HomeMy Public PortalAbout072-1995 - SPECIAL ORDINANCE AMENDING ORDINANCE NO 67-1983ORDINANCE NO. 72-1995
A SPECIAL ORDINANCE AMENDING ORDINANCE NO. 67-1983
WHEREAS the City of Richmond, Indiana (the "City' issued its Economic
Development Revenue Bond in the amount of $7,000,000.00 for the
Palladium Publishing Corp. Project (the "Project") pursuant to Indiana
Code 36-7-12 according to the authority set forth in Ordinance No. 67-1983
adopted by Common Council, November 21, 1983, and
WHEREAS said ordinance may be amended so long as the rights of the holder of the
1983 Series A bond for the Project are not adversely affected in any respect,
or such holder consents to the amendment, and
WHEREAS pursuant to a loan agreement, dated as of November 1, 1983, as amended
and supplemented to the date hereof (the "Loan Agreement'), between the
City and the Company, a bond purchase agreement, dated as of November
1, 1983, as amended and supplemented to the date hereof (the "Bond
Purchase Agreement") by and among the City , the Investor and the
Depositary (as therein defined), an assignment, dated as of November 1,
1983, as amended and supplemented to the date hereof (the "Assignment"),
from the City to the Investor, a bank bond purchase agreement, dated as of
November 1, 1983, as amended and supplemented to the date hereof (the
"Bank Bond Purchase Agreement") by and among the City, the Bank and
the Depositary, and a guaranty agreement, dated as of November 1, 1983,
as amended and supplemented to the date hereof (the "Guaranty' } between
Gannett and the Investor (said documents hereinafter referred to as the
"Bond Documents"), the City issued its Bond in the aggregate principal
amount of $7,000,000 and lent the proceeds from the sale of the Bond to
the Company and, in return, the Company issued its promissory note (the
"Note"); and
WHEREAS the City, the Company, the Investor, the Bank and Gannett desire, pursuant
to the attached Agreement of Amendment, dated as of October 1, 1995 (the
"Amendment' ), between the City, the Company, the Investor, the Bank and
Gannett to modify certain terms and provisions of the outstanding Bond and
the Note relating to the interest rate and substitute a new Bond and a new
Note, each of which contain the amended interest rate calculation provision
and to amend and modify the Bond Document to, among other things,
reflect the new interest rate provision.
NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of
Richmond, Indiana that:
Section 1. Capitalized words and terms used in this ordinance and not defined herein
shall have the same meanings in this ordinance as such works and terms are given in the
Bond Documents.
Section 2. The Common Council hereby approves the substitution of a new Bond and
a new Note, both of which contain the amended interest rate calculation provision. The
Bond and the Note shall bear interest from its date of delivery to the Investor to the maturity
thereof at the rate of the PSA Index Rate plus .25% per annum, subject to such changes as
set forth in the Bond Purchase Amendment as modified by the Amendment. The Common
Council hereby finds and determines, in accordance with Indiana Code 36-7-12-30 (a), that
the Amendment will be of benefit to the health and general welfare of the City and will
comply with the Act.
Section 3. The Common Council hereby approves the form of the Amendment that has
been presented to the Common Council at this meeting, and the Mayor and the City Clerk
are hereby authorized to execute and deliver the Amendment, in any number of signed
counterparts for and on behalf of the City in substantially such form with such changes
therein, additions thereto and omissions therefrom as those executing the Amendment shall
approve, their executions and delivery thereof constituting the conclusive approval of the
Common Council of any changes therein, additions thereto or omissions therefrom.
Section 4. The Common Council hereby approves the form of the Bond as presented
to the Common Council at this meeting attached as Exhibit A to the Amendment. The Bond
shall be in substantially the form and shall have the terms and provisions as set forth in the
Amendment. The Mayor and the City Clerk are hereby authorized to execute and deliver
the bond for and on behalf of the City in substantially such form with such changes therein,
additions thereto and omissions therefrom as those executing the Bond shall approve, their
execution and delivery thereof constituting the conclusive approval of the Common Council
of any changes therein, additions thereto or omissions therefrom.
Section 5. The Common Council hereby approves the Note presented to the Common
Council at this meeting in the form attached as Exhibit B to the Amendment The Common
Council hereby authorizes the endorsement without recourse and pledge of the Note to the
Investor in substantially the form of the endorsement and pledge appearing on the form of
the Note, as security for the Bond.
Section ti. The Mayor, the City Clerk, and the presiding officer of the Common
Council, all of the City, are authorized and directed to take such action and to execute and
deliver any other documents, certificates, undertakings, agreements or other instruments as
they, with the advice of counsel, may deem necessary or appropriate to effect the
transaction contemplated by the Amendment.
Section 7. This Ordinance shall take effect immediately upon its passage and approval
by the Mayor of the City of Richmond, Indiana.
Passed and adopted this 2nd day of October, 1995, by the Co n Co ncil of the City of
Richmond, Indiana.
President
(Sarah L. utton)
ATTES 4� ,City Clerk
(Norma Carnes)
PRESENTED to the Mayor of the Cin;;(N
d, In ' a, this 3rd da of October,
1995, at 9:00 a.m.
City Clerk
� r na Carnes)
APPROVED by me, Roger Cornett, Mayor bf City hmond, Indiana, this 3rd day
of October, 1995, at 9:05 a.m.
Mayor
( ger Cornett
ATTES , City Clerk
(Norma Carnes)
CITY OF RICHMOND
DEPARTMENT OF LAW
50 North 5th Street
Richmond, Indiana 47374
Phone (317) 983-7220
Fax (317)966-2255
September 27, 1995
Common Council
Richmond, Indiana 47374
RE: Ordinance No. 72-1995
Dear Council Member:
ROGER CORNETT
M4yor
THOMAS S. MILLIGAN
City Attorney
This ordinance amends the bond issuing authority of the City created by Ordinance No. 67-
1983 relating to an Economic Development Revenue Bond in the amount of $7,000,000.00
for economic development facilities constructed by the Palladium Publishing Corp.
The City has no financial liability in the issuance of Economic Development Revenue
Bonds. Therefor the City assumes no financial liability when the terms of such bonds are
amended.
The attached ordinance will be presented by legal counsel for the Palladium Publishing
Corp. at the October 2nd Council meeting.
The ordinance can be passed in a single meeting with suspension of rules to advance to
second and third readings.
Sincer ,
<-7 67PX—
Thomas S. Milligan
City Attorney
Enclosures
TSM/ags
AGREEMENT OF AMENDMENT
This AGREEMENT OF AMENDMENT, dated as of October 1, 1995 (the
"Amendment"), by and among the CITY OF RICHMOND, INDIANA, a
municipal corporation (the "Issuer"), TAX-FREE INSTRUMENTS TRUST,
a Massachusetts business trust (the "Investor"), PALLADIUM
PUBLISHING CORPORATION, an Indiana corporation (the "Company") and
a wholly -owned subsidiary of GANNETT CO., INC., a Delaware
corporation ("Gannett"), and CHEMICAL BANK, a New York state
banking corporation (the "Bank").
WITNESSETH:
WHEREAS, the Issuer issued and sold and the Investor
purchased, pursuant to a Bond Purchase Agreement, dated as of
November 1, 1983, as amended and supplemented to the date hereof
(the "Bond Purchase Agreement"), its Economic Development Revenue
Bond (Palladium Publishing Corporation Project) 1983 Series A, in
the aggregate principal amount of $7,000,000, as amended and
supplemented to the date hereof (the "Bond") and the Issuer lent
the proceeds from the sale of the Bond to the Company pursuant to
the Loan Agreement, dated as of November 1, 1983, as amended and
supplemented to the date hereof (the "Agreement"), and the Company
issued to the Issuer its Promissory Note, dated as of November 1,
1983, as amended and supplemented to the date hereof (the "Note"),
for the purpose of financing the cost of acquisition, construction
and installation of a Project as defined in the Agreement;
WHEREAS, in order to secure the payment of the principal of
and premium, if any, and interest on the Bond for the benefit of
the Investor and any subsequent holder thereof ("Subsequent
Holder"; the Investor or Subsequent Holder being herein called the
"Holder") (i) the Issuer has endorsed without recourse to the order
and pledged to the Holder the Note and assigned to the Holder
certain rights of the Issuer under the Agreement pursuant to an
Assignment, dated as of November 1, 1983, as amended and
supplemented to the date hereof (the "Assignment"), and (ii)
Gannett has executed a Guaranty Agreement, dated as of November 1,
1983, as amended and supplemented to the date hereof (the
"Guaranty"), to the Holder;
WHEREAS, as additional security for the Bond the Issuer, the
Investor, the Company and the Bank entered into the Bank Bond
Purchase Agreement, dated as of November 1, 1983, as amended and
supplemented to the date hereof (the "Bank Bond Purchase
Agreement"), pursuant to which the Bank has agreed to purchase the
Bond from the Investor under the circumstances therein provided;
WHEREAS, Section 11.8 of the Agreement provides that the
Agreement may be amended, supplemented or modified only as provided
in the Bond Purchase Agreement;
WHEREAS, Section 11(c) of the Bond Purchase Agreement provides
that the Issuer and the Holder and, if affected thereby, the
Depositary (as therein defined) and the Bank, may, with the written
consent of the Company and Gannett, enter into an agreement in
writing which amends, modifies or rescinds the Bond Purchase
Agreement, the Agreement, the Assignment and the Guaranty;
WHEREAS, Section 11(d) of the Bank Bond Purchase Agreement
provides that the Issuer and the Holder, and, if affected thereby,
the Depositary and the Bank, may, with the written consent of the
Company and Gannett, enter into an agreement in writing which
amends, modifies or rescinds the Bank Bond Purchase Agreement, the
Agreement, the Assignment and the Guaranty;
WHEREAS, Sections b(3) and b(4)(d) of the Assignment provide
that neither the Issuer nor the Company may amend, modify or cancel
the Agreement or the Note, or take or omit to take any action, the
taking or omission of which might result in an alteration or
impairment of the Agreement, the Note or the Assignment without the
prior written approval of the Investor;
WHEREAS, Section 5.6 of the Guaranty provides that an
amendment, modification or discharge of the Agreement, the Bond
Purchase Agreement or the Bank Bond Purchase Agreement which in any
way increases or alters the obligation of Gannett (the "Guarantor")
may not be made without the prior written consent of the Guarantor;
WHEREAS, since all moneys have been expended from the Project
Fund (as defined in the Bond Purchase Agreement) and there are no
further duties or obligations to be performed by the Depositary,
the Depositary will not be affected by this Amendment; and
WHEREAS, the Issuer, the Investor, the Company, Gannett and
the Bank desire to amend certain terms and provisions of the
outstanding Bond and Note relating to the interest rate and
substitute a new Bond and a new Note which contain the amended
interest rate calculation provision and to amend and modify the
Agreement, the Bond Purchase Agreement, the Bank Bond Purchase
Agreement, the Guaranty and the Assignment to reflect said new
interest rate calculation provisions.
NOW THEREFORE, the parties hereto agree:
1. The Agreement, the Bond Purchase Agreement, the Bank Bond
Purchase Agreement, the Guaranty and the Assignment
(collectively, the "Bond Documents") are hereby deemed
amended to reflect the substitution of a new Bond and a
new Note which contain the amended interest rate
calculation provisions referred to in Sections 2 and 3
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below and the Bond Documents herein described are
hereinafter intended to mean the Bond Documents as
amended by this Amendment.
2. Exhibit A annexed to the Bond Purchase Agreement is
hereby amended by replacing the outstanding form of Bond
with the new form of Bond, substantially in the form of
Exhibit A annexed hereto.
3. Exhibit A annexed to the Agreement is hereby amended by
replacing the outstanding form of Note with the new form
of Note, substantially in the form of Exhibit B annexed
hereto.
4. Except as amended or modified hereby, the Agreement, the
Bond Purchase Agreement, the Bank Bond Purchase
Agreement, the Guaranty and the Assignment shall remain
in full force and effect.
5. To the best knowledge of the Company, the representations
and warranties of the Company set forth in the Bond
Documents and in any tax or arbitrage certificate
delivered in connection with the Bond are true and
correct in all material respects.
6. In connection with the substitution of the Bond, the
Issuer hereby elects to have the provisions of Section
144(a)(4) of the Code apply to the Bond.
7. This Amendment may be simultaneously executed in several
counterparts, each of which shall be an original and all
of which shall constitute but one and the same
instrument.
8. This Amendment shall be governed by and construed in
accordance with the laws of the State of Indiana and any
applicable federal laws.
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IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed by their duly authorized officers, all as
of the date first above written.
(SEAL)
Attest:
(Norma Carnes)
, City Clerk
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CITY OF RICHMOND, INDIANA
By:
(Roger Cornett)
TAX—FREE INSTRUMENTS TRUST
By:
Title:
PALLADIUM PUBLISHING
CORPORATION
By:
Title:
CHEMICAL BANK
By:
Title:
CONSENT AND AGREEMENT
Gannett Co., Inc., as the Guarantor, hereby approves and
consents to (i) the substitution of the new Bond and new Note for
the outstanding Bond and Note, and (ii) the respective amendments
to the Bond Documents contained in this Amendment. Pursuant to
Section 2.1 of the Guaranty, Gannett absolutely and unconditionally
guarantees to the Holder for the Holder's benefit, the full and
prompt payment of all amounts due and payable by the Issuer
pursuant to the substituted new Bond.
Gannett Co. Inc.
By:
Title:
5
[FORM OF BOND]
United States of America
State of Indiana
CITY OF RICHMOND
ECONOMIC DEVELOPMENT REVENUE BOND
(PALLADIUM PUBLISHING CORPORATION PROJECT),
1983 SERIES A
No. 3
$7,000,000
KNOW ALL MEN BY THESE PRESENTS that the City of Richmond
("Issuer"), a municipal corporation duly organized and existing
under the laws of the State of Indiana, for value received,
promises to pay but solely from the sources and as hereinafter
provided, to the order of Tax --Free Instruments Trust and its
successors ("Investor") and any subsequent holder hereof
("Subsequent Holder"; the Investor or Subsequent Holder at the time
the holder hereof being herein called the "Holder") on demand upon
five days' notice (as provided in the Bond Purchase Agreement
hereinafter mentioned), but not later than November 1, 2008, upon
surrender hereof, the principal sum of Seven Million Dollars, and
in like manner to pay interest on the unpaid principal amount
hereof from the date hereof at the rate of interest hereinafter
described (computed on the basis of a 365/366 day year) on February
1, May 1, August 1 and November 1 of each year, commencing November
1, 1995, until said principal sum is paid. Both principal of and
interest on this Bond are payable in immediately available funds
which are lawful money of the United States of America at the
office of the custodian of the Investor, State Street Bank and
Trust Company, 225 Franklin Street, Boston, Massachusetts,
Attention: Tax -Free Instruments Trust, or at such other place as
shall be directed by the Holder hereof by written notice to
Palladium Publishing Corporation (the "Company").
Interest on this Bond will accrue commencing on the date
hereof at a variable rate which shall be the "Tax Free Rate" (as
hereinafter defined) except as otherwise provided herein. The Tax
Free Rate may be adjusted as hereinafter provided upon the
occurrence of a "Determination of Taxability" (as hereinafter
defined) as set forth below. Interest payments made simultaneously
with any principal payment shall include all interest accrued on
such principal amount to the date of payment.
In the event interest on the Bond should become subject to
federal income taxation pursuant to receipt by the Holder of a
notice of a Determination of Taxability, then the interest rate
shall, instead of being the Tax Free Rate, be immediately increased
to the Prime Rate (as hereinafter defined), and the Issuer shall
forthwith cause to be paid to each person who was a Holder hereof
on or after the "Taxable Date," as that term is defined below, an
amount equal to the aggregate difference between (1) the quarterly
payments actually made to each such Holder on the Bond from the
Taxable Date to the earlier of (i) the date of disposition hereof
by such Holder or (ii) the effective date of such Determination,
and (2) the quarterly payments which would have been made during
such period had the interest on the Bond been at the Prime Rate.
In addition, the Issuer shall cause to be paid to the Holder
the remaining unpaid principal amount of the Bond plus accrued and
otherwise unpaid interest from the Determination of Taxability at
the applicable increased rate to the date of such prepayment.
The Bond is limited in principal amount to $7,000,000 and
issued for the purpose of providing funds to refinance the
acquisition, construction and installation of a building addition,
certain real estate incidental thereto and, certain equipment for
the publishing and printing of newspapers (the "Project"), located
at the existing plant of Palladium Publishing Corporation in
Richmond, Indiana.
The Issuer has entered into a Bond Purchase Agreement, dated
as of November 1, 1983, as amended and supplemented to the date
hereof (the "Bond Purchase Agreement"), with the Investor,
providing for the issuance and sale by the Issuer, and the purchase
by the Investor, of the Bond upon the terms and conditions therein
provided. The Holder shall be subject to all the terms and
provisions contained in the Bond Purchase Agreement. Pursuant to
a Loan Agreement, dated as of November 1, 1983, as amended and
supplemented to the date hereof (the "Agreement"), between the
Issuer and the Company, the Issuer has agreed to lend the proceeds
of the Bond to the Company and the Company has issued its
promissory note, as amended and supplemented to the date hereof
(the "Note"), bearing interest corresponding to the interest rate
on this Bond with principal in the same amount payable on the same
date as this Bond, to the Issuer in evidence of the loan.
The Company has also entered into a Bank Bond Purchase
Agreement, dated as of November 1, 1983, as amended and
supplemented to the date hereof (the "Bank Bond Purchase
Agreement"), with Chemical Bank (the "Bank"), providing for the
repurchase by the Bank from the Issuer (should the Issuer be
required to purchase the Bond from the Investor, but no other
Holder, upon demand and the Company or its designee shall not
purchase the Bond from the Issuer) at a price sufficient to permit
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the Issuer to repurchase the Bond from the Investor upon the terms
and conditions provided in the Bond Purchase Agreement.
The Bond is secured by (i) an Assignment, dated as of November
1, 1983, as amended and supplemented to the date hereof (the
"Assignment"), by the Issuer pursuant to which the Issuer has
endorsed without recourse to the order of and pledged to the Holder
the Note and assigned to the Holder certain rights of the Issuer
under the Agreement, (ii) a Guaranty Agreement, dated as of
November 1, 1983, as amended and supplemented to the date hereof
(the "Guaranty"), from Gannett Co., Inc. to the Holder, and (iii)
the Bond Purchase Agreement. Reference is hereby made to the Bond
Purchase Agreement, the Bank Bond Purchase Agreement, the
Agreement, the Note, the Assignment and the Guaranty, and to all
amendments and supplements thereto for a description of the
provisions, among others, with respect to the nature and extent of
such security and the rights, duties and obligations of the Issuer
and the rights of the Investor and any Subsequent Holder with
respect to this Bond.
In the event of the optional prepayment by the Company of all
or a portion of the unpaid principal of the Note plus accrued
interest in accordance with Section 10.1 of the Agreement or the
mandatory prepayment by the Company of the entire unpaid principal
of the Note pursuant to Section 10.3 of the Agreement, the Holder
shall apply such moneys to the payment of all or a portion, as the
case may be, of the unpaid principal of this Bond and the interest
accrued thereon to the date of prepayment.
This Bond is subject to redemption by the Issuer, at the
option of the Company, in whole or in part at any time, at a
redemption price equal to 100; of the principal amount to be
redeemed plus accrued interest to the redemption date; provided,
however, that the Holder shall be given forty-five (45) days prior
written notice of any such redemption.
In case default be made in the payment of principal or
interest on or in the performance by the Issuer of any of the other
obligations of this Bond or any instrument or other thing given as
security for the indebtedness evidenced hereby, the entire unpaid
balance of the principal hereof, together with unpaid interest
thereon, may at the option of the Holder hereof (subject to the
provisions of the Agreement) become immediately due and payable.
This Bond is issued pursuant to and in full compliance with
the Constitution and laws of the State of Indiana, particularly
Title 36, Article 7, Chapter 12 of the Indiana Code, as amended
(the "Act"), and pursuant to resolutions and ordinances which
authorize the execution and delivery of the Bond Purchase
3
Agreement, the Agreement, the Assignment, the Bank Bond Purchase
Agreement and this Bond, and the endorsement and pledge of the
Note.
THIS BOND AND INTEREST HEREON ARE LIMITED OBLIGATIONS OF THE
ISSUER AND NOT A CHARGE AGAINST ITS GENERAL CREDIT PAYABLE SOLELY
FROM THE REVENUES DERIVED BY THE ISSUER FROM THE AGREEMENT AND THE
BOND PURCHASE AGREEMENT WHICH REVENUES HAVE BEEN ASSIGNED AND
PLEDGED TO SECURE PAYMENT THEREOF, AND FROM THE GUARANTY. THIS
BOND AND THE INTEREST HEREON SHALL NOT BE DEEMED TO CONSTITUTE AN
INDEBTEDNESS OF THE STATE OF INDIANA OR ANY MUNICIPALITY THEREOF,
INCLUDING, WITHOUT LIMITATION, THE ISSUER. NEITHER THE STATE OF
INDIANA NOR ANY MUNICIPALITY THEREOF, INCLUDING, WITHOUT
LIMITATION, THE ISSUER, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF
OR PREMIUM, IF ANY, OR INTEREST ON THIS BOND OR OTHER COSTS
INCIDENT HERETO EXCEPT FOR THE LIMITED OBLIGATION OF THE ISSUER TO
CAUSE PAYMENT OF THIS BOND FROM THE REVENUES ASSIGNED AND PLEDGED
THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF
THE STATE OF INDIANA OR ANY MUNICIPALITY THEREOF, INCLUDING,
WITHOUT LIMITATION, THE ISSUER, IS PLEDGED TO THE PAYMENT OF THE
PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THIS BOND OR OTHER
COSTS INCIDENT THERETO.
The Bond Purchase Agreement and the Bank Bond Purchase
Agreement permit the amendment thereof and the modification of the
rights and obligations of the Issuer and the rights of the Holder
at any time by the Issuer with the consent of the Holder. Any such
consent or waiver by the Holder shall be conclusive and binding
upon such Holder and upon all future Holders of this Bond whether
or not notation of such consent or waiver is made upon this Bond.
Notwithstanding anything herein to the contrary, never shall
the interest rate herein on any portion of the outstanding
principal amount hereof be in excess of that which the Holder
hereof is legally entitled to charge or collect.
AS USED HEREIN THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING
MEANINGS:
"Code" means the Internal Revenue Code of 1986, as amended.
A "Determination of Taxability" shall have been deemed to
occur if a final decree or judgment of any federal court or a final
action of the Internal Revenue Service determines that interest
paid or payable on the Bonds is or was includable in the gross
income of a Holder of the Bond for federal income tax purposes
under the Code (other than a Holder who is a substantial user or
related person within the meaning of Section 144 of the Code).
However, no such decree, judgment or action will be considered
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final for this purpose unless the Company has been given written
notice and, if it is so desired and is legally allowed, has been
afforded the opportunity to contest the same, either directly or in
the name of the Holder of the Bond, and until conclusion of any
appellate review, if sought. Notwithstanding the foregoing
provisions, at any time the Company may in writing declare that
such final decree, judgment or action has occurred, and if a final
decree, judgment or action has not occurred within three (3) years
after the Company first receives written notice of any such decree,
judgment or action as described above, such final decree, judgment
or action shall be deemed to have occurred.
"Prime Rate" shall mean the rate of interest announced by
Chemical Bank from time to time at its principal office in New
York, New York, as its prime rate, such rate to change when and as
such prime rate changes.
"PSA Index Rate" shall mean
"Tax Free Rate" means the PSA Index Rate plus .25%, as
adjusted for each change in the PSA Index Rate.
"Taxable Date" shall mean the date as of which interest on
this Bond shall be deemed to be included in the gross income of the
Holder hereof for federal income tax purposes.
IN WITNESS WHEREOF, the
this Bond to be signed by its
day of October, 1995.
Attest:
City of Richmond, Indiana, has caused
Mayor, and attested by its Clerk the
The City of Richmond, Indiana
By By
Clerk
5
Mayor
(Form of Transfer)
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto (Tax Identification or social
Security No. ) the within Bond and all rights
thereunder with full power of substitution in the premises.
Dated:
11
[FORM OF NOTE]
PROMISSORY NOTE
October , 1995
Exhibit B
FOR VALUE RECEIVED, Palladium Publishing Corporation, an
Indiana corporation (the "Company"), by this promissory note hereby
promises to pay to the order of the City of Richmond, Indiana (the
"Payee") the principal sum of Seven Million Dollars ($7,000,000) on
demand (as provided in the Loan Agreement hereinafter mentioned),
but not later than November 1, 2008, and to pay interest on the
unpaid principal amount hereof from the date hereof at the rate of
interest hereinafter described (computed on the basis of a 365/366
day year) on February 1, May 1, August 1 and November 1 of each
year, commencing November 1, 1995, until said principal sum is
paid. Both principal of and interest on this Note are payable in
immediately available funds which are lawful money of the United
States of America at the office of the custodian of Tax -Free
Instruments Trust, State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts, Attention: Tax -Free
Instruments Trust, or at such other place as shall be directed by
the "Holder" (as hereinafter defined) hereof by written notice to
the Company.
Interest on this Note will accrue commencing on the date
hereof at a variable rate which shall be the "Tax Free Rate" (as
such term is defined in the Economic Development Revenue Bond
(Palladium Publishing Corporation Project) 1983 Series A, of the
Payee, dated the date hereof (the "Bond") except as otherwise
provided herein. The Tax Free Rate may be adjusted as hereinafter
provided upon the occurrence of a "Determination of Taxability" (as
such term is defined in the Bond) as set forth below. Interest
payments made simultaneously with any principal payment shall
include all interest accrued on such principal amount to the date
of payment.
In the event interest on the Bond should become subject to
federal income taxation pursuant to receipt by Tax -Free Instruments
Trust (the "Investor") or a holder subsequent to the Investor
("Subsequent Holder") (the Investor or Subsequent Holder being
herein called the "Holder") of a notice of a Determination of
1
Taxability, then the interest rate shall, instead of being the Tax
Free Rate, be immediately increased to the Prime Rate (as such term
is defined in the Bond) , and the Company shall forthwith pay to
Payee an amount equal to the aggregate difference between (1) the
quarterly payments actually made on this Note from the "Taxable
Date," as that term is defined in the Bond, to the earlier of (i)
the date of disposition of the Bond by the Holder or (ii) the
effective date of such Determination, and (2) the quarterly
payments which would have been made during such period had the
interest on this Note been at the Prime Rate.
Upon the occurrence of an event of default or default
specified in the Loan Agreement (hereinafter defined), the unpaid
principal hereof and accrued interest thereon may be declared to be
forthwith due and payable as provided in the Loan Agreement.
This promissory note is the "Note" referred to in the Loan
Agreement, dated as of November 1, 1983, as amended and
supplemented to the date hereof (the "Loan Agreement") , between the
Company and the Payee, and is subject to all the terms and
provisions thereof.
The Company further agrees hereunder that its obligations
under this Note are to provide for the payment in full of all
amounts due under the Bond.
The Company may at its option, and may under certain
circumstances be required to, prepay all or any part of the unpaid
principal of this promissory note upon the terms provided in the
Loan Agreement.
The Company hereby promises to pay costs of collection and
reasonable attorneys' fees in case default is made on this
promissory note.
[SEAL]
Attest:
By
Secretary
K
Palladium Publishing
Corporation
By
Treasurer
ENDORSEMENT
Pay to the order of Tax -Free Instruments Trust, as Holder of the
Bond of even date and referred to in the within -mentioned Agreement
without recourse. This endorsement is given and made without any
warranty as to the authority and genuineness of the signature of
the maker of the Note.
City of Richmond, Indiana
By
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Mayor
DISPOSITION OF ORDINANCE NO. .7,2, -19-
RESOLUTION NO. -19
by Common Council
Ordinance No 7o
Resolution No. _
Elstro
Lundy
Brookban
Donat
McBri
a Parke
Allen
Dickmar
Hutton
Date -
Susp, rules Est read
Title only
Seconded
Proof of Pubiicaton
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Susp rules 3rd read
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Seconded
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Passage
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--O R-
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Rejection
Date Passed
COMMITTEE ASSIGNMENTS:
Committee Date
Commitee Hearing Date
Reassigned to Council Agenda
PUBLICATION DA
AMENDMENTS:
COMMENTS: