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MORTGAGE,
SECURITY AGREEMENT AND FINANCING
STATEMENT (INCLUDING FIXTURE FILING),
AND
SUPPLEMENT
AND
SHORT FORM/MEMORANDUM OF LEASE
Dated as of December 15, 2004
between
REXUS L.L.C.,
as Lessor/Mortgagee
and
ITT INDUSTRIES, INC.,
as Lessee/Mortgagor
LOCATION OF MORTGAGED PROPERTY:
Street Address: ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇
County: ▇▇▇▇ County, Illinois
Record and Return to:
▇▇▇▇▇ Day
▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, Esq.
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MORTGAGE, SECURITY AGREEMENT AND
FINANCING STATEMENT (INCLUDING FIXTURE FILING),
AND SUPPLEMENT AND SHORT FORM/MEMORANDUM OF LEASE
THIS MORTGAGE, SECURITY AGREEMENT AND FINANCING STATEMENT (INCLUDING
FIXTURE FILING), AND SUPPLEMENT AND SHORT FORM/MEMORANDUM OF LEASE (this
"Supplement") dated as of December 17, 2004, between REXUS L.L.C., a Delaware
limited liability company with an address at Societe Generale (Canada), as
Lessor Administrator, 1501 ▇▇▇▇▇▇ College, Bureau ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇
▇▇▇, ▇▇▇▇▇▇, as the lessor/mortgagee (the "Lessor/Mortgagee"), and ITT
INDUSTRIES, INC., an Indiana corporation, with an address at ▇ ▇▇▇▇ ▇▇▇ ▇▇▇
▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, as Lessee/Mortgagor (the
"Lessee/Mortgagor").
WHEREAS, Lessor/Mortgagee and Lessee/Mortgagor have executed that certain
Master Lease and Deed of Trust, Deed to Secure Debt and Mortgage dated as of
December 14, 2004 (the "Master Lease");
WHEREAS the Lessor/Mortgagee is the owner of the land described on
Schedule I attached hereto (the "Land"), and wishes to lease the Land and lease
all Improvements now thereon or which hereafter may be constructed thereon to
the Lessee/Mortgagor;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
SECTION 1. Definitions; Interpretation. For purposes of this Supplement,
capitalized terms used herein and not otherwise defined herein or in Schedule IV
hereto shall have the meanings assigned to them in Appendix A to the Master
Lease, and the rules of interpretation set forth in such Appendix A shall apply
to this Supplement.
SECTION 2. The Properties. Effective upon the execution and delivery of
this Supplement by the Lessor/Mortgagee and the Lessee/Mortgagor, the Land, all
Improvements on the Land and all other improvements now on the Land or which
hereafter may be constructed thereon and all Appurtenant Rights with respect
thereto and all Equipment (collectively, the "Subject Property") shall be
subject to the terms and provisions of the Master Lease and the Lessor/Mortgagee
hereby grants, conveys, transfers and assigns to the Lessee/Mortgagor those
interests, rights, titles, estates, powers and privileges provided for in the
Master Lease with respect to the Subject Property.
SECTION 3. Amendments to Master Lease with Respect to Subject Property.
Effective upon the execution and delivery of this Supplement by the
Lessor/Mortgagee and the Lessee/Mortgagor, the following terms and provisions
shall apply to the Master Lease with respect to the Subject Property:
A. Short Form/Memorandum of Lease. The parties hereto set forth the
following information which shall constitute a short form or memorandum of the
Master Lease, as supplemented by this Supplement:
(a) The name and address of the Lessor/Mortgagee as set forth in
the Master Lease is:
Rexus L.L.C.
Societe Generale (Canada) as Lessor Administrator
1501 ▇▇▇▇▇▇ College
Bureau ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attention: Manager, Treasury & Loan Servicing Group
with a copy to:
Rexus L.L.C.
Societe Generale, New York Branch
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
(b) The name and address of the Lessee/Mortgagor as set forth in
the Master Lease is:
ITT Industries, Inc.
▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: _________________
(c) The lease to which this memorandum of lease pertains is the
Master Lease as supplemented by this Supplement and the other
Supplements.
(d) The leased premises are the Subject Property which includes
the Land more particularly described on Schedule I attached
hereto.
(e) The Lessor/Mortgagee acquired title to the Land by deed dated
on or about the date hereof and about to be recorded or filed
for record in the office of the ▇▇▇▇ County Recorder.
(f) The term of the Master Lease shall commence on the date hereof
and shall expire on December 17, 2014 unless earlier
terminated in accordance with the terms of the Master Lease,
as supplemented by this Supplement.
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(g) The Master Lease contains certain purchase rights and options
during the Lease Term pursuant to which the Lessee/Mortgagor
or its designee may acquire the Subject Property.
(h) In addition to those terms referred to herein, the Master
Lease contains numerous other terms, covenants and conditions
that affect the Subject Property, and notice is hereby given
that reference should be had to the Master Lease with respect
to the details of such terms, covenants and conditions. A copy
of the Master Lease or of the other agreements referenced
herein or therein may be obtained from any of the parties
hereto at the addresses set forth herein.
B. Ownership of the Subject Property. The parties hereto intend that for
(i) financial accounting purposes with respect to the Lessee/Mortgagor, (ii)
United States federal and all United States state and local income tax purposes
and (iii) United States state real estate and commercial law and bankruptcy
purposes, (1) the Lease will be treated as a financing arrangement, (2) the
Lessor/Mortgagee will be deemed a lender making a loan to the Lessee/Mortgagor
in an aggregate amount equal to the Original Aggregate Property Cost which loan
is secured by the Properties, and (3) the Lessee/Mortgagor will be treated as
the owner of the Properties described in the Lease Supplements and will be
entitled to all tax benefits ordinarily available to an owner of properties
similar to the Properties for such tax purposes. Nevertheless, the
Lessee/Mortgagor acknowledges and agrees that none of the Lessor/Mortgagee, the
Arranger or any Investor has made any representations or warranties to the
Lessee/Mortgagor concerning the tax, accounting or legal characteristics of the
Operative Documents and that the Lessee/Mortgagor has obtained and relied upon
such tax, accounting and legal advice concerning the Operative Documents as it
deems appropriate. The parties hereto will not take any position inconsistent
with the intentions expressed herein. It is the intent of the parties hereto
that this Lease grants a security interest and mortgage or deed to secure debt
or deed of trust, as the case may be, in and on each Property to the
Lessor/Mortgagee for the benefit of the Lessor/Mortgagee to secure the
performance of the Lessee/Mortgagor under and payment of all amounts under this
Master Lease and the other Operative Documents all as more specifically set
forth in each Lease Supplement. Specifically, without limiting the generality of
the foregoing, the parties hereto intend and agree that in the event of any
insolvency or receivership proceedings or a petition under the United States
bankruptcy laws or any other applicable insolvency laws or statute of the United
States of America or any state or commonwealth thereof affecting the
Lessee/Mortgagor, the Lessor/Mortgagee or the Investors or any collection
actions, the transactions evidenced by the Operative Documents shall be regarded
as loans made to the Lessee/Mortgagor by the Lessor/Mortgagee and the Investors
as unrelated third party lenders of the Lessee/Mortgagor.
▇. ▇▇▇▇▇ of Mortgage Lien and Security Interest: Assignment of Rents. To
secure to the Lessor/Mortgagee the payment and performance of all Obligations:
(a) Subject to the terms and conditions of the Master Lease as
supplemented by this Supplement (including, without
limitation, the Lessee/Mortgagor's rights hereunder and
thereunder), the Lessee/Mortgagor has caused the
Lessor/Mortgagee to hold title to the Subject Property and
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Lessee/Mortgagor does hereby mortgage, grant, bargain, sell,
convey, assign, transfer and set over to the Lessor/Mortgagee,
with power of sale, to the extent permitted by Applicable Law:
(i) all of the Lessee/Mortgagor's right, title and interest
from time to time in the Subject Property of whatever nature
including, without limitation, Lessee/Mortgagor's leasehold
interest under the Master Lease; all condemnation and
insurance proceeds relative to the Subject Property and all
Profits as defined below; and (ii) all of the
Lessee/Mortgagor's right, title and interest in and to all
proceeds of the conversion, whether voluntary or involuntary,
of any of the above-described property into cash or other
liquid claims, including, without limitation, all awards,
payments or proceeds, including interest thereon, and the
right to receive the same, which may be made as a result of
casualty, any exercise of the right of eminent domain or deed
in lieu thereof, the alteration of the grade of any street and
any injury to or decrease in the value thereof, the foregoing
being referred to hereinafter as the "Security Property".
TO HAVE AND TO HOLD the Security Property, subject however to
Permitted Property Liens (which shall include the items set
forth on Schedule II), unto the Lessor/Mortgagee, its
successors and assigns forever.
(i) Protective Advances. The Lessor/Mortgagee shall have the
right, but not the obligation, to make protective
advances with respect to the Security Property for the
payment of taxes, assessments, insurance premiums or
costs incurred for the protection of the Security
Property, and such protective advances, together with
interest thereon at the Overdue Rate from the date of
each such advance until it is repaid in full, shall be
secured by this Supplement to the fullest extent and
with the highest priority contemplated by applicable
law.
(ii) Mortgage. The Lessee/Mortgagor and the Lessor/Mortgagee
intend that this Supplement shall secure
Lessee/Mortgagor's obligation to repay the unpaid
balance of advances made by the Lessor/Mortgagee and/or
the holder hereof under the Master Lease and other
Operative Documents to the fullest extent and with the
highest priority contemplated by applicable law. The
obligations secured hereby shall include, without
limitation, all Basic Rent, Accrual Rent and Fixed Rent
as well as all Supplemental Rent due from
Lessee/Mortgagor under the Master Lease. The maximum
amount of advances, exclusive of interest thereon
(whether or not identified as interest and including
specifically all Accrual Rent under the Master Lease),
and exclusive of advances made for the payment of real
estate taxes, assessments, insurance premiums and costs
incurred for the protection of the Security Property,
all of which are also secured by this Supplement, which
may be
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outstanding at any time is One Hundred Twenty Million
and 00/100 Dollars ($120,000,000.00).
(b) Subject to the terms and conditions of the Master Lease as
supplemented by this Supplement (including, without
limitation, the Lessee/Mortgagor's rights hereunder and
thereunder so long as no Lease Event of Default has occurred
and is continuing), the Lessee/Mortgagor hereby grants to the
Lessor/Mortgagee a security interest in the Lessee/Mortgagor's
interest in that portion of the Security Property (the "UCC
Property") subject to the Uniform Commercial Code of the State
of Illinois (the "UCC"). The Master Lease, as supplemented by
this Supplement, shall also be deemed to be a security
agreement and shall support any financing statement showing
the Lessor/Mortgagee's interest as a secured party with
respect to any portion of the UCC Property described in such
financing statement. The Lessee/Mortgagor agrees, at its sole
cost and expense, to execute, deliver and file from time to
time such further instruments as may be requested by the
Lessor/Mortgagee to confirm and perfect the lien of the
security interest in the collateral described in this
Supplement.
(c) The Lessee/Mortgagor hereby irrevocably assigns, conveys,
transfers and sets over unto the Lessor/Mortgagee (subject,
however, to the Master Lease and the rights of the
Lessee/Mortgagor thereunder and hereunder) any and all
subleases or other occupancy agreements now existing, or that
may hereafter come into existence with respect to the Subject
Property or any part thereof, including any guaranties of such
sublease or occupancy agreements (collectively, the
"Subleases") and all and every part of the rents, issues and
profits (collectively, the "Profits") that may from time to
time become due and payable on account of the Subleases,
provided, that, unless a Lease Event of Default is continuing,
the Lessee/Mortgagor shall have the right to collect and
retain such Profits. Upon request of the Lessor/Mortgagee, the
Lessee/Mortgagor shall execute and cause to be recorded, at
its expense, supplemental or additional assignments of any
Subleases of the Subject Property. Upon the occurrence and
during the continuance of a Lease Event of Default, the
Lessor/Mortgagee is hereby fully authorized and empowered in
its discretion (in addition to all other powers and rights
herein granted), to apply for and collect and receive all such
Profits and enforce such guaranty or guaranties, and all money
so received under and by virtue of this assignment shall be
applied as further security for the payment and performance of
the Obligations secured hereby.
(d) Notwithstanding that this Supplement is an absolute assignment
of the Profits and the Subleases and not merely the collateral
assignment of, or the grant of a lien or security interest in
the Profits and the Subleases, the Lessor/Mortgagee grants to
the Lessee/Mortgagor a revocable license to collect and
receive the Profits and to retain, use and enjoy such Profits.
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Such license shall be automatically revoked upon the
occurrence and during the continuance of any Lease Event of
Default.
D. Remedies.
(a) Upon the occurrence and during the continuance of a Lease
Event of Default, each of which are also events of default
under this Supplement, the Lessor/Mortgagee may exercise any
one or more of the following rights and remedies as it, in its
sole discretion, may deem necessary or appropriate:
(i) collect interest on all past due sums at the Overdue
Rate;
(ii) terminate the Master Lease and, either in person or by
agent, with or without bringing any action or
proceeding, or by a receiver appointed by a court, and
without regard to the adequacy of security, enter upon
and take possession of the Security Property, or any
part thereof, in its own name, and do any acts which it
deems necessary or desirable to preserve the value,
marketability or rentability of the Security Property,
or any part thereof or interest therein, to increase the
income therefrom or to protect the security hereof and,
with or without taking possession of the Security
Property, to ▇▇▇ for or otherwise to collect the Profits
thereof, including, without limitation, those past due
and unpaid, and to apply the same, less costs and
expenses of operation and collection, including, without
limitation, reasonable attorneys' fees, upon any
Obligations secured hereby, all in such order as the
Lessor/Mortgagee may determine. The entering upon and
taking possession of the Security Property, and the
collection of such Profits and the application thereof
as aforesaid, shall not cure or waive any Lease Event of
Default or notice of a Lease Event of Default hereunder
or invalidate any act done in response to such Lease
Event of Default and, notwithstanding the continuance in
possession of the Lessor/Mortgagee or the collection,
receipt and application of Profits by the
Lessor/Mortgagee, the Lessor/Mortgagee shall be entitled
to exercise every right provided for herein or by law
upon the occurrence and during the continuance of any
Lease Event of Default, including, without limitation,
the right to exercise the power of sale;
(iii) declare all sums secured hereby immediately due and
payable by delivery to the Lessee/Mortgagor a written
declaration of the occurrence and continuance of a Lease
Event of Default and deliver a notice of non-judicial
foreclosure by power of sale of the Subject Property,
and proceed with such non-judicial foreclosure in
accordance with Applicable Law;
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(iv) in lieu of sale pursuant to the power of sale conferred
hereby, foreclose in the manner provided by Applicable
Law for the foreclosure of mortgages on real property;
(v) whether or not a non-judicial or judicial foreclosure
proceeding as described above has been commenced,
declare immediately due and payable without notice or
demand, as otherwise required hereunder or under
Applicable Law, all amounts payable by the
Lessee/Mortgagor hereunder or under the other Operative
Documents which are then unpaid, with all interest and
sums accrued and accelerate payment thereof
notwithstanding contrary terms of payment stated therein
and exercise all rights and remedies available
hereunder, at law, in equity or otherwise;
(vi) as a matter of right, and upon notice to the
Lessee/Mortgagor or anyone under the Lessee/Mortgagor
and without regard to the adequacy of its security or
the then value of the Security Property or the interest
of the Lessee/Mortgagor therein, apply to any court
having jurisdiction to appoint a receiver or receivers
of the Security Property and the Lessee/Mortgagor hereby
irrevocably consents to such appointment and, to the
extent permitted by Applicable Law, waives notice of any
application therefor. Any such receiver or receivers
shall have all the usual powers and duties of receivers
in like or similar cases and all the powers of the
Lessor/Mortgagee provided for above, and shall continue
as a receiver and exercise all such powers until the
date of confirmation of sale of the Security Property
unless such receivership is sooner terminated by the
Lessor/Mortgagee in its sole discretion.
Upon the occurrence and during the continuance of a Lease
Event of Default, the Lessor/Mortgagee shall be entitled to
enforce payment and performance of any Obligations secured
hereby and to exercise all rights and powers hereunder or any
laws now or hereafter in force notwithstanding that some or
all of said Obligations secured hereby may now or hereafter be
otherwise secured, whether by mortgage, deed of trust, pledge,
lien, assignment or otherwise. Neither the acceptance nor the
enforcement hereof, whether by court action or pursuant to the
power of sale or other powers herein contained, shall
prejudice or in any manner affect the Lessor/Mortgagee's right
to realize upon or enforce any other security now or hereafter
held by the Lessor/Mortgagee, and the Lessor/Mortgagee shall
be entitled to enforce the rights and remedies provided for
herein and any other security now or hereafter held by the
Lessor/Mortgagee in such order and manner as it may in its
absolute discretion determine. No remedy conferred upon or
reserved to the Lessor/Mortgagee is intended to be exclusive
of any other remedy, but each shall be cumulative and shall be
in addition to every other remedy given hereby or now or
hereafter existing at law or in equity or by statute.
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Every power or remedy given hereby to the Lessor/Mortgagee or
to which the Lessor/Mortgagee may be otherwise entitled, may
be exercised, concurrently or independently, from time to time
and as often as may be deemed expedient by the
Lessor/Mortgagee, and the Lessor/Mortgagee may pursue
inconsistent remedies.
(b) Upon the occurrence and during the continuance of a Lease
Event of Default, the Lessor/Mortgagee, in addition to and not
in lieu of or in diminution of the rights and remedies
provided above shall have all of the rights and remedies of a
secured party under the UCC, which rights and remedies may be
exercised without application to any court to the extent
permitted by the UCC.
(c) It is the intent of the parties hereto that the Master Lease
be treated as a secured borrowing as provided in Section 3B
above, and that, upon the occurrence and during the
continuance of a Lease Event of Default, the Lessor/Mortgagee
shall have remedies provided for herein. In the event that,
notwithstanding the intention of the parties, a court of
competent jurisdiction determines that, for the purpose of
remedies, the transaction contemplated by the Master Lease
constitutes a leasing arrangement, the parties hereto
acknowledge and agree that the Lessor/Mortgagee shall have, as
a result of such determination, in addition to the remedies
set forth in this Section 3D(a) above, all of the rights and
remedies of a landlord provided for in Article XVI of the
Master Lease, provided that the parties hereto acknowledge and
agree that it is their intent that the Master Lease be
construed as provided in Section 3B above.
SECTION 4. Lessor/Mortgagee Grant. (a) The Lessor/Mortgagee hereby
unconditionally grants a security interest in and a Lien to the Lessee/Mortgagor
against all of the Lessor/Mortgagee's right, title and interest in and to the
Security Property, which Lien shall be effective only if the Lessor/Mortgagee
shall become the subject of any bankruptcy, insolvency or similar proceeding and
such proceeding shall result in the rejection of the Master Lease. Such Lien
shall secure the satisfaction of the Lessee/Mortgagor's right to damages and
other claims arising out of the rejection of the Master Lease to the extent and
in the manner provided for pursuant to the Operative Documents.
(b) The Lessee/Mortgagor agrees that the conditional Lien created in
paragraph (a) of this Section 4 will terminate upon the termination of the
Master Lease with respect to the Subject Property for any reason other than a
rejection of the Master Lease in connection with a bankruptcy, insolvency or
similar proceeding with respect to the Lessor/Mortgagee. Lessee/Mortgagor
covenants to promptly deliver any releases or reconveyances reasonably required
by Lessor/Mortgagee to evidence such termination of Lien.
(c) The Lien created in paragraph (a) of this Section 4 is junior and
subordinate in all respects to the Liens granted by the Lessee/Mortgagor in
favor of the Lessor/Mortgagee pursuant to this Supplement and the other
Operative Documents.
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SECTION 5. Ratification; Incorporation. Except as specifically modified
hereby, the terms and provisions of the Master Lease are hereby ratified and
confirmed and remain in full force and effect. The terms of the Master Lease (as
amended by this Supplement) are by this reference incorporated herein and made a
part hereof.
SECTION 6. Original Supplement. The single executed original of this
Supplement marked "THIS COUNTERPART IS THE ORIGINAL EXECUTED COUNTERPART" on the
signature page thereof and containing the receipt of the Lessor/Mortgagee
therefor on or following the signature page thereof shall be the original
executed counterpart of this Supplement (the "Original Executed Counterpart").
To the extent that this Supplement constitutes chattel paper, as such term is
defined in the Uniform Commercial Code as in effect in any applicable
jurisdiction, no security interest in this Supplement may be created through the
transfer or possession of any counterpart other than the Original Executed
Counterpart.
SECTION 7. Applicable Law; Certain Particular Provisions. This Supplement
shall be governed by and construed in accordance with the laws of the
jurisdictions identified in this Section 7 (the "Applicable Law") which shall
for most purposes be the laws of the State of New York; provided, however, that
the provisions of this Supplement relating to the creation, perfection and
enforcement of the lien and security interest created by this Supplement in
respect of the Subject Property and the exercise of each remedy provided hereby,
including the power of foreclosure or power of sale procedures set forth in this
Supplement, shall be governed by and construed in accordance with the internal
law of the State of Illinois, and each of the Lessor/Mortgagee and the
Lessee/Mortgagor agree to submit to jurisdiction and the laying of venue for any
suit on this Supplement in the State of Illinois. The terms and provisions set
forth in Schedule III attached hereto are hereby incorporated by reference as
though fully set forth herein. In the event of any conflict between the terms
and provisions contained in the body of the Master Lease (as amended by this
Supplement) and the terms and provisions set forth in Schedule III, the terms
and provisions set forth in Schedule III shall govern and control.
SECTION 8. No Merger of Title. There shall be no merger of the Master
Lease (as amended by this Supplement) or of the leasehold estate created thereby
by reason of the fact that the same Person may acquire, own or hold, directly or
indirectly, in whole or in part, (a) the Master Lease (as amended by this
Supplement) or the leasehold estate created thereby or any interest in the
Master Lease (as amended by this Supplement) or such leasehold estate, (b) the
fee estate or ground leasehold estate in the Subject Property, except as may
expressly be stated in a written instrument duly executed and delivered by the
Lessor/Mortgagee.
SECTION 9. Satisfaction of the Mortgage, Security Interest and Assignment
of Rents and Subleases. If the Lessee/Mortgagor complies with the provisions of
this Supplement and irrevocably pays and performs (to the reasonable
satisfaction of Lessor/Mortgagee) all of the Obligations secured hereby, in
accordance with the provisions of the Master Lease, as supplemented by this
Supplement and the other Operative Documents and in the manner and at the times
set forth therein, without deduction, fraud or delay, then and from thenceforth
this Supplement and the estate hereby granted and created in favor of the
Lessor/Mortgagee, shall cease and become void, anything hereinbefore contained
to the contrary notwithstanding.
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SECTION 10. Maximum Interest Rate. No provision of this Supplement or any
transaction related thereto shall require the payment or permit the collection
of interest or any other amount in excess of the maximum permitted by Applicable
Law. If any excess of interest or any other amount in such respect is herein or
any other Operative Document provided for, the Lessee/Mortgagor shall not be
obligated to pay such excess interest or any other amounts in excess of the
amount permitted by applicable law, and the right to demand the payment of any
such excess shall be and hereby is waived, and this provision shall control any
other provision of this Supplement and the other Operative Documents.
SECTION 11. Security Agreement and Fixture Financing Statement. This
Supplement is both a real property mortgage and a "security agreement" within
the meaning of the UCC. The Subject Property includes both real and personal
property and all other rights and interests, whether tangible or intangible in
nature, of Lessee/Mortgagor in the Subject Property. In Section 3.C (b) above,
Lessee/Mortgagor has granted to Lessor/Mortgagee, as security for the
Obligations, a security interest in the UCC Property to the full extent that the
UCC Property may be subject to the UCC. The information contained in this
Section 11 is provided in order that this Supplement shall comply with the
requirements of the UCC for mortgages to be effective as financing statement
filed as a fixture filing. The name of the "debtor" is ITT INDUSTRIES, INC.; the
name of the "secured party" is REXUS L.L.C.; the mailing address of the "secured
party" from which information concerning the security interest may be obtained
and the mailing address of the "debtor" are as set forth in Section 12 of this
Supplement. The types, or the items, of collateral covered hereby consist of the
UCC Property identified in Section 3.C which constitute fixtures or personal
property. The Lessor/Mortgagee is the record owner of the Land.
SECTION 12. Notices. For purposes of this instrument all notices shall be
in writing and must be given in the manner provided in Section 14.3 of the
Participation Agreement to the addresses set forth in Schedule V hereto.
SECTION 13. Counterpart Execution. This Supplement may be executed in any
number of counterparts and by each of the parties hereto in separate
counterparts, all such counterparts together constituting but one and the same
instrument.
[Signature Blocks on Following Page]
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IN WITNESS WHEREOF, each of the parties hereto has caused this Supplement
to be duly executed by an officer thereunto duly authorized as of the date and
year first above written.
REXUS L.L.C., as Lessor/Mortgagee
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇
Title: President
ITT INDUSTRIES, INC., as Lessee/Mortgagor
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇
-----------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇
Title: Senior Vice President,
Treasurer and Director of Tax
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Schedule I
Legal Description
That part of the South half of the South half of Section 20; Township 41 North,
Range 13, East of the Third Principal Meridian, described as follows:
Beginning at the North East corner of the South East quarter of the South West
quarter of said Section; thence South on the East line of said South West
quarter, 164.89 feet to the North line of the South 2 1/2 acres of the North 5
acres of the West half of the South West quarter of the South East quarter of
said Section; thence East on said North line of South 2 1/2 acres of the North 5
acres of the West half of the South West quarter of the South East quarter of
said Section, 660.52 feet to the East line of the West half of the South West
quarter of the South East quarter of said Section; thence South on said East
line of the West half of the South West quarter of the South East quarter of
said Section, 494.76 feet to the South line of North 10 acres of the West half
of the South West quarter of the South East quarter of said Section; thence West
on the South line of North 10 acres of the West half of the South West quarter
of the South East quarter of said Section, 660.36 feet to the East line of the
South West quarter of said Section; thence North on East line of said South West
quarter 0.15 feet to South line of the North half of the South East quarter of
the South West quarter of said Section 20; thence West on said South line of the
North half of the South East quarter of the South West quarter of said Section,
264.29 feet to East line of the West 1 1/2 acres of the East 5 1/2 acres of the
South half of the South half of the South West quarter of said Section; thence
South on said East line of West 1 1/2 acres of the East 5 1/2 acres of the South
half of the South half of the South West quarter of said Section to South line
of North 310 feet of the East 12 acres of the South half of the South half of
the South West quarter of said Section; thence West on said South line of North
310 feet of East 12 acres of the South half of the South half of the South West
quarter of said Section, 508.88 feet to East line of West 20 feet of East 12
acres of the South half of the South half of the South West quarter of said
Section; thence South on the East line of said West 20 feet of the East 12 acres
of the South half of the South half of the South West quarter of said Section,
298.77 feet to a point 50 feet North of the South line of the South West quarter
of said Section 20; thence West on a line parallel to and 50 feet North of South
line of the South West quarter of said Section, 35 feet; thence North on a line
parallel to and 15 feet West of the West line of the East 12 acres of the South
half of the South half of the South West quarter of said Section, 359 feet and 5
inches; thence North Easterly 42.95 feet to a point on West line of East 12
acres of the South half of the South half of the South West quarter of said
Section, said point being 449 feet 5 inches North of South line of said South
West quarter of said Section 20; thence North on West line of East 12 acres of
the South half of the South West quarter of said Section, 209.34 feet to South
line of the North half of the South East quarter of the South West quarter of
said Section; thence West on said South line of the North half of the South East
quarter of the South West quarter of said Section, 461.44 feet to Easterly line
of the Chicago, Milwaukee, St. ▇▇▇▇ and Pacific Railroad right of way; thence
northwesterly on said Easterly line of the Chicago, Milwaukee, St. ▇▇▇▇ and
Pacific railroad right of way, 353.0 feet to North line of the South half of the
North half of the South West quarter of the South West quarter of said Section;
thence East on said North line of the South half of the North half of the South
West quarter of the South West quarter of said Section, 73.65 feet to West line
of the South East quarter of the South West quarter of said
Section; thence North on West line of said South East quarter of the South West
quarter of said Section, 329.13 feet to North line of the South East quarter of
the South West quarter of said Section; thence East on said North line of the
South East quarter of the South West quarter of said Section, 1315.35 feet to
place of beginning, as shown on the plat of survey made by Chicago Guarantee
Survey Company dated August 15, 1963, No. 6307019. Except from the above that
part thereof conveyed by Quit Claim Deeds to the Village of Morton Grove,
Illinois, for road purposes recorded as documents 18992719 and 19036359 in ▇▇▇▇
County, Illinois. The legal descriptions of said part thereof conveyed are set
forth in said Quit Claim Deeds as follows:
The East 33 feet of the North 1/2 of the Southeast 1/4 of the Southwest 1/4
(except that part convey to Chicago, Milwaukee, St. ▇▇▇▇ and Pacific Railroad)
of Section 20, Township 41 North, Range 13 East of the Third Principal Meridian,
in ▇▇▇▇ County, Illinois, and
The East 33 feet of the South 2-1/2 acres of the North 10 acres of the West 1/2
of the Southwest 1/4 of the Southeast 1/4 of Section 20, Township 41 North,
Range 13, East of the Third Principal Meridian in ▇▇▇▇ County, Illinois, and
The West 33 feet of the South 7-1/2 acres of the North 10 Acres of the West 1/2
of the Southwest 1/4 of the Southeast 1/4 of Section 20, Township 41 North,
Range 13, East of the Third Principal Meridian in ▇▇▇▇ County, Illinois, and
The East 33 feet of the South 5 acres of the North 7-1/2 acres of W ▇/▇, ▇▇ ▇/▇,
▇▇ 1/4 of Section 20, Township 41 North, Range 13 East of the Third Principal
Meridian ▇▇▇▇ County, Illinois.
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Schedule II
Additional Permitted Property Liens
NONE
Schedule III
Local Law Provisions
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Schedule IV
Defined Terms
"Appurtenant Rights" means, with respect to the Land and the Subject
Property, (i) all agreements, easements, rights of way or use, rights of ingress
or egress, privileges, appurtenances, tenements, and other rights and benefits
at any time belonging or pertaining to the Land and the Subject Property,
including the use of any streets, ways, alleys, vaults or strips of land
adjoining, abutting, adjacent or contiguous to the Land and (ii) all permits,
licenses and rights, whether or not of record, appurtenant to the Land and (iii)
all of the Lessee/Mortgagor's right, title and interest in all general
intangibles relating to the design, development, operation, management and use
of the Subject Property, all certificates of occupancy, zoning variances,
building, use or other permits, approvals, authorizations and consents obtained
from and all materials prepared for filing or filed with any Governmental
Authority in connection with the development, use, operation or management of
the Subject Property, all construction, service, engineering, consulting,
leasing, architectural and other similar contracts concerning the design,
construction, management, operation, occupancy and/or use of the Subject
Property, all architectural drawings, plans, specifications, soil tests,
feasibility studies, appraisals, environmental studies, engineering reports and
similar materials relating to any portion of or all of the Subject Property, and
all payment and performance bonds or warranties or guarantees relating to the
Subject Property, all to the extent assignable.
"Equipment" means any equipment the removal of which could reasonably be
expected to affect the value or utility of the Land or the Subject Property,
taken together or separately, including heating, electrical, switch gear, power
supply, lighting, plumbing, ventilation, air conditioning and air cooling
systems, refrigerating equipment, generators, locking and unlocking equipment,
communication systems, sprinkler system and fire prevention systems, security
systems and fixtures of all kinds; provided, however, that the term "Equipment"
shall expressly exclude all inventory, furniture and furnishings.
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Schedule V
Notice Information
LESSEE/MORTGAGOR
ITT INDUSTRIES, INC.
▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇ ▇▇▇▇▇, Treasurer
with a copy to:
Red Oak Corporate Park
▇ ▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇, International Tax Counsel
LESSOR/MORTGAGEE
REXUS L.L.C.
Societe Generale (Canada) as Lessor Administrator
1501 ▇▇▇▇▇▇ College
Bureau ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇ ▇▇▇
▇▇▇▇▇▇
Attention: Manager, Treasury & Loan Servicing Group
with a copy to:
Rexus L.L.C.
Societe Generale, New York Branch
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attention: President
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