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HomeMy WebLinkAbout03-2932THE PROVIDENT BANK, Plaintiff THE GENERAL CASTING COMPANY, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 03- ./c~3d_~ CIVIL ACTION - LAW PRAECIPE TO FILE AND INDEX FOREIGN JUDGMENT TO THE PROTHONOTARY: Pm:suant to the Uniform Enforcement of Foreign Judgments Act, 42 Pa.C.S.A. § 4306, please file and index the attached certified copies of the docket entries and pleadings which evidence a judgment entered on July 29, 2002, in the total mount of $11,954,157.89, along with attorneys' fees and expenses, in favor of Plaintiff, The Provident Bank, and against Defendant, The General Casting Company, in the Court of Common Pleas of Franklin County, Ohio and docketed at case no. 02CVH07-8335. Attached hereto as Exhibit A and incorporated herein by reference are certified copies of the pleadings filed in case no. 02CVH07-8335. Attached hereto as Exhibit B and incorporated herein by reference is a certified copy of the docket for case no. 02-CVH07-8335. A copy of the required Affidavit of Last Known Address of the Defendant is attached hereto as Exhibit C. Date: June 20, 2003 McNEES V)(ALLACE & NUR/CK LLC Clayt)gn W. ~avidson, Esquire Attcfmey I.D. No. 79139 P.O. Box 1166 100 Pine Street Harrisburg, PA 17108-1166 Phone: (717) 237-5496 Exhibit A IN THE COURT OF COMMON PLEAS OF FRANKLIN COUNTY, OHIO THE PROVIDENT BANK ONE EAST FOURTH STREET CINCINNATI, OH 44044 Judgment Creditor CASE NO. 02CVH07 8335 THE GENERAL CASTING COMPANY 1080 CLEVELAND STREET GRAFTON, OH 44044 SOUTH BEND REAL PROPERTY, INC. 220 W ECKMAN STREET SOUTH BEND, IN 46614 SOUTH BEND ACQUISITION CORPORATION 220 W. ECKMAN STREET SOUTH BEND, IN 46614 Judgment Debtors CERTIFICATION OF OFFICIAL RECORD ~ ~ ! I, a Judge of this Court, certify that John O~Grady is the Clerk of Common Pleas of . '~ ~L ~- ~ this Court and his certification of the plead'~, records and docket file'"'-d in thins cas~iis~u&e a~n~- ''~ Date: e ~'~ CLERK OF THE COURT OF COMMON PLEAS FRANKLIN COUNTY JOHN O'GRADY CLERK OF COURTS THE STATE OF OHIO Franklin county, ss I, John O' Grady Clerk of the Courts of Common Pleas within and for said County, hereby certify the above and foregoing is, truly taken and copied from the original papers now file in my office. Containing Witness my hand and seal of said Court this __ A.D. 2003. CLERK OF THE COURTS OF COMMON PLEAS number of papers. day or 369 SOUTH HIGH STREET COLUMBUS, OHIO 43215-4579 614-462-3600 THE PROVIDENT BANK C~ EAST FOURTH STREET CINCINNATi OHIO 45202 County, ObHo THE PROVIDENT BANK Plaintiff VS THE GENERAL CASTING Cov~AN'~t:al Defendant Commenced 7-29- X~X 02 VS Judgment Creditor ...... Judgment Rendered Judgment For For the Sum of 7-29- x~ 02 PLAINTIFF $ 11/954 157~89 THE GENERAL CASTING COMPANY and interest at per cent IO80 CLEVELAND STREET GRAETON OHIO 44044 From 7-29- ,I~K 02 SOUTH BEND REAL PROPERTY INC Costs of $ 220 W ECKMAN STREET Clerk's Office $ SOUTH BEND INDIANA 46614 ATTY FOR CREDITOR (S): ANECA E LASLE~5 Judgment Debtor ...... ( 0072366 ) FRANKL IN STATE OF OHIO, County I, JOHN O'GRADY , Clerk of the Court of Common Pleas within and for said County, and in whose custody the Files, Journals, and Records of said Court are required by the Laws of The State of Ohio to be kept, do hereby certify that the foregoing is taken and copied from the original records of said court andthatitisatrueandc°rrectCertificate°fsaidJudjK%ern/~ -~',,'r-. ~-~ WITNESS my signature and the seal of said Court, this AUGUST ,7~)X 02 . FRANKLIN COUNTY CLERK OF COURTS FRANKLIN COUNTY COMMON PLEAS COURT 3RD FL CIVIL n,xz 369 S. HIGH ST. ~DGEMENT LIEN DOCKET COLUMBUS, OHIO 43215-45.1~J),IN COUNTY CLERX OF COMMON # COC-CV--23 REV. 2/01 By Oem~ :~erk - -: I5~_H da~Of JOHN O'GRADY < Deputy Clerk THE PROVIDENT BANK ONE EAST FOURTH STREET CINCINNATI OHiO 44044 CERTIFICATE OF JUDGMENT Rev. Cod. Sees. 2329.02,04 ~) ~ ~__,~. ~ q_ &/~.~) Court of Common Pleas 9 0 3 5 0 H 0 Com ,Oh o CASE NO. 02C¥H07-8335 THE PROVIDENT BANK Pla[ntiff VS THE GENERAL CASTING CO~AN~ al Defendant Commenced 7-29- ~,x 02 VS Judgment Creditor ...... Judgment Rendered 7-29- ~q}. 02 Judgment For PLAINTIFF For the Sum of $ 11.954.157.00 THE GENERAL CASTING COMPANY and interest at per cent 1080 CLEVELAND STRES~I~ GRAFTON OHIO 44044 From 7-29- , ~ 02 SOUTH BEND ACQUISITION CORPORATION Costs of $ 220 W ECKMAN Clerk's Office $ SOUTH BEND INDIANA 46614 ATTY FOR CREDITOR (S): JOSEPH P RODGERS Judgment Debtor ...... (0069783 STATE OF OHIO, .J, FRANKLIN County I, ~ c~,cD GRADY , Clerk of the Court of Common Pleas~>.ithine~nd fq~gid Co~ty, and in ~osp~ustody the FHes, Journals, and Records of smd Co~ are reqmred by ~aw~fTh~te of Ohfu to be ke~, d~ereby cem~ that the foregoing ~s taken and cop~ed from the o~gin~ords~s~m and that ~t ~ a tree an~ co~ect Cemficate of smd Judgment. WITNESS my signature and the seal of said CouP, this 2XST day of AUGUST , ~ 02. FRANKLIN COUNTY CLERK OF COURTS FRANKLIN COUNTY COMMON PLEAS COURT 369 S. HIGH ST. 3RD FL CIVIL DIV. COLUMBUS, OHIO 43215-4579 COC-CV--23 REV. 2/01 By JOHN O' GRADY Deputy Clerk COC-CV-89/A~I (Rev 5-2000) PRAECIPE REQUEST FOR FILING CERTIFICATE OF JUDGMENT LIEN (2329.02 O.R.C.) IN THE COURT OF COMMON PLEA~ 9 9 t~ 9 C 0 ~ FRANKLIN COUNTY, OHIO THE PROVIDENT BANK FH~N¢S ~ CASE NO. 02CVH07 8335 PLAINTI -VS- / THE GENERAL CASTING COMPANY, liT AIL DEFENDANT(S) TO THE CLERK: ISSUE A CERT~ICATF OF JUDG. MENT LIEN IN FAVOR O~': ! THE PROVIDENT BANK (1) JUDGMENT CREDITOR ~ Name~ ONE EAST FOURTH STREET CINCINNATI (Address) (City) AGAINST: JUDGMENT DEBTOR (1) 1080 CLEVELAND STREET (Address) OHIO · (_S~tate) THE GENERAL CASTING COMPANY * ~ (Name) GRAFTON OHIO (City) (State) AGAINST: JUDGMENT DEBTOR (2) 220 W. ECKMAN (Address) SOUTH BEND ACQUISITION CORPORAT~/ (Name~ SOUTH BEND / //q INDIANA (City) (State) FRANKLIN COUNTY LIEN NO. TOTAL JUDGMENT AMOUNT $ 11,954,157.00 -~ '" JULY 29, 2002 DATE FROM ~ COST $ J~2.~~ DATE OF JUDGMENT /rn~tul JOSEPH P. RODGERS / k Fr~ W / ATTORNEY NAME [ 1 ~' / (Please Print) ~ CUYAHOGA, OHIO ISSUED TO FOREIGN COUNTY (County Name) LIST ADDITIONAL CREDITORS OR DEBTORS ON PAGE 2 INTEREST % 0069783 (Sup. Ct. Reg. No.) ( 44044 (Zip) 44044 (Zip) 46614 (Zip) IN THE COURT OF COMMON PLEAS, FRANKLIN COUNTY, OHIO 899h9CO THE PROVIDENT BANK, One East Fourth Street Cincinnati, Ohio 45202, Plaintiff, : CASE NO. 02CVH07 : JUDGE THE GENERAL CASTING COMPANY : 1080 Cleveland Street Grafton, Ohio 44044, : SOUTH BEND REAL PROPERTY, INC. : 220 W. Eckman Street South Bend Indiana 46614, : SOUTH BEND ACQUISITION CORPORATION 220 W. Eckman Street South Bend, Indiana 46614, Defendants. 6-5 ~ ENTRY OF JUDGMENT IN FAVOR OF PLAINTIFF TIlE c~_ ~ PROVIDENT BANK AND AGAINST DEFENDANTS o~ c~ PURSUANT TO WARRANT OF ATTORNEY TO CONFESS (xa ~:_ JUDGMENT L~J Tht~cause came to be heard upon Plaintiff's Complaint For Breach of Contract on Cognovit Revolving Credit Note and Cognovit Term Promissory Note, against Defendants. The original warrant of attorney having been exhibited to the Court, and an Answer having been filed which, pursuant to a valid warrant of attorney, confesses judgment in favor of Plaintiff and against Defendants, it is hereby: ADJIIDGED and DECREED that judgment sh~ll~l~,[4a~iflr~oy is, ORDERED, entered in favor of Plaintiff The Provident Bank and against Defendants The General Casting Company and South Bend Acquisition Corporation, jointly and severally, in the amount of $5,101,254.32, and against Defendants The General Casting Company, South Bend Acquisition Corporation and South Bend Real Property, Inc., jointly and severally, in the amount of $6,852,903.57, plus reasonable attorneys' fees and expenses incurred as a result of this action. This is a final order, the appeal of wt~ there is no just reason for delay. Dated at Columbus, Ohio this%~ ]'~2y of July, 2002. in hio Court of Common Pleas -2- COC-CV-89/A-I (Rev. 5-2000) PRAECIPE REQUEST FOR FILING CERTIFICATE OF JUDGMENT LIEN (2329.02 IN THE COURT OF COMMON PLEAS FRANKLIN COUNTY, OHIO THE PROVIDENT BANK PLAINTIFF'S CASE NO. 02CVH07 8335 THE GENERAL CASTING COMPANY, ET AL. DEFENDANT(S) TO THE CLERK: ISSUE A CERTIFICATE THE PR~ (1) JUDGMENT CREDITOR (Name ONE EAST FOURTH STREET (Address) AGAINST:  NT LIEN TI IN FAVOR OF: JUDGMENT DEBTOR (1) 1080 CLEVELAND STREET (Address) AGAINST: JUDGMENT DEBTOR (2) 220 W. ECKMAN THE GENERAL CASTING COMPANY SOUT. BEN 7 SITION ORPORATION (Name) ///,4?UTH BEND (Address) .~././///"" '~City) FRANKLIN COUN I'Y LIEN NO. 11,954,157.00 TOTAL JUDGMENT AMOUNT $ DATE FROM JULY 29, 2002 DATE OF JUDGMENT JULY 29, 2002 JOSEPH P. RODGERS ATTORNEY NAME (Please Print) OitlO (State) INDIANA INTEREST % ,~~ST $ ~5~ P~/x'x,x 0069783 ~ (Sup. Ct. Reg. No.) ISSUED TO FOREIGN COUNTY LORAIN, OHIO (County Name) LIST ADDITIONAL CREDITORS OR DEBTORS ON PAGE 2 44044 .i (Zip) 44044 (Zip) 46614 (Zip) PRAECIPE REQUEST FOR FILING CERTIFICATE OF JUDGMENT LIEN (2329.02 O.R.C.) IN THE COURT OF COMMON PLEAS FRAN~IN COUNTY, OHIO THE PROVIDENT BANK [ ~x 02CVH07-8335 -vs- PLAINTIFF'S/ ~,\x,[ CASE NO. THE GENERAL CASTING COMPANY, et al., 1~ \\ DEFENDANT(S) ~ TO THE CLERK: ISSUE A CERTIFICATE CF JUDGMENT LIEN IN FAVOR OF: (1) JUDGMENT CREDITOR THEPRO~IDENTB^NK \ (Name) I CINCINNA( ~gHtO ONE EAST FOURTH STREET t \ r-- (Address) t (City) \ ~tai~j AGAINST: , \ THE GENERAL STING COMPA JUDGMENT DEBTOR (1) (Name) ~ 1080 CLEVELAND STREET RAFTON '~ ~OHI~ (Address) (Oi~ty) ~Sta~) AGAINST: \'\ / SOUTH BEND REAL PROPERTY/I~?. JUDGMENT DEBTOR (2) (Name) \/ 220 W. ECKMAN STREET SOUTH B~,D' INDIANA (Address) ( C i.byg" x,, (State) FRANKLIN TOTAL JUDGMENT AMOUNT $ 11,954,157.89 INTEREST % JULY 29, 2002 DATE FROM COST $ JULY 29, 2002 DATE OF JUDGMENT ATTORNEY NAME ANECA E. LASLEY ~ f/~.~ (0072366) _.~. ~.. ~[~lease Print) (Sup. Ct. Reg. No,) ¢,f/k. tl OhiO I$8OE1~"1'O- OREIGN COUNTY 23 (County Name) LIST ADDITIONAL CREDITORS OR DEBTORS ON PAGE 2 45202 (Zip) ~ 7 44044 46614 (Zip) ( ) THE PROVIDENT BANK, One East Fourth Street Cincinnati, Ohio 45202, IN THE COURT OF COMMON PLEAS, FRANKLIN COUNTY, OHIO Plaintiff, : CASE · ' JUDGE THE GENERAL CASTING COMPANY : 1080 Cleveland Street Grafton, Ohio 44044, : SOUTH BEND REAL PROPERTY, INC. : 220 W. Eckman Street South Bend Indiana 46614, : SOUTH BEND ACQUISITION CORPORATION 220 W. Eckman Street South Bend, Indiana 46614, Defendants. C~his:!_~ause ENTRY OF JUDGMENT IN FAVOR OF PLAINTIFF THE PROVIDENT BANK AND AGAINST DEFENDANTS ~PURSUANT TO WARRANT OF ATTORNEY TO CONFESS JUDGMENT came to be heard upon Plaintiff's Complaint For Breach of Contract on Cognovit Revolving Credit Note and Cognovit Term Promissory Note, against Defendants. The original warrant of attorney having been exhibited to the Court, and an Answer having been filed which, pursuant to a valid warrant of attorney, confesses judgment in favor of Plaintiff and against Defendants, it is hereby: ORDERED, ADJUDGED and DECREED that judgment-~hereby is, entered in favor of Plaintiff The Provident Bank and against Defendants~~J~ee Gen~~ ~a~ting Company and South Bend Acquisition Corporation, jointly and severally, in the amount of $5,101,254.32, and against Defendants The General Casting Company, South Bend Acquisition Corporation and South Bend Real Property, Inc., jointly and severally, in the amount of $6,852,903.57, plus reasonable attorneys' fees and expenses incurred as a result of this action. This is a final order, the appeal of wt~ there is no just reason for delay. Dated at Columbus, Ohio this2~-~~/'~ay of July, 2002. IT IS SO ORDER Jtad'ge~,, Franklin ' ommon Pleas -2- THE PROVIDENT BANK, One East Fourth Street Cincinnati, Ohio 45202, IN THE COURT OF COMMON PLEAS, FRANKLIN COUNTY, OHIO Plaintiff, v. : JUDGE THE GENERAL CASTING COMPANY 1080 Cleveland Street Grafton, Ohio 44044, SOUTH BEND REAL PROPERTY, INC. 220 W. Eckman Street South Bend Indiana 46614, SOUTH BEND ACQUISITION CORPORATION 220 W. Eckman Street South Bend, Indiana 46614, Defendants· COMPLAINT FOR BREACH OF CONTRACT ON COGNOVIT NOTES Plaintiff The Provident Bank ("Provident") for its Complaint against Defendants The General Casting Company ("General Casting"), South Bend Real Property, Inc. ("South Bend Real") and South Bend Acquisition Corporation ("South Bend Acquisition") (collectively "Defendants") states as follows: PARTIES ~951 7~t ? 1. Provident is an Ohio banking corporation with principal business offices located at One East Fourth Street, Cincinnati, Ohio 45202. 2. Defendant General Casting is an Ohio corporation with its principal place of business located at 1080 Cleveland Street, Grafton, Ohio 44044. 3. Defendant South Bend Real is an Indiana corporation with its principal place of business located at 220 W. Eckman Street, South Bend, Indiana 46614. 4. Defendant South Bend Acquisition is an Indiana corporation with its principal place of business located at 220 W. Eckman Street, South Bend, Indiana 46614. JURISDICTION AND VENUE 5. Venue and jurisdiction are appropriate in this Court pursuant to the Ohio Rules of Civil Procedure and applicable law, including, without limitation, Rules 3(B)(3) and (6) of the Ohio Rules of Civil Procedure. 6. Franklin County is an appropriate forum under Ohio law in which to prosecute the cognovit provisions contained in the Revolving Credit Note and Term Promissory Note, which form the basis for this action. ALLEGATIONS COMMON TO ALL CLAIMS 7. On or about March 23, 2001, Provident made loans to Defendants in the total sum of sixteen million five hundred thousand dollars ($16,500,000), which Defendants are obligated to repay as evidenced by, and in accordance with the terms of, a Revolving Credit Note, a copy of which is attached hereto as Exhibit A, and a Term Promissory Note, a copy of which is attached hereto as Exhibit B (collectively, the "Notes"). -2- 8. Defendants' debt to Provident is also represented by an Amended and Restated 0 9 ~ t~e]l~ertitants and Loan and Security Agreement (the "Loan Agreement") among and between Provident dated March 23, 2001 that is incorporated by reference in both the Notes. 9. Pursuant to the Revolving Credit Note, General Casting and South Bend Acquisition jointly and severally promised to pay to Provident the principal amount of eight million five hundred thousand dollars ($8,500,000) plus interest. 10. Pursuant to the Term Promissory Note, Generally Casting, South Bend Acquisition and South Bend Real jointly and severally promised to pay to Provident the principal amount of eight million dollars ($8,000,000) plus interest. 11. The Revolving Credit Note contains a warrant of attorney authorizing confession of judgment against General Casting and South Bend Acquisition in the event that the indebtedness evidenced thereby becomes due. 12. The Term Promissory Note contains a warrant of attorney authorizing confession of judgment against General Casting, South Bend Acquisition and South Bend Real in the event that the indebtedness evidenced thereby becomes due. 13. The aggregate outstanding obligation owed to Provident under the Revolving Credit Note is riVE MILLION ONE HUNDRED ONE THOUSAND TWO HUNDRED FIFTY-FOUR DOLLARS AND THIRTY-TWO CENTS ($5, I01,254.32). 14. The aggregate outstanding obligation to Provident under the Term Promissory Note is SlX MILLION EIGHT HUNDRED FIFTY-TWO THOUSAND NINE HUNDRED THREE DOLLARS AND ~IFTY-SEVEN CENTS ($6,852,903.57). -3- 15. Defendants defaulted on the Notes by, inter alia,~,f~fling to make required payments of principal and interest and failing to perform adequately otl~er obligations aue under the Notes. 16. Defendants are aware of and have acknowledged the existence and the continuation of their default. 17. As a result of Defendants' default under the Notes, the total amount owed to Provident on the Notes is ELEVEN MILLION NINE HUNDRED FIFTY-FOUR THOUSAND ONE HUNDRED FIFTY-SEVEN DOLLARS AND EIGHTY-NINE CENTS ($11,954,157.89), and the same is now due and payable to Provident. COUNT I Against General Casting and South Bend Acquisition for Confession of Judgment on the Revolving Credit Note 18. Provident incorporates by reference, as if fully rewritten herein, the allegations contained in paragraphs 1-17 above. 19. The Revolving Credit Note, and the Loan Agreement incorporated by reference therein, represents a legally enforceable contractual agreement of General Casting and South Bend Acquisition. All conditions to their performance under the Revolving Credit Note were performed or have occurred. 20. General Casting and South Bend Acquisition defaulted on the Revolving Credit Note and are indebted, jointly and severally, to Provident in the amount of $5,101,254.32 in principal and unpaid interest as of July 29, 2002. This amount is presently due and payable to Provident. -4- 21. The Revolving Credit Note contains a warrant of attorne~ t~ l;onfess judgment against General Casting and South Bend Acquisition and in favor of Provident. The Re o! lng Credit Note and the Loan Agreement were made for a business purpose and did not arise out The Revolving Credit Note was executed in Franklin County, of a consumer transaction. Ohio. 22. Pursuant to the Revolving Credit Note, General Casting and South Bend Acquisition are indebted, jointly and severally, to Provident in the amount of $5,101,254.32. Provident is entitled to judgment against General Casting and South Bend Acquisition, jointly and severally, in the amount of $5,101,254.32, plus reasonable attorneys' fees and expenses. COUNT II Against Defendants for Confession of Judgment on the Term Promissory Note 23. Provident incorporates by reference, as if fully rewritten herein, the allegations contained in paragraphs 1-22 above. 24. The Term Promissory Note, and the Loan Agreement incorporated by reference therein, represents a legally enforceable contractual agreement of Defendants. All conditions to Defendants' performance under the Term Promissory Note were performed or have occurred. 25. Defendants defaulted on the Term Promissory Note and are indebted, jointly and severally, to Provident in the amount of $6,852,903.57 in principal and unpaid interest as of July 29, 2002. This amount is presently due and payable to Provident. 26. The Term Promissory Note contains a warrant of attorney to confess judgment against Defendants and in favor of Provident. The Term Promissory Note and the Loan -5- Agreement were made for a business purpose and did not arise out of a consumer transaction. The Revolving Credit Note was executed in Franklin County, Ohio. '~ ~ ~ I 7 d 0 I 27. Pursuant to the Term Promissory Note, Defendants are indebted, jointly and severally, to Provident in the amount of $6,852,903.57. Provident is entitled to judgment against Defendants in the amount of $6,852,903.57, plus reasonable attorneys' fees and expenses. WHEREFORE, Plaintiff The Provident Bank demands judgment in its favor and against Defendants The General Casting Company, South Bend Acquisition Corporation and South Bend Real Property, Inc. as follows: On Count I, that the Court enter judgment against Defendants The General Casting Company and South Bend Acquisition Corporation, jointly and severally, and in favor of Provident in an amount equal to $5,101,254.32; On Count II, that the Court enter judgment against Defendants The General Casting Company, South Bend Acquisition Corporation and South Bend Real Property, Inc., jointly and severally, and in favor of Provident in an amount equal to $6,852,903.57; and That the Court issue an Order awarding Provident reasonable attorneys' fees and expenses. Respectfully submitted, Aneca E. Lasley (0072ff66) SQUIRE, SANDERS 8~ DEMPSEY L.L.P. 1300 Huntington Center 41 South High Street Columbus, Ohio 43215-6197 (614) 365-2700 (Telephone) (614) 365-2499 (Facsimile) Attorney for Plaintiff Provident Bank -6- $8,500,000 REVOLVING CREDIT NOTE 396 1 7Joz Columbus, Ohio M archog~_, 2001 On or before May 1, 2002, for value received, the undersigned, THE GENERAL CASTING COMPANY, an Ohio cm-poration and SOUTH BEND ACQUISITION CORP., an Indiana corporation (the "Borrowers"), hereby jointly and severally promise to pay to the order of THE PROVIDENT BANK, an Ohio banking corporation (the "Bank") or its assigns, as further provided herein, the principal amount of Eight Million Five Hundred Thousand Dollars ($8,500,000) or, if such principal is less, the aggregate unpaid principal amount of all revolving loans made by the Bank to the Borrowers pursuant to this Revolving Credit Note under the Agreement referred to in Section 1 hereof, together with interest on the unpaid principal balance from time to time outstanding hereunder until paid in full at the rates determined in accordance with the provisions of Section 2 of the Agreement, payable on the last Banking Day of each month commencing March 31,200l. Both principal and interest are payable in federal funds or other immediately available money of the United States of America at the Main Office of the Bank, I0 West Broad Street, Columbus, Ohio 43215. Section 1. Loan Agreement. This Revolving Credit Note is the Revolving Credit Note referred to in the Amended and Restated Loan and Security Agreement dated as of the date hereof(the "Agreement") among the Borrowers, South Bend Real Property, Inc. and the Bank, as the stone may be amended, modified or supplemented from time to time, which Agreement, as amended, is incorporated by reference herein. All capitalized terms used herein shall have the same meanings as are assigned to such terms in the Agreement. This Revolving Credit Note is entitled to the benefits of and is subject to the terms, conditions and provisions of the Agreement. The Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the happening of certain stated events, and also for repayments and reborrowings on account of the principal hereof prior to maturity upon the terms, conditions and provisions specified. Section 2. Confession of Judgment. The undersigned and all indorsers authorize any attorney at law, including an attorney engaged by the holder, to appear in any court of record in Columbus, Ohio, after the indebtedness evidenced hereby, or any part thereof, becomes due and waive the issuance and service of process and confess judgment against any one or more than one of the undersigned and all indorsers in favor of the holder, for the amount then appearing due, together with costs of suit and, thereupon, to release all errors and waive all rights of appeal and stay of execution, but no such judgment or judgments against any one of the undersigned shall be a bar to a subsequent judgment or judgments against any one or more than one of such persons against whom judgment has not been obtained hereon. The foregoing warrant of attorney shall survive any judgment; and if any judgment be vacated for any reason, the holder hereof nevertheless may thereafter use the foregoing warrant of attorney to obtain an additional judgment or judgments against the undersigned m~d all indorsers or any one or more of them. -1- EXHIBIT The undersigned and all indorsers hereby expressly waive any conflict of interest that the holder's attorney may have in confessing such judgment against such partig ~ ~x~.e~ly~consent to the confessing attorney receiving a legal fee from the holder for confessing sficl'I j~fllgrnent against such parties. Notwithstanding the foregoing, the Bank shall not use Arter & Hadden to confess judgment against the Borrowers. Section 3. Waiver of Jury Trial. THE BANK AND THE BORROWERS HEREBY VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE BANK AND THE BORROWERS ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE BORROWERS AND THE BANK IN CONNECTION WITH THIS NOTE, THE AGREEMENT, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED 1N CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS RELATED HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO ENTER iNTO THE FINANCING TRANSACTIONS WITH THE BORROWERS. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE BANK'S ABILITY TO PURSUE ITS REMEDIES INCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS NOTE, THE AGREEMENT OR ANY OTHER DOCUMENT RELATED HERETO OR THERETO. Section 4. Nature of Oblieations. The Obligations hereunder are joint and several and a separate action or actions may be brought and prosecuted against any Borrower regardless of whether any action is brought against the other Borrowers or whether the other Borrowers are joined in any such action(s). The Borrowers may be sued together or any of them may be sued separately without first, contemporaneously or subsequently, suing the others. The Bank may compromise with any of the Borrowers for less than all of the amounts owing hereunder and under the Loan Documents and release any of the Borrowers from all further liability to the Bank for the amounts owing hereunder and under the Loan Documents all without impairing the rights of the Bank to demand and collect the balance of the amounts owing hereunder and under the Loan Documents from the other Borrowers not so sued or released. There shall be no duty or obligation of the Bank to exhaust any remedy in law or in equity against any Borrower before bringing suit or instituting proceedings of any kind against the other Borrowers. The Borrowers and all sureties, endorsers and guarantors of this Term Note (a) waive demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices, filing of suit and diligence in collecting this Term Note, (b) agree to any release of any party primarily or secondarily liable thereon, and (c) consent to any extension or postponement of time of payment of this Term Note and to any other indulgence with respect hereto without notice thereof to any of them. The Obligations are irrevocable and may only be discharged by the full and timely payment of the amounts owing by the Borrowers hereunder and thereunder and will not be discharged, released, altered or modified by any other action or omission of any Person, on any -2- one or more occasions, including, without limitation (a) the amendment,tggtdification or waiver of any of the Loan Documents or any performance due hereunder ~r~t~el[e~[~0/,(b) the impairment, grant, exchange, release, surrender or disposal of any Collateral, (c) the release or discharge of a Borrower's Obligations, (d) the existence or assertion by any Borrower of any personal defense to its Obligations including, without limitation, bankruptcy, (e) the exercise, pursuit or waiver of any right or remedy that the Bank may have at any time, (f) the Bank's failure to give notice to any Borrower of the occurrence of any default in a Borrower's performance under any of the Loan Documents, (g) the taking or omission to take any action under any of the Loan Documents, (h) the Bank's release or discharge of any Guaranty or accommodation with respect to the Obligations, (i) the impossibility or illegality of performance by the Borrowers or (j) any change in the corporate organization of the Bank. If any Borrower shall at any time pay any sums on account of any Obligation or take any other action in performance of any Obligation, such Borrower shall be subrogated to the rights, powers, privileges and remedies of the Bank in respect of such Obligation; provided that all such fights of subrogation and all claims and indebtedness arising therefrom shall be, and the such Borrower hereby agrees that the same are, and shall be at all times, in all respects subordinate and junior to all the remaining Obligations, and provided, further, that such Borrower hereby agrees that it shall not seek to exercise any such rights of subrogation, reimbursement, exoneration, or indemnity whatsoever or any rights of recourse to any security for any of the Obligation unless or until all the Obligations shall have been indefeasibly paid in full. Each Borrower hereby represents and warrants that it has not received any promissory note from the other Borrowers or entered into any other written or oral agreement with the other Borrowers to the effect that such Borrower will be reimbursed or indemnified by the other Borrowers if such Borrower makes any payments under the Loan Documents, and has not received the property of the other Borrowers as security for any such reimbursement. Each Borrower hereby covenants and agrees that such Borrower will not, at any time, accept a promissory note or enter into any written or oral agreement with any other Borrower which has the effect of reimbursing or indemnifying such Borrower for any payments that it may make under the Loan Documents, accept any property of any other Borrower as security for any such reimbursement, or make any claim for reimbursement or indemnity or that such Borrower should be subrogated to the rights of the Bank against the other Borrowers. The waivers, representations, warranties, covenants and agreements contained in this paragraph are for the benefit of and may be enforced by the Bank and the Borrowers and their respective successors and assigns, including without limitation any trustee in bankruptcy of any Borrower. -3- This Note was executed in Columbus, Ohio as of the date first written a~o~ ! 7 ~j 0 5 V~'~R~II~IlC,:~ ~i~,/SJGNING T:..I, IIS;I~APER-..YOU.,GI:yE: UP:~t'~QUI(!I~.I,G'HT.4ro :l. JOUg~[ ..~:[Jl~l, AtnJJ,~llE. l't~)~ F.l{b ~H(~A L;OUE'U,X~ANgllE USED, II~~I~S~i..[,TIIE' CR EDITOR;:Y WltlCTHEI{-r~OI{[~(RE~UI~NISD: ,G~AIJ, I.Y.GOOI)S, FAILURE ON IIIS PART TO CO5[1~! h~ ITlt . _ . SOUTH BEND ACQUISITION CORPO_R~TION THE GENERAL CASTING COMPANY Name: ~_~ ~u~ '~1~0 Name: ~-, ~g-Axtlc D~0 Its: 't)~5 ~O~q 3-- Its: ~e~tp~t~T 230734.1 63620/83473 -4- TERM PROMISSORY NOTE I 7do $8,000,000 Columbus, Ohio MarclO~_, 2001 For value received, the undersigned, THE GENERAL CASTING COMPANY, an Ohio corporation ("Parent"); SOUTH BEND ACQUISITION CORPORATION, an Indiana corporation; and SOUTH BEND REAL PROPERTY, INC., an Indiana corporation (collectively, the "Borrowers"), hereby jointly and severally promise to pay to the order of THE PROVIDENT BANK, an Ohio banking corporation (the "Bank") or its assigns, as further provided herein, the principal amount of Eight Million Dollars ($8,000,000) in 84 consecutive monthly installments of principal plus one additional installment of principal on December 31, 200I, in the amounts provided for in Section 2 hereof, the first of such installments to be due and payable on May 1, 2001 and the remaining such installments to be due and payable on thc first day of each calendar month until May l, 2008 when any remaining unpaid principal and interest shall be paid in full. Interest on the unpaid principal balance hereunder at the rates of interest determined in accordance with Section 2 of the Agreement (as such term is defined in Section 1 below) shall be due and payable monthly on the first day of each calendar month commencing on May 1, 2001. Both principal and interest are payable in federal funds or other immediately available money of the United States of America at the Main Office of the Bank, 10 West Broad Street, Columbus, Ohio 43215. Section 1. Loan Agreement. This Term Promissory Note is the Term Note referred to in the Amended and Restated Loan and Security Agreement dated as of the date hereof (the "Agreement") among the Borrowers and the Bank, as the same may be amended, modified or supplemented from time to time, which Agreement, as amended, is incorporated by reference herein. All capitalized terms used herein shall have the same meanings as are assigned to such terms in the Agreement. This Term Note is entitled to the benefits of and is subject to the terms, conditions and provisions of the Agreement. The Agreement, among other things, contains provisions for acceleration of the maturity hereof upon the bappening of certain stated events, upon the terms, conditions and provisions specified. Section 2. Principal Payments. The principal hereof shall be payable in consecutive monthly installments in the amount of $83,333 plus one additional installment of $1,000,000 due on December 31, 2001, until May I, 2008, at which time all remaining unpaid principal shall be paid in full. Section 3. Confession of Judgment. The undersigned and all indorsers authorize any attorney at law, including an attorney engaged by the holder, to appear in any court of record in Columbus, Ohio, after the indebtedness evidenced hereby, or any part thereof, becomes due and waive the issuance and service of process and confess judgment against any one or more than one of the undersigned and all indorsers in favor of the holder, for the amount then appearing due, together with costs of suit and, thereupon, to release all errors and waive all rights of appeal -1- EXHIBIT and stay of execution, but no such judgment or judgments against any one o~ecucd~rsigned shall be a bar to a subsequent judgment or judgments against any one or mor~~ tt:/&~ c/no/o~ ~hc_~h persons against whom judgment has not been obtained hereon. The foregoing warrant of attorney shall survive any judgment; and if any judgment be vacated for any reason, the holder hereof nevertheless may thereafter use the foregoing warrant of attorney to obtain an additional judgment or judgments against the undersigned and all indorsers or any one or more of them. The undersigned and all indorsers hereby expressly waive any conflict of interest that the holder's attorney may have in confessing such judgment against such parties and expressly consent to the confessing attorney receiving a legal fee from the holder for confessing such judgment against such parties. Notwithstanding the foregoing, the Bank shall not use Arter & Hadden to confess judgment against the Borrower. Section 4. Waiver of Jury Trial. THE BANK AND THE BORROWERS HEREBY VOLUNTARILY, IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUND ~n',lG IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE BANK AND THE BORROWERS ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THE BORROWERS AND THE BANK 1N CONNECTION WITH THIS NOTE, OR ANY OTHER AGREEMENT OR DOCUMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THEREWITH OR THE TRANSACTIONS RELATED HERETO OR THERETO. THIS PROVISION IS A MATERIAL INDUCEMENT TO THE BANK TO ENTER INTO THE FINANCING TRANSACTIONS WITH THE BORROWERS. IT SHALL NOT IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY THE BANK'S ABILITY TO PURSUE ITS REMEDIES iNCLUDING, BUT NOT LIMITED TO, ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION CONTAINED IN THIS NOTE, THE SECURITY DOCUMENTS OR ANY OTHER DOCUMENT RELATED HERETO OR THERETO. Section 5. Nature of Oblil~ations. The Obligations hereunder are joint and several and a separate action or actions may be brought and prosecuted against any Borrower regardless of whether any action is brought against the other Borrowers or whether the other Borrowers are joined in any such action(s). The Borrowers may be sued together or may of them may be sued separately without first, contemporaneously or subsequently, suing the others. The Bank may compromise with any of the Borrowers for less than all of the amounts owing hereunder and under the Loan Documents and release any of the Borrowers from ali further liability to the Bank for the amounts owing hereunder and under the Loan Documents all without impairing the rights of the Bank to demand and collect the balance of the amounts owing hereunder and under the Loan Documents from the other Borrowers not so sued or released. There shall be no duty or obligation of the Bank to exhaust any remedy in law or in equity against any Borrower before bringing suit or instituting proceedings of any kind against the other Borrowers. The Borrowers and all sureties, endorsers and guarantors of this Term Note (a) waive demand, presentment for payment, notice of nonpayment, protest, notice of protest and all other notices, filing of suit and diligence in collecting this Term Note, (b) agree to any release of any party primarily or secondarily liable thereon, and (c) consent to any extension or postponement of time of payment -2- of this Term Note and to any other indulgence with respect hereto without notice thereof to any of them. The Obhgatmns are ~rrevocable and may only be dmcharged by the ft/ll~-~d/tjh~,j~lt~ payment of the amounts owing by the Borrowers hereunder and thereunder and will not-b'~ discharged, released, altered or modified by any other action or omission of any Person, on any one or more occasions, including, without limitation (a) the amendment, modification or waiver of any of the Loan Documents or any performance due hereunder or thereunder, (b) the impairment, grant, exchange, release, surrender or disposal of any Collateral, (c) the release or discharge of a Borrower's Obligations, (d) the existence or assertion by any Borrower of any personal defense to its Obligations including, without limitation, bankruptcy, (e) the exercise, pursuit or waiver of any right or remedy that the Bank may have at any time, (f) the Bank's failure to give notice to any Borrower of the occurrence of any default in a Borrower's performance under any of the Loan Documents, (g) the taking or omission to take any action -. under-any of-the Loan Documentsr (h) the Bap. k's-release or discharge of any Guaranty or accommodation with respect to the Obligations, (i) the impossibility or illegality of performance by the Borrowers or (j) any change in the corporate organization of the Bank. If any Borrower shall at any time pay any sums on account of any Obligation or take any other action in performance of any Obligation, such Borrower shall be subrogated to the rights, powers, privileges and remedies of the Bank in respect of such Obligation; provided that all such rights of subrogation and all claims and indebtedness arising therefrom shall be, and the such Borrower hereby agrees that the same are, and shall be at all times, in all respects subordinate and junior to all the remaining Obligations, and provided, further, that such Borrower hereby agrees that it shall not seek to exemise any such rights of subrogation, reimbursement, exoneration, or indemnity whatsoever or any rights of recourse to any security for any of the Obligation unless or until all the Obligations shall have been indefeasibly paid in full. Each Borrower hereby represents and warrants that it has not received any promissory note from the other Borrowers or entered into any other written or oral agreement with the other Borrowers to the effect that such Borrower will be reimbursed or indemnified by the other Borrowers if such Borrower makes any payments under the Loan Documents, and has not received the property of the other Borrowers as security for any such reimbursement. Each Borrower hereby covenants and agrees that such Borrower will not, at any time, accept a promissory note or enter into any written or oral agreement with any other Borrower which has the effect of reimbursing or indemnifying such Borrower for any payments that it may make under the Loan Documents, accept any property of any other Borrower as security for any such reimbursement, or make any claim for reimbursement or indemnity or that such Borrower should be subrogated to the rights of the Bank against the other Borrowers. The waivers, representations, warranties, covenants and agreements contained in this paragraph are for the benefit of and may be enforced by the Bank and the Borrowers and their respective successors and assigns, including without limitation any trustee in bankruptcy of any Borrower. -3- IN THE COURT OF COMMON PLEAS, FRANKLIN COUNTY, OHIO THE PROVIDENT BANK, One East Fourth Street Cincinnati, Ohio 45202, Plaintiff, Vo CASE NO. 0 ~ CV H 0"~ JUDGE 8 5 THE GENERAL CASTING COMPANY 1080 Cleveland Street Grafton, Ohio 44044, SOUTH BEND REAL PROPERTY, INC. 220 W. Eckman Street South Bend Indiana 46614, SOUTH BEND ACQUISITION CORPORATION 220 W. Eckman Street South Bend, Indiana 46614, Defendants. PROMISSORY NOTE 1. Now comes Defendants The General Casting Company, South Bend Real Property, Inc. and South Bend Acquisition Corporation, by Aneca E. Lasley, an attorney at law in a court of record in the State of Ohio who, by virtue of a warrant of attorney to confess judgment contained in a Revolving Credit Note and Term Promissory Note attached to Plaintiff's Complaint as Exhibits A and B, respectively, does hereby: (a) enter an appearance for Defendants; (b) waive the issuance of service of process herein; (c) confess judgment in favor of Plaintiff and against Defendants The General Casting Com~nJy0a/ndTS~t~th~ Bend Acquisition Corporation in the amount of $5,101,254.32 plus reasonable attorneys' fees and expenses; and (d) confess judgment in favor of Plaintiff and against Defendants The General Casting Company, South Bend Acquisition Corporation and South Bend Real Property, Inc. in the amount of $6,852,903.57 plus reasonable attorneys' fees and expenses. 2. The undersigned hereby releases all errors and waives ali rights of appeal and stay of execution regarding the judgments confessed on behalf of Defendants, according to the provisions of, and as authorized by, the above-referenced warrant of attorney to confess judgment. 3. undersigned and of Plaintiff, are as follows: The General Casting Company 1080 Cleveland Street Grafton, Ohio 44044 South Bend Real Property, Inc. 220 W. Eckman Street South Bend, Indiana 46614 South Bend Acquisition Corporation 220 W. Eckman Street South Bend, Indiana 46614 The last known addresses of Defendants, to the best knowledge of the -2- WHEREFORE, the undersigned requests that judgment be rendered: ~ 9 6 ! 7 d t 2 In favor of Plaintiff and against Defendants The General Casting Company and Real Property Acquisition Corporation, jointly and severally, in an amount equal to $5,101,254.32, plus reasonable attorneys' fees and expenses; and In favor of Plaintiff and against Defendants The General Casting Company, South Bend Acquisition Corporation and South Bend Real Property, Inc., jointly and severally, in an amount equal to $6,852,903.57, plus reasonable attorneys' fees and expenses. Respectfully submitted, Aneca E. Lasley (00723ff6) SQUIRE, SANDERS &~DEMPSEY L.L.P. 1300 Huntington Center 41 South High Street Columbus, Ohio 43215-6197 (614) 365-2700 (Telephone) (614) 365-2499 (Facsimile) Attorney for Defendants -3- . Fra~mqin County Justice System Page 1 of I CASE: TITLE: C~GNOI#T CASE STATUS: LEGAL: LIHE ~: I DATE SUB#ACTN .':' · ,'. '": .:'.:.' ",.. ;~ ~hV ........... ' 01 072902 0001 5410C REQ - CE~ 01 D~GENERAL CA,rING COMPAq. O~COURTOF~ F~ankUn County, s$~ 8A~OCOU,~. : GO~8 IS TRULY TA~<EN AND~OPIED.FI~OU 1~ ',ORIGINAL ......... !~ow ON F~LE Fra~klin County Justice System Page 1 of 1 JOHN O!..~,..,CLERK O~ ~ll~,CO ,I.IN,~,,,~ ~,~eN. PLEA$ cOL[ffil ;'.', ...... ~l ~ ~ DM~'~A~T ~'1~i~. .' "'~:,' ' .:, .... ~: ...... ~"' · : ~I ..... COG~O~ ..~ ,'. u ..... '.,- · ... · TITLE: PEOVIDENT BANK -VS- OEN~'CASTINO CQ~NY '... ""... ', ..... . r.M~ FILING DATE: 072902 ASSIGHED LOCA~IO~; 8C MU[I~PLI: N MULT'D~I.Y CASE STATUS: LEGAL: CLO FINAH~',ACT CAusEi..'OTHER CIVIL '. DAlE SUB~ACTH DESC~PIION ". ' =.:." 072902 0013 6530 072902 0012 6834 .~TTY APR A~E~A A LASLE¥'~,ENERAL CAb-31INO COMPANY:'I ~OSIT- FOE:~I~TS 3?' .0O '~:,i~OVIDENT' E~ "'":" 'i ":' 01 03 072902 0011 9850C JI'J~GEA$SIGN~LORIO 66 · ". 04 072902 0010 5308 COMP 05 072902 0009 6530:' 06 072902 0006:['6875 07 072902000~J6.',6.30 06 072902 0008'.86~5 09 072902 0006"6660 10 072902 0004 86~0 07~902 000~ s410c ~m~b~RV-C~ 01 12 072902 0002 54106 REQFOES~EV-CER?;!iliil '=il. !=1 ,'.' · Frar&lin County Justice System Page 1 of I CASE: TITLE: FILING DATE: 072902 ASSIGNEii'i:2OCAi:ION; '6CmuLT P£'T: N MULT DEE: Y CASE STATUS: LEGAL: CLO:" FIIIA~CL: AC? C~RUSE: .'OTHER~CML DATE SUB#ACTU UE$CI~aTIOI'! PRAEC REO FIErNO CO ' · JOSEPH P.',RODO .~."~ PRO~!DENTiBANR ,':,' 12 072902 0014 5608 PeerLogicli 01 082102 0005 6808 02 082102 0004 6530 93 082102 0003 6675 04 052102 0002 6530 05 082102 0001:6808 06 081502 0002 6675 = 07 081502 000t ~508 98 981402 o85' 09 072902'0016:W,000 :.!T~ 10 072902 0015 0100 ~ Franldin County Justice System CASE: TITLE: PROVIDENT BANK.~:¥S' GENERAL O'ASTINO CO,~PAN.Y, FILING DATE: 072902 ASSI~':IED'fiOCITION::: 6~',' M~T ~LT: N~::: M~LT e CASE STATUS: LEGAL: ~LO 'FINANCL: ACT':'". C~USE~'..O~ER~i~L "::' LINE ~ {' DATE SUB~ACT~ DESC~PTIOI' 01 ~1002 0~01 7712 RETURN CERT OF JO ~2 0~0402 ~0~ 7712 RETURNCERTOF JO ~30S2S02 0002 63~0 $~V ~ ~,. .:' O~ 082~02 0001 ~310 08 082202 0003 58~0 Page 1 of 1 ,.,.. ' 081'2702 ~OUTH BEND REJI;/- PROPER'T:? 08 082202 0002 5810 10 0822(~2 0001 5810 ! 12 082102 0008 6675 Exhibit C THE PROVIDENT BANK, Plaintiff THE GENERAL CASTING COMPANY, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. CIVIL ACTION - LAW AFFIDAVIT I, Clayton W. Davidson, Esquire, affirm that I am the attorney for the Plaintiff, The Provident Bank; that I am authorized to make this affidavit on its behalf; and that the following statements are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S.A. § 4904 (relating to unswom falsification to authorities). 1. The name and last known address of the judgment debtor, The General Casting Company, is 1080 Cleveland Street, Grafion, Ohio, 44044. 2. The name and address of the judgment creditor, The Provident Bank, is One East Fourth Street, Cincinnati, Ohio, 45202. 3. The judgment in favor of Plaintiff, The Provident Bank, and against the Defendant, The General Casting Company, was entered on July 29, 2002, in the total sum of $11,954,157.89, along with attorneys' fees and expenses, in the Court of Common Pleas of Franklin County, Ohio and docketed at case no. 02CVH07-8335 and is valid, enforceable and tmsatisfied. Under penalty of perjury, I attest that the foregoing statement is true and correct to the best of my knowledge, information, and belief. /') ~ Clayton ~. Davi~lff6n, Esquire Dated: June 20, 2003 THE PROVIDENT BANK, : Plaintiff : v. : NO. 2003-02932 THE GENERAL CASTING COMPANY, : Defendant : CIVIL ACTION - LAW IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA PRAECIPE FOR WRIT OF EXECUTION To the Prothonotary: Issue a writ of execution for the judgment entered in the above matter, (1) directed to the sheriffof Cumberland County; (2) against The General Casting Company, defendant; (3) and index this writ against The General Casting Company in the following amount due: Amount due: $11,954,157.89 Interest: $ Costs: $ (to be added) TOTAL: $11,954,157.89' *along with interest accruing from and following July 29, 2002, attorneys' fees and expenses, costs and cost of suit. Please proceed to levy upon and sell the real property of The General Casting Company described as follows: Commercial real property consisting of approximately 14.50 acres located at 222 North Queen Street, Shippensburg Township, Cumberland County, Pennsylvania, having tax parcel number 36-33-1867-100 and being further described in Deed Book 35 E, Page 1144 in the Cumberland County Recorder of Deeds Office sagt~ei~ ~ar~,-~en/~. Dated: December 3, 2003 McNEES WALLACE & NLrRICK LLC Clayton W~q)avidson, Esquire Attorney I.D. No. 79139 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff, The Provident Bank WRIT OF EXECUTION and/or ATTACHMENT COMMONWEALTH OF PENNSYLVANIA) NO03-2932 Civil COUNTY OF CUMBERLAND) CIVIL ACTION - LAW TO THE SHERIFF OF CUMBERLAND COUNTY: To satisfy the debt, interest and costs due THE PROVIDENT BANK Plaintiff (s) From THE GENERAL CASTING COMPANY 222 NORTH QUEEN STREET SHIPPENSBURG PA 17257 (1) You are directed to levy upon the property of the defendant (s)and to sell SEE LEGAL DESCRIPTION. (2) You are also directed to attach the property of the defendant(s) not levied upon in the possession of GARNISHEE(S) as follows: and to notify the garnishee(s) that: (a) an attachment has been issued; (b) the garnishee(s) is enjoined from paying any debt to or Ibr the account of the defendant (s) and from delivering any property of the defendant (s) or otherwise disposing thereof; (3) If property of the defendant(s) not levied upon an subject to attachment is found in the possession of anyone other than a named garnishee, you are directed to notify him/her that he/she has been added as a garnishee and is enjoined as above stated. Amount DueS 11,954,157.89 L.L.$0.50 Interest ACCRUING FROM AND FOLLOWING 7/29/02 Atty's Comm % Due Prothy $1.00 Any Paid $ 37.50 COSTS PlaintiffPaid Date: DECEMBER 3 2003 Other CostsATTORNEYS' FEES & EXPENSES (Seal) REQUESTING PARTY: Name CLAYTON W DAVIDSON ESQ Address: 100 PINE STREET, P O BOX 1166 HARRISBURG, PA. 17108-1166 CURTIS R. LONG Protho~ary Deputy Attorney for: PLFF Telephone: (717) 232-8000 Supreme Court ID No. 79139 THE PROVIDENT BANK, Plaintiff THE GENERAL CASTING COMPANY, Defendant IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NO. 2003-02932 C1VIL ACTION - LAW WRIT OF EXECUTION COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND TO THE SHERIFF OF CUMBERLAND COUNTY, PENNSYLVANIA: To satisfy the judgment, interest and costs against The General Casting Company, defendant, in the above captioned case: Please proceed to levy upon and sell the real property of The General Casting Company described as follows: Commercial real property consisting of approximately 14.50 acres located at 222 North Queen Street, Shippensburg Township, Cumberland County, Pennsylvania, having tax parcel number 36-33-186%100 and being further described in Deed Book 35 E, Page 1144 in the Cumberland County Recorder of Deeds Office and being more particularly described in Exhibit A attached hereto. Amount due: $11,954,157.89 Interest: $ Costs: $ (to be added) TOTAL: $11,954,157.89' *along with interest accruing from and following July 29, 2002, attorneys' fees and expenses, costs and cost of suit. DATE: Prothonotary Plaintiff hereby certifies that the last known address of the The General Casting Company is 222 North Queen Street, Shippensburg, Pennsylvania, 17257. McNEES WALLACE & NURICK LLC Dated: December 3, 2003 By C~ [ayt6n W. ;.I~..vids..o~n, Esquire Attorney I.D. No. 79139 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff, The Provident Bank Address: 222 North Queen Street, Shippensburg, PA, Cumberland County Tax Map: 36-33-1867-100 Record Book: 35-E, 1144 ~fld fourteen b~adredC~$ C~.~&) Zeat ~o ~ oat iron plo; ~L~ty CS~) dakota, ~W~tv~hFeo C~3) mlnu~ef, ~eR CI0) THE PROVIDENT BANK, Plaintiff THE GENERAL CASTING COMPANY, Defendant IN THE COURT OF COMMON PLEAS CLrMBERLAND COUNTY, PENNSYLVANIA NO. 2003-02932 CIVIL ACTION - LAW AFFIDAVIT PURSUANT TO RULE 3129.1 Clayton W. Davidson, Esquire, of McNees Wallace & Nurick LLC, Attorneys at Law, sets forth, as of the date the Praecipe for Writ of Execution was filed, the following information concerning the real property, including all improvements constructed thereon, all that certain lot or parcel or ground consisting of approximately 14.50 acres located at 222 North Queen Street, Shippensburg Township, Cumberland County, Pennsylvania, having tax parcel number 36-33-1867-100 and being further described in Deed Book 35 E, Page 1144 in the Cumberland County Recorder of Deeds Office and being more particularly described in Exhibit A attached hereto. Name and address of Owners or Reputed Owners: The General Casting Company 222 North Queen Street Shippensburg, PA 17257 Name and address of Defendant in the judgment: The General Casting Company 222 North Queen Street Shippensburg, PA 17257 {A494233:} 3. Name and address of every judgment creditor whose judgment is a record lien on the real property to be sold: Farmers Bank and Trust Company, n/k/a Manufacturers and Traders Trust Company 213 Market Street Harrisburg, PA 17101-2141 (Senior Lienholder) The Provident Bank 1 East Fourth Street Cincinnati, OH 45202 Process Recovery Corp. c/o Thomas W. Beaver, Esquire 540 Court Street P.O. Box 542 Reading, PA 19603 Name and address of the last recorded holder of every mortgage of record: Farmers Bank and Trust Company, n/k/a Manufacturers and Traders Trust Company 213 Market Street Harrisburg, PA 17101-2141 (Senior Lienholder) Name and address of every other person who has any record lien on the property: The Provident Bank 1 East Fourth Street Cincinnati, OH 45202 Process Recovery Corp. c/o Thomas W. Beaver, Esquire 540 Court Street P.O. Box 542 Reading, PA 19603 6. Name and address of every other person who has any record interest in the property and whose interest may be affected by the sale: NONE. {A494233:} 2 7. Name and address of every other person of whom the Plaintiff has knowledge who has any interest in the property which may be affected by the sale: None I verify that the statements made in this affidavit are true and correct to the best of my personal knowledge or information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa.C.S. §4904 relating to unswom falsification to authorities. Dated: December 3, 2003 McNEES WALLACE & NURICK LLC By Clayt/~ ~(d~s~on, Esquire Attorney I.D. No. 79139 100 Pine Street P. O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff, The Provident Bank {A494233:} Address: 222 North Queen Street, Shippensburg, PA, Cumberland County Tax Map: 36-33-1867-100 Record Book: 35-E, 1144 poAn~ bs~n% SmJth tort~ %%V0 C463 degrees, fL'ftT-sl~ (Se) Wemt t~on uti( ~ero hundredth C~.OO) feo~ ko ~.aot ~ren plo; tortuous and %n~y-CoGr hG~dFedth~ C%4A.A4) f~s~,t~.~,fa~ E E E THE PROVIDENT BANK, : Plaintiff : v. : NO. 2003-02932 THE GENERAL CASTING COMPANY, : Defendant : CIVIL ACTION - LAW IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY, PENNSYLVANIA NOTICE OF SHERIFF'S SALE OF REAL ESTATE PURSUANT TO PENNSYLVANIA RULE OF CIVIL PROCEDURE 3129.1 TAKE NOTICE: That the Sheriff's Sale of Real Property (real estate) will be held: DATE: WEDNESDAY, MARCH 3, 2004 TIME: 10:00 O'CLOCK A.M. LOCATION: Cumberland County Courthouse One Courthouse Square Carlisle, PA 17013-3387 THE PROPERTY TO BE SOLD is delineated in detail in a legal description mainly consisting of a statement of the measured boundaries o£the property, together with a brief mention of the buildings and any other major improvements erected on the land. (SEE DESCRIPTION ATTACHED) THE LOCATION of your real property to be sold is: Commercial real property consisting of approximately 14.50 acres located at 222 North Queen Street, Shippensburg Township, Cumberland County, Pennsylvania, having tax parcel number 36-33-1867-100 and being further described in Deed Book 35 E, Page 1144 in the Cumberland County Recorder of Deeds Office. THE JUDGMENT under or pursuant to which your properties are being sold is docketed in the within Commonwealth and County to: The Provident Bank v. The General Castin~ Company, No. 2003-02932. THE NAME OF THE OWNER OR REPUTED OVqNER of the real property is: The General Casting Corot)any. A SCHEDULE OF DISTRIBUTION, being a list of the persons and/or governmental or corporate entities or agencies being entitled to receive part of the proceeds of the sale received and to be disbursed by the Sheriffwill be filed by the Sheriff of this County thirty (30) days after the sale and distribution of the proceeds of sale in accordance with this schedule will, in fact, be made unless someone objects by filing exemptions to it within ten (10) days of the date it is filed. Information about the Schedule of Distribution may be obtained from the Sheriff of the Court of Common Pleas of the within County at the Courthouse address specified herein. THIS PAPER IS A NOTICE OF THE TIME AND PLACE OF THE SALE OF YOUR PROPERTY. IT HAS BEEN ISSUED BECAUSE THERE IS A JUDGMENT AGAINST YOU. IT MAY CAUSE YOUR PROPERTY TO BE HELD, TO BE SOLD OR TAKEN TO PAY THE JUDGMENT. You may have legal rights to prevent your properties from being taken away. A lawyer can advise you more specifically of these fights. If you wish to exercise your rights, YOU MUST ACT PROMPTLY. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET FREE LEGAL ADVICE: Cumberland County Bar Association 2 Liberty Avenue Carlisle, PA 17013 (800) 990-9108 THE LEGAL RIGHTS YOU MAY HAVE ARE: 1. You may file a petition with the Court of Common Pleas of the within County to open the judgment if you have a meritorious defense aga'mst the person or company that has entered judgment against you. You may also file a petition with the same Court if you are aware ora legal defect in the obligation or the procedure used against you. 2. After the Sheriff's Sale you may file a petition with the Court of Common Pleas of the within County to set aside the sale for a grossly inadequate price or for other proper cause. This petition MUST BE FILED BEFORE THE SHERIFF'S DEED IS DELIVERED. 3. A petition or petitions raising the legal issues or rights mentioned in the preceding paragraphs must be presented to the Court of Common Pleas of the within County. The petition must be served on the attorney for the creditor or on the creditor before presentation to the court and a proposed order or role must be attached to the petition. Ifa specific return date is desired, such date must be obtained from the Court Administrator's Office - Civil Division, of the within County Courthouse, before a presentation of the petition to the Court. A copy of the Writ of Execution is attached hereto. McNEES WALLACE & NURICK LLC By Clayton WldDavidson, Esquire I.D. No. 79139 100 Pine Street, P.O. Box 1166 Harrisburg, PA 17108-1166 (717) 232-8000 Attorneys for Plaintiff Address: 222 North Queen Street, Shippensburg, PA, Cumberland County Tax Map: 36-33-1867-100 Record Book: 35-E, 1144 dm tnrt~ one ~n~ %ne~y roar · D, Bec. C, P.b,S,, AB &88~, " Te%eS~dp~ Oazpaf~t&on, at G~. h~ DaSd dxted Odtoba~ xed ~ena~ded Lu Deed ueo~ 'g', ¥oZume Bo, Pegs d~Oa ~dnVa~d to THE PROVDENT BANK, Plaintiff THE GENERAL CASTING COMPANY, Defendant TO THE PROTHONOTARY: 1N THE COURT OF COMMON PLEAS CUMBEI:LLAND COUNTY, PENNSYLVANIA NO. 2003-02932 CIVIL ACTION - LAW PR-4ECIPE TO RELEASE JUDGMENT LIEN The Provident Bank does hereby release and forever discharge the real property being known as North Queen Street, Shippensburg, Pennsylvania, having tax parcel number 36-33- 1867-100 and being more particularly described in Record Book 35 E, Page 1144 in the Cumberland County Recorder of Deeds Office, from the operation and effect of its judgment obtained on June 20, 2003, in the mount orS11,954,157.89, along with attorneys' fees and expenses (the "Judgment") against The General Casting Company in the above captioned case. The Judgment shall remain in full force and effect as a lien against any other real property owned by The General Casting Company which is not released hereunder. Date: January 6, 2004 McNEES WALLACE & NURICK LLC By_ (~D~idson, Esquire Attorney I.D. No. 79139 P.O. Box 11.66 100 Pine Street Harrisburg, PA 17108-1166 Phone: (717) 237-5496 ,~ttorneys for The Provident Bank The Provident Bank VS The General Casting Company In the Court of Common Pleas of Cumberland County, Pennsylvania Writ No. 2003-2932 Civil Term R. Thomas Kline, Sheriff, who being duly sworn according to law, states this writ is returned STAYED pursuant to instructions from Attorney Clayton Davidson. Sheriff's Costs: Docketing 30.00 Poundage 2.19 Mileage 13.80 Levy 15.00 Surcharge 20.00 Law Library .50 Prothonotary 1.00 Share of Bills 29.32 $111.81 paid by attorney 01/07/04 Sworn and subscribed to before me This day o f V,b~7 Prothonotary R. Thomas Kline, Sheriff Real E~tate Deputy