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BILL NO. 87-25
SPONSORED BY COUNCILMAN HALSEY
ORDINANCE NO. /(7
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE A SUBORDINATION AGREEMENT WITH
CENTRAL HANK CONCERNING JEFFERSON CITY MANUFACTURING COMPANY,
INC.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI,
AS FOLLOWS:
Section 1. The Mayor and Clerk are hereby authorized and
directed to execute a subordination agreement with Central Bank
concerning Jefferson City Manufacturing Company, Inc.
Section 2. The agreement shall be substantially the same in
form and content as that agreement attached hereto as Exhibit A.
Section 3. This Ordinance shall be in full force and effect
from and after the date of its passage and approval.
Passed ...e /��� X') Approved
Presie tOfficer Mayor
ATTEST:
City Clerk
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AGREEMENT OF SUBORDINATION
This agreement is made on .� between The
City of Jefferson , hereafter r erred—to as subordinating
creditor , and The Central Trust Bank, hereafter referred to as
secured party.
Recitals
This agreement is predicated upon the following facts:
1 . Jefferson City Manufacturing Company Inc . , hereafto �3�,r�g�
referred to as debtor , by an agreement dated
with the subordinating creditor has granted o subo-rdinat ng..�-r, ►s,��
creditor a security interest in all accounts receivable arising
from the sale of merchandise and in the proceeds of such
accounts.
2. Secured party has read a copy of and is familiar with
the security agreement between debtor and the subordinating
creditor .
3. Debtor has applied to . the secured party for a loan of
$150 , 000 . 00 which is proposed to be secured by an account
receivable from White-Rogers Division of Emerson Electric
Company, which is presently the subject of the security agreement
between debtor and the subordinating creditor .
4. Subordinating creditor is willing to facilitate the
loan to debtor from the secured party in the sum of $150,000.00
and the granting by debtor of a security interest in the account
receivable from White-Rogers Division of Emerson Electric
Company, which is included in the agreement between debtor and
the subordinating creditor described above.
NOW, THEREFORE, it is agreed between the parties as follows :
(1) Subordinating creditor consents and agrees that ,
notwithstanding the agreement between debtor and the
subordinating creditor and any other agreement between those
parties, that
(a) Debtor may assign to the secured party, pursuant
to the agreement between debtor and the secured party , as
security for the loan and all interest and service charges in
connection with it, the collateral described as follows: any and
all amounts presently or hereinafter due or owing from White-
Rogers Division of Emerson Electric Company to Jefferson City
Manufacturing Company, Inc .
(b) So long as an obligation is outstanding from
debtor to secured party, secured party's interest in the above
described collateral shall have priority over the security
Interest of the subordinating creditor in the collateral to the
tent of the outstanding balance owed secured party by debtor on
)�g��up to the $150,000.00 limit of this agreement;
an tie su o Ana Ing creditor ' s interest in the collateral is in
all respects subject and subordinate to the security interest of
the secured party to the same extent.
(c) So long as any portion of an obligation is
outstanding and unpaid, the provisions of the security agreement
between debtor and the secured party is controlling as to the
collateral in all cases in which there is a conflict between it
and the provisions of the security agreement between debtor and
the subordinating creditor. .
(d) If White-Rogers Division of Emerson Electric
Company makes a payment to the debtor the payment shall , for the
purposes of this agreement and both the security agreements
between debtor and the subordinating creditor and the secured
party, be conclusively presumed to apply first to the account
which comprises part of the collateral .
(2) This agreement is a continuing , absolute and
unconditional agreement of subordination without regard to the
validity or enforceability of the promissory note of debtor
evidencing a loan and irrespective of the time or order of
attachment or perfection of the security interest in the
collateral or the order of filing of finencfng statements with
respect to the collateral .
(3) This agreement shall remain in full force and effect
and is binding upon the subordinating creditor and upon its
successors and assigns so long as any portion of an obligation
from debtor to the secured party is outstanding and unpaid.
(4) The subordinating creditor agrees that the promissory
note of debtor evidencing the obligation between debtor and the
..secured party may from time to time be renewed , extended ,
modified, compromised, accelerated, settled or released, without
notice to or consent by subordinating creditor .
Ask Agreed to this of _ , 1987.
THE CITY OF JEFFERSON THE CENTRAL TRUST BANK
By BY
ATTEST:
rr M. Cirtin, City Clerk
i
2
AGREE24 T
This agreement made and entered into this ,%-"W day of
1987, by and between the City of Jefferson, Missouri,
Municipal Corporation (hereinafter referred to as "City") and
Jefferson City Manufacturing Company, Inc. (hereinafter referred
to as "Company") :
WITNESSETH:
That Company, for and in consideration of the City entering
into an Agreement of Subordination with The Central Trust Bank,
does hereby agree to provide the City with the following:
1. Monthly financial statements, including but not
limited to:
a. Monthly Balance Sheets
b. Income and Expenditure Reports
for the month and year to date.
2. Monthly listings of outstanding Accounts
Receivables:
a. By account
b. Aged by current, 30 days, 31-60
days and over 60 days past due.
qp 3. An annually reviewed financial statement.
THE CITY OF JEFFERSON, MISSOURI JEFFERSON CITY MANUFACTURING
COMPANY, INC.
7
By By
Attest: Attest:
City Clerk FirAncial Clerk