7160RESOLUTION NO.
7,160
RESOLUTION APPROVING AN ASSIGNMENT AND
ASSUMPTION AGREEMENT AND AN ACKNOWLEDGMENT
AND CONSENT AGREEMENT WITH RESPECT TO THE
PURCHASE BY UNIVERSAL DIE CASTING, INC. OF
CERTAIN PROPERTY FINANCED WITH INDUSTRIAL
DEVELOPMENT BONDS ISSUED BY THE CITY OF
LITTLE ROCK, ARKANSAS
WHEREAS, the City of Little Rock, Arkansas (the "City "),
issued its industrial development revenue bonds under the
provisions of Act No. 9 of the First Extraordinary Session of
the Sixty- Second General Assembly of the State of Arkansas,
approved January 21, 1960, as amended (the "Act "), in the
principal amount of $2,000,000, designated "Industrial
Development Revenue Bonds - North American Project, Series A ",
dated November 1, 1977 (the ''North American Bonds "); and
WHEREAS, the proceeds derived from the sale of the North
American Bonds were applied to the acquisition of real property,
the construction of buildings and improvements thereon, and the
acquisition and installation of certain machinery and equipment
(the "North American Project "), which Project was leased to and
operated by North American Metals, Inc., an Arkansas corporation
(the "Company "), pursuant to the provisions of a Lease and
Agreement dated as of November 1, 1977, wherein. the City is
Lessor and the Company is Lessee, which Lease and Agreement was
recorded in the Office of the Circuit Clerk and Ex- Officio
Recorder of Pulaski County, Arkansas, on November 1, 1977, as
Instrument No. 77 -04583 (the "Lease "), and which Lease covers
certain real property situated in Pulaski County, Arkansas.
WHEREAS, the Company and Hoover Universal, Inc., a Michigan
corporation ( "Hoover "), entered into an Asset Purchase Agreement
dated as of November 13, 1981, wherein the parties agreed for
the Company to sell and transfer to Hoover and Hoover to
purchase from the Company certain assets of the Company,
including all rights of the Company under the Lease; and
WHEREAS, the Company, Hoover, the City, and Worthen Bank
and Trust Company, N.A., as trustee (the "Trustee ") entered into
an Assignment and Assumption Agreement on January 15, 1982,
which agreement was recorded in the office of the Circuit Clerk
and Ex- Officio Recorder of Pulaski County,
18, 1982, as Instrument No. 82 -5332,
transferred certain of its rights under
expressly assumed certain obligations of
Lease, Guaranty Agreement, and the Agre
Lieu of Taxes; and
Arkansas, on February
whereby the Company
the Lease and Hoover
the Company under the
�ment for Payments in
WHEREAS, the City issued its industrial development revenue
bonds under the Act in the principal amount of $2,500,000,
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designated "Industrial Development Revenue Bonds (Hoover
Universal, Inc. Project)," dated December 1, 1982 (the "Hoover
Bonds "); and
WHEREAS, the proceeds derived from the sale of the Hoover
Bonds were applied to the aquisition and improvement of certain
real property located in Pulaski County, Arkansas pursuant to an
Installment Sale Agreement dated December 1, 1982; and
WHEREAS, Hoover and Universal Die Casting, Inc., a Maryland
corporation ( "Universal ") have entered into a Purchase Agreement
dated as of January 19, 1984, wherein the parties have agreed
for Hoover to sell and transfer to Universal and Universal to
purchase from Hoover certain assets of Hoover, including all
rights of Hoover under the Lease; and
WHEREAS, under the terms of the documents relating to the
North American Bonds and the Hoover Bonds, the consent and
approval of the City for the purchase by Universal of the assets
of Hoover which are subject to the liens of the bonds is
required to be obtained, which consent and approval has been
requested by Hoover and Universal and which consent and aproval
the City wishes to grant.
NOW THEREFORE BE IT RESOLVED BY THE CITY OF LITTLE ROCK,
ARKANSAS:
Section i. That the Acknowledgment and Consent which is
attached hereto as Exhibit A is hereby approved.
Section 2. That the Assignment and Assumption Agreement
attached hereto as Exhibit B is hereby approved.
Section 3. That the Mayor and City Clerk are hereby
authorized to execute both the Acknowledgment and Consent and
the Assignment and Assumption Agreement on behalf of the City of
Little Rock, Arkansas.
Section 4. This Resolution shall be effective immediately.
PASSED: March 7, 1984
ATTEST:
By 9&,,,
ity Clergy 3tne Czech
dAI
CITY OF LITTLE ROCK, ARKANSAS
Mayor J. . Ben field
74
Exhibit A
ACKNOWLEDGMENT AND CONSENT
The City of Little Rock, Arkansas (the "City "), lessor under
that certain Lease and Agreement, dated as of November 1, 1977, by
and between the City and Hoover Universal, Inc., a Michigan
corporation which is assignee of North American Metals, Inc.
( "Hoover "), as lessee (the Lease "), and Seller under that certain
Installment Sale Agreement, dated December 1, 1982, by and between
the City and Hoover (the "Sale Agreement "), (1) does hereby
represent that the Lease and the Sale Agreement are in full force
and effect on this date, (2) does hereby represent that the City is
not aware of any default that is continuing by either the City or
Hoover under the Lease or the Sale Agreement, (3) without
releasing Hoover of its liabilities under the Lease and the Sale
Agreement, does hereby acknowledge and consent to the assignment
by Hoover of its right, title and interest in and to the Lease and
the Sale Agreement to Universal Die Casting, Inc., a Maryland
Corporation ( "Universal ") and (4) without releasing Hoover or
Universal of its liabilities under the Lease and the Sale
Agreement does hereby consent to Universal's grant of a mortgage
on and security interest in its interest in the Lease and the Sale
Agreement to Hoover and to Security Pacific Business Credit, Inc.
for collateral purposes to seclzre certain of Universal's
obligations to Hoover and Security Pacific Business Credit, Inc.
ATTEST:
- I
(SEAL)
CITY OF LITTLE ROCK, ARKANSAS
W _M M = me = M r mr M = M M
ACKNOWLEDGMENT
STATE OF ARKANSAS
COUNTY OF PULASKI
On this day of , 1984, before me,
a Notary Public duly commissioned, qualified and acting within
and for the State and County aforesaid, appearing in person the
within named
and
Mayor and City Clerk, respectively, of the City of Little Rock,
Arkansas, a municipality of the State of Arkansas, to me
personally known, who stated that they were duly authorized
in their respective capacities to execute the foregoing
instrument for and in the name of the municipality, and further
stated and acknowledged that they had signed, executed and
delivered the foregoing instrument for the consideration, uses
and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF,
official
seal this day of
My commission expires:
(SEAL)
I have hereunto set my hand and
Notary Public
75
Exhibit B
ASSIGNMENT AND ASSUMPTION AGREEMENT
M M r
`iHEREAS, the City of Little Rock, Arkansas (the "City "),
issued its industrial development revenue bonds under the
provisions of Act No. 9 of the First Extraordinary Session of
the Sixty- Second General- Assembly of the State of Arkansas,
approved January 21, 1960, as amended, in the principal amount
of $2,000,000, designated "Industrial Development Revenue Bonds
- North American Project, Series A ", dated November 1, 1977
(the "Bonds "); and
WHEREAS, the proceeds derived from the sale of the Bonds
were applied to the acquisition of real property, the
construction of buildings and improvements thereon, and the
acquisition and installation of certain machinery and equipment
(the "Project "), which Project was leased to and operated by
North American Metals, Inc., an Arkansas corporation (the
"Company "), pursuant to the provisions of a Lease and Agreement
dated as of November 1, 1977, wherein the City is Lessor and
the Company is Lessee, which Lease and Agreement was recorded
in the Office of the Circuit Clerk and Ex- Officio Recorder of
Pulaski County, Arkansas, on November 1, 1977, as Instrument
No. 77 -04583 (the "Lease "), and which Lease covers the
following- described real property situated in Pulaski County,
Arkansas, to -wit:
A tract of land situated in the North Half of the
Northeast Quarter of Section 21, Township 1 North,
Range 11 West, in the City of Little Rock, in Pulaski
County, Arkansas, more particularly described as
follows: Commencing at the Northeast corner of said
Section 21; thence North 88 degrees 47' 31" West,
388.47 feet along the centerline of Frazier Pike;
thence South 01 degrees 33' 10" West, 60 feet to the
South right -of -way line of Frazier Pike and the point
of beginning; thence South 01 degrees 33' 10" West,
294.00 feet; thence North 88 degrees 47' 31" West,
900.46 feet to the East Right -of -way line of Fourche
Dam Pike; thence along said East right -of -way line
North 01 degrees 33' 10" East, 244.29 feet; thence
continuing along the street right -of -way along a
curve to the right having a radius of 50.0 feet and a
chord bearing North 46 degrees 22' 50" East, 70.50
feet to the South right -of -way line of Frazier Pike;
thence South 88 degrees 47' 31" East, 850.75 feet to
the point of beginning; ALSO KNOWN AS Tract A, Area
103, a replat of part of Area 103, LITTLE ROCK PORT
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INDUSTRIAL PARK as shown on plat dated September 30,
1977, prepared by Garver & Garver, Inc., Engineers;
/C nd
WHEREAS, payment of the principal of, premium, if any, and
interest on the Bonds was guaranteed by the Company pursuant to
a Bond Guaranty Agreement dated as of November 1, 1977 between
Worthen Bank & Trust Company, N.A., as trustee, the Company, as
corporate guarantor, and certain individual guarantors (the
"Guaranty Agreement "); and
WHEREAS, in connection with the issuance of the Bonds, the
Company obligated itself to make payments in lieu of ad valorem
taxes to the City under the terms of a Letter Agreement dated
as of November 1, 1977 (the "Agreement for Payments in Lieu of
Taxes "); and
WHEREAS, the Company and Hoover Universal, Inc., a
Michigan corporation ( "Hoover "), entered into an Asset Purchase
Agreement dated as of November 13, 1981, wherein the parties
have agreed for the Company to sell and transfer to Hoover and
Hoover to purchase from the Company certain assets of the
Company, including all rights of the Company under the Lease;
and
WHEREAS, the Company, Hoover, the City, and Worthen Bank
and Trust Company, N.A., as trustee (the "Trustee ") entered
into an Assignment and Assumption Agreement. on. .January 15,
1982, which agreement was recorded in the office of the
Circuit Clerk and Ex- Officio Recorder of Pulaski County,
Arkansas, on February 18, 1982, as Instrument No. 82 -5332,
whereby the Company transferred certain of its rights under the
Lease and Hoover expressly assumed certain obligations of the
Company under the Lease, Guaranty Agreement, and the Agreement
for Payments in Lieu of Taxes; and
WHEREAS, Hoover and Universal Die Casting, Inc., a
Maryland corporation ( "Universal ") have entered into a Purchase
Agreement dated as of January , 1984, wherein the parties
have agreed for Hoover to sell and transfer to Universal and
Universal to purchase from Hoover certain assets of Hoover,
including all rights of Hoover under the Lease.
NOW, THEREFORE, for a valuable consideration, the
sufficiency and receipt of which are hereby acknowledged,
Hoover and Universal agree as follows:
(1) (a) Pursuant to the Purchase Agreement, Hoover does
hereby transfer, assign, negotiate and set over to Universal
all of its right, title and interest as Lessee under the Lease.
E
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rOffim M M M me � M M M
W
(b) Notwithstanding paragraph (1)(a)„ Hoover
specifically reserves the right, upon the failure of Universal
to t the basic rent or additional rent payments required by
Sect �n 303 of the Lease or upon any other default by Universal
under the Lease or the Guaranty Agreement, to re -enter and take
possession of the Project and be restored to all of its right,
title and interest as Lessee under the Lease, including, but
not limited to, its rights under Section 2002 of the Lease.
This remedy is in addition to any other rights or remedies
which are available to Hoover upon the default of Universal
under the Lease and the right to receive refund payments from
the Trustee under Section 509 of the Indenture securing the
Bonds.
(2) Universal expressly assumes:
(a) Pursuant to Section 1601 of the North
American Lease, all of the obligations of
the Company and Hoover as Lessee under the
Lease.
(b) Pursuant to Section 2.6 of the Guaranty
Agreement, all of the obligations of the
Company and as corporate guarantor under
the Guaranty Agreement.
(c) All obligations of the Company and Hoover
under the Agreement for Payments .::i- n.Lieu of
Taxes.
(d) As security for its performance of the
obligations of Hoover as Lessee under the
Lease, Universal will execute, upon the
transfer to Universal of Hoover's right,
title and interest as Lessee under the
Lease, a Leasehold Mortgage and a Security
Agreement. The Leasehold Mortgage and the
Security Agreement, among other things,
will provide for the right of Hoover to
re -enter the Project and be restored to its
position as Lessee under the Lease in the
event of any default under the Lease by
Universal. The Leasehold Mortgage and the
Security Agreement.. shall also provide for
certain indemnities given by Universal to
Hoover in the event of its nonperformance
of its obligations under the Bond
documents. The Leasehold Mortgage and the
3
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(3)
79
Security Agreement will constitute liens on
the mortgaged property that are inferior to
the lien of the Bonds.
Universal represents and warrants that:
(a) It has the ability to repay the interest
and principal on the North American Bonds
as those payments become due.
(b) It is qualified to do business as a foreign
corporation in the State of Arkansas.
(4) Universal agrees to:
(a) Indemnify and save Hoover harmless against
and from all claims by or on behalf of any
person, firm or corporation arising from
the conduct or management of, or from any
work or thing done on, the Leased Premises
(as defined in the Lease) during the term,
and against and from all claims arising
during the term from (i) any condition of
the Leased Premises; (ii) any breach or
default on the part of Universal in the
performance of any of its obligations under
the Lease; (iii) any act or negligence of
Universal or any of _, -its s;;:- agents,
contractors, servants, employees or
licensees; or (iv) any act or negligence of
any assignee or sublessee of Universal, or
of any agents, contractors, servants,
employees or licensees of any assignee or
sublessee of Universal. Universal shall
indemnify and save Hoover harmless from and
against all costs and expenses incurred in
or in connection with any such claim
arising as aforesaid, or in connection with
any action or proceeding brought thereon,
and upon notice from Hoover, Universal
shall defend Hoover in any such action or
proceeding.
(b) Allow Hoover to,, in the event of any
nonperformance (such nonperformance to
include the failure of Universal to comply
M.-ate M M
A
�ew M M M MW M M r M
with any provision of the Lease or the
Guaranty Agreement, whether such failure is
specifically defined therein as an "event
of default ") under the Lease or the
Guaranty Agreement by Universal, observe,
keep or perform any other covenant,
condition, promise or agreement set forth
in the Lease and hereby entitles Hoover, in
the name of the Lessee under the Lease, in
the name of Universal or in its own name
(in accordance with the provisions of the
Trust Indenture) to enforce each and every
right or remedy recorded in the Lease to
Lessee.
(5) The Trustee hereby agrees to give notice to Hoover in
the event of default under the Lease as soon as practicable
after the Trustee has actual notice of such default.
(6) All parties to this Assignment and Assumption
Agreement hereby certify that they have no knowledge of any
event of default as defined under the Trust Indenture, Guaranty
Agreement or Lease. All parties also certify they have no
knowledge of any occurrence which, with the passage of time,
would constitute such an event of default.
(7) The Trustee and the City hereby acknowledge due
notification of the assignment by Hoover of ... its.. rights under
the Lease to Universal and, to the extent required by the
Lease, consent to such assignment.
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the day of January, 1984.
ATTEST:
Titie
(SEAL)
5
HOOVER UNIVERSAL, INC.
am
Tit
os
mom / M M
UNIVERSAL DIE CASTING, INC. 81
9z
ATTEST:
(Title)
Title
(SEAL)
The City of Little Rock, Arkansas, as Lessor in the
within - described Lease, hereby consents to the execution of
this Assignment and Assumption Agreement.
DATED: March' 7 , 1984.
CITY OF LITTLE ROCK, ARKANSAS
By: / 77�
Mayor �—
ATTES
V City -C1
(SEAL)
Worthen Bank and Trust Company, N.A., as Trustee, hereby
consents to the execution of this Assignment and Assumption
Agreement.
DATED: January , 1984.
ATTEST:
By:
(Title)
(SEAL)
N
WORTHEN BANK AND TRUST
COMPANY, N.A., TRUSTEE
Tit
STATL OF ARKANSAS )
COUNTY OF PULASKI )
M M M me
ACKNOWLEDGMENT
ss:
M M M M
On this day of January, 1984, before me, a
Public, duly commissioned, qualified and acting, within
the State and County aforesaid, appeared in person the
named and
Notary
and for
within
and
respectively, of Hoover Universal, Inc., to me personally
known, who stated that they were duly authorized in their
respective capacities to execute the foregoing instrument ofr
and in the name of said corporation, and further stated and
acknowledged that they had signed, executed and delivered the
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal on the date and year first written above.
MY COMMISSION EXPIRES:
(S E A L)
7
Y PUBLIC
m
me = = = M
ACKNOWLEDGMENT
STAT'L OF ARKANSAS )
ss:
COUNTY OF PULASKI )
On this day of January, 1984, before me, a Notary
Public, duly commissioned, qualified and acting, within and for
the State and County aforesaid, appeared in person the within
named and
and
respectively, of Universal Die Casting, Inc., to me personally
known, who stated that they were duly authorized in their
respective capacities to execute the foregoing instrument ofr
and in the name of said corporation, and further stated and
acknowledged that they had signed, executed and delivered the
foregoing instrument for the consideration, uses and purposes
therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand and
official seal on the date and year first written above.
MY COMMISSION EXPIRES:
(S E A L)
E:3
NOTARY PUBLIC