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n /k /a Society National Bank, Indiana as Trustee ( "Trustee "). The City sold the Bond <br />to St. Joseph Bank and Trust Company n /k /a/ Society National Bank, Indiana <br />( "Bondholder "). The City loaned the proceeds of the Bond to Cole Associates, Inc. <br />( "Company "). Pursuant to the Indenture, the Trustee is acting as the representative <br />of the City and the Commission in order to perform their duties under the Indenture, <br />the Trustee is acting as the representative of the City and the Commission in order <br />to perform their duties under the Indenture. <br />The Company entered into an Agreement of Purchase and Sale of Assets dated <br />October 1, 1992 by which it agreed to sell all its assets including its name to a <br />purchaser who has taken the name Cole Associates, Inc. ( "Purchaser "). The Company <br />has formally changed its name to CAI Development Corporation. The Company, the <br />Purchaser, the Trustee and the Bondholder have entered into an agreement <br />( "Agreement ") which provides that the Purchaser will assume all of the obligations <br />of the Company under the Indenture and that the Company will be released from all of <br />its obligations under the Indenture. <br />The Consent of the City to the Trustee's permitting the Purchaser to assume all <br />the obligations of the Company under the Indenture will be beneficial to all parties <br />including the City. It is therefore voted to adopt the following resolution: <br />"RESOLVED the City of South Bend hereby agrees that the provisions of the <br />Indenture may be amended to provide the Purchaser will assume all the obligations of <br />the Company thereunder and that the Company shall have no further obligations <br />thereunder. The Mayor is hereby authorized and directed to sign the agreement which <br />contains these terms." <br />/s/ Stephen Luecke <br />Member of the Common Council <br />RESOLUTION NO. 2078 -93 A RESOLUTION OF THE SOUTH BEND COMMON COUNCIL ECONOMIC <br />DEVELOPMENT REVENUE BOND - SERIES 1986 (COLE ASSOCIATES, <br />INC. PROJECT) <br />The City of South Bend ( "City ") issued its Economic Development Revenue Bond, <br />Series 1986 ( "Cole Associates, Inc. Project ") ( "Bond ") in the aggregate principal <br />amount of One Million Five Hundred Thousand Dollars ($1,500,000) pursuant to a Trust <br />Indenture dated as of May 16, 1986 from the City to St. Joseph Bank and Trust company <br />n /k /a/ Society National Bank, Indiana ( "Trustee "). The City sold the Bond to St. <br />Joseph Bank and Trust Company n /k /a/ Society National Bank, Indiana ( "Bondholder "). <br />The City loaned the proceeds from the sale of the Bond to Cole Associates, Inc. <br />( "Company ") pursuant to the provisions of a Loan Agreement, Mortgage and Security <br />Agreement ( "Loan Agreement ") dated as of May 16, 1986. To document and secure the <br />loan from the City, the Company executed and delivered to the City the Series 1986 <br />Note, the Loan Agreement and a Collateral Assignment of Leases and Rents <br />(collectively, the "Bond Loan Documents "). The City assigned the Bond Loan Documents <br />to the Trustee. <br />The Company entered into an Agreement of Purchase and Sale of Assets dated <br />October 1, 992 (Asset Purchase Agreement "). Under the terms of the Asset Purchase <br />Agreement, the purchaser ( "Purchaser ") purchased, among other things, the right to <br />use the name Cole Associates, Inc. and has adopted that name. The Company formally <br />changed its name to CAI Development Corporation. <br />Pursuant of the Asset Purchase Agreement, Purchaser is to assume all the <br />obligations of the Company under the Bond Loan Documents and the Company is to be <br />released from all liability thereunder. The Company, the Purchaser, the Trustee and <br />the Bondholder have entered into an Agreement ( "Agreement ") providing for the <br />assignment of the Bond Loan Documents to the Purchaser and the release of all <br />liability of the Company thereunder. <br />The consent of the South Bend Common Council to the Trustee's permitting the <br />Purchaser to assume the Company's obligations under the Bond Loan Documents will be <br />beneficial to all parties including the City. It is therefore voted to adopt the <br />following resolution: <br />"RESOLVED" the South Bend Common Council hereby agrees that the Purchaser may <br />assume the obligations ft the Company under the Bond Loan Documents and that the <br />Company may be released from all liability thereunder. The Mayor is hereby <br />authorized and directed to sign the Agreement which contains these terms." <br />/s/ Stephen Luecke <br />Member of Common Council <br />A public hearing was held on the resolutions at this time. Kenneth Fedder, attorney <br />representing Cole Associates, indicated the company has been sold and these bonds are <br />being transferred from the old Cole to the new Cole. He indicated the new Cole will <br />assume the rights and obligations. Council Member Coleman made a motion to adopt <br />Resolution No. 2077 -93, seconded by Council Member Zakrzewski. The resolution was <br />adopted by a roll call vote of nine ayes. Council Member Zakrzewski made a motion to <br />adopt Resolution No. 2078 -93, seconded by Council Member Coleman. The resolution was <br />adopted by a roll call vote of nine ayes. <br />RESOLUTION NO. 2079 -93 A RESOLUTION CONFIRMING THE ADOPTION OF A DECLARATORY <br />RESOLUTION DESIGNATING CERTAIN AREAS WITHIN THE CITY OF <br />