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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 -2- 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. -3- (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 -4- 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. -5- (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. � of Office of *rretarg of �tatt BY ME j(- A ' 'P, Ll)� -: I L 1 . H W :.. 1' TA I 1"'I A [NN (,-, A ! i:) A !, t, t t" A' I'liF L)AfL, t L is t * * * * * - ! , Z U f z I _, � . : 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 -2- 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. -3- 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. -4- 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