HomeMy WebLinkAbout26-91 RESOLUTION•
RESOLUTION NO. 26-91
A RESOLUTION AUTHORIZING THE SALE OF CERTAIN
PARCELS OF REAL PROPERTY BY BALDWIN PIANO &
ORGAN COMPANY; AUTHORIZING THE RELEASE OF THE
TRUSTEE'S, LIEN ON SUCH 'PARCELS; AUTHORIZING.
THE SUBLEASE OF CERTAIN FACILITIES BY BALDWIN
PIANO & ORGAN COMPANY; AUTHORIZING AND
PRESCRIBING OTHER MATTERS PERTAINING THERETO.
WHEREAS, the City of Fayetteville, Arkansas (the "City"), has
provided permanent financing, through the issuance of $2,150,000 in
principal' amountof nits Industrial 4Development Revenue Bonds,
Series 1984 (Baldwin Piano & Organ Company Project) (the "Bonds"),
of the costs of the acquisition of industrial facilities and the
acquisition and installation of equipment (the "Project"), that the
City leases to Baldwin Piano & Organ Company, a Delaware
corporation (the "Company"), as part of an industrial plant
operated by the Company (the "Facilities") within the boundaries of
the City; and
WHEREAS, the Project and the Facilities are leased by the City
to the Company pursuant to a Lease Agreement dated December 1, 1984
(the "Lease"); and
WHEREAS, The Bonds have been sold to Deposit Guaranty National
Bank, Jackson, Mississippi; and the Bonds are subject to a Trust
Indenture dated as of December 1, 1984 (the "Indenture") between
the City and Deposit Guaranty National Bank, as trustee
("Trustee"); and
WHEREAS, in accordance with Section 11.7(a) of the Lease, the
Company has provided the city with a notice, attached as Exhibit A
(the "Notice"), containing the following information: (1) legal
descriptions of the parcels of property that the Company intends to
purchase and then sell to third parties ("Sale 'Property");'(2) a
statement that the Company intends to exercise its option to
purchase the Sale Property pursuant to the terms of the Lease at
some time after the passage of this Resolution; and (3) a statement
that the Company is not in default under the Lease; and
WHEREAS, the City has received a certificate of McClelland
Consulting Engineers Incorporated in the form attached as Exhibit
B, as required by Section 11.7(b) of the Lease; and
WHEREAS, the Company also intends to sublease a portion of the
Facilities pursuant to Section 9.1 of the Lease.
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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE CITY OF FAYETTEVILLE, ARKANSAS:
Section 1. That the City is not in default under the
Indenture and the Company is not to the knowledge of the City in
default under the Lease.
Section 2. That the legal descriptions of the Sale Parcels
are attached hereto as Exhibit C. •
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Section 3. That the Company be permitted to exercise its
option to purchase the Sale Parcels, so that the Company can
purchase the Sale Parcels and resell the Sale Parcels to third
parties chosen by'the Company. The City understands that the
Company no longer intends to use the Sale Parcels*for future
expansion; therefore, it is in the best interests of the City that
the Sale Parcels be sold to other entities that would own and
possibly develop the Sale Parcels and thereby contribute to the
future economic development of the City. The Sale Parcels may be
further subdivided for the purpose of sale by the Company in any
manner deemed necessary by the Company. The terms and conditions
of any and all sales of the Sale Parcels, or any portion thereof,
by the Company shall be within the full and absolute discretion of
the Company, provided such sale or sales are otherwise in
accordance with the terms of the Lease.
Section 4. That the City hereby shall, and directs the
Trustee to, release their respective liens on the Sale Parcels, or
any portion thereof; at such times as requested by the Company.
Section 5. That the Company may sublease a portion of the
Facilities to First Brands, Inc. and such other parties as chosen
by the Company, provided such sublease otherwise complies with the
terms and conditions of the Lease.
Section 6. That the Mayor and City Clerk, for and on
behalf of the City, be, and they are hereby authorized and directed
to do any and all things necessary to effect the performance of all
acts of whatever nature necessary to effect and carry out the
authority conferred by this Resolution. That the Mayor and City
Clerk be, and they are hereby, further authorized and directed, for
and on behalf of the City, to execute all papers, documents,
certificates and other instruments that may be required for the
carrying out of such authority or to evidence the exercise thereof.
Section 7. That the provisions of this Resolution are
hereby declared to be separable, and if any section, phrase or
provision shall for any reason be declared to be invalid, such
declaration shall not affect the validity of the remainder of the
sections, phrases and provisions.
Section 8. That all ordinances, resolutions and parts
thereof in conflict herewith are hereby repealed to the extent of
such conflict.
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PASSED AND APPROVED this 19th day of February , 1991.
1 %D
By: /60.01.44 c titfice t44---- •
city c
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APPROVED:
By: ar7 ed!/
Mayor
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FEB 28 '91 15:09 MCCLELLAND CONS.ENG. P.2/4
McClelland Consulting Engineers, Inc.
P.O. Box 1229, Fayetteville, Arkansas 72702-1229 (501) 443-2377
CERTIFICATE
With respect to the real property identified as Parcel 1
of Tract 1 on the attached Plat of Survey, the undersigned is of
the opinion the (i) the Parcel is not needed for the continuation
of Baldwin Piano •& Organ Company's ("Baldwin") project and current
industrial facilities located in Fayetteville, Arkansas adjacent to
the Parcel, and (ii) the purchase of the Parcel, or any portion
thereof, by a third party will not materially impair the usefulness
of Baldwin's main building and facilities located adjacent to the
Parcel, and will not materially interfere with the means of ingress
and egress thereto. Our opinions herein are based solely upon our
past and present surveys and other work for Baldwin in connection
with its real property and a letter dated February 1, 1991 of
Baldwin Piano and Organ Company to the undersigned regarding said
Parcel.
DATED February 15, 1991
McCLELLAND CONSULTING ENGINEERS
INCORPORATED
BY:
ITS: Proiect Manager
FEB 28-'91 15:09 MCCLELLPND CONS.ENG.
� n Amm
„i°w McClelland Consulting Engineers, Inc.
P.3/4
P.O. Box 1229, Fayetteville, Arkansas 72702-1229 (501) 443-2377
CERTIFICATE
With respect to the real property identified as Tract 2 on the
attached Plat of Survey, the undersigned is of the opinion the (i)
the Parcel is not needed for the continuation of Baldwin Piano &
Organ Company's ("Baldwin") project and current industrial
facilities located in Fayetteville, Arkansas adjacent to the
Parcel, and (ii) the purchase of the Parcel, or any portion
thereof, by a third party will not materially impair the usefulness
of Baldwin's main building and facilities located adjacent to the
Parcel, and will not materially interfere with the means of ingress
and egress thereto. Our opinions herein are based solely upon our
past and present surveys and other work for Baldwin in connection
with its real property and a letter dated February 1, 1991 of
Baldwin Piano and Organ Company to the undersigned regarding said
Parcel.
DATED February 15, 1991
McCLELLAND CONSULTING ENGINEERS
INCORPORATED
BY: L��421.14>L
Wayne nes, P.E.
ITS: Project Manager
FEB 20- '91 15 10 MCCLELLAND CONS.ENG. P.4/4
fl McClelland Consulting Engineers, Inc.
P.O. Box 1229, Fayetteville, Arkansas 72702-1229 (501) 443-2377
CERTIFICATE
With respect to the real property identified as Parcel 2 of
Tract 1 on the attached Plat of Survey, the undersigned is of the
opinion the (i) the Parcel is not needed for the continuation of
Baldwin Piano & Organ Company's ("Baldwin") project and current
industrial facilities located in Fayetteville, Arkansas adjacent to
the Parcel, and (ii) the purchase of the Parcel, or any portion
thereof, by a third party will not materially impair the usefulness
of Baldwin's main building. and facilities located adjacent to the
Parcel, and will not materially interfere with the means of ingress
and egress thereto. Our opinions herein are based solely upon our
past and present surveys and other work for Baldwin in connection
with its real property and a letter dated February 1, 1991 of
Baldwin Piano and Organ Company to the undersigned regarding said
Parcel.
DATED_February 15.. 1991
McCLELLAND CONSULTING ENGINEERS
INCORPORATED
BY:
1/4?
ynP.E.
ITS: Project Manager
Baldwin Piano & Organ Company
422 Wards Corner Road
Loveland, Ohio 45140
January 30, 1991
City of Fayetteville, Arkansas
City Hall
113 West Mountain Street
Fayetteville, Arkansas 72701
Attention: Jerry Rose, City Attorney
Dear Mr. Rose:
The City of Fayetteville, Arkansas ("City") owns certain
real property which is leased to Baldwin Piano & Organ Company
("Baldwin") pursuant to a Lease Agreement dated as of December 1,
1984 (the "Lease"). This real property is also subject to the lien
of Deposit Guaranty National Bank, as trustee ("Trustee"), pursuant
to a Trust Indenture dated as of December, 1984 between the City
and the Trustee (the "Indenture").
Baldwin intends to exercise its option to purchase
certain parcels of the real property pursuant to Section 11.7 of
the Lease. Therefore in accordance with Section 11.7 of the Lease,
you are notified as follows:
(1) Baldwin intends to exercise its option to purchase
the parcels of real property identified as Parcel
1, Parcel 2 and Tract 2 at some time after the
passage of the City's Resolution authorizing such
exercise and purchase.
(2) The legal descriptions of Parcel 1, Parcel 2 and
Tract 2 are attached as Schedule A. Baldwin further
requests permission to subdivide such parcels in any
manner Baldwin deems appropriate.
(3) Baldwin is not in default under the Lease.
Baldwin also requests the City's approval of the
subleasing of certain existing facilities, pursuant to Section 9.1
of the Lease.
Your prompt attention to this matter will be greatly
appreciated.
FS19\HOME\ROHJ\26142. WP
BALDWIN PI . P & ORGAN\COMPANY
By:
Its: /ad 'Mt
EXHIBIT A
Yy dd 9. LLLLLLHHU bVHS. tI w.
SCHEDULE A
Parcel 1 of Tract 1
LEGAL D6,SCRIPTjON
That part of the Northeast Quarter (NE1/4) of the Northwest Quarter
(NW1/4) presently known as Block 8 of the replat of Westwood
Addition to the City of Fayetteville, in the State of Arkansas, as
recorded• in the Office of the Circuit Clerk and Ex -Officio Recorder
in and for Washington County, Arkansas, on the 16th day of May,
1958 in Book 508, Page 349 formerly described as Lots 7 through 12,
inclusive, Block 13; Lot 7 and the South Half S1/2 of Lot 8, Block
7; Lots 1 through 12 inclusive, Block 14; Lots 6 and 7 and the
South Half S1/2 of Lots 5 and 8, Block 8; Lots 1 through 12,
inclusive, Block 15; and Lots 6 and 7 and the South Half S1/2 of
Lots 5 and 8, Block 9, of Westwood Addition to the City of
Fayetteville, all in Section Twenty (20), Township Sixteen (16)
North, Range Thirty (30) West, and being more particularly
described as follows:
Commencing at a stone for the Southwest corner of the Northeast
Quarter (NE1/4) of the Northwest Quarter (NW1/4) of said Section
Twenty (20) and running thence South 88°53' East - 356.0 feet to an
iron pin; thence North 00'51' East 150.0 feet to the POINT OF
BEGINNING; thence continue North 000511 East - 300.0 feet to an
iron pipe, said point being more particularly described as the
Northwest corner of Block 8 of Westwood Addition to the City of
Fayetteville; thence South 88053' East 939.3 feet along the North
line of. said Block 8 to an iron pin in the West Right-of-way line
of Beechwood Avenue, which point is further located as being 25.0
feet West of the North-South centerline of said Section Twenty
(20); thence South 00°19' West - 300.0 feet along said Right-of-way
line to a set iron pin; thenoa North 88053' West - 942.1 feet to
the POINT OF BEGINNING, oontaininq 6.5 acres, more Or legit!,
Washington County, Arkansas. Subject to any easements and/or
rights-of-way of record.
:A14 U i ILLLLLLNI+U
Parcel 2 of Tract 1
LEGAL DESCRIP1'lQ=j
A part of the southeast Quarter (5E1/4) of the Northwest Quarter
(NW1/4) of Section Twenty (20), Township sixteen (16) North, Range
Thirty (30) West, and being more.particularly described as follows:
Commencing at an iron pin for the Southwest corner of the Southeast
Quarter (5E1/4) of the Northwest Quarter (NW1/4) of said Section
Twenty (20) and running thence South 89°33' East - 200.0 feet to a
concrete monument for the POINT OF BEGINNING; thence North - 373,9
feet to a set iron pin; thence South 88°54' East - 1116.8 feet to
a point on the East line of said Southeast Quarter (SE1/4) of the
Northwest Quarter (NW1/4); thence South 00°29' West - 361.2 feet
along said East line to the Southeast corner of said Southeast
Quarter (SE1/4) of the Northwest Quarter (NW1/4); thence North
89°33' West - 446.42 feet along the South line of the said
Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4) to a
concrete monument; thence North - 208.7 feet to a concrete
monument; thence North 89°33' West - 520.7 feet to a concrete
monument; thence South 208.7 feet to the South line of said
Southeast Quarter (SE1/4) of the Northwest Quarter (NW1/4); thence
North 69°33' West - 146.46 feet along said South line to the POINT
OF BEGINNING, containing 6.9 acres, more or less, Washington
County., Arkansas. Subject to any easements and/or rights-of-way of
record.
TRACT 2
Part of the SE 1/4 of the NW 1/4 and part of the SW
1/4 of the NW 1/4 of Section 20, Township 16 North, Range 30
West, Fayetteville, Washington County, Arkansas being more
particularly described as beginning at a stone at the NW
corner of aforementioned SE 1/4 of the NW 1/4 and running
thence S 88'53' E 200.0 feet; thence South 1310.6 feet to a
point in the South line of said Southeast Quarter, said point
being North 89' 33' West, 458.46 feet from a stone in the
South line of said Southeast Quarter; thence North 89° 33'
West, 200.0 feet to the Southwest corner of said Southeast
Quarter; thence North 89° 47' 17• West, 542.7 feet along the
said South line of said Northwest Quarter to a point in the
East Right -of -Way line of Highway 71; thence N 19°37' W 77.0
feet along said Right -of -Way line; thence N 25°07' W 405.7
feet along said Right -of -Way line; thence N 20°48' W 301.0
feet along said Right -of -Way line; thence N 06°26'E 235.8
feet along said Right -of -Way line, thence N 24°08' W 200.1
feet along said Right -of -Way line; thence N 17°53' W 214.39
feet to a point in the North line of the Sw 1/4 of the NW 1/4
of said Section 20; thence S 88°10' 46' E 969.1 feet along
said North line to the point of beginning, containing 29.76
acres more or less.
Being the same property as described as follows:
PERIMETER
Part of the SE 1/4 of the NW 1/4 and part'of the NE
1/4 of the NW 1/4 and part of the SW1/4 of the NW 1/4 all in
Section 20, Township 16 North,'Range 30 West, Fayetteville,
Washington County, Arkansas, being 'oore particularly
described as beginning at a stone at the NW corner of the
aforementioned SE 1/4 of the NW 1/4 and running thence S 88°
53' E 356.0 feet to an iron pin; thence N 00°51'E 450.0 feet
to an iron pin, which point is further described as the NW
corner of Block 8 of Westwood Addition to the City of
Fayetteville; thence S 88'53' E 939.3 feet along the North
line of said Block 8 to an iron pin in the West Right -of -Way
line of Beechwood Avenue, which point is further located as
25 feet West of the North-South centerline of said Section
20; thence S 00°19' W 450.0 feet along the West -Right -of -Way
line of Beechwood Avenue to an iron pin; thence S 88°53' E 25
feet to an iron pin that is the NE corner of aforementioned
SE 1/4 of the NW 1/4; thence S 00° 29' W 1298.0 feet along
the North-South centerline of said Section 20 to a point that
is the SE corner of the NW 1/4 of said Section 20; thence N
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a23 i
tlCv' I _.,F'a
lot
89. 33' W 446.42 feet along the South line of Said NW 1/4 to.
a concrete monument; thence North 208.7 feet to a concrete
monument; thence N 89. 33' W 520.7 feet to a concrete monu-
ment; thence South 208.7 feet to a concrete monument in the
South line of aforementioned NW 1/4; which point is further
described as being S 89. 33' E 346.46 feet from an iron pin
in the South line of said NW 1/4;, thence N 89.33' W-346_.46
feet along the South line of said NW 1/4 to an iron pin at
the SW corner of the aforementioned SE 1/4 of the NW 1/4;
thence N 89'47'17' W 542.7 feet. along the South line of said
NW 1/4 to a point in the East Right -of -Way line of Highway
71; thence N 19'37' W 77.0 feet along said Right -of -Way line;
thence N 25'07' W 405.7 feet along said Right -of -Way line;
thence N 20'48' W 301.0 feet along said Right -of -Way line;
thence N 06.26' E 235..8 feet along said Right -of -Way line;
thence N 24'08' W 200.1 feet along said Right -of -Way line;
thence N 17'53' W 214.39 feet along said Right -of -Way line to
a point on the North line of the aforementioned SW 1/4 of the
NW 1/4; thence S 88'10' 46" E 969.1 feet along the North line
of said SW 1/4 of the NW 1/4 to the point of beginning,
containing 70.50 acres, more or less.
Being the same property conveyed from Baldwin -United Leasing
Company to BPO Acquisition Corp. by deed dated .Aiir l'Y,lgnv ,
recorded .).; 71,48 , at Book 11' , Page / ,. from
Baldwin Plano a organ Company to BPO Acquisi't%n`Corp. by
deed dated �l ; , 140 , recorded ,42/trot, r? 1, at Book
Page 4;11 , an from the City of Fayetteville, Arkansas o
BPO Acquis tion Corp. by deed dated (fl :2U, gCjrq ,. recorded
.1.71,10/4.at Book ail, , Page f;
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A-3 BGW.11.27mi 2,38
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QUESTIONS? C
800-238-5355 TOLL FREE.
� 9387667354
Date
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Jeffrey L. fmhr
Company
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Terry . Rase, City Attorney(
Department/Floor No Company
ZIP Required
.14
City of-Favetteville, ARK.
Exact Street Address (We Carrot Deliver to PO Boxes or P 0 Zip S Codes.)
Department/ Floor No.
City Hall
113 'West Mountain Street
City State Z!P Aeq k
Pavetteville, Arkansas 72701
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51 ❑
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70 n HEAVYWEIGHT '•
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•19g0FEn
PAINTED H
USA
'Graydon
Head
Ritchey
1900 Fifth Third Center
511 Walnut Street
Cincinnati, Ohio 45202
(513) 621-6464
Facsimile (513) 651-3836
Mailing Address
P.O. Box 6464
Cincinnati, Ohio 45201
Northern Kentucky Office
Fuller Square Building
8100 Burlington Pike
Florence, Kentucky 41042
(606) 282-8800
Facsimile (606) 525-0014
Direct Dial Number:
(513) 629-2852
VIA FEDERAL EXPRESS •
Nelson Schwab, Jr.
Bruce I. Petrie
William H. Anderson
Joseph H. Head, Jr.
John L. Evans, Jr.
Robert L. Kreidler
William R. Hardy Thomas A. Brennan
Robert S. Marriott
John A. Flanagan*
Peter J. Strauss
Joseph E. Kane
Thomas A. Simons, Jr.
John J. Kropp
John B. Pinney
Glenn V. Whitaker*
William J. Baechtold
James J. Cunningham**
Susan J. Dlott**
Stephen L. Black
Thomas W. Kahle
Henry G. Alexander, Jr
Bruce A. Hoffman
Barbara Scott Bison*
Barbara A. Pantenburg
Michael A. Hirschfeld
Michael R. Barrett
Anthony G. Covatta
Christine A. Buttress**
Eric C. Okerson****
Bruce I. Petrie, Jr.
Richard T. La Jeunesse
Stephen M. Goodson
Mark E. Sims***
Robert R. Saelinger**
J. Jeffrey Landen**
Richard G. Schmalzl*
Harry J. Finke IV
Timothy S. Black**
John C. Greiner
Thomas L. Gabelman**
Gerald F. O'Connell, Jr.
Ann T. Hunsaker**
Sandra S. Beckwith***
Michael T. Sutton**
Mary W. Schmalz!**
Margaret W. Burgin
Donna K. Leonard
A. Christian Worrell III**
Monica Donath Kohnen
Jeffrey L. Rohr
Donald C. Dowling, Jr.
Daniel C. Heyd
Paul F. Solomon
March 5, 1991
City of Fayetteville, Arkansas,
City Hall
113 West Mountain Street
Fayetteville, Arkansas '72701
Attention: Jerry Rose, City Attorney*
RE: Baldwin Piano & Organ Company
Dear Jerry:
4
Rhonda Y. Moore
Debra A. Fraysure**
Daniel E. Burke
Holly B. Collinsworth
David S. Warren
Ann Mayberry -French**
Joseph B. Jaap
Jean M. Geoppinger
Thomas A. Breitenbach
Senior Counsel
Leslie A. Meek
John W. Warrington
Of Counsel
Michael K. Keating
Paul L. Reynolds**
*Also admitted in
District of Columbia
**Also admitted in
Kentucky
***Also admitted in
Florida
****Also admitted in
New York
Enclosed are originals of the three Certificates
delivered by McClelland Engineers. Please send me an original
the Resolution adopted by the City of Fayetteville as soon as
possible. Thank you.
JLR/fps
Enclosure
cc: Thomas W.
Mr. Harry
FS19\HOME\ROHO\27569.WP
Kahle, Esq.
F. Forbes, Jr.
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Very truly yours,
GRAYDON, HEAD
Jeff e L. Rohr
RITCHEY
of
MkMI
McClelland Consulting fingineers, lnc:•
P.O. Box 1229, Fayetteville, Arkansas 72702-1229 (501) 443-2377
CERTIFICATE
With'respect to the real,.property-,identified'as Parcel 1
of Tract 1 on the attached Plat of_Survey, the undersigned is of..
-the opinion the (i) the Parcel is-not-needed--for-the continuation
of -Baldwin Piano & Organ:Company's ("Baldwin,.) -
Project and:current-
industrial:facilities located•:in;Eayetteville,vArkansasadjacent to
the Parcel, and (ii) the purchase of the Parcel,. --or any -portion
thereof-, by -a third party will -not materiallyTimpair_the usefulness
of,Baldwin-'s main building and facilities located -adjacent to the-
Parcel,and will not materially` interfere'with-the means of ingress
and egress thereto. Our opinions -herein.-are. based solely upon our
-past and present surveys.and other work far,Baldwin.-in-connection -
with its real property and -a- letter dated ,February`1, 1991 --of
Baldwin'Piano:and Organ Companyto the undersigned -regarding said
Parcel.._._
':DATED February 15? 1991
McCLELLAND CONSULTING -ENGINEERS
==-INCORPQRATED
Project Manager
--
McClelland Consulting -Engineers, lnc
P.O. Box 1229,` `Fayetteville Arkansas 72 702-122 9 (501):443=2377
CERTIFICATE
With respect to the real property identified as Parcel 2 of
.Tract 1 -on the attached Plat -of Survey; the undersigned -is of the
opinion the '.(i). the Parcel -;Is not needed for the continuation -of
Baldwin Piano & Organ Company's ("Baldwin") :project :`and current
industrial facilities located in Fayetteville; Arkansas adjacent to
?the Parcel, and (ii) the purchase of the-rPare-el, or-any_port on
thereof, by a third party will not material1y4mpair the usefulness.
of Baldwin's main building and facilities located adjacentto-the
Parcels and will not materially interfere -with the -means of_ ingress
-_and egress thereto. -Our opinions herein_areI-based solely upon -our -
past and present-surveysand other work, -for Baldwinin=connection
with its -real property and a :letter -dated- February 1, 1991 of
Baldwin Piano and Organ Company to the undersigned -regarding said
Parcel.
`DATED February 154 1991
McCLELLAND.CONSULTING.ENGINEERS
INCORPORATED -
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}ETTEVI LLE
THE CITY OF FAYETTEVILLE, ARKANSAS SHERRY THOMAS, CITY CLERK
February 25, 1991
McClelland Consulting Engineers, Inc.
1810 North College
Fayetteville, AR 72701
Gentlemen:
Attached is the Certificate dealing with the Baldwin Piano & Organ
Company's lease. Please sign and return this document as soon as
possible.
Thank you very much
assistance, please do
Sincerely,
Sherry L. Thomas
City Clerk
Attachment
113 WEST MOUNTAIN 73701 501 575-8323
for your help, and if I can be of any
not hesitate to call.
EXHIBIT B
CERTIFICATE
With respect to the real property identified as Parcel
1, Parcel 2 and Tract 2 on the ,.attached Exhibit A (the
"Outparcels"), the undersigned hereby certifies that (i) the
Outparcels are not needed for the continuation of Baldwin Piano &
Organ Company's ("Baldwin") project and current industrial
facilities located in Fayetteville, Arkansas adjacent to the
Outparcels, and (ii) the purchase of the Outparcels, or any portion
thereof, by a third party will not materially impair the usefulness
of Baldwin's main building and facilities located adjacent to the
Outparcels.
DATED: McCLELLAND CONSULTING ENGINEERS
INCORPORATED
BY:
ITS:
S
FS19\HOME\ROH.1\24399.WP -
ARTICLE IX
ASSIGNMENT OR SUBLEASE
Section 9 1% Assignment or Sublease. The Company may
assign this Lease or sublet the Project or any part thereof
provided that no such assignment or subletting and no dealings
or transactions between the Issuer or the Trustee and any
sublessee or assignee shall relieve the Company of any of its
obligations under this Lease and the Company shall remain as
fully bound as though no assignment or subletting had been made,
and performance by any assignee or sublessee shall be considered
as performance pro tanto by the Company; provided, however, that
the Company may assign this Lease, and be thereby relieved of
further obligation hereunder in connection with a transaction
involving merger, consolidation or transfer as permitted under
Section 8.4, provided
(a) the requirements thereof are met;
(b) there is no impairment of the validity of the.
Bonds or the exemption of interest thereon from federal income
taxation; and
(c) the party to which such assignment is made is the
corporation surviving such merger or resulting from such
consolidation or is the corporation to which all or
substantially all of the assets of the Company is transferred.
Any assignment of this Lease or sublease of the Project shall be
approved in writing by the Issuer and the Board, which approval
shall notbe unreasonably withheld, and SP and GECC; provided,
however, that no such approvals shall be required in connection
with (x) a transaction involving merger, consolidation or
transfer as permitted under Section 8.4, or (y) an assignment or
sublease between the Company and a wholly owned subsidiary of
the Company.
The Company shall, within 30 days after the delivery
thereof, furnish or cause to be furnished to the Issuer and the
Trustee a true and complete copy of each such assignment or
sublease as the case may be.
Section 9.2. Assignment of Project and Lease by
Issuer. The Issuer shall not assign, encumber, convey or
otherwise dispose of all or any part of its rights, title and
interest in and to the Project and this Lease, except to the
Company in accordance with the provisions of this Lease and to
the Trustee under the Indenture, without the prior written
consent of the Company.
• 46