HomeMy WebLinkAboutResolution - 2008-R0001 - Approval Of The Execution And Delivery By LEDA To American State Bank - 01_10_2008Resolution No. 2008-R0001
January 10, 2008
Item No. 5.2
RESOLUTION
WHEREAS, pursuant to that certain Corporate Resolution of the Lubbock
Economic Development Alliance, Inc. ("LEDA"), dated June 1, 2007, the Board of
Directors of LEDA authorized the execution and delivery of a Promissory Note (the
"Note"), in the original principle sum of $500,000.00, payable to the order of American
State Bank;
WHEREAS, pursuant to article 5190.6 of the Texas Revised Civil Statutes (Tex.
Rev. Civ. Stat. Ann. art. 5190.6 (Vernon Supp. 2007)) (herein called "article 5190.6"), all
programs and expenditures of LEDA must be approved by the City of Lubbock;
WHEREAS, the Note, and/or drawing under same, constitutes an expenditure by
LEDA subject to the approval by the City;
WHEREAS, pursuant to article 5190.6, notwithstanding the approval of the City
Council of the City of Lubbock, the indebtedness created by the Note remains an
obligation of LEDA and is not an obligation of the City of Lubbock;
WHEREAS, the City Council of the City of Lubbock, Texas, finds it be in the
best interest of the citizens of the City of Lubbock to approve the Note executed by
LEDA.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
LUBBOCK:
The City Council of the City of Lubbock hereby approves the execution and
delivery by LEDA to American State Bank of that certain Promissory Note, dated on/or
about January 12, 2008, and all documents executed in connection therewith (the
"Related Documents"), said Note and Related Documents being attached to, and
incorporated in, this Resolution as Exhibit "A".
Executed this 10th day of January , 2008.
DAVID A. MILLER, MAYOR
ATTEST:
CAq -,. , ca--) -
Rebe ca Garza, City Secre airy
APPROVE4ASO CONTENT:
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APPROVED AS O FORM:
Richard K. Casner
First Assistant City Attorney
ao/Richard/LEDA-Txable Loan Agmtl 13007.res
December 6, 2007
Resolution No. 2008-R0001
Exhibit "A"
UNSec
PROMISSORY NOTE RE; 2011009128
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References in the boxes above are for Lender's use only and do not limit the applicability of this document to any particular loan a item.
An Item above containing "'•'" how been omitted due to text la limitations,
Borrower: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, Lender: American State Bank
INC. LENDWG DIVISION
1301 BROADWAY, SURE 200 1401 AVENUE 0
LUBBOCK,TX 7940e PO BOX 1401
LUBBOCK, TX 79409-1401
Principal Amount: $500,000.00 InMai Rate: 6.250% Date of Note: January 12, 2008
PROMISE TO PAY. LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC. ("Borrower`I promises to pay to. American State Bank ("Lander'), or
order, 1n lawful owney of the United Steles of America, the principal amount of five Hundred Thousand & OOAGO Doom 1*500,000.00) or so
much m may be outstanding, together with Interest an the unpaid outstanding principal balance of much advance. Interest shall be calculated
from the date of each advance until repayment of each advance or maturity, whlchavw occurs first.
CHOICE OF USURY CEILING AND INTEREST RATE. The interest rate on this Nate has been implemented under the 'Quarterly Calling" an
referred to in Section 303,000 of the Taxes Finance Code. The terms, including the rate, or index, formula, or provision of law used to compute
the rate on the Note, will be subject to revision as to current and future balances, from time to time by -notice from Lender in compliance with
Section 303.103 of the Texas Finance Code.
PAYMENT. Borrower will pay this loan In one payment of all outstanding principal plus all accrued unpaid Interest on January 12, 2009, in
addition, Borrower will pay regular monthly payments of d accrued unpaid interest due as of each payment date, begirhning February 12, 2008,
with all subsequent Interest payments to be due on the some day of each month after that. Unless otherwise agreed of requited by applicable
law, payments ws he applied fist to any accrued unpaid Interest: than to principal; then to sty unpaid collection costs: and then to any late
charges. The annual interest rate for thfa Nate Is computed on a 30B1360 basis: that is, by applying the ratio of the annual interest rate over a
yaw of 360 days, hnuldlined by the outstanding principal belance, multiplied by the actual number of days the pr)nolpa► balance is outstanding,
unless such calculation would result In a usurious rate, In which case Interest shall be calculated on a per diem bade of a yew of 386 or 366
days, es the case may be. Borrower will pay Lender at lender's address shown above or at such other place as Lender may deaigrel In
writing. Notwithstanding any other provision of this Note, Lander will not charge interest on my mndlabursed loan proceeds. No scheduled
peymarrx, whether of principal or Interest or both. will be due unless sufficient loan funds have been disbursed by the scheduled payment date to
)usdttr the payment.
VARIABLE INTEREST RATE. The Interest rate on this Nobs Is subject to change from time to time based on changes in an Index which is the
AMERICAN STATE BANK, BASE RATS AS IT MAY EXIST AND CHANGE FROM TIME TO TIME (the 'Index"). The Index is not necessarily the
lowest rate charged by Lender on its loans and is out by Lender In Its sole discretion. If the Index becomes unavailable during the term of this
loan, Lander may designate a substitute index after notifying Borrower. Lender will tell Borrower the currentn Index rate upon Borrower's
requital. The Interest rate change will not occur more often then each DAY, Borrower understands that Lender may make loans based on other
rates as well, The Index currently Is 7.250% per annum. The interest rate to be applied prior to maturity to the unpaid principal balance during
this Note awes be at . rate of 1.000 percentage point under the Index, resulting In an initial rate of 0.250% per annum. NOTICE: Under no
circumstances will the Interest rate an this Note be more than (except for arty higher default rate or Post Maturity Rate shown below) the leaser
of 18.OD0% per anmum or the maximum rate allowed by applicable low. For purposes of this Note, the `maximum rate allowed by applicable
law" moons the greater of (A) the maximum rate of Interest permitted under federal or other law applicable to the Indebtedness evidenced by
this Note, or (8) the "Quarterly Calling' as referred to in Section 302.008 of the Taxes Finance Code.
PREPAYMENT, Borrower may pay without penalty all or a portion of the amount owed earlier than it is due. Prepayment in full shall consist of
payment of the remaining unpaid principal balance together with all accrued and unpakt Interest and all other amounts, costs and expenses for
which Borrower is res➢onsible under this Note or any other agreement with lender pertaining to this loan, and In no event will Borrower ever be -
required to pay any unearned interest. Early payments will not, unless agreed to by Lender In writing, relieve Borrower of Borrower's obligation
to continue to make payments of accrued unpaid Interest. Rather, early payments will reduce the principal balance due. Borrower agrees not to
send Lender payments marked "paid in full', "without recoures", or Similar language. If Borrower sends such a payment, Lender may accept R
without losing any of Lender's rights under this Note, and Borrower will remain obligated to pay any further amount owed to Lender. All
written
communications concerning disputed amounts, Including any check or other puymant instrument that Indicates that the payment constitutes
'payment In full' of the amount owed or that Is tendered with other conditions or limitations or as full satisfectlon of a disputed amount must be
mulled or delivered to: American State Bank, LENDING DIVISION, 1401 AVENUE Q, PO BOX 1401, LUBBOCK, TX 79408-1401,
LATE CHARGE. If a payment Is 10 days of more late, Borrower will be charged 6,000% of the regularly scheduled payment or $100.00,
whichever to Mae.
POST MATURITY RATE. The Post Maturity Rate on this Note Is the lesser, of (A) the maximum rate allowed by law or (8) 18.000% per
annum. Borrower will pay Interest an all sums due after final maturity, whether by eccelerstlon or otherwise, at that rite.
DEFAULT. Each of the following shall constitute an event of default i"Event of Default") under this Note;
Payment Defsutt. Borrower tells to make any payment when due under this Nate.
Other Defaults, Borrower falls to comply with or to perform any other term, obligation, covenant or condition contained in this Note or In
any of the related documents or to comply with or to perform any term, obligation, covenant or condition contained in any otter agreement
between Lender and Borrower.
False Statavarl Any warranty, representation or statement made or furnished to Lender try Borrower or on Borrower's behalf under this
Note or the related documents Is false or misleading in any material respect, either now or at the time made or furnished or becomes false
or misleading at any time thereafter.
Insolvency. The dissolution or termination of Borrower's existence as a going business, the insolvency of Borrower, the appointment of a
receiver for any pert of Borrower's property, any assignment for the benefit of creditors, any type of creditor workout, or the
commencement of any proceeding under any bankruptcy or Insolvency laws by or against Borrower.
Creditor or Forfeltu re Proceedings. Commenoement of foreclosure or forfeiture proceeding., whether by judicial proceeding, self-help,
repossession or any other method, by any creditor of Borrower or by any governmental agency against any collateral securing the loan.
This includes a garnishment of any of Borrower's accounts, Including deposit accounts, with Lender. However, this Event of Default shall
not apply If throe is a good faith dispute by Borrower as to the validity or reasonableness of the claim which is the basic of the creditor or
forfeiture proceeding and If Borrower g(vas Lender written notice of the creditor or forfeiture proceeding and deposits with Lender monies or
a surety bond for the creditor or forfefture proceeding, in an amount determined by Lender, in Its sole discretion, as being an adequate
reserve or bond tar the dispute.
Events Affecting Guarantor. Any of the preceding events occurs with respect to any guarantor, endorser, surety, or accommodation perry
of any of the indebtedness or any guarantor, endorser, surety, or accommodation party dies or becomes Inwmpeterrt, or revokes or
disputes the validity of, or liability under, any guaranty of the indebtedness evidenced by this Note.
Change In Ownership, Any change in ownership of twenty-five percent (25%) or more of the common stock of Borrower.
Adverse Change. A material adverse charge occurs in Borrower's financial condition, or Lender believes the prospect of payment or
performance of this Nate Is Impoked.
Insecurity. Lender In good faith beleves itself Insecure.
Cure Provisions. 11 any default, other than a default In payment is curable, it rnay be cured if Borrower, after receiving written notice from
Lander demanding cure of such default: (1) curse the default within ten 110) days; or (2) If the cure requires more then ten (10) days,
immediately initiates steps which Lender deems in Lender's sole discretion to be sufficient to cure the default and thereafter continues and
completes all reasonable and necessary steps sufficient to produce compliance as soon as reasonably practical.
LENDER'S RIGHTS. Upon default, Lender may declare the entire Indebtedness, Including the unpaid principal balance under this Note, all
accrued unpaid interest, and all other amounts, caste and expenses for which Borrower is responsible under this Note or any other agreement
with Lender pertaining to this loan, Immediately due, without notice, and than Borrower will pay That amount,
ATTORNEYS' FEES; EXPENSES. Lender may hire an attorney to help collect this Note If Borrower does not pay, and Borrower will pay Lender's
reasonable attorneys' fees, Borrower also will pay Lender all other arri Lander actually Incurs as court casts, lawful fees for filing,
recording, releasing to any publlo office any instrument securing this Note; the reasonable cost actually expended for repossessing, atorirg,
preparing for sale, and selling any security; and fees for noting a lien on or transferring a certificate of title to any motor vehicle offered as
PROMISSORY NOTE
Loan No: 2011009126 (Continued) Page 2
security for this Note, or premiums or Identifiable charges received in connection with the sale of authorized Insurance.
GOVERNING LAW. This Note will be governed by federal law applicable to Lender and, to the extent not preempted by federal taw, the laws of
the State of Texas without regard to Its conflicts of low provisions. This Note has been accepted by lender In the State of Texas.
DISHONORED CHECK CHARGE. Borrower will pay a processing fee of 025.00 if any check given by Borrower to Lender as a payment on this
loan Is dishonored.
RIGHT OF SETOFF. To the extern permitted by applicable law, Lender reserves a right of setoff In all Borrower's accounts with Lender !whether
checking, savings, or some other account). This Includes all accounts Borrower holds joIntly with someone else and all accounts Borrower may
open In the future, However, this does not include any IRA or Keogh aceourrts, or any trust accounts for which setoff would be prohlbited by
low. Borrower authorizes Lender, to the extent permitted by applicable low, to charge or setoff all sums owing on the debt against any and all
such accounts.
COLLATERAL. This loan is unsecured.
LINE OF CREDIT. This Note evidences a revolving line of credit. Advances under this Note may be requested orally by Borrower or as provided
in this paragraph. Lender may, but need not, require that all oral requests be confirmed in writing. Ali communications, instructions, or
directions by telephone or otherwise to Lender ore to be directed to Lender's office shown above. The following person or persons are
authorized to request advances and authorize payments under the line of credit until Lender receives from Borrower, in Lender's address shown
above, written notice of revocation of such authority: JANA JOHNSTON, and GARY LAWRENCE. Borrower agrees to be liable for all sums
either: (A) advanced in accordance with the instructions of an authorized person or IS) credited to any of Swrower's accounts with Lender.
The unpaid principal balance owing on this Note at any time may be evidenced by endorsements on this Note or by Lender's Internal records,
Including daily computer print-outs. Lender will have no obligation to advance funds under this Note if: (A) Borrower or any guarantor is in
default under the terms of this Note or any agreement that Borrower or any guarantor has with Lender, including any agreement made in
connection with the signing of this Note; (B) Borrower or any guarantor ceases doing business or is insolvent; (C) any guarantor seeks, claims
or otherwise attempts to limit, modify or revoke such guarantor's guarantee of this Note or any other loan with Lender; (D) Borrower has
applied funds provided pursuant to this Note for purposes other than those authorized by Lender; or (Ey Lender In good faith believes itself
Insecure. This revolving line of credit shall not be subject to Ch. 346 of the Texas Finance Code.
RENEWAL AND EXTENSION. Title Note is given in renewal and extension and not in novation of the following described Indebtedness: the
Promissory Note from LUBBOCK ECONOMIC DEVELOPEMENT ALLIANCE, INC. to AMERICAN STATE BANK dated FEBRUARY 1, 2006 in the
original principal amount of $500,000.00.
REPAYMENT PROVISION. Notwithstanding any other provision contained hereb, neld'w the State of Taxes nor the City of Lubbock, Taxes,
shall be obligated to pay the indebtedness herein incurred or any Interest thereon and that neither Ike faith and credit nor the taxing power of
either the State of Texas or the City of Lubbock, Texas, is pledged to the payment of the principal of or the irmwsot on such Indebtedness. The
source of fund* for the repayment of the lndebtadness shall be limited to 1.) the proceeds cf"cite soft of bonde issued by Lubbock Economic
Development Alliance, Inc., ('LEDA"h, 2.) revenue* realized from the lease or sate of any project or realised from a ban made by LEDA to
finance or refinance a project, and/or 3.) revenues from a contract with the City of Lubbock under Section 380.002 of the Local Government
Code.
SUCCESSOR INTERESTS. The terns of this Nate shell be binding upon Borrower, and upon Borrower's heirs, personal representatives,
successors and assigns, and shell inure to the benefit of Lender and Its successors and assigns.
GENERAL PROVISIONS. If any pan of this Note cannot be enforced, this fact will not affect the rest of the Note. Borrower does not agree or
intend to pay, and Lender does not agree or intend to contract for, charge, collect, take, reserve or receive (colbctively referred to herein as
"charge or collect'), any amount In the nature of interest or in the nature of a fee for this loan, which would In any way or event (Including
demand, prepayment, or acceleration) cause Lender to charge or collect more for this loan then the maximum Lender would be permitted to
charge or collect by federal low or the law of the State of Texas (as applicable). Any such excess interest or unauthorized fee shall, Ensued of
anything stated to the contrary, be applied first to reduce the principal balance of this loan, and when the principal ftas been paid in full, be
refunded to Borrower. The right to accelerate maturity of sums due under this Note does not include the right to accelerate any interest which
has not otherwise accrued on the date of such acceleration, and Lender doss not intend to charge or collect any unearned Interest in the event
of acceleration. All sums paid or agreed to be paid to Lander for the use, forbearance or detention of sums due hereunder shelf, to the extent
permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of the loan evidenced by this Note until
payment In full so that the rate or amount of interest on account of the loan evidenced hereby does not exceed the eppliceble usury ceiling.
Lender may delay or forgo enforcing any of Its rights or remedies under this Note without losing them. Borrower and any other person who
signs, guarantees or endorses this Note, to the extent allowed by law, waive presentment, demand for payment, notice of dishonor, notice of
intent to accelerate the maturity of this Note, and notice of acceleration of the maturity of this Note. Upon any change in the terms of this Note,
and unless otherwise expressly stated In writing, no party who signs this Note, whether as maker, guarantor, accommodation maker or
endorser, shall be released from liability. All such parties agree that Lender may renew or extend (repeatedly and for any length of time) this
loan or release any party or guarantor or collateral; or impair, fail to realize upon or perfect Lender's security interest in the collateral without the
consent of or notice to anyone. All such parties also agree that Lender may modify this loan without the consent of or notice to anyone other
than the party with whom the modification Is made. The obligations under this Note aro joint and several.
PRIOR TO SIGNING THIS NOTE, BORROWER READ AND UNDERSTOOD ALL THE PROVISIONS OF THIS NOTE, INCLUDING THE VARIABLE
INTEREST RATE PROVISIONS. BORROWER AGREES TO THE TERMS OF THE NOTE.
BORROWER ACKNOWLEDGES RECEIPT OF A COMPLETED COPY OF THIS PROMISSORY NOTE.
BORROWER:
LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.
By. By:
JANA JOHNSTON, CFO of LUBBOCK ECONOMIC GARY LAWRENCE CEO of LUBBOCK ECONOMIC
DEVELOPMENT ALLIANCE, INC. DEVELOPMENT ALLIANCE, INC.
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CORPORATE RESOLUTION TO BORROW l GRANT COLLATERAL
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References in the shaded area are for Lander's use only and do not limit the applicability of this document to any particular loan or item.
Any Item above containing '***" has been emitted due to text length limitations.
Lender: Amarbmt State Bank
Corporation: LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, LENDING DIVISION
INC. 1401 AVENUE O
1301 BROADWAY, SUITE 200 PO BOX 1401
LUBBOCK, TX 79408 LUBBOCK. TX 7S408.1401
WE, THE UNDERSIGNED, DO HEREBY CERTIFY THAT:
THE CORPORATION'S EXISTENCE. The complete and correct name of the Corporation is LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE,
INC. ("Corporation'). The Corparation 4 a corporation for profit which la, and at all tkmes shall be, duly organized, validly existing, and in good
standing under and by virtue of the laws of the State of Texas. The Corporation Is duly authorized to transact business in all other states in
which the Corporation is doing business, having obtained all necessary filings, governmental licenses and approvals for each state in which the
Corporation Is doing business, Specifically, the Corporation Is, and at all times shall be, duly qualified as a foreign corporation in all states In
which the failure to so qualify would have a materiel adverse effect on its business or financial condition, The Corporation has the full power
and authority to own Its properties and to transact the business in which it is presently engaged or presently proposes to engage, The
Corporation maintains an office at 1301 BROADWAY, SUITE 200, LUBBOCK, TX 79408. Unless the Corporation has designated otherwise in
writing, the principal office Is the office at which the Corporation keeps its books and records. The Corporation will notify Lender prior to any
change in the location of the Corporation's state of organization or any change In the Corporation's name. The Corporation shelf do all things
necessary to preserve and to keep In full force and effect its existence, rights and privileges, and shall comply with all regulations, rules,
ordinances, statutes, orders and decrees of any governmental or queel-governmental authority or court applicable to the Corporation and the
Corporation's business activities.
RESOLUTIONS ADOPTED. At a meeting of the Directors of the Corporation, or If itre Corporation Is a class corporation having no Board of
Directors than at a meeting of the Corporation's shareholders, duly called and held an Jurw 1, 2007, at which a quorum was present and voting,
or by other duly authorized action in lieu of a meeting, the resolutions set forth In this Resolution ware adopted.
OFFICERS, The following named persons are officers of LUBBOCK ECONOMIC DEVELOPMENT ALLIANCE, INC.;
NAMES TITLES AUTHORIZED A L SIGNATURES
JANA JOHNSTON CFO y W
GARY LAWRENCE CEO y
ACTIONS AUTHORIZED. Any two 12) of the authorized persons listed above may ant into any agreements of any, nature with Lender, and
those agreements will bind the Corporation. Specifically, but without limitation, any two 12) of such authorized persons are authorized,
empowered, and directed to do the following for and on behalf of the Corporation:
Borrow Money. To borrow, as a cosigner or otherwiso, from time to time from Lender, on such terms as may be agreed upon between the
Corporation and Lender, such sum or sums of money as in their judgment should be borrowed, without limitation.
Execute Notes, To execute and deliver to Lender the promissory note or notes, or other evidence of the Corporation's credit
accommodations, on Lender's forms, at such rates of interest and on such terms as may be agreed upon, evidencing the sums of money so
borrowed or any of the Corporation's indebtedness to Lander, and also to execute and deliver to Lander one or more renewals, extensions,
modifications, refinancings, consolidations, or substitutions for one or more of the notes, any portion of the notes, or any other evidence of
credit accommodations,
Grant Security. To mortgage, pledge, transfer, endorse, hypothecate, or otherwise encumber and deliver to Leader any property now or
hereafter belonging to the Corporation or In which the Corporation now or hereafter may have an interest including without limitation all of
the Corporation's real property and all of the Corporation's personal property Itangible or iMengble), as security for the psymem of any
loans or credit accommodations no obtained, any promissory notes so executed 6nduding any amendments to or modifications, renewals,
and extensions of such promissory notes), or any other or further indebtedness of the Corporation to Lander at any Nma owing, however
the same may be evidenced. Such property may be mortgaged, pledged, transferred, endorsed, hypothecated or encumbered at the time
such loans are obtslrad or such Indebtedness In Incurred, or at any other time or times, and may be either in addition to or In lieu of any
property theretofore mortgaged, pledged, transferred, endorsed, hypothecated or encumbered.
Execute Security Docamants. To execute and deliver to Lender the forms of mortgage, dead of trust, pledge agreement, hypothecation
agreernent, and other security agreements and financing statements which Lender may require and which shall evidence the terms and
conditions under and pursuant to which such Ilene and encumbrances, or any of them, are given; and also to execute and deliver to Lender
any other written instruments, any chattel paper, or any other collateral, of any kind or nature, which Lander may deem necessary or proper
in connection with or pertaining to the giving of the lions and encumbrances. Notwithstanding the foregoing, any one of the above
authorized persons may execute, deliver, or record financing statements.
Negotiate Items, To draw, endorse, and discount with Lender all drafts, trade acceptances, promissory notes, or other evidences of
indebtedness payable to or belonging to the Corporation or in which the Corporation may have an intareat, and either to receive cash for the
same or to cause such proceeds to be credited to the Corporation's account with Lender, or to cause such other disposition of the
proceeds derived therefrom as they may deem advisable.
Further Acts. In the case of lines of credit, to designate additional or alternate individuals as being authorized to request advances under
such lines, and in all cases, to do and perform such other acts and things, to pay any and all fees and costs, and to execute end deliver
such other documents and agreements as the officers may in their discretion deem reasonably necessary or proper in order to carry into
effect the provisions of this Resolution. The following persons currently are authorized to request advances and authorize payments under
the line of credit until Lender receives from the Corporation, at Lender's address shown above, written notice of revocation of their
authority: JANA JOHNSTON; and GARY LAWRENCE.
ASSUMED BUSINESS NAMES, The Corporation has filed or recorded all documents or flings required by law relating to all assumed business
names used by the Corporation. Excluding the name of the Corporation, the fallowing Is a complete flat of all assumed business names under
which the Corporation does business: None,
NOTICES TO LENDER. The Corporation will promptly notify Lender in writing at Lender's address shown above (or such other addresses as
Lander may designate from time to,tims) prior to any (A) change in the Corporation's name; (B) change in the Corporation's assumed
business name(s); (C) change in management of the Corporation; (D) change in the authorized signaris); (E) change In the Corporetion'a
Principal office address; (F) change In the Corporation's state of organization; (0) conversion of the Corporation to a new or different type of
business entity; or (H) change in any other aspect of the Corporation that directly or indirectly relates to any agreements between the
Corporation and Lander. No change in the Corporation's name or state of organization will take effect until after Lender has received notice.
CERTIFICATION CONCERNING OFFICERS AND RESOLUTIONS. The officers named above are duly elected, appointed, or employed by or for the
Corporation, as the cane may be, and occupy the positions set opposite their respective names. This Resolution now stands of record on the
books of the Corporation, is in full force and effect, and has not been modified or revoked in any manner whatsoever.
NO CORPORATE SEAL, The Corporation has no corporate seal, and therefore, no seal is affixed to this Resolution.
CONTINUING VALIDITY. Any and all acts authorized pursuant to this Resolution and performed prior to the passage of this Resolution are
hereby ratified and approved. This Resolution shall be continuing, shall remain in full force and effect and Lender may rely on It until written
notice of Its revocation shall have been delivered to Lender and receipt acknowledged by Lender in writing at Lenders address shown above (or
such addresses as Lender may designate from time to time). Any such notice shall not effect any of the Corporation's agreemanta or
commitments in effect at the time notice Is given.
IN TESTIMONY WHEREOF, we hew hereunto sat our hand and attest that the signatures set opposite the names listed above are their genuine
signatures,
We each haw read all the provWom of this Resolution, and we each personally and on behalf of the Corporation certify that all statements and
representations made in Oft Resolution an true rod correct. This Corporate Resolution to Borrow f Grant Collemral is dated June 1, 2007,
CERTIFIED TO AND ATTESTED BY:
NOTE; If the offfwe siprdnq dW Rnatutfon are d"gmfed by the iwdgNrq dwwwrt a vo of the offices &Atat:ed to act on the CorWatfon's behalf, It k bvk" to Iwe d* Roolydw
signed by at low one rror,wttmdwd offlow of dv Cmpraadon.
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LEDA-ASH Line of Credit- Corporate Resolution
January 2, 2008