Exhibit 10.10 (a)
LOAN AGREEMENT
THIS LOAN AGREEMENT, made and entered into this 20th day of
November, 1998, by and between the West Virginia Economic
Development Authority ("WVEDA"), ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇,
▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and American
Woodmark Corporation, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, P. 0. ▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇.
WITNESSETH:
WHEREAS, American Woodmark Corporation, a West
Virginia corporation (the "Company"), has purchased, acquired
and installed certain equipment, machinery and fixtures in its
facility, located at Moorefield, West ▇▇▇▇▇▇▇▇, described in
Exhibit A (the "Equipment Project");
WHEREAS, the total estimated cost of the Equipment
Project is $1,050,000-00;
WHEREAS, WVEDA has agreed to make a loan to the
Company in the amount of $500,000 for a term of ten (10) years
with interest at the Wall Street Journal Prime Rate as of
November 23, 1998 less four percent (4%) (subject to a floor of
five percent (5%)) to be used to permanently finance a portion
of the cost of the Equipment Project (the "WVEDA Loan");
WHEREAS, the balance of the cost of the Equipment
Project is to be paid by the Company;
WHEREAS, the collateral for said WVEDA Loan shall be a
first lien on the Equipment Project and replacements thereto of
the Company, which is to be located at the Company's facility at
Route 220 South, Industrial Park, Moorefield, West Virginia (the
"Moorefield Facility"); and
WHEREAS, the Company has represented to WVEDA that the
WVEDA Loan shall ultimately be applied toward the permanent
financing of said equipment, machinery and fixtures which
comprise the Equipment Project as outlined in the loan
application submitted to WVEDA.
NOW, THEREFORE, In consideration of the premises and
of the mutual covenants and agreements herein contained, the
parties hereto covenant and agree to and with each other as
follows:
A. The Loan and Collateral:
1. The WVEDA Loan shall be made and disbursed, as set
out in the loan application from the Company to WVEDA.
2. WVEDA agrees to loan to the Company the sum of
$500,000 for a term of ten (10) years at an annual fixed rate of
interest which is the Wall Street Journal Prime Rate less four
percent (4%), provided, however, that the interest rate will be a
minimum of five percent (5%), which WVEDA Loan shall represent
not more than seventy-five percent (75%) of the total cost of the
Equipment Project.
3. The note evidencing the WVEDA Loan and the
collateral and security which shall secure the repayment of the
WVEDA Loan shall be as follows:
(a) The Company agrees to execute and deliver to WVEDA
a negotiable Promissory Note (the "Promissory
Note") payable to the order of WVEDA in the
principal sum of $500,000 for a term of years and
bearing interest at the rate set out above payable
in 120 consecutive monthly payments of principal
and interest commencing one month from the date of
the Promissory Note, said Promissory Note to be
substantially in the form set forth in Exhibit B
attached hereto.
(b) The Company shall grant to WVEDA a first lien
security interest, pursuant to the Uniform
Commercial Code, on the Equipment Project
described in Exhibit A and all replacements
thereto and proceeds therefrom, to secure WVEDA in
the payment of the WVEDA Loan mentioned in
paragraph A.2. above. The Company further agrees
to execute and deliver to WVEDA a Security
Agreement (the "Security Agreement") in a form
acceptable to WVEDA and UCC-1 financing statements
for filing in all jurisdictions necessary to
provide WVEDA with a perfected first lien on the
Equipment Project.
B. The Disbursement of the WVEDA Loan Proceeds:
1. The total loan proceeds of the WVEDA Loan to the
Company hereunder shall be used only for the purposes set forth
in the loan application submitted by the Company to WVEDA.
2. Disbursement of the proceeds of said WVEDA Loan
shall be made at closing.
C. Representations, Covenants and Warranties of the
Company:
1. The Company is a duly organized and existing
corporation under the laws of the State of Virginia, and is
qualified to do business in, and is in good standing under the
laws of, the State of West Virginia.
2. The execution, delivery and performance of this
Loan Agreement and other documents and writings referred to
herein or otherwise relating hereto are all within the Company's
corporate powers, have been duly authorized and are not in
contravention of law, or the terms of the charters, bylaws, or
other corporate papers, or of any indenture, agreement or
undertaking to which the Company is a party or by which the,
Company is bound. This Loan Agreement, the Promissory Note, the
Security Agreement and the other loan documents to which the
Company is a party, when executed by the Company are and will be
legal, valid and binding obligations of the Company (subject to
bankruptcy and equitable principles) and the Security Agreement
shall create a first priority security interest in the Equipment
Project.
3. Prior to the disbursement of any proceeds of the
WVEDA Loan by WVEDA to the Company, the Company shall provide
WVEDA with certified copies of the Company's corporate
resolutions authorizing the Company's officers to execute this
Loan Agreement, the Promissory Note, the Security Agreement and
other documents described above, as well as other documents
necessary to consummate the WVEDA Loan being made hereunder.
All such documents shall be in the usual and customary form, and
shall be satisfactory to counsel for WVEDA.
4. Prior to the disbursement of any proceeds of the WVEDA Loan
by WVEDA to the Company, the Company shall provide WVEDA with a
list of specific equipment installed or placed at the Moorefield
Facility being the Equipment Project, shall provide documentary
evidence of the cost of said equipment, and shall certify to
WVEDA that such equipment (which comprises the Equipment Project
and is to be pledged as collateral for the WVEDA Loan) has a
value equal to or greater than $1,000,000 and has an average
useful life of no less than ten (10) years.
5. Prior to the disbursement of any proceeds of the WVEDA
Loan by WVEDA to the Company, the Company will furnish to WVEDA
an opinion of its counsel, with current date, covering such
matters incident to the transaction herein contemplated as may be
requested in form and substance satisfactory to counsel for
WVEDA.
6. Prior to the disbursement of any proceeds of the WVEDA
Loan, WVEDA shall have filed financing statements in all
jurisdictions necessary to provide WVEDA a first priority,
security interest in the Equipment Project evidenced by a
certified UCC lien search of the West Virginia Secretary of State
and such other evidence acceptable to WVEDA as to the perfection
of said interest by filing and recordation.
7. All information at any time or times furnished to
WVEDA by the Company concerning the Company's financial condition
or otherwise, for the purpose of obtaining the WVEDA Loan being
made hereunder by WVEDA to the Company and any other credit or
extension or renewal of such WVEDA Loan or other credit, and so
long as any part of such WVEDA Loan or extensions or renewals
thereof remain outstanding is and will be at the time the same is
furnished, accurate and correct in all material respects and
complete insofar as completion may be necessary to give WVEDA
true and accurate knowledge with respect thereto.
8. At the time. the proceeds of the WVEDA Loan are
disbursed, as provided herein, the Company shall be in material
compliance with and shall thereafter remain in material
compliance with all Federal and State of West Virginia laws, including
regulations applicable to its business for so long as any part of
the WVEDA Loan referred to in this Loan Agreement is outstanding;
subject, however, to the Company's right to contest the same in
good faith.
9. Neither the execution and delivery by the Company
of this Loan Agreement, the Promissory Note, the Security
Agreement or other documents referred to herein nor consummation
of the transactions contemplated thereby, nor compliance with the
terms, conditions and provisions thereof will (i) conflict with
or result in a breach of any of the terms, conditions or
provisions of any agreement or instrument to which the Company is
a party, or constitute a default thereunder, or (ii) violate any
law or any rule, regulation, order, writ, injunction or decree of
any court or governmental instrumentality or agency.
10. So long as any part of the WVEDA Loan being made
hereunder by WVEDA to the Company is outstanding:
a. The Company shall promptly give WVEDA notice
of any unusual problems or developments affecting
its business operations which may adversely
affect: (i) its ability to repay such WVEDA Loan;
and (ii) the collateral securing such WVEDA Loan.
b. The Company shall pay and discharge or cause to be
paid or discharged all tax claims relating to the
collateral securing the WVEDA Loan being made
hereunder, when due, except such as to which a
bona fide dispute exists, and which are being
contested in good faith.
c. The Company shall maintain proper books of records
and accounts in accordance with generally accepted
accounting principles consistently applied, in
which full, true and correct entries shall be made
of all of its dealings and business affairs, and
the Company shall permit WVEDA or its authorized
representatives, to inspect and audit its books of
record and account at any reasonable time or times
upon receiving a request with respect thereto.
WVEDA personnel and all agents of WVEDA shall be
authorized to enter upon the premises of the
Company and into any building thereon, whether
permanent or temporary, jointly or separately, to
carry out inspections. These inspections may be
scheduled or unscheduled.
d. The Company shall:
(i) Promptly furnish WVEDA annual financial
statements within 90 days of the end of the
Company's fiscal year, all in reasonable detail
and prepared by an independent certified public
accountant of recognized standing acceptable to
WVEDA and whose certificate or opinion
accompanying such financial statements is in form
and substance acceptable to WVEDA;
(ii) Not declare, or make, or incur any liability
to make, any payment in cash or other assets
either as dividends or other distributions upon
any shares of any class of capital stock of the
Company, or purchase, retire, redeem or otherwise
acquire for value any shares of any class of
capital stock of the Company, if any of the
following circumstances are in existence at that
time: (a) the Company is in default of any
financial covenant relating to the WVEDA Loan; (b)
the Company is in default or is unable to pay its
current financial obligations under any financing
documents with any of its lenders; or (c) the
Company has failed to pay when due any
governmental tax, charge, fee or assessment
(subject to the absolute right of the Company to
in good faith challenge such tax, charge, fee or
assessment). Any change in this requirement for
dividends must be approved by WVEDA.
(iii) Not increase salaries or compensations
of officers or owners unless all of the Company's
debts are paid to a current status;
(iv) Not make any loans or advances to any
officer, shareholder, director or employee, except
for temporary advances in the ordinary course of
business; and
(v) Cause loans to the Company from
shareholders, directors or officers to be
subordinated, both for collateral and repayment,
to the WVEDA Loan, and payments thereon shall be
deferred until the WVEDA Loan is paid in full.
11. So long as the WVEDA Loan described hereunder from
WVEDA to the Company or any renewal or extension thereof, remains
unpaid in whole or in part, or so long as any other liability or
indebtedness of the Company to WVEDA shall exist:
a. The Company shall conduct its business in a
normal manner in the ordinary course of business
and remain in business and employ persons from the
general vicinity of Hardy County, West Virginia to
the extent possible. The WVEDA Loan shall be
callable at the option of WVEDA should the Company
cease operations of the Moorefield Facility or if
there is a Significant Curtailment of Operations
at the Moorefield Facility. "Significant
Curtailment of Operations" shall mean a condition
at the Moorefield Facility where employment (as
measured in terms of man hours) for any calendar
quarter is less than 50% of the average quarterly
employment for the previous four quarters, unless
such reduction is the result of strikes or other
labor unrest, casualty or causes beyond the
reasonable control of the Company.
b. At all times during the term of this Loan
Agreement, the Company shall, at its own expense,
maintain adequate liability insurance and keep or
cause to be kept the property described in Exhibit
A, fully insured (subject to a deductible not to
exceed $25,000) against fire with extended
coverage in an amount and with an insurance
company or companies satisfactory to WVEDA and
against other hazards, casualties and
contingencies in such amounts and for such periods
as may be required by WVEDA. All casualty
insurance relating to the collateral for the WVEDA
Loan shall name WVEDA as an additional insured and
as loss payee, as its interest may appear, and
providing for not less than thirty (30) days
written notice to WVEDA of the cancellation of
such policy or policies. The proceeds of any such
loss may be applied to repair or replacement of
the damaged equipment, or shall be paid to the
Company to reimburse it for any such costs
incurred by the Company prior to receipt of the
insurance proceeds. In the event of a failure or
refusal of the Company to agree with the insurance
companies issuing such policies as to the amount
and terms of any loss within sixty (60) days from
such loss, WVEDA may negotiate with and settle
said loss with such insurance company or
companies, and neither WVEDA nor the insurance
companies so involved shall, upon such settlement
being made, be liable in any manner to the
Company. The Company shall carry Workers'
Compensation insurance and other insurance against
other risks as are commonly insured against by
companies in similar types of business, all in a
manner satisfactory to WVEDA. The Company shall
purchase Federal Flood Insurance in amounts and
coverage satisfactory to WVEDA if the Company's
county is designated as a flood prone area and the
FIA map shows that the Moorefield Facility's
property is located within a special flood hazard
area, which Federal Flood Insurance, if so
required, shall name WVEDA as an additional
insured and as loss payee, as its interest may
appear.
12. The Company covenants and warrants that the real
estate on which the equipment, machinery and fixtures used as
collateral for the WVEDA Loan is to be installed or located is
not contaminated by the disposal of hazardous substances and the
Company hereby agrees to indemnify and hold WVEDA and its assigns
harmless from any loss or damage to the Equipment Project,
including costs or expenses connected therewith, resulting from
hazardous substances and waste being located on said real estate
by reason of the "Comprehensive Environmental Response
Compensation and Liability Act of 1980" or other similar acts
under the laws of the United States or of any state.
13. The Company shall perform and observe all
covenants, agreements, terms and conditions contained in this
Loan Agreement, the Promissory Note, the Security Agreement and
other documents required to be executed and delivered hereunder.
14. Except as provided herein or with the prior
consent in writing of WVEDA, the Company shall not participate in
any merger, consolidation or other reorganization, or sell or
otherwise transfer all or any part of its business or assets
which are encumbered to secure the WVEDA Loan described herein.
The WVEDA Loan shall, at the option of WVEDA, be due upon the
sale or other transfer of the Equipment Project, or any portion
thereof, in any manner whatsoever by the Company to any person,
firm or corporation without the consent in writing of WVEDA
except for sale or transfer of damaged, worn or obsolete
equipment replaced by the Company.
15. The Company shall from time to time execute such
further writings, instruments and documents and do such further
acts as WVEDA may reasonably require to effect the purposes of
this Loan Agreement.
16. All of the Company's representations, covenants
and warranties contained in this Loan Agreement shall survive the
execution and delivery of this Loan Agreement, as well as the
Promissory Note, Security Agreement and other documents described
above, and the disbursement of the WVEDA Loan proceeds hereunder
and any breach thereof by the Company shall be considered an
event of default under the Promissory Note, Security Agreement
and other documents.
17. Whenever any approvals may be required hereby by
the parties or their respective counsel with respect to the form
and sufficiency of any documents or writings, the condition of
the title to any collateral securing the loans being made
hereunder, or on any other matter, such approval shall not be
unreasonably withheld.
18. The Company shall be responsible for all WVEDA
Loan closing costs and expenses, including, but not limited to,
reasonable attorney's fees, incurred by WVEDA in connection with
this WVEDA Loan.
19. The Equipment Project shall be completed for a
cost approximating $1,050,000, as set forth above. Should at any
time said costs exceed $ 1,000,000, then WVEDA shall not be
obligated to close and disburse the WVEDA Loan, until the Company
shall have certified to WVEDA the amount expended for the
Equipment Project and the amount of equity paid in by the Company
for the same. If the overall cost of the completed Equipment
Project is less than $ 1,000,000, WVEDA participation shall be in
the same proportion to $1,000,000, as the original commitment.
20. The Company shall provide WVEDA annually, by
November 1, of each year, during the term of the WVEDA Loan, a
report showing the total number of permanent and part-time
employees of the Company working at the facility of the Company
financed in part with the proceeds of the WVEDA Loan as of
September 30 of that year and the aggregate total of gross wages
paid to these employees during the twelve (12) month period
ending September 30 of that same year.
D. Events of Default and.Remedies.-
1. The occurrence of any one of the following
shall constitute an Event of Default:
(a) Failure by the Company to pay any amounts required
to be paid under the Promissory Note or under this
Loan Agreement at the times specified therein and
herein and such failure shall continue for a
period of thirty (30) days after the same has
become due;
(b) Failure by the Company to observe and perform any
covenant, condition or agreement on its part to be
observed or performed in this Loan Agreement,
other than as referred to in (a) above and (c)
below, for a period of 30 days after written
notice, specifying such failure, requesting that
it be remedied and stating that it is a notice of
default, has been given to the Company by WVEDA,
unless WVEDA shall agree in writing to an
extension of such time prior to its expiration;
(c) The dissolution or liquidation of the Company or
the commencement by the Company or by any
guarantor of the WVEDA Loan of a voluntary case
under the United States Credit Bankruptcy Code, as
amended, or its failure promptly to lift or
suspend any execution, garnishment or attachment
of such consequence as will impair its ability to
perform its obligations under this Loan Agreement,
or the entry of an order for relief in respect of
the Company of the WVEDA Loan under the United
States Bankruptcy Code, as amended, or the
appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee,
sequestrator, or similar official of the Company
or of any substantial part of its property of the
WVEDA Loan, or an assignment by it or by any such
guarantor for the benefit of creditors, or the
entry by it into an agreement of composition with
its creditors, or the filing of a petition
applicable to the Company of the WVEDA Loan in any
proceeding seeking its reorganization,
liquidation, adjustment, composition or other
arrangement instituted pursuant to any federal or
state law; provided, however, that any such
petition filed against the Company or not filed by
the Company that is dismissed or stayed within
thirty (30) days of such filing shall not
constitute an Event of Default so long as the
Company gives written notice of such filing to
WVEDA; or
(d) Any warranty, representation or other statement by
or on behalf of the Company contained in this Loan
Agreement or in any instrument or certificate
furnished in compliance with or in reference to
this Loan Agreement is false or misleading in any
material respect, or failure by the Company to
perform or observe any condition or covenant
contained in any such document for a period of 30
days after compliance with the notice and request
provisions of paragraph D.1.(b) above.
2. Whenever any Event of Default shall have
happened and is continuing, WVEDA may, to the extent permitted by
applicable law, take any one or more of the following remedial
steps:
(a) (i) WVEDA may exercise any right, power or remedy
permitted to it by law, and shall have in
particular, without limiting the generality of the
foregoing, the right to declare the entire amount
of the WVEDA Loan (if not then due and payable) to
be due and payable immediately, and upon any such
declaration the entire amount of the WVEDA Loan
shall become and be immediately due and payable,
anything in this Loan Agreement contained to the
contrary notwithstanding. The Company shall
forthwith pay to WVEDA such amounts.
(ii) WVEDA may waive, rescind and annul such
declaration and the consequences thereof.
(b) WVEDA may take any action or remedy specified in
the Security Agreement dated as of the date hereof
between the Company and WVEDA.
(c) WVEDA may take whatever action at law or in equity
may appear necessary or desirable to collect the
payments and other amounts then due and thereafter
to become due or to enforce performance and
observance of any obligation, agreement or
covenant of the Company under this Loan Agreement.
In case WVEDA shall have proceeded to enforce its
rights under this Loan Agreement and such proceedings shall have
been discontinued or abandoned for any reason or shall have been
determined adversely to WVEDA, then and in every such case the
Company and WVEDA shall be restored respectively to their
several positions and rights hereunder, and all rights, remedies
and powers of the Company and WVEDA shall continue as though no
such proceeding had been taken.
The Company covenants that, without limiting any
remedies of WVEDA hereunder, in case an Event of Default shall
occur with respect to the payment of any installment payable
under WVEDA Loan then, upon demand of WVEDA, the Company will
pay to WVEDA the whole amount that then shall have become due
and payable under the WVEDA Loan, with interest on overdue
principal (and interest to the extent permitted by law) at the
rate payable on the WVEDA Loan.
In case the Company shall fail to pay such amounts
within the time provided in Section D. 1.(a), WVEDA shall be
entitled and empowered to institute any action or proceeding at
law or in equity without demand for the collection of the sums
so due and unpaid, and may prosecute any such action or
proceeding to judgment or final decree, and may enforce any such
judgment or final decree against the Company and collect, in the
manner provided by law, out of the property of the Company, the
moneys adjudged or decreed to be payable.
3. In the event the Company should default under any
of the provisions of this Loan Agreement and WVEDA should employ
attorneys or incur other expenses for the collection of the
payments due under this Loan Agreement or the enforcement of
performance or observance of any obligation or agreement on the
part of the Company herein contained, the Company agrees that it
will on demand therefor pay to WVEDA, the reasonable fees of
such attorneys and such other reasonable expenses so incurred by
WVEDA.
4. To the extent permitted by law, the Company will
not during the continuance of any Event of Default hereunder
insist upon, or plead, or in any manner whatever claim or take
any benefit or advantage of, any stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect
the covenants and terms of performance of this Loan Agreement.
The Company hereby expressly waives all benefits or advantage of
any such law or laws and covenants not to hinder, delay or
impede the execution of any power herein granted or delegated to
WVEDA, but to suffer and permit the execution of every power as
though no such law or laws had been made or enacted.
5. No remedy herein conferred upon or reserved to
WVEDA is intended to be exclusive of any other available remedy
or remedies, but each and every such remedy shall be cumulative
and shall be in addition to every other remedy given under this
Loan Agreement or now or hereafter existing at law or in equity
or by statute. No delay or omission to exercise any right or
power accruing upon any default shall impair any such right or
power or shall be construed to be a waiver thereof, but any such
right and power may be exercised from time to time and as often
as may be deemed expedient. In order to entitle WVEDA to
exercise any remedy reserved to it in this Article, it shall not
be necessary to give any notice, other than such notice as may
be herein expressly required.
6. In the event any agreement contained in this Loan
Agreement should be breached by the Company and thereafter waived
by WVEDA, such waiver shall be limited to the particular breach
so waived and shall not be deemed to waive any other breach
hereunder.
7. The Events of Default and remedies set forth in
this Section D shall be in addition to all other defaults and
remedies set forth in this Loan Agreement.
E. General Provisions:
1. This Loan Agreement shall be binding upon and
inure to the benefit of all of the parties hereto, and their
respective successors and assigns. This Loan Agreement and the
agreements and documents relating thereto may be assigned by
WVEDA without the consent of the Company. The Company may not
assign this Loan Agreement or any of its rights and obligations
hereunder or under the other documents and agreements relating
thereto without the written consent of WVEDA, and any attempted
assignment without such consent shall be null and void.
2. The parties hereto shall not be deemed to have
waived or agreed to the modification of any of the provisions
hereof, except by instrument in writing duly signed by them.
3. If any provision of this Loan Agreement shall be
held or deemed to be or shall, in fact, be illegal, inoperative
or unenforceable, the same shall not affect any other provision
or provisions herein contained or render the same invalid,
inoperative or unenforceable to any extent whatsoever.
4. This Loan Agreement and all other agreements
related hereto shall be governed and construed in accordance with
the laws of the State of West Virginia. Headings and titles
herein and therein are for convenience only and shall not
influence such construction or interpretation.
5. All notices required or desired to be given
hereunder shall be served by certified mail on the party intended
at its address shown below, which notice shall be deemed given at
the time deposited in the U.S. Mail, postage prepaid:
West Virginia Economic Development Authority
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
American Woodmark Corporation
P. 0. Box 1980
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
IN WITNESS WHEREOF, WVEDA and the Company have caused
their corporate names to be signed hereto by their respective
officers duly authorized, all as of the day and year first above
written.
WEST VIRGINIA ECONOMIC DEVELOPMENT
AUTHORITY
By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Its: Executive Director
AMERICAN WOODMARK CORPORATION
By: ▇▇▇▇▇ ▇▇▇▇▇
Its: Treasurer
EXIIIBIT A
List of Equipment
Useful
Description Vendor Cost Life
------ ---- -----
Misc. Parts Wrapper Resourcement $43,103 10
Printer for Wrapper ▇▇▇▇▇ Inc. 23,270 10
Boiler ▇▇▇▇▇ Boiler 273,000
▇▇▇▇▇▇ Supply 1,939
Grainger 1,815
-------
Total Cost 276,754 15
Colashi DET Danchaert Woodworking 122,822 10
▇▇▇▇▇▇▇ Mineral Fab. 23,541 10
▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. 82,135
-------
Total Cost 105,676 10
Spindle Shaper Mineral Fab. 4,050
3K Machinery 7,900
-------
Total Cost 11,950 10
Bumper Machine Mineral Fab. 35,000 10
Dust Collection System Flemex Inc. 10,355
▇▇ ▇▇▇▇ Sheet Metal 168,812
-------
Total Cost 179,167 15
Automatic Door Clamp Giben America Inc. 216,000 10
Rye Shaper Fab-Tex Fixtures 2,510
3K Machinery 18,500
-------
Total Cost 21,010 10
Grand Total $1,034,753 12
EXHIBIT B
Promissory Note