HomeMy Public PortalAboutORD14279 BILL NO. 2007-105
SPONSORED BY COUNCILMAN Harvey
ORDINANCE NO. ! )4
AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI, AUTHORIZING THE
MAYOR AND CITY CLERK TO EXECUTE AN AGREEMENT WITH ALPLA, INC.
BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS
FOLLOWS:
Section 1. The Mayor and City Clerk are hereby authorized and directed to execute
an agreement with ALPLA Inc to amend the current contract to extend the area leased to
ALPLA, Inc.
Section 2. The agreement shall be substantially the same in form and content as
the agreement attached hereto as Exhibit 1.
Section 3. This Ordinance shall be in full force and effect from and after the date of
its passage and approval.
Passed: i' 11�7�� ��� Approved: /moo U�je, ° ?
•
r siding Officer Mayor
AT T. APPROVED AS TO FORM:
CI City Counselor
Promenade/l, Suite 3100 14Z-19
1230 Peachtree Street,N.E.
Atlanta,Georgia 30309-3592
Tel: 404 815-3500
• Fax:404 815-3509 SMITH, GAMBRELL &RUSSELL, LLP
www.sgrlaw.coin Attorneys at Law
VET
Drew Al..Slone DEC 70@07 Direct Tel: (404)815-3706
December 18 2007 LFG O ,Direct Fax (404)685-7006 Cli'(��� y_;— ` ��'r
dslone@sgrlaw.com –
Drew W. Hilpert
Associate City Attorney
320 E. McCarty
Jefferson City, MO 65101
Dear Drew:
Enclosed please find the following executed and recorded documents related to the
ALPLA Tax Abatement in Jefferson City, Missouri.
1. First Amendment to Lease Agreement
• 2. First Amendment to Payment in Lieu of Taxes Agreement
3. First Supplemental Trust Indenture
4. Requisition Certificate
5. The General Warranty Deed
6. The UCC Filings
It was a pleasure working with you on this transaction.
Please contact me with any questions.
Sincerely,
Drew M. Slone
DMS/mkl
Enclosure
•
CoRP\1272106.1
tou L J Atlanta, Georgia I Frankfurt, Germany I Jacksonville, Florida Washington, D.C.
I
CLOSING BINDER INDEX
•
i ALPLA Tax Abatement,Jefferson City Missouri
r, COMPANY: ALPLA, Inc.
a Georgia Corporation
TAX ABATEMENT CITY OF JEFFERSON, MISSOURI
PROVIDER:
TRUSTEE: UMB Bank, n.a.
PROPERTY: Algoa Road Parcel, Jefferson City, Missouri 85101
CLOSING DATE: December 4, 2007
1. General Warranty Deed
2. First Amendment to Lease Agreement
3. First Amendment to Payment in Lieu of Taxes Agreement
• 4. First Supplemental Trust Indenture
5. Requisition Certificate
6. UCC Filings
•
No. 200713264
Bk 557 Pg 132
State of Missouri
Cole County
RECORDED
Dec 13, 2007
1:59:15 PM
. Larry D. Rademan,
Recorder of Deeds
���,,,, Fees $33.00
I
Ill►C/Vl
Deput C� W'
After Recording Return to:
Drew Slone
Smith,Gambrell&Russell,LLP
1230 Peachtree St.NE,Suite 3100
Atlanta,GA 30309
1. Title of Document: GENERAL WARRANTY DEED
2. Date of Document: November 30, 2007
3. Grantor: ALPLA, Inc., a Georgia corporation
• 4. Grantee: City of Jefferson, Missouri, a home rule city organized and existing under the laws
of the State of Missouri
5. Statutory Mailing Address:
Grantor: ALPLA, Inc.
Attn: Dietmar Hofinarcher
289 Highway 155 South
P.O. Box 879
McDonough, GA 30253
Grantee: City of Jefferson, Missouri
320 East McCarty Street
Jefferson, Missouri 65101
6. Legal Description: See Exhibit A hereto.
•
---------------------------------------------------------------------------------------------------------------------
(The above space is reserved for the Recorder's Certification)
GENERAL WARRANTY DEED
THIS GENERAL WARRANTY DEED made as of November 30, 2007 from ALPLA,
INC., a Georgia corporation (the "Grantor"), to the CITY OF JEFFERSON, MISSOURI, a
political subdivision and body corporate organized and existing under the laws of the State of
Missouri (the "Grantee"), having its mailing address as follows: 320 East McCarty Street,
Jefferson,Missouri, 65101.
WITNESSETH, THAT THE GRANTOR, in consideration of the sum of One Dollar
($1.00) and other valuable considerations to it paid by the Grantee(the receipt of which is hereby
• acknowledged) does by these presents, SELL and CONVEY unto the Grantee, its successors
and assigns,the lots,tracts or parcels of land described in EX MIT A,which is attached hereto.
TO HAVE AND TO HOLD, the premises aforesaid, with all and singular to the rights,
privileges, appurtenances, and immunities thereto belonging or in any way appertaining unto the
Grantee and unto its successors and assigns forever; the Grantor hereby covenanting that the said
premises are free and clear from encumbrance done or suffered by it and that it will warrant and
defend the title to said premises unto the Grantee and unto the Grantee's successors and assigns
forever against the unlawful claims and demands of all persons whomsoever.
IN WITNESS HEREOF,the Grantor has executed this General Warranty Deed as of the
day and year above written.
ALPLA
By:
N i 4toFN(j2C#eq
Title: C r-%O
•
ACIC tOWLEDGEMENT
• STATE OF GEORGIA )
) SS
COUNTY OF HENRY )
On this�day of 00VGM- 3tR , 2007, before me, the undersigned Notary Public in
appeared +toT+( to me personally known, who, being by me duly sworn, did say
that he is the G770 of ALPLA, INC., a Georgia corporation, and that the seal
affixed to the foregoing instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed on behalf of said corporation by authority of its Board of
Directors, and said officer acknowledged said instrument to be executed for the purpose therein
stated and as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set me hand and affixed my notarial seal,
the day and year last above written.
Printe flame: ✓Mc� Mv,✓�� ,.�
Notajo Public in and for said State
Commissioned in4k�'-County
• IVI •'coxrttnission expires: o 2 Q o fi
y
•
EXHIBIT A
• Legal Description
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section 24, Township
44 North, Range 11 West, Cole County, Missouri, more particularly described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence N85°42'1 1"E, along
the southerly line of said U.S. Private Survey No. 2596, 1363.71 feet to the POINT OF
BEGINNING for this description; thence N24°06'13"E, 1073.51 feet to a point intersecting the
southerly line of the Algoa Road right-of-way and said point being on the northerly line of the
37.03 acre tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68°18'23"E, along the southerly line of said Algoa Road right-of-way and along
the northerly line of said 37.03 acre tract described in Book 369, page 753, 428.67 feet to a point
intersecting the southerly right-of-way line of the Algoa Road Connection to Militia Drive right-
of-way, formerly know as Algoa Spur, as per deed of record in Book 379, page 992, Cole
County Recorder's Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the southern boundary
of the aforesaid 37.03 acre tract described in Book 369, page 753; thence S89°30'20"W, along
the southern boundary of said tract described in Book 369, page 753, 220.91 feet to a stone on
the southern boundary of said 37.03 acre tract described in Book 369, page 753, and said point
being described therein as the most westerly corner of a 1.23 acre tract of land described in Book
127, page 55, Cole County Recorder's Office and being on the southerly line of the aforesaid
U.S. Private Survey No. 2596; thence S85°42'11"W, along the southerly line of said U.S. Private
tSurvey No. 2596, 285.21 feet to the POINT OF BEGINNING.
•
No. 200713265
•n
Bk 557 Pg 133
State of Missouri
Cole County
RECORDED
Dec 13,2007
• arry 2 PM
D
Larry D. Rademan.
Recorder of Deeds
Fees $48.00
Deputy
I''" J 4ur-"-�
{� ZCP
After Recording Return to:
Drew Slone
Smith,Gambrell&Russell,LLP
1230 Peachtree St.NE,Suite 3100
Atlanta,GA 30309
1. Title of Document: FIRST AMENDMENT TO LEASE AGREEMENT
2. Date of Document: November 30, 2007
3. Grantor: City of Jefferson, Missouri, a home rule city organized and existing under the laws
of the State of Missouri
• 4. Grantee: ALPLA, Inc., a co Georgia oration
Z� �
5. Statutory Mailing Address:
Grantor: City of Jefferson, Missouri
320 East McCarty Street
Jefferson, Missouri 65101
Grantee: ALPLA, Inc.
Attn: Dietmar Hofinarcher
289 Highway 155 South
P.O. Box 879
McDonough, GA 30253
6. Legal Description: See Exhibit A hereto.
7. Reference: Book 509, Page 288, Cole County Recorder of Deeds Office.
•
•
---------------------------------------------------------------------------------------------------------------------
(The above space is reserved for the Recorder's Certification)
FIRST AMENDMENT TO LEASE AGREEMENT
This FIRST AMENDMENT TO LEASE AGREEMENT (this "Amendment") dated as of
November 30, 2007, between CITY OF JEFFERSON, MISSOURI, a home rule city organized
and existing under the laws of the State of Missouri (the "City") and ALPLA, INC., a
corporation organized and existing under the laws of the State of Georgia(the"Company").
WHEREAS, on August 1, 2004, the City entered into that certain Lease Agreement
("Lease Agreement") with the Company for the lease of approximately 10 acres of real property
. located on Militia Drive within the City (the "Project Site") in contemplation of the construction
of a 94,000 square foot manufacturing facility (together with the Project Site, the "Project") on
said real property;
WHEREAS, the Company acquired on June 8, 2007 an additional 10 acres of land
adjacent to the Project Site (the "2007 Parcel"), the legal description of which is attached as
Exhibit A hereto;
WHEREAS, the City has acquired title to the 2007 Parcel from the Company on or about
the date hereof, and such 2007 Parcel constitutes a portion of the assets leased to the Company
under the Lease Agreement; and
WHEREAS, the parties hereto desire to extend the term of the Lease Agreement with
respect to the 2007 Parcel through 2012 and to amend certain other provisions thereof in
accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), in hand paid by each
of the parties hereto to the other, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
•
Section 1. Amendments. The Lease Agreement is hereby amended by inserting
the following new Section 15.9 immediately following Section 15.8 of the Lease Agreement:
Section 15.9 2007 Project Addition. The City has acquired on or about
November 30, 2007 title to an additional 10 acres of land adjacent to the Project Site (the
"2007 Parcel"), which constitutes a portion of the Project leased to the Company
hereunder. Notwithstanding any provision to the contrary in this Lease, this Lease shall
continue in full force and effect with respect to the 2007 Parcel until December 20, 2012
("2007 Parcel Term"). The Company and the City acknowledge and agree that Company
intends to exercise its option to purchase the Project less and except the 2007 Parcel upon
termination of the Lease Term specified in Section 3.2 of this Lease, and that after such
time, the 2007 Parcel will be the only property leased to the Company hereunder. Upon
the termination of the Lease Term specified in Section 3.2 of this Lease, the Company
shall pay annually a rental fee of$10.00 (ten dollars) to the City for the remainder of the
2007 Parcel Term. The Company shall have the option to purchase the 2007 Parcel
("2007 Parcel Option") at any time under the terms described in Article XI of this Lease.
Upon the termination of the 2007 Parcel Term, the City shall execute a general warranty
deed conveying title to the 2007 Parcel to the Company. The City agrees to cooperate
with and follow the instructions of the Company, at the Company's sole expense, with
regard to any claim made regarding the City's right, title, and interest to the Project.
Such duty to cooperate shall survive the termination of this Lease.
2. Ratification. Except as expressly amended hereby, the Lease Agreement is
ratified and confirmed as in full force and effect.
3. Successors and Assigns. This Amendment shall inure to the benefit of and shall
be binding upon the Company and the City and their respective successors and assigns.
4. Captions. The captions or headings in this Amendment are for convenience only
and in no way define, limit or describe the scope or intent of any provisions or sections of this
Amendment.
5. Governing. This Amendment shall be governed by and interpreted in
accordance with the laws of the State of Missouri.
6. Execution in Counterparts. This Lease may be executed in several counterparts,
each of which shall be deemed to be an original and all of which shall constitute but one of the
same instrument.
[Remainder of Page intentionally Left Blank; Signatures Follow]
IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Lease Agreement to be duly executed by their respective authorized officers or representatives
as of the date first written above.
CITY OF JEFFERSON,MISSOURI
By:
Name:
Title: Mayor
[SEAL]
ATTEST:
By:
City Clerk
ALPLA,INC.
•
By:
Name: CVAZ 0 z
Title: C.:-r0
[SEAL]
[Amendment to Lease Agreement]
• IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Lease Agreement to be duly executed by their respective authorized officers or representatives
as of the date first written above.
CITY OF JEFFERSON, MISSOURI
B
T Mayor
[SEAL] App as 'Form:
ATTEST:
City un elor
B
ity Cle
ALPLA,INC.
•
By:
Name:
Title:
[SEAL]
[Amendment to Lease Agreement]
•
Pursuant to section 14.1 of the Lease Agreement dated August 1, 2004 by and between the City
• of Jefferson, Missouri and ALPLA, INC., the Trustee hereby consents to this Amendment of the
Lease Agreement.
UMB BANK,n.2-
By:
Name: BRIAN P. KRIPPNER
Title: VICE PRESIDI=NT
i
i
'i
[Amendment to Lease Agreement)
r
EXHIBIT A
• Legal Description
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section 24, Township
44 North, Range 11 West, Cole County, Missouri, more particularly described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence N85°42'11"E, along
the southerly line of said U.S. Private Survey No. 2596, 1363.71 feet to the POINT OF
BEGINNING for this description; thence N24°06'13"E, 1073.51 feet to a point intersecting the
southerly line of the Algoa Road right-of-way and said point being on the northerly line of the
37.03 acre tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68°18'23"E, along the southerly line of said Algoa Road right-of-way and along
the northerly line of said 37.03 acre tract described in Book 369, page 753, 428.67 feet to a point
intersecting the southerly right-of-way line of the Algoa Road Connection to Militia Drive right-
of-way, formerly know as Algoa Spur, as per deed of record in Book 379, page 992, Cole
County Recorder's Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the southern boundary
of the aforesaid 37.03 acre tract described in Book 369, page 753; thence S89°30'20"W, along
the southern boundary of said tract described in Book 369, page 753, 220.91 feet to a stone on
the southern boundary of said 37.03 acre tract described in Book 369, page 753, and said point
being described therein as the most westerly corner of a 1.23 acre tract of land described in Book
127, page 55, Cole County Recorder's Office and being on the southerly line of the aforesaid
• U.S. Private Survey No. 2596; thence S85°42'11"W, along the southerly line of said U.S. Private
Survey No. 2596, 285.21 feet to the POINT OF BEGINNING.
•
• STATE OF MISSOURI ) ACKNOWLEDGEMENT
) SS
COUNTY OF COLE )
BE IT REMEMBERED, that on this day of 0 CN(rAW , 2007, before me, the
undersigned Notary Public in and for the County and State aforesaid came JOHN D.
LANDWEHR, Mayor of JEFFERSON CITY, MISSOURI, a body politic and corporate duly
authorized, incorporated, and existing under and by virtue of the laws of the State of Missouri,
and that the seal affixed to the foregoing instrument is the corporate seal of said City, and that
said instrument was signed and sealed on behalf of said City by authority of its Governing Body,
and said officer acknowledged said instrument to be executed for the purposes therein stated and
as the free act and deed of said City.
IN WITNESS WHEREOF, I have hereunto set me hand and affixed my notarial seal,
the day and year last above written.
Printed Name: FMS t
• Notary Public in and for said State
Commissioned in (�m (e_ County
My commission expires:
• [Amendment to Lease Agreement]
STATE OF GEORGIA ) ACKNOWLEDGEMENT
) SS
COUNTY OF HENRY )
On this o?(P day of 0001 d& , 2007, before me, the undersigned Notary Public in
appeared StDwr-gme , 6VT:ht WR to me personally known, who, being by me duly sworn, did say
that he is the CPO of ALPLA, INC., a Georgia corporation, and that the seal
affixed to the foregoing instrument is the corporate seal of said corporation, and that said
instrument was signed and sealed on behalf of said corporation by authority of its Board of
Directors, and said officer acknowledged said instrument to be executed for the purpose therein
stated and as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set me hand and affixed my notarial seal,
the day and year last above written.
Printe ame: g.v
Notar Public in and for said State
Commissioned in 4 j,,v.vg County
• [SEAL].
My commission expires: 3o, 2-0 0,F
• [Amendment to Lease Agreement]
• FIRST AMENDMENT TO PAYMENT IN LIEU OF TAXES AGREEMENT
This FIRST AMENDMENT TO PAYMENT IN LIEU OF TAXES AGREEMENT (this
"Amendment") dated as of November 30, 2007, between CITY OF JEFFERSON, MISSOURI, a
home rule city organized and existing under the laws of the State of Missouri (the "City") and
ALPLA, INC., a corporation organized and existing under the laws of the State of Georgia (the
"Company").
WHEREAS, on August 1, 2004, the City entered into that certain Payment in Lieu of
Taxes Agreement ("PILOT Agreement") with the Company for the lease of approximately 10
acres of real property located on Militia Drive within the City (the "Project Site") in
contemplation of the construction of a 94,000 square foot manufacturing facility (together with
the Project Site, the "Project") on said real property;
WHEREAS, the Company currently pays to the City amounts in lieu of property taxes on
the Project pursuant to the PILOT Agreement with a term ending on December 31, 2009;
WHEREAS, the Company acquired on June 8, 2007 an additional 10 acres of land
adjacent to the Project Site (the "2007 Parcel"), the legal description of which is attached as
Exhibit A hereto;
WHEREAS, the City has acquired title to the 2007 Parcel from the Company on or about
the date hereof, and such 2007 Parcel constitutes a portion of the assets leased to the Company
under the Lease Agreement; and
WHEREAS, the parties hereto desire to further extend the term of the PILOT Agreement
with respect to the 2007 Parcel through 2012 and to amend certain other provisions thereof in
accordance with the terms of this Amendment.
NOW, THEREFORE, in consideration of the sum of Ten Dollars ($10.00), in hand paid by each
of the parties hereto to the other, the receipt, adequacy and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
Section 1. Amendments. The PILOT Agreement is hereby amended as follows:
(a) By adding, in Section 1.1, in alphabetical order, the following definition:
"2007 Parcel" means the 10 acres of land adjacent to the Project Site title to
which 2007 Parcel was acquired by the City pursuant to that certain Special Warranty
Deed from the Company dated November 30, 2007 and recorded in Deed Book 557, Page
132, Real Property Records Cole County, Missouri.
(b) By adding the following new Section 8.8 in Article VIII, immediately following Section
8.7:
• Section 8.8. 2007 Parcel.
(a) Notwithstanding any provision to the contrary in this Agreement, this
Agreement shall continue in full force and effect with respect to the 2007 Parcel until
December 31, 2012 ("2007 Parcel Term"). Subject to Section 3.3 of this Agreement, the
Company covenants and agrees to make PILOT Payments with respect to the 2007 Parcel
equal to the following percentages of actual property taxes that would have otherwise
been payable on or before December 31 for each calendar year during the 2007 Parcel
Term. The PILOT Payments shall be made as listed below and disbursed pursuant to
Section 3.5:
Calendar Year Percentage
2008 20%
2009 25%
2010 40%
2011 60%
2012 80%
(b) If title to the 2007 Parcel has not been transferred to the Company prior to
January 1, 2013, on or before December 31 of such year and each year thereafter until the
title of the 2007 Project is transferred to the Company, the Company shall pay to the
Collector of Revenue of the City of Jefferson, Missouri (the "Collector") a PILOT
Payment equal to 100% of the amounts that would otherwise be payable to each taxing
• jurisdiction if the project were not otherwise exempt from taxation.
Section 2. Ratification. Except as expressly amended hereby, the PILOT Agreement
is ratified and confirmed as in full force and effect.
Section 3. Successors and Assigns. This Amendment shall inure to the benefit of and
shall be binding upon the Company and the City and their respective successors and assigns.
Section 4. Captions. The captions or headings in this Amendment are for
convenience only and in no way define, limit or describe the scope or intent of any provisions or
sections of this Amendment.
Section 5. Governing Law. This Amendment shall be governed by and interpreted in
accordance with the laws of the State of Missouri.
6. Execution in Counterparts. This Lease may be executed in several counterparts,
each of which shall be deemed to be an original and all of which shall constitute but one of the
same instrument.
[Remainder of Page intentionally Left Blank; Signatures Follow]
•
• IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Payment in Lieu of Taxes Agreement to be duly executed by their respective authorized
officers or representatives as of the date first written above.
CITY OF JEFFERSON,MISSOURI
By:
Name:
Title: Mayor
[SEAL]
ATTEST:
By:
City Clerk
ALPLA,IN .
By:
Name: '0�i G Vt--&
Title: dpo
• IN WITNESS WHEREOF, the parties hereto have caused this First Amendment
to Payment in Lieu of Taxes Agreement to be duly executed by their respective authorized
officers or representatives as of the date first written above.
CITY OF JEFFERSON,MISSOURI
By:
(;L Name:
Title: M r
[SEAL]
App as rm:
ATTEST: If
City vKns for
By
• y Clerk
ALPLA,INC.
By:
Name:
Title:
•
EXHIBIT A
Legal Description
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section 24, Township
44 North, Range 11 West, Cole County, Missouri, more particularly described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence N85°42'11"E, along
the southerly line of said U.S. Private Survey No. 2596, 1363.71 feet to the POINT OF
BEGINNING for this description; thence N24°06'13"E, 1073.51 feet to a point intersecting the
southerly line of the Algoa Road right-of-way and said point being on the northerly line of the
37.03 acre tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68°18'23"E, along the southerly line of said Algoa Road right-of-way and along
the northerly line of said 37.03 acre tract described in Book 369, page 753, 428.67 feet to a point
intersecting the southerly right-of-way line of the Algoa Road Connection to Militia Drive right-
of-way, formerly know as Algoa Spur, as per deed of record in Book 379, page 992, Cole
County Recorder's Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the southern boundary
of the aforesaid 37.03 acre tract described in Book 369, page 753; thence S89°30'20"W, along
the southern boundary of said tract described in Book 369, page 753, 220.91 feet to a stone on
the southern boundary of said 37.03 acre tract described in Book 369, page 753, and said point
being described therein as the most westerly corner of a 1.23 acre tract of land described in Book
127, page 55, Cole County Recorder's Office and being on the southerly line of the aforesaid
U.S. Private Survey No. 2596; thence S85'42'1 I"W, along the southerly line of said U.S. Private
• Survey No. 2596, 285.21 feet to the POINT OF BEGINNING.
•
No. 200713266
Bk 557 Pg 134
State of Missouri
Cole County
RECORDED
Dec 13, 2007
• ay PM
D.
Larry D. Rademan,
Recorder of Deeds
Fees $39.00
`� SEAL
; i r.
Deputy
After Recording Return to:
Drew Slone
Smith,Gambrell&Russell,LLP
1230 Peachtree St.NE,Suite 3100
Atlanta,GA 30309
1. Title of Document: FIRST SUPPLEMENTAL TRUST INDENTURE
2. Date of Document: November 30, 2007
3. Grantor: City of Jefferson, Missouri, a home rule city organized and existing under the laws
• of the State of Missouri
4. Grantee: UMB Bank, n.a.
5. Statutory Mailing Address:
Grantor: City of Jefferson, Missouri
320 East McCarty Street
Jefferson City, Missouri 65101
Grantee: UMB Bank, n.a.
2401 Grand Boulevard, Suite 200
Kansas City, Missouri 64108
6. Legal Description: See Exhibit A hereto.
7. Reference: Book 509, Page 289, Cole County Recorder of Deeds Office.
•
•
i
I
(The above space is reserved for the Recorder's Certification)
FIRST SUPPLEMENTAL TRUST INDENTURE
This FIRST SUPPLEMENTAL TRUST INDENTURE (this "Supplemental
Indenture") is dated as of November 30, 2007, ,between the CITY OF JEFFERSON,
MISSOURI, a home rule city organized and existing under the laws of the State of Missouri (the
• "City) and UMB BANK, n.a., as trustee (the "Trustee").
WITNESSETH :
WHEREAS, the City and the Trustee have heretofore executed an Indenture,
dated as of August 1, 2004 (the "Indenture"; capitalized terms used but not defined herein shall
have the meaning ascribed thereto in the Indenture);
WHEREAS, Section 1101(d) of the Indenture authorizes the City and the Trustee,
together, to amend or supplement the Indenture, without notice to or consent of any Holder of the
Notes, for the purpose of conforming the Indenture to amendments made by the City and the
Company;
WHEREAS, the Company acquired on June 8, 2007 an additional 10 acres of
land adjacent to the Project Site (the "2007 Parcel"), the legal description of which is attached as
Exhibit A hereto;
WHEREAS, the City acquired title to the 2007 Parcel from the Company
pursuant to a General Warranty Deed dated November 30, 2007, and recorded in Deed Book 557,
Page 132, Real Property Records, Cole County, Missouri and such 2007 Parcel constitutes a portion
of the assets leased to the Company under the Lease Agreement; and
•
CORP\1266762.1
WHEREAS, the Company and the City have amended the Lease Agreement to
include the 2007 Parcel.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt of which is hereby acknowledged, the City and the Trustee mutually
4 covenant and agree as follows:
1. Amendments. The Indenture is hereby amended by adding the
following legal description to Exhibit A:
"2007 Parcel"
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section
24, Township 44 North, Range 11 West, Cole County, Missouri, more particularly
described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence
N85°42'11"E, along the southerly line of said U.S. Private Survey No. 2596,
1363.71 feet to the POINT OF BEGINNING for this description; thence
N24°06'13"E, 1073.51 feet to a point intersecting the southerly line of the Algoa
Road right-of-way and said point being on the northerly line of the 37.03 acre
tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68'1 8'23"E, along the southerly line of said Algoa Road right-of-
way and along the northerly line of said 37.03 acre tract described in Book 369,
page 753, 428.67 feet to a point intersecting the southerly right-of-way line of the
• Algoa Road Connection to Militia Drive right-of-way, formerly know as Algoa
Spur, as per deed of record in Book 379, page 992, Cole County Recorder's
Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the
southern boundary of the aforesaid 37.03 acre tract described in Book 369, page
753; thence S89°30'20"W, along the southern boundary of said tract described in
Book 369, page 753, 220.91 feet to a stone on the southern boundary of said
37.03 acre tract described in Book 369, page 753, and said point being described
therein as the most westerly corner of a 1.23 acre tract of land described in Book
127, page 55, Cole County Recorder's Office and being on the southerly line of
the aforesaid U.S. Private Survey No. 2596; thence S85°42'11"W, along the
southerly line of said U.S. Private Survey No. 2596, 285.21 feet to the POINT OF
BEGINNING.
2. Governing Law. The laws of the State of Missouri shall govern and be used
to construe this Supplemental Indenture.
3. Counterparts. The parties hereto may sign any number of copies of this
Supplemental Indenture. Each signed copy shall be an original, but all of them together shall
represent the same agreement.
•
2
4. Effect of Headings. The Section headings herein are for convenience only
• and shall not affect the construction hereof.
[Remainder of Page Intentionally Left Blank]
•
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•
3
• IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and attested, all as of the date first above written.
CITY OF JEFFERSON,MISSOURI
By:
Name:
Title: Mayor
[SEAL]
ATTEST:
By:
UMB BANK,n.a.,
as Trustee
By:
Name: A1vbR
Title: Vice President
r
CORP\1266762.1
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed and attested, all as of the date first above written.
CITY OF JEFFERSON, MISSOURI
By:
Na INS
Tit ayor
[SEAL]
ATTEST:
By: A'X7�
UMB BANK, n.a.,
as Trustee
By:
Name:
Title: Vice President
•
CORD\1266762.1
i
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(The above space is reserved for the Recorder's Certification)
GENERAL WARRANTY DEED
THIS GENERAL WARRANTY DEED made as of November 30, 2007 from ALPLA,
INC., a Georgia corporation (the "Grantor"), to the CITY OF JEFFERSON, MISSOURI, a
political subdivision and body corporate organized and existing under the laws of the State of
Missouri (the "Grantee"), having its mailing address as follows: 320 East McCarty Street,
Jefferson, Missouri, 65101.
WITNESSETH, THAT THE GRANTOR, in consideration of the sum of One Dollar
($1.00) and other valuable considerations to it paid by the Grantee(the receipt of which is hereby
• acknowledged) does by these presents, SELL and CONVEY unto the Grantee, its successors
and assigns, the lots,tracts or parcels of land described in EXHIBIT A, which is attached hereto.
TO HAVE AND TO HOLD, the premises aforesaid, with all and singular to the rights,
privileges, appurtenances, and immunities thereto belonging or in any way appertaining unto the
Grantee and unto its successors and assigns forever; the Grantor hereby covenanting that the said
premises are free and clear from encumbrance done or suffered by it and that it will warrant and
defend the title to said premises unto the Grantee and unto the Grantee's successors and assigns
forever against the unlawful claims and demands of all persons whomsoever.
IN WITNESS HEREOF, the Grantor has executed this General Warranty Deed as of the
day and year above written.
ALPLA, I
By:
Name:i�'( A(2 lcX�
Title: C;F%O
•
EXHIBIT A
Legal Description
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section 24, Township
44 North, Range 11 West, Cole County, Missouri, more particularly described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence N85'42'1 1"E, along
the southerly line of said U.S. Private Survey No. 2596, 1363.71 feet to the POINT OF
BEGINNING for this description; thence N24°06'13"E, 1073.51 feet to a point intersecting the
southerly line of the Algoa Road right-of-way and said point being on the northerly line of the
37.03 acre tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68°18'23"E, along the southerly line of said Algoa Road right-of-way and along
the northerly line of said 37.03 acre tract described in Book 369, page 753, 428.67 feet to a point
intersecting the southerly right-of-way line of the Algoa Road Connection to Militia Drive right-
of-way, formerly know as Algoa Spur, as per deed of record in Book 379, page 992, Cole
County Recorder's Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the southern boundary
of the aforesaid 37.03 acre tract described in Book 369, page 753; thence S89°30'20"W, along
the southern boundary of said tract described in Book 369, page 753, 220.91 feet to a stone on
the southern boundary of said 37.03 acre tract described in Book 369, page 753, and said point
being described therein as the most westerly corner of a 1.23 acre tract of land described in Book
127, page 55, Cole County Recorder's Office and being on the southerly line of the aforesaid
U.S. Private Survey No. 2596; thence S85°42'1 l"W, along the southerly line of said U.S. Private
• Survey No. 2596, 285.21 feet to the POINT OF BEGINNING.
•
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. 5 �
Requisition No. 3
• Date: November 30, 2007
REQUISITION CERTIFICATE
TO: UMB BANK, n.a. AS TRUSTEE UNDER A TRUST NDENTURE DATED AS OF
AUGUST 1, 2004, BETWEEN THE CITY OF JEFFERSON, MISSOURI AND THE
TRUSTEE AND LEASE AGREEMENT DATED AS OF AUGUST 1, 2004 BETWEEN
THE CITY OF JEFFERSON, MISSOURI AND ALPLA, INC.
The undersigned Authorized Company Representative hereby states and certifies that:
1. A total of 5270,000 (for the acquisition of land the legal description of which is
attached hereto in Exhibit A) is requested to pay for Project Costs (as defined in said Trust
Indenture).
I
2. Said Project Costs shall be paid in such amounts to such payees and for such
purposes as set forth on Schedule 1 hereto.
3. Each *of the items for which payment is required are or were desirable and
appropriate in connection with the purchase and construction of the Project (as defined in the
Indenture), have been properly incurred and are a proper charge against the Project Fund, and
have been paid by the Company or are justly due to the persons whose names are stated on
Schedule 1 and have not been the basis of any previous requisition from the Project Fund.
4. As of this date, except for the amounts referred to above, to the best of my
knowledge there are no outstanding disputed statements for which payment is requested for
labor, wages, materials, supplies or services in connection with the purchase and construction of
the Project which, if unpaid, might become the basis of a vendors', mechanic ' laborers' or
materialmen's statutory or similar lien upon the Project or any part thereof.
ALPLA,
By:
Aut Jc o y Representative
Approved this 30`x' day of November, 2007.
CITY OF JEFFERSON, MISSOURI
By:
Authorized City Representative
Requisition No. 3
Date: November 550 ' 2007
REQUISITION CERTIFICATE
TO: UMB BANK, N.A. AS TRUSTEE UNDER A TRUST INDENTURE DATED AS OF
AUGUST 1, 2004, BETWEEN THE CITY OF JEFFERSON, MISSOURI AND THE
TRUSTEE AND LEASE AGREEMENT DATED AS OF AUGUST 1, 2004 BETWEEN
THE CITY OF JEFFERSON AND ALPLA, INC.
The undersigned Authorized Company Representative hereby states and certifies that:
1. A total of $270,000 is requested to pay for the acquisition of land, the legal
description of which is attached hereto in Exhibit A.
2. Set forth in Schedule 1 hereto is the legal description of the land acquired by the
Company and which is being paid for pursuant to this Requisition Certificate.
3. Each of the items for which payment is required are or were desirable and
appropriate in connection with the purchase and construction of the Project (as defined in the
Indenture), have been properly incurred, and are a proper charge against the Project Fund, and
have been paid by the Company or are justly due to the persons whose names are stated on
Schedule 1 and have not been the basis of any previous requisition from the Project Fund.
4. As of this date, except for the amounts referred to above, to the best of my
knowledge there are no outstanding disputed statements for which payment is requested for
labor, wages, materials, supplies or services in connection with the purchase and construction of
the Project which, if unpaid, might become the basis of a vendors', mechanics' laborers' or
materialmen's statutory or similar lien upon the Project or any part thereof.
ALPLA, INC.
By:
Authorized Company Representative
Approved this day of ,20
CITY OF JEFFERSON,MISSOURI
By. �--
thorized City Representative
C/
EXHIBIT A
Legal Description
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section 24, Township
44 North, Range 11 West, Cole County, Missouri, more particularly described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence N85°42'1 1"E, along
the southerly line of said U.S. Private Survey No. 2596, 1363.71 feet to the POINT OF
BEGINNING for this description; thence N24°06'13"E, 1073.51 feet to a point intersecting the
southerly line of the Algoa Road right-of-way and said point being on the northerly line of the
37.03 acre tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68°18'23"E, along the southerly line of said Algoa Road right-of-way and along
the northerly line of said 37.03 acre tract described in Book 369, page 753, 428.67 feet to a point
intersecting the southerly right-of-way line of the Algoa Road Connection to Militia Drive right-
of-way, formerly know as Algoa Spur, as per deed of record in Book 379, page 992, Cole
County Recorder's Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the southern boundary
of the aforesaid 37.03 acre tract described in Book 369, page 753; thence S89°30'20"W, along
the southern boundary of said tract described in Book 369, page 753, 220.91 feet to a stone on
the southern boundary of said 37.03 acre tract described in Book 369, page 753, and said point
being described therein as the most westerly corner of a 1.23 acre tract of land described in Book
• 127, page 55, Cole County Recorder's Office and being on the southerly line of the aforesaid
U.S. Private Survey No. 2596; thence S85°42'11"W, along the southerly line of said U.S. Private
Survey No. 2596, 285.21 feet to the POINT OF BEGINNING.
•
SCHEDULE I TO REQUISITION CERTIFICATE
• PROJECT COSTS
Payee and Address Description Amount
ALPLA, Inc. Cost for purchase of land $270,000
•
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•
N0. 200712727
Bk 556 P9 600
State of Missouri
Cole County
RECORDED
Nov 29, 2007
UCC FINANCING STATEMENTAMENDMENT 10:28:07 AM Larry D. Rademan,
FOLLOW INSTRUCTIONS front and back CAREFULLY . Recorder of Deeds
A.NAME&PHONE OF CONTACT AT FILER[optional) Fees $30.00
Bonnie Mays 404 815-3667 ,
B.SEND ACKNOWLEDGMENT TO: (Name and Address) SEAL
FBonnie Mays I Deputy '
Smith, Gambrell & Russell, LLP
Suite 3100 ba� n
1230 Peachtree Street NE �- J LL 1"
14tlanta, GA 30309
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
Ia.INITIAL FINANCING STATEMENT FILE# 1b. This FINANCING STATEMENT AMENDMENT is
200412340 B k 509 Pg 357 to be filed(for record)(or recorded)in the
REAL ESTATE RECORDS.
2. ERMINATION: Effectiveness of the Financing Statement Identified above Is terminated with respect to security Interests)of the Seared Party authorizng this Termination Statement
3. CONTINUATION: Effectiveness of the Financing Statement Identified above with respect to security Interest(,)of the Secured Party authorizing this Continuation Statement Is
continued for the additional period provided by applicable law.
4. ASSIGNMENT(full or partial): Give name of assignee In Item 7a or 7b and address of assignee In Item 7c;and also give name of assignor in Item 9.
5.AMENDMENT(PARTY INFORMATION): This Amendment effects H Debtor Secured Party of record. Check only gm of these two boxes.
Also check m2 of the following three boxes and provide appropriate InformatV In Items 6 and/or 7.
®CHANGE name and/or address: Give current record name In Item 6a or 6b;also gNe new DFIETE name: Give record name ADD name: Complete Item 7a or 7b,and also
name(rf name change)In Item 7a or 7b and/or new address frf address changel In item 7c. �tg be deleted in Item 6a or 6b. . ®Item 7c,also complete items 7d-7q frf applicable),
6. CURRENT RECORD INFORMATION:
6a.ORGANIZATION'S NAME
OR 6b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
• 7. CHANGED(NEW)OR ADDED INFORMATION:
7a.ORGANIZATION'S NAME
OR 7b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
7c.MAILING ADDRESS CITY STATE IP03TALCODE COUNTRY
7d. TAX ID#: SSN OR EIN A 17..TYPE OF ORGANIZATION 7f.JURISDICTION OF ORGANIZATION 7g.ORGANIZATIONAL ID#,If any
ORGANIZATION
DEBTOR
NONE
8.AMENDMENT(COLLATERAL CHANGE):check only 2m box.
Describe collateral®deleted or madded, or give entirelestated collateral description,or describe collateral®assigned.
See Exhibit A attached hereto.
9. NAME OF SECURED PARTY OF RECORD AUTHORIZING THIS AMENDMENT(name of assignor,if this Is an Assignment). B this Is an Amendment authorized by a Debtor which
adds collateral or adds the auarodzing Debtor, or It this Is a Termination authorized by a Debtor,check here and enter name of DEBTOR authorizing this Amendment.
9a.ORGANIZATION'S NAME
OR 9b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
• 10.OPTIONAL FILER REFERENCE DATA
ALPLA 041826.000 File in Cole Co. MO
FILING OFFICE COPY—NATIONAL UCC FINANCING STATEMENT AMENDMENT(FORM UCC3)(REV.07/29/98)
FORM SHOULD BE TYPEWRITTEN OR COMPUTER GENERATED
• UCC FINANCING STATEMENTADDENDUM
FOLLOW INSTRUCTIONS front and back CAREFULLY
9.NAME OF FIRST DEBTOR(1a or 11b)ON RELATED FINANCING STATEMENT
9a.ORGANIZATION'S NAME
OR ALPLA, Inc.
9b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME,SUFFIX
10.MISCELLANEOUS:
THE ABOVE SPACE IS FOR FILING OFFICE USE ONLY
11.ADDITIONAL DEBTOR'S EXACT FULL LEGAL NAME-insert only one name 11a or 11b)-do not abbreviate or combine names
11 e.ORGANIZATION'S NAME
OR 11b.INDIVIDUAL'S LAST NAME FIRSTNAME MIDDLE NAME SUFFIX
I 1c.MAILING ADDRESS CITY STATE POSTAL CODE COUNTRY
l ld.TAX ID#: SSN OR EIN ADD'L INFO RE Ile.TYPE OF ORGANIZATION 11C JURISDICTION OF ORGANIZATION 11g.ORGANIZATIONAL ID#,If any
ORGANIZATION
DEBTOR i I FI.—NE
12. ADDITIONAL SECURED PARTYS in ASSIGNORS/P'S NAME-krsertonlyooname(12aorl2b)
12a.ORGANIZATION'S NAME
• OR 12b.INDIVIDUAL'S LAST NAME FIRST NAME MIDDLE NAME SUFFIX
12c.MAILING ADDRESS CITY STATE 1POSTALCODE COUNTRY
13.This FINANCING STATEMENT covers timber to be cut or as-exVacted 16.Additional collateral description:
collateral,or Is filed as a®fxture filing.
14.Description of real estate.
See Exhibit A attached hereto.
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15. Name and address of a RECORD OWNER of above-described real estate
(if Debtor does not have a record interest):
17.Check Q*if applicable and check nNY one box.
Debtor Is a n Trust o rustee acting with respect to property held In trust o Decedent's Estate
18.Check 2*If applicable and check_
• Debtor Is a TRANSMITTING UTILITY
Filed in connection with a Manufactured-Home Transaction—effective 30 years
Filed in connection with a Pubtio-Flnance Transaction—af(ective 30 years
FILING OFFICE COPY—NATIONAL UCC FINANCING STATEMENT ADDENDUM(FORM UCC1Ad)(REV.07/29/98)
FORM SHOULD BE TYPEWRITTEN OR COMPUTER GENERATED
I
DEBTOR: ALPLA, Inc.
SECURED PARTY: UMB Bank,n.a.
Orig. Financing Stmt: 200412340 Bk 509 Pg 357
EXHIBIT A
Legal Description
of Added Collateral
Part of U.S. Private Survey No. 2596 and part of the Southeast Quarter of Section 24, Township
44 North, Range 11 West, Cole County,Missouri, more particularly described as follows:
FROM the southwest corner of said U.S. Private Survey No. 2596; thence N85°42'1 1"E, along
the southerly line of said U.S. Private Survey No. 2596, 1363.71 feet to the POINT OF
BEGINNING for this description; thence N24°06'13"E, 1073.51 feet to a point intersecting the
southerly line of the Algoa Road right-of-way and said point being on the northerly line of the
37.03 acre tract described by deed of record in Book 369, page 753, Cole County Recorder's
Office; thence S68°18'23"E, along the southerly line of said Algoa Road right-of-way and along
the northerly line of said 37.03 acre tract described in Book 369, page 753, 428.67 feet to a point
intersecting the southerly right-of-way line of the Algoa Road Connection to Militia Drive right-
of-way, formerly know as Algoa Spur, as per deed of record in Book 379, page 992, Cole
County Recorder's Office; thence S47°55'44"E, along said Connection right-of-way, 24.66 feet;
thence S24°06'13"W, on a direct line, 856.32 feet to a point intersection the southern boundary
of the aforesaid 37.03 acre tract described in Book 369, page 753; thence S89°30'20"W, along
the southern boundary of said tract described in Book 369, page 753, 220.91 feet to a stone on
the southern boundary of said 37.03 acre tract described in Book 369, page 753, and said point
being described therein as the most westerly corner of a 1.23 acre tract of land described in Book
127, page 55, Cole County Recorder's Office and being on the southerly line of the aforesaid
U.S. Private Survey No. 2596; thence S85°42'11"W, along the southerly line of said U.S. Private
Survey No. 2596, 285.21 feet to the POINT OF BEGINNING.
coRr/1270217.1