exh10-7_mortage.htm


     

    
      

      

    

     

     

     

     

     

     

     

     

    EXHIBIT 10.7

     

    INDUSTRIAL DEVELOPMENT REVENUE BONDS,

    CONSTRUCTION MORTGAGE, ASSIGNMENT OF LEASES
AND

    RENTS AND FIXTURE FILING DATED FEBRUARY 28,
2007

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      


    

    
      


    

    
      Document No.

    

    
 

    


    


    CONSTRUCTION
MORTGAGE,

    ASSIGNMENT
OF LEASES AND RENTS

    AND
FIXTURE FILING

     

    


     

    
      	 	 	
              Return
      to:    

            	
              Lisa R.
      Lange, Esq. 

            
	 	 	 	White Hirschboeck
      Dudek S.C.
	 	 	 	
              One Ease
      Main St., Suite 300

              Madison, WI 
53703

            


    

     

    Given By:

     

    M & W
FIBERGLASS, LLC,

    a
Wisconsin limited liability company

    


    In favor
of:

    


    NEKOOSA
PORT EDWARDS STATE BANK

    Dated as
of February 28, 2007

    


    Relating
to:

    


    $4,000,000

    City of
Wisconsin Rapids, Wisconsin

    Industrial
Development Revenue Bonds, Series 2007A, 2007B and 2007C

    (Advanced
Fiberglass Technologies Project)

    


    


    This Is A
Construction Mortgage Within The Meaning of Wis. Stats. §409.334(8) and
§706.11(1m)

    This
Mortgage Secures Future Advances

    This is
Non-Homestead Property


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    CONSTRUCTION MORTGAGE,
ASSIGNMENT OF LEASES AND RENTS AND FIXTURE FILING

     

    THIS CONSTRUCTION MORTGAGE, ASSIGNMENT
OF LEASES AND RENTS AND FIXTURE FILING (the “Mortgage”) is made
and entered into as of the 28th day of
February, 2007, by M & W FIBERGLASS, LLC, a Wisconsin limited liability
company (the “Mortgagor”), in favor
of NEKOOSA PORT EDWARDS STATE BANK, as Trustee and as Original Purchaser of the
Bonds (the “Bank”).

    


    RECITALS

     

    A.           The
City of Wisconsin Rapids, Wisconsin (the “Issuer”), will issue
its Industrial Development Revenue Bonds, Series 2007A, 2007B and 2007C
(Advanced Fiberglass Technologies, Inc. Project) in the aggregate principal
amount of Four Million Dollars ($4,000,000) (the “Bonds”), pursuant to
a Bond Agreement dated as of February 28, 2007 (the “Bond Agreement”), by
and between the Issuer, the Mortgagor, Advanced Fiberglass Technologies, Inc., a
Wisconsin corporation (the “Corporation” and
together with the Mortgagor, Jamie L. Mancl and Jennifer Mancl, the “Borrower,”) Nekoosa
Port Edwards State Bank, as trustee (the “Trustee”) and Nekoosa
Port Edwards State Bank, as Original Purchaser (the “Original
Purchaser”).

     

    B.           The
proceeds derived from the issuance of the Bonds will be loaned to the Borrower
pursuant to the Bond Agreement, and used to finance a project consisting of (i)
the construction of an approximately 70,000 square foot manufacturing facility
located at 4400 Commerce Drive, in the City of Wisconsin Rapids, Wisconsin (the
“Facility”) to
be owned by Mortgagor and operated by the Corporation; and (ii) the acquisition
and installation of equipment at the Facility (collectively, the “Project”).

     

    C.           To
provide the funds to be loaned to the Borrower for payment of the costs of the
Project, the Issuer has contracted for the sale of the Bonds to the Original
Purchaser, and the Original Purchaser has agreed to purchase such Bonds in
reliance on Borrower’s agreement to the terms and conditions set forth in that
certain Credit Agreement dated as of February 28, 2007 by and between the
Borrower and the Original Purchaser (the “Credit
Agreement”).

     

    D.           It
is a condition precedent to the Original Purchaser’s obligation to purchase the
Bonds that the Mortgagor shall have executed and delivered this Mortgage to the
Bank to secure the Obligations (as defined in the Credit Agreement) and all
other indebtedness (whether presently existing or hereafter arising) of the
Mortgagor to the Bank.

    


    AGREEMENT

     

    In consideration of those obligations
as stated in the Recitals and to induce the Bank to enter into the Credit
Agreement and to purchase the Bonds, the Mortgagor hereby agrees with the Bank
as follows:

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
I

    DEFINITIONS

    


    1.01                      Definitions.  All
capitalized terms used herein and not otherwise defined herein shall have
meanings assigned to them in the Credit Agreement. The following terms used
herein have the meanings defined below:

     

                    (a)    Event of
Default:  shall have the same meaning assigned to such term in
Article V.

     

                    (b)    Insured
Casualty:  shall mean any insured damage to or destruction of
the Mortgaged Property or any part thereof.

     

                    (c)    Lease or Leases:
shall mean any lease of all or a portion of the Real Property.

     

                 (d)    Mortgaged
Property:  shall mean the Real Property together with all of
the other property and items described in Article II hereof, including the
Project.

     

                 (e)    Real
Property:  shall mean the land described in Exhibit A attached hereto and
made a part hereof, together with any and all easements, rights-of-way,
licenses, hereditaments, rights and privileges and appurtenances thereto,
together with any and all other land which may at any time hereafter be conveyed
by the Mortgagor to the Bank as security for the Secured
Obligations.

     

                    (f)    Secured Obligations:
shall have the meaning assigned to it in Article II.

     

     

    ARTICLE
II

    GRANTING
CLAUSE

     

    To secure the performance of all
covenants and agreements contained in this Mortgage, to secure the timely
payment and performance of the Obligations, to secure all other obligations and
indebtedness of the Borrower to the Bank, including without limitation all
obligations and indebtedness under the Bond Documents, the Credit Agreement and
the other Related Documents, together with all fees, charges, interest and other
amounts that may come due thereunder (all of the foregoing, the “Secured
Obligations”), the Mortgagor, by these presents does hereby mortgage,
grant, convey and assign to the Bank, its successors and assigns, with power of
sale, forever, all and singular their entire estate and interest, whether fee or
leasehold or otherwise, in the following described property,
to-wit:

    


    2.01                      Real
Property.  The Real Property.

     

    2.02                      Highways and
Thoroughfares.  All right, title and interest of Mortgagor, if
any, now or at any time hereafter existing, in and to all highways, roads,
streets, alleys and other public thoroughfares, bordering on or adjacent to the
Real Property, together with all right, title and interest 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    of
Mortgagor to the land making up such highways, roads, streets, alleys and other
public thoroughfares and all heretofore or hereafter vacated highways, roads,
streets, alleys and public thoroughfares adjoining or within the Real Property
or any part thereof.

     

    2.03                      Buildings and
Fixtures.  All buildings, structures, improvements, plants,
works and fixtures now or at any time hereafter located on any portion of the
Real Property, including the Project, and, without any further act, all
extensions, additions, betterments, substitutions and replacements
thereof.

     

    2.04                      Intangible Rights,
Rents.  All rights, privileges, permits, licenses, easements,
consents, tenements, hereditaments and appurtenances now or at any time
hereafter belonging to or in any wise appertaining to the Real Property or to
any property now or at any time hereafter comprising a part of the property
subject to this Mortgage; and all right, title and interest of Mortgagor,
whether now or at any time hereafter existing, in all reversions and remainders
to the Real Property and such other property, and all rents, income, issues,
profits, royalties and revenues derived from or belonging to such Real Property
and other property subject to this Mortgage or any part thereof.

     

    2.05                      Proceeds.  Any
and all proceeds of the conversion, whether voluntary or involuntary, of all or
any part of the Real Property and other property and interests subject to this
Mortgage into cash or liquidated claims, including, without limitation by reason
of specification, proceeds of insurance and condemnation awards and any and all
other property of every name and nature from time to time by delivery or writing
of any kind conveyed, mortgaged, pledged, assigned or transferred for additional
security for this Mortgage.

     

    TO HAVE AND TO HOLD all of the
foregoing (the “Mortgaged Property”)
unto the Bank, its successors and assigns, forever; provided that if the
Borrower pay all amounts required to be paid to the Bank under the Bond
Documents, the Credit Agreement and other Related Documents according to their
terms, make all other required payments and perform all other terms, conditions,
covenants and agreements contained in the Bond Documents, the Credit Agreement
and the other Related Documents, then this Mortgage shall cease and be
void.  If any improvements or property become a part of the Mortgaged
Property after the date hereof by location or installation on the Real Property
or in the building or buildings now or in the future situated thereon or
otherwise, then this Mortgage shall immediately attach to and constitute a lien
or security interest against such additional items without further act or deed
of Mortgagor.

    


    


    ARTICLE
III

    ASSIGNMENT OF LEASES AND
RENTS

     

    3.01                      Collateral Assignment of
Leases and Rents.  The Mortgagor does hereby conditionally as
and for collateral and as security for the Secured Obligations sell, assign,
transfer and set over unto the Bank, its successors and assigns, all of the
right, title and interest of the Mortgagor in, to and under the Leases,
including all amendments and supplements to and renewals and extensions of the
Leases at any time made; together with all rents, earnings, income, issues and
profits arising from the Project or from said Leases and all other sums due or
to become due under 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    and
pursuant thereto; together with any and all guarantees under any of said Leases;
together with all proceeds payable under any policy of insurance covering loss
of rents for any cause; together with all rights, powers, privileges, options
and other benefits of the Mortgagor, as lessor or sublessor, under the Leases,
including, but not limited to:  (i) the immediate and continuing right
to receive and collect all rents, income, revenues, issues, profits,
condemnation awards, moneys and security payable or receivable under the Leases,
or pursuant to any of the provisions thereof, whether as rent or otherwise, and
(ii) the right to make all waivers and agreements, to give and to receive all
notices, consents and releases, to take such action upon the happening of a
default under any Lease, including the commencement, conduct and consummation of
proceedings at law or in equity as shall be permitted under any provision of any
Lease or by law, and to do any and all other things whatsoever which the
Mortgagor is or may become entitled to do under the Leases; and together with
all other rights, powers, privileges, options and benefits of the Mortgagor in
connection with the Real Property, including, but not by way of limitation,
building permits, zoning variances, plans, specifications and contracts with
architects.

     

    3.02                      Remedies.  If
an Event of Default shall occur, the Mortgagor consents to and irrevocably
authorizes and directs the tenants under the Leases and any successors to the
interest of the tenants, upon demand and notice from the Bank of the Bank’s
right to receive the rents and other amounts under such Leases, to pay to the
Bank the rents and other amounts due or to become due under the Leases, and the
tenants shall have the right to rely upon such demand and notice from the Bank
without any obligation or right to determine the actual existence of the Bank’s
right to receive such rents and other amounts, notwithstanding any notice from
or claim of the Mortgagor to the contrary.  The Mortgagor shall have
no right or claim against any tenant for any such rents and other amounts so
paid by the tenant to the Bank.

     

    If any such Event of Default shall
occur, the Bank shall, at its option, have the complete right, power and
authority, to (i) enter upon, take and maintain possession of and operate the
Mortgaged Property, or any part thereof, together with all documents, books,
records, papers, and accounts relating thereto; (ii) exclude the Mortgagor, its
agents and servants therefrom; and (iii) hold, operate, manage and control the
Mortgaged Property, or any part thereof, as fully and to the same extent as the
Mortgagor could do if in possession, and, in such event, without limitation and
at the Mortgagor’s expense from time to time:

     

        (a)    Rent or lease
the whole or any part of the Mortgaged Property for such term or terms and on
such conditions as may seem proper to the Bank, including entering into leases
for terms expiring beyond the maturity of the indebtedness secured by the
Mortgage, and cancel any lease or sublease for any cause or on any ground which
would entitle the Mortgagor to cancel it;

    
    (b)    Demand,
collect, and receive from the tenant or tenants now or hereafter in possession
of the Mortgaged Property, or any part thereof, or from other persons liable
therefor, all of the rents and revenues from such tenant or tenants or other
persons which may now be due and unpaid and which may hereafter become
due;

     

    
          (c)    Institute and
prosecute any and all suits for the collection of rents and all other revenues
from the Mortgaged Property which may now be due and unpaid and which


       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      may
hereafter become due; institute and carry on all legal proceedings necessary for
the protection of the Mortgaged Property, including such proceedings as may be
necessary to recover the possession of the whole or of any part thereof;
institute and prosecute summary proceedings for the removal of any tenant or
tenants or other persons from the Mortgaged Property; and pay the costs and
expenses of all such suits and proceedings out of the rents and other revenues
received;


          (d)    Maintain the
Mortgaged Property and keep it in repair, and pay, out of the rentals and other
revenues received the costs of such maintenance and repairs, including the cost
and expenses of all services of all employees, including their equipment, and of
all expenses of maintaining and keeping the Mortgaged Property in repair and in
proper condition;

    

     

    
          (e)    Employ an
agent or agents to rent and manage the Mortgaged Property and to collect the
rents and other revenues thereof, and pay the reasonable value of its or their
services out of the rents and revenues received;


          (f)    Effect
general liability insurance, fire insurance, boiler insurance, rent insurance,
workers’ compensation law insurance, and generally such other insurance as is
customarily effected by an owner of property of a style and kind similar to the
Mortgaged Property, or as the Bank may deem advisable or necessary, and pay the
premiums and other charges out of the rents and other revenues
received;

       

      
            (g)    Pay, out of
the rents and other revenues received, all sums, and the interest thereon, now
due to the Bank under this Mortgage, the Credit Agreement or the other Related
Documents and hereafter to become due, and all taxes, assessments, and other
charges now due and unpaid and which may hereafter become due and a charge or
lien upon the Mortgaged Property;

      

       

    

        (h)    Execute and
comply with all applicable laws, rules, orders, ordinances, and requirements of
any and all governmental authorities affecting the Mortgaged Property, and pay
the costs thereof out of the rents and other revenues received;

     

    
          (i)    Act
exclusively and solely in the place and stead of the Mortgagor, and to have all
of the Mortgagor’s powers for the purposes stated above; and

    

    


        (j)    From time to
time determine to which one or more of the above purposes the rents and revenues
shall be applied and the amount to be applied thereto.

    
      After payment of all proper
charges and expenses, including the just and reasonable compensation for the
services of the Bank, its attorneys and agents and others employed by the Bank
in connection with the operation, management and control of the Mortgaged
Property, and such further sums as may be sufficient to indemnify the Bank from
and against any liability, loss or pursuance of its rights and powers under this
Section 3.02, the Bank may, at its option, credit the net amount of income which
the Bank may receive by virtue of this assignment and from the Mortgaged
Property to any and all amounts due or owing to the Bank from the Mortgagor
under the 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    terms and
provisions of the Bond Documents, the Credit Agreement, this Mortgage and the
other Related Documents.  The balance of the net income shall be
released to or upon the order of the Mortgagor.

     

    The Bank’s acceptance of this Mortgage,
with all the rights, powers, privileges and authority created under this
assignment, shall not, prior to entry upon and taking possession of the
Mortgaged Property by the Bank, be deemed or construed to constitute the Bank a
mortgagee in possession, or thereafter or at any time or in any event impose any
obligation whatsoever upon the Bank to appear in or defend any action or
proceeding relating to any Lease or the Mortgaged Property, or to take any
action hereunder, or to expend any money or incur any expenses, or to perform or
discharge any obligation, duty or liability under any Lease, or to assume any
obligation or responsibility for any security deposits or other deposits
delivered to Mortgagor by any tenant and not assigned and delivered to the Bank,
or render the Bank liable in any way for any injury or damage to person or
property sustained by any person or persons, firm or corporation in or about the
Mortgaged Property.

     

    The Mortgagor agrees that the
collection of rents and the application as stated above or the entry upon and
taking of possession of the Mortgaged Property, or any part thereof, by the Bank
shall not cure or waive any default or waive, modify or affect any notice of
default under the Bond Documents, the Credit Agreement or any other Related
Document, or invalidate any act done pursuant to such notice, and the
enforcement of such right or remedy by the Bank, once exercised, shall continue
for so long as the Bank elects so long as an Event of Default
exists.  If the Bank elects to discontinue the exercise of any such
right or remedy, the same or any other right or remedy under this Mortgage may
be reasserted at any time and from time to time following any subsequent
default.

     

    3.03                      Right of
Mortgagor.  Notwithstanding anything in this Mortgage, so long
as no Event of Default shall have occurred and continue uncured, the Mortgagor
shall have the right to occupy the Mortgaged Property as landlord or otherwise,
to collect, use, and enjoy the rents, issues, profits, and other sums payable
under and by virtue of all Leases and to enforce the covenants of all Leases, it
being agreed that the assignment made hereby is for collateral purposes only,
and is conditioned upon the occurrence and continuance of an Event of Default
hereunder or under the Bond Documents or the Credit Agreement.

     

    Mortgagor hereby covenants and agrees
that Mortgagor shall not, without Bank’s prior written consent:  (a)
accept any payment of any installment of rent more than two (2) months in
advance of the due date therefor; or (b) enter into any management
agreement.  Mortgagor further covenants and agrees that Mortgagor
shall, at its sole cost and expense:  (a) promptly abide by, discharge
and perform in all material respects all of the covenants, conditions and
agreements contained in all Leases, on the part of the landlord thereunder; (b)
enforce or secure the performance of all of the material covenants, conditions
and agreements contained in any Lease on the part of any tenant thereunder; and
(c) appear in and defend any action or proceeding arising out of or related to
such Leases or the obligations, duties or liabilities of the landlord or of any
tenants thereunder.

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
 

    3.04                      Bank Not to Become
Liable.  Prior to entry upon and taking possession of the
Mortgaged Property by the Bank, the Bank and its assigns shall not be obligated
to perform or discharge, nor do such parties hereby undertake to perform or
discharge, any obligation, duty, or liability of the Mortgagor under any
Lease.  Prior to entry upon and taking possession of the Mortgaged
Property by the Bank, this Article shall not operate to place upon the Bank or
its assigns responsibility for the control, care, management or repair of the
Mortgaged Property or for the performance of any of the terms and conditions of
any Lease.  The Bank and its assigns shall not be responsible or
liable for any waste committed on the Mortgaged Property, for any dangerous or
defective condition of the Mortgaged Property, for any negligence in the
management, upkeep, repair or control of the Mortgaged Property or for failure
to collect any rents or other payments under the Leases, except for such acts or
conditions as shall occur while the Mortgaged Property is in the control of the
Bank pursuant to Section 3.02 hereof.

     

    3.05                      Waiver of
Mortgagor.  To the fullest extent permitted by law, the
Mortgagor hereby waives any and all claims against the Bank and its assigns
arising out of or in any way related to any act or failure to act pursuant to
this assignment, it being expressly understood and agreed that this assignment
of leases is for collateral purposes only, imposes no obligation on the Bank or
its assigns to take any action whatsoever and any action to enforce this
assignment is in the sole discretion of the Bank or its assigns.

    


    


    ARTICLE
IV

    COVENANTS OF
MORTGAGOR

     

    So long as any of the Bonds remain
outstanding, and so long as any of the Secured Obligations remain outstanding,
the Mortgagor agrees that Mortgagor shall abide by each of the following
covenants:

     

    4.01                      Payment of Principal and
Interest.  Mortgagor shall duly and punctually pay or cause to
be paid all amounts under this Mortgage, the Bond Documents, the Credit
Agreement and any other Related Document when due, and promptly pay any
penalties or other assessments that may be made, and timely comply with and
carry out all of the covenants and agreements set forth in the Credit Agreement
and the other Related Documents.

     

    4.02                      Insurance; Damage or
Destruction.

    


    (a)           The
Mortgagor shall provide and maintain or cause to be maintained at all times the
insurance required under the Credit Agreement.  No insurance policy
shall be cancelable or subject to reduction of coverage or modification except
after thirty (30) days’ prior written notice to the Bank.  All
insurers providing such policies shall have an A. M.  Best’s
policyholder rating of at least B and a financial size rating of at least Class
X.  At least ten (10) days prior to the expiration of Mortgagor’s
policies, Mortgagor shall furnish the Bank with renewals or “binders” therefor
or the Bank may order such insurance and charge Mortgagor for the cost
thereof.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    
          (b)    Mortgagor
shall give the Bank prompt notice of any damage or destruction to the Mortgaged
Property.  All proceeds of insurance under such policies (except
liability insurance and except in the case of any particular casualty resulting
in a loss payment not exceeding $10,000 in the aggregate) shall be paid to the
Bank, and all such policies shall provide that the proceeds of such insurance
(except in the case of any particular casualty resulting in loss payment not
exceeding $10,000 in the aggregate) shall be paid to the Bank as its interest
may appear, by means of a standard mortgagee clause.  In case of loss
exceeding $10,000, the Bank (or after entry of judgment of foreclosure, the
purchaser at the sale) is hereby authorized, to either (i) settle or adjust any
claim under such insurance policies without the consent of Mortgagor or (ii)
allow Mortgagor to agree with the insurance company or companies on the amount
to be paid upon the loss.

    

    
(c)    In the event
of an Insured Casualty, and:

    

            (i)    If, (A) (1) the
Insured Casualty occurred prior to the final completion of the Project, or (2)
in the reasonable judgment of the Bank, the Mortgaged Property can be restored
to an economic unit not less valuable than the same was prior to the Insured
Casualty, and (B) the insurance proceeds are sufficient to adequately secure the
outstanding balance of the indebtedness hereby secured, then, if no Event of
Default as hereinafter defined shall have occurred and Mortgagor shall not be in
default hereunder, the proceeds of insurance shall be applied to reimburse
Mortgagor for the cost of restoring, repairing, replacing or rebuilding the
Mortgaged Property or part thereof subject to the Insured Casualty, as provided
for in Section 4.02(d) hereof; and Mortgagor hereby covenants and agrees,
not later than ninety (90) days after the date of the Insured Casualty, to
commence and to diligently prosecute such restoring, repairing, replacing or
rebuilding; provided, always, that Mortgagor shall pay all costs of such
restoring, repairing, replacing or rebuilding in excess of the proceeds of
insurance.


            (ii)    Except as provided in
Section 4.02(c)(i), the Bank may apply the proceeds of insurance consequent
upon any Insured Casualty upon the indebtedness hereby secured, in such order or
manner as the Bank may elect.  No prepayment penalty shall be due on
insurance proceeds applied to the indebtedness.


            (iii)    In the event that
proceeds of insurance, if any, shall be made available to Mortgagor for the
restoring, repairing, replacing or rebuilding of the Mortgaged Property,
Mortgagor hereby covenants to restore, repair, replace or rebuild the same to be
of at least equal value, and in the same character and of the same quality as
prior to such damage or destruction; all to be effected in accordance with plans
and specifications to be first submitted to and approved by the
Bank.


          (d)    In the event
Mortgagor is entitled to reimbursement out of insurance proceeds held by the
Bank, such proceeds shall be disbursed from time to time upon the Bank being
furnished with satisfactory evidence: of the estimated cost of completion of the
restoration, repair, replacement and rebuilding; that funds of Mortgagor (or
assurances satisfactory to the Bank that such funds are available) when combined
with the proceeds of 

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      insurance,
to complete the proposed restoration, repair, replacement and rebuilding; and
with such architect’s certificates, waivers of lien, contractor’s sworn
statements and such other evidences of cost and of payment as the Bank may
reasonably require and approve; and the Bank may, in any event, require that all
plans and specifications for such restoration, repair, replacement and
rebuilding be submitted to and approved by the Bank prior to the commencement of
work.  No payment made prior to the final completion of the restoration,
repair, replacement or rebuilding shall exceed ninety percent (90%) of the value
of the work performed from time to time; funds other than proceeds of insurance
shall be disbursed prior to disbursement of such proceeds; and at all times the
undisbursed balance of such proceeds remaining in the hands of the Bank,
together with funds deposited for the purpose of completing the restoration,
repair, replacement or rebuilding are irrevocably committed to the satisfaction
of the Bank by or on behalf of Mortgagor for the purpose, shall be at least
sufficient in the reasonable judgment of the Bank to pay for the cost of
completion of the restoration, repair, replacement or rebuilding, free and clear
of all liens or claims for lien.  Interest shall be allowed to
Mortgagor on account of any proceeds of insurance or other funds held by the
Bank at the same rate being paid on the Bank’s money market accounts and shall
be available for such restoration, repair, replacement or
rebuilding.  Notwithstanding anything contained herein to the
contrary, the Bank may, in its sole discretion, require that the administration
of the restoration, repair, replacement and rebuilding, and the distribution of
insurance proceeds be done pursuant to and in accordance with the Credit
Agreement and Related Documents.

       

    

        (e)    All policies
of insurance provided for in subsection (a) of this Section 4.02 shall be
effective under a valid and enforceable policy or policies issued by an insurer
of recognized responsibility licensed to do business in the State of Wisconsin,
and shall be written in the names of Mortgagor and the Bank as their respective
interests may appear. All casualty policies shall provide that the proceeds of
such insurance shall be payable to the Bank pursuant to a standard mortgage
clause to be attached to each such policy.  Mortgagor shall deposit
with the Bank policies evidencing all such insurance or a certificate or
certificates of the respective insurers stating that such insurance is in force
and effect.

     

    4.03                      Preservation and Maintenance
of Mortgaged Property.  Mortgagor (a) shall not commit
waste or permit impairment or deterioration of the Mortgaged Property, (b) shall
not abandon the Mortgaged Property, (c) shall restore or repair promptly
and in a good and workmanlike manner all or any part of the Mortgaged Property
to the equivalent of its original condition, or such other condition as the Bank
may approve in writing, in the event of any damage, injury or loss thereto,
whether or not insurance proceeds are available to cover in whole or in part the
costs of such restoration or repair, (d) shall keep the Mortgaged Property,
including improvements, fixtures, equipment, machinery and appliances thereon in
good repair and shall replace fixtures, equipment, machinery and appliances on
the Mortgaged Property when necessary to keep such items in good repair, (e)
shall comply with all laws, ordinances, regulations and requirements of any
governmental body applicable to the Mortgaged Property, (f) if the Mortgaged
Property is leased, shall generally operate and maintain the Mortgaged Property
in a manner to ensure maximum rentals, and (g) shall give notice in writing to
the Bank of and, unless otherwise directed in writing by the Bank, appear in and
defend any action or proceeding purporting to affect the Mortgaged Property, the
security of this Mortgage or the rights or powers of the
Bank.  

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Neither
Mortgagor nor any other person shall remove, demolish or alter any improvement
now existing or hereafter erected on the Mortgaged Property or any fixture,
equipment, machinery or appliance in or on the Mortgaged Property except when
incident to the replacement of fixtures, equipment, machinery and appliances
with items of like kind.

     

    4.04                      Condemnation
Proceeds.  Mortgagor shall give the Bank prompt notice of any
pending or threatened eminent domain proceeding of any part or all of the
Mortgaged Property, including any damages to grade, and Mortgagor hereby
assigns, transfers and sets over unto the Bank the entire proceeds of any award
or claim for damages for any of the Mortgaged Property taken or damaged under
the power of eminent domain.  If any such proceeding occurs prior to
the final completion of the Project, the Bank shall, and in any event the Bank
may elect to, apply (or hold for application when due) the proceeds of the award
upon or in reduction of the indebtedness hereby secured then most remotely to be
paid, whether due or not, or to require Mortgagor to restore or rebuild the
Mortgaged Property in which event the proceeds shall be held by the Bank and
used to reimburse Mortgagor for the cost of such rebuilding and
restoring.  If Mortgagor is required or permitted to rebuild or
restore the Mortgaged Property as aforesaid, such rebuilding or restoration
shall be effected solely in accordance with plans and specifications previously
submitted to and approved by the Bank, and proceeds of the award shall be paid
out in the same manner as is provided in Section 4.02 for the payment of
insurance proceeds towards the costs of rebuilding or restoration.  If
the amount of such award is insufficient to cover the cost of rebuilding or
restoration, Mortgagor shall pay such costs in excess of the award, before being
entitled to reimbursement out of the award.  Any surplus which may
remain out of the award after payment of such costs of rebuilding or restoration
shall, at the option of the Bank, be applied (or held for application when due)
on account of the indebtedness hereby secured, then most remotely to be paid or
be paid to any other party entitled thereto.  Notwithstanding any
taking by eminent domain, Mortgagor shall continue to pay interest on the entire
principal sum secured until any such award or payment shall have been actually
received by the Bank and any reduction in the principal sum resulting from the
application by the Bank of such award or payment as hereinafter set forth shall
be deemed to take effect only on the date of such receipt.  If, prior
to the receipt by the Bank of such award or payment, the Mortgaged Property
shall have been sold on foreclosure of this Mortgage, the Bank shall have the
right to receive such award or payment to the extent of any deficiency found to
be due upon such sale, with interest thereon at the then-applicable rate on the
Bonds, whether or not a deficiency judgment on this Mortgage shall have been
sought or recovered or denied, and of the reasonable attorneys’ fees, costs and
disbursements incurred by the Bank in connection with the collection of such
award or payment.  No prepayment penalty shall be charged on amounts
received by the Bank pursuant to an award under the power of eminent
domain.

     

    4.05                      Expenses of
Litigation.  If any action or proceeding be commenced, to which
action or proceeding the Bank is or becomes a party or in which it becomes
necessary to defend or uphold the lien of this Mortgage or the efficacy of any
other Related Document, all sums paid by the Bank for the expenses of any
litigation (including reasonable attorneys’ fees) to prosecute or defend the
rights and lien created by this Mortgage or said Related Documents shall, on
notice and demand, be paid by Mortgagor, together with the interest thereon at
the rate on the Bonds and shall be a lien on the Mortgaged Property, prior to
any right or title to, interest in or claim upon the Mortgaged Property
subordinate to the lien of this Mortgage, and shall be deemed to be secured by
this Mortgage.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    4.06                      Compliance with
Laws.  Mortgagor covenants, warrants and represents that the
Mortgaged Property complies with the covenants and restrictions affecting the
Mortgaged Property, with all applicable building and zoning laws, and Mortgagor
shall at all times so own and use the same and take all steps necessary to
assure such compliance at all times.  Mortgagor shall not initiate or
acquiesce in any zoning reclassification, or seek any conditional use permit,
without the Bank’s written consent.

     

    4.07                      No Further
Encumbrances.  Mortgagor represents and warrants to and
covenants with the Bank, its successors and assigns that: (a) Mortgagor is the
owner of a fee simple interest in the Mortgaged Property, subject only to the
Permitted Liens; (b) this Mortgage is and shall remain a valid and
enforceable lien on the Mortgaged Property to secure the performance
of  the Secured Obligations, subject only to the Permitted Liens; and
(c) it will forever warrant and defend to the Bank, its successors and
assigns, the Mortgaged Property against all claims and demands whatsoever not
specifically excepted in this Mortgage.  The Mortgagor will keep the
Mortgaged Property free from all liens and encumbrances, whether inferior or
superior to the lien of this Mortgage, except for the Permitted
Liens.  Any person, firm or corporation taking a mortgage, lien or
other encumbrance against the Mortgaged Property (except for those that are
Permitted Liens) shall take the said lien subject to the rights of the Bank
herein and the right of the Bank to amend, modify and supplement this Mortgage
and the Related Documents and to extend the maturity of any indebtedness hereby
secured, in each and every case without obtaining the consent of the holder of
any such liens and without the lien of this Mortgage losing its priority over
the rights of any such liens.

     

    4.08                      Transfers.  Mortgagor
may not transfer all or any part of its interest in the Mortgaged Property
without the prior approval of the Bank.

     

    4.09                      Leases.  Except
for the lease of the Mortgaged Property to the Corporation, Mortgagor shall not
lease any portion of the Mortgaged Property, except with the prior written
approval of the Bank.  Mortgagor, at the Bank’s request and expense,
shall furnish the Bank with copies of all executed leases now existing or
hereafter made of all or any part of the Mortgaged Property.

     

    4.10                      Use of Mortgaged
Property.  Unless required by applicable law or unless the Bank
otherwise agrees in writing, Mortgagor shall not allow changes in the use for
which all or any part of the Mortgaged Property was intended at the time this
Mortgage was executed.

     

    4.11                      Protection of the Bank’s
Security.  If Mortgagor fails to perform the covenants and
agreements contained in this Mortgage, or if any action or proceeding is
commenced which affects the Mortgaged Property or title thereto or the interest
of the Bank therein, including, but not limited to, eminent domain, insolvency,
code enforcement or arrangements or proceedings involving a bankrupt or
decedent, then the Bank, at its option, may upon ten (10) days’ notice to
Mortgagor (except where such notice would be extremely impractical) make such
appearances, disburse such sums and take such action as the Bank deems
necessary, in its sole discretion, to protect the Bank’s interest, including,
but not limited to: (i) disbursement of attorneys’ fees; (ii) entry
upon the Mortgaged Property to make repairs; or (iii) procurement of
satisfactory insurance as provided in 

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Section 4.02
hereof.  Any amounts disbursed by the Bank pursuant to this
Section 4.11, with interest thereon, shall become additional indebtedness
of Mortgagor secured by this Mortgage.  Unless Mortgagor and the Bank
agree to other terms of payment, such amounts shall be immediately due and
payable and shall bear interest from the date of disbursement at the Default
Rate unless such rate of interest exceeds applicable law, in which event such
amounts shall bear interest at the highest rate which may be collected from
Mortgagor under applicable law.  Mortgagor hereby covenants and agrees
that the Bank shall be subrogated to the lien of any mortgage or other lien
discharged, in whole or in part, by the indebtedness secured
hereby.  Nothing contained in this Section 4.11 shall require the
Bank to incur any expense or take any action hereunder.

     

    4.12                      Inspection.  Mortgagor
shall permit the Bank, and its duly authorized agents, experts, engineers and
representatives, upon at least 24 hours’ prior notice, to make or cause to be
made entries upon and inspections of the Mortgaged Property during normal
business hours at all times during the term hereof.  Mortgagor shall
assist the Bank in conducting all inspections and shall make access available to
the Bank to all areas.

     

    4.13                      Books and
Records.  Mortgagor shall keep and maintain at all times at
Mortgagor’s address stated in Section 8.06 of the Credit Agreement or upon ten
(10) days’ prior notice to the Bank, at such other place as designated by
Mortgagor within the State of Wisconsin, complete and accurate books of accounts
and records adequate to reflect correctly the results of the operation of the
Mortgaged Property and copies of all written contracts, leases and other
instruments which affect the Mortgaged Property, including without limitation
copies of all quotations, purchase orders and contracts obtained by Mortgagor in
the course of designing and constructing the Project.  Such books,
records, contracts, leases and other instruments shall be subject to examination
and inspection at any reasonable time by the Bank, and the Bank may copy the
same at the Bank’s expense, provided that the Bank may use and/or release such
information only in connection with the administration or enforcement of this
mortgage or the other Related Documents.  During the course of
construction of the Project, Mortgagor shall furnish to the Bank, at the Bank’s
request, written status reports detailing the progress of
construction.

     

    4.14                      Payment of Taxes and
Assessments.  Mortgagor shall pay, before the same become
delinquent, all real and personal property taxes, assessments (whether general
or special), gas, electric, light, power, water and sewer charges, business,
sales, use and occupation taxes, all permit and inspection fees, all license and
occupation fees, and such other charges now or hereafter levied or assessed
against the Mortgaged Property or any part thereof and, upon request, shall
exhibit to the Bank receipts for the payment of such items, except to the extent
and so long as the same are being contested in good faith by appropriate
proceedings, with adequate reserves having been provided.

     

    4.15                      Valid and Binding
Agreement.  Mortgagor covenants and warrants that this Mortgage
is a valid and enforceable obligation of Mortgagor in accordance with its terms
and that the performance by Mortgagor of the terms hereof does not contravene
any covenant in any agreement, indenture or other document affecting
Mortgagor.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
V

    DEFAULT;
ACCELERATION

    


    If any one or more of the following
events (herein designated as “Events of Default”)
shall occur:

     

    
          (a)    Occurrence of
an “Event of Default” (as therein defined) under any Bond Document, the Credit
Agreement or any of the Related Documents or if a default occurs under any other
agreement, document or instrument evidencing indebtedness of Mortgagor or any
guarantor to the Bank;

    

    

              (b)    Violation by any
Mortgagor of the covenants contained in Sections 4.07 and 4.08 hereof;
or


          (c)    Default by
Mortgagor in due observance or performance of any other covenant, condition or
agreement on its part to be observed or performed pursuant to the terms and
provisions of this Mortgage, if such default remains uncured upon a
date  thirty (30) days following the mailing or delivery of notice
thereof to Mortgagor;

then, and
upon the happening of any such event, Mortgagor shall be deemed to have
materially breached this Mortgage and the Bank may, at its option and without
notice, notice being hereby waived by Mortgagor, declare the Secured Obligations
to be forthwith due and payable, and upon such declaration all such amounts,
together with interest accrued thereon, if any, shall become and be due and
payable forthwith; and the Bank may thereupon proceed to protect and enforce its
rights hereunder, under the Bond Documents, the Credit Agreement and other
Related Documents by foreclosure proceedings or by other suit in equity, action
at law, or other appropriate proceedings.

    


    


    ARTICLE
VI

    REMEDIES

    


    Upon the happening of an Event of
Default, then and in every such case:

     

    6.01                      Action or
Suit.  The Bank may proceed to protect and enforce its rights
by an action or actions at law or by a suit or suits in equity, either for the
specific performance of any covenant or agreement contained herein, or for the
foreclosure of this Mortgage, or for monetary damages, or for the enforcement of
any other appropriate legal or equitable remedy.

     

    6.02                      Receiver.  The
Bank shall be entitled as a matter of right, without notice and without giving
bond to Mortgagor, or anyone claiming under it, to have a receiver appointed for
the Bank’s benefit of all of the Mortgaged Property and of the earnings, income,
rents, issues and profits thereof, pending such proceedings, with the powers
(without limitation) to collect such earnings, income, rents, issues and
profits; to rent and remodel the rentable areas; to perform and pay any
obligations of Mortgagor under the Bond Documents, the Credit Agreement and the
other Related Documents; together with such other powers as the court making
such appointment shall confer; and Mortgagor hereby irrevocably consents to such
appointment.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    6.03                      Entry Upon the Mortgaged
Property.  The Bank, either itself or by its agents or
attorneys, may, in its discretion, enter upon and take complete and peaceful
possession of the Mortgaged Property, or any part or parts thereof, and may
exclude Mortgagor and its agents and servants wholly therefrom, in which case
Mortgagor covenants peacefully and quietly to yield up possession, and having
and holding the Mortgaged Property or portion thereof, the Bank may use,
operate, manage and control the Mortgaged Property, or any part thereof, and
conduct the business thereof (either itself or by its attorneys and agents), and
may collect any and all rents, issues and profits due or to become due without
prejudice to its rights to foreclosure, to appointment of a receiver and other
rights and from time to time, either by purchase, repair or construction may
maintain, restore and insure and keep insured, the buildings, structures,
improvements, fixtures, machinery, equipment and other property constituting a
part of or used in connection with the Mortgaged Property; and after paying all
of the expenses of operating the Mortgaged Property, the Bank shall apply the
monies arising therefrom to the payment of the Secured Obligations.

     

    6.04                      Foreclosure.  The
Bank may cause the Mortgaged Property to be sold at one or more foreclosure
sales, all in such manner and upon such notice as provided by
law.  All proceeds of any such sale or sales, remaining after payment
of: (a) the costs and expenses of such sale or sales (including attorneys’
fees of the Bank); and (b) the Secured Obligations, shall be paid to
Mortgagor, their respective successors and assigns, or to whomsoever may be
lawfully entitled to receive the same.  Notwithstanding anything
contained herein to the contrary, it is understood and agreed that the Bank may
foreclose this Mortgage without declaring the whole indebtedness evidenced by
the Bond Documents, the Credit Agreement and the other Related Documents and
intended to be secured hereby due; and, if any foreclosure sale is made because
of an Event of Default for less than the full amount which may become due under
the Bond Documents, the Credit Agreement and the other Related Documents, such
sale may be made subject to the unmatured portion of the indebtedness secured by
this Mortgage and such sale, if so made, shall not in any manner affect the
unmatured portion of the indebtedness intended to be secured by this Mortgage
but as to such unmatured portion of the debt to be secured, several sales may be
made for any other portion of the indebtedness to be secured, whether matured at
the time or subsequently occurring.

     

    6.05                      Costs of
Foreclosure.  If it becomes necessary for the Bank to commence
proceedings to foreclose this Mortgage or to commence any other suit in equity,
action at law or other appropriate proceedings, to enforce its rights under this
Mortgage, the Bond Documents, the Credit Agreement, or any of the other Related
Documents, Mortgagor agrees to pay to the Bank all costs of such suit, action or
proceeding as well as all expenses incurred in procuring title insurance and the
reasonable fees of the Bank’s attorneys in connection therewith, which costs and
fees shall be included in the judgment in any such suit, action or
proceeding.

     

    6.06                      Remedies
Cumulative.  No remedy herein conferred upon or otherwise
available to the Bank is intended to be or shall be construed to be exclusive of
any other remedy or remedies; but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given hereunder, or now or
hereafter existing at law or in equity or by statute.  No delay or
omission to exercise any right or power accruing upon any default shall impair
any such right or power, or shall be construed to be a waiver of any such
default or an acquiescence therein.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

    ARTICLE
VII

    SECURITY AGREEMENT; FIXTURE
FILING

     

    7.01                      Security Agreement; Fixture
Filing.  This Mortgage shall create a security interest in, and
the Mortgagor hereby grants to the Bank a security interest in, the Mortgaged
Property in favor of the Bank and shall constitute a Security Agreement under
the Uniform Commercial Code of Wisconsin with respect to all of the Mortgaged
Property, and the Bank shall be entitled to all of the rights of a secured
party.  This Mortgage is a financing statement covering the Fixtures,
and it is intended that as to those goods and the proceeds thereof, this
Mortgage shall be effective as a financing statement filed as a fixture filing
from the date of its filing for record in the real estate records for the county
in which the Mortgaged Property is located.  It is expressly agreed
that during the continuance of an Event of Default the Bank shall proceed to
dispose of any portion of the Property in accordance with the provisions of the
Uniform Commercial Code, ten (10) days’ notice by the Bank to the Mortgagor
shall be deemed to be reasonable notice under any provision of the Uniform
Commercial Code requiring such notice; provided, however, that the Bank may, at
its option, dispose of the Property in accordance with the Bank’s rights and
remedies in respect to the real estate pursuant to the provisions of this
Mortgage in lieu of proceeding under the Uniform Commercial Code.  The
Mortgagor will, from time to time and as often as requested by the Bank, execute
and deliver to the Bank such financing statements, renewal affidavits,
continuation statements, inventories or other similar documents as the Bank may
reasonably request to perfect the security interest created hereby, and
Mortgagor authorizes Bank to make such filings.  No failure or
omission of the Bank to request any financing statement, renewal affidavit,
continuation statement, inventory, or the like, and no failure or omission of
the Mortgagor to execute or deliver any thereof, will impair the effectiveness
of or priority of the security interest created by this Mortgage.  The
Mortgagor will pay all costs of filing and/or recording of this Mortgage and any
financing statements, continuation or termination statements with respect
thereto, and any affidavits or other instruments executed, or to be executed, to
perfect, renew, continue or maintain the lien and security interest created
hereby.  The Mortgagor hereby appoints the Bank, or any officer of the
Bank, as the agent and attorney-in-fact of the Mortgagor to do, at the Bank’s
option and the Mortgagor’s expense, all acts and things reasonably necessary to
perfect, and continue perfected, the lien and security interest created
hereby.  In the event of foreclosure sale of personal property in
which the Bank holds a security interest granted herein, whether such sale be
held by the Bank or otherwise, such sale may be of the whole of such property or
any portion thereof and may be held together with or separately from any
foreclosure sale of the real property securing said
indebtedness.  Such personal property need not be present at the place
of sale.

    


    ARTICLE
VIII

    GENERAL

     

    8.01                      Notices.  Any
notice required or permitted to be delivered hereunder by either party to the
other shall be governed by, and delivered in accordance with Section 8.06 of the
Credit Agreement.

     

    8.02                      Governing
Law.  This Mortgage shall be construed and enforced according
to the internal laws of the State of Wisconsin.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    8.03                      Successors and Assigns;
Partial Invalidity.  All covenants and agreements in this
Mortgage contained by or on behalf of either of the parties hereto shall be
binding upon and shall inure to the benefit of the respective successors and
assigns of Mortgagor and the Bank.  Invalidation of part or all of any
one of the covenants herein contained by judgment or court order shall not
affect any of the other provisions, which shall remain in full force and
effect.

     

    8.04                      Mortgagor and Lien Not
Released.  From time to time, the Bank may, at its option,
without giving notice to or obtaining the consent of Mortgagor, Mortgagor’s
successors or assigns or of any junior lienholder or guarantors, without
liability on the Bank’s part and notwithstanding Mortgagor’s breach of any
covenant or agreement of Mortgagor in this Mortgage, extend the time for payment
of the indebtedness evidenced by the Bond Documents, the Credit Agreement and
any of the other Related Documents or any part thereof, reduce the payments
thereon, release anyone liable on any of said indebtedness, modify the terms and
time of payment of said indebtedness, release from the lien of this Mortgage any
part of the Mortgaged Property, take or release other or additional security,
reconvey any part of the Mortgaged Property, consent to any plat or plan of the
Mortgaged Property, consent to the granting of any easement, join in any
extension or subordination agreement and agree in writing with Mortgagor to
modify the terms or conditions of Bond Documents, Credit Agreement and any of
the other Related Documents or change the amounts payable
thereunder.  Any actions taken by the Bank pursuant to the terms of
this Section 8.04 shall not affect the obligation of Mortgagor or
Mortgagor’s successors or assigns to pay the sums secured by this Mortgage and
to observe the covenants of Mortgagor contained herein, shall not affect the
guaranty of any person, corporation, partnership or other entity for payment of
the indebtedness secured hereby and shall not affect the lien or priority of
lien hereof on the Mortgaged Property.  Mortgagor shall pay the Bank a
reasonable service charge, together with such title insurance premiums and
attorneys’ fees as may be incurred at the Bank’s option, for any such action if
taken at Mortgagor’s request.

     

    8.05                      Forbearance by the Bank Not
a Waiver.  Any forbearance by the Bank in exercising any right
or remedy hereunder, or otherwise afforded by applicable law, shall not be a
waiver of or preclude the exercise of any right or remedy.  The
acceptance by the Bank of payment of any sum secured by this Mortgage after the
due date of such payment shall not be a waiver of the Bank’s rights to either
require prompt payment when due or all other sums so secured or to declare a
default for failure to make prompt payment.  The procurement of
insurance or the payment of taxes or other liens or charges by the Bank shall
not be a waiver of the Bank’s right to accelerate the maturity of the
indebtedness secured by this Mortgage, nor shall the Bank’s receipt of any
awards, proceeds or damages under Section 4.02 or 4.04 hereof operate to
cure or waive Mortgagor’s default in payment of sums secured by this
Mortgage.

     

    8.06                      Future Advances;
Cross-Collateralization. This Mortgage shall also secure all present and
future indebtedness and obligations of the Borrower to the Bank, and shall fully
and completely cross-collateralize all such indebtedness and
obligations.  This Mortgage shall also secure any and all future
advances made by the Bank to Borrower, including all costs, taxes, assessments,
insurance, expenses, and reasonable attorneys’ fees, together with interest
thereon at the Default Rate set forth in the Credit Agreement, that the Bank may
make, pay or incur under this Mortgage for the protection of the Bank or any of
its rights in connection with the Property.  All of 

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    the
foregoing sums so secured shall be superior to the rights of the holder of any
lien or encumbrance placed on the Mortgaged Property after the recording of this
Mortgage.

    


    


    


    [Signature
Page Follows]


    
      
        
           

        

         


      

      
         


        
          

        

      

      
         


      

    


    IN WITNESS WHEREOF, the Mortgagor has
executed this Mortgage as of the date and year first above written.

    


    M
& W FIBERGLASS, LLC,

    a
Wisconsin limited liability company

    


    


    By:    /s/ Jamie L.
Mancl                                          


    Jamie L. Mancl, its sole
member

    


    ACKNOWLEDGMENT

    


    


    
    

     

    
      	STATE OF
      WISCONSIN	)	 
	 	) 	ss. 
	_____________COUNTY	)	 


    

     

    This instrument was acknowledged before
me on the _____ day of February, 2007, by Jamie L. Mancl, known to me as its
sole member of M & W Fiberglass, LLC, a Wisconsin limited liability
company.

    
 

    
                                                                                   ______________________________________________
                                                                                         
Notary Public, State of Wisconsin

    My
commission: _________________________________

    


    


    


    


    This
document was drafted by

    and
should be returned to:

    Lisa R.
Lange

    Whyte
Hirschboeck Dudek S.C.

    One East
Main St., Suite 300

    Madison,
WI 53703

    


    


    



    
      
        
          [Signature
Page of Mortgage] 

        

         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    DESCRIPTION
OF REAL PROPERTY

    


    


    Lot 1 of
Wood County Certified Survey Map No. 8590 recorded in Volume 29 of Survey Maps
at Page 190, being part of the SE 1⁄4 of the NE 1⁄4 of Section 10, Township 22
North, Range 6 East, City of Wisconsin Rapids, Wood County,
Wisconsin.

    


    Tax Key
No.:  Part of 34-09841 and Part of 34-09852

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    A-1