HomeMy WebLinkAbout1987-09-28 87-364 ORDER8J-364
Introduced by Councilor Broom, September 28, 1987
CITY OF BANGOR
(TITLE.) (orber, Authorizing Termination Agreements relative to the
G. H. Base c Company building financing
By rhe ate Conway of Ow sty of Banzor:
ORDERED,
THAT the City Manager is hereby authorised to sign the
necessary termination agreements, copies of which are on file
in the City Clerk's office, between the City ofBangor as
'issuer' and the Connecticut Bank and Trust .Company, a 'trustee',
andthe City of Bangor as ' and the G. H. 'Bass 6 Company
as the lessee, relative to retirement of the industrial revenue
bond on the G. H. Base building at Bangor International Airport.
STATEMENT OF FACT: Industrial Revenue Bonds, authorized by the
City, were utilized by Chesebrough-Pond's Corporation for its
G. H. Bass division to purchase the Target building at Bangor
International Airport. The bonds now must be retired by the
Company to sell the property, and a city release of its in-
volvement is required.
IN CITY COUNCIL
September 28, 1987
Passed as Amended
Amendment attached to
Council order.
8]-364
ORDER
Title,
-
Authorizing Termination Agreements
.................. I...................
Relative to the G: 9: Besa 6 Cooq�any
Building Financing
Introduced and filed by
Y Councilmen
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CITYOF IVSD
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AMENDMENT TO COUNCIL ORDER NO. 87-364
The following be added:
and be it further,
ORDERED,
THAT the City Manager is hereby authorized and directed, on
behalf of the City of Bangor, to -take all necessary action and
execute all necessary documents for purposes of leasing certain
premises at Bangor International Airport, previously designated
by the Airport Committee, on which the G. H. Bass Building, so-
called, 1s located, to M. F. Godfrey Partners, a general
partnership.
8]-384
TERMINATION AGREEMENT
This Termination Agreement entered into as of the
first flay of October 1, 1987, by and between the City of
Bangor, Maine (the "Issuer"), -a municipal Corporation and
city of the State of Maine, and G.H. Bass & Co. (the
"Company"),, a corporation organized and existing under the
laws of the State of Delaware and duly qualified to do
business in the State of Maine.
WITNESSETH:
WHEREAS, The Issuer and The Company entered into a
Lease Agreement dated as of August 1, 1981 (the "Lease"),
pursuant to which The Issuer issued $1,000,000 1981 Revenue
Bonds (G.H. Bass & Co. Project; and
WHEREAS, The Issuer and The Connecticut Bank and
Trust Company, as trustee (the "Trustee"), a banking and
trust company duly organized, existing and authorized to
accept and execute trusts under and by virtue of the laws
of the State of Connecticut, entered into an Indenture of
Trust dated as of August 1, 1981 (the "Indenture"); and
WHEREAS, The Company pursuant to the Indenture,
gave notice to The Trustee of its intention to terminate
the Indenture and redeem the bonds issued thereunder; and
WHEREAS, The Company desires to terminate the
Lease, but not the ground lease dated December 8, 1977
between the Issuer and The Bangor Target Area Development
Corporation, which had previously been assigned to the
Company, and purchase the Project (as defined in the
Lease).
Now, therefore in consideration of the
representations and the mutual covenants hereinafter
contained, the parties hereto recite and formally covenant,_
agree and bind themselves as follows:
Section 1. Pursuant to Section 10.2(c) of the
Lease, the parties agree that the Lease is terminated,
effective October 1, 1987.
Section 2. Pursuant to Section 10.2 of the Lease,
the Issuer does hereby grant, sell, convey, tranafer and
deliver unto the Company that certain property, known as
the Project (as defined in the Lease), together with any
charges, alterations and additions thereto to have and to
hold all and singular the said property. and chattles unto
the Company, its successors and assigns to its own use and
behoof forever. The Issuer, its successors and assigns,
covenants and agrees with the Company that the Issuer was
the lawful owner of said property; that it is free and
clear of all encumbrances (except (1). Those liens and
encumbrances (if any) to which title to said property was
subject when conveyed to the Issuer; (ii) Those liens and
encumbrances created by the Company or to the creation or
suffering of which the Company consented; and (iii) Those
liens and encumbrances resulting from the failure of the
Company to perform or observe any of the agreements on its
part contained in the Lease); that the issuer has good
right to sell the same as aforesaid; and that it will
warrant and defend the same unto the Company, is successors
and assigns, against the lawful claims and demands of all
persons.
IN WITNESS WHEREOF, The Issuer and the Company
have caused this Agreement to be executed in their
respective names on behalf and all as of the date first
above written.
(SEAL)
Attest:
Attest:
CITY OF BANGOR, WHINE
By:
G.H. Bass i Co.
STATE OF MAINE
BB.:
COUNTY OF PENOBSCOT:
On this day of 1987, before
me appeared to no personally known, who,
being by me duly sworn, did say that he is the
of the City of Bangor, Maine, and that the seal affixed to
the foregoing Agreement is the corporate seal of said
municipality, and that said Agreement was signed and
sealed, on behalf of said municipality by authority of its
City Council and said acknowledged
said Agreement to be the free act and deed of said
municipality.
IN TESTIMONY WHEREOF, I have hereunto Set my hand
and affixed my official seal in said County and State the
day and year last above written. -
Notary Public
My Commission expires:
STATS OF MAINE
BE.
COUNTY OF
Be it remembered that on this day of
1987 personally came before m ,
ofG.H. Bass 6 Co., a corporation of the
State of Delaware, party to the foregoing Agreement, known
to me personally to be such, and acknowledged the same
Agreement to be his own act and deed, and the act and deed
of said corporation; that the signature of the
is his own proper handwriting; and that his act of
executing and delivering said Agreement was duly authorized
by said company.
GIVEN under my hand and seal of office the day and
year aforesaid.
Notary Public
My Commission
87-366
h
TERMINATION
OF
INDENTURE OF TRUST
THIS TERMINATION of INDENTURE OF TRUST, made and
entered into as of the first day of October, 1987, by and
between the City of Bangor, Maine (the "Issuer"), a
municipal corporation and a political subdivision of the
State of Maine, and The Connecticut Bank and Trust Company,
a banking and trust company duly organized, existing and
authorized to accept and execute trusts under and by virtue
of the laws of the State of Connecticut, with its principal
office in the City of Hartford, Connecticut, as trustee
(the "Trustee").
WITNESSETH:
WHEREAS, the Issuer and the Trustee have entered
into an Indenture of Trust dated as of August 1, 1981 (the
"Indenture^) pursuant to which the Issuer issued $1,000,000
1981 Revenue Bonds (G.H., Bass A Co. Project) as more fully
described therein; and WHEREAS, G.H. Bass 4 Co. (the
"Company"), the user of the project (as defined as the
Indenture) gave notice to the Trustee of its intention to
terminate the Indenture and redeem all of said bonds; and
WHEREAS, the Company has paid to the Trustee the whole
amount of the principal and interest due and payable upon
all of the bonds and coupons outstanding.
Now, therefore in consideration of the
representatives and the mutual convenants hereinafter
contained the parties hereto recite and formally covenant,
agree and bind themselves as follows:
section 1.
The rights granted by the Indenture shall cease
and determine and the trustee hereby cancels and discharges
the Indenture, and the lien thereof.
Section 2.
The trustee agrees to execute such further
documents and give such further assurances as may be
reasonable required by the Issuer or the Company, at no
expense to the Trustee, to give effect to the cancellation
and discharge of the Indenture.
IN WITNESS WHEREOF, the Issuer and the Trustee
have caused this Agreement to be executed in their
respective names and behalf all of the date first above
written.
CITY OF BANGOR, MAINE
Title:
(SEAL,)
Attest:
THE CONNECTICUT BANK AND
TRUST COMPANY. as Trustee
Title:
(SEAL)
Attest:
STATE OF MAINE
BE.;
COUNTY OF PENOBSCOT:
On this day of 1987, before
me appeared. ,.to no personally known, who,
being by me duly sworn, did say that he is the
of the City of Bangor, Maine, and that the seal affixed to
the foregoing Agreement is the corporate seal of said
municipality, and that said Agreement was signed and
Baled, on behalf of said municipality by authority of its
City Council and said acknowledged
said Agreement to be the free act and deed of said
municipality.
IN TESTIMONY WHEREOF, I have hereunto not my hand
and affixed my official seal in said County and State the
day and year last above written.
Notary Public
My Commission expires:
STATE OF CONNECTICUT:
SS.:
COUNTY OF HARTFORD .
Be it remembered that on this day of
1987 personally came before me ,
of The Connecticut Bank and Trust Company,
a corporation of The State of Connecticut, party to the
foregoing Agreement, known to me personally to be such, and
acknowledged the said Agreement to be his own act and deed,
and the act and deed of said corporation; that the
Signature of is his own proper
handwriting; that the seal affixed is the corporate seal of
said corporation; and that his act of sealing, executing
and delivering said Indenture was duly authorized by
resolution of the directors of the said corporation.
Given under my hand and seal of office the day and
year aforesaid.
Notary Public
My Commission