TOWER TECH LOAN
Exhibit 10.2
LOAN AGREEMENT
This Agreement made this 8th day of September, 1997, between The City
of Oklahoma City, an Oklahoma Municipal Corporation (hereinafter "Lender") and
Tower Tech Inc., a publicly held 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. ss.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 C.F.R. 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 relocation of the Tower Tech manufacturing
facility to Oklahoma City and other working capital after the new plant is
opened.
(17) "Project Site" means the location of the Project at SW 000xx Xxxxxx
and Interstate 44 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.
ss.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 eighth anniversary thereof.
RECITALS
WHEREAS, Borrower has applied to the Lender for a Loan in the principal
sum of One Million Two Hundred and Fifty Thousand Dollars ($1,250,000) 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
relocation of his manufacturing facility to Oklahoma City and providing
operating capital to aid the borrower in the transition; 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 will add an additional 140
presently existing employees to the Oklahoma City area economy and will add
approximately 200 new employees 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, 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 One Million Two
Hundred Fifty Thousand Dollars ($1,250,000) 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.
1.2 Loan Documentation. The Loan will be evidenced by this Loan Agreement,
the Note, 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.
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 Title. Borrower has legal title 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 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, Borrower acknowledges its representation
pertaining to the creation of jobs and obligates itself to create approximately
200 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, 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.
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
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 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 Disbursals. 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 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. 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, ss. 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. 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 perform 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, 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:
6.2
(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, whether or not such representation or disclosure appears in this
Loan Agreement; 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) Failure by Borrower to defend, indemnify and/or hold harmless the
Lender pursuant to Section 5.7 to this Loan Agreement.
(e) 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 no 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 Borrower: Tower Tech Inc.
X.X. Xxx 0000
Xxxxxxxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxx,
Chief Financial Officer
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 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 Document 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
ss/Xxxxxx X. Xxxxxx
-------------------------
XXXXXX X. XXXXXX, Mayor
ATTEST:
ss/Xxxxxx X. Xxxxxx
----------------------------
XXXXXX X. XXXXXX, City Clerk
APPROVED as to form and legality this 3rd day of September, 1997.
ss/Xxxxxx X. Xxxxxxx
---------------------------
XXXXXX X. XXXXXXX, Assistant Municipal Counselor
TOWER TECH, INC.
By: ss/Xxxxxxx X. Xxxxxxxx
-----------------------------
XXXXXXX X. XXXXXXXX
ATTEST:
ss/Xxxx Xxxxxx
-------------------
XXXX XXXXXX
CORPORATE ACKNOWLEDGMENT
STATE OF OKLAHOMA
COUNTY OF OKLAHOMA
On this 8th day of September, 1997, before me personally appeared Xxxxxxx X.
Xxxxxxxx to me known to be the Treasurer, C. F. O. of Tower Tech, 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.
ss/Xxxx Xxxxxx
--------------------------
XXXX XXXXXX, NOTARY PUBLIC
MY COMMISSION EXPIRES: 9/20/00
