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HomeMy Public PortalAbout029-1983 - Authorizing the removal of certain machinery and equipment - Financing AgreementORDINANCE 99 — 1983 AN ORDINANCE OF THE CITY OF RICHMOND, INDIANA, AUTHORIZING THE CONSENT OF THE CITY TO THE REMOVAL FROM THE PROJECT SITE OF CERTAIN MACHINERY AND EQUIPMENT, A PART OF THE. FINANCING AGREEMENT UNDER WHICH RICHMOND ECONOMIC DEVELOPMENT BONDS, SERIES A AND B (EIIPCO REALTY) WERE ISSUED AND SOLD. WHEREAS, the City of Richmond, Indiana, a municipal corporation organized under the Constitution and laws of the State of Indiana ("Issuer") and the EIIPCO Realty, a partnership duly organized and existing under the laws of the State of Indiana ("Company") are parties to a certain Loan Agreement, Mortgage and Security Agreement ("Loan Agreement") dated December 5, 1980 and recorded December 5, 1980 in Mortgage Record 515, Page 492 of the records of the Recorder of Wayne County, Indiana, wherein the Company, in consideration of the loan specified in said Loan Agreement, did assign, mortgage and grant a security interest in and to certain mortgaged property described in the Loan Agreement, including but not limited to the real estate and building improvements located thereon ("Real Estate") and certain furnishings, fixtures, equipment and other removable improvements described in the Loan Agreement ("Equipment") which said Real Estate was leased to Staco, Inc., a corporation duly organized and existing under the laws or the State of Delaware, the principal office and place of business which are located at 1139 Baker Street, Costa Mesa, California, 92626 ("Staco") by a certain Indenture of Lease dated May 30, 1980 and which said Equipment was leased to Staco by certain Machinery and Equipment Lease Agreement dated September 30, 1980; and, WHEREAS, the Issuer and The First National Bank of Richmond, Richmond, Indiana, a national banking association with ints principal office located at Richmond, Indiana ("Trustee") are parties to that certain Indenture of Trust dated December 5, 1980 and recorded December 5, 1980 in Mortgage Record 515, Page 547 of the records of the Recorder of Wayne County, Indiana; ("Indenture") and, WHEREAS, the Issuer did make a loan to the Company for the purpose of financing the acquisition, construction, installation and equipping of economic development facilities (the Real Estate and Machinery and Equip— ment leased to Staco) described in the Loan Agreement and the Issuer did provide funds for such loan by the issuance of two series of Revenue Bonds under the Indenture, known as the City of Richmond, Indiana Economic De- velopment Revenue Bonds, Series A ("EIIPCO Realty Project") and City of Richmond, Indiana Economic Development Revenue Bonds, Series B ("EIIPCO Realty Project") in the total amount of Eight Hundred Twenty Five Thousand Dollars ($825,000.00) ("Bonds") which Bonds are secured in and entitled to the security of the Indenture, and WHEREAS, The First National Bank of Richmond, Indiana ("Bondholder") is the sole and only owner of all of the issued and outstanding Bonds, and WHEREAS, Staco is now occupying the Project Site, 401 Industrial Park- way, Richmond, Indiana 47374, as Lessee of Company and has been leasing said Project, including but not limited to land, building and machinery and equipment for the conduct and operation of its business, and WHEREAS, Staco is desirous of moving all of said machinery and equip- ment subject to the Machinery and Equipment Lease which is located on or in the Project Site to another location, to -wit: STACO Facility 501 South Reed Street Robinson, Illinois 62454 ("Removal Site") WHEREAS, Staco has requested consent of all the parties to the removal of the Machinery and Equipment to the Removal Site in accordance with the Amendment Agreement, all as is set forth in a copy of the Amendment to the Loan Agreement, Mortgage and Security Agreement which is attached hereto, made a part hereof and marked Exhibit "A". NOW THEREFORE, BE IT OR➢AINED BY THE COMMON COUNCIL OF THE CITY OF RICHMOND, INDIANA: That the City of Richmond hereby consents with the Company, the Trustee and the Bondholder to the removal of said Machinery and Equipment from the Project Site to the Removal Site; it being understood and agreed that this Amendment shall in no way relieve the Company from any of its obligations under the Loan Agreement nor shall this Agreement in any way derogate or relieve Staco from any of its obligations to the Company under its Indenture of Lease or the Machinery and Equipment Lease. 2 That the Mayor and Clerk are authorized and directed to execute and deliver to EIIPCO Realty its consent to the Amendment to Loan Agreement, Mortgage and Security Agreement in the form and manner set forth in Exhibit "A" 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, thisZDah day of June, 1983. r .. President of Common Council f' Attest: City Clerk PRESENTED to the Mayor of the City of Richmond, Indiana day of June, 1983. City 'Clerk APPROVED by me, Clifford J. Dickman, Mayor of the City of Richmond, Indiana thi Si7 /,plt day of June, 1983, at o'clock 4 M. ' May Attest: p f Clerk C'Yt�tyC`1~e"r 3 ^.".dENDNLN TO LOAN A nEF.M`NT MGRTUNUE AND SECURITY AGREEMENT THIS AM2NDMENT AGREVVEN entered into ny and Vrwa� n. the City of Rich- mond, Indiana, a municipal corporation orgnw zcd r00L the COn9tltUt_7n and laws of the State of Indiana ("Issuer"), TLP first National Panic of Rich- mond, Richmond, Indiana, a national banking association with its principal office located at Ricrmond, Indiana ("Trustee"), The First S-ir_ional Bank of Richmond, Richmond, Indiana, a rational banking asnociation with its prin- cipal office located at Richqnud, Indiana ("Boidnolder"), SLLPCO Realty, a partnership duly organized and existing uni2r the laws of th,! Stets of Indiana ("Compa;ay"), and St c'u, Inc. a corporation duly organized and existing under the laws of the State of Delaware, the principal office and place of business which are located at 1139 Baker Street, Costa Mesa, Cali- fornia, 92626 ("Staco"). WHEREAS, the Issuer and the Company are parties to a certain Loan Agreement, Mortgage and Security Agreement ("Loan Agreement") dated Decem- ber 5, 1980 and recorded December 5, 1980 in Mortgage Record 515, Page 492 of the records of the Recorder of. Wayne County, Indiana, wherein this Com- pany, in eonsideratinn of the loan specified in said Loan Agreement, did assign, mortgage and grart a security interest in and to certain mortgagcd property desc,ri_bed in the Loan Agreement., including but not limited to the real estate and bui- Kng improvements located thereon ("Real E�atare") and certain furnishings, fixtures, equipment and ether rpmAvable improvvmonts described in the Loan Agreement ("Equitrnenr") which said Real Estate was leased to Sta-o by a certain Indenture of Lease dated May 30, 1980 and which said Equipment was leased to Staco by certain Machinery and Equipment Lease Agreement dated Ceptember 10, 1980; and, WHEREAS, the Issuer and the Trustee are parties to that certain Inden- cure. of Trust data! Da ermber 5, 1980 and recordvi Decem5or 5, 1930 in Mort- cagy Record 515, Page 547 or the records nt tht- of hayne Cormry, Indiana; ("Iuden!-oi,") and, WKERHAS, thr isAuar Aid ._ak, a to r1­ Crop th- tisjcisitici, censtrucK. n, in-:rAllati rn aid crluiopi^, an )non!, d-eve lop"vnt fac i lit. i (thc Val Est no a d Nhchi.! wy and Equi,,- EXHIBIT "A" ment leased to Staco) described in the Loan Agreement and the Issuer did provide funds for such loan by the issuance of two series of Revenue Bonds under the Indenture, known as the City of Richmond, Indiana Economic De- velopment Revenue Bonds, Series A ("EIIPCO Realty Project") and City of Richmond, Indiana Economic Development Revenue Bonds, Series B ("EIIPCO Realty Project") in the total amount of Eight Hundred Twenty Five Thousand Dollars ($825,000.00) ("Bonds") which Bonds are secured in and entitled to the security of the Indenture, and WHEREAS, the Bondholder is the sole and only owner of all of the is- sued and outstanding Bonds, ant WHEREAS, Staco is now occupying the Project Site as Lessee of Company and has been leasing said Project, including but not limited to land, building and machinery and equipment for the conduct and operation of its business, and WHEREAS, Staco is desirous of moving all of said machinery and equip- ment subject to the Machinery and Equipment Lease which is located on or in the Project Site to another location, to -wit: STACO Facility 501 South Reed Street Robinson, Illinois 62454 ("Removal Site") WHEREAS, Staco has represented to the Issuer, Company, Trustee and Bondholder that because of the economic conditions that have prevailed in its industry for the past two years, Staco cannot maintain and keep opera- tional two facilities; that with the machinery and equipment hereinabove referred to, Staco can operate more cheaply and economically at a site other than the Project Site. Its cost of doing business at the Removal Site will be of economic benefit to tt.� Compan_:. 2 NOW, THEREFORE, this Amendment to the Loan Agreement, WITNKSSUM : 1. The Issuer, Trustee and the Bondholder do hereby authorize and empower and consent to the Company permitting Staco to remove that part of the Project known as Machinery and Equipment from the Project Site in ac- cordance with the following: (i) All such Equipment will be moved at the sole cost and expense of the Company and Staco, and Q i) That all risk of loss in the transportation of the Machinery and Equipment from the Project Site to the the Removal Site shall be in the Company and Staco and further the said Com- pany and Staco shall carry insurance in a sufficient amount to cover the replacement cost of such Machinery and Equipment if lost, destroyed or damaged in transit. Tn the event of any loss in transit, the proceeds from said insurance shall be paid into the Bond Fund provided for in the Indenture to be disposed of in accordance with Section 5.04 of the Indenture. All insurance policies issued pursuant to the above shall be so written or en- dorsed as to make the loss, if any, payable to the Company, Issuer and Trustee as their respective interest may appear. G ii) The Company and Staco will, at their expense, take all necessary action to maintain and preserve the first lien and security interest of the Loan Agreement. (iv) The Company and Staco will, prior to the removal of the Machinery and Equipment from the Project Site to the Removal Site provide appropriate certified UCC Information Request and Fi- nancing statements with respect to said Machinery and Equipment and file, register and record financing statement in such manner and such places as may be required by the low of the state of the Removal Site in order to publish notice of and fully to protect the first lien and security interest of the Tssuer which has been assigned to the Trustee K r the oL;e and ben.!fit of the Fond- nolders, anJ the title of the Company to said Machinery and Equip- ment: and _cum KMI to tLMO there&c, r will perform or ra"so to be performed any act as provided by the lriw of `hate of th<' Removal Sir, and will execute or esnsp to he exacuted any and all 3 continuation statements and further instruments that are necessary for such publication and protection. A file -marked copy of such certified information request and financing statement shall be delivered to the Issuer, the Trustee, the Bondholder and the Company. 2. This consent to the removal of the Machinery and Equipment from the Project Site to the Removal Site is subject to the foregoing conditions and shall become effective only after the foregoing conditions have been satisfied. 3. The Company and Staco will upon removal and filing of appropriate financing statements execute and cause to be delivered to the Issuer, Trustee and Bondholder a certificate to the effect that such Machinery and Equipment has been removed from the Project Site to the Removal Site and that the proper financing statements have been filed and recorded together with a letter of opinion of an attorney at law, duly authorized to practice in the jurisdiction of the Removal Site that the Issuer has a prior perfected lien on the filing of UCC Financing Statements on said property with respect to any other liens capable of being perfected thereon in the jurisdiction of Removal Site. 4. It is the understanding and agreement of the parties hereto that this Amendment shall in no way relieve the Company from any of its obliga- tions under the Loan Agreement nor shall this Agreement in any way derogate or relieve Staco from any of its obligations to the Company under its In- denture of Lease or the Machinery and Equipment Lease. IN WITNESS WEEREOF, the parties hereto have caused this kriendmc.nt to Loan Agreement to be executed in their respective corporate names or entities by their duly authorized officers or representatives on the dates hereinafter set forth Dated: ATTEST: City Clerk Y r� CITY OF RICHMOND, INDIANA /i By "ISSUER" 4 Dated: Ro h e r t. 1ir i nd I Trust Officer ATTEST: "TRUSTEE TIC." FIR3C NATIOvA, kANE OP -M(;11M0,ND Date,!: By A'TrEST. Secretary EIIPCO REALTY, A PARTNEI'SHIP Dated: By Properly Designated Representative "COMPANY" STACO, INC. Dated: By President ATTEST: STATE k-IN,-lAITA , I COUNTY OF Bt fa; E-- me a ;lot, -Iry PLI , rlic ir. an,: for the Mate and C"'ln! y "Itor, s,- ' ili, Appu�lre'd C1 ifEcrd J. Dickrrin and Jo E ' !Iori with �) )l-ll Of I X�l POrSOII.tl!V 3(7111-1�IiIIC�!d, ill,! Oil" li"'11.11 ttaelr wlllls' to t,,- the '13vor snd City Cl.-k-, of th=' CLt v or ;Jkchlfon'i' Tndian Ona of the within named n,-,,i t h ho", .; ';IjCh tlLi:.'or and City Clerk, hero., jutho!-iz-1 so to do, thu for-'-goin;, (11 Lht:, purp,s-: 5 contained therein by subscribing thereto the nawa of said City and attesting the official seal of said City by themselves as such Mayor and City Clerk, respectively. WITNESS my hand and notarial seal of office at Richmond, Indiana, this day of 1983. (Seal) Notary Pub My Commission Expires: STATE OF INDIANA ) SS: COUNTY OF WAYNE ) Before me, , a Notary Public in and for the State and County aforesaid, personally appeared Robert Feindl with whom I an personally acquainted, and who, upon his oath, acknowledged him- self to be the Trust Officer of The First National Bank of Richmond, 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 himself as such Trust Officer. WITNESS my hand and notarial seal of office at Richmond, Indiana, this day of , 1983. (Seal) Notary Pub My Commission Expires: STATE OF ihDIANA ) SS: COUNTY OF WAYNE ) Before me, , a Notary Public in and foi the State and County aforesaid, personally appeared Robert M. Price and James A. Rush with both of whom I am personally acquainted, and who, upon their oaths, acknowledged themselves to be the President and Senior Vice President respectively, of The First National Bank of Richmond, being authorized so to do, executed the foregoing instrnr.ent 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 of office at Richmond, Indiana, this day of , 1933. (Seal) Notary Public My Commission Expires: I STATE 0 ) SS: COUNTY OF ) Before me, , a Notary Public in and for the State and County aforesaid, personalty aFpeared and with both of whom I am personally acquainted, and who, upon their oaths, acknowledged them- selves to be the President and Secretary, respectively, of Staco, Inc., being authorized so to do, executed the foregoing instrument for the pur- poses contained therein, by subscribing thereto the name of said corpora- tion and attesting by themselves as such President and Secretary, respect- ively. WITNESS my hand and notarial seal of Office at ------ —�_._ _— ----' this -- d a y. of (Seal) Not ar: Pub if c My Commission Expires: 7