ex_1030.htm


    FIRST
AMENDMENT TO

    AMENDED
AND RESTATED LEASE AGREEMENT

    


    


    This First Amendment to Amended and
Restated Lease Agreement (the “First Amendment”) is entered into effective April
1, 2007 between Raptor Master, L.L.C., an Oklahoma limited liability company
(the “Landlord”) and Climate Master, Inc., a Delaware corporation (the
“Tenant”).

    


    WITNESSTH:

    


    WHEREAS, Tenant and Landlord entered
into that certain Amended and Restated Lease Agreement dated as of May 8, 2001
(the “Agreement”); and

    


    WHEREAS, Tenant and Landlord desires to
amend the Agreement as provided in this First Amendment.

    


    NOW THEREFORE, in consideration of the
mutual covenants and agreements set forth in this First Amendment, and for other
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Landlord and Tenant agree as follows:

    


    1. The
foregoing recitals are incorporated as a part of this First
Amendment.  All terms defined in the Agreement shall have the same
meaning in this First Amendment as are set forth in the Agreement, unless
defined differently in this First Amendment.

    


    2. The
provisions of Section 3.1 of the Agreement are deleted in their entirety and
replaced with the following language:

    


    
      	
               
      

            	
              “3.1  Base
      Rent.  The Tenant agrees to pay to the Landlord
      throughout the primary term of this Agreement a Base Rent, payable in
      equal monthly installments of Fifty-Two Thousand Five Hundred Eighty-Three
      and 72/100 Dollars ($52,583.72) each, payable in advance and without
      demand beginning on April 1, 2007 and continuing thereafter on the first
      day of each month throughout the primary term.  Landlord and
      Tenant acknowledge and agree that all amounts due from Tenant to Landlord
      under the Agreement through and including April 1, 2007 have been fully
      and timely paid by Tenant.”

            


    

    


    3. The
provisions of Section 14.1 of the Agreement is amended by adding the following
language at the end of Section 14.1:

    


    
      	
               
      

            	
              “Landlord
      will not take any action or fail to take any action that would have the
      effect of increasing the amount of the First Fee Mortgage at any time, and
      Landlord will continue to timely pay the debt service under the First Fee
      Mortgage.  Landlord represents and warrants that the total
      monthly payment of principal and interest under the First Fee Mortgage is
      $51,583.72.”

            


    

    


    
      
        
        

      

      
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    4. The
provisions of Section 16.1 of the Agreement are deleted in their entirety and
replaced with the following language:

    


    
      	
               
      

            	
              “16.1  Purchase
      Option.  Provided that this Agreement is then in effect
      and no Event of Default has occurred and is continuing, the Tenant is
      hereby granted the continuing option to purchase the Premises on the terms
      and conditions of the Option Agreement executed by Landlord and Tenant
      dated as of May 8, 2001, as amended by the First Amendment to Option
      Agreement executed by Landlord and Tenant dated as of April 1, 2007, the
      terms of which are incorporated
herein.”

            


    

    


    5. The
provisions of Section 17.1.1 of the Agreement are deleted in their entirety and
replaced with the following language:

    


    
      	
               
      

            	
              “17.1.1  Base
      Rent.  Notwithstanding the terms of Section 3.1 of this
      Agreement, and assuming the Tenant’s exercise of the foregoing options,
      the Base Rent for the extension periods will be as
      follows:  (a)  Beginning on the first day of the first
      extension period and for each month during such term and any subsequent
      extended term, monthly installments in the amount of Fifty-Two Thousand
      Five Hundred Eighty-Three and 72/100 ($52,583.72) each, payable in advance
      and without demand.”

            


    

    


    6. The
provisions of Section 19.1.4 of the Agreement are deleted in their entirety and
replaced with the following language:

    


    
      	
               
      

            	
              “19.1.4  Building.  The
      230,000 square feet of warehouse space, related office space and
      facilities located on the Land.”

            


    

    


    7. The
provisions of Section 19.1.9 of the Agreement are deleted in their entirety and
replaced with the following language:

    


    
      	
               
      

            	
              “19.1.9  First Fee
      Mortgage.  The
      Mortgage dated as of April 30, 2001 from Landlord to Gold Bank, as amended
      by the First Amended and Restated Mortgage dated as of January 17, 2002
      from Landlord to Gold Bank, covering the Land, the Building, and the
      Improvements, as well as all increases, renewals, modifications,
      consolidations, replacements and extensions thereof which may be consented
      to in advance by Tenant in writing.  Tenant hereby provides
      written consent to the First Amended and Restated Mortgage dated as of
      January 17, 2002 from Landlord to Gold Bank as if such consent were
      provided contemporaneously with the execution of such
      amendment.”

            


    

    


    8. Except as
modified in this First Amendment, the Agreement shall remain in full force and
effect.

    


    
      
        
        

      

      
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    IN WITNESS WHEREOF, this First
Amendments is executed to be effective the day and year first above
written.

    


    RAPTOR
MASTER,
L.L.C.                                                                          CLIMATE
MASTER, INC.

    


    By:  Raptor
Properties, L.L.C, Manager

    By:  JRB
Investments, Inc.,
Manager                                                        By:__________________________

    Name:__________________________

    Title:__________________________

    By:
__________________________                                                                

    Name: __________________________                                                               

    Title:   __________________________                                                             

    



    


    
      
        
        

      

      
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