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HomeMy WebLinkAbout1986-07-28 86-309 RESOLVE86-309 Introiuced try councilor Tilley, July 28, 1986 CITY OF BANGOR MILE.) ¢SOIUCt Authpri ing mmenments to the Cacun®rc Wlatim to Issuance and sale of a xavenue Obligation Security _------------ ......... .... .f4F...A0.F-ENssE3.1 W., Iuc......_. ....... ...._....... .. _.... ..... BY the C'BB Cnaxmil Of t My BfRdsBar: RESOLVED. V acting pursuant to the auti crity of the Smgor City COuncil by Resolve adopted m October 16, 1985 there has been issued the City of Bangor Revence Obligation Security (1985 ndams-Puasell Co., Inc. Consttuctim Project), as a single instrument in the original principal amount of $1,300,000 (the "Security"), and in convection tbenewlth the City entered into loan agreement (the "Loan Agreomenc") between tie City and Adams- Pussell CO., Inc. (the "Bot'roer"1, accepted from the Borrower a lronissory rote in an original principal amort of $1,300,000 payable to the City (the "Romissary, Nota"), entered into a security agreement (the "Security Agreement") with the E rower, entered into an indenture (the "Indenture") by woo between the City and Norstar Bank of thine as Trustee, and entered into and executsi other a3reoments and dccuments relating to the project pursuant to Mich the Borrower enlarged its facility, knw.m as the Anzac Division, on Griffin Road In Bangor; and �, the City of Bangor has assignsi all of its interests in the Loan Agreoment, the R OMISS,ry Note, the Security Agreement and other docunents.relating to the transaction to Norstar Bank of Maine as Trustee (the "ttustee"); and Niff,`BE95, the Borrower desires to separate its electronics business (Midi includes its facility on 4 iffin Roam and the activities thereon) from the remainder of its business activities by means of creating a new ccrp atim to to known as Adams -Russell Electronics Co., Inc. ("ElectroniCS") to Mich tie assets subject to tie liabilities of its electronics business will be transferred in exchange for the issuance of all stack of ElectroniCS CO. to the Borrower; and WB.'RFAS, in order to accanplish this transfer of assets it is necessary for the City of Bangor to agree to substitute Electronics for the BaLraaer as a party to the various docunents involved in the 1985 transaction; and WIEPPtS, by virtue of the laws of the State of Maine, the City of Bangor has on liability with respect to t1aa Revenue Obligation Security, the debt w on Mich is paid solely from the revenues of the project directly to then U tee, _2_ tAV, TH82EP51E, By the City Council of the City of Bangor, be R LWD, My ted City Of Bangor bereby consents W the aasignnent by Barmser of its interests as the lessee under an Indenture of (ease dated May 1, 1981 between the City and the Burrower, to Electronics, such assignment beteg permitted under Article XIX of the Indenture of Kase; and be it B CEJ D, TENT the City Of Bangor Iereby consents to the transfer from the Borrower W electronics of all assets and business activities relating to the Security, including the facility of %dans-Pussell Co., Inc., Anzac Division located on Griffin Rad in Bangor, Maine; and be it F LVED, THAT tle City of Bangor hereby acknowledges and consents W tie assignment by the Boxmwer of all of its rights, title and interest and W the assumption by electronics of the Eorroxer's debts, liabilities, obligations and duties under tle Security, the Imo; Agreement, the Promissory Note, the Security Agreement, the Indenture and any and all other agreements and instruments executed and delivered in connection therewith end hereby releases the E rromer from all Obligation and liability W the City pursuant W the aforesaid documents or any of then; ad be it further ll LVED, THAT the City M merger, the City Finance Director aM the Ctainaan of the Bags City Council beand each of them hereby is authorized, acting singly, to take all action,'including execution and delivery of documents on behalf of the City as' may be necessary, desirable and a1 cytiate in order to carry into effect the full purport and] intent of the preceding resolutions or any of ttsm. Amendment 9-28-86 _ CITY OF BANGOR (TITLE.)' �RVZOJlpyg. ........authorizinamendments to the documents relating to .. .. ____..._.. ........................____._......_.._......._.._...__._._-___.._..._._. issuance and sale of arevenue obligation security for Adams -Russell By Ou City OmMaH WVW CRY Of14ma . RESOLVED, NOW THEREFORE, be it resolved: (1) That the City of Bangor hereby consentsto -the assignment by Borrower of its interests as the lessee under an Indenture of Lease dated May 1, 1981 between the .City and the Borrower, to Electronics, such assignment being permitted under - Article XIX of the Indenture of Lease and the Cityhereby' releases the Borrower from all 'obligations oZ' the Borrower under the Indenture of Lease, sa a xe ease erng subject to t e 'receipt o eevi encesatis- MIactory to rue City Manager that the oliligations -o£ the Borrower have en assum by Electronics. (2) That the City of Bangor hereby cents to the transfer from the Borrower to Electronics of allaa seta and business activities relating -tothe Security, including thefacility of Adams -Russell. CO., Inc., Anzac Divisionlocated on Griffin Road in Bangor, Maine. - (3) That the City of Bangor hereby,acknowledgea and con- sents to the assignment by the. Borrower of all of its rights, title and interest and to the assumption' by Electronics of the Borrower's debts, liabilities, obligations and duties under the .Security, the Loan Agreement, the Promissory Note, the Security Agreement, the Indenture and any and all other agreementsand instruments executed and delivered in connection therewith and hereby releases the Bor- rower from all obligation and liability to the City pursuant to the aforesaid documents or any of them. (4) That the City Manager, the City Finance Director and the Chairman of theBangorCity Council be and each of ,them hereby is authorized,.acting singly, to take all action, including execu- tion and delivery of documents on behalf of the City as may be necessary, desirable and appropriate in under to carry into effect the full purport and intent of the preceding resolutions or any of them. { •IH, ,n+� 13 p3 IN CIw COUNCIL arly 28, ilee y Amendedi?�4=3. A "meet tech � iia 86-309 RESOLVE iz - Autborining Amendments to the oocumence Relating to Issuance and sale Of a Obligation security for Adams -Russell CO., m: