HomeMy WebLinkAbout6884RESOLUTION NO. 6884
A RESOLUTION APPROVING AN AGREEMENT BETWEEN
PUEBLO, A MUNICIPAL CORPORATION AND AMERICAN
STANDARD INC. RELATING TO THE EXPANSION OF ITS
FACILITY LOCATED AT THE PUEBLO MEMORIAL AIR-
PORT AND APPROPRIATING MONEY FROM THE SALES
AND USE TAX CAPITAL IMPROVEMENT FUND FOR SUCH
PURPOSE
WHEREAS, the City of Pueblo has in recent years suffered a
decline in the number of available employment opportunities for
its citizens and a corresponding increase in unemployment, and
WHEREAS, there exists and has existed within the City of
Pueblo unemployment and underemployment which places a public
burden upon the City and its citizens, and
WHEREAS, the prevention and reduction of unemployment and
underemployment and the social and economic hardships associated
therewith are public purposes and matters of local and municipal
concerns that justify the expenditure of public funds, and
WHEREAS, American Standard Inc. has committed to spend
approximately $9 million to expand and equip its facilities at
Pueblo Memorial Airport ( "Facility ") and to use its best efforts
in good faith to employ an additional 100 to 150 employees at such
Facility, and
WHEREAS, American Standard Inc. in order to expand and equip
such Facility has requested City to loan it the sum of $1,500,000,
and
WHEREAS, the City, subject to and upon the terms and condi-
tions set forth in the Agreement dated January 13, 1992 attached
hereto and incorporated herein, is willing to loan to American
Standard Inc. the sum of $1,500,000 out of the Sales and Use Tax
Capital Improvement Fund for the expansion and equipping of the
Facility, and
WHEREAS, the expansion and equipping of such Facility will
stimulate the economy of the City and create new employment
opportunities for the people of Pueblo; NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The City Council does hereby find and determine:
1. There exists and has existed within the City of Pueblo
unemployment and underemployment which places a public burden upon
the City and its citizens.
2. The prevention and reduction of unemployment and under-
employment and the social and economic hardships associated there-
with, and increased employment and economic development in the
City are public purposes and matters of local and municipal con-
cern that justify the expenditure of public funds.
3. The appropriation of $1,500,000 out of the Sales and Use
Tax Capital Improvement Fund to be loaned to American Standard,
Inc. for the purpose of expanding and equipping its Facility and
business at Pueblo Memorial Airport is a permitted expenditure of
moneys from such Fund, will provide increased employment opportu-
nities and relief of unemployment in the City, will serve a direct
and public purpose for which public funds may be expended, and
will promote the public health, safety, commerce, prosperity, and
general welfare of the City and its citizens.
4. The public purpose served by the passage of this
Resolution outweighs all other individual interests.
GVO TnX7 7
The Agreement dated January 13, 1992 between Pueblo, a
Municipal Corporation and American Standard Inc. relating to a
$1.5 million loan to American Standard Inc. for the purpose of
expanding and equipping its Facility and the Promissory Note and
Security Agreement attached thereto, copies of which are annexed
hereto and incorporated herein, are hereby approved. The
President of the City Council is authorized to execute and deliver
the Agreement in the name of and on behalf of the City and the
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City Clerk is authorized to affix the seal of the City thereto and
attest same.
The sum of $1,500,000 from the Projects To Be Determined
Account of the Sales and Use Tax Capital Improvement Fund is
hereby appropriated and transferred to the American Standard Inc.
Account to be loaned to American Standard, Inc. for the specific
purpose of expanding and equipping its Facility at the Pueblo
Memorial Airport.
.gPrTTnN 4 _
This Resolution shall become effective upon final passage.
INTRODUCED: January 27, 1992
By JOYCE LAWRENCE
Councilman
ATTEST: APPROVED:
� j4 L Af "J,
y Clerk Pre ent of the City Council
TJ 57.25 -3-
AGREEMENT
THIS AGREEMENT entered into as of this 13th day of January,
1992 between Pueblo, a municipal corporation, ( "City "), and
American Standard Inc., a Delaware Corporation (the "Company ").
WHEREAS, there exists and has existed within the City unem-
ployment and underemployment and a lack of available employment
opportunities which places a public burden upon the City and its
citizens, and
WHEREAS, it is in the best interest of the City to encourage
economic development which creates employment opportunities and
jobs for its citizens, and to appropriate funds for purposes of
stimulating investment and inducing industry to locate within the
City, and
WHEREAS, the prevention and reduction of unemployment and
underemployment and social and economic hardships associated
therewith are proper public purposes and matters of public concern
and public purpose which justify the expenditure of public funds,
and
WHEREAS, Company has represented it will spend approximately
$9 million to expand and equip its facilities at Pueblo Memorial
Airport and within three years employ an additional 100 to 150
employees at such facilities.
NOW, THEREFORE, in consideration of the foregoing and the
mutual obligations of the parties hereto and other good and
valuable consideration, the receipt and adequacy of which is
hereby acknowledged, each party covenants and agrees with the
other as follows:
SECTION 1. DEFINITIONS. The following words and phrases shall
have the following meaning in this Agreement:
(a) "Director" means the Director of Finance of City.
(b) "Employees" means full -time employees including full -
time equivalents.
(c) "Fund" means the sum of One Million Five Hundred
Thousand Dollars ($1,500,000.00) to be appropriated and made
available by City to Company solely for the Project.
(d) "Project" means the major expansion and equipping of
Company's facilities at Pueblo Memorial Airport having an
estimated cost of $9 million including in part the construction of
a 57,000 square foot addition to such facilities.
SECTION 2. CITY'S OBLIGATIONS. City represents, warrants and
agrees that:
(a) City will appropriate and make the Fund available to
Company to be used solely and exclusively by Company for the
Project. If Company is not in default hereunder, City will make
one payment out of the Fund in the amount of $1.5 million to
Company for the Project on March 5, 1992.
SECTION 3. COMPANY'S OBLIGATIONS. Company represents, warrants
and agrees that:
(a) Company will cause all payments of the Fund made by City
to Company to be paid to its contractors, subcontractors, materi-
-2-
almen and suppliers including equipment vendors for the Project.
(b) Company will timely construct and equip the Project.
Company will commence construction of the Project by February 1,
1992 and will thereafter diligently pursue the Project to
completion. Company will in a timely and expeditious manner take
all action necessary and required to construct and equip the
Project.
(c) Company understands and agrees that the creation of jobs
as herein contemplated is the primary purpose for City to enter
into this Agreement, accordingly, Company will use its best
efforts in good faith to employ at the Project within three (3)
years after date of this Agreement and thereafter an additional
100 to 150 employees.
(d) Contracts for the construction of that portion of the
Project for which the Fund will be expended will be obtained
through and be based upon competitive bidding process and
procedures. Company will invite contractors having their
principal place of business within the City or County of Pueblo
who are, in Company's reasonable business judgment, qualified and
experienced to perform such construction work to submit bids and
proposals. Company will to the extent practical and feasible
enter into construction contracts with such local contractors,
provided, however, that Company reserves the right to enter into
construction contracts with other contractors if, in Company's
reasonable business judgment, it is necessary to do so in order to
obtain the best bid and technical expertise for such construction.
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(e) Company shall repay to City all Funds advanced to
Company by City under this Agreement in 20 equal quarterly
installments of principal plus interest at the rate of 7% per
annum commencing July 1, 1992 with interest only being paid on
April 1, 1992. Interest will be computed from the date Funds are
advanced to Company by City. Prior to the disbursement of any
part of the Fund by City, Company will execute and deliver to City
Company's attached Promissory Note evidencing such indebtedness
and Security Agreement on the equipment described therein securing
payment thereof, which Security Agreement shall grant to City a
first and prior security interest and encumbrance on the
equipment. Company shall execute and deliver to City all
necessary documents and instrument to perfect City's first and
prior security interest in the equipment including UCC Financing
Statements.
(f) Company shall in the constructing and equipping of the
Project spend in addition to the Fund approximately $7.5 million.
If Company shall default in or violate any of the provisions
or covenants set forth in this Section 3, City shall be entitled,
at its option, to treat such default or violation as a default
under Company's Promissory Note and Security Agreement.
SECTION 4. MISCELLANEOUS.
(a) This Agreement shall be governed by the laws of the
State of Colorado and shall be construed in accordance therewith.
(b) Time is of the essence hereof. No provision of this
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Agreement may be waived except by an agreement in writing signed
by the waiving party. A waiver of any term or provision shall not
be construed as a waiver of any other term or provision.
(c) This Agreement shall inure to the benefit of and be
binding on the parties and their successors and approved assigns.
The parties agree to do any and all things necessary to effectuate
the purposes of this Agreement.
(d) Throughout this Agreement, the singular shall include
the plural, the plural shall include the singular, and the
masculine and neuter shall include the feminine, wherever the
context so requires.
(e) The headings of sections are included solely for
convenience of reference. If any conflict between any heading and
the text of this Agreement exists, the text shall control.
(f) This Agreement sets forth the entire understanding of
the parties and may be amended, altered or revoked at any time, in
whole or in part, only by filing with this Agreement a written in-
strument setting forth such changes, signed by the parties hereto.
(g) Should any action at law or in equity be brought by any
party to this Agreement to enforce any right or remedy under this
Agreement, the Promissory Note or Security Agreement, such action
will be brought in the District Court in and for the County of
Pueblo, State of Colorado and the parties hereto consent to the
venue and personal jurisdiction of such Court. In the event of
any litigation arising out of this Agreement, the court shall
award to the prevailing party all reasonable costs and expenses,
including reasonable attorney fees.
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(h) Company shall not assign this Agreement nor any interest
herein. Any attempted assignment or assignment by Company shall
be void and unenforceable.
(i) All notices required to be given by this Agreement shall
be made in writing and served either by:
(i) Personal delivery to the party requiring notice; or
(ii) Mailing notice via the U.S. Mail to the last known
address of the party requiring notice, by first class mail,
postage prepaid.
Effective date of the notice shall be the date of the
personal delivery as specified in subparagraph (i) above or four
(4) days after the date the notice was deposited in the U.S. Mail
as specified in subparagraph (ii) above.
For purposes of this section, the initial addresses of
the parties hereto shall be as follows:
Company City
American Standard Inc. City Manager
101 William White Blvd. City of Pueblo
Pueblo, Colorado 81001 1 City Hall Place
Pueblo, CO 81003
(j) This Agreement supersedes all other contracts or agree-
ments between the parties hereto with respect to the subject
matter of this Agreement.
(k) If any provision of this Agreement shall be held to be
invalid or unenforceable by any court of competent jursidiction,
such holding shall not invalidate or make unenforceable any other
provision of this Agreement.
(1) The representations and warranties of each party shall
survive the delivery of Company's Promissory Note and Security
D U � 0 � I
City of Pueblo
OFFICE OF THE CITY ATTORNEY
127 Thatcher Building
PUEBLO, COLORADO 81003
TO: Marian D. Mead, City Clerk
FROM: City Attorney
RE: American Standard Inc. loan
DATE: May 6, 1992
We enclose the following original documents which should be
placed in your records with the Resolution approving an agreement
between the City and American Standard Inc.
(a) Certificate of Good Standing of American Standard Inc.
(b) Agreement dated January 13, 1992 between the City and
American Standard Inc.
(c) Security Agreement executed by American Standard Inc.
NOTE: Please have Fay B. Kastelic sign as president of the City
Council
(d) Subordination Agreement effective March 19, 1992 between
Bankers Trust Company, American Standard Inc. and the City of Pueblo
(e) $1.5 million Promissory Note dated March 5, 1992 executed
by American Standard Inc. payable to the City
(f) April 7, 1992 letter of understanding between the City
and American Standard with respect to payments under promissory
note
(g) Financing Statement filed in Book 2588 at Page 103 in
the office of the Pueblo County Clerk and Recorder on April 16,
1992
(h) Financing Statement filed as filing No. 922024658 in the
office of the Secretary of State of the State of Colorado.
Very truly yours,
Thomas agger
sm
enc.
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Office of *rretarg of �tatt
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t."T1t�Q SECRETARY AV-
AUTHENTICATION:
DATE:
SECURITY AGREEMENT
American Standard Inc., a Delaware corporation (hereinafter
referred to as "Borrower ") and Pueblo, a municipal corporation
(hereinafter referred to as "Lender "), with addresses as they
appear with the signature lines below, hereby agree as follows:
I. CREATION OF SECURITY INTEREST: Borrower hereby grants
to Lender, its successors and assigns, a security interest in the
collateral described in Paragraph II to secure the performance and
payment of the obligations of Borrower to Lender under Paragraph
III hereof.
II. COLLATERAL: The collateral covered by this Security
Agreement is the equipment and machinery and other personal
property necessary or useful to, or used in, the operation of the
equipment and machinery described in Exhibit A attached hereto
(herein called the "Collateral ") and all rights which Borrower may
have to any such Collateral; and all accessions, replacements and
substitutions to or for any and all of the Collateral and the
products and proceeds thereof (including any proceeds from
insurance policies covering loss thereof and damage thereto). The
location of the Collateral will be at 101 William White Boulevard,
Pueblo, Colorado, 81001, Pueblo County, Colorado (the "Property ").
III. BORROWER'S OBLIGATIONS:
A. Obligations to Pay
(1) Borrower shall pay to Lender the sum of One
Million Five Hundred Thousand Dollars ($1,500,000.00) in
accordance with the applicable terms of the Promissory Note of
even date herewith (the "Promissory Note "), executed in
conjunction with this Security Agreement by Borrower in favor of
Lender. If Lender so elects after any default of Borrower (not
cured within the period specified) of its obligations under the
Promissory Note dated of even date herewith and executed by
Borrower, and /or this Security Agreement, the entire unpaid
indebtedness owed by Borrower to Lender shall immediately be due
and payable by Borrower in accordance with the terms of the
Promissory Note in the event of a default; and
(2) Borrower shall pay all expenses and reimburse
Borrower for any expenditures, including reasonable attorney fees
and legal expenses, in connection with the exercise by Lender of
its rights and remedies under Paragraph VI hereof.
B. Additional Obligations.
(1) Protection of Collateral
(a) The Collateral will not be misued or abused,
wasted or be allowed to deteriorate (ordinary wear and tear
-1-
excepted);
(b) The Collateral will be insured, until this
Security Agreement is terminated, against all risks which Lender
may designate, from time to time, in Companies and with policies
acceptable to Lender and payable as specified by Lender, which
policies may not be cancelled except on thirty (30) days prior
written notice to Lender. Duplicates of all such policies, or
appropriate certificates of insurance, shall be delivered to
Lender, from time to time, upon the request of Lender; and
(c) The Collateral will be kept at the Property
where Lender may inspect it, except for its temporary removal in
connection with its repair or for its removal because of
replacement with like collateral, or unless Borrower notifies
Lender in writing and Lender consents in writing in advance to its
removal to another location.
(2) Protection of Security Interest:
(a) The collateral will not be sold, assigned or
otherwise transferred, or disposed of or be subjected to any
encumbrance or unpaid charges, including taxes, or to any
subsequent interest of a third party, whether created or suffered
by Borrower voluntarily or involuntarily, unless Lender consents
in advance, in writing to such encumbrance, charge, transfer,
disposition or subsequent interest, which consent shall not be
unreasonably withheld;
(b) Borrower, at any time so requested by Lender,
for or with Lender, will sign and execute any financing statement
or other document or procure any document, and will pay all costs
connected with evidencing Lender's security interest in the
Collateral under this Security Agreement and protecting such
security interest against the rights or interests of third
persons; and
(c) Borrower will reimburse Lender for all costs
and expenses Lender incurs for or in connection with its exercise
of the rights granted herein.
IV. WARRANTIES OF BORROWER: Borrower warrants and agrees
that:
A. Borrower is justly indebted to Lender for the full
amuont of the indebtedness hereby secured and interest thereon;
B. Borrower is lawfully possessed of and owns the
Collateral; that except for the security interest granted hereby
the Collateral is free from and will be kept free from all other
liens, claims, security interests and encumbrances which are
senior to the Lender's; that no financing statement covering the
collateral or any proceeds thereof is on file in favor of anyone
other than Lender; and
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C. Financial and credit information submitted to Lender by
Borrower prior to the date hereof is, and during the term of this
Security Agreement shall be, true and correct.
V. DEFAULT:
A. The following events shall constitute a default
hereunder after ten (10) days written notice of such event is
given by Lender to Borrower:
(1) the failure of Borrower to make (by or at the
required date) payment of the indebtedness hereby secured or any
part thereof,
(2) the failure of Borrower to perform any of the
covenants or conditions of this Security Agreement, or
(3) Borrower being in default under the terms of the
Promissory Note or any other documents evidencing, securing or
guaranteeing the payment of the indebtedness evidenced by the
Promissory Note.
B. The following events shall constitute a default here-
under without notice from Lender to Borrower:
(1) the institution of judicial proceedings by a third
party to foreclose a lien upon the Collateral or the Property or
any part thereof,
(2) the filing of any action of bankruptcy, receiver-
ship or reorganization by or against Borrower or Borrower making
any assignment for its benefit or for its arrangement, or
(3) Borrower becoming insolvent.
VI. LENDER'S RIGHTS AND REMEDIES
A. Lender may assign its rights under this Security
Agreement, and
(1) If Lender does assign this Security Agreement, the
assignee shall be entitled, upon notifying Borrower, to perform-
ance of all of Borrower's obligations and agreements hereunder and
the assignee shall be entitled to all of the rights and remedies
of Lender under this Security Agreement;
hereunder;
(2) Any assignee may elect to exercise Lender's rights
(3) Borrower will assert no claim or defenses it may
have against Lender against's Lender's assignee except those
granted by this Security Agreement.
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B. In the event of Borrower's default, Lender, at any time
prior to Borrower's curing of said default, may exercise its
rights of enforcement under the Uniform Commercial Code in force
in the State of Colorado at the date of this Security Agreement
and, in conjunction with, in addition to or in substitution of
those rights, at Lender's discretion may:
(1) Enter upon the Property, or the premises where any
of the Collateral is located, to take possession of or to assemble
and collect the Collateral or to render it unusable or to continue
to utilize and operate the same pending sale;
(2) Require Borrower to assemble the Collateral and
make it available at a place Lender designates to allow Lender to
take possession of or dispose of the Collateral;
(3) Waive any default or remedy any default in any
reasonable manner without waiving the default remedied, and
without waiving any other prior or subsequent default;
(4) Act as attorney for Borrower in obtaining, adjust-
ing, settling and cancelling any insurance covering the Collateral
and in endorsing any draft; and /or
(5) Declare the principal amount secured by this Secur-
ity Agreement, together with interest thereon at the interest rate
specified in the Promissory Note, to be immediately due and
payable.
VII. RIGHTS AND REMEDIES OF BORROWER: Borrower, both before
and after default, shall have all of the rights and remedies
provided in Article 9 of the Uniform Commercial Code in force in
the State of Colorado at the date of this Security Agreement.
VIII. AGREEMENTS AND AFFIRMATIONS
A. The terms Borrower and Lender, as used in this Security
Agreement, shall include the parties' successors and assigns;
provided that Borrower may not assign its obligations hereunder
without the prior written consent of Lender.
B. The law governing this Security Agreement shall be that
of the State of Colorado in force at the date of this Security
Agreement.
C. For the purposes of this Security Agreement and the
Colorado Uniform Commercial Code, Lender is the Secured Party, and
Borrower is the Debtor.
EXECUTED this day of ��'�� ��� .4 T ,
BORROWER (DEBTOR)
AMERICAN STANDARD INC.
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By _
(Name, Title )J Wl ,\J(cQ reSrdIIti+f
Address of Borrower:
101 William White Boulevard
Pueblo, Colorado 81001
LENDER (SECURED PARTY)
PUEBLO, A MUNICIPAL CORPORATION
i
B �
Presi nt of Eh6 City Council
Address of Lender:
1 City Hall Place
Pueblo, Colorado 81003
TJ 56.40 -5-
EXHIBIT A
One (1) DIXI 280 TPA /l 1005 High Precision Horizontal
Machining Center Serial No. 280 -76 and options all as
described in attached Invoice No. 91- 31000.
One (1) Okuma Model MC -600H Horizontal Machining Center
Serial No. 126 with OSP5020DI -G control and accessories, all
as described in attached Invoice No. 2001322 -02.
,.MIDWEST LJUU
Y rNDUSTRIAL �p
TOOLS, INC.
DISTRIBUTORS OF INDUSTRIAL EQUIPMENT & SUPPLIES
Omaha, Nebraska 68144
5295 South 300 West
(402) 334 -2011
Salt Lake City, Utah 84107
REMIT TO:
DATE
Fax #(402) 334 -9508
(801) 263 -5569
P.O. BOX 241007
1 10/
10500 East 54th Avenue -Unit
D
OMAHA, NE 68124
Denver, Colorado 80239
FRT.
PAGE NO.
(303) 373 -9450
ACCOUNTS 30 DAYS AND OVER ARE SUBJECT TO /
Fax #(303) 373 -9454
FINANCE CHARGE OF 1 Y:% PER MONTH WHICH IS AN AN
QUANTITY
NUAL PERCENTAGE RATE OF 18% TO BE APPLIED TC
ITEM CODE AND DESCRIPTION
THE UNPAID BALANCE.
TRANEC 2001322 -02
BILL TRANE COMPANY SHIP TRANE COMPANY
TO: 101 WILLIAM WHITE= BLVD TO: WATEk CHILLER BUS.UNIT
PUEBLO CO 81001 101 WILLIAM WHITE BLVD.
PUEBLO CO 81001
CUSTOMER P.O. NO. CUSTOMER P.O. NO. P 0 9 9 6
SHIP/TR /INVOICE NUMBER
SLSMN.
ORDER DATE
TAKER
CUSTOMER P.O. NUMBER
DATE
2001322 -02
206
1 10/
0
P0996
1
INSTRUCTIONS
FRT.
PAGE NO.
X
1
QUANTITY
DISP.
ITEM CODE AND DESCRIPTION
U/M
UNIT PRICE
AMOUNT
ORDERED
8.0dRET.
SHIPPED
C`IRFCT SHI PrI NT FROM OKUMAP
20(
1065
OKUMA VACHINERY INC D
3
1
1
D
- : -OKUMA MFIE`EL MC -600H
UT
3 15 36 3. 00
315363.00
HORIZONTAL MACHINING CENTER
WITH OSP5020 M -G
CONTROL
40229 - 1/219501
3
1
1
D
- :'-C)KUMA PROGR.AMAELE 4TH AXIS
UT
26194.00
26194.00
SCALE
40229 4/219501
3
1
1
D
"OKUMA. 100 TOOL CAP TOOL
UT
51875.00
51875.00
CHANGER
40229- 5/219501
3
1
1
D
:*OKUMA 6 PALLET SYSTEM
UT
116565.00
116565.00
W /PALLETS
40229 - 6/219501
3
1
1
D
"OKUMA SPEC. PLET
UT
10000.00
10000.00
SZ80OX630MM
40229 - 7/219501
3
1
1
P
"CKUMA CHIP CONVEYOR
UT
4000.00
4000.00
48" LIFT HT
40229 - 8/219501
3
1
1
D
' : °E KUMA 50OP S I COOLANT
UT
29500.00
29500.00
THRU SPINDEL
4 0 22 9 - 9 /2 19 5 01
3
1
1
D
*OKUMA TOUCH SENSOR /TL
UT
7777.00
7777.00
P,REAK.AGF
4022 10/219501
3
1
1
D
4 "OKUMA SPINDLE PROBE/
UT
9511.11
9511.11
SOFTWEAR OFFSET
40229- 11/219501
3
1
1
D
- : -OKUMA PRCGRAMMABLE
UT
742.00
742.00
MESSAGES
40229- 12/219501
SUB TOTAL
CODE E XPLANATION �
-STATE TAX APPLICABLE C - CONSIDER COMPLETE FREIGHT IN FREIGHT OUT
MISC. CHARGE -
OTHER CHARGE
# - FED (OTHER TAX APPLICABLE D - DIRECT SHIPMENT
FREIGHT TOTAL
♦ -STATE 8 FEDERAL TAX APPL. F - FACTORY MINIMUM
B - BALANCE BACK ORDERED 0 • RETURNED CYL.
FED. /OTHER TAX
I
STATE TAX
PAYMENT •REC'D. CONTI J
t1LtICaNAI 1MVn1rr_
1 0101-6, INC. y vt u�ul, �luwlauu uucud ACCOUNTS 30 DAYS AND OVER ARE SUBJECT TO f
I DISTRIBUTORS OF INDUSTRIAL EQUIPMENT 8 SUPPLIES (303) 373 -9450 FINANCE CHARGE OF 1'/.% PER MONTH WHICH IS AN AN
Fax #(303) 373 -9454
' NUAL PERCENTAGE RAT O
o
G -I � j
TRANEC
E F 18 /o TO BE APPLIED TC
THE UNPAID BALANCE.
oo�\v 20013 --02
SHIP TRANS COMPANY
TO: WATER CHILLER BUS.UNIT
101 WILLIAM WHITE BLVD.
PUEBLO CO 81001
CUSTOMER P.O. NO. P O 9 9 6
BILL TRANE COMPANY
TO: 101 WILLIAM WHITE BLVD
PUEBLO CO 81001
CUSTOMER P.O. NO.
SHIpITEi/1NV4, NUMBER
SLSMN.
ORDER DATE
TAKER
CUSTOMER P.O. NUMBER
2001322 -02
ZC6
10 /10 /9C'
0
1 P0996
10/28/91
INSTRUCTIONS
FRT.
I PAGE NO,
X
2
QUANTITY
DISP.
ITEM CODE AND DESCRIPTION
U/M
UNIT PRICE
AMOUNT
ORDERED
B.OJRET.
SHIPPED
3
1
1
D
-OKUMA 50 SETS -WRK COORD
UT
2482.00
2482.00
SYSTEMS
40229 - 13/219501
3
1
1
D
='OKUMA UNI- DIRECTIONAL
UT
91.00
91.00
POSITIONC
40229- 14/219501
3
1
1
D
- : -OKUMA HELICAL CUTTING
UT
1992.00
1992.00
40229- 15/219501
3
1
1
D
*CKUMA. 200 TOOL LENGTH
UT
3311.00
3311.00
OFFSETS
40229- 16/219501
3
1
1
D
-:-OKUMA USER TASK II
UT
1149.00
1149.00
40229- 17/219501
3
1
1
D
=OKUMA TOOL LIFE MANAGEMENT
UT
2479.00
2479.00
40229- 18/219501
3
1
1
D
-:-CKUMA MOP TOOL
UT
11408.00
11408.00
�- _..A
..
40,229- 19/219501
CO -
1
1
D
*OK UMA PALLET POOL CONTROL
UT
20347.00
20347.00
PAY CAIL
-_ N..IT
.-__
olsc
Am�0229- 20/219501
(
I I
1
D
-: -OK UMA 2100 FT PROGRAM
UT
4631.00
4631.00
_
-
- P (RAM)
i
! {!�Y
- 1991
4 229- 21/219501
9
- 1,
CEIPT i 1
- 11TA
'" . LIMA DNC -A
UT
1230.00
1230.00
4 229 - 22/219501
3
)� 1
OB �I
#oRN,E
UMA NC OPERATION MONITOR
UT
652.00
652.00
)Uti'T
f!t ti
_JIA
-
ER A;
IOU
`f-' 229 - 23/219501
T
3
V l
Vi j 1
,`
UMA 2100 FT TAPE STOPAGE
UT
5284.00
5284.00
229- 24/219501
THIS IS YOUR INVOICE SUBTOTAL 626,583.11
CODE EXPLANATION F REIGH T IN FREIGHT OUT MISC. CHARGE
' - STATE TAX APPLICABLE C CONSIDER COMPLETE OTHER CHARGE
# - FEDIOTHER TAX APPLICABLE D DIRECT SHIPMENT FREIGHT TOTAL
+ STATE & FEDERAL TAX APPL, F FACTORY MINIMUM
B - BALANCE BACK ORDERED It - RETURr( L FEDJOTHER TAX
h TL 15: INV 10 DUE: 1l��/07/91 STATE TAX
PAYMENT RECD. 0 . 00
TOTAL DUE
�T 626,583.11
ORIGINAL INVOICE
E
,: AMERICAN SIP CORPORATION * 1 1 4 00-
530 Saw Mill River Road, P.O. Box 572, Elmsford, New York 10523 -Tel. (914) 592 -8006 • Fax. (914) 592 -2383
F ater Chiller Business Unit
The Trane Company
101 William White Blvd.
Pueblo, CO 81001
L_
W ater Chiller Business Unit
The Trane Company
101 William White Blvd.
Pueblo, CO 81001
SOLD TO AND REFERENCE NO. SHIPPED TO AND REFERENCE NO.
POB401 P08401
INVOICE DATE
- INVOICE NO.
AMERICAN SIP ORDER NO.
DATE OF ORDER
PAGE OF
ACKNOWLEDGEMENT
Jun 25 '91
91 -31000
89- 31003 -AA
Nov 6 '89
1 3
X Apr 1, ,VYDULED DELIVERY S - FROM ELMSFORD STOCK F - FROM FACTORY
p
FOLIO MO.
❑ ❑ ❑
COMPLETE PARTIAL BALANCE
SHIPPED VIA PORT OF ENTRY
F. 0. S.
INSURED FOR:
Truck, best way, freight prepaid
NY, NY
ITEM
QUANTITY
DESCRIPTION
UNIT PRICE
TOTAL PRICE
INVENTORY NO. STORAGE NO. UNIT CONSISTING OF
SWISS
FRANCS
002
1
DIXI 280 TPA /1 1005
1'654'912.00
High Precision Horizontal Machining
Center, with options as follows:
Machine will be equipped with a 200mm long
spindle nose for Caterpillar 50 tool
shanks.
n/c
TOOL CHANGER: This will be a 100 pocket
tool changer in a chain type magazine.
The changer will accept Caterpillar 50
tools. _ _ .._.,..._.,._...�;
included
PALLET SYSTEM: side two pallet
- - ..S.
't m" n.!Ilb�[ith1 17 ' ` 630 mm precision
s scra
I
ed pallet-
included
-7 1991
continued on page 2 --- - - - - --
i
- -
QTY
{ I
_ I
92
SUBJECT TO AMERICAN SIP CORPORATION
TERMS AND CONDITIONS OF SALE.
TERMS: NET 30 DAYS
.. SIP CORPORATION
SIP
INVOICE DATE
Jun 25 '91
r INVOICE NO.
AMERICAN SIP ORDER NO.
ORDER DATE
'89
PAGE OF
91 -31000
89- 31003 -AA
Nov 6
2 3
ITEM
QUANTITY
DESCRIPTION
UNIT PRICE
TOTAL PRICE
INVENTORY NO. STOR<.GE NO. CODE NO. UNIT CONSISTING OF
S14ISS
FRANCS
brought forward -- - - - - --
1'654'912.00
1
320.11/17 CHIP CONVEYER: Standard band
type Chip Conveyer.
24'512.00
1
1390.23/22 CHIP SHIELDS: Coolant /chip
protection with automatic roller curtain
for the pallet transfer.
10'832.00
1
390.11 CUTTING COOLANT SYSTEM: Standard
cutting coolant system.
n/c
1
830.13 PROBE: Renishaw MP -7 three axis
probe.
26'016.00
1
SPECIAL MEASURING SOFTWARE: To enable
measuring of diameters, distance between
axes, surfaces, angles, etc. with the
Renishaw touch probe mentioned above.
6'560.00
1
CNC CONTROL: DIXI 4400 with all standard
features including 512K memory capacity
and machining time display.
n/c
1
I
TOOL LIFE MANAGEMENT
5'376.00
1
2D or 3D GRAPHICS SOFTWARE
7'120.00
NOTES V
�0
O
�
DOCUMENTATION: a 4 te documentation tion on
l id
the operation service of all
mechanical and electrical systems will be
provided to Trane.
n/c
continued on page 3 --- - - - - --
93- 1
ORIGINAL TO THE ADDRESS OF SOLD TO
-AM- ERICAN SIP CORPORATION
4 ( � Ip
INVOICE DATE
INVOICE NO.
AMERICAN SIP ORDER NO.
ORDER DATE
PAGE OF
Jun 25 '91
91 -31000
89- 31003 -AA
Nov 6 '89
3 3
ITEM
QUANTITY
DESCRIPTION
UNIT PRICE
TOTAL PRICE
INVENTORY NO. STORF.GE NO. CODE NO. UNIT CONSISTING OF
SWISS
FRANCS
brought forward -- - - - - --
1'735'328.00
TRAINING: American SIP and DIXI will
provide training at the Trane Company in
the following areas:
- Machine Operation
- Programming
- Mechanical Maintenance
- Electrical Maintenance
n/c
INSTALLATION: All mounting bolts,
levelling wedges, hydraulic tubing or
fittings and any other hardware needed to
install the machine and associated
equipment will be provided.
included
COLOR: The machine will be painted in the
DIXI standard colors for DIXI 280.
n/c
Total Swiss Francs
1'735'328.00
Less quantity discount
21'692.00
Total Swiss Francs Due for Line Item 002
1'713'636.00
TERMS OF PAYMENT:
100% due January 1992
Interest carrying will be due
commencing Octo 991 until the
date of payment, an annual rate of
10 %, as agreed by our Mr. J. P. Smith
in his fax dated April 17, 1991.
93- 1
ORIGINAL TO THE ADDRESS OF SOLD TO
SUBORDINATION AGREEMENT
This Agreement is made and entered into effective
March 19, 1992 , 1992, by and among BANKERS TRUST COMPANY, as
Collateral Agent and Collateral Trustee, 280 Park Avenue, New
York, New York 10017 (hereinafter referred to as "Bank ");
CITY OF PUEBLO, Colorado, a municipal corporation, One City
Hall Place, Pueblo, Colorado 81003 (hereinafter referred to as
"City "); and
AMERICAN STANDARD INC., a Delaware corporation, 1114 Avenue
of the Americas, New York, New York 10036 (hereinafter referred
to as "Borrower ");
RECITALS:
1. The City has been granted by Borrower a first, and prior
security interest ( "City's Security Interest ") in the machinery,
fixtures and equipment set forth on Exhibit A hereto, including
all equipment and accessories originally provided by each manu-
facturer with such machinery, fixtures and equipment, together
with all replacements and the proceeds thereof (the
"Collateral "). The Collateral will be used in connection with
and be located at the Borrower's operations at 101 William White
Boulevard, Pueblo, Colorado 81001. Such location is described
in the attached Exhibit B and is owned by Borrower. The City's
Security Interest has been or will be perfected by the filing of
a financing statement with the Secretary of State, State of
Colorado and fixture filing with the Pueblo County Clerk and
2
Recorder. This City's Security Interest has been given in
connection with a loan ( "City Loan ") of $1,500,000.00 made by
the City to Borrower which will be used for the major expansion
and equipping of Borrower's operations at 101 William White
Boulevard, Pueblo, Colorado 81001. The disbursement of the
City Loan to the Borrower is conditioned upon the Bank's sub-
ordinating Bank's Security Interest in the Collateral to the
City's Security Interest in the Collateral.
2. Bank holds a security interest ( "Bank's Security
Interest ") in, among other things, machinery, fixtures and equip-
ment of Borrower by virtue of security agreements, mortgages and
loan documents executed by Borrower in favor of Bank perfected
by financing statements and fixture filings and mortgages filed
in the offices of the Colorado Secretary of State and the Pueblo
County Clerk and Recorder, including but not limited to:
(a) Financing Statement No. 882041668 filed June 1,
1988 with the Secretary of State of Colorado; and
(b) Financing Statement No. 882041664 filed June 1,
1988 with the Secretary of State of Colorado.
(c) Financing Statement Nos. 261,657, 261,658, 261,659
and 261,660 filed June 2, 1988 with the County Clerk and
Recorder, Pueblo County, Colorado.
3. The City and the Bank desire to enter into a written
agreement to evidence Bank's agreement that Bank's Security
Interest in the Collateral is subordinate to the City's Security
Interest.
0
NOW, THEREFORE, in consideration of the premises and as an
inducement for the City to approve the disbursement of the City
Loan, the Bank and the City agree that the Bank's Security
Interest in and to the Collateral is hereby made subject to, and
subordinate to, the City's Security Interest.
This Agreement shall, in all respects, be a continuing agree-
ment and shall remain in full force and effect so long as the
City Loan, including all modifications, extensions or renewals
thereof, owed by Borrower remains outstanding.
This Subordination Agreement shall be governed by and con-
strued in accordance with the laws of the State of Colorado.
BANKERS TRUST COMPANY, as
Collateral
Agent
and Collateral
Trustee
BY-
Title
C
AMERICAN STANDARD INC., a Delaware
corporation
By
Title
CITY OF PUEBLO, COLORADO, a
Municipal corporation
By ,
Title f PY # N CtaC°
4
STATE OF NEW YORK
COUNTY OF NEW YORK
ss.
The foregoing instrument was
day of, �'/' !-/ }'- , 1992,
as l c ,. on
a banking
and Collateral Trustee.
acknowledg9d,'before,me, "this
by ' i r--
behaZf " of Bank Trust ompany,
association, ) As Collateral Agent
lic
My Commission Expires:
(Seal Required)
STATE OF NEW YORK
COUNTY OF NEW YORK
ss.
` F
_ ew York
C t - 4370
C. t ,U Count
C :.l t i i✓ Yor r y
r± �, 17, 19 ,?
3
The f going instrument was ackno edged bef re e tb4s. _at
day of � , 1992, by
as the of American Standard nc., a.
Delaware corporation, on behalf of the corporation.
SHIRLE %* jet d4? Fry PU8UC
State of New York, No. 03- 4984446
My Commission Expires Qualified in Bronx County
�. i Commission Expires _.�
(Seal Required)
STATE OF COLORADO )
COUNTY OF PUEBLO
ss.
The foregoing instrument was acknowledged before me this 30 "'
day of M, -)kNG- , 1992, by r ( 8. kAsfe%rc-
as the Peen L.A or- - 7tw ozrs r-n t, .,P E - of the City of Pueblo,
Colorado, on behalf of the City r
Notary- -Pt Plic
My Commission Expires: �//
(Seal Required)
4Q�ID
O
INDUSTRIAL �Up
TOOLS, INC.
DISTRIBUTORS OF INDUSTRIAL EQUIPMENT 8 SUPPLIES
y
ERR
Omaha, Nebraska 68144 5295 South 300 West
(402) 334 -2011 Salt Lake City, Utah 84107 REMIT TO:
Fax #(402) 334 -9508 (801) 263 -5569 P.O. BOX 241007
10500 East 54th Avenue -Unit D
OMAHA, NE 68124
Denver, Colorado 80239 ACCOUNTS 30 DAYS AND OVER ARE SUBJECT TO
(303) 373 -9450 FINANCE CHARGE OF 1 Y:% PER MONTH WHICH IS AN At
Fax #(303) 373 - 9454 NUAL PERCENTAGE RATE OF 18% TO BE APPLIED T
THE UNPAID BALANCE.
TRANEC 2001322 -02
BILL TRANE COMPANY SHIP TRANS COMPANY
TO: 101 WILLIAM WHITE BLVD TO: WATER CHILLER BUS.UNIT
PUEBLO CO 81001 101 WILLIAM WHITE BLVD.
PUEBLO CO 81001
CUSTOMER P.O. NO. CUSTOMER P.O. NO. P 0 9 9 6
SHIP/TR /INVOICE NUMBER
SLSMN,
ORDER DATE
TAKER
CUSTOMER P.O. NUMBER
DATE
2001322 -02
2C6
1 10/10/90
0
P0g96
10/28/91
INSTRUCTIONS
FRT.
PAGE NO.
X
1
QUANTITY
ORDERED B.O./RET. SHIPPED
DISP.
ITEM CODE AND DESCRIPTION
U/M
UNIT PRICE
AMOUNT
DIRECT SHI PMFNT FROM OKUPIAD
20(
1065
OKUMA MACHINERY INC D
3
1
1
0
"OKUMA mnpEL MC -600H
UT
3 15 36 3. 00
315363.00
HORIZONTAL MACHINING CENTER
WITH OSP5020 M -G
CONTROL
40229- 1/219501
3
1
1
D
"'C)KUMA PROGRAMABLE 4TH AXIS
UT
26194.00
26194.00
SCALE
40229 - 4/219501
3
1
1
D
' :-OKUMA 100 TOOL CAP TOOL
UT
51875.00
51875.00
CHANGER
40229- 5/219501
3
1
1
D
=CKUMA 6 PALLET SYSTEM
UT
116565.00
116565.00
W /PALLETS
40229- 6/219501
3
1
1
D
: `OKUMA SPEC. PLET
UT
10000.00
10000.00
SZ80OX630MM
40229 - 7/219501
3
1
1
D
"OKUMA CHIP CONVEYOR
UT
4000.00
4000.00
48" LIFT HT
40229- 8/219501
3
1
1
D
- :-C'KUMA 500PSI COOLANT
UT
29500.00
29500.00
THRU SPINDEL
40229-9/21q501
3
1
1
D
- :-'OKUMA TOUCH SENSOR /TL
UT
7777.00
7777.00
PREAKAGF
40229 - 10/219501
3
1
1
D
-1'C1KUr "A SPINDLE PROBE/
UT
9511.11
9511.11
SOFTWEAR OFFSET
40229- 11/219501
3
1
1
0
=: =OKUMA PROGRAMMABLE
UT
742.00
742.00
M ESS AGES
40229- 12/219501
CODE EXPLANATION FREIGHT IN FREIGHT OUT
-STATE TAX APPLICABLE C •CONSIDER COMPLETE
SUB TOTAL
MISC. CHARGE
I FEWOTHER TAX APPLICABLE D DIRECT SHIPMENT
OTHER CHARGE
• •STATE 8 FEDERAL TAX APPL. F • FACTORY MINIMUM
FREIGHT TOTAL
B - BALANCE BACK ORDERED h RETURNED CYL.
FED./OTHER TAX
STATE TAX
PAYMENT •REC'D. CONTI
ncvetimAi ummiPc
IOULS, INN.
DISTRIBUTORS OF INDUSTRIAL EQUIPMENT A SUPPLIES
UUIIVUI, I. WiclUU 4U4.jd ACCOUNTS 30 DAYS AND OVER ARE SUBJECT TO /
(303) 373 -9450 FINANCE CHARGE OF I V,% PER MONTH WHICH IS AN AN
Fax #(303) 373 - 9454 NUAL PERCENTAGE RATE OF
TRANEC
BILL TRANS COMPANY
TO: 101 WILLIAM WHITE BLVD
PUEBLO CO 81001
CUSTOMER P.O. NO.
IQ 70 BE APPLIED TC
THE UNPAID BALANCE.
olp �y
200132 —02
SHIP TRANE COMPANY
TO: WATER CHILLER BUS.UNIT
101 WILLIAM WHITE BLVD.
PUEBLO CO 81001
CUSTOMER P.O. NO. P 0 9 9 6
SHIPI7A/INV9 )GE.,NUMBER
SLSMN.
ORDER DATE
TAKER .
,,, CUSTOMER P.O. NUMBER
2001322 -02'
2C6
10/10/90
0
P0996
10/28/91
INSTRUCTIONS
FRT.
PAGE NO,
X
2
QUANTITY
DISP
ITEM CODE AND DESCRIPTION
U/M
UNIT PRICE
AMOUNT
ORDERED
B.O./RET.
SHIPPED
3
1
1
D
; -OKUMA 50 SETS -WRK COORD
UT
2482.CO
2482.00
SYSTEMS
40229- 13/219501
3
1
1
D
-OKUMA UNI- DIRECTIONAL
UT
91.00
91.00
POSITIONG
40229- 14/219501
3
1
1
D
`0KUMA HELICAL CUTTING
UT
1992.00
1992.00
40229- 15/219501
3
1
1
D
- *KUMA. 200 TOOL LENGTH
UT
3311.00
3311.00
OFFSETS
40229- 16/219501
3
1
1
D
: =OKUMA USER TASK II
UT
1149.00
1149.00
40229- 17/219501
3
1
1
D
'CKUMA TOO LIFE MANAGEMENT
UT
2479.00
2479.00
40229- 18/219501
3
1
1
D
"'OKUMA MOP TOOL
UT
11408.00
11408.00
C
1
1
D
ti- PALLET POOL CONTROL
UT
20347.00
20347.00
i PAY
ATC ~ �A
J DIT
DISC
O OK�UMA
AMT Dig 2 9— 2 0/ 2 1 9 5 0 1
1
1
D
* "O UMA 2100 FT PROGRAM
UT
4631.00
4631.00
P (RAM)
' "oY
1 1991
4 229- 21/219501
�
I~
CEIPT 1 1'
- D
. UMA DNC —A
UT
1230.00
1230.00
1
4 229 - 221219501
3
__ - I __
1
°B � �I
�oRN
MONITOR
UT
652.00
652.00
CI:)UNT
f
ER —� A_I
OU
x29 -23 /OPERATION
T
3
1
FMA 2100 FT TAPE STORAGE
UT
5284.00
5284.00
C
j
4 229- 24/219501
THIS IS YOU IN VOICE =: -ti- -:= SUBTOTAL 6269583.11
CODE EXPLANATION -
' -STATE TAX APPLICABLE C •CONSIDER COMPLETE FREIGHT IN FREIG O UT MISC. CHARGE
I - FEDIOTHER TAX APPLICABLE D -DIRECT SHIPMENT OTHER CHARGE
. -STATE 8 FEDERAL TAX APPL. F . FACTORY MINIMUM FREIGHT TOTAL
B - BALANCE BACK ORDERED A • RETURN FED. /OTHER TAX
N �y L. TERMS: INV 10 DUE: IW07/91 STATE TAX
PAYMENT RECD. 0
I TOTAL —AMT DUE
V � l v� 6269583.11
ORIGINAL INVOICE
L
CSI
AMERICAN SIP CORPORATION
,1
1 20 , -
530 Saw Mill River Road, P.O. Box 572, Elmsford, New York 10523 •Tei. (914) 592 -8006 . Fax. (914) 592 -2383
Water Chiller Business Unit
The Trane Company
101 William White Blvd.
Pueblo, CO 81001
La
( Water Chiller Business Unit
The Trane Company
101 William White Blvd.
Pueblo, CO 81001
I.
SOLD TO AND REFERENCE NO. SHIPPED TO AND REFERENCE NO.
P08401 P08401
INVOICE DATE
- INVOICE NO.
AMERICAN SIP ORDER NO.
DATE OF ORDER
PAGE OF
ACKNOWLEDGEMENT
Jun 25 '91
91 -31000
89- 31003 -AA
Nov 6 '89
1 3
X Apr 19 OVLED DELIVERY S - FROM ELMSFORD STOCK F - FROM FACTORY
POLIO 00
F 13 ❑ ❑
COMPLETE PARTIAL BALANCE
SHIPPED VIA PORT OF ENTRY
F. 0. B.
INSURED FOR:
Truck, best way, freight prepaid
NY, NY
ITEM
QUANTITY
DESCRIPTION
UNIT PRICE
TOTAL PRICE
INVENTORY NO, STORAGE NO. UNIT CONSISTING OF
S WISS
FRANCS
002
1
DIXI 280 TPA /1 1005
1'654'912.00
High Precision Horizontal Machining
Center, with options as follows:
Machine will be equipped with a 200mm long
spindle nose for Caterpillar 50 tool
shanks.
n/c
TOOL CHANGER: This will be a 100 pocket
tool changer in a chain type magazine.
The changer will accept Caterpillar 50
t o 01 s. -- _- -- --w....... f
included
v L_ I
c,
SYSTEM: side two pallet
_.
~ f"
' - PA'
14ytTL--t m " "A1.11Wfithl ' 630 mm precision
scra�ed palle;t�
included
Li!�.i 27 191 "
continued on page 2 --- - - - - --
r
E
i
QTy FOP
j
i P.
�
-
i
92
SUBJECT TO AMERICAN SIP CORPORATION
TERMS AND CONDITIONS OF SALE.
TERMS: NET 30 DAYS
AltiIERICAN SIP CORPORATION C
IJ
INVOICE DATE
INVOICE NO.
AMERICAN SIP ORDER NO.
ORDER DATE
PAGE Or
Jun 25 '91
91 -31000
89- 31003 -AA
Nov 6 '89
2 3
ITEM
QUANTITY
DESCRIPTION
UNIT PRICE
TOTAL PRICE
INVENTORY NO. STORF.GE NO. CODE NO. UNIT CONSISTING OF
S14ISS
FRANCS
brought forward -- - - - - --
1'654'912.00
1
320.11/17 CHIP CONVEYER: Standard band
type Chip Conveyer.
24'512.00
1
1390.23/22 CHIP SHIELDS: Coolant /chip
protection with automatic roller curtain
for the pallet transfer.
10'832.00
1
390.11 CUTTING COOLANT SYSTEM: Standard
cutting coolant system.
n/c
1
830.13 PROBE: Renishaw MP -7 three axis
probe.
26'016.00
1
SPECIAL MEASURING SOFTWARE: To enable
measuring of diameters, distance between
axes, surfaces, angles, etc. with the
Renishaw touch probe mentioned above.
6'560.00
1
CNC CONTROL: DIXI 4400 with all standard
features including 512K memory capacity
and machining time display.
n/c
1
TOOL LIFE MANAGEMENT
5'376.00
1
2D or 3D GRAPHICS SOFTWARE
7'120.00
NOTES V
�0
O
DOCUMENTATION: �te documentation on
the operation d service of all
mechanical and electrical systems will be
provided to Trane.
n/c
continued on page 3 --- - - - - --
ORIGINAL TO THE ADDRESS OF SOLD TO
',.AliiERiCAN SIP CORPORATION (LI p
INVOICE DATE
INVOICE NO.
AMERICAN SIP ORDER NO,
ORDER DATE
PAGE OF
Jun 25 '91
91 -31000
89- 31003 -AA
Nov 6 '89
3 3
ITEM
QUANTITY `
DESCRIPTION
UNIT PRICE
TOTAL PRICE
INVENTORY NO. STOR<.GE NO. CODE NO. UNIT CONSISTING OF
S
ISS FRANCS
brought forward -- - - - - --
1'735'328.00
TRAINING: American SIP and DIXI will
provide training at the Trane Company in
the following areas:
- Machine Operation
- Programming
- Mechanical Maintenance
- Electrical Maintenance
n/c
INSTALLATION: All mounting bolts,
levelling wedges, hydraulic tubing or
fittings and any other hardware needed to
install the machine and associated
equipment will be provided.
included
COLOR: The machine will be painted in the
DIXI standard colors for DIXI 280.
n/c
Total Swiss Francs
1'735'328.00
Less quantity discount
21'692.00
Total Swiss Francs Due for Line Item 002
1'713'636.00
TERMS OF PAYMENT:
100% due January 1992
Interest carryin; will be due
commencing Octo 991 until the
date of payment, n annual rate of
10 %, as agreed by ur Mr. J. P. Smith
in his fax dated April 17, 1991.
93- 1
ORIGINAL TO THE ADDRESS OF SOLD TO
EXHIBIT A
One (1) DIXI 280 TPA /l 1005 High Precision Horizontal
Machining Center Serial No. 280 -76 and options all as
described in attached Invoice No. 91- 31000.
One (1) Okuma Model MC -600H Horizontal Machining Center
Serial No. 126 with OSP5020M -G control and accessories, all
as described in attached Invoice No. 2001322 -02.
EXHIBIT "B"
A parcel of land
Colorado, to -wit:
located in the County of Pueblo,
State of
A parcel of land located in the SE 1/4 of the NE 1/4 and the NE
1/4 of the SE 1/4 of Section 26,Township 20 South, Range 64 West
of the 6th Principal Meridian, said parcel being more particuarly
described as follows:
Beginning al
bears N. 04
Section 26
thence S. 0'.
02' 03" W,
distance of
790.02 feet
Colorado
: a point from which the NE corner of said Section 26
05' 38" E (Bearings based on the north line of said
:o bear N 89 10' 48" W), a distance of 1660.07 feet;
L° 57' 57" E, a distance of 1516.82 feet; thence S 88°
a distance of 790.00 feet; thence N 01° 57' 57" W, a
1522.24 feet; thence N 88 25' 39" E, a distance of
to the Point of Beginning. Pueblo County, State of
f
PROMISSORY NOTE
$1,500,000.00 Pueblo, Colorado
Due: March 1, 1997 Date: March 5, 1992
1. Debt and Repayment
FOR VALUE RECEIVED, American Standard Inc., having an office
at 101 William White Boulevard, Pueblo, Colorado 81001, (herein-
after called "Borrower "), promises to pay to the order of Pueblo,
a Municipal Corporation, having offices at 1 City Hall Place,
Pueblo, Colorado, 81003, or its successors or assigns (hereinafter
called "Lender "), at such office or at such other place as may be
designated from time to time in writing by Lender, the principal
sum of One Million Five Hundred Thousand and No /100 Dollars
($1,500,000.00) in lawful money of the United States of America,
with interest thereon from date hereof at the rate of seven (7)
percent per annum to and including the date the Debt is paid in
full, as follows:
(i) On April 1, 1992 the sum of Seven Thousand Four
Hundred Seventy -Nine and No /100 Dollars ($7,479.00) interest shall
be due and payable, and
(ii) Commencing on July 1, 1992 and on the first day of
each October, January, April and July thereafter the sum of
Seventy -Five Thousand and No /100 Dollars ($75,000.00) plus accrued
interest shall be due and payable, and
(iii) On March 1, 1997, if not sooner paid, the entire
unpaid principal_ amount of the Promissory Note, together with all
unpaid and accrued interest thereon, shall be due and payable.
Each payment of interest or principal made by Borrower under this
Promissory Note shall be accompanied by payment of all charges and
other sums then due and payable under this Promissory Note,
Security Agreement or the Loan Documents. All payments made
hereunder shall be applied, (i) to any charges and other sums due
under this Promissory Note, Security Agreement or the Loan
Documents, (ii) to interest, and (iii) to the reduction of the
principal balance of this Promissory Note.
2. Definitions.
A. The term "Debt" shall mean the entire unpaid principal
balance of this Promissory Note, together with all interest
accrued and unpaid thereon and all other sums due under this
Promissory Note and Security Agreement.
B. The term "Loan Documents" as used in this Promissory
Note shall mean the Agreement between Lender and Borrower dated
December 23, 1991 and any of the documents, if any, other than
this Promissory Note or the Security Agreement now or hereafter
executed by Borrower and /or others, which wholly or partially
evidences, secures or guarantees payment of this Promissory Note.
C. The term "Security Agreement" as used in this Promissory
Note shall mean that certain Security Agreement, dated the date
hereof, executed and delivered by Borrower to Lender in order to
secure the payment of the principal sum of this Promissory Note
(i.e., One Million Five Hundred Thousand and No /100 Dollars
($1,500,000.00).
3. Prepayment
Borrower may prepay all or any portion of the Debt without
premium or penalty. Any partial prepayment shall be applied
against the principal and shall not postpone the due date of any
subsequent payments or change the amount of such payments.
4. Default Under Other Documents
At the option of Lender, any default under any of the terms,
covenants, agreements or provisions contained in the Security
Agreement or the Loan Documents which are to be kept and performed
by the Borrower shall be deemed a default under this Promissory
Note.
5. Late Payment Charge
If any sum payable under this Promissory Note is not paid
within ten (10 ) days after the date on which it is due, Borrower
shall pay an amount equal to five percent (5 %) of such unpaid sum
as a late payment charge. In addition, if any sum payable under
this Promissory Note is not paid on or before the date it is due,
such sum shall bear interest at the default interest rate set
forth in paragraph 7 hereof.
6. Acceleration
At the option of Lender, the Debt shall become immediately
due and payable upon the occurrence of any default in timely
payment of all or any portion of the Debt evidenced hereby, or
upon any default, breach, or violation of any of the terms,
covenants or provisions of this Promissory Note, the Security
Agreement or the Loan Documents, provided such default, violation
or breach is not curred or remedied within ten (10) days after
Lender gives written notice thereof to Borrower.
7. Interest After Default.
If the Debt is declared immediately due and payable by Lender
pursuant to the provisions of paragraph 6 hereof, or if the Debt
is not paid in full on or before the date specified in paragraph
l (i i) , the interest rate on the Debt or the portion thereof
remaining outstanding, for any calendar month or portion thereof,
from the date of such acceleration or from the date specified in
-2-
paragraph l(ii), as the case may be, until the date the Debt is
paid in full, shall be twelve (12) percent per annum.
8. waiver
Borrower hereby waives presentment '.and demand for payment,
notice of dishonor, protest and notice of protest of this
Promissory Note and agrees to perform and comply with each of the
terms, covenants, agreements and provisions contained in this
Promissory Note, the Security Agreement and the Loan Documents on
the part of Borrower to be observed or performed. No release of
any security for the Debt or extension of time for payment of
same, or any installment hereof, and no alteration, amendment or
waiver of any provision of this Promissory Note, the Security
Agreement or the Loan Documents made by agreement between Lender
and Borrower or any other person or party shall release,
discharge, modify, change or affect the obligations of Borrower
under this Promissory Note, the Security Agreement or the Loan
Documents. No delay or omission on the part of the Lender in
exercising any right hereunder or under the Security Agreement or
under the Loan Documents shall operate as a waiver of such right.
9. Extensions, Assignment and Release.
Borrower agrees to remain and continue bound for the payment
of the principal, interest and other sums provided for by the
terms of this Promissory Note notwithstanding any assignment of
this Promissory Note by Lender, any extension or extensions of the
time of or for the payment of said principal, interest or other
sums due and payable hereunder, or any change or changes in the
amount or amounts to be paid under and by virtue of the obligation
to pay provided for in this Promissory Note, or any change or
changes by way of release or surrender of any collateral and /or
rights held as security for the payment of this Promissory Note.
Borrower hereby waives all and every kind of notice of such
assignment, extension or extensions, change or changes, release,
and surrender and agrees that the same may be made without the
joinder or approval of Borrower. Lender will however give
Borrower written notice of any assignment of this Promissory Note
within 30 days after such assignment.
10. Costs and Expenses.
Borrower agrees to pay all
attempting to collect or secure
attorneys' fees, whether the same
or otherwise.
costs of collecting, securing or
the Debt, including reasonable
are collected or secured by suit
11. Invalid Provisions
If any provision or portion of this Promissory Note, or the
application thereof to any persons or circumstances, shall to any
extent be invalid or unenforceable, the remainder of this Promis-
sory Note, or the application of such provision or portion there-
-3-
of, to any other person or circumstances shall not be effected
thereby, and each provision of this Promissory Note shall be valid
and enforceable to the fullest extent permitted by law.
12. Documents Securing the Note.
This Promissory Note is secured by the Security Agreement and
the Loan Documents.
13. Governing Law
The terms of this Promissory Note shall be governed by and
construed under the laws of the State of Colorado.
14. Amendment.
This Promissory Note may not be amended or terminated orally,
but only by an agreement in writing signed by the party against
whom enforcement of such amendment or termination is sought.
15. Authority
The representative of Borrower subscribing below represents
that he /she has full power, authority and legal right to execute
and deliver this Promissory Note and that the Debt evidenced
hereby constitutes a valid and binding obligation of Borrower.
lb. Notice.
All notices permitted or required in this Promissory Note
shall be in writing and shall be deemed to have been served when
sent by certified or registered mail, postage prepaid, and
addressed to the party to whom such notice is intended as set
forth in the Security Agreement.
17. Miscellaneous.
A. Whenever used, the singular number shall include the
plural, the plural the singular, and the words "Lender" and
"Borrower" shall include their respective successors and assigns;
provided that Borrower may not assign its obligations hereunder
except with the prior written approval of Lender.
B. No right, power or remedy conferred upon or reserved to
the Lender by this Promissory Note is intended to be exclusive of
any other right, power or remedy, but each and every such right,
power and remedy shall be cumulative and concurrent and shall be
in addition to any other right, power and remedy given under this
Promissory Note, the Security Agreement and the Loan Documents, or
now or hereafter existing at law or in equity or by statute.
IN WITNESS WHEREOF, Borrower has duly executed this Promis-
sory Note the day and year first above written.
CEO
[S E A D]
BORROWER:
AMERICAN STANDARD INC.
ATTEST: '' , > By
Title <., t �� >c ✓} Title \J Cj_ Pre51
�" l h� c_
Name: f' 'E _ �_� 7 y Name :
TJ 57.2 -5-
ED
City of Pueblo
April 7, 1992
American Standard
101 William White
Pueblo, CO 81001
Gentlemen:
Inc.
Boulevard
You executed and delivered to the City of Pueblo on April 7, 1992
your company's $1.5 million promissory note payable to the City of
Pueblo dated March 5, 1992 and received from the City of Pueblo it's
check in the amount of $1.5 million payable to American Standard
Inc.
Notwithstanding the provisions
at the rate of 7% per annum o
promissory note shall commence
1992. All other terms of the
and in effect.
of the promissory note, the interest
n the unpaid principal balance of the
on April 7, 1992 instead of March 5,
promissory note shall remain the same
Pueblo, a Municipal Corporation
By 6 40, �L -- D
of Finance
Approved and accepted the 7th day of April, 1992.
American dar " dInc.
By �f
M071563 xcCORoW APR 16 1992
MOW COUNT,►. MOX400
This FINANCING STATEMENT is presented for filing pursuant to the Uniform Commercial Code.
1. Debtor(s) Name and Mailing Address: 2. Secured Party(ies) Name and Address:
American Standard Inc. City of Pueblo
101 William White Blvd. 1 City Hall Place
Pueblo, CO 81001 Pueblo, CO 81003
4. This Financing Statement covers the following types (or items) of property:
(WARNING: If collateral is crops, fixtures, timber, or minerals or other substances to be extracted or
accounts resulting from the sale thereof, read instructions above.)
See Exhibit A attached hereto and incorporated
herein by reference for a description of the
Collateral. The goods described in Exhibit A are
or may become fixtures on - uhe real property des-
cribed on Exhibit B attached hereto and incorporated
herein by reference.
Check only if applicable
N This Statement is to be filed for record in the real estate records.
[N Products of collateral are also covered.
3. For Filing Officer (Date, Time, Number and
Filing Office)
5. Name and address of Assignee of Secured Party:
6. This statement is signed by the Secured Party instead of the Debtor to perfect a security interest in collateral
(Please check f already subject to a security interest in another jurisdiction when it was brought into this state, or when the debtor's location was changed to this state;
appropriate box) ❑ which is proceeds of the original collateral described above in which a security interest was perfected;
❑ as to which the filing has lapsed; or
❑ acquired after a change of name, identity or corporate structure of the debtor.
7. Check only if applicable: f The Debtor is a transmitting utility.
.TN.hi ,�rican S4zan§lard Inc. C ity of Pueblo
1 Use whichever signature line is applicable.,, 4 n - n
Signature(s) of Debtor(s) � I Signature(s) of Secured Party(ies)
Form annrnved by the 4 4 r 1, .,9 c..,.o -A � - • -- - - - - - --
EXHIBIT A
One (1) DIXI 280 TPA /l 1005 High Precision Horizontal
Machining Center Serial No. 280 -76 and options all as
described in attached Invoice No. 91- 31000.
One (1) Okuma Model MC -600H Horizontal Machining Center
Serial No. 126 with OSP5020M -G control and accessories, all
as described in attached Invoice No. 2001322 -02.
tin
EXHIBIT "B"
A parcel of land located in the County of Pueblo, State of
Colorado, to -wit:
A parcel of land located in the SE 1/4 of the NE 1/4 and the NE
1/4 of the SE 1/4 of Section 26,Township 20 South, Range 64 West
of the 6th Principal Meridian, said parcel being more particuarly
described as follows:
Beginning at a point from which the NE corner of said Section 26
bears N. 04 05' 38" E (Bearings based on the north line of said
Section 26 to bear N 89" 10' 48" W), a distance of 1660.07 feet;
thence S. 01 57' 57" E, a distance of 1516.82 feet; thence S 88
02' 03" W, a distance of 790.00 feet; thence N 01" 57' 57" W, a
distance of 1522.24 feet; thence N 88 25' 39" E, a distance of
790.02 feet to the Point of Beginning. Pueblo County, State of
Colorado
�
FEE $10 .00 INSTRUCTIONS ON REVERSE SIDE UCC -1 OCR
1ST DEBTOR
(PERSONAL)
Last Name First & Middle Name
1ST DEBTOR (BUSINESS) Name American Standard Inc.
Street 101 William White Blvd. City Pueblo
THIS DOCUMENT MUST i_ +�O e5
BE TYPED IN BLACK
SECRETARY OF STATE • 1560 Broadway, Ste. 200, Denver, CO 80202
(303) 894 -2200 EXT 7
2ND DEBTOR
Additional debtor(s) on attachment
(PERSONAL)
Last Name
First & Middle Name
2ND DEBTOR (BUSINESS) Name
Street
City
1ST SECURED
Additional secured party on attachment
PARTY
Name
City of Pueblo
Street One
City Hall Place city Puebl o
ASSIGNED
PARTY
Name
Street City
CHECK IF APPLICABLE
This statement is to be filed for record in the real estate records
UNIFORM COMMERCIAL CODE
FINANCING STATEMENT
S.S. No. /FED Tax I.D. 250900465
State CO Zip 81001
002
SECRFTAR OF S"TATE OF -OLORA C=
04-09-72 3x
S.S. No. /FED Tax I.D.
State Zip
State CO Zip 81003
State Zip
The debtor is a transmitting utility
PLEASE CHECK APPROPRIATE BOX.
THIS STATEMENT IS SIGNED BY THE SECURED PARTY INSTEAD OF THE DEBTOR TO PERFECT A SECURITY INTEREST IN COLLATERAL
Already subject to a security interest in another jurisdiction when it was brought into this As to which the filing has lapsed; or
state, or when the debtor's location was changed to this state;
Which is proceeds of the original collateral described below in which a Acquired after a change of name, identity or
security interest was perfected corporate structure of the debtor
COLLATERAL USED use additional sheets 8 x 11 if more space is needed.
Accounts, Accounts Fixtures Proceeds X Equipment, Machinery Livestock, Farm Animals, Etc.
Receivable
See Exhibit A
Contract Rights Inventory Products Truck, Car, Vehicle Other
American Standard Inc.
V / 7 - " *S v D I Citv of Pueblo
DEBTOR(S) SIGNATURES Ry / S ��� �I'��, SECURED PARTY SIGNATURES
REPRODUCTION OF THIS FORM BY AUTHORIZED VENDERS ONLY
El
rRAmr
Law Division
The Trane Company
May 22, 1992
3600 Pammel Creek Road Peter D Ferguson
La Crosse Wl 54601 -7599 Sector Counsel
608 787 3405
Thomas E. Jagger, Esq.
Office of the City Attorney
City of Pueblo
127 Thatcher Building
Pueblo, Colorado 81003
Re: UCC Filings
00 -0234
Dear Mr. Jagger:
This is in response to your letter to James Dudley dated
May 5, 1992 seeking clarification with respect to two
UCC filings naming as collateral certain equipment
located at Trane's Pueblo, Colorado facility.
On behalf of American Standard Inc., I can certify that
the collateral listed on Exhibit A to Financing
Statement No. 922024658 in favor of the City of Pueblo,
which includes equipment comprising a DIXI horizontal
machining center having serial number 280 -76 and an
Okuma machining center having serial number 126, is
separate and distinct from the collateral listed on
Exhibit A to UCC Financing Statement No. 922001002,
which includes a DIXI machining center having serial
number 624- 784 -02 and an Okuma machining center having
serial number 0038. As evidenced by the different
serial numbers, these financing statements cover dif-
ferent pieces of equipment which are similar and of
common manufacture.
I trust the foregoing responds to your letter of May 5,
if not, please feel free to contact me.
Very truly yours,
fie � 4 -
PDF : mak
cc: Jim Dudley
MAY 2 6
An American- Standard Company