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HomeMy WebLinkAboutAuthorizing the Issuance $6,000.00 $3,000.00 ABS Industries Inc GuarantorORDINANCE No. 7254 -83 Passed by the Comm in Council of the City of South Bend, Indiana September 26, rq 83 IRENE K. GAMMON Presented by me to the Mayor of the City of South Bend, Indiana September 27, ro83 Clerk of Common Council IRENE K. GAMMON Approved and signed by me Clerk - ORDINANCE NO. %?,S' - 3 AN ORDINANCE AMENDING GENERAL ORDINANCE NO. 6622 -79, PASSED AUGUST 13, 1979, AUTHORIZING THE ISSUANCE OF $6,000,000 CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS (SOUTH BEND FORGE, INC. PROJECT) (ABS INDUSTRIES, INC. - GUARANTOR) AND GENERAL ORDINANCE NO. 6781 -80, PASSED MAY 27, 1980, AUTHORIZING THE ISSUANCE OF $3,000,000 CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS, SERIES 1980 (SOUTH BEND FORGE, INC. PROJECT) (ABS INDUSTRIES, INC. - GUARANTOR); AND AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDED BONDS AND OF A SECOND SUPPLEMENTAL TRUST INDENTURE AND SECOND SUPPLEMENTAL LOAN AGREEMENT. On August 13, 1979, the Common Council (the "Legislative Authority ") of the City of South Bend, Indiana (the "Issuer ") duly passed General Ordinance No. 6622 -79 (the "Original Bond Legislation ") providing for the issuance of $6,000,000 Economic Development First Mortgage Revenue Bonds (South Bend Forge, Inc. Project) (ABS Industries, Inc. - Guarantor), dated as of July 1, 1979 (the "Series 1979 Bonds ") for the purpose of making a loan to assist South Bend Forge, Inc. (the "Company ") in the financing of costs of acquiring, constructing and equipping real and personal property comprising economic development facilities to be owned and operated by the Company. In order to provide revenues sufficient to pay the principal of, premium, if any, and interest on the Series 1979 Bonds, the Issuer and the Company entered into a Loan Agreement dated as of July 1, 1979 (the "Original Loan Agreement "). In order to secure the Series 1979 Bonds the Issuer and First Bank and Trust Company of South Bend (now known as First Source Bank), as Trustee (the "Trustee "), entered into a Trust Indenture dated as of July 1, 1979 (the "Original Indenture "). On May 27, 1980, the Legislative Authority duly passed General Ordinance No. 6781 -80 (the "1980 Bond Legislation ") providing for the issuance, pursuant to the provisions regarding Additional Bonds contained in the Original Indenture, of $3,000,000 Economic Development First Mortgage Revenue Bonds, Series 1980 (South Bend Forge, Inc. Project) (ABS Industries, Inc. - Guarantor), dated as of May 1, 1980 (the "Series 1980 Bonds ") for the purpose of paying costs of the acquisition, construction and installation of additional economic development facilities to be owned and operated by the Company. In order to provide sufficient and additional revenues to pay the principal of, premium, if any, and interest on the Series 1980 Bonds, the Issuer and the Company entered into a First Supplemental Loan Agreement dated as of May 1, 1980 (the "First Supplemental Loan Agreement "). In order to secure the Series 1980 Bonds, the Issuer as the Trustee - 2 - entered into a First Supplemental Trust Indenture dated as of May 1, 1980 (the "First Supplemental Trust Indenture "). The Company has requested that the Legislative Authority amend certain provisions of the Original Bond Legislation, the 1980 Bond Legislation, the Series 1979 Bonds and the Series 1980 Bonds in order to maintain the economic viability of the facilities and thereby preserve employment opportunities within the Issuer and benefit the health and welfare of the Issuer by continuing to provide for the expansion of economic development facilities within the Issuer. The Company, the Trustee, and Morgan Guaranty Trust Company of New York, New York, New York, National City Bank, Cleveland, Ohio, Central National Bank of Cleveland, Cleveland, Ohio, First Source Bank (formerly known as First Bank and Trust Company of South Bend), South Bend, Indiana, and Farmers Bank and Trust Company, Ashtabula, Ohio, as holders of the Series 1979 Bonds, and American Securities Bank, N.A., as holder of the Series 1980 Bonds (collectively, the "Holders ") have each expressed an intention to consent to such amendments. Two (2) copies of this Ordinance are on file in the office in the Clerk of the Legislative Authority for public inspection. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, that: Section 1. Amendments to the Original Bond Legislation and the R,-rip1R 1979 Ronde _ (a) Exhibit A to the Original Bond Legislation is hereby amended by replacing that Exhibit with the form of the new Exhibit A attached hereto. Such new Exhibit A shall constitute the amended form of Series 1979 Bonds, as amended hereby. (b) The definition of "Interest Payment Date" in Section *3 of the Original Bond Legislation is hereby amended to read as follows: "Interest Payment Date" means the first day of each October, January, April and July, commencing October 1, 1979 to and including January 1, 1983, and there- after, September 30, 1983, December 31, 1983, March 31, 1984, June 30, 1984, September 30, 1984, December 31, 1984, March 31, 1985, June 30, 1985, September 30, 1985, and January 2, 1986. Section 2. Amendments to the 1980 Bond Legislation. (a) Exhibit A to the 1980 Bond Legislation is hereby amended by replacing that Exhibit with the form of Exhibit B attached hereto. Such Exhibit B shall constitute the amended form of Series 1980 Bonds, as amended hereby. - 3 - (b) The definition of "Interest Payment Date" contained in Section 3 of the 1980 Bond Legislation is hereby amended to read as follows: "Interest Payment Date" means, as to the Series 1980 Bonds, the first day of each August, November, February and May, commencing August 1, 1980 to and including February 1, 1983, and thereafter, September 30, 1983, December 31, 1983, March 31, 1984, June 30, 1984, September 30, 1984, December 31, 1984, March 31, 1985, June 30, 1985, September 30, 1985 and January 2, 1986. Section 3. Execution of Documents. The Mayor, the Clerk and such other officials of the Issuer as are appropriate are authorized and directed to make the necessary arrangements with the Holders to establish the date, location, procedures and conditions for the delivery to the Holders of the amended Series 1979 Bonds and Series 1980 Bonds in the amended forms attached hereto as Exhibit A and Exhibit B, respectively, and to take all steps necessary to effect due execution and delivery of the amended Series 1979 Bonds and Series 1980 Bonds to the Holders under the terms of this Ordinance, and to exchange the amended Series 1979 Bonds and Series 1980 Bonds for the Series 1979 Bonds and Series 1980 Bonds currently outstanding which shall then be cancelled by the Trustee. Those officials, as appropriate, are further authorized and directed to execute such certificates and instruments as are, in the opinion of Counsel to the Issuer and Squire, Sanders & Dempsey, necessary or appropriate to consummate the transactions provided for by this Ordinance. The Mayor and the Clerk are hereby further authorized and directed to execute a Second Supplemental Trust Indenture and Second Supplemental Loan Agreement substantially in the form attached hereto as Exhibit C, which instrument is hereby approved, with such changes therein not inconsistent with this Ordinance and not substantially adverse to the Issuer as may be permitted by applicable state law, the Original Trust Indenture and the First Supplemental Trust Indenture and as are approved by such officers. The approval of such changes by such officers, and that such are not substantially adverse to the Issuer, shall be conclusively evidenced by the execution of such instrument. Section and effect from President of the AILED I 5. Effective Date. This Ordinance shall be in full force and after its passage by the Common Council, signed by the Common Council and approved by the Mayor. X 7�, Comm* Council Irene Ga Adopted by this Common Council on the day of September, 1983, and CIiYCLERK,SQI g I by the Mayor on the day of September, 1983. tt READING PUSLIC HEARING 9,?6 -jf.3 City Clerk 2,d READING NOT APPROVED Q _ a6 - ,F-3 REFERRED PASSED 9. Economic Development Commission Jerry Hammes, President Walter Szymkowiak, Vice President Walter A. Mucha, Secretary Kenneth P. Fedder, Counsel Alice Neddo, Asst. Sec. CITY of SOUTH BEND ROGER O. PARENT, Mayor September 21, 1983 Members of the Common Council of the City of South Bend County -City Building South Bend, Indiana 46601 FILED 19 CLE .11 OFFICE Irene Gammon CITY CLERK, SOUTH BEND, IND. Alice Neddo Staff Administrator 230 W. Jefferson Boulevard P.O. Box 1677 South Bend, Indiana 46634.1677 (219) 234 -0051 Re: AN ORDINANCE AMENDING GENERAL ORDINANCE NO, 6622 -79, PASSED AUGUST 13, 1979, AUTHORIZING THE ISSUANCE OF $6,000,000 CITY OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS (SOUTH BEND FORGE, INC. PROJECT) (ABS INDUSTRIES, INC. GUARANTOR) AND GENERAL ORDINANCE NO. 6781 -80, PASSED MAY 27, 1980, AUTHORIZING THE ISSUANCE OF $3,000,000 OF SOUTH BEND, INDIANA, ECONOMIC DEVELOPMENT FIRST MORTGAGE REVENUE BONDS, SERIES 1980 (SOUTH BEND FORGE, INC. PROJECT) (ABS INDUSTRIES, INC, GUARANTOR); AND AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDED BONDS AND OF A SECOND SUPPLEMENTAL TRUST INDENTURE AND SECOND SUPPLEMENTAL LOAN AGREEMENT, Dear Councilmen: The South Bend Economic Development Commission has received an application from South Bend Forge, Inc., to permit a sale of the economic development facilities owned and operated by South Bend Forge, Inc., which is a subsidiary to ABS Industries, Inc., to Steven J, Bandawat, The Commission has been advised that, because of difficult times, the parent company, ABS Industries, Inc., desires to sell the facilities owned and operated by South Bend Forge, Inc., and Mr. Bandawat is willing to assume the obligation and continue the operation of the plant facility in South Bend, Indiana, as well as maintain the employees working presently at the plant, I am enclosing a copy of a letter dated September 20, 1983, from the Law Firm of Squire, Sanders & Dempsey as further explanation to assist you in acting on this Ordinance. By.successfully concluding Ordi nce, we will continue in e South Bend area and t ewith, ec P, FEDDER :ram this matter with the passage of the to assure the operation of this facility the maintenance of the jobs attended