HomeMy Public PortalAbout076-1979 - AUTHORIZING THE CONSENT OF THE CITY TO ASSIGNMENT OF A CERTAIN SUBRELEASEORDINANCE 76 -1979
ORDINANCE OF THE CITY OF RICHMOND AUTHORIZING THE CONSENT OF THE CITY TO
THE ASSIGNMENT OF A CERTAIN SUBLEASE, A VXaT OF A FINANCING AGREEMENT
UNDER WHICH RICHMOND ECONOMIC DEVELOPMENT FIRST MORTCACE REVENUE BONDS,
SERIES 197E (DEVELOPMENT CORPORATION OF RICHMOND) WERE ISSUED AND SOLD.
WHEREAS, the City leased to Development Corporation of Richmond
certain real estate described in a Lease between such parties dated June
20, 1978 and recorded _tune 20, 1978, in Miscellaneous Record 126, page
300-341 of the records of the Recorder of Wayne County, Indiana, as part
of a financing agreement under which Richmond Economic Development First
Mortgage Revenue Bonds, Series 1978 (Development Corporation of Richmond)
were issued and sold; and
WHEREAS, Development Corporation of Richmond subleased the said
real estate to The Johnson Sheet Metal Works Corp. by a certain Sublease
dated June 20, 1978, and recorded June 20, 1978, in Miscellaneous Record
126, page 342-372 of the Records of the Recorder of Wayne County, Indiana;
a Md.
WHEREAS, under said Lease the Development Corporation of Richmond
did assign that Sublease to the City of Richmond and the City of Richmond
did assign and pledge unto the Trustee the Lease and such rights that it
had under the Sublease, 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,T.ndiana and The First National_ Bank ❑€
Richmond, Indiana, as Trustee, dated June 20, 1978, and recorded June
20, 1978, in 'Mortgage Record 483, page 241-324 of the records of the
Recorder of Wayne County, Indiana; and
WHEREAS, The Johnson. Sheet Metal Works Corp. on the 31st day of
July, 1979, executed a certain Agreement whereby it did sell, traasfer,
assign and convey to a subsidiary of Overhead Door Corporation, OHD
Sheet metal Works Corp., an Indiana corporation, all of its assets
including its interest in said Sublease; and
WHEREAS, the said ORD Sheet Metal Works Corp. agreed to assume said
Sublease 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; and
WHEREAS, Overhead Door Corporation, an Indiana corporation, a
corporation whose stock is listed on the New York Stock Exchange, has
guaranteed the performance by ORD Sheet Metal Works Corp., its subsidiary,
of all liabilities and obligations Which it has assumed; and
WHEREAS, the Development Corporation of Richmond, the Sublessor,
The First National Bank of Richmond, Indiana, Trustee, and The First
National Bank of Richmond, Indiana, sole and only Bondholder, each has
consented to the assignment of the Sublease by The Johnson Sheet Metal
Works Corp. to OHD Sheet Metal Works Corp. and to the release of The
Johnson Sheet Metal Works Corp. from the full, performance of the provisions
under the Sublease, all as is set forth in the copy of such Assignment
which is attached hereto and made a part hereof, and marked Exhibit "A".
NOS,T, THEREFORE BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY
OF RICHMOND, INDIANA:
That it hereby consents with the Development Corporation of Richmond,
The First National Bank of Richmond, Indiana, Trustee, and The First
Ka,tioual Bank of Richmond, Indiana, sole and only Bondholder, to the
assignment of the Sublease referred to in Section 8.8 of said Lease
between the City and The Johnson Sheet Metal Worko Corp. from The Johnson
Sheet Metal Works Corp. to OHD Sheet Metal Works Corp. and the release
of The lohnson Sheet Metal Works Corp. from the full performance of the
provisions of the Sublease.
That the Mayor and Clerk are authorized and directed to execute and
deliyer to The Johnson Sheet Metal Works Corp. its consent to the assignment
of such Sublease im the form and manner set forth in ExEihit "A" hereto.
That this Ordinance shall be in full force and effect from and
aXtar its passage and signing by the Mayor.
-1-1 W�fti
Pr dent of OMon ouncil
Attest:
C' y Clerk
PRRSPRTFD to tba Mayor of the City of Richmond, Indiana this
day of ,.1979.
/j�) 1
City Clerk
APPROVED by me, Clifford J. Dickman, Mayor of the CiCy of Richmond,
Indiana, this r ' day of 1919.
61
Attest:
Ci'lerk
EXHIBIT "A"
ASSICN i] NT 01� LEASE
ACREEMEF;T made July rt , 1979, among DEVELOPMENT CORPORATION Olt
RICIIMOND, an Indiana corporation, hercinaftcr referred to as "SUBLESSOR",
THE t!XENSON SF}FF,T ME rAI, L,TOPKS t7,2'y _ ; fnrliane o.nrpnrpti on ; 1rp ei,,; x ter
referred to as "SUELESSET", THE CITY OF RICHE'011), INDIANL, hereinafter
referred to as "LLSSOR", THE FIRST NATIONAL BANK OF RICHMOND, as Trustee,
hereinafter referred to as "TRUSTEE", and TEE FIRST FATIONAL BALK OF
RICHI,O�TD, as the owner of all the issuecl and outstanding bonds, hereinafter
refcrrcd to as ''20NDHOLDER", and OHD Sheet 'Meta]. Works Corp,, her.e.i.na`ter
referred to as "ASSIGNEE".
W I T N E S S E T H :
WHEREAS, Lessor leAsed to Sublessor the real estate described in
that certain ].ease between Lessor and Sublessor dated June 2C, 1978 and
recorded on June 20, 1978 in Miscellaneous Record. 126, page 300--341 of
the records of the Recorder of Wayne County, Indiana, a copy of which i.R
attached hereto, made a part Hereof and marked Exhibit "A.",("LEASE") and
FrlIWRI?AS, Sublessor has subleased the real estate described in
Exhibit "A" to the Sublessee by a certain Sublease dated June 20, 197€3
and recorded okz June 20, 1978 in Miscellaneous Record 120, page 342-372,
of the records of the Recorder of Wayne County, Indiana, a copy of which
is attached beret_o, made a part hereof and marked.FNhlbit "B" ("SCIBLLASE"),.
and
WHEREAS, Sublessor in accordance with Section. 8.8 of Fxhibit "A"
did conditionally assign to Lessor that certain Sublease with The Johnson
Sheet Metal Works Corp., Sublessee; and the Lessor did assign and pledge
unto the Trustee the Lease and such rights as it had under the Sublease,
in order to secu-re the payment of the principal, premium, if any, interest
and a.ny other sums payable on Bonds outstanding under an issue pursuant
to a certain rlortgage and indenture of Trusl between the Lcssor and
Trustee dated .lone. 20, 1978, and recorded June 29, 1978, in Mortga.ge
Record 483, page 241--324 of the Rc cords of the Recorder of Wayne County,
Indiana; and
44HERLAS, the Sublessee has entered into a certain Agreement whereby
it will sell, transfer, assign and convey to a subsidiary of Overhead
Door Corporation, OHD Sheet Metal Storks Corp., all of its assets,
including its interest in Exhibit "B" heret❑ (Sublease).
N M , THEREFORE, for and in consideration of the mutual covenants
and agreements of the parties hereto:
1. ASSIGNMENI ---- The Sublessee hereby grants, transfers and assigns
to Assignee that certain Sublease with Development Corporation. of Richmond,
Siibl.essnr, together with the right or option to purchase the demised
premises all in accordance with such F.xh-ihit "B".
2. ASSUMPTION OF LEASE -- The Assignee hereby agrees to assume. the.
Sublease for the balance of the team thereof, to pay the rents and other
amounts payable tliereundor, and to faithfully perform all of the covenants,
stipulations and agreements contained therein.
3. CONSENT OF LESSOR, SUBLF?9SOR, TRUSTEE AND BONDHOLDT-R -- 7n
consideration of the foregoing assumption of Assignee, the Lessor,
Sublessor, Trustee and Bondholder, each hereby consents to this assignment
of the Sublease by the Sublessee to the Assignee and the release of the
Sublessee from the full performance of the provisions of the Sublease.
Ih 14ITNESS WHERED-R, the parties hereto have executed this agreement.
THE. JOHNSON SHEET METAL UORKS CORP.
Attest: 41"',
BYG. Scott Hu, Ent
itohext E. Brooks, Secretary
"SUBLESSEE"
('-' iT't/63X-'.
J <;J?}�J�i'G. fry'.
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4-• �V -91 r ' ��I
=2-1 L-. may'
OHD SIl3E' ETAL WORKS COR
r j
l'
By
President
"ASSIGNEE"
2
.Attest:
City Clerk
"LESSOR"
Attest:
Secretary
"SUBLESSOR"
CITY OF RICHMOND, INDIANA
By:
MkLynr
DEVELOPMENT COP11CRATI.ON 01' RICHMOND
Presi dent.
THE FIRST NATIONAL BANK OF RICHMOND,
As Trustee,
Attest: %
r //f
L�tili - 7i��lri1/✓�ib�_ v� President
Secretary
"TRUSTEE"
TIIF. FIRST NATLONAL BANK OF RI.CIIMOND
Attest:,-
.
President
Vv1L3/l
Secretary
"BONDHOLDER"
3
STATE OF INDIANA )
Manians ) ss:
CO[?NTY OF 44�;i;? )
Before me, a Notary Public in and for the State and County aforesaid,
personally appeared G. Scott Hull and RoherL E. Brooks, with moth of
u;110m I all, personally acquaint-ed, and who, upon their oaths, acknowledged
Lhctmse.lves to be the President and Secretary, respecL9.vL-1-y, of The
Job -son Sheet Metal Works Corp., the "Sublessee" herein, and that they,
as such Prr_:;ident nncl Sccro.tnry, being authorized so to do, or es.utPd tice
foregoing instl:c«aent foy the puEYuyua con ained therein by Subscribing
thereto the name of said curporaLion and attesting by themselves as such
President and Secretary, respectively.
WITNESS, my hand and notarial seal of office at Richmond, Indiana,
this _W-0 day of July, 1979.
Notary Public residing in.,1t r !
County, 7n(iia+xa
My Ccmm- fission expires:
STATE OF n q )
} ss:
COUNTY OF /�Etniea! }
Before me, a Nntary Public in and for the State and County aforesaid,
per_sJa/nalle��rcarcdwi1 h bc:Lh of wbd tl clselve'so )ilbe acq atated,1� L
—fir-ej� 2 y 9 , d, and
who up>n their oaths; g dent and
respectively, of GH7 Sheet Metal Works Corp., "Assignee" herein,
and that they, a.s such President and Secretary, being authorized so to
do, executed the foregoing in5tru7nant for the purposes contained Lherei-n
by subscrihing thereto the name of said corporation and attesting by
themselves as such President and Secretary, respectively.
WITNESS, my hand and notarial seal of office at
this day of July, 1979, 4�}
R }
Nutary Public.
residing i.nryt1/Yt
Gounty,RS�dC$„!
My Commission expires:
STATE OF IN➢IANA }
} 55:
COUNTY OF WAYNE }
Before me, a Notary Public in and for the State and County aforesaid,
personally appeared Clifford J, Dickman and Jo Ellen Trimble, with both
of whoa i a-: personally acquainted, and who, upon their oaths, acknowledged
themsclves to be the Mayor and Clerk, respectively, of tha City of
Richmond, Trdiana, the "LRSSOR" herein, and that they, as such Mayor and
r.
Clerk, bei�,g authorized so to do, F.xrCiif.e[i the foregoing instrumentLoi
the purposes contained therein by subscribing thereto the name of said
City and attesting by themselves as such Mayor and Clerk, respectively.
l,KNESS, my hand and notarial seal of office at Richmond, Indiana,
this day of July, 1979.
Notary Public residing % Wayne
County, Indiana
My Ccmmission expires:
STATE OF INDIANA )
} SS:
COUNTY OF WAYNE }
Before me, a Notary Public in and for the State and County aforesaid,
personally appeared C. Allan Rosar and Esther M. Ullman, with moth of
whom T am personally acquainted, and who, upon their oaths, acknowledged
themselves to be the President and Secretary, respectively, of Development
Corporation of Richmond, the "Sublessor" herein, and that they, as such
President and Secretary, being authorizcd so to do, executed the foregoing
instrument for the purposes contained therein by subscribing thereto the
name. of said carporati.on and attesting by themselves as such'Presidaut
and Secretary, respectively.
WITNESS, my hand and notarial ,seal of office at Richmond, Indiana,
this t&__ day of July, 1979.
ohmission expires,
,
i ? v
Notary Public residing in Wayne
County, Indiana
5
STAI'Ll OF INDIANA )
SS:
COUNTY OF WAYNE }
Before me, a Notary Public in and for the State and County aforesaid,
personally appeared Robo; L `I. Frice and .l%CGS11",
with both of whoa I am personally acquaintcd, and who, upon their aaLhs,
ac:kncwledged themselves to be the President and Sc:creLary, respecLivel-y,
of- 1ha 1'-Lrst National Bank of Ric:hmord, the "Trustce" herein, and that
they, as such President and Secretary, being authorized sa to do,. cxecutcd
the foregoing instrument iui: Inc! ]illrjiG Sew LuiitaiiieCi Elueyv;-it i,y Sulo Scl ili)iur
thereto the name of said back an(? attesting by t%ernselves as such President
and Secretary, respectively.
WIT;LESS, my hand and notarial. seal of office at Richmond, Indiana,
day of July, 1979.
r
Note. Public residing i-n Wayne
County, Indiana
1'4y''•`Comucission expires,
STATE OF INDIANA )
) SS:
COUNTY OF WAYNE }
Before me, a Notary Public in and for the Sate r and County aforesaid,
per,sonal.ly appeared Robert M. Price and
with both of whom I am personally acquainted, and who, upon their oatbs,
acknowledged themsclvcu' to be the President: and Secretary, respectively,
of The First National Bank of Richmond, the "Bondho.lder" 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 bank and attesting by themselves as
such President and Secretary, respectively.
WITK3SS, my hand and notarial seal of office at Richmond, lnc2iana,
this cX day of July, 1979.
r ,
MY.' omnission expires:
. ! t !/ o
Notary Public residing in Wayne
County, Indiana
This instrument prepared by Andrew C. Cecere, Attorney aL Law.'
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