CLIMATECRAFT LOAN
LOAN AGREEMENT
This Agreement made this day of
, 1999, between The City of Oklahoma City, an Oklahoma Municipal
Corporation (hereinafter "Lender"), and ClimateCraft, Inc., an
Oklahoma corporation (hereinafter "Borrower").
Definitions
Unless specifically provided otherwise or the context
otherwise requires, when used in the Loan Agreement:
(1) "Act" means the Housing and Community Development Act of
1974, Pub. L. No. 93-383 codified as 42 U.S.C. 5301 et seq., as
amended, and regulations promulgated thereunder.
(2) "Audits" means the regular audit of the Borrower, a copy of
which may be requested by the Lender if required by HUD.
(3) "Appropriate Draw Request" shall consist of a complete and
accurate statement by the Borrower on forms supplied by Lender
showing a complete and detailed breakdown of the total costs and
expenses incurred by Borrower for the project for which
reimbursement is being requested.
(4) "City" means the City of Oklahoma City, an Oklahoma
municipal corporation.
(5) "Closing Date" means the date of execution of this Loan
Agreement by the City.
(6) "Fiscal Agent" means the Chase Manhattan Bank, a banking
corporation organized and existing under the laws of the State of
New York, or its successor in interest, or any successor fiscal
agent appointed as provided in the Fiscal Agency Agreement.
(7) "Fiscal Agency Agreement" a fiscal agency agreement between
the Lender and Chase Manhattan Bank.
(8) "HUD" means the United States Department of Housing and
Urban Development and fiscal agents and other entities involved
in Section 108 Loan Guarantee funding transactions with the City.
(9) "HUD Note(s)" means the City's Note(s) to HUD secured by a
Section 108 Loan Guarantee.
(10) "Interim Loan" means Loan Funds advanced before the Public
Offering Date.
(11) "Interim Loan Period" means the period from the initial
advance of Loan Funds to the Public Offering Date.
(12) "Loan Funds" or "Funds" means proceeds of the sale of
negotiable securities sold at a public offering by Underwriter
and secured by a Section 108 Loan Guarantee from HUD to the
Underwriter.
(13) "Loan Documents" means this Loan Agreement, the Promissory
Note, the Mortgage, Fiscal Agency Agreement and other
instruments, if any, securing repayment of the Loan.
(14) "Low and Moderate- Income Persons" means such persons as
defined in 24 CFR Part 570, Section 570.3.
(15) "Permanent Loan" means the cumulative Loan Funds secured by
the City's Notes before and after the Public Offering Date.
(16) "Project" means the building purchase, building
rehabilitation, purchase of capital equipment, the first year of
Section 108 debt service and working capital for the
establishment of a manufacturing facility in Oklahoma City.
(17) "Project Site" means the location of the Project at 0000
X.X. 0xx Xxxxxx, within the corporate boundaries of the City of
Oklahoma City, Oklahoma, as more particularly described in
Attachment "A".
(18) "Promissory Note" or "Note" means the promissory note of
even date herewith from Borrower to Lender evidencing the Loan.
(19) "Public Offering Date" means the date on which the
Underwriter offers the City's HUD Notes.
(20) "Secretary" means the Secretary of Housing and Urban
Development or any other official of HUD to whom the Secretary
has delegated authority pursuant to the Act.
(21) "Section 108" means Section 108 of the Act, codified as 42
U.S.C. 5308, as amended, and regulations promulgated thereunder.
(22) "Section 108 Loan Guarantee" means the loan guarantee
provided by HUD to Underwriter pursuant to the Act.
(23) "Underwriter" means Federal Short-Term U.S. Government Trust
or such other entity designated by HUD.
(24) "Term" means the term of this Agreement, which shall
commence upon the Closing Date and shall terminate on the
twentieth anniversary thereof.
RECITALS
WHEREAS, Borrower has applied to the Lender for a Loan in
the principal sum of Three Million Five Hundred Thousand Dollars
($3,500,000) from the proceeds of a Section 108 Loan Guarantee to
the Lender, and Lender has agreed to make a loan of such funds
upon the terms and conditions set forth below; and
WHEREAS, the purpose of this Loan is to assist the Borrower
in the purchase and rehabilitation of a manufacturing facility,
the purchase of capital equipment, debt reserve for the Section
108 loan and working capital; and
WHEREAS, the Planning Department ("Planning") of the Lender
is responsible within The City of Oklahoma City for the receipt
and disbursement of the proceeds of Notes guaranteed by HUD under
a Section 108 Loan Guarantee Program with the City pursuant to
the Act; and
WHEREAS, the development of the Project is expected to add
119 new employees to the Oklahoma City area economy within the
next three years and will provide other public benefits and
qualify for Section 108 assistance under 24 CFR 570.208(c); and
the Lender has agreed to provide Loan Funds to Borrower for the
Project; and the Loan from the Lender to Borrower for the Project
will assist in the development of the Project; and
WHEREAS, the Loan shall be evidenced by this Loan Agreement,
the Borrower's Promissory Note, the Fiscal Agency Agreement and
the Mortgage; and
WHEREAS, the Lender is willing to make the Loan to Borrower
exclusively for the purposes hereinabove set forth, all upon the
terms and conditions herein set forth; and
WHEREAS, the Lender makes no commitment to future support
and assumes no obligation for future support of the activities
contracted for herein, except as expressly set forth in this
Agreement.
NOW, THEREFORE, in consideration of the foregoing Recitals
and the terms, covenants and conditions, representations and
warranties contained herein, the parties hereto agree as follows:
TITLE I
THE LOAN
1.1 The Loan. In reliance upon Borrower's representations
and warranties contained herein, and subject to the terms and
conditions set forth herein, the Lender hereby agrees to make a
Loan to Borrower in the sum of Three Million Five Hundred
Thousand Dollars ($3,500,000) exclusively for the purposes set
forth herein, which Loan shall be funded out of funds received by
the Lender through HUD from the sale of the HUD Note(s) under the
Section 108 Loan Guarantee Program and from no other source.
Borrower shall have the right to receive Loan Funds only pursuant
to the terms and conditions of this Agreement and in accordance
with the Act, and then only to the extent Section 108 Loan
proceeds are made available to the Lender by HUD. Should
anticipated sources of Loan Funds become unavailable to the
Lender, the Lender shall within a reasonable time not to exceed
ten (10) working days notify Borrower in writing and the Lender
shall be released from all liability for that portion of the
Funds to be provided to Borrower by the Lender under this Loan
Agreement which have not been received by the Lender from HUD.
Lender shall advise Borrower of any scheduled sale of the
HUD Notes to enable Borrower to arrange, at its sole option, for
the conversion to a Permanent Loan of amounts advanced during the
Interim Loan Period that are outstanding as of the date of the
sale of the HUD Notes by including such amounts in the sale of
the HUD Notes.
1.2 Loan Documentation. The Loan will be evidenced by this
Loan Agreement, the Note, the Fiscal Agency Agreement and the
Mortgage.
1.3 Demand. Lender may demand repayment of the Loan in the
event of the occurrence of an Event of Default hereunder after
applicable grace periods.
1.4 Lender's Expense. Borrower agrees and acknowledges that
all Lender's expense with respect to the sale of the bonds for
permanent financing and any additional charges imposed by HUD,
the Fiscal Agency Agreement and the Custodial Accounts shall be
deducted from the Loan Funds.
ARTICLE II
BORROWER'S REPRESENTATIONS AND WARRANTIES
In order to induce the Lender to make the Loan, Borrower
represents and warrants (which representations and warranties
shall be true and correct as of the execution hereof and shall
survive the execution and delivery of this Loan Agreement) as
follows:
2.1 Organization of Borrower; Authority to Enter into
Agreement. Borrower is an Oklahoma corporation duly formed and
validly in existence and in good standing pursuant to laws of the
State of Oklahoma and duly domesticated in the State of Oklahoma.
Borrower has the right and power to purchase and occupy the
Project Site, and to develop the Project; and Borrower has full
power and authority to enter into this Agreement. The execution,
delivery and performance of this Agreement has been duly
authorized by all necessary corporate action and no other
authorization by Borrower is required for the execution, delivery
and performance of this Agreement.
2.2 No Litigation. As of the date of execution of this
Agreement, there are no actions, suits or proceedings pending, or
to the knowledge of Borrower threatened against or affecting it,
its controlling Board, or the Project in any court at law or in
equity, or before or by any governmental or municipal authority
which might have a materially adverse effect on the ability of
Borrower to perform its obligations hereunder.
2.3 Right. Borrower has certain rights in the Project
Site sufficient to enable Borrower to develop the Project
thereon.
2.4 Covenants, Zoning and Codes. Borrower has complied to
date and will continue to comply with all applicable
environmental statutes and regulations applicable to the
development of the Project. All permits, consents, approvals or
authorizations by, or registrations, declarations, withholding of
objections or filings with any governmental body necessary in
connection with the valid execution, delivery and performance of
the Loan Documents, or presently necessary for the development of
the Project, have been obtained, are valid, adequate and in full
force and effect or will be obtained prior to the commencement of
any Project Activities for which a permit, consent, approval or
authorization is necessary. Development of the Project will in
all material respects conform to and comply with all covenants,
conditions, restrictions and reservations affecting the Project
Site and with all applicable zoning, environmental protection,
use and building codes, laws, regulations and ordinances.
2.5 Creation of Jobs. Lender and the Secretary have relied
upon representations made by Borrower that the Project is
expected to create a specific number of permanent new job
opportunities, including a specific number of new permanent job
opportunities for Low and Moderate-Income Persons. By its
execution of the Loan Documents to which Borrower is a party,
Borrower acknowledges its representation pertaining to the
creation of jobs and agrees to use its best efforts to create
approximately 119 new permanent jobs. Borrower agrees to use its
best efforts to ensure that at least 51 percent of all new
permanent jobs resulting from the Project are made available to
Low and Moderate- income Persons.
2.6 Compliance With Documents. As of the date hereof and
for so long as this Agreement remains in effect, Borrower is and
shall remain in full compliance with all of the terms and
conditions of the Loan Documents to which Borrower is a party,
and no Event of Default has or shall have occurred and be
continuing, which, with the lapse of time or the giving of
notice, or both, would constitute such an Event of Default under
the foregoing.
2.7 Incorporation of Representations and Warranties. The
request by Borrower for any payment of Loan Funds under the Loan
Documents shall constitute a certification by Borrower that the
aforesaid representations and warranties are true and correct as
of the date of such request.
ARTICLE III
CONDITIONS PRECEDENT TO LOAN CLOSING
The Lender's obligation to enter into and perform its duties
under the Loan Documents shall be subject to the full and
complete satisfaction of the following conditions precedent:
3.1 Documents. The Lender shall have received and approved
fully executed originals of this Loan Agreement, the Note, and
the Mortgage which shall have been duly authorized, executed and
delivered by Borrower and the owner of the Project Site, as
applicable .
3.2 Evidence of Authority. The Lender shall, upon written
request, receive evidence satisfactory to it that Borrower and
the persons signing on behalf of Borrower have the capacity and
authority to execute and deliver the applicable Loan Documents on
behalf of Borrower.
3.3 Insurance. Borrower shall, for so long as the Loan
Documents remain in effect, at its cost and expense, carry and
maintain general public liability insurance against claims for
bodily injury, personal injury, death and property damage
occurring or arising out of the Project, which insurance shall
cover such claims as may be occasioned by any act, omission, or
negligence of Borrower or its officers, agents, representatives,
assigns or servants relating to the Project. The limits of
liability insurance, which may be required to be increased from
time to time as deemed necessary by the Lender, with the approval
of Borrower, which shall not be unreasonably withheld, shall be
not less than One Million Dollars ($1,000,000.00) combined single
limit personal injury and property damage insurance. The
insurance required above shall be issued by an insurance company
or companies authorized to do business within the State of
Oklahoma or by such other similar insurance coverage approved by
the Insurance Commissioner of the State of Oklahoma. The Lender
shall be specifically named as an additional insured as its
interest may appear on all such policies, and any such policy or
policies shall be primary to any other valid and collectible
insurance.
ARTICLE IV
CONDITIONS PRECEDENT TO LOAN DISBURSAL
4.1 Conditions Precedent to Disbursal of Loan Funds. The
Lender's obligation to disburse Loan Funds pursuant to the terms
hereof shall, in addition to compliance with the terms of Article
III hereof, be subject to satisfaction of the following condition
precedent:
(a) The Lender shall have received and have in its
possession sufficient proceeds from HUD to fund the
disbursal request of Borrower. Borrower acknowledges that it
has no right to the Loan Funds other than to have them
disbursed by the Lender in accordance with the terms of this
Loan Agreement and in accordance with the Act and then only
to the extent the Lender has received funds from HUD.
(b) Receipt by Lender of an Appropriate Draw Request
covering the sum to be reimbursed for eligible expenses
incurred to develop the Project.
4.2 Conditions Precedent to Subsequent Disbursal. In
addition to compliance with the conditions set forth in Section
4.1 hereof, Lender's obligation to make any dispersal of Loan
Funds after the initial dispersal shall be subject to
satisfaction of the following conditions precedent:
(a) Borrower shall be in full compliance and shall not
be in default hereunder that is continuing or under any of
the Loan Documents, provided, however, that Lender may, in
its sole discretion, elect to make advances notwithstanding
the existence of a default, and any advance so made shall be
deemed to have been made pursuant to the Loan Documents;
(b) Neither the Project nor the Project Site nor any
part thereof shall have been materially damaged, destroyed,
condemned or threatened with condemnation unless Borrower
shall show to Lender's satisfaction that the Project remains
viable; and
(c) No order or notice shall been made by, or received
from, any governmental agency having jurisdiction, stating
that the development of the Project is or will be in
violation of any law, ordinance, code or regulation
affecting the Project Site.
4.3 Borrower's Draw Requests. Subject to the
conditions precedent in Section 4.1 (a), Lender agrees that it
will make every reasonable effort to disburse the Loan
installments within ten (10) days after receipt of each
Appropriate Draw Request from Borrower provided said Draw Request
is submitted on any Monday work day.
4.4 Collateral. Borrower has executed a Promissory
Note of even date with this Loan Agreement to evidence its
promise to repay the Loan. The Promissory Note will be secured by
a Mortgage on the Project Site.
ARTICLE V
BORROWER'S LOAN COVENANTS
5.1 General. From and after the date hereof and during the
Term, Borrower covenants and agrees that it will:
(a) Accomplish the project and provide for the
"Creation of Jobs" as set forth in Section 2.5.
(b) Obtain and maintain the insurance required herein.
5.2 Payment of Obligations. Borrower shall pay all
indebtedness, taxes and other obligations pertaining to the
Project or Project Site for which it is liable before they shall
become delinquent; provided, however, Borrower shall have the
right to contest any such obligations in good faith, and shall
not be obligated to pay any such obligation so long as such
contest has not been finally determined.
5.3 Changes to Project. There shall be no material change
to the Project without the prior written approval of the Lender,
and, to the extent that such approvals may be required, the
appropriate governmental authorities.
5.4 Compliance with Laws. All work performed in connection
with Borrower's development of the Project and Borrower's use of
the proceeds of the Loan shall comply with the Act and all other
applicable laws, ordinances, rules and regulations of federal,
state, county or municipal governments or agencies.
5.5 Inspections. Upon reasonable notice to Borrower, the
Lender and the Secretary or their representatives shall have the
right at all reasonable times during regular business hours (and
at any time in the event of an emergency) to enter upon the
Project Site and inspect the Project to determine that the same
is in conformity with this Loan Agreement and all laws,
ordinances, rules and regulations applicable to Borrower's use of
the Loan Funds. The Lender and the Secretary or their
representatives shall have the further right, from time to time,
to inspect Borrower's books and records relating to Borrower's
use of the Loan Funds. Without limiting the foregoing, Borrower
shall permit the Lender and the Secretary or their
representatives to examine and copy all books, records and other
papers relating to Borrower's use of the Loan Funds to insure
Borrower's compliance with the Act and applicable provisions of
24 CFR Part 570. The Lender agrees that subject to provisions of
the Oklahoma Open Records Act, 51 Okla. Stat. 1991, 24.A.1 et
seq. and any other applicable law, to keep all information
regarding Borrower and its operations confidential, and to
provide Borrower with prior notice and an opportunity to object
to any request for disclosure of such information, other than to
the Secretary or as otherwise required by law.
5.6 Notify the Lender of Litigation or Complaints.
Borrower shall immediately notify the Lender in writing, of all
material proceedings, litigations or claims which may adversely
affect Borrower's rights hereunder or any part of the Project or
Project Site, and of all material
complaints or charges made by any governmental authority
affecting Borrower, the Project, or the Project Site which may
require material changes in the development of the Project.
5.7 Indemnify the Lender. Borrower shall indemnify and
hold the Lender, its elected and appointed officials and any
employees, harmless from all claims and causes of actions of any
person or entity which results in damages or injury incurred by
the Lender of whatsoever nature (excluding any consequential or
incidental damages or damages, claims or causes of action due to
the Lender's negligence or the Lender's breach of this Loan
Agreement), caused by any acts or omissions of Borrower and
arising out of or in any way connected with this Loan Agreement,
the Project Site and or the development of the Project or arising
out of Borrower's breach of the provisions of this Loan
Agreement, including the cost and defense thereof using counsel
approved by the Lender, which such approval shall not be
unreasonably withheld. Notwithstanding anything contained herein
to the contrary, the foregoing indemnification given by Borrower
to the Lender shall not be effective or enforceable against
Borrower unless the Lender gives Borrower written notice of any
such claims or causes of action of said person or entity made
against the Lender within ten (10) working days of the Lender's
knowledge of such claims or causes of action, and the Lender does
not commence or enter into any settlements or negotiations of
settlement with any person or entity relating to the matters
covered by Borrower's indemnification without Borrower's prior
written consent. If Borrower fails to defend or commence
performance of its obligations under this indemnification within
twenty (20) days after written request by the Lender, the Lender
may settle, commence, or defend any action or proceeding
purporting to affect the rights, duties or liabilities of the
Lender, the parties to the Loan Document, or the Project Site or
the Project and Borrower shall pay all of the Lender's costs and
expense incurred thereby on demand. This section shall survive
execution, delivery and performance of the Loan Documents.
5.8 Further Assistance. Borrower shall at any time and
from time to time upon request of the Lender take or cause to be
taken any action or execute, acknowledge, deliver or record any
further documents, opinions, or other instruments which the
Lender is required to do or obtain by HUD or by any other
federal, state or county regulatory agency or which the Lender
feels are required to carry out the intent of the Lender and
Borrower under the Loan Documents.
5.9 Upon failure of Borrower to comply with any of the
foregoing Loan Covenants, after applicable grace periods as set
forth below, the Lender may declare an Event of Default hereunder
and exercise its rights and remedies pursuant to Article VI of
this Agreement.
ARTICLE VI
DEFAULT AND REMEDIES
6.1 Event of Default. The occurrence of any of the
following events and failure to cure such occurrence within
stated periods shall constitute an Event of Default hereunder:
(a) Any breach by Borrower of any of the covenants and
conditions of the Loan Documents, which breach is not cured
by Borrower to the Lender's reasonable satisfaction within
twenty (20) days from the receipt of written notice thereof;
provided, however, that in the event of a breach or default
by Borrower which is outside of the control of Borrower and
which cannot be cured within said twenty (20) days, Borrower
shall have commenced to cure its breach or default within
said twenty (20) days and thereafter diligently proceed to
cure its breach or default; or
(b) Any written representation, warranty or disclosure
made to the Lender by Borrower that proves to be materially
false or misleading as of the date when made; or
(c) Any material change in the development of the
Project without the prior written approval of the Lender
which change is not corrected or substantially corrected
within twenty (20) days after receipt of written notice
thereof from the Lender to Borrower; or
(d) Notwithstanding anything to the contrary contained
herein, any violation by Borrower of the Act or any other
laws, ordinances, rules or regulations applicable to the
Project or Borrower's use of the Loan Funds shall
immediately constitute an Event of Default hereunder.
6.2 Remedies. Upon the occurrence of any Event of Default
not timely cured as provided herein, all of the outstanding
principle balance and interest accrued thereon, if any, shall be
immediately due and payable and the Lender shall have recourse
against the collateral pledged as described in Section 4.4 hereof
to the extent such amount remains unpaid.
6.3 Penalties. In the event of a default, interest at the
per annum rate established in the Note shall accrue on the total
principal amount of the Loan then outstanding, from the date of
the occurrence of such default until payment as required
hereunder shall have been made in full.
ARTICLE VII
MISCELLANEOUS
7.1 No Waiver. No waiver of any default or breach by
Borrower under the Loan Documents shall be implied from any
failure by Lender to take action on account of such default if
such default persists or is repeated, and an express waiver shall
be operative only for the time and to the extent therein stated.
Waivers of any covenant, term or condition contained herein shall
not be construed as a waiver of any subsequent breach of the same
covenant, term or condition. The consent or approval by Lender
to, or of, any act by Borrower requiring further consent or
approval shall not be deemed to waive or render unnecessary the
consent or approval to, or of, any subsequent similar act.
7.2 Successors and Assigns. This Loan Agreement is made
and entered into for the sole protection and benefit of the
Lender and Borrower, their successors and assigns, and no other
person or persons shall have any right of action hereunder. The
terms hereof shall inure to the
benefit of the successors and assigns of the parties hereto;
provided, however, that Borrower's interest hereunder cannot be
assigned or otherwise transferred without the prior written
consent of the Lender.
7.3 Notices. Any notice, demand or request required under
the Loan Document shall be given in writing at the addresses set
forth below by personal service, overnight courier providing a
receipt, or registered or certified first class mail, return
receipt requested. The addresses may be changed by notice to the
other party given in the same manner as provided above. If
notice is given by mail, it shall be deemed received on the
earlier of: (i) receipt as shown on the return receipt, or (ii)
three (3) days after its deposit in the U.S. Mail.
To The Borrower: ClimateCraft, Inc.
X.X. Xxx 0000
0000 XX 0xx
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxxxx, P.E.
President
Copy to: Office of the General Counsel
LSB Industries, Inc.
00 Xxxxx Xxxxxxxxxxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxxx X. Xxxxx, Esq.
To The Lender: The City of Oklahoma City
Planning Department
000 Xxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Attention: Xxxxxx Xxxxx, Planning
Director
7.4 Time. Time is of the essence of the Loan Document.
7.5 Amendments. No amendment, modification, or termination
of any provisions of any of the Loan Document shall in any event
be effective unless the same shall be in writing and signed by
the applicable parties.
7.6 Headings. The article and section headings in no way
define, limit, extend or interpret the scope of the Loan Document
or of any particular article or section thereof.
7.7 Number and Gender. When the context in which the words
are used in the Loan Documents indicate that such is the intent,
words in the singular number shall include the plural and vice-
versa. References to any gender shall also include the other
gender if applicable under the circumstances.
7.8 Validity. The provisions of this Loan Agreement are
severable and if any word, sentence, clause, phrase, or other
portion of this Loan Agreement is, for any reason, held invalid
by any court of competent jurisdiction, such portion shall be
deemed a separate, distinct and independent provision and such
holding shall not affect the validity of the remaining portions
of this Loan Agreement.
7.9 Governing Law. This Loan Agreement shall be governed
by and construed in accordance with the laws of the State of
Oklahoma, except to the extent federal law applies.
7.10 Survival of Warranties. All agreements,
representations and warranties made herein survive the execution
and delivery of the Loan Document and the making of the Loan
hereunder and continue in full force and effect until the
obligations of Borrower under the Loan Documents are satisfied in
full.
7.11 Venue and Forum. In the event that any legal action
should be filed by either party against the other, the venue and
forum for such action shall be the District Court of Oklahoma
County, Oklahoma.
7.12 Attorney's Fees. In the event Lender shall bring an
action to enforce the terms and conditions of the Loan Documents,
Lender, if prevailing, shall be entitled to recover all of its
costs and expenses, including, but not limited to, reasonable
attorney's fees as determined by the court.
7.13 Duplicate Originals. The Loan Agreement shall be
executed in more than one counterpart, each of the parties hereto
shall receive an original counterpart; provided, however, that
all originals together shall constitute one and the same
agreement.
7.14 Other Federal Provisions. This Loan is subject to
applicable provisions contained in 24 CFR 570.
IN WITNESS WHEREOF, Borrower and the Lender have executed
this Loan Agreement as of the date first written above by and
through their duly authorized representatives.
THE CITY OF OKLAHOMA CITY
Mayor
ATTEST:
City Clerk
APPROVED as to form and legality this day of
, 1999.
Assistant
Municipal Counselor
CLIMATECRAFT, INC.
By:
ATTEST:
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA
COUNTY OF OKLAHOMA
On this ___ day of __________ , 1999 before me personally
appeared to me known to be the
________________________ of ClimateCraft, Inc., that executed the
within and foregoing instrument, and acknowledged said instrument
to be the free and voluntary act and deed of said corporation,
for the uses and purposes therein mentioned, and on oath stated
that he/she was authorized to execute said instrument and that
the seal affixed is the corporate seal of said corporation.
In Witness Whereof I have hereunto set my hand the day and year
first above written.
_____________________________
NOTARY
PUBLIC
MY COMMISSION EXPIRES: _____________________
agrmnt\clcr\hud_99.lon
ATTACHMENT "A"
A tract of land lying in the East Half (E/2) of Section 32,
Township 12 North, Range 3 West of the Indian Meridian and being
a part of Xxxxxx & Colcord Addition, an addition to Oklahoma
City, Oklahoma County, Oklahoma, being described as follows:
Beginning at the Southeast corner of Xxx 00 xx Xxxxx 0,
Xxxxxx & Xxxxxxx Addition, thence South 90 00'00" West
along the South line of said Block 4 a distance of
357.30 feet to the Southwest corner of said Block 4;
thence North 00 23'30" East along the West line of said
Block 4 a distance of 147.50 feet to the North line of
said Block 4, said North line also being the South line
of the Northeast Quarter (NE/4) of said Section 32;
thence South 90 00'00" West a distance of 25.00 feet to
the West line of said Northeast Quarter (NE/4); thence
North 00 23'30" East along the West line of said
Northeast Quarter (NE/4) a distance of 422.87 feet to
the South right-of-way line of the Chicago, Rock Island
and Pacific Railway Company (formerly the Choctaw,
Oklahoma & Gulf Railway); thence South 72 08'52" East
along said South right-of-way line a distance of 398.70
feet to the intersection thereof with the Northerly
extension of the East line of said Lot 11; thence South
00 08'26" West along said Northerly extension and along
said East line a distance of 448.14 feet to the POINT
OF BEGINNING.
