HomeMy Public PortalAbout091-1986 - ORDINANCE OF THE CITY AUTHORIZING THE CONSENT OF THE CITY TO THE CONVEYANCE OF REAL ESTATE AND THE ASSIGNMENT OF THE LOAN AGREEMENTORDINANCE 91 - 1986
ORDINANCE OF THE CITY OF RICHMOND, INDIANA AUTHORIZING THE CONSENT OF THE
CITY TO THE CONVEYANCE OF REAL ESTATE AND THE ASSIGNMENT OF THE LOAN
AGREEMENT, A PART OF THE FINANCING AGREEMENT UNDER WHICH CITY OF RICHMOND
ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES 1985, (IMPERIAL PROJECT), WERE
ISSUED AND HOLD.
WHEREAS, Raymond E. Imperial (Imperial) entered into a certain Loan
Agreement, Mortgage and Security Agreement with the City of Richmond,
Indiana ("ISSUER"), dated August 29, 1985, and recorded in Mortgage Record
Book 577, page 536 of the records of the Recorder of Wayne County ("LOAN
AGREEMENT") granting to the Issuer a lien on the Real Estate (described in
Exhibit "A" to the Loan Agreement ["REAL ESTATE"], to secure Imperial's
Promissory Note of even date to the City (Series 1985 Note). The funds for
such loan from the Issuer to Imperial were provided by the issuance of City
of Richmond, Indiana Economic Development Revenue Bonds, Series 1985
(Imperial Project) ("Bonds") under a certain Indenture of Trust, dated
August 29, 1985 and recorded in Mortgage Record 577 page 584 of the records
of the Recorder of Wayne County, Indiana (Indenture) between the City and
The Second National Bank of Richmond, Richmond, Indiana, ("TRUSTEE"), which
said Bonds were secured by the assignment and pledge of the Loan Agreement
and Note to the Trustee under the Indenture for the benefit of the
bondholders of the Bonds; and,
WHEREAS, Imperial did lease the Real Estate to Imperial Products,
Inc., an. Indiana corporation, duly ("LESSEE"), pursuant to an Indenture of
Lease dated August 29, 1985 and recorded, etc., ("Real Estate Lease") which
said Real Estate Lease was assigned to the Issuer pursuant to Paragraph
6.11 of the Loan Agreement and assigned by the Issuer to the Trustee under
the Indenture; and,
WHEREAS, Imperial has agreed to convey the real estate described in
Exhibit "A" to the Loan Agreement to the Assignee, subject to the lien of
the Loan Agreement and Indenture, and has agreed to assign all of its
rights and obligations under the Loan Agreement and Series 1985 Note to the
Imperial Products, Inc. ("Assignee") upon the assumption by the Assignee of
all of the obligations of Imperial under said Loan Agreement, including but
not limited to its payment of all sums thereafter due under the Series 1985
Note, provided the Issuer, Trustee, and Bondholders shall release Imperial
from any and all obligations under the Loan Agreement and Series 1985
Note.
WHEREAS, Imperial and 'Lessee have agreed to terminate the Real Estate
Lease; and,
WHEREAS, Imperial, Trustee and The Second National Bank of Richmond,
the owners of all the issued and outstanding Bonds, ("BONDHOLDERS") and the
Assignee, have agreed to enter into a Supplemental Agreement to the Loan
Agreement, a copy of which is attached hereto, made a part hereof, and
marked Exhibit "I", and have requested the City of Richmond, ("Issuer"), to
consent to the execution and delivery of said Supplemental Agreement.
NOW, THEREFORE, be it ordained that the City of Richmond hereby
consents with Imperial, the Trustee and the Bondholders to (1) the
conveyance of the real estate described in Exhibit "A" of the Loan
Agreement by Imperial to the Assignee, Imperial Products, Inc., and (2) the
assignment by Imperial to the Assignee of all Imperial's rights and
obligations under the Loan Agreement and Series 1985 Note, and (3) the
complete release of Imperial from any and all obligations or
responsibilities under the Loan Agreement and the Series 1985 Note, and (4)
to termination of the Lease between Imperial and the Lessee.
That the Mayor and the Clerk are hereby authorized and directed to
execute and deliver, in the substantial form and content, the Supplemental
Agreement attached hereto and made a part hereof and marked Exhibit "I".
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,
Indiana, this ���day of (�r�, ��,� , 1986.
P si ent of Comm n Council
Attest:
City Cle k
PRESENTED to the Mayor of the City of Richmond, Indiana thisi3ay
of ak-- ,,_f� -, 1986.
KKR
APPROVED By me Frank H. Waltermann, Mayor of the City of Richmond,
Indiana, this7Zday of ZL„ J , 1986.
Mayor
At t e s t : r, 41
City Cle k
EXHIBIT "I"
SUPPLEMENTAL, AGREEMENT
AGREEMENT made among RAYMOND E. IMPERIAL, hereinafter referred to
as "IMPERIAL", THE CITY OF RICHMOND, INDIANA, hereinafter referred to
as "ISSUER", THE SECOND NATIONAL BANK OF RICHMOND, RICHMOND, INDIANA,
as Trustee, hereinafter referred to as "TRUSTEE", and THE SECOND
NATIONAL BANK OF RICHMOND, RICHMOND, INDIANA, as the owner of all the
issued and outstanding bonds, hereinafter referred to as "BONDHOLDERS",
and IMPERIAL PRODUCTS, INC., an Indiana Corporation, hereinafter referred
to as "ASSIGNEE".
W I T N E S S E T H:
WHEREAS, the Imperial entered into a certain Loan Agreement, Mortgage
and Security Agreement with the City of Richmond, Indiana ("ISSUER"), dated
August 29, 1985, and recorded in Mortgage Record Book 577, page 536 of the
records of the Recorder of Wayne County ("LOAN AGREEMENT") granting to the
Issuer a lien on the Real Estate (described in Exhibit "A" to the Loan
Agreement ["Real Estate"]), to secure Imperials Promissory Note of even
date to the City (Series 1985 Note). The funds for such loan from the
Issuer to Imperial were provided by the issuance of City of Richmond,
Indiana Economic Development Revenue Bonds, Series 1985 (Imperial Project)
("Bonds") under a certain Indenture of Trust, dated August 28, 1985 and
recorded in Mortgage Record 577 page 584 of the records of the Recorder of
Wayne County, Indiana, (Indenture) between the City and The Second National
Bank.of Richmond,.Richmond, Indiana, ("TRUSTEE"), which said Bonds were
secured by the assignment and pledge of the Loan Agreement and Note to the
Trustee under the Indenture for the benefit of the bondholders of the
Bonds; and,
WHEREAS, Imperial did lease the Real Estate to Imperial Products,
Inc., an Indiana Corporation, ("LESSEE"), pursuant to an Indenture of Lease
dated August 29, 1985 and recorded August 29, 1985 in Miscellaneous Record
Book 156 page 247 of the records of the Recorder of Wayne County, Indiana,
("Real Estate Lease") which said Real Estate Lease was assigned to the
Issuer pursuant to Paragraph 6.11 of the Loan Agreement and assigned by the
Issuer to the Trustee under the Indenture; and,
WHEREAS, the Loan Agreement is still in full force and effect; and,
WHEREAS, Imperial has agreed to convey the real estate described in
Exhibit "A" of the Loan Agreement to the Assignee subject to the lien of
the Loan Agreement and Indenture, and has agreed to assign all of his
rights and obligations under the Loan Agreement and Series 1985 Note to the
Assignee upon the assumption by the Assignee of all of the obligations of
Imperial under said Loan Agreement, including but not limited to its
payment of all sums thereafter due under the Series 1985 Note, provided the
Issuer, Trustee, and Bondholders shall release Imperial from any and all
obligations under the Loan Agreement and Series 1985 Note.
WHEREAS, the Imperial and Lessee have agreed to terminate the Real
Estate Lease.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements of the parties hereto:
1. CONVEYANCE AND ASSIGNMENT BY IMPERIAL -- IMPERIAL shall convey to
Assignee (IMPERIAL PRODUCTS, INC.) by Warranty Deed the real estate
described in Exhibit "A" of the Loan Agreement subject to the lien of the
Loan Agreement and Indenture, and further hereby grants, transfers and
assigns to the Assignee all of the Imperial's rights and obligations under
the Loan Agreement and Series 1985 Note.
The Company and Lessee have executed a termination of the Real Estate
Lease.
2. ASSUMPTION BY ASSIGNEE -- The Assignee hereby expressly and
unconditionally agrees to assume all of the obligations of Imperial under
the Loan Agreement and the Series 1985 Note and to perform and observe the
other agreements on the Imperial's part contained therein until such time
as the principal of, premium, if any, and interest on the City of Richmond,
Indiana Economic Development Revenue Bond, Series 1985 (Imperial Project)
shall have been fully paid or provisions for the payment thereof shall have
been made in accordance with the Indenture.
3. CONSENT AND RELEASE BY ISSUER, TRUSTEE AND BONDHOLDERS -- In
consideration of the foregoing, the Issuer, Trustee and Bondholder each
hereby consents to (1) the conveyance of the real estate described in
Exhibit "A" of the Loan Agreement by Imperial to the Assignee, and (2) the
assignment by Imperial to the Assignee of all of the Company's rights and
(2)
obligations under the Loan Agreement or the Series 1985 Note, and (3) the
complete release of the Imperial from any and all obligations at:
responsibilities under the Loan Agreement and the Series 1985 Note, and (4)
termination of the Lease between the Imperial and the Lessee.
Except and to the extent herein modified and the deletion of the name,
"Imperial" whenever it may appear and substituting in lieu thereof in each
instance the name "Imperial Products, Inc." in the Loan Agreement, Series
1985 Note and Indenture, those instruments shall remain in full force and
effect and the Assignee shall be bound by the terms thereof.
Raymond E. imperial
Dated November 1986
"IMPERIAL"
IMPERIAL"PRODUCTS, INC.
By:
Attest:
President
,Secretary
Dated November , 1986
Attest:
Mary Merchanthouse, Clerk
Dated November 1986
Dated November , 1986
"ASSIGNEE"
CITY OF RICHMOND, INDIANA
By:
Frank H. W11termann, Mayor
"ISSUER"
THE SECOND NATIONAL BANK OF
RICHMOND
By:
"TRUSTEE"
(3)
THE SECOND NATIONAL BANK. OF
RICHMOND
By:
Dated November 1986
"BONDHOLDER"
STATE OF INDIANA, COUNTY OF WAYNE, SS:
Before me, a Notary Public in and for said County and State,
personally appeared Raymond E. Imperial, who acknowledged the execution of
the foregoing Supplemental Agreement, and who, having been duly sworn,
stated that any representations therein contained are true.
1986.
WITNESS, my hand and Notarial Seal this day of
,Notary Public
Residing in Wayne County, Indiana
My Commission Expires:
STATE OF INDIANA, COUNTY.OF WAYNE, SS:
Before me, a Notary Public in and for said County and State,
personally appeared , President, of Imperial Products,
the Assignee herein, and that he as such President, being authorized so to
do, executed the foregoing instrument for the purposes contained therein by
subscribing thereto the name of said corporation and acknowledging the
foregoing to be his voluntary act and deed for and on behalf of said
corporation.
1986. WITNESS, my hand and Notarial Seal this day of ,
,Notary Public
Residing in Wayne County, Indiana
STATE OF INDIANA, COUNTY OF WAYNE, SS:
Before me, a Notary Public in and for said County and State,
personally appeared Frank H. Waltermann and Mary Merchanthouse, 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 "Issuer" herein, and that they, as such Mayor and
Clerk, being authorized so to do, executed the foregoing instrument for the
purposes contained therein by subscribing thereto the name of said City and
attesting by themselves in such Mayor and Clerk, respectively.
1986. WITNESS, my hand and Notarial Seal this day of
,Notary Public
Residing in Wayne County, Indiana
My Commission Expires:
STATE OF INDIANA, COUNTY OF WAYNE, SS:
Before me, a Notary Public in and for said County and State,
personally appeared, Herbert R. Lahmann, Vice President and Senior.Trust
Officer of The Second National Bank of Richmond, Richmond, Indiana, of whom
I am personally acquainted, and who, upon his oath, acknowledged himself to
be the Vice President and Senior Trust Officer of The Second National Bank
of Richmond, the "Trustee" herein, and being authorized so to do, executed
the foregoing instrument for the purposes contained therein by subscribing
thereto the name of said Bank and acknowledging the foregoing to be his
voluntary act and deed for and on behalf of said Bank.
1986.
WITNESS, My hand and Notarial seal this day of
'
,Notary Public
Residing in Wayne County, Indiana
My Commission Expires:
STATE OF INDIANA, COUNTY OF WAYNE, sS:
Before me, a Notary Public in and for said County, and State,
personally appeared, Kenneth D. Bane, President of The Second National Bank
of Richmond, Richmond, Indiana, of whom I am personally acquainted, and
who, upon his oath, has acknowledged himself to be the President of The
Second National Bank, the Bondholder herein, and being authorized so to do,
executed the foregoing instrument for the purposes contained therein by
subscribing thereto the name of said Bank and acknowledging theforegoingto be his voluntary act and deed for and on behalf of said Bank.
WITNESS, my hand and Notarial Seal this day of
1986. '
,Notary Public
My Commission Expires: Residing in Wayne County, Indiana
This instrument prepared by Andrew C. Cecere, Attorney at Law.
(5)
DISPOSITION OF ORDINANCE NO.
-198 Fo
RESOLUTION N0.
—198
by Comman Council
�nDiNANCE N0.
RE$XOTICN N0. FCSiRpIY(IUAnS
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DATE PASSEL:
COMMITTEE ASSIGNMENTS:
Conmittee Date
Committee hearing Date
Reassigned to Council Agenda
PUBLICATION OATES:
AMENDMENTS:
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