HomeMy WebLinkAbout2008-12-7498ORDINANCE NO. 2008-12-7498
AN ORDINANCE OF THE CITY OF PADUCAH, KENTUCKY,
APPROVING A FINANCING AGREEMENT AMONG THE CITY OF PADUCAH,
KENTUCKY, THE COUNTY OF MCCRACKEN, KENTUCKY, AND THE GREATER
PADUCAH ECONOMIC DEVELOPMENT COUNCIL, WITH RESPECT TO A PUBLIC
PROJECT; AUTHORIZING THE EXECUTION OF VARIOUS DOCUMENTS RELATED
TO SUCH FINANCING AGREEMENT.
WHEREAS, the City of Paducah, Kentucky (the "City") has previously
determined, and hereby further determines, that it is a public purpose to reduce unemployment in
the City, to increase the City's tax base, to foster economic development within the City of
Paducah and the County of McCracken and to promote the development of a skilled workforce,
all to the benefit of the citizens and residents of the City; and
WHEREAS, the City and the County of McCracken, Kentucky (the "County")
have further determined that it is necessary and desirable to accomplish such public purposes that
the City and the County must proceed at this time to provide certain financial assistance to the
Greater Paducah Economic Development Council ("GPEDC") in order for GPEDC to z
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construction of "Riverport West," an intermodal industrial park (the "Project') which will
accommodate industry and create jobs within the boundaries of the City of Paducah and
McCracken County, Kentucky; and
WHEREAS, the City, the County, and GPEDC find it necessary and advisable to
set forth in summary form the financial assistance and its repayment to be provided to GPEDC
by the City and the County; and
WHEREAS, in order to further the above described public purposes, it is
necessary and desirable that the City now authorize the Financing Agreement among the City,
the County, and the GPEDC with respect to the Project and the financial assistance to be
provided.
NOW THEREFORE, BE IT ORDAINED BY THE CITY COMMISSION OF
THE CITY OF PADUCAH, KENTUCKY, AS FOLLOWS:
SECTION 1. Recitals and Authorization. The City hereby approves the
Financing Agreement by and among the City, the County and the GPEDC (the
"AGREEMENT") in substantially the form attached hereto as Exhibit A and made part hereof. It
is further determined that it is necessary and desirable and in the best interests of the City to enter
into the AGREEMENT for the purposes therein specified, and the execution and delivery of the
AGREEMENT is hereby authorized and approved. The Mayor of the City is hereby authorized
to execute the AGREEMENT, together with such other agreements, instruments or certifications
which may be necessary to accomplish the transaction contemplated by the AGREEMENT with
such changes in the AGREEMENT not inconsistent with this Ordinance and not substantially
adverse to the City as may be approved by the official executing the same on behalf of the City.
The approval of such changes by said official, and that such are not substantially adverse to the
City, shall be conclusively evidenced by the execution of such AGREEMENT by such official.
SECTION 2. Severability. If any section, paragraph or provision of this
Ordinance shall be held to be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect any of the remaining
provisions of this Ordinance.
SECTION 3. Compliance With Open Meetings Laws. The City Commission
hereby finds and determines that all formal actions relative to the adoption of this Ordinance
were taken in an open meeting of this City Commission, and that all deliberations of this City
Commission and of its committees, if any, which resulted in formal action, were in meetings
open to the public, in full compliance with applicable legal requirements.
SECTION 4. Conflicts. All ordinances, resolutions, orders or parts thereof in
conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed
and the provisions of this Ordinance shall prevail and be given effect.
SECTION 5. EmergencX. Pursuant to KRS 83A.060, the City Commission
suspends the requirement of a second reading of this Ordinance.
SECTION 6. Effective Date. This Ordinance shall take effect from and after its
passage, as provided by law.
ATTEST:
1"Wmam
Tammara S. Brock, City Clerk
Introduced and Adopted by the Board of Commissioners, December 9, 2008
Recorded by Tammara S. Brock, City Clerk, December 9, 2008
Published by The Paducah Sun, December 15, 2008
ord\emer-agree-GPEDC FINANCING (Riverport West)
FINANCING AGREEMENT
THIS FINANCING AGREEMENT, made and entered into as of the 19th day of
December, 2008, by and among, the CITY OF PADUCAH, KENTUCKY, a city of the second
class of the Commonwealth of Kentucky, (the "City"); MCCRACKEN COUNTY,
KENTUCKY, a political subdivision of the Commonwealth of Kentucky, (the "County"); and
GPEDC, INC., doing business under the assumed name of GREATER PADUCAH ECONOMIC
DEVELOPMENT COUNCIL, INC., ("Borrower") is a Kentucky non-profit corporation
organized and existing pursuant to the laws of the Commonwealth of Kentucky.
WITNESSETH:
WHEREAS, the Borrower is a not for profit corporation duly organized under the laws
of the Commonwealth of Kentucky, the establishment and existence of which have been
approved by the City and the County in order to enable Borrower to assist the City and County in
the acquisition, development and construction of industrial parks and other economic
development projects within Paducah, McCracken County, Kentucky; and
WHEREAS, the Borrower is desirous of causing the development and construction of an
intermodal industrial park (the "Project") which will accommodate industry and create jobs in
Paducah, McCracken County, Kentucky;
WHEREAS, the Borrower desires to acquire approximately 35 acres of real estate (more
particularly described on attached Exhibit A) (the "Final Phase Property"), which Final Phase
Property will be converted and developed as a part of the Project; and
WHEREAS, the Borrower desires to borrow money from the City and the County for the
purpose of financing the costs of acquiring (the Acquisition Costs") the Final Phase Property and
for that purpose, desires to issue, execute and deliver to the City a promissory note in the
principal amount of $311,375.00, (the "City Note") and issue, execute and deliver to the County
a promissory note in the principal amount of $311,375.00, (the "County Note")(the City Note
and the County Note shall be collectively referred to as the "Notes"); and
WHEREAS, the City and the County are willing to consummate such loans, subject to the
terms and provisions herein, to which Borrower is agreeable;
NOW, THEREFORE, for and in consideration of the foregoing premises, and for other
valuable consideration, the legal adequacy and sufficiency of which is acknowledged by all parties
hereto, the parties do covenant and agree as follows:
ARTICLE 1. DEFINITIONS
Section 1.01. Definitions. Unless the context requires otherwise, as used herein, the
following terms shall have the following respective meanings:
"Acquisition Costs" means and includes the following:
(a) filing and recording fees and incidental title expenses;
(b) the costs of acquiring the real estate to be utilized and developed for the Project;
(c) the cost of publishing any proceedings, if any, as may be required by law;
(d) the out-of-pocket expenses of the City and the County and the fees and out-of-
pocket expenses of the Borrower's counsel;
(e) all other costs and expense, necessary to be incurred in connection with the
acquisition, development, construction, and/or financing of the Project.
"Board" or "Board of Directors" refers to the Board of Directors of the Borrower.
"City" refers to the City of Paducah, Kentucky.
"City Note" refers to the note issued, executed and delivered by Borrower to the City in
the principal amount of $311,375.00, and dated December 19, 2008.
"County" refers to the County of McCracken, Kentucky.
"County Note" refers to the note issued, executed and delivered by Borrower to the
County in the principal amount of $311,375.00, and dated December 19, 2008.
"Date of Delivery" refers to December 19, 2008.
"Entity" refers collectively to the City and the County or to their Governing Bodies
acting on behalf of the Entity.
"Financing Agreement" refers to this Financing Agreement among the County and the
Borrower, dated as of December 19, 2008.
"Governing Body" refers in respect to the County, its Fiscal Court, and in respect to the
City, its City Commission.
"Indebtedness" refers to all items of indebtedness, obligations or liability, whether
matured or unmatured, liquidated or unliquidated, direct or contingent, joint or several.
"Notes" refers collectively to the City Note and the County Note.
"Mortgage" refers to the Mortgage by and between the Borrower, the City, and the
County dated December 19, 2008, which secures the City Note and the County Note.
"Final Phase Property" refers to the approximately 35 acres of real estate (more
particularly described on attached Exhibit A) (the "Final Phase Property"), which Final Phase
Property will be acquired, converted, and developed by the Borrower as a part of the Project.
"Project" refers to the project generally titled "Borrower West") and is the development
of over 1,500 acres in West McCracken County into an intermodal industrial park designed for
heavy industrial users requiring water and/or railway access and transport for purposes of
encouraging industry and creating jobs in Paducah, McCracken County, Kentucky.
Section 1.02 Words of Masculine Gender; Plural as Well as Singular Form. Words
of the masculine gender shall be deemed and construed to include correlative words of the
feminine and neuter genders. Unless the context shall otherwise indicate, words and terms
herein defined shall be equally applicable to the plural as well as the singular form of any of such
words and terms. All words and terms used in this Financing Agreement and not defined herein
shall, if defined in this Financing Agreement, have the meaning set forth therein. Unless
otherwise indicated, references to Articles or Sections refer to those in this Financing
Agreement.
ARTICLE 2. EXECUTION AND DELIVER OF NOTE;
APPLICATION OF PROCEEDS OF NOTE
Section 2.01 Term Loan: Subject to the full satisfaction of all of the condition precedents
which are hereinafter set forth, the City shall extend to the Borrower a term loan in the principal A_
amount of $311,375.00 for a term of six months and the County shall extend to the Borrower a
term loan in the principal amount of $311,375.00 for a term of six months. Such term loans shall
be evidenced by the Notes which shall contain such terms, and conditions, as acceptable to the City
and the County.
Section 2.02 Condition Precedents to Loans. The condition precedents which must be
satisfied prior to the consummation of the loans are as follows:
(A) Borrower shall provide and have delivered to the City and the County the
following documents:
(1) A duly executed term City Note and County Note;
(2) A duly executed Mortgage, wherein the City and the County have been
conveyed a first and superior mortgage interest in and to the Final Phase Property owned by the
Borrower, and all other improvements, fixtures, and appurtenances relating thereto, with terms as
acceptable to the City and the County,
(3) A duly executed Resolution of the Board of Directors of the Borrower,
which authorizes the consummation of the term loans, and the execution of the documents as
herein described;
(4) Evidence that the hazard and casualty insurance relating to the assets
has been procured by Borrower with the City and the County named as an additional insured;
(5) Title opinions prepared by a competent attorney which certifies that
upon closing, the City and the County shall have a first and superior mortgage interest to the Final
Phase Property, and the improvements, fixtures, and appurtenances located thereon; and
(6) Any other documents which may be requested by the City and the
County at time of closing.
Section 2.03 Failure of Condition Precedents. In the event of any of the aforesaid
condition precedents are not fully satisfied and complied with, the City and the County shall not
have any obligation to consummate the loans.
Section 202. Application of Proceeds of Notes. The parties agree that when the Notes
are issued and delivered, the proceeds thereof shall be disposed of as to finance the Acquisition
Costs of the Final Phase Property.
ARTICLE 3. PAYMENT OF THE NOTES
Section 3.01. Terms of Financing Agreement.
(A) The Borrower promises and agrees to promptly pay to the order of the City
the principal sum of THREE HUNDRED ELEVEN THOUSAND THREE HUNDRED
SEVENTY FIVE AND 00/100 DOLLARS ($311,375.00), in United States Currency, with no
interest. The entire principal amount of the City Note shall be due and payable in full on the
18th day of June, 2009.
(B) The Borrower promises and agrees to promptly pay to the order of the
County the principal sum of THREE HUNDRED ELEVEN THOUSAND THREE HUNDRED
SEVENTY FIVE AND 00/100 DOLLARS ($311,375.00), in United States Currency, with no
interest. The entire principal amount of the County Note shall be due and payable in full on
the 18th day of June, 2009.
Section 3.02. Prepayment. The parties hereto specifically agree that
immediately upon the occurrence of any of the following events, all obligations under both of the
Notes and otherwise, whether hereunder or otherwise, shall immediately become due and payable
without further action of any kind: (i) the sale of all or any portion of the Final Phase Property or
(ii) the sale of that certain real property located in the Paducah Information Age Park, Paducah,
McCracken County, Kentucky, and generally referred to as the Resource Center to the American
Justice School of Law or its lawful successor and assigns and the approval of the Kentucky
Economic Development Finance Authority ("KEDFA") to the application of the net proceeds
from such sale to the unpaid principal amount due on the Notes. The Borrower shall be liable for
the prompt payment of all obligations upon demand:
(A) The Borrower shall not contract to sell, sell, transfer, or convey the Final
Phase Property without the written consent of the City and the County. In the event the
Borrower should receive any bona fide offer, which Borrower desires to accept for the purchase
of all or any portion of the Final Phase Property, Borrower shall obtain the consent of the City
and the County to the sale of the Final Phase Property and shall notify the City and the County in
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writing of the price and other material terms and condition of such offer, and Borrower shall
cause to be delivered to the City and the County, together with such written notice, copies of all
documents exchanged between any such offeror and Borrower which contain, interpret, or
amplify the terms, conditions and provisions of such offer.
(B) Within 30 days after such written notice is given and such documents have
been delivered in accordance with paragraph A of Section 3.02 hereof, the City and the County
shall give written notice of their intent to consent to the sale of the Final Phase Property
according to the terms and conditions embodied in such bona fide offer. Upon the consent of the
City and County to such sale, Borrower may complete said sale but only upon the terms and
conditions in said bona fide offer. If the City and County do not provide their notice of intent to
consent within the time period provided, Borrower shall be free to accept the bona fide offer as
long as Borrower provided notice to the City and the County pursuant to paragraph A of Section
3.02 hereof, and completes the sale at the price and upon the terms and conditions set forth in
said bona fide offer. If for any reason the sale of the Final Phase Property to such bona fide
offeror is not consummated, Borrower shall thereafter obtain the prior written consent of the City
and County to the sale of the Final Phase Property.
(C) Upon the consummation of the sale as provided above, the proceeds from
such sale shall be applied to the Indebtedness on a pro -rata basis between the City Note and the
County Note, unless another distribution of the sale proceeds shall be mutually agreed to by and
among the parties.
Section 3.04. Collateral. The collateral for the Notes shall be a first and superior
mortgage held by the City and the County to the Final Phase Property. The Indebtedness owed by
the Borrower to the City and the County shall be of equal priority and shall be paid on a pro rata
basis from the collateral securing the Notes. The Mortgage shall at all times remain in full force
and legal effect and be held by the jointly by the City and the County until all Indebtednesses
hereunder have been fully satisfied. All rights and privileges accorded to the City and the County
in the collateral documents shall be in addition to the rights and privileges accorded to City and the
County herein. The Mortgage held by the City and the County shall at all times be a first and prior
lien.
ARTICLE 4. DEFAULT; FORECLOSURE;
Section 4.01. Events of Default. The occurrence of any one or more of the following
events shall constitute an Event of Default hereunder:
(A) The Borrower shall fail to pay when due the principal under either of the Notes
or other obligation payable hereunder and such failure shall continue for a period of thirty (30)
days from due date;
(B) The Borrower shall fail to strictly observe or perform, or otherwise be in
default of any other obligation to be observed or performed by it hereunder or under the Mortgage,
and such failure shall continue for fifteen (15) days after notice of such failure from the City or the
County.
(C) Proceedings in Bankruptcy, or for reorganization of the Borrower or for the
readjustment of any their debts, under the Bankruptcy Act, as amended, or any part thereof, or
under any other laws, whether state or federal, for the relief of debtors, now or hereafter existing,
be commenced by the Borrower or shall be commenced against the Borrower and shall not be
discharged within thirty (30) days of their commencement;
(D) A receiver or trustee is appointed for the Borrower for any substantial part of
their assets, or any proceedings shall be instituted for the dissolution or the full or partial
liquidation of the Borrower, and such receiver or trustee shall not be discharged within thirty (30)
days of his/her appointment, or such proceedings shall not be discharged within thirty (30) days of
their commencement, or the Borrower shall discontinue business or materially change the nature of
its business;
(E) A judgment creditor of the Borrower shall obtain possession of or file
execution against any of the collateral upon which the City and the County has a mortgage interest
by any means, including, but without limitation, levy, distraint, replevin or self-help;
(F) The validity or enforceability of this Financing Agreement, the Notes or the
Mortgage be contested by the Borrower or the Borrower shall deny that it has any further liability
or obligation hereunder or thereunder;
(G) The dissolution or liquidation of the Borrower or a discontinuance of the
operation of the Project.
Section 4.02 Acceleration. Immediately upon the occurrence of an Event of Default
specified in the foregoing paragraphs, all obligations under both of the Notes and otherwise,
whether hereunder or otherwise, shall immediately become due and payable without further action
of any kind. The Borrower shall be liable for the prompt payment of all obligations upon demand.
Borrower further grants to the City and the County a contractual possessory security interest in,
and hereby assigns, conveys, delivers, pledges, and transfers to the City and the County all
Borrower's right, title and interest in and to, the City and the County's annual appropriations to
Borrower. Borrower authorizes the city and the County, to the extent permitted by applicable law,
to charge or setoff all sums owing on the Indebtedness against such annual appropriations until the
Indebtedness due and owing the City and the County are paid in full.
ARTICLE 5. REPRESENTATIONS AND WARRANTIES
Section 5.01. Original. To induce the City and the County to enter into this
Financing Agreement, the Borrower represents and warrants to the City and the County as follows:
(A) The Borrower is a corporation duly organized and validly existing and
in good standing under the Laws of the State of Kentucky; the Borrower has the lawful power to
own its properties and to engage in the business it intends to conduct, and it is duly qualified and in
good standing in the jurisdictions wherein the nature of the business transacted by it or property
owned by it makes such qualifications necessary;
(B) The Borrower is not in default with respect to any of its existing
indebtedness, and the making and performance of this Agreement.
(C) The Borrower has the power and authority to enter into and perform
this Agreement, and the collateral documents, and to incur the obligations herein and therein
provided for, and has taken all action necessary to authorize the execution, delivery, and
performance of this Agreement, and the collateral documents;
(D) This Agreement and the Mortgage and the Notes will be valid, binding
and enforceable in accordance with their respective terms;
(E) At the time of the execution of this Agreement, there is no pending
order, notice, claim, litigation, proceeding or investigation against or affecting the Borrower,
whether or not covered by insurance;
(F) The Borrower shall have good and marketable title to the real property
and improvements, subject to no other mortgage interest, encumbrance or lien, or claim of any
third person except for permitted liens;
ARTICLE 6. MISCELLANEOUS
Section 6.01 Construction. The provisions of this agreement shall be in addition to and
supplement those of any loan commitment, the construction and term loan agreement, mortgage
agreements, security agreements, and notes or collateral agreements, all of which shall be
construed as complementary to each other. Nothing herein contained shall prevent the City and the
County from enforcing any notes, mortgages, security agreements, or other collateral document in
accordance with their respective terms. Specifically, the agreement shall be deemed a supplement
of the construction and term loan agreement.
Section 6.02 Further Assurance. From time to time, the Borrower shall execute and
deliver to the City and the County such additional documents and will provide such additional
information as the City and the County may reasonably require to carry out the terms of this
agreement and be informed of the Borrower's status and affairs.
Section 6.03 Enforcement and Waiver by the City and the County. The City and the
County shall have the right at all times to enforce the provisions of this agreement and the
collateral documents in strict accordance with the terms hereof and thereof, notwithstanding any
conduct or custom on the part of the City and the County in refraining from so doing at any time or
times. The failure of the City and the County at any time or times to enforce its rights under such
provisions, strictly in accordance with the same, shall not be construed as having created a custom
in any way or manner contrary to specific provisions of this agreement or as having in any way or
manner modified or waived the same. All rights and remedies of the City and the County are
cumulative and concurrent and the exercise of one right or remedy shall not be deemed a waiver or
release of any other right or remedy.
Section 6.04 Expenses of the City and the County. The Borrower shall pay all expenses,
including the reasonable fees and expenses of legal counsel for the City and the County, incurred
in connection with the preparation or enforcement of this Agreement and the collateral documents
and the collection or attempted collection of the notes.
Section 6.05 Notices. Any notices or consents required or permitted by this agreement
shall be in writing and shall be deemed delivered if delivered in person or if sent by mail, postage
prepaid, or telegraph, as follows, unless such address is changed by written notice hereunder:
(A) If to the Borrower:
Attention: President & CEO
GPEDC, Inc.
P.O. Box 1155
Paducah, KY 42002-1155
(B) If to the City
Attention: City Manager
City of Paducah
P O Box 2267
Paducah, KY 42002-2267
(C) If to the County:
Attention: Judge Executive
McCracken County Courthouse
301 South 56th Street
Paducah KY 42003
Section 6.06 Waiver and Release. To the maximum extent permitted by applicable laws,
the Borrower:
(A) Waives: (1) protest of all commercial paper at any time held by the
City and the County on which the Borrower is any way liable; and (2) notice and opportunity to be
heard, after acceleration in the manner provided herein before exercise by the City and the County
of the remedies of self-help, set off, or of other summary procedures permitted by any applicable
laws or by any agreement with the Borrower, and, except where required hereby or by any
applicable laws, notice of any other action taken by the City and the County;
(B) Releases the City and the County and its officers, attorneys, agents and
employees from all claims for loss or damage caused by any act or omission on the part of any of
them except willful misconduct; and
(C) Trial by jury.
Section 6.07 Priority of Loan Agreement. It is agreed that the terms and provisions of this
Loan Agreement, and the collateral documents pertaining thereto, shall take priority over and
supplant any contrary or inconsistent terms and provisions of any agreement executed by the
Borrower and the City and the County.
Section 6.08 Applicable Law. The substantive laws of the Commonwealth of Kentucky
shall govern the construction of this agreement and the rights and remedies of the parties hereto.
Section 6.09 Binding Effect, Assignment and Entire Agreement. This agreement shall
inure to the benefit of, and shall be binding upon, the respective successors and permitted assigns
of the parties hereto. The Borrower has no right to assign any of its rights or obligations hereunder
without the prior written consent of the City and the County. This agreement, and the documents
executed and delivered pursuant thereto, constitute the entire agreement between the parties, and
may be amended only by a writing signed on behalf of each party.
Section 6.10 Severability. If any provision of this Agreement shall be held invalid under
any applicable laws, such invalidity shall not affect any other provision of this agreement, that can
be given effect without the invalid provision, and, to this end, the provisions hereof are severable.
Section 6.11 Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute but one and the same instrument.
Section 6.12 The effective date of this Loan Agreement shall be the date first above
written.
Section 6.13. Captions of Clauses. The captions of this instrument are for convenience
only and are not to be construed as part of this instrument nor as defining or limiting in any way
the scope or intent to the provisions hereof.
IN TESTIMONY WHEREOF, the County has caused this instrument to be executed
for and on its behalf by its duly authorized County Judge/Executive, the City has caused this
instrument to be executed on its behalf by its duly authorized Mayor, and the Borrower has
caused this instrument to be executed by its Treasurer and attested by its Secretary, pursuant to
the respective proceedings of the Governing Body of the County and the Board of Directors of
the Borrower.
COUNTY OF MCCRACKEN, KENTUCKY
LO -A
County Judge/Executive Van Newberry
CITY OF PADUCAH, KENTUCKY
LIM
Mayor/William F. Paxton
GPEDC, INC.
Title
Attest:
Nora Rikel, Secretary
STATE OF KENTUCKY )
)SS
COUNTY OF MCCRACKEN )
On this day of December, 2008, personally appeared before the undersigned, a
Notary Public in and for the State and County aforesaid, Van Newberry, County Judge/Executive
of the County of McCracken (the "County"), personally known to me and personally known by
me to be such officer, and to be the same person who executed as such officer, respectively, the
within and foregoing Financing Agreement, and such person duly acknowledged before the
-_ undersigned the execution of the same to be his act and deed and the act and deed of said County
for the uses and purposes therein stated, duly authorized by Order of the County.
WITNESS my signatures this day of December, 2008.
My commission expires:
Notary Public
STATE OF KENTUCKY )
)SS
COUNTY OF MCCRACKEN )
On this _ day of December, 2008, personally appeared before the undersigned, a
Notary Public in and for the State and County aforesaid, William F. Paxton, Mayor of the City of
Paducah, Kentucky (the "City"), personally known to me and personally known by me to be
such officer, and to be the same person who executed as such officer, respectively, the within
and foregoing Financing Agreement, and such person duly acknowledged before the undersigned
the execution of the same to be his act and deed and the act and deed of said City for the uses and
purposes therein stated, duly authorized by Ordinance of the City.
WITNESS my signatures this day of December, 2008.
My commission expires:
107925
Notary Public
7
STATE OF KENTUCKY )
)SS
COUNTY OF MCCRACKEN )
On this day of December, 2008, personally appeared before the undersigned, a
Notary Public in and for the State and County aforesaid, ,
(title) of GPEDC, INC., GPEDC, Inc., doing business under the assumed
name of GREATER PADUCAH ECONOMIC DEVELOPMENT COUNCIL, INC., (the
`Borrower"), and Nora Rikel, Secretary of said Borrower, personally known by me to be such
officers, and to be the same persons who executed as such officers, respectively, the within and
foregoing Financing Agreement, and such persons duly acknowledged before the undersigned
the execution of the same to be their act and deed and the act and deed of said Borrower for the
uses and purposes therein stated, duly authorized by Resolution of the Borrower.
WITNESS my signatures this day of December, 2008.
My commission expires:
Notary Public
EXHIBIT "A"
PARCELI
BEING TRACT I AS SHOWN ON THE WAIVER OF
SUBDIVISION FOR RONNIE L. AND LOIS J. HINES, WHICH
PLAT IS OF RECORD IN PLAT SECTION "L", PAGE 1154, IN
THE MCCRACKEN COUNTY COURT CLERK'S OFFICE.
PARCEL II
BEING TRACT II CONSISTING OF 13.211 ACRES AND
TRACT III CONSISTING OF 11.0001 ACRES AS SHOWN ON
THE WAIVER OF SUBDIVISION PLAT FOR RONNIE L. AND
LOIS J. HINES OF RECORD IN PLAT SECTION "L", PAGE
1154, MCCRACKEN COUNTY COURT CLERK'S OFFICE.