HomeMy Public PortalAbout018-1982 - First Mortgage Revenue Bonds - Dunham LehrORDINANCE 18 -1.982
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 DEVELOPMENT FIRST MORTGAGE REVENUE BONDS, SERIFS
1973, (DUNHAM LEHR, INC.) WERE ISSUED AND SOLD.
WHEREAS, the City of Richmond leased to Dunham Lehr, Inc. certain real
estate described in a 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 f.in:incirig agreement under which Richmond Economic
Development First Mortgage Revenue Bonds, Series 1973 (Dunham Lehr, Inc.)
were issued and sold; and,
WHEREAS, the City of Richmond did assign and pledge unto the Trustee
the Lease and such rights that it had under the Lease, in order to secure
the payment of the principal, premium, if any, interest and any other sums
pavahle 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 dank o 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,
i-"eEREAS, Dunham Lehr., has agreed to enter into a certain Asset
Purchase Agreement whereby it will sell, transfer, assign and convey to
Farmhand, Inc., a Delaware corporation, all or substantially all of its
assets including its leasehold interest in said Lease; and,
WHEREAS, the said Farmhand, Inc. has agreed to expressly assume in
writing all the obligations of Dunham Lehr, Inc. pursuant to said Lease for
the balance of the te-a 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, Dunham Lehr, Inc., the Lessee, The Second National Bank of
Richmond, Richmond, Indiana, Trustee, and The Second National Hank of
Richmond, Richmond, Indiana and The First National Bank of Richmond,
Richmond, Indiana, all of the. bondholders, each has consented to the
assignment of the Lease by Dunham Lehr, Inc. to Farmhand, Inc. and to the
release of Dunham Lehr, 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 the City of Richmond hereby consents with Dunham Lehr, 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 Dunham Lehr, Inc. to
Farmhand, Inc. and the release of Dunham Lehr, Inc. from the full
performance of the provisions of the Lease upon the assumption of the Lease
by the execution of Exhibit "A" by Farmhand, Inc.
That the Mayor and Clerk are authorized and directed to execute and
deliver to Dunham Lehr, 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, Indiana, this
17th day of May, 1982.
President of Common Council
Attest:_ �A �.�.��.
Ci y Clerk
PRESENTED to the Mayor of the City of Richmond, Indiana this Lp day
of 1982.
City Cle
APPROVED by me, Clifford J. Dickman, Mayor of the City of Richmond,
Indiana, this IPA day of 1982.
Ma
Attest:
City Clerk
EXHIBIT A
ASSIGNMENT OF LEASE
AGREEMENT made , 1982, among DUNHAM LEHR, INC., an
Indiana corporation, hereinafter referred to as "LESSEE", 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 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 "BOND—
HOLDERS", and FARMHAND, INC., a Delaware corporation, hereinafter referred
to as "ASSIGNEE".
W I T N E S S E T H:
WHEREAS, Lessor leased to Lessee the real estate described in that
certain lease between Lessor and Lessee dated November 29, 1973 and
recorded on Novmber 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, the Lessor did 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 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, the Lessee has agreed to enter into a certain Asset Purchase
Agreement whereby it will sell, assign, transfer, convey and deliver to
Farmhand, Inc., a corporation duly organized under the laws of the State of
Delaware, ("ASSIGNEE") all or substantially all of its assets including its
leasehold interest in the Lease between Dunham Lehr, Inc. and The City of
Richmond, Indiana, together with the right or option to purchase the
demised premises all in accordance with the Lease.
NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements of the parties hereto:
1. ASSIGNMENT -- The Lessee hereby grants, transfers 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 the Lease.
2. ASSUMPTION OF LEASE -- The Assignee hereby expressly agrees to
assume all of the obligations of Dunham Lehr, Inc. to 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.
3. CONSENT OF LESSOR, LESSEE, TRUSTEE AND BONDHOLDERS -- In consider—
ation 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.
IN WITNESS WHEREOF, the parties hereto have executed this agreement.
DUNHAM LEHR, INC.
By:
C. Allan Rosar, President
Attest:
"LESSEE"
FARMHAND, INC.
By:
President
Attest:
Secretary
"ASSIGNEE"
CITY OF RICHMOND, INDIANA
�i
By:L
C1� d
j�✓ J. ckman, Mayor
Attest:
Jo Ellen Trimble, City Clerk
"LESSOR"
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Attest:
Attest:
Attest:
THE SECOND NATIONAL BANK OF RICHMOND
By:
"TRUSTEE"
THE SECOND NATIONAL BANK OF RICHMOND
By:
THE FIRST NATIONAL BANK OF RICHMOND
By:
"BONDHOLDERS"
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STATE OF INDIANA )
SS:
COUNTY OF WAYNE )
Before me, a Notary Public in and for said County and State,
personally appeared C. Allan Rosar and , with both
of whom I am personally acquainted, and who, upon their oaths, acknowledged
themselves to be the President and , respectively,
of Dunham Lehr, Inc., the Lessee herein, and that they, as such President
and , 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 themsleves as such
President and �, respectively.
WITNESS, my hand and notarial seal this day of
1982.
Notary Public Residing in Wayne
County Indiana
My Commission expires:
STATE OF )
SS:
COUNTY OF )
i 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 Farmhand, Inc., toe Assignee herein,
and that they, as such and ,
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 themsleves as such
and , respectively.
WITNESS, my hand and notarial seal this day of ,
I _ 1982.
I
i
Notary Public Residing in
County,
My Commission expires:
M
STATE OF INDIANA )
SS:
COUNTY OF WAYNE )
Before me, a Notary Public in and for said County and State,
personally appeared Clifford J. Dickman and Jo Ellen Trimble, 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, executed the foregoing instrument for the
purposes contained therein by subscribing thereto the name of said
City and attesting by themsleves as such Mayor and Clerk, respectively.
WITNESS, my hand and notarial seal this day of
1982.
Notary Public Residing in Wayne
County Indiana
My Commission expires:
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 do, executed the foregoing instrument for the purposes contained
therein by subscribing thereto the name of said corporation and attesting
by themsleves as such and
respectively.
WITNESS, my hand and notarial seal this day of ,
1982.
My Commission expires:
Notary Public Residing in Wayne
County Indiana
L61
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 "Bondholder" herein, and that they, as
such _ and _ 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 themsleves as such and
, respectively.
WITNESS, my hand and notarial seal this day of ,
1992.
Notary Public Residing in Wayne
County Indiana
My Commission expires:
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 do, executed the foregoing instrument for the purposes
contained therein by subscribing thereto the name of said corporation and
attesting by themsleves as such and
respectively.
WITNESS, my hand and notarial seal this day of ,
1982.
Notary Public Residing in Wayne
County Indiana
My Commission expires:
This instrument prepared by Andrew C. Cecere, Attorney at Law.
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