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Home My Public Portal About115-1979 - AUTHORIZING THE CONSENT OF THE CITY TO THE ASSIGHNMENT OF A CERTAIN LEASE A PART OF A FINANCING AGREEMENTORDINANCE. 115.1979 ORDINANCE OF THE CITY OF RICHMOND AUTHORIZING THE CONSENT OF THE CITY TO THE ASSIGNMENT OF A CERTAIN LEASE, A PART OF A FINANCING AGREEMENT UNDER WHICH RICHMOND ECONOMIC DEVEL- OPMENT FIltST MORTGAGE REVENUE BONDS (KB LAMINATES, INC) WERE ISSUED AND SOLD. WHEREAS, the City leased to KB Laminates, Inc. certain real estate described in a Lease between such parties dated June 30, 1975 and recorded June 30, 1975, in Miscellaneous Record 122, page 24 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 (KB Laminates, Inc.) were issued and sold; and WHEREAS, the City of Richmond did assign and pledge unto the Trustee 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 First National Bank of Richmond, Indiana, as Trustee, dated June 30, 1975, and recorded June 30, 1975, in Mortgage Record 448, page 465 of the records of the Recorder of Wayne County, Indiana; and WHEREAS, KB Laminates, Inc. on the 29th day of October, 1979, executed a certain Agreement whereby it did sell, transfer, assign and convey to Productivity Corporation, an Indiana corporation, substantially all of its assets including its interest in said Lease; and WHEREAS, the said Productivity Corporation agreed to assume said 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; and WHEREAS, The First National Bank of Richmond, Indiana, Trustee, and The First National Bank of Richmond, Indiana and The Second National Bank of Richmond, Indiana, all of the Bondholders, each has consented to the assignment of the Lease by KB Laminates, Inc. to Productivity Corporation and to the release of KB Laminates, Inc, from the full performance of the provisions under the Lease, all as is set forth in the copy of such Assignment which is attached hereto and made a part hereof, and marked Exhibit "A". NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA: That it hereby consents with the KB Laminates, Inc., The First National Bank of Richmond, Indiana, Trustee, and The First National Bank of Richmond, Indiana, and The Second National Bank of Richmond, Indiana, all of the Bond- holders, to the assignment of the Lease between the City and KB Laminates, Inc. and the release of KB Laminates, Inc. from the full performance of the provisions of the Lease, provided that the Guaranty under Article XIII of the Lease is to remain in full force and effect so long as the City of Richmond Economic Development First Mortgage Revenue Bonds (KB Laminates, Inc.) have not been retired. That it hereby confirms and ratifies the act of the Mayor and Clerk in the execution and delivery of the Assignment of Lease and consent of the City, in the form and manner set forth in Exhibit "A" attached hereto, to Productivity Corporation. That this Ordinance shall be in full force and effect from and after its passage and signing by the Mayor. Att t: ) !�L� 9.L'_— �' a4�j�_ City Vlamk PRESENTED to the Mayor of the City of Richmond, Indiana this :?d 4 day of (�lJ�y�c�y, 1979. Cit GW rk _ APPROVED by me, Clifford J. Dickman, Mayor of the City of Richmond, Indiana, this p�(�7 day of 1979. M Atte t: City C er EXHIBIT "A" ASSIG.TNMEN'.0 OF T,FAS11 AGREEMENT na,l,� . �� >>_%1979, among XB LAMINATES, INC., an Indiana corporation, bere:i.nafte-r referred to as "LESSEE"; DA.VI:D L. KAI.\ and SIIAP.OPI KAI;.TI, hu,;l,rtud and wife, and T. VI.CT01t BAR1'LEN Y and JUKE BARTLENt1Y, husband and wife, jointly and severally hereinafter referred to as the "GUARANTORS"; THE CITY OF RIOBNOND, INDIANA, herein—. after referred to as "LESSOR"; THE FIRST NATIONAL BANK OF RICHMOND, as Trustee, her:e.i-naft:er referred to as "TRUSTEE"; and 'JHZ FIRST ATI.ONAL BANK OF ItICIL`'O;D and THE SECOND NATIONAL. BANK OF EfCfE.10ND, as the otmer's of all the :issued and outstanding bonds, hereinafter referred to as "BONDHOLDERS"; and PRODUCTIVITY CORPORATION, hereinafter referred to as "ASSIGNEE", W I T N E S S E T 1I - WHEREAS, Lessor leased lessee the real estate described in that certain Lease between Lessor and Lessee dated June 30, 1975 and ,recorded on June 30, 1975, in Miscellaneous Record 122, page 2.4 of the records of the Recorder of Wayne County, Ind:i.ana, a copy of which is attached hereto, wade a part hereof and marked Exhibit "A" ("LEAW); and PEEREAS, the Lessor died assign and pledge unto the Trustee the Lease 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 a certain Mortgage and Indenture of Trust between the Iessor and Trustee dated June 30, 3.975,. atnd recorded June 30, 1975, in Mortgage Record 443, page A65 of the Records of the Recorder of Wayne County, Indiana; and WHEREAS, the Lessee has entered into a certain AgrcemenC whereby it will scll, transfer, assign and convey to Productivity Corporation substantially all of. :its assets, including its interest: in Exhi.bi.t "A" hereto (Lease). r � „r< <; i Guirantor.-s uncondit: Kounl l.y i l I..,-.1.-, under �\rti.c.l.�� XIII r..£ �,ati.<. Lc°arse, flue guaranteed that all of the obligations, duties and liabilities of the Lessee ender said Lease will be performed in accordance with fhe provisions thereof, and if any or all of thcm arc not parl-01"1110d, ru.-.Irrfntor V.,111.1 pol.forl'i each rind every one of the szit,.ic as to which the Lessee may default; and WHERE AS, LhP Lessor, Trustee and Bondholders will consent to the - assignment of the Lease to Assignee, and further will consent that such assignient: shall. rclicvo the Lessee from auy further liability under such Lease, but will not consent ro relieve the Guarantor from [heir ob1:ij,nLio1iS under Article Xlti of said Tease; namely, L&L the Guarantor will eat all times.continue to guarantee all the obligations, duties and liabilities of the Lessee under such Lease, although assumed by Assignee; that Guarantor shall continue to he liable under the provisions of Article XIII as if there had been no assignment and KB Laminates, Inc. was primar-1-1-y liable. VOW, THEREFORE, for and in consideration of the mutual covenants and agreements of the parties hereto: 1. ASSIGNMEL 14T The Lessee hereby grants, transfers s and assigns to Assignee that certain Lease with the City of Richmond, Indiana, together with the right or option to purchase the demised premises all in accordance with such E%hibix .,A". 2. ASSUMPTION OF LT,,ASr The Assignee hereby agree; to assume the Lease for the balance of the term thereof, to pay the rents aid other amounts payable thereunder, and to faithfully perform all of the covenants, stipulations and agreements contained therein. 3. GUARANTY BY GUARANTOR -- The Guarantor hereby acknowledges and agrees that the Guaranty under Article XTTI of the Lease is to remain in full force and effect so long as the Lease is in effect and so long as the City of Richmond Economic Development First Mortgage Revenue Bonds (KB Laminates, Inc.) have not been retired. The Guarantors, each confirm and ratify their respective obligations as Guarantors under such Guaranty and agree to be obligated thereunder although the Lessee, KH Laminates, Inc., in released from any further liability under. such Lease. 4. CORSENT OF L0,0R, TRUSTEE AND 110NDHOLDERS In consideration or the foregoing assumption oKAsnigncc, the ConfirmaLion Of the continued Guaranty by Cuarautur, the Lessor, 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 provls .can=< of the Lease, with the continued Cuaranty by Guarantor to the sane extent as if there was no nss i, nm nit, excepting that there shall_ be no acceleration of - rentals as provided for in Section 13.3 of I:.hr_ Lease as to the Assignee herein. It is understood and agreed that, in the event: of default in the performance of the covenants of the lease by Assignee, continuing for a period of thirty (30) days following notification in writing thereof by Lessor or the Trustee, unless the Lessor and the `trustee shall -agree in wr.i.ti.ng to an extension of: such time prior to exr piration and an "event of default" has occurred as defined in the Lease, and upon the Guarantors assuming and performing such olbligations as Provided in Section 13.2 of the Lease, then the interest of Assignee in and to said Lease and the demised promises shall therewpon terminate and Guarantor shall succeed to such interest, of Assignee in and to such Lease. IN WITNESS WHEREOF. the parties hereto have executed this agreement. Attest: KB LAMINATES, INC-. David L. Karn,resident Z. Victor art Lc r,ay, 5c ci' hry Attest: PRODUCTIVITY COP.,POSATION C. Allan Rosar floward T"1. Ullman, Jr., Pre ident "ASSIGNEE" CITY OF RICHMOND, INUTANA Attest: J3 ��// c_ •�j�_ / (/ 'sue f;l:i;iftiY.d .1 i-cI<n,nn, Mayor o 010 Trimble, Clerk - — , "hliSS(11:" THE FIRST NATIONAL BANK OF RICII2tOND, Attest. as Trustee, Seecrcro tary t. Pres dene. "1'RUS`flil?" Attest: THE FIRS'' DIATIONAT. 11,A:K OF .RiCU`!OXD V dr A . Il Fl..,.1 /,�:i V{i�.1/'y�.,. -L: L_ I,)r,� �✓ ----- 'Fl�j -._ --__ STXfj` OF I` DIA_9A, COUYYY OF tIAYNT:, SS: Before me, a Notary Public in and for the State and County aforesa:i.d, personally appcored Clifford .I, DLcl mnn and Jo Ellen Trimble, with both of whom I am personally acquainted, and who, upon their oaths, acknowledged thomycIvus to be thn Mayor And Clark, respectively, of the City of Richmond, Indiana, Lire "Inssor" herein, .and that 1hay, as such Mayor and Clerk, being authorized so to do, executed the Foregoing instrument for the purposes contained the rein by subscribing thereto the name of said .City and attQst:.ing by thcwoolvus As such Mayor aad Clerk, r.espea0vely. ?lIi\FSS, my hand and notarial seal of office at Richmond, Indiana, this /7Qday of October, 1979. Notary 'ublic residing in Wayne County, Ind.i.ana. MY Co -,:.mission expires: J-/Z:�_ _ r_ STATE Of INDIAN&, COUNTY OF WAYNE, SS: Before re, a Notary Public in and for the State and County aforesaid, personally appeared Robert- M. Price and with both of whom I am personally acquainted, and w'ho, upon the:i_r oaths, acknowledged themselves to be the President and C� lu_=1� respectively, of. The First National Bank of Ricntrond, the Hrustee" and one of the "Bondholders" herei.u, and that they, as such President and 1 ,:1r fil�1,� , being authorized so to do, executed the foregoing i.nstrumeut for.the purposes contained therein by subscribing thereto the name of said bank and attesting by themselves as such President and c4x'4 " _� respectively. 1lITNESS, my hand and notarial seal of office of Richmond,, Indiana, this 116 day of October; 1979, Na;tcy Charlc� Notary Public residing in Wayne County, Indiana hay Coamission expires: �.,_,_,3�/�/ STATE OF INOIANA, COUNTY Or WAYN.E, SS: 3cfore r:e, a Notary Public in and for the State and County aforesaid, personally appeared William H. K'img and with both of whom I am personally acquainted, and who upon their oaths, acknowledged Lhemselveb to be the Prcsidprit and S'�P��'/J13�. , - rr.,r - r0voly, of The `iyc'Eond 1.0clun rl Bank of t,t it .?:,d, onr: of t.ht. ' I;ondlin'Iders" herein, and that thr..y, as such'Prus:i.dent and _ s�'Cti'G Ll7?'-i ----, being author: ized so to do, executed the foregoing instrument for the purposes 5 Tl?I? SIsCOT'll NA1.10NAL BANK OF h1Cli„O :PI Attest: By ]'a�!;ident o t.t ry -�` -�- T. Victor Eartlemay David L. Earn 5in:Lon Kann iu.te h411 t l,c_may "GUARAINTORS" STATE OF INDIANA, COUNTY OIL WAYNE, SS: Before me, a Notary Public in and for. said County and State, personally appeared David L. Karn and I- Victor Bartl.emay, president and Secretary, respectively, of XB Laminates, Inc., the "Lessee" herein, and -'that they, as such President and 'Secretary, being authorized so to do, executed the foregoing :i.nstrunwent for the purposes contained therein by subscribing thereto the name of said corporation and attesting themselves as such President and secretary, respect:ivel.y. G:I'Ci 1 SS, rry -band and notarial seal of office at. Richmond, Tndiaw, tliis day of..october, 3.979. i Notary Public residing in Bayne Comity, Indiana My Commission expires: - 1 STAS'F, OF I'\i7I,\:kA, COUNTY OF WAYN,, SS: Pef:ore me, a Notary Public in and for said Country and State, jcr onal-l.y appeared Rotrard M. Ullman, Jr. and C. Allan Rosar, President and AW/.Tt',/j'_a: respectively, of Product_ivtty Corporation, the "Assignee" herein, and that• tn,ey , as such President and TSB/i_ being authorized so to do, c ecute.d the foregoing instlnolent for the purl>vses contained therein by subscribing thereto the noun of said corporation and attesting thomselves /I rc'specti.vc:�.l.y. as such irk`. i. i'C'l1L and4__.. �-, ,%L.E �i t_�_r w TNESS, my hand and notar-inl seal of office. at Richmond, Tnd'iana, this :.29'"day oC Octobcr, 1979. hlotary Public r-esi_d.il)6 :i.0 taylte County, Indiana My Commis` ion expires: - •/ (I jontained merein by suMcribing thuroto the name of snid bank and attesting by LhemKelvus an such President anal respectivuly. WITNESS, my hand and notariAl seal of urfice of Richmond, Indiana, this 7[41- day of October, 1979. Notary Public residing in Wayne County, Indiana xhjjtommission expires: STATE OF INDIANA, COUNTY 0YVANNE, SS! Before me, a notary. Public -in and for the Sate. and County aforesaid, personally appeared I. Victor. Banlomay and ,June Barl:lcmay, husband and wife, with both of whom I am personally acquainted, and who, upon their oaths, as Vuqrantors" herein, acknowledged the execution of the foregoing instrument for the purposes contained therein, and as their voluntary act and deed. LIT iB, S S , i,.iy hand and noLarial seal of office of Richmond, Indiana, this It day of October, 1979. Notary Public residing in Wayne County, Indiana M;Commission c--"pires: STATE OF INDTANA, COUNTY OF t,'AYNE, SS: Before me, a Notary Public in and for the State and County aforesaid, personally appeared David L. Karn and Sharon Karn, husband add wife, with both of whom I gm personally acquainted, and who, upon their oaths, as "Guarantors" herein, acknowledged the execution of the foregoing instrument for the purposes con . tained tb I erein, and as their voluntary 2M and deed. 1-11T'X')-',SS, my hand and notarial seal of office of Richmond, Indiana, this JIM day of October, 1979. Notary Public residing in Kync Ind Mun. CoMssion expires: This instrument prepared by Andrew C. Cecere, Attorney at: Law. V 1 Ul 'l'J Vl .i V1 UI Vl •� rt V1 17' n Vr�ruwp ": Q r •i J Fli W t j f-L F KL v, p. rr fl, N . O rw-f CD � � �� R• d �-i G s I �I V o H cn C r rn c r