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HomeMy Public PortalAbout018-1988- ORDINANCE OF THE CITY RELATING TO THE AMENDMENT OF BOND DOCUMENTS AND THE SUBSTITUTION OF AN AMENDED BOND AND AN AMENDED NOTEAN ORDINANCE OF THE CITY OF RICHMOND, INDIANA RELATING TO THE AMENDMENT OF BOND DOCUMENTS AND THE SUBSTITUTION OF AN AMENDED BOND AND AN AMENDED NOTE IN CONNECTION WITH ITS $7,000,000 ECONOMIC DEVELOPMENT REVENUE BOND (PALLADIUM PUBLISHING CORPORATION PROJECT), 1983 SERIES A. WHEREAS, the City of Richmond, Indiana (the "City") is authorized under I.C. 36-7-12 (the "Act") to issue revenue bonds for the purpose of financing economic development facilities, the funds from said financing to be used for the acquisition, construction and equipping of said facilities, and said facilities to be either sold or leased to a company or directly owned by a company; and WHEREAS, pursuant to a loan agreement, dated as of November 1, 1983 (the "Loan Agreement") between the City and the Company, a bond purchase agreement dated as of November 1, 1983 (the "Bond Purchase Agreement") by and among the City, the Investor and the Depositary, an assignment dated as of November 1, 1983 (the "Assignment") from the City to the Investor, a bank bond purchase agreement, dated as of November 1, 1983 (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 (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 Depositary, the Bank and Gannett desire, pursuant to an Agreement of Amendment dated as of March 1, 1988 between the City, the Company the Investor, the Depositary, the Bank and Gannett to modify certain terms and provision 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 Documents to, among other things, reflect the new interest rate provision; now, therefore, 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 words and terms are given in the Bond Documents. Section 2. The City hereby approves the substitution of a new Bond and a new Note, both of which contain the amended interest rate calculation provision. Said amended interest rate calculation provision IS intended to protect the Investor's effective yield. The Bond and the Note shall bear interest from its date of delivery to the Investor to the maturity thereof at the rate of 72% of the Prime Rate per annum subject to such changes as set forth in the Bond Purchase Agreement as modified by the Amendment. Section 3. The Common Council hereby approves the form of the Agreement that has been presented to the Common Council at this meeting, and the Mayor or the Vice Mayor and the Clerk or any Deputy Clerk of the Common Council are hereby authorized to execute and deliver the Agreement, 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 Agreement 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 4. The Common Council hereby approves the form of the Bond presented to the Common Council at this meeting in the form attached as Exhibit A to the Agreement. The Bond shall be in substantially the form and shall have the terms and provisions as set forth in the Agreement. The Mayor or the Vice Mayor and the Clerk or any Deputy Clerk of the Common Council 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 Agreement. 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 6. The Mayor, the 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 Agreement. Section 7. This Ordinance shall take effect immediately upon its passage. PASSED AND ADOPTED by the Common Council of the City of Richmond, Indiana this, day of ___ �L2d, cil- , 1988. President of Common Council ATTEST: City Clerk a ' PRESENTED by me to the Mayor of the City of Richmond, Indiana this _ 40, t-4 day of 7iiCvu/- ,1988. APPROVED by me, Frank H. Waltermann, Mayor of the City of Richmond, Indiana this ,Lo day of 1988. Mayor ATTEST: � ti��' City Clerk CLERK'S CERTIFICATF, State of Indiana, County of Wayne, ss: I, Mary Merchanthouse, Clerk of the City of Richmond, Wayne County, and State of Indiana, do hereby certify that the above and foregoing is a full, true, complete and correct copy of the Ordenance No. 18-1998 of the CommoU Council of the City of Richmond, Indiana IN THE MATTER OFdocuments-and substitution of amended j,ond and note in connectign with FennomFe DevelopUlclit Revenue Bond,-; (Palladium PuhUshing CorpQration) as the some fully appears of record and on file in my office in the Municipal Building, Richmond, Indiana, Book_1,_ Page WITNESS my hand and seal of the City of Richmond, Indiana this 8th day of March, 1989. Mary Merchanthouse, Clerk Richmond, Indiana