ,~ 1~onald L. Edwards, Mayor ATTEST: ~, ~ ~ `4 Na Whi s, City Clete ' 1 BLD~~ & GROUi~iDS ) j ~ U LOAN AGREEMENT (HHS/OCS) This agreement dated January 24 , 1986 is between the City of Canton, (hereinafter called "Lender"), a Missouri corporation ~ In consideration of the mutual herein, Lender and Borrower ag an Illinois Municipal Corporation and B & K Specialty Casting Coctwany, (hereinafter called "Borrower"). covenants and agreements contained ree as follows: 1. ~ Loan Terms: Lender agrees to loan the principal sum of Fifty Thousand Dollars ($50,000.00) (hereinafter referred to as "Loan"), to be disbursed as hereinafter provided, bearing interest at the rate of 9.0 percent per annum from the date funds are advanced hereunder up to and including gecember 31, 1988, and at the rate of 13.0 percent per annum thereafter for the remaining term of this loan as more specifically set forth in para- graph 2 below. The term of the loan is for 10 years from the date hereof. This loan is evidenced by a promissory note of even date herewith (Exhibit 1) made payable to the City of Canton, an Illinois Municipal Corporation. Borrower agrees to use the loan and its proceeds solely for activities as set forth in Borrower's approved Rural Development Loan Fund (hereinafter called "RDLF") application (including any supplements or modifications thereto), approved Business Plan (including any supplements or modifications thereto), 'each submitted to the Lender, the terms and conditions Qf this Loan Agreement and the Rules and Regulations governing the RDLF (45 CFR 1076.50) in effect on the date hereof, and all applicable Federal HHS /OCS : 10/1/84 (BLDG & GROUNDS ) and State of Illinois Laws, rules and regulations. 2. Repayment: Repayment of this loan shall be made as follows: 2.1 Principal shall be paid in T~nty (20) equal semi-annual installments of ($ 2.500.00 ) 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%p~ 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. -2- 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- tion 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 -3- (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),~ta 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 -4- 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 regulati~nns 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 -5- (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) r: first securit~:~ interest in and to Lot 18 of the Enterprise I:zdustrial District together with all im- provements thereto; and, (B) Such secondary securit~~ interests in machinery and equipment as may be necessar~~ to fully secure the principal amount of this loan in conformity with Cit;~ of Canton ana/or HHS/OCS collateral requirements; and, (C) F,s reasonabl,~ available, a pledge of all outstanding corporate stock owned or controlled b~- Bruce t9. Buehrig; aMd, (D) The' personal cruaranty of Bruce ~~. Buehrig. -6- -~- 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 Leader 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. -8- 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 TTP~: R. J. Ketchu::~ Box 231 Lewistown, IL. 61542 or, such other address as Borrower :nay 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. ~ -9- 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 -10- 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 pat- . Tonal 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) Proceeas of this loan shall be used by Borrower _ only to purchase Lot #18 of the Enterprise Industrial District and to erect thereon certain im-~rove:nents, 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 elan must first be approved b1~ 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. -11- IN WITNESS WHEREOF, Lender and Borrower have executed duplicate originals of this loan agreement as of the date first above-mentioned. ~ -- BORROWER: B & K Specialt1~ Casting Co-tpany, a i•Zissouri corporation, LENDER: City of iCanton, an Illinois municipal corporation, BY: Its President. BY: Its Mayor. Date: January 24, 1986 Date: Januarl.~ 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 A2'TEST Corporate Secretary. ATTEST: City Clerk. ~ -12- (EXHIBIT 1) NOTE B & K Specialty Cason promises to pay to the municipal corporation, together with interest the date hereof to and the rate of 13.0 $ per , 19 PAYMENT SCHEDULE: q Company order of the CITY OF CANTON, an Illinois the sum of Fifty Thousand Dollars (550,000.00) thereon at the rate of 9,p $ per annum from including December 31 , 19~_, and at annum thereafter to and including (a) PRINCIPAL: Principal shall be paid in Twenty ( 20) equal semi-annual installments of $ ~,SOn_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 balance at the rate of ~,0~ per annum June 1st , 19 g~, and then on ~ of each year until and including Deoen period, interest shall be paid on the semi-annual installments at the rate interest and principal is fully paid. paid on the unpaid principal with the first payment due on ~mhar ~ St and .T, ~nr~ ~ Gt fiber 31st 19_gg__. After such unpaid principal balance in said of 13.0 $ per annum until said 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 Con~a~y _, 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 Ccn~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 Corporate Secretary. (Corporate Seal) Its Vice-President HHS/OCS: 10/1/84 r GUAP.ANTEE 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 ' . ~ , 19 . . (Bruce Ld. Buehrig) ~. -2- (EXHIBIT 2) REAL ESTATE MORTGAGE THIS INDENTURE WITNESSETH: That the undersigned, B & K Specialty Casting Company, a t:issouri 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: Lot Eighteen (18) of the Enterprise Industrial District pursuant to the Subdivision Plat thereof filed in the Fulton Count~~ (Illinois) Recorder's Office on October 26, 19fi4, as Instru:.~ert :1u_-nber 84-8960, subject to all easements of record and, further, subject to all restrictive covenants and/ or land use controls which bortgagee, or, i:ortgagee's successors and assigns ~na1~ place on said ?mot X18, all being situated in the Cit-.T of Canton, County of Fulton and State of Illinois, f together with all easements, rights and privileges; al'1 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 Fift~.~ 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 annufi 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 ~'ifty.~ 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 payable 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. -2- (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 3n 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 place 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 advertisinc 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 -3- 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 municipal 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. Zn 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. -4- 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 • ATTEST: Corporate Secretary. STATE OF ILLINOIS ) ss. COUNTY OF FULTON ) BY: , Its President. BY: , Its Vice-President. 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. -5- (EXHIBIT 3) PLEDGE AGREEMENT THIS PLEDGE AGREEMENT, dated this day of , 19 between Bruce ti~3. 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 any 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 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 Co:~~an~,~` provided that, after any such sale or redemption, the ba'l~ance of the Stock of B & K SAecialt~~ Casting Com~anv 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 [~a. Buehrig) ~ BY: , Its Mayor. ATTEST: ' City Clerk. ~ - 2-