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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 V? X24 P2* Reo CITYOF IVSD CqY 4QQR 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