EXHIBIT 4.29
DEED OF TRUST 8/15/02
THIS DEED OF TRUST ("Deed of Trust") made effective as of the 15th day
of August, 2002, by and among Weirton Steel Corporation, a Delaware corporation
having its principal office at 000 Xxxxx Xxxxxxx Xxxxx, Xxxxxxx, Xxxx Xxxxxxxx
00000 (the "Grantor")
AND
XXXXXX X. XXXXXXXX, whose residence address is 000 Xxxxxxxx Xxxxx, Xxxxxxx, Xxxx
Xxxxxxxx, 00000, ("Trustee")
AND
STEEL WORKS COMMUNITY FEDERAL CREDIT UNION, organized and existing under the
laws of the United States of America, having its principal place of business at
0000 Xxxx Xxxxxx, Xxxxxxx, Xxxx Xxxxxxxx 00000. (hereinafter referred to as
"Lender")
WITNESSETH
WHEREAS, pursuant to that certain Loan Agreement dated of even date
herewith between Grantor and Lender (the "Loan Agreement"), Grantor has executed
and delivered to the Lender its Promissory Note (the "Note") of even date
herewith, wherein Grantor promises to pay to Lender the principal sum of Three
Million One Hundred Thousand Dollars ($3,100,000.00) advanced or to be advanced
(the "Loan"), in lawful money of the United States of America, advanced by
Lender to Grantor with interest thereon at a rate and at times, in the manner
and according to the terms and conditions specified in the Note; all of which
are incorporated herein by reference; and
WHEREAS, Lender may make additional advances and disbursements pursuant
to the terms of the Loan Documents as hereafter defined, all of which advances
and disbursements are hereby acknowledged by Grantor as being payments by Lender
for fire and extended coverage insurance, taxes, assessments or other necessary
expenditures for the preservation and security of this Deed of Trust; and
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WHEREAS, all capitalized terms used but not otherwise defined in this
Deed of Trust shall have the meanings ascribed to such terms in the Loan
Agreement.
NOW, THEREFORE, in consideration of the foregoing Preambles which are
hereby incorporated herein, and in consideration of the indebtedness evidenced
by the Note, and to secure the payment to Lender of the principal and interest,
and all other sums provided for in the Note, the Loan Agreement, this Deed of
Trust and the other Loan Documents, all according to their respective terms and
conditions, and to secure the performance and observance by Grantor of all
covenants and conditions contained in the Note, the Loan Agreement, this Deed of
Trust, and the other Loan Documents, and also to secure: (i) all future advances
and re-advances that may subsequently be made to Grantor by Lender, evidenced by
the aforesaid Note, or any replacement or renewal thereof; and (ii) the
Obligations and all other indebtedness or other obligations of Grantor to Lender
now or hereafter existing, whether direct or indirect (all of the foregoing are
collectively referred to as the "Grantor's Obligations"), Grantor has granted,
conveyed, bargained, sold, aliened, enfeoffed, released, confirmed and warranted
unto Trustee and by these presents does hereby grant, convey, bargain, sell,
alien, enfeoff, release, confirm and warrant unto Trustee and his successors and
assigns, IN TRUST, WITH POWER OF SALE, all that certain real estate described on
Exhibit A attached hereto and made a part hereof and the improvements (the
"Improvements") erected thereon,:
(i) and all buildings, streets, alleys, passages, ways, rights,
liberties, privileges, improvements, hereditaments and appurtenances thereto or
in any way appertaining thereto, and all easements, rights-of-way, licenses and
covenants now existing or hereafter created for the benefit of Grantor or any
subsequent owner whatsoever, at law or in equity, of Grantor in and to the
Mortgaged Premises or any part thereof
(ii) fixtures and appurtenances of whatsoever kind and nature now or
at any time hereafter in or on the Mortgaged Premises and in any Improvements
erected or situate thereon, it being mutually agreed that all the aforesaid
property owned or leased by the
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Grantor including but not limited to the fixtures placed by them on the
Mortgaged Premises shall, so far as permitted by law, be deemed to be fixtures
and a part of the realty and security for the said indebtedness and covered by
this Mortgage, and
All of the above mentioned real estate, buildings, improvements,
fixtures, tenements, hereditaments and appurtenances, and other property
interests are referred to herein as the "Mortgaged Premises"
TO HAVE AND TO HOLD the Mortgaged Premises hereby granted or mentioned
or intended so to be, unto, its successors and assigns, to its own use forever.
PROVIDED ALWAYS, that if Grantor shall promptly pay or perform all
Grantor's Obligations, then, without any further action by Grantor, Lender or
Trustee, the estate hereby granted shall cease, terminate and become void.
Lender agrees that upon full payment or performance of Grantor's Obligations,
Lender shall execute and issue to Grantor an appropriate release or satisfaction
of this Deed of Trust in a form appropriate for recording.
AND Grantor HEREBY FURTHER COVENANTS AND AGREES AS FOLLOWS:
1. Warranty of Title. Grantor warrants that it currently possesses
an unencumbered fee simple title to the Mortgaged Premises, subject only to
those items listed on Schedule B, Section 2 to the title insurance policy
delivered to Lender ("Permitted Encumbrances"). Grantor further warrants that
this Deed of Trust creates a valid and enforceable first lien on the Mortgaged
Premises, subject only to Permitted Encumbrances. Until full payment and
performance of Grantor's Obligations, Grantor shall preserve such title and the
validity and priority of the lien hereof and shall forever warrant and defend
the same to Lender, its successors and assigns, against the claims of any
persons and parties whomsoever, in each case subject only to Permitted Liens (as
defined in Section 9 below).
2. Payment of Note. Grantor shall pay to Lender or any subsequent
holder of the Note the principal and interest accrued on the entire outstanding
principal
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indebtedness due under the Note, including all sums now or hereafter due under
the terms hereof and of the Note, together with all interest thereon and all
other sums owing under the Note, punctually as and when the same shall become
due by the terms thereof and hereof.
3. Payment of Real Estate Taxes and/or Escrow for Payment of Taxes
and Payment of Other Charges.
Grantor will cause to be paid, when due, all real estate taxes and all
charges for utilities on the Mortgaged Premises, whether public or private all
assessments, water and sewer rents and charges and all other license or permit
fees, levies, and governmental charges, general or special, ordinary or
extraordinary, foreseen or unforeseen of any kind and nature whatsoever, which
are or may have been, or any hereafter be, charged assessed, levied, confirmed
or imposed upon or against the Mortgaged Premises, or any part thereof by any
lawful authority, or which may become a lien thereon.
Notwithstanding the foregoing, Grantor may in good faith contest, by
proper legal proceedings, the validity or amount of any such tax, fee, levy,
assessment or similar charge, provided (a) an uncured Event of Default (as
defined in Section 17 hereof) does not exist; (b) Grantor provides Lender
security satisfactory to Lender assuring the payment of such contested tax or
charge and any additional charge, penalty or expense which may arise from or be
incurred as a result of such contest; (c) such contest operates to suspend
collection and is maintained and prosecuted with diligence; and (d) upon final
resolution of such contest, including all appeals, Grantor shall pay such
contested tax or charge and all costs and penalties, if any, and shall deliver
to Lender proof of such payment.
Subject to said right of Grantor to contest such tax or charge and the
expiration of any notice and grace period as provided in Section 17 without a
cure, nothing herein shall affect any right or remedy of Lender under this Deed
of Trust or otherwise to pay any tax or charge and to add the amount so paid to
the outstanding principal balance of the Note.
If (i) Grantor fails to pay any such tax when due, (ii) if Grantor
suffers and Event of Default, or (iii) Borrower experiences a Material Adverse
Effect then upon 10 days prior
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written request of Lender, Grantor agrees to the establishment of an escrow
reserve account with the Lender for the payment of all real estate taxes of any
kind and nature whatsoever, which are or may have been, or may hereafter be,
charges, assessed, levied, confirmed or imposed upon or against the Mortgaged
Premises, or any party thereof, by any lawful authority, or which may become a
lien thereon and further agrees that the quarterly installments due under the
Note secured by this Deed of Trust shall also include escrow payments equal to
one-fourth (1/4th) of the annual premiums for such real estate taxes in order to
permit payment of these obligations on or before their respective due dates.
Grantor agrees to furnish to Lender real estate tax receipts for the
Mortgaged Premises which may attain priority over this Deed of Trust as a lien
on the Mortgages Premises.
4. Insurance. Grantor agrees to keep the Mortgaged Premises insured
at all times throughout the term of this Deed of Trust (including any period or
periods of time during which any Improvements are in the course of remodeling or
construction) and to furnish to Lender the following:
(a) Subject to a $ 100,000.00 deductible amount, policies of
insurance against loss or damage by fire, lightning, windstorm, hail, explosion,
vandalism, malicious mischief and damage from aircraft and vehicles, and smoke
damage from such other hazards as are presently included in standard "Extended
Coverage" endorsements in Brooke County, West Virginia. The amount of such
insurance shall equal the greater of 80% of the full replacement cost of the
buildings, structures, improvements and fixtures without deduction for
depreciation, or the original principal amount of this Deed of Trust. Such
policies shall contain a replacement value endorsement and may provide for
co-insurance only as Lender may approve.
(b) During the course of any construction of the Improvements,
Builder's completed value risk insurance against "all risks of physical loss",
in non-reporting form, covering the total value of work performed and equipment,
supplies and materials furnished
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with respect to the Improvements. If required by Lender, any policy of such
insurance shall contain a "permission to occupy upon completion of work or
occupancy" endorsement.
(c) Flood hazard insurance in the maximum amount permitted by law or
evidence that the Mortgaged Premises are not located in a flood hazard area.
(d) Comprehensive public liability insurance against claims for
bodily injury or death and property damage occurring upon, in or about the
Mortgaged Premises to afford protection to the limit of not less than Three
Million Dollars ($3,000,000.00) per occurrence and Three Million Dollars in the
aggregate and such other insurances and coverages as are required under any
lease affecting the Mortgaged Premises.
(e) Worker's compensation insurance in amounts and coverages as
required by law, and public liability insurance for all contractors or employees
employed on or with respect to any of the Mortgaged Premises in an amount and
coverages as required by law, provided that Grantor is permitted to satisfy the
requirements of this Section 4(e) with self-insurance as permitted in accordance
with applicable West Virginia law.
(f) Such other insurance including Fire and Extended coverage
insurance on the Mortgaged Premises to the full replacement value thereof with
proceeds payable in accordance with this Deed of Trust, to include replacements
or substitutions therefore, or additions thereto, and in such amounts as may
from time to time be reasonably required by Lender against other insurable
hazards or casualties which at the time are commonly insured against in the case
of premises similarly situated.
All insurance shall be subject to the approval of Lender as to insurance
companies, amounts, contents and form of policies and expiration dates, shall be
placed with companies having a Best's Financial Rating of "A-" or better and a
size class rating of XIV (14) or larger, and which are fully licensed in this
jurisdiction. All insurance policies shall contain a New York Standard or other
Standard Mortgage clause in favor of and satisfactory, to the Lender. Such
policies shall provide for the payment of all costs and expenses incurred by
Lender in the event of any contested claim and shall not be cancelled or
otherwise
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terminated without at least fifteen (15) days' prior written notice to Lender.
Grantor will deliver the originals of all such policies (or certificates
evidencing insurance if the policies are master policies) to Lender, and, within
twenty (20) days of receiving a renewal or replacement policy for each such
policy, will deliver to Lender a renewal policy or policies (or certificates
evidencing insurance if the policies are master policies) marked "premium paid"
or accompanied by other evidence of payment satisfactory to Lender. Grantor will
not permit any condition to exist on the Mortgaged Premises, which would wholly
or partially invalidate the insurance thereon.
All proceeds of insurance from loss or damage or from condemnation and
similar takings referred to in Section 5 shall be deposited in an interest
bearing cash account established with the Lender that is pledged to Lender as
security for the Grantor's Obligations in a manner acceptable to Lender (a
"Pledged Account") for a period of up to 30 days pending resolution of its
application. If Grantor shall determine that it desires to repair, rebuild or
replace the Mortgaged Premises and the proceeds (together with the earnings on
such account and any other funds committed by Grantor for the purpose) are
sufficient in the reasonable judgment of Lender to permit Grantor to do so, such
proceeds and earnings shall remain in the Pledged Account and shall be released
to Grantor as required in order to permit the repair, rebuilding or replacement
of such property; provided, that if (i) an Event of Default is then in existence
or occurs during the period that such amounts are being held in the Pledged
Account or (ii) such proceeds and earnings are not used for the purpose of
repairing, rebuilding or replacing of such property prior to the expiration of
the Restoration Period, Lender shall have the right to (a) suspend Grantor's
right to access such proceeds and earnings in the Pledged Account and (b) apply
such amounts to the outstanding
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principal balance of the Note. If Grantor shall determine not to repair, rebuild
or replace the Mortgaged Premises or Lender reasonably determines that such
proceeds (together with earnings on such account and any other funds committed
by Grantor for the purpose) are not sufficient to repair, rebuild or replace the
Mortgaged Premises, such amounts in the Pledged Account shall be applied to the
outstanding principal balance of the Note. For purposes hereof, the term
"Restoration Period" means the period beginning on the date that the proceeds of
insurance or condemnation, as applicable, are paid into the Pledged Account and
ending on the date, determined by Lender or its construction consultant, which
would allow Grantor a sufficient amount of time to complete such repair,
reconstruction or replacement if pursued diligently and continuously. Funds in
the Pledged Account shall be disbursed upon satisfaction of such reasonable
conditions as Lender may impose, including, without limitation, submission of
invoices or paid receipts, lien waivers and evidence that funds adequate for
completion of such repairs, reconstruction or replacement are available.
Anything in this Section 4 to the contrary notwithstanding, all proceeds of
condemnation and similar awards within the scope of Section 5 that arise from
the value of Land included in the Mortgaged Premises being taken without a
related or accompanying taking of Improvements, shall not be held in the Pledged
Account but shall be paid to the Lender and applied to reduce the outstanding
principal balance of the Loan. Grantor, as applicable, shall promptly comply
with and conform to (a) all provisions of each insurance policy and (b) all
requirements of the insurers thereunder, applicable to Grantor and any of the
Mortgaged Premises, or to the use, manner of use, occupancy, possession,
operation, maintenance, alteration or repair of any of the Mortgaged Premises,
even if such compliance necessitates structural changes or improvements or
results in interference with the use or
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enjoyment of any of the Mortgaged Premises in any manner which would permit the
insurer to cancel any insurance policy. If Lender shall acquire title to the
Mortgaged Premises either by virtue of a deed in lieu of foreclosure, trustee
sale, or a judicial sale thereof pursuant to proceedings under the Note or this
Mortgage, then all of Grantor's estate, right, title and interest in and to all
such policies, insofar as they pertain to the mortgaged premises including
unearned premiums thereon, shall vest in Lender.
If Grantor shall fail to procure, pay for and deliver to Lender any
policy or policies of insurance and/or renewals thereof as in this Section 4
required, Lender, at its option, but without obligation to do so, may procure
such insurance and pay the premiums therefore, and Grantor will repay to Lender
on demand any premiums so paid, with interest, and the same shall be secured by
this Deed of Trust.
Grantor shall not take out separate insurance concurrent in form or
contributing in the event of loss with that required to be maintained under this
Section 4, unless Lender is included thereon as a additional insured with loss
payable to Lender under a standard endorsement. Grantor shall immediately notify
Lender whenever any such separate insurance is taken out, specifying the insurer
thereunder and full particulars as to the policies evidencing the same.
Upon request by Lender, however not more than once a year, Grantor shall
furnish to Lender a report on each existing policy of insurance covering the
Mortgaged Premises showing: (a) the name of the insurer; (b) the risks insured;
(c) the amount of the policy; (d) the property insured, the then current
replacement value of such property, and the manner of determining that value;
and (e) the expiration date of the policy. Grantor shall, upon request of Lender
(not to exceed one request every five years), have an independent appraiser
satisfactory to Lender determine the cash value replacement cost of the
Property.
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5. Condemnation. In the event of any condemnation or taking of any
part of the Mortgaged Premises by eminent domain, alteration of the grade of any
street, or other injury to or decrease in the value of the Mortgaged Premises by
any public or quasi-public authority or corporation or by settlement with any
body having the power of eminent domain, all proceeds (that is, the award or
agreed compensation for the damages sustained), shall be applicable first to the
alteration, restoration or rebuilding of any part of the Mortgaged Premises
which may have been altered, damaged or destroyed as a resulting of the taking,
alteration of or other injury to the Mortgaged Premises, provided that Lender's
security in the Mortgaged Premises is not materially and adversely affected, and
also subject to Lender's prior written consent, which consent shall not be
unreasonably withheld, delayed or conditioned, with the balance to be applied to
the indebtedness secured hereby. No settlement for the damages sustained shall
be made by Grantor without Lender's prior written approval, which shall not be
unreasonably withheld, delayed or conditioned.
Notwithstanding the foregoing provisions, if Grantor fails to diligently
attempt to settle, or in the alternative, proceed to secure a final
determination or settlement for compensation, or if an Event of Default is
continuing hereunder, Lender shall have the right to prosecute to final
determination or settlement an appeal or other appropriate proceedings in the
name of Lender or Grantor, for which Lender is hereby appointed irrevocable as
attorney-in-fact for Grantor, which appointment, being for security is
irrevocable. In that event, the expenses of the proceedings, including
reasonable counsel fees, shall be paid first out of the proceeds, and only the
excess, if any, paid to Lender shall be credited against the amounts owing under
Grantor's Obligations.
Nothing herein shall limit the rights otherwise available to Lender, at
law or in equity, including the right to intervene as a party in any
condemnation proceeding.
6. Additions, Alterations, Removals and Repairs. The Grantor shall
not make additions and alterations to the Mortgaged Premises without the prior
written consent of the Lender, which consent shall not be unreasonably withheld,
delayed or conditioned,
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that would materially and adversely affect the value of the Mortgaged Premises
or Lender's security hereunder. All additions or alterations constituting part
of the Mortgaged Premises shall be subject to the lien of this Deed of Trust.
Grantor shall not cause or permit any building, structure or improvement
or other property now or hereafter covered by the lien of this Deed of Trust and
comprising a part of the Mortgaged Premises (other than a de minimis part) to be
removed, or demolished in whole or in part, or any fixture comprising a part of
the Mortgaged Premises (other than a de minimis part) to be removed, severed or
destroyed, without the prior written consent of Lender. Notwithstanding the
foregoing, Grantor may remove any fixture, and it shall thereafter be free of
any security interest or lien created hereby, on condition that simultaneously
with, or prior to such removal, such fixture shall be replaced with other
property to perform the function of the fixture removed and of a value at least
equal to that of the replaced property and free from any title retention or
security agreement or other encumbrance. By such removal and replacement,
Grantor shall be deemed to have subjected such fixtures to the lien of this Deed
of Trust. Grantor will not abandon or cause or permit any waste to the Mortgaged
Premises.
Throughout the term of this Deed of Trust, Grantor, at its sole cost and
expense, will take good care of the Mortgaged Premises and the sidewalks, curbs
and vaults, if any owned by the Grantor adjoining the Mortgaged Premises and
will keep the same in good order and condition, and make all necessary repairs
thereto, interior and exterior, structural and nonstructural, ordinary and
extraordinary, and unforeseen and foreseen. All repairs made by Grantor shall be
equal in quality and class to the original work. The necessity for and adequacy
of repairs to the buildings and improvements pursuant to this Section hereof
shall be measured by the standard which is appropriate for structures of similar
construction and class, provided that Grantor shall in any event make all
repairs necessary to avoid any structural damage or injury to the buildings and
improvements and to keep the buildings and improvements in a proper condition
for their intended uses.
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In case of any default under this Section, Lender may at its option
enter the Mortgaged Premises to protect, restore or repair any part thereof, but
shall be under no obligation to do so. Grantor will repay to Lender on demand
any sums paid by Lender to protect, restore or repair any part of the Mortgaged
Premises, with interest thereon, and, until repaid, such sums and interest shall
be added to the principal sum secured by this Deed of Trust.
Throughout the term of this Deed of Trust, Grantor, at its sole cost and
expense, shall promptly cause the Mortgaged Premises to comply in all material
respects with all present and future laws, ordinances, rules, regulations, and
requirements of all federal, state and municipal governments, courts,
departments, commissions, boards and officers, and national or local Boards of
Fire Underwriters, or any other body exercising functions similar to those of
any of the foregoing, foreseen or unforeseen, ordinary as well as extraordinary,
which may be applicable to the Mortgaged Premises, the maintenance and use
thereof and the sidewalks, curbs and vaults adjoining the Mortgaged Premises,
whether or not such law, ordinance, order, rule, regulation or requirement shall
necessitate structural changes or improvements to the Mortgages Premises.
Grantor will comply with all orders and notices of violation thereof issued by
any governmental authority or shall contest the same in good faith. Grantor will
pay all license fees and similar municipal charges for the use of the Mortgaged
Premises.
7. Lender's Right to Remedy Defaults. In the event of Grantor's
failure to make all payments of insurance and taxes, or to keep the Mortgaged
Premises in the condition and repair required by Section 6 hereof, Lender may,
upon 10 days notice to Grantor, at its option, pay any or all such items,
together with penalties and interest thereon and procure and pay for such
insurance and repairs, and Lender may from time to time advance such additional
sum or sums as in its reasonable discretion may deem necessary to protect the
security of this Deed of Trust. All such sums upon notice from Lender shall be
paid or advanced by Lender shall immediately and without demand be repaid by
Grantor,
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together with interest thereon at the rate specified in the Note and shall be
added to the principal indebtedness secured by this Deed of Trust.
8. Reports. Grantor shall furnish to Lender the reports and other
documents as may be required under Section 6.01 B of the Loan Agreement.
9. No Additional Secured Financing. Except for Permitted Liens,
Grantor shall not create or cause or permit to exist any lien on or security
interest in the Mortgaged Premises, including any fixtures which are intended to
be or become part of the Mortgaged Premises, and shall not incur any
indebtedness secured by the Mortgaged Premises other than the indebtedness
secured hereby and the liens heretofore approved by Lender.
Grantor shall promptly discharge, at Grantor's cost and expense, all
liens, encumbrances and charges (other than Permitted Liens) upon the Mortgaged
Premises, or any part thereof or interest therein; provided, however, that
Grantor shall have the right to contest in good faith the validity of any such
lien, encumbrance or charge, if Grantor shall first deposit with Lender a bond
or other security satisfactory to Lender in such amounts as Lender shall
reasonably require, but not more than one hundred percent (100%) of the amount
of the claim, and provided further that Grantor shall thereafter diligently
proceed to cause such lien, encumbrance or charge to be removed and discharged.
If Grantor shall fail to discharge any such lien, encumbrance or charge, then in
addition to any other right or remedy of Lender, Grantor may, but shall not be
obligated to, discharge the same, either by paying the amount claimed to be due,
or by procuring the discharge of such lien by depositing in court a bond for the
amount claimed or otherwise giving security for such claim, or in such manner as
is or may be prescribed by law.
Grantor shall have no right to permit the holder of any subordinate
mortgage or other subordinate lien, whether or not consented to by the Lender,
to terminate any Lease of all or a portion of the Mortgaged Premises whether or
not such Lease is subordinate (whether by law or the terms of such Lease or a
separate agreement) to the lien of this Deed of Trust without first obtaining
the prior written consent of Lender, such consent not to be
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unreasonably withheld, conditioned or delayed. The holder of any subordinate
mortgage or other subordinate lien shall have no such right, whether by
trustee's sale or foreclosure of its mortgage or lien or otherwise, to terminate
any such lease, whether or not permitted to do so by Grantor or as a matter of
law, and any such attempt to terminate any such lease shall be ineffective and
void.
No additional financing shall be permitted in connection with the
Improvements, which creates a lien or obligation against the Mortgaged Premises
or any portion thereof, or against the Grantor, without the Lender's prior
written consent and approval, except for: (i) Permitted Encumbrances, (ii)
Permitted Liens as defined in the Loan Agreement, and (iii) good-faith pledges
or deposits made in the ordinary course of business to secure performance of
bids, tenders or other contracts not involving the repayment of borrowed money
(all of the foregoing items collectively referred to as "Permitted Liens").
10. Transfer of Title. Except as may otherwise be provided by this Deed of
Trust, any change, transfer, liquidation or diminishment of Grantor's ownership
of the Mortgaged Premises or any part thereof, or any interest or title therein,
legal or equitable, or any change in the ownership interest of the Grantor in
the Mortgaged Premises or any transfer of the benefits of the Loan, direct or
indirect, or any attempted change, transfer, liquidation or diminishment of
ownership or transfer to the benefits of the Loan without Lender's prior written
approval, including such conditions as may impose, shall, at the option of the
Lender, be an Event of Default and the Loan shall, at Lender's option, be deemed
to have matured in accordance with its terms, and the entire outstanding balance
of the Loan shall be immediately due and payable without further notice, and
shall be recoverable by Lender forthwith or at any time thereafter without stay
of execution or other process. In addition, Lender may, at its option, exercise
any other remedy available to it upon an Event of Default under this or any
other Loan Document. Any consent given by Lender under this Section 10 shall
pertain only to the proposed transfer of title for which the consent was
requested
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and shall not obligate Lender to approve any further transfers or relieve any
person or entity of liability to pay any amount secured hereby or by any Loan
Document.
It is expressly understood and agreed that Lender may condition its
consent to a transfer of the benefits of the Loan evidenced by the Note and
secured by this Deed of Trust upon the fulfillment of certain requirements
including, but not limited to, the following:
(i) that the proposed purchaser meet Lender's then-existing credit
and other standards with respect to similar loans,
(ii) that the proposed purchaser specifically assumes the obligations
to be performed under the obligation and this Deed of Trust,
(iii) that reasonable fees be paid to Lender at the time of transfer
of the type typically charged by lenders for similar transfers;
(iv) that the title insurance policy delivered to Lender be updated,
or if such update is not feasible, that a new policy of Lender's title insurance
be obtained,
(v) that new financing statements be filed,
(vi) that the proposed purchaser agrees to restrictions on further
transfers,
(vii) that endorsements to existing policies or new hazard and other
insurance policies be obtained, and
(viii) that the interest rate payable under the Note may be adjusted in
the sole discretion of the Lender.
11. INTENTIONALLY OMITTED.
12. Taxes. In the event of the passage after the date of this Deed
of Trust of any law of the State of West Virginia, or any other governmental
entity, changing in any way the laws now in force for the taxation of mortgages,
or debts secured thereby for state or local purposes, or the manner of the
operation of any such taxes, so as to affect the interest of the Lender, then
and in such event, Grantor shall bear and pay the full amount of such taxes.
13. INTENTIONALLY OMITTED.
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14. Zoning and Environmental Laws. Grantor covenants and warrants
that all applicable zoning laws, ordinances and regulations affecting the
Mortgaged Premises permit the use and occupancy of the Improvements, and Grantor
further covenants and warrants to comply with all environmental and ecological
laws, ordinances and regulations affecting the Mortgaged Premises, except to the
extent that any non-compliance could not reasonably be expected to have a
material adverse effect on the Mortgaged Premises or cause an environmental lien
to be placed upon the Mortgaged Premises.
15. Inspection. Upon twenty-four hours prior notice (either written
notice or oral notice communicated to an appropriate individual representative
of Grantor), Lender and any persons authorized by Lender shall have the right to
enter the Mortgaged Premises at a reasonable hour to inspect and photograph its
condition and state of repair.
16. Advance by Lender. Upon the occurrence of an Event of Default
(or, in the case of an emergency threatening the Mortgaged Premises or Lender's
rights therein, the occurrence of an event which if uncured will constitute an
event of default with the passage of time), Lender may (but is not obligated to)
pay any sum or perform any other obligation necessary for the preservation of
the security of this Deed of Trust for the account of Grantor which Grantor has
failed to pay or perform, and sums spent by Lender shall be added to the
principal sum secured by this Deed of Trust.
17. Extension; Release of Security. The granting of an extension or
extensions of time by Lender with respect to the performance of any provision of
this Deed of Trust or the Note on the part of Grantor to be performed, or the
taking of any additional security, or the waiver by Lender or failure by Lender
to enforce any provision of this Deed of Trust or the Note or to declare a
default with respect thereto, shall not operate as a waiver of any subsequent
default or defaults or affect the right of Lender to exercise all rights or
remedies stipulated herein and therein.
Lender, without notice, and without regard to the consideration, if any,
paid therefore, and notwithstanding the existence at that time of any inferior
liens thereon, may
16
release any part of the security described herein or any entity liable for any
indebtedness secured hereby without in any way affecting the priority of the
lien of this Deed of Trust to the full extent of the Grantor's Obligations
remaining unpaid hereunder upon any part of the security not expressly released
and may agree with any party obligated on the Grantor's Obligations or having
any interest in the security described herein to extend the time for payment of
any part or all of the indebtedness secured hereby. Such agreement shall not, in
any way, release or impair the lien hereof, but shall extend the lien hereof as
against the title of all parties having any interest in said security which
interest is subject to said lien.
In the event Lender (a) releases, as aforesaid, any part of the security
described herein or (b) grants an extension of time on any payments of the
indebtedness secured hereby, or (c) takes other or additional security for the
payment thereof, or (d) waives or fails to exercise any right granted herein or
in the Note, said act or omission shall not release Grantor, subsequent
purchasers of the Mortgaged Premises or any part thereof, under any covenant of
this Deed of Trust or of the Note, nor preclude Lender from exercising any
right, power or privilege herein granted or intended to be granted in the event
of any other default then made or any subsequent default.
18. Events of Default. The occurrence and continuance of any of the
following shall, at the option of Lender, constitute an Event of Default
hereunder:
(a) If default shall be made in the timely payment of any sum
required to be paid under the terms of this Deed of Trust or the Note, when and
as the same shall become due and payable and such default shall have continued
uncured for ten (10) days following written notice from the Lender.
(b) If Grantor shall fail to observe or perform of any material
obligation under this Deed of Trust to be observed or performed by Grantor, and
such failure shall have continued for a period of thirty (30) days after written
notice specifying such default and demanding that the same be cured shall have
been given to Grantor by Lender, or if the default cannot reasonably be remedied
within such period, if Grantor fails to commence to
17
remedy the same within thirty (30) days and diligently thereafter to carry the
same to completion.
(c) The occurrence of an "Event of Default" under and as defined in
the Loan Agreement incorporated hereunder by reference thereto.
(d) A material Improvement essential to the continued operation of
the Mortgaged Premises is substantially damaged or destroyed by an uninsured
casualty and is not repaired or replaced by Grantor within 90 days of such
damage or destruction, or such longer period of time as is reasonably required
for such repair or replacement so long as Grantor diligently pursues such repair
or replacement.
(e) If in conjunction with any other Event of Default, any
continuing event of default under the terms of any Material Lease permitting the
tenant under such lease to terminate such lease. For purposes of this paragraph,
the term "Material Lease" means a lease on an arm's length basis with a term of
more than one year having an annualized rental income of not less than ten
percent (10%) of the appraised value of either of the buildings included in the
Mortgaged Premises.
(f) The failure by the Grantor to provide and maintain the required
insurance coverage on the Mortgaged Premises.
19. Remedies. During the continuance of an Event of Default, after
applicable notice and grace periods, if any, Lender may, at its option, without
further demand, notice or delay, do any or all of the following:
(a) Lender may declare the entire unpaid principal balance of the
Note to be due and payable immediately. Thereupon, said principal and all
accrued interest, and all other sums due hereunder and thereunder shall become
immediately due and payable. Thereafter, the Event of Default may be cured only
by the payment of the entire principal balance and all other sums due and
payable hereunder. Upon acceleration of the outstanding principal balance of the
Note, interest shall continue to accrue thereafter at a
18
rate equal to the then effective Default Rate set forth in the Note until the
Loan is paid in full.
(b) Lender may (i) institute and maintain an action of foreclosure
against the Mortgaged Premises or foreclose by exercise of the Trustee's power
of sale herein contained and/or as may otherwise be provided by West Virginia
statutory law permitting sales by a trustee in a deed of trust and thereafter a
deficiency action, if necessary, (ii) bid for and purchase the Mortgaged
Premises upon any such foreclosure sale, and upon compliance with the terms of
the sale, hold, retain and possess and dispose of the Mortgaged premises in its
own absolute right without further accountability, or (ii) take such other
action at law or in equity for the enforcement of any Loan Document as the law
may allow. Lender may proceed in any such action to final judgment and execution
thereon for all sums due under paragraph (a) of this Section, together with
interest on such sums as provided in the Note hereof, all costs of suit and a
reasonable attorney's fee. Interest at a rate equal to the Default Rate provided
in the Note shall be due on any judgment obtained by Lender from the date of
judgment until actual payment is made of the full amount of the judgment.
Should Lender elect to foreclose by exercise of the power of sale herein
contained, Lender shall notify Trustee and shall deposit with Trustee this Deed
of Trust and the Note and such receipts and evidences of expenditures made and
secured hereby as Trustee may require.
Upon application of Lender, it shall be lawful for and the duty of
Trustee, and he is hereby authorized and empowered, to expose to sale and to
sell the Mortgaged Premises at public auction for cash, after having first
complied with all applicable requirements of West Virginia law with respect to
the exercise of powers of sale by a Trustee contained in deeds of trust as are
then in effect and upon such sale, Trustee shall convey title to the purchaser
by Trustee's Deed. After retaining from the proceeds of such sale just
compensation for his services and all expenses incurred by him, including a
trustee's commission as may be
19
allowed by West Virginia Statute or law and reasonable attorneys' fees for legal
services actually performed, Trustee shall apply the residue of the proceeds as
provided in Section 19 hereof. Grantor agrees that in the event of sale
hereunder, Lender shall have the right to bid thereat. Trustee may require the
successful bidder at any sale to deposit immediately with Trustee cash or a
certified check in an amount not to exceed five percent (5%) of the bid,
provided notice of such requirement is contained in the advertisement of the
sale. The bid may be rejected if the deposit is not immediately made and
thereupon the next highest bidder may be declared to be the purchaser. Such
deposit shall be refunded in case a re-sale is had; otherwise, it shall be
applied to the purchase price. In the event any fixture is sold hereunder, it
need not be at the place of sale. The published notice, however, shall state the
time and place where such property may be inspected prior to sale. In the event
the Trustee shall commence any proceedings for the sale of the Mortgaged
Premises and such proceedings shall be terminated at the request of Grantor or
by reason of Grantor curing all defaults then existing hereunder, Trustee shall
be entitled to a trustee's commission as is provided under the West Virginia
Code. Notwithstanding anything to the contrary, Trustee is enpowered to conduct
and shall conduct the foreclosure proceedings in accordance with West Virginia
law then in effect, and said law shall control over any conflicting provision
herein contained and the provisions of this Deed of Trust shall be amended to
conform to applicable law to the extent necessary to permit foreclosure.
In connection with any foreclosure of the lien hereof or any action to enforce
any remedy of Lender under this Deed of Trust or the Note, Grantor agrees to pay
all reasonable expenditures and expenses which may be paid or incurred by or on
behalf of the Lender, as the case may be, for attorneys' fees, appraiser's fees,
outlays for documentary and expert evidence, stenographers' charges, publication
costs, and cost (which may be estimated as to items to be expended after entry
of the decree) of procuring all such title searches and examinations, title
insurance policies and similar data and assurances with respect to title and
value as Lender may deem reasonably necessary either to prosecute such suit or
20
foreclosure or to evidence to bidders at any sale which may be made the true
condition of the title to or the value of the Premises and the right to such
fees and expenses shall be deemed to have accrued on commencement of such action
and shall be enforceable whether or not such action is prosecuted to judgment.
All expenditures and expenses of the nature in this Paragraph mentioned, and
such expenses and fees as may be incurred in the protection of the Mortgaged
Premises and the maintenance of the lien of this Deed of Trust, including the
fees of any attorney employed by Lender in any litigation or proceeding
affecting this Deed of Trust, the Note or the Mortgaged Premises (including
without limitation the occupancy thereof or any construction work performed
thereon), including probate and bankruptcy proceedings, or in preparation for
the commencement or defense of any proceeding or threatened suit or proceeding
whether or not an action is actually commenced, shall be immediately due and
payable by Grantor, with interest thereon at the Default Rate as provided in the
Note and shall be secured by this Deed of Trust.
Without limiting the liability of Grantor as set forth above, Grantor
shall indemnify Lender and hold it harmless from and against all claims, injury,
damage, loss and liability of any and every kind to any persons or property by
reason of (i) the operation or maintenance of the Mortgaged Premises by Grantor;
or (ii) any other action or inaction by, or matter which is the responsibility
of Grantor.
(c) Lender may, without releasing Grantor from any obligation under
any Loan Documents or waiving any default, enter upon and take possession of any
of the Mortgaged Premises, with or without legal action and by force if
necessary, and Grantor shall forthwith, upon demand of Lender, surrender the
Mortgaged Premises to Lender and Lender shall be entitled to take actual
possession of the Mortgaged Premises, or any part thereof, by its agents or
attorneys.
(d) Grantor hereby authorizes and empowers any attorney or attorneys
of any court of the several states or of the United States of America to appear
for Grantor and, as attorney for Grantor, to sign an agreement for entering an
amicable action of ejectment for
21
possession of any of the Mortgaged Premises. For so doing, this Deed of Trust or
a copy hereof certified by affidavit shall be a sufficient warrant. Thereupon, a
writ of possession may immediately issue for the possession of any of the
Mortgaged Premises, without any prior writ or proceeding whatsoever. Lender may
bring such amicable action in ejectment before or after: (i) the institution of
foreclosure proceedings under this Deed of Trust, (ii) the entry of judgment
hereunder or under the Note, or (iii) a Trustee's sale of any of the Mortgaged
Premises.
(e) Lender may apply on account of the indebtedness hereby secured
the balance of the accumulated escrow payments made by Grantor for insurance and
taxes.
(f) Marshalling of assets principles shall not govern any
foreclosure sale and the fee simple title, unencumbered by any leasehold, is to
be the asset sold at said foreclosure sale.
20. Application of Proceeds of Foreclosure Sale. Except as otherwise
provided by law, the proceeds of any foreclosure sale of the Mortgaged Premises
shall be distributed and applied in the following order of priority: First, on
account of all costs and expenses incident to the foreclosure proceedings,
including all such items as are mentioned in the preceding Section hereof;
second, all other items which under the terms hereof constitute Grantor's
Obligations additional to that evidenced by the Note, with interest thereon as
herein provided; third, all principal and interest remaining unpaid on the Note;
and fourth, any surplus to Grantor, its successors or assigns, as their rights
may appear.
21. Remedies Cumulative. Lender may exercise all of the rights and
remedies provided in this Deed of Trust or the Note, or which may be available
to Lender by law, and all such rights and remedies may be cumulative and
concurrent and may be pursued singly, successively or together, at Lender's sole
discretion, and may be exercised as often as occasion therefore shall occur. To
the extent permitted by law, any real estate sold pursuant to any judicial
proceedings under the Deed of Trust may be sold in one parcel, as
22
an entirety, or in such parcels, and in such manner or order as Lender, in its
sole discretion, may elect.
Grantor does hereby waive the benefit of any and all laws presently
existing or which may be hereafter enacted pertaining to deficiency judgments,
or which may otherwise bar Lender from exercising the rights and remedies
granted herein provided, however, that the rights and remedies herein created
shall terminate and become null and void at such time as all amounts due to
Lender under the terms of the Note and this Deed of Trust have been paid in
full.
22. Assignment of Rents. As additional security hereunder, leases
and rents relating to the Mortgaged Premises have been assigned to the Lender
pursuant to the Assignment incorporated herein by reference thereto.
23. Waivers by Grantor. Grantor hereby waives and releases, to the
extent permitted by applicable law, (a) all technical errors, defects and
imperfections in any proceedings instituted by Lender under this Deed of Trust,
(b) all benefits that might accrue to Grantor by virtue of any present or future
laws exempting the Mortgaged Premises or any part of the proceeds arising from
any sale thereof, from attachment, levy or sale under execution, or providing
any stay of execution, exemption from civil process, extension of time for
payment, or rights of redemption, (c) notice of said sale by personal service,
(d) any present or future statute of limitation or moratorium law or any other
present or future law, regulation or judicial decision which provides for any
stay of execution, marshalling of assets, exemption from civil process,
redemption, extension of time for payment.
24. No Waiver Implied. Any failure by Lender to insist upon the
strict performances by Grantor of any of the terms, covenants, agreements,
conditions and provisions hereof shall not be deemed to be a waiver of any of
the terms, covenants, agreements; conditions and provisions hereof, and Lender,
notwithstanding any such failure, shall have the right thereafter to insist upon
the strict performance by Grantor of any and all of the terms, covenants,
agreements, conditions and provisions of this Deed of
23
Trust to be performed by Grantor. Neither Grantor nor any other persons now or
hereafter obliged for the payment of the whole or any part of the sums now or
hereafter secured by this Deed of Trust shall be relieved of such obligation by
reason of the failure of Lender to take action to foreclose this Deed of Trust
or otherwise enforce any of the provisions of this Deed of Trust or of any
obligations secured by this Deed of Trust, or by reason of the consent of the
Lender to the filing of any map, plat or replat of the Mortgaged Premises, or by
reason of the release, regardless of consideration of the whole or any part of
the security held for the indebtedness secured by this Deed of Trust, or by
reason of any agreement or stipulation between any subsequent owner or owners of
the Mortgaged Premises and Lender extending the time of payment or modifying the
terms of the Note or this Deed of Trust without first having obtained the
consent of Lender or such other person, and in the last event, Lender and all
such other persons shall continue liable to make such payments according to the
terms of any such agreement of extension or modification unless expressly
released and discharged in writing by Lender. For the payment of the
indebtedness secured hereby Lender may resort to any other security therefore
held by Lender in such order and manner as Lender may elect.
25. Trustee. The irrevocable power to appoint a substitute trustee
or trustees is hereby expressly granted to Lender, its successors or assigns, to
be exercised at any time hereafter, without notice and without specifying any
reason therefore, by filing for record in the office where this instrument is
recorded a Substitution of Trustee. Grantor, for itself, its successors and
assigns, and Trustee herein named, or that may be substituted hereunder,
expressly waives notice of the exercise of this power and any necessity for
making oath or giving bond by any trustee, as well as any requirement for
application to any court for the removal, appointment or substitution of any
trustee hereunder.
26. Trustee's Powers. The Trustee shall have such powers as are
authorized under applicable West Virginia statutes pertaining to Trustees' sales
under real estate deeds of trust.
24
27. Counsel Fees. If Lender retains the services of counsel in order
to cure any Event of Default under this Deed of Trust, reasonable attorney's
fees actually incurred shall be payable by Grantor to Lender and shall be
secured hereby. Grantor shall pay the cost of any necessary title search and all
other reasonable costs actually incurred by Lender in connection with
proceedings to recover any sums secured hereby. Grantor shall also pay any
reasonable charge of Lender in connection with the satisfaction of this Deed of
Trust of record.
If Lender becomes a party to any suit or proceedings affecting the
Mortgaged Premises or title thereto, the lien created by this Deed of Trust or
Lender" interest therein, or following an event or events of default hereunder
if Lender engages counsel to collect any of the indebtedness or to enforce
performance of the agreements, conditions, covenants, provisions or stipulations
of this Deed of Trust or the Note, Lender's costs, expenses and reasonable
attorney's fees, whether or not suit is instituted, shall be paid to Lender by
Grantor, on demand, with interest at the effective rate set forth in the Note,
and until paid they shall be deemed to be part of the indebtedness evidenced by
the Note and secured by this Deed of Trust.
28. Declaration of No Set-Off. Grantor represents to Lender that it
has no knowledge of any offsets, counterclaims or defenses to the principal
indebtedness secured hereby, or to any part thereof, or the interest thereon,
either at law or in part thereof, or the interest thereon, either at law or in
equity. Up to two (2) times in any twelve month period, Grantor, within three
(3) days upon request in person or within ten (10) days upon request by mail,
will furnish a duly acknowledged written statement in form satisfactory to
Lender stating either that Grantor know of no offsets or defenses existing
against the indebtedness evidenced by the Note and secured by this Deed of
Trust, or if such offsets or defenses are alleged to exist, the nature and
extent thereof.
29. Representations and Warranties. Grantor represents and warrants
that: (a) Grantor has the requisite power and authority to execute this Deed of
Trust and perform
25
its obligations hereunder; (b) the transactions contemplated in this Deed of
Trust are and will be in all respects legal, valid, and binding obligations of
the respective parties hereto and in accordance with its provisions; (c) no part
of the Mortgaged Premises has been damaged by fire or other casualty which is
not now fully restored; and (d) no notice of taking by eminent domain or
condemnation of any of the Mortgaged Premises has been received, and Grantor has
no knowledge that any of the Mortgaged Premises has been received, and Grantor
has no knowledge that any of such is contemplated.
30. Invalid Provisions Disregarded. If any term or provision of this
Deed of Trust or the application thereof to any person or circumstances shall,
to any extent, be invalid or unenforceable, the remainder of this Deed of Trust,
or the application of such term or the provision to persons or circumstances
other than those as to which it is held invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Deed of Trust shall be
valid and be enforced to the fullest extent permitted by law.
31. Applicable Law. This Deed of Trust, shall be construed,
interpreted and governed by the laws of the State of West Virginia.
32. Notices; Requests. All Notices and Requests shall be given to
Grantor at:
and Lender at
WEIRTON STEEL CORPORATION
000 XXXXX XXXXXXX XXXXX
XXXXXXX, XX 00000
ATTN: SENIOR VICE PRESIDENT-FINANCE AND ADMINISTRATION
COPY TO GENERAL COUNSEL
FACSIMILE NO. (000) 000-0000
STEEL WORKS COMMUNITY FEDERAL CREDIT UNION
0000 XXXX XXXXXX
XXXXXXX, XX 00000
ATTN: COMMERCIAL LOAN DEPARTMENT
COPY TO PRESIDENT
FACSIMILE NO. (000) 000-0000
26
Except as otherwise provided in this Deed of Trust, all notices and
requests hereunder shall be in writing and shall be deemed to have been duly
given for all purposes (i) when delivered if delivered in person or (ii) by
facsimile confirmed by written copy deposited in United States Mail or (iii) the
second day after deposit in the United States Mail when deposited in the United
States Mail, by registered or certified mail, return receipt requested, postage
prepaid, directed to the party to receive the same at its address stated above
or at such other address as may be substituted by notice given as herein
provided.
33. Captions. The captions appearing in this Deed of Trust are
inserted solely for convenience of reference and shall not constitute a part of
this Deed of Trust, nor shall they in any way affect its meaning, construction
or effect.
34. Construction. The word "Grantor", or "Lender" whenever used
herein is intended to and shall be construed to include such person's or
entity's successors and assigns.
35. No Future Advances or Refinancing. It is understood and agreed
that the Lender is under no obligation to make future advances, loans or
extensions of credit to the Grantor, except as is provided in the Loan
Agreement.
36. Usury. It is the intention of the parties hereto to conform
strictly to applicable usury laws as in effect from time to time during the term
of the Loan. Accordingly, if any transaction or transactions contemplated hereby
would be usurious under applicable law (including the laws of the United States
of America or of any other jurisdiction whose laws may be applicable), then, in
that event, notwithstanding anything to the contrary in this Deed of Trust, or
any other agreement entered into in connection with this Deed of Trust, it is
agreed that the aggregate of all interest under applicable law that is
contracted for, charged or received under the Note, or under any of the other
aforesaid agreements or otherwise in connection with this Deed of Trust shall
under no
27
circumstances exceed the maximum amount of interest allowed by applicable law,
and any excess shall be promptly credited to the Grantor by the Lender (or, if
such consideration shall have been paid in full, such excess shall be promptly
refunded to the Grantor by the Lender). Neither the Grantor nor any person or
entity now or hereafter liable in connection with this Deed of Trust, Loan
Agreement or on the Loan or Note shall be obligated to pay the amount of such
interest to the extent that it is in excess of the maximum interest permitted by
the applicable usury laws, and the effective rate of interest shall be ipso
facto reduced to the rate permitted as the highest lawful rate under applicable
law.
37. Subsidence and Physical Damage to Mortgaged Premises. In case of
any subsidence or the threat of subsidence of the surface of the Mortgaged
Premises, the Lender shall after reasonable notice and the failure of the
Grantor to remedy the same have the right to expend such sums as in its judgment
may be necessary or desirable to protect the Mortgaged Premises from damage by
reason thereof and to add the cost and expenses thereof to the unpaid balance of
the Loan, and all sums so expended shall bear interest at the interest rate set
forth in the Note, and all sums so expended or interest thereon shall be secured
hereby.
38. Further Assurances. At any time and from time to time, upon
Lender's request, Grantor shall make, execute and deliver or cause to be made,
executed and delivered to Lender and, where appropriate, shall cause to be
recorded or filed and from time to time thereafter to be re-recorded or refiled,
at such time and in such offices and places as shall be deemed desirable by
Lender, any and all further deeds of trust, mortgages, instruments of further
assurance, certificates and other documents as Lender may consider reasonably
necessary or desirable in order to effectuate, complete, enlarge in accordance
with the Loan Security Documents or perfect, continue and preserve the
obligations of Grantor under the Note and this Deed of Trust or any other Loan
Documents,
28
and the lien of this Deed of Trust as a prior lien upon all of the Mortgaged
Premises, whether now owned or hereafter acquired by Grantor. Upon any failure
by Grantor to do so, Lender may make, execute, record, file, re-record or refile
any and all such deeds of trusts, mortgages, instruments, financing statements,
certificates and documents for and in the name of Grantor, and Grantor hereby
irrevocably appoint Lender the agent and Attorney in Fact of Grantor to do so.
IN WITNESS WHEREOF, Grantor has executed these presents the day and year first
above written.
Attest: Weirton Steel Corporation
By: /s/ Xxxxxxx X. Xxxxxx By: /s/Xxxx X. Xxxxxx
Name: Xxxxxxx X. Xxxxxx Name: Xxxx X. Xxxxxx
Title: Secretary Title: Senior Vice President - Finance
and Administration
29
STATE OF WEST VIRGINIA,
COUNTY OF Brooke To-Wit:
I, Xxxxxx X. (Xxxx) Xxxx, a Notary Public, in and for the said County
and State, do certify that Xxxx X. Xxxxxx, Senior Vice President - Finance and
Administration and Xxxxxxx X. Xxxxxx, Secretary, respectively, whose names are
signed to the writing above, bearing the date, the 15th day of August, 2002, has
this day acknowledged the same before me in my said County.
Given under my hand and certified under my official Notarial Seal this
15th day of August, 2002
/s/Xxxxxx X. (Xxxx) Xxxx
Notary Public
My Commission Expires
Nov. 6, 2006
30
