RESOLUTION 6593

A Resolution authorizing the sale and conveyance of certain land by the City of LAWRENCE, KANSAS to THE LAWRENCE PAPER COMPANY

WHEREAS, pursuant to Ordinance No. 6547 and the Trust Indenture (the “Indenture”) dated as of May 1, 1994 between the City of Lawrence, Kansas (the “City”) and UMB Bank, n.a. (the “Trustee”), the City has previously issued its Industrial Revenue Bonds, Series 1994 dated May 1, 1994 (the "Bonds") in the aggregate principal amount of $1,000,000 to finance the cost of acquiring, purchasing, constructing and equipping a certain facility to be used for industrial purposes (the "Project") and leased to The Lawrence Paper Company, a Kansas corporation (the "Tenant"), pursuant to a Lease dated as of May 1, 1994 between the City and the Tenant (the "Lease"); and

WHEREAS, the Tenant desires to exercise its option to purchase the Project under Section 17.1 of the Lease and is not in default under the Lease; and

WHEREAS, the Tenant has provided for the immediate payment of all outstanding Bonds, the redemption premium and interest thereon accruing to the redemption date of May 1, 2005 (the "Redemption Date"), by depositing a sum sufficient for such purpose with UMB Bank, n.a., Kansas City, Missouri, as Trustee (the "Trustee") for the Bonds; and

WHEREAS, the City and the Tenant have provided the Trustee written notice to redeem all outstanding Bonds on the Redemption Date; and

WHEREAS, sufficient funds have been deposited with the Trustee to accomplish the redemption of the Bonds on the Redemption Date;

WHEREAS, the Tenant had made all the payments of Basic Rent and Additional Rent pursuant to the Lease and all principal and interest on the Bonds have been paid or payment has been provided for; and

WHEREAS, the Tenant has provided the City written notice of its intent to exercise its option to purchase the Project;

NOW THEREFORE, BE IT RESOLVED BY THE GOVERNING BODY OF THE CITY OF LAWRENCE, KANSAS:

Section 1. The Mayor and City Clerk are authorized and directed to execute and deliver a special warranty deed substantially in the form set forth on Exhibit A and a bill of sale substantially in the form set forth in Exhibit B attached hereto, transferring title to the Project to the Tenant. Such deed and bill of sale shall be delivered to the Trustee for delivery to the Tenant upon or after redemption of the outstanding Bonds on the Redemption Date and payment of the option price. The Mayor and City Clerk are hereby further authorized and directed to execute a Release of Lease, substantially in the form attached hereto as Exhibit C, and deliver same to the Trustee for delivery with the deed and bill of sale.

Section 2. The Mayor and City Clerk are hereby further authorized and directed to sign such other instruments and certificates as shall be necessary and desirable in connection with this Resolution, and are hereby further authorized to take such further actions as may be necessary to accomplish the purposes of this Resolution.

Section 3. The Trustee is hereby directed to take all action necessary to accomplish the purpose of this Resolution.

ADOPTED by the governing body of the City of Lawrence, Kansas this 17^th day of May, 2005.

CITY OF LAWRENCE, KANSAS

[SEAL]

By: _______________________________________

Mayor

Attest:

By: ______________________________

City Clerk

EXHIBIT A

THIS CONVEYANCE IS FOR THE PURPOSE OF RELEASING SECURITY FOR A DEBT OR OTHER OBLIGATION AND IS EXEMPT FROM THE REQUIREMENTS OF A SALES VALIDATION QUESTIONNAIRE PURSUANT TO K.S.A. 79-1437e(2).

SPECIAL WARRANTY DEED

THIS INDENTURE, made May ____, 2005 between the City of Lawrence, Kansas, a municipal corporation, as Grantor, and The Lawrence Paper Company, as Grantee;

WITNESSETH, That said Grantor, in furtherance of the terms of a certain Lease dated as of May 1, 1994 between Grantor and The Lawrence Paper Company, and as authorized by a Resolution duly adopted by the governing body of the City of Lawrence, Kansas, and by these presents does hereby convey to Grantee, its successors and assigns, all the following described real estate in Douglas County, Kansas:

Three tracts of land lying in Lot 1, Block A, Replat of Lawrence Paper Company Addition to the City of Lawrence, Douglas County, Kansas more particularly described as follows:

Tract 1; commencing at the NW corner of said Lot 1; thence South 661.05 feet along the West line of said Lot 1; thence East 153.13 feet to the point of beginning at the SW corner of an existing building; thence South 80.0 feet; thence East 25.5 feet; thence Northeasterly 42.3 feet; thence East 114.1 feet to a corner of the existing building; thence North 40.0 feet along the West face of the existing building wall to the South wall of the existing building; thence West 153.3 feet along the South face of the existing building wall to the point of beginning.

Tract 2; commencing at the NW corner of said Lot 1; thence South 208.8 feet along the West line of said Lot 1; thence East 292.7 feet to the point of beginning at the NE corner of part of an existing building; thence East 34.0 feet along the North face of the existing building wall; thence North 25.0 feet; thence West 34.0 feet; thence South 25.0 feet to the point of beginning.

Tract 3; commencing at the NE corner of said Lot 1; thence South 153.5 feet along the East line of said Lot 1; thence West 12.0 feet to the point of beginning; thence South 50.5 feet; thence West 50.5 feet; thence North 50.5 feet; thence East 50.5 feet to the point of beginning.

for the sum of $100.00 and other valuable consideration;

TO HAVE AND TO HOLD, the premises described, with all and singular the rights, privileges, appurtenances and immunities thereto belonging or in any way appertaining, to Grantee and to its successors and assigns forever; and Grantor hereby covenants that the premises are free and clear of all encumbrances whatsoever, except (a) those to which the title was subject on the date of conveyance to Grantor, or to which title became subject with Grantee's written consent, or which resulted from any failure of Grantee to perform any of its covenants or obligations under the Lease from Grantor referred to above, (b) taxes and assessments, general and special, if any, and (c) the rights, titles and interests of any party having condemned or attempting to condemn title to, or the use for a limited period of, all or any part of the premises conveyed; and that it will warrant and defend the title to the premises to Grantee and Grantee's successors and assigns forever against the lawful claims and demands of anyone claiming by, through or under it.

IN WITNESS WHEREOF, Grantor has executed this deed and affixed its corporate seal on the day and year first above written.

(SEAL)

ATTEST: CITY OF LAWRENCE, KANSAS,

a municipal corporation

______________________________ ___________________________________

Frank Reeb, City Clerk Dennis Highberger, Mayor

STATE OF KANSAS )

) SS:

COUNTY OF DOUGLAS )

The foregoing instrument was acknowledged before me this ____ day of May, 2005 by Dennis Highberger, Mayor, and Frank Reeb, City Clerk, respectively, of the City of Lawrence, Kansas, a municipal corporation, on behalf of said corporation.

[SEAL]

__________________________________

Notary Public

My appointment expires:

__________________________

EXHIBIT B

BILL OF SALE

In furtherance of the terms of a certain Lease dated as of May 1, 1994 between the City of Lawrence, Kansas and The Lawrence Paper Company, and for valuable consideration, Assignor hereby transfers, assigns and conveys to The Lawrence Paper Company, Assignee, all personal property purchased with the proceeds of the City of Lawrence, Kansas, Industrial Revenue Bonds, Series 1994, dated May 1, 1994, said personal property being included in Schedule I attached hereto.

(SEAL)

ATTEST: CITY OF LAWRENCE, KANSAS,

a municipal corporation

_________________________________

Frank Reeb, City Clerk Dennis Highberger, Mayor

STATE OF KANSAS )

) SS:

COUNTY OF DOUGLAS )

[SEAL]

____________________________________

Notary Public

My appointment expires:

______________________

SCHEDULE I

PROPERTY SUBJECT TO LEASE

(a) The following described real estate located in Douglas County, Kansas, to wit:

Three tracts of land lying in Lot 1, Block A, Replat of Lawrence Paper Company Addition to the City of Lawrence, Douglas County, Kansas more particularly described as follows:

said real property constituting the "Land" as referred to in said Lease.

(b) All buildings, improvements, machinery and equipment constructed, located or installed on the Land pursuant to said Lease, constituting the "Improvements" as referred to in said Lease and said Ordinance, the property described in paragraphs (a) and (b) of this Schedule I together constituting the "Project" as referred to in said Lease and said Ordinance.

EXHIBIT C

RELEASE OF LEASE

WHEREAS, the City of Lawrence, Kansas (the "City") has heretofore entered into a Lease dated as of May 1, 1994 (the "Lease") between the City and The Lawrence Paper Company (the "Tenant"), notice of which is recorded in Volume 515 at page 1557 in the office of the Douglas County Register of Deeds; and

WHEREAS, the City assigned its interest in the Lease to UMB Bank, n.a. acting as trustee for the City and others for purpose of enforcement of the Tenant's covenants under the Lease; and

WHEREAS, the Tenant has exercised its option to purchase the facility described in the Lease (the "Project") from the City; and

WHEREAS, all of the Tenant's obligations to the City under the Lease have been satisfied;

THEREFORE, the property described in the attached Schedule I is hereby released from any claim of the City and the Trustee under the Lease.

ATTEST: CITY OF LAWRENCE, KANSAS,

a municipal corporation

___________________________________ ____________________________________

Frank Reeb, City Clerk Dennis Highberger, Mayor

STATE OF KANSAS )

) SS:

COUNTY OF DOUGLAS )

[SEAL]

__________________________________________

Notary Public

My appointment expires:

_____________________
UMB BANK, N.A.

[SEAL]

By:_________________________________

Name:

Title:

ATTEST:

__________________________

Name:

Title:

STATE OF MISSOURI )

) SS:

COUNTY OF ________ )

This instrument was acknowledged before me this ___ day of _________________, 2005 by ________________ as __________________ and trust officer of the UMB Bank, n.a., Kansas City, Missouri, a national banking association.

(SEAL)

__________________________________________

Notary Public

My appointment expires: _________________