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HomeMy Public PortalAbout027-1986 - ORDINANCE AUTHORIZING THE CONSENT OF THE CITY TO THE ASSIGNMENT OF A CERTAIN LEASE A PART OF FINANCING AGREEMENT UNDER WHICH ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDSORDINANCE 27-1986 ORDINANCE OF THE CITY OF RICHMOND AUTHORIZING THE CONSENT OF THE CITY TO THE ASSIGNMENT OF A CERTAIN LEASE, A PART OF FINANCING AGREEMENT UNDER WHICH RICHMOND ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS, SERIES 1973, (FARMHAND, INC.) WERE ISSUED AND SOLD. WHEREAS, the City of Richmond leased to Farmhand, Inc., certain real Lease between such parties dated November 29, 1973 and recorded November 29, 1973 in Miscellaneous Record 118, page 391-442 of the records in the office of the Recorder of Wayne County, Indiana, ("LEASE") as part of a financing agreement under which Richmond Economic Development First Mortgage Revenue Bonds, Series 1973 (Farmhand, Inc.) were issued and sold; and, WHEREAS, the City of Richmond did assign and pledge unto the Trustee the Lease under the Lease, in order to secure the payment of the principal, premium, if any, interest and any other sums payable on bonds outstanding under an issue pursuant to a certain Mortgage and Indenture of Trust between the City of Richmond, Indiana and The Second National Bank of Richmond, Indiana, as Trustee, dated November 29, 1973, and recorded November 29, 1973, in Mortgage Record 435, page 567-663 of the records in the office of the Recorder of Wayne County, Indiana; and, WHEREAS, Farmhand, Inc. conveyed all of its intent in the Lease to Farmhand, Inc Lease dated June 1, 1982, and filed for record on June 2, 1982; and, WHEREAS, Farmhand, Inc., has agreed to enter into a certain Debt Restructuring Agreement whereby it will sell,, transfer, assign, convey and deliver Norwest Bank Minneapolis, National Association, certain of its assets including its leasehold interest in said Lease, together with the right or option to purchase the demised premises all in accordance with the Lease; and, WHEREAS, the said Norwest Bank Minneapolis, National Association has agreed to expressly assume in writing all the obligations of Farmhand, Inc., pursuant to sail lease for the balance of the term thereof, to pay the rents and other amounts payable thereunder, and to faithfully perform all of the covenants, stipulations and agreements contained therein. NOW THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA: That the City of Richmond hereby consents with Farmhand, Inc., The Second National Bank of Richmond, Richmond, Indiana, Trustee, and the Second National Bank of Richmond, Richmond, Indiana and the First National Bank of Richmond, Richmond, Indiana, all of the Bondholders, to the assignment of said Lease between the City and Farmhand, Inc., to Norwest Bank Minneapolis, National Association and the release of Farmhand, Inc., from the full performance of the provisions of the Lease upon the assumption of the Lease by the execution of Exhibit "A" by Norwest Bank Minneapolis, National Association. That the Mayor and Clerk are authorized and directed to execute and deliver to Farmhand, Inc., its consent to the assignment of such Lease in the form and manner set forth in Exhibit "A" hereto. That this Ordinance shall be in full force and effect from and after its passage and signing by the Mayor. PASSED AND ADOPTED by the Common Council of the City of Richmond, Wayne County, Indiana, this day of �ir� Q , 1986. President of Common Council ATTEST: i na&d ,_ City ClerkU PRESENTED by me to the Mayor of the City of Richmond, Indiana this pAay of1986. APPROVED by me Frank H. Waltermann, Mayor of the City of Richmond, Indiana this day of , 1986. Mayor ATTEST: City Clerk ASSIGNMENT OF LEASE AGREEMENT made as of December 30, 1985, among FARMHAND, INC., a Delaware corporation, hereinafter referred to as "LES- SEE", THE CITY OF RICHMOND, INDIANA, hereinafter referred to as "LESSOR", THE SECOND NATIONAL BANK OF RICHMOND, RICHMOND,` INDIANA, as Trustee, hereinafter referred to as "TRUSTEE", and i THE SECOND NATIONAL BANK OF RICHMOND, RICHMOND, INDIANA and THE FIRST NATIONAL BANK OF RICHMOND, RICHMOND, INDIANA, as the owners of all the issued and outstanding bonds, hereinafter referred to as "BONDHOLDERS", and NORWEST BANK MINNEAPOLIS, NATIONAL ASSO- CIATION, a national banking association hereinafter referred to as "ASSIGNEE". W I T N E S S E T H: WHEREAS, Lessor leased to Dunham Lehr, Inc. ("Dunham!) the real estate described.in that certain lease between Lessor and Dunham dated November 29, 1973 and recorded on November 29, 1973 in -Miscellaneous Record 118, page, 391-442 of the records of the Recorder of Wayne County, Indiana ; which is incorporated herein -by reference and made a part hereof ("LEASE")- and, WHEREAS,- Lessor -did assign and pledge unto the Trustee the ,ease and,-such<rights.as it had under the Lease, in order to -secure the payment of the principal, premium, if any, interest --and any �other:sums payable on Bonds outstanding under an issue pursuant to -ascertain Mortgage and Indenture of Trust between the Lessor and Trustee dated November 29, 1973, and recorded November 29, 1973, in Mortgage Record 435, page 567-663 of the records .of .the Recorder of Wayne County, Indiana; and, WHEREAS, Dunham conveyed all of its intent in the Lease to Lessee by an Assignment of Lease dated June 1, 1982 and filed for record on June 2, 1982; and, WHEREAS, the Lessee has agreed to enter into a certain Debt Restructuring Agreement whereby it will sell, assign, transfer, convey and deliver to Assignee certain of its assets including its leasehold interest in the Lease, together with the right or option to purchase the demised premises all in accor- dance with the Lease. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the parties hereto: 1. ASSIGNMENT µ- The Lessee hereby grants, transfers and assigns to Assignee the Lease, together with the right or option to purchase the demised premises all in accordance with the Lease, subject only to a mortgage from Lessee dated August Exhibit "A" 15, 1983 to Assignee and recorded November 16, 1983 in Mortgage •Record 548, Page 633. It is the express intention of Lessee and Assignee that the lien of the referenced mortgage shall not merge with the interest conveyed by Lessee to Assignee hereunder. 2. ASSUMPTION OF LEASE -- The Assignee hereby ex- pressly agrees to assume all of the obligations of Lessee under that Lease for the balance of the term thereof, to pay the rents and other amounts payable thereunder, and to faithfully perform all of the covenants, stipulations and agreements contained therein. 3. CONSENT OF LESSOR, LESSEE, TRUSTEE AND B014DHOLDERS -- In consideration of the foregoing assignment by Lessee and assumption by Assignee, the Lessor, Lessee, Trustee and Bondholders, each hereby consents to this assignment of the Lease by the Lessee to the Assignee and, -the release of the Lessee from the full performance of the provisions of the Lease. -2- IN WITNESS WHEREOF, the parties hereto have executed this agreement. FARMHAND, INC. / B Jo u'71, Pres3t3ent Attn:` Ja*s D. Hardy, Secretary J '/ "LESSEE" NORWEST BANK MINNEAPOLIS, NATIONAL ASSOCIATION By Vice President Attest: Jeffrey Reed, Assistant Vice President "ASSIGNEE" CITY OF RICHMOND, INDIANA By Mayor Attest: City Clerk "LESSOR" THE SECOND NATIONAL BANK OF RI CIiMOND By Attest: -3- "BONDHOLDER" THE SECOND NATIONAL BANK OF RICHMOND By Attest: "TRUSTEE" THE FIRST NATIONAL BANK OF RICHMOND By Attest: "BONDHOLDERS" STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) Before me, a Notary Public in and for said County and State, personally appeared Joseph Lund and James Hardy with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the President and Secretary, respectively., of Farmhand, Inc., a Delaware corporation, the Lessee herein, and that they, as such President and Secretary being authorized so to do, executed the foregoing instrument for the purposes contained therein by subscribing thereto the name of said corporation and attesting by themselves as such President and Secretary, respectively. WITNESS, my hand and notarial seal thisV day of February, 1986. I3 ary Public Residing in My Commission Expires. -4- STATE OF MINNESOTA) ) SS. COUNTY OF HENNEPIN) Before me, a Notary Public in and for said County and State, personally appeared and Jeffrey Reed, with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the vice President and Assistant Vice President, respectively, of Norwest Bank Minneapolis, National Association, a national banking asso- ciation, the Assignee herein, and that they, as such Vice Presi- dent and Assistant Vice President, being authorized so to do, executed the foregoing instrument for the purposes contained therein by subscribing thereto the name of said corporation and attesting by themselves as such Vice President and Assistant Vice President, respectively. WITNESS, my hand and notarial seal this day of February, 1986. My Commission expires: Notary Public Residing in County, Minnesota -5- STATE OF INDIANA) ) SS. COUNTY OF WAYNE ) Before me, a Notary Public in and for said County and State, personally appeared and with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the Mayor and Clerk, respectively, of The City of Richmond, Indiana, the"Lessor" herein, and that they, as such Mayor and Clerk, being authorized so to do, execut- ed the foregoing instrument for the purposes contained therein by subscribing thereto the name of said City and attesting by themselves as such Mayor and Clerk, respectively. WITNESS, my hand and notarial seal this _ day of 1986. Notary Public Residing in Wayne County, Indiana My Commission expires: STATE OF INDIANA) ) Ss. COUNTY OF WA`.fNE ) Before me, a Notary Public in and for said County and State, personally appeared and , with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the and , respectively, of The Second National Bank of Richmond, Richmond, Indiana, the "Bondholder" and that they, as such and , respectively. WITNESS, my hand and notarial seal this _ day of 1986. My Commission expires: Notary Public Residing in Wavre County, Indiana -6- STATE OF INDIANA) ) SS. COUNTY OF WAYNE ) Before me, a Notary Public in and for said County and State, personally appeared and , with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the and , respectively, of The Second National Bank of Richmond, Richmond, Indiana, the "Trustee" herein, and that they, as such and , being authorized so to 0o, executed the foregoing instrument for the purposes contained therein by subscribing thereto the name of said corporation and attesting by themselves as such and , respectively. WITNESS, my hand and notarial seal this _ day of , 1986. My Commission expires: Notary Public Residing in Wayne County, Indiana -7- STATE OF INDIANA) ) SS. COUNTY OF WAYNE ) Before me, a Notary Public in and for said County and State, personally appeared and with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the and , respectively, of The First National Bank of Richmond, Richmond, Indiana, the "Bondholder" herein, and that they, as such and , being authorized so to Ito, executed the foregoing instrument for the purposes contained therein by subscribing thereto the name of said corporation and attesting by themselves as such and , respectively. WITNESS, my hand and notarial seal this day of , 1986. My Commission expires: at haw. :rotary Public Residing in Wayne County, Indiana This instrument prepared by Robert W. Fulton, Attorney -8- DISPOSITION OF ORDINANCE NO.—)7--198 RESOLUTION NO. -198 by Common Council. RDINANCE NO. RESOLUTI NN � 7% S' L 'DATE ELSTRO WILLIAMS BAOOYBgNK HANKINSOX 4RiiESEit PARKER HUTiON tlORR]S BOOIKER 'Susp.rule s 1st read Title only Seconded Proof of of Publication - Seconded .......I ............ .......... ........ Move to 2nd reading d.. Se..con..................... .......................... ............ .......... ....... Engrossment ............ Seconded ........................ Susp, rules 3rd Reading Seconded ............ Passage ......,,..OR ....................................... Rejection ................. ..... ... .. . DATE PASSED: �I�p& COMMITTEE ASSIGNMENTS: Committee Date Committee Nearing Date Reassigned to Council Agenda PUBLICATION DATES: AMENDMENTS: C ILIEMFS :