EXHIBIT 10.16
MORTGAGE DEED
KNOW ALL MEN BY THESE PRESENTS: that AMERICAN STONE CORPORATION, a
Delaware corporation, (the "Grantor") in consideration of Five Hundred Thousand
Dollars ($500,000) to it paid by AMHERST QUARRY, INC., an Ohio Corporation (the
"Grantee"), the receipt whereof is hereby acknowledged, does hereby grant with
mortgage covenants to said Grantee and to its successors and assigns forever,
the real estate, situated in the Township and Village of South Amherst, County
of Lorain and State of Ohio and fully described in Exhibit "A" attached hereto
and made a part hereof and all the estate, right, title and interest said
Grantor has or ought to have in and to said described premises ("Premises"),
together with the privileges and appurtenances to the same belonging. TO HAVE
AND TO HOLD the same to the said Grantee, its successors and assigns forever,
the said Grantor hereby covenanting that it is the true and lawful owner of the
Premises and it is well seized of the same in fee simple, and has good right and
full power to bargain, sell and convey the same in the manner aforesaid and that
the Premises are clear, free and unencumbered, except as stated herein, and that
it will warrant and defend the same against all claims whatsoever, except: (a)
zoning ordinances and regulations; (b) real estate taxes and assessments, both
general and special, which are a lien but are not yet due and payable on the
date of this Mortgage Deed; if any, and (c) the matters of record set forth in
Exhibit "B".
This Mortgage Deed is given, upon the statutory condition, to secure the
payment of a Promissory Note of even date herewith in the principal amount of
Five Hundred Thousand Dollars ($500,000) together with additional consideration,
including but not limited to, interest and Additional Payment, if any, as
defined in the Promissory Note, payable on or before sixty (60) months after the
date of execution of the Promissory Note (the "Note").
"Statutory condition" is defined in Section 5302.14 of the Ohio Revised
Code and provides generally that if the Grantor pays the principal, interest and
Additional Payment, if any, secured by this Mortgage Deed, performs the other
obligations secured hereby and pays all taxes and assessments, maintains
insurance against fire and other hazards, and does not commit or suffer waste,
then this mortgage shall be void, but otherwise remain in full force and effect.
The Grantor further covenants with the Grantee as follows:
1. Grantor will keep or cause to be kept all buildings and other
insurable property now or hereafter erected or placed in or on the Premises
insured against loss by fire and other hazards, casualties and contingencies, in
an amount consistent with Xxxxxxx's past practices. All such insurance shall be
carried in companies approved by the Grantee and shall include a provision
satisfactory to Grantee making loss payable to Grantee as Xxxxxxx's interest may
appear. Grantor will promptly pay when due all premiums for such insurance. Not
less than ten (10) days prior to the expiration of any policy of insurance,
Grantor will deliver to Grantee renewal or new policies in like amounts covering
the same risks. Should any loss occur to the Premises, Grantor will promptly
give notice by mail to Grantee of such loss or damage, and any proceeds payable
as a result of such loss.
Exhibit 10.16
Page 1 of 4
2. This Mortgage Deed shall be in default in the event that:
(a) the Grantor fails to pay any amounts due under the Note within
ten (10) days after the due date for such payment; or
(b) the Grantor fails to perform or observe any covenant or agreement
of the Borrower hereunder or under the Note, to the extent the Grantor shall
fail to cure or remedy the same within thirty (30) days after the date of
receipt of written notice of such breach from the Grantee, specifying the nature
of such breach in reasonable detail, provided, that, so long as the interests of
the Grantee are not materially impaired by reason of any such delay, no such
breach shall be deemed a "Default" for purposes hereof to the extent not fully
cured or remedied within such thirty (30) day period, so long as the Grantor (i)
initiates a reasonable course of action to remedy such breach within such thirty
(30) day period and (ii) continues, without material interruption, to take all
action reasonably necessary to effect such cure or remedy.
3. In addition to the debt, this Mortgage Deed shall also secure unpaid
balances or advances made by Xxxxxxx, with respect to the Premises, for the
payment of taxes, assessments, insurance premiums or costs incurred for the
protection of the Premises as provided for in Section 5301.233 of the Revised
Code of Ohio.
IN WITNESS WHEREOF, this Mortgage deed has been executed at Cleveland,
Ohio, this 18th day of December 2002.
Signed, acknowledged and
delivered in the presence of : AMERICAN STONE CORPORATION
/s/ Xxxxxx X. Xxxxxx By: /s/ Xxxxxx X. Xxxxxxxx
-------------------------------- ---------------------------
Xxxxxx X. Xxxxxxxx XX, Chairman
Xxxxxx X. Xxxxxx
--------------------------------
/s/ Xxxxx X. Xxxxxx
--------------------------------
Xxxxx X. Xxxxxx
--------------------------------
Exhibit 10.16
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STATE OF OHIO )
) SS:
COUNTY OF CUYAHOGA )
BEFORE ME, a Notary Public in and for said County and State, personally
appeared AMERICAN STONE CORPORATION, a Delaware corporation, in the person of
XXXXXX X. XXXXXXXX XX, Chairman, who acknowledged to me that, with due
authorization and as such officer, he did sign the foregoing instrument on
behalf of said corporation, and that such signing was his free act and deed
individually and as such officer, and the free act and deed of said corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at
Cleveland, Ohio this 18th day of December, 2002.
/s/ Xxxxxx X. Xxxxxx
---------------------------
NOTARY PUBLIC
This instrument prepared by:
Xxxxxx X. Xxxxxx, Esq.
1100 Huntington Building
000 Xxxxxx Xxxxxx
Xxxxxxxxx, Xxxx 00000
(000) 000 0000
Exhibit 10.16
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EXHIBIT A
LEGAL DESCRIPTION
Omitted. Will be provided to the Commission upon request.
Exhibit 10.16
Page 4 of 4
