Resolution

RESOLUTION NO. 6709

A RESOLUTION AUTHORIZING THE CITY OF LAWRENCE, KANSAS TO CONVEY CERTAIN REAL AND PERSONAL PROPERTY TO RAM COMPANY, A NORTH CAROLINA GENERAL PARTNERSHIP, AND PRESCRIBING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF CERTAIN DOCUMENTS IN CONNECTION THEREWITH.

__________________________________________________________

WHEREAS, on January 18, 1995, the City of Lawrence, Kansas (the “City”) issued its Tax-Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (RAM Company Project), Series 1995A, in the aggregate original principal amount of $2,125,000, and its Taxable Adjustable Mode Industrial Development Revenue Bonds (RAM Company Project), Series 1995B, in the aggregate original principal amount of $4,500,000 (collectively, the “Bonds”), to purchase, acquire, construct and install and equip a project, including the real property described in Exhibit A hereto (the real property and improvements financed in whole or in part out of Bond proceeds being collectively referred to as the “Project”); and

WHEREAS, the Bonds were issued pursuant to Ordinance No. 6609 passed by the governing body of the City on January 10, 1995 (the “Ordinance”), and pursuant to two separate Indentures of Trust, each dated as of January 1, 1995 (the “Indentures”), each between the City and First-Citizens Bank & Trust Company, as trustee (the “Trustee”); and

WHEREAS, in connection with the issuance of the Bonds, the City, as landlord, and RAM Company, a North Carolina general partnership, as tenant (the “Tenant”), entered into a Lease Agreement dated as of January 1, 1995 (the “Lease”); and

WHEREAS, the Project was leased for an initial term effective upon delivery of the Lease and terminating on January 19, 2015; and

WHEREAS, Section 2.18(a) of each Indenture provides that the Bonds are subject to optional redemption at the direction of the Tenant in whole at any time at the principal amount thereof plus accrued interest to the redemption date; and

WHEREAS, Section 12.1 of the Lease grants the Tenant an option to purchase the Project upon full payment of all amounts due under the Lease including the Bonds; and

WHEREAS, the Tenant has notified the City that it is exercising the option to purchase the Project on March 27, 2007 by depositing money with the Trustee in an amount sufficient to pay all amounts due under the Lease including the payment of the principal of and interest on all of the Bonds, with irrevocable instructions to the Trustee to apply such money for such purpose, and the Tenant has requested the City to redeem the Bonds on March 27, 2007; and

WHEREAS, the Tenant has requested that the City convey title to the Project to the Tenant upon provision for payment of the Bonds outstanding under the Indentures and all amounts payable under the Lease; and

WHEREAS, the City desires to convey the Project to the Tenant upon provision for payment of all outstanding Bonds and all amounts payable under the Lease;

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

Section 1. Approval of Sale. The sale by the City of (a) the real property described in Exhibit A attached hereto and incorporated herein by reference, and (b) all machinery, equipment and other personal property paid for in whole or in part from the proceeds of the Bonds, is hereby approved.

Section 2. Authorization of Documents. The City hereby authorizes and approves the Special Warranty Deed, attached hereto as Exhibit B, the Bill of Sale, attached hereto as Exhibit C, and the Termination of Documents, attached hereto as Exhibit D, in substantially the forms presented to and reviewed by the governing body of the City at this meeting and attached to this Resolution (copies of which documents shall be filed in the records of the City), with such changes therein as shall be approved by the officers of the City executing such documents, such officers’ signatures thereon being conclusive evidence of their approval thereof.

Section 3. Execution of Documents. The Mayor is hereby authorized and directed to execute the Special Warranty Deed, the Bill of Sale and the Termination of Documents, and the City Clerk is hereby authorized and directed to attest to such documents, for and on behalf of the City.

Section 4. Further Authority. The Mayor and City Clerk are hereby authorized and directed to execute and deliver such other documents and certificates as may be necessary to transfer the Project, terminate all interest of the City in the Project and carry out the intent of this Resolution.

Section 5. Effective Date. This Resolution shall take effect and be in force from and after its adoption.

ADOPTED by the governing body of the City of Lawrence, Kansas, this 13^th day of March, 2007.

CITY OF LAWRENCE, KANSAS

By:

Mike Amyx, Mayor

(Seal)

ATTEST:

________________________________

Frank S. Reeb, City Clerk

EXHIBIT B

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED, made as of this _____ day of March, 2007, from the CITY OF LAWRENCE, KANSAS, a municipal corporation duly organized and existing under and by virtue of the laws of the State of Kansas, having its principal place of business at 6 East 6^th Street, Lawrence, Kansas 66044 (the “Grantor”), and RAM COMPANY, a North Carolina general partnership, having its principal place of business at _____________________ (the “Grantee”).

WITNESSETH, THAT THE SAID GRANTOR, in consideration of the sum of ONE HUNDRED DOLLARS ($100.00) and other good and valuable consideration, the receipt of which is hereby acknowledged, does by these presents SELL AND CONVEY unto GRANTEE, its successors and assigns, all of the GRANTOR’S interests in the REAL ESTATE, situated in the County of Douglas, State of Kansas, as described in Exhibit A hereto and incorporated herein by reference.

Subject to: (a) those liens and encumbrances to which the title was subject on the date of conveyance of the real estate from the Grantee to the Grantor, or to which title became subject with Grantee’s written consent, or which resulted from any failure of the Grantee to perform any of its covenants or obligations under the Lease under which it has heretofore occupied the real estate, (b) taxes and assessments, general and special, if any, and (c) the rights, titles, and interest of any party having condemned or who is attempting to condemn title to, or the use for a limited period of, all or any part of the facility located on the real estate.

TO HAVE AND TO HOLD THE SAME, together with all and singular the tenements, hereditaments and appurtenances thereunto belonging or in any wise appertaining forever.

And said GRANTOR, for itself, its successors and assigns, does hereby covenant, promise and agree, to and with GRANTEE, that at the delivery of these presents, said interest in said premises is free, clear, discharged and unencumbered of and from all former and other grants, titles, charges, estates, judgments, taxes, assessments and encumbrances, of what nature and kind whatsoever, by, through or under GRANTOR, except as above stated, and that it will WARRANT and FOREVER DEFEND the same unto the GRANTEE, its successors and assigns, against the GRANTOR, its successors and assigns, and all and every person or persons whomsoever, lawfully claiming or to claim the same by, through or under the GRANTOR.

THIS CONVEYANCE IS SOLELY 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).

IN WITNESS WHEREOF, the GRANTOR has hereunto caused this Deed to be signed on its behalf by its Mayor and to be attested by its City Clerk, and has caused the corporate seal to be hereunto affixed, the day and year first above written.

CITY OF LAWRENCE, KANSAS

By:

Mike Amyx

Mayor

[SEAL]

ATTEST:

Frank Reeb

City Clerk

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

This instrument was acknowledged before me on this ____ day of March, 2007, by Mike Amyx, Mayor, and Frank Reeb, City Clerk, of the City of Lawrence, Kansas, a municipal corporation.

[SEAL] Notary Public

My commission expires __________________.

EXHIBIT D

TERMINATION OF DOCUMENTS

WHEREAS, the City of Lawrence, Kansas (the “City”) has previously issued its Tax-Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (RAM Company Project), Series 1995A and its Taxable Adjustable Mode Industrial Development Revenue Bonds (RAM Company Project), Series 1995B, in the aggregate original principal amount of $4,500,000 (collectively, the “Bonds”), pursuant to two separate Indentures of Trust, each dated as of January 1, 1995 (the “Indentures”), each between the City and First-Citizens Bank & Trust Company (the “Trustee”), for the purpose of financing the cost of acquiring, constructing and equipping a manufacturing facility (the “Project”) on the real property described in Exhibit A (the “Property”); and

WHEREAS, the City leased the Project to RAM Company, a North Carolina general partnership (the “Tenant”), pursuant to a Lease Agreement dated as of January 1, 1995 (the “Lease”) between the City and the Tenant; and

WHEREAS, notice of the Lease was filed of record by the Memorandum of Lease Agreement dated as of January 1, 1995, in the records of the Douglas County Register of Deeds on January 18, 1995, at Book 528, Page 1122; and

WHEREAS, the City assigned all of its interest in the Lease for the benefit of the owners of the Bonds pursuant to an Assignment of Lease Agreement dated as of January 1, 1995 (the “Assignment of Lease”), which Assignment of Lease was filed in the records of the Douglas County Register of Deeds on January 18, 1995, at Book 528, Page 1129; and

WHEREAS, the Tenant caused the Bonds to be refunded on March 27, 2007; and

WHEREAS, in connection with the refunding of the Bonds, the City, the Tenant and the Trustee desire to terminate the Indentures, the Lease and the Assignment of Lease;

NOW, THEREFORE, THE PARTIES HERETO DO HEREBY STATE AND DECLARE:

1. That as of the date hereof, the Lease and the Assignment of Lease shall terminate and be of no further force and effect. The Property affected by the Lease and the Assignment of Lease and by this Termination of Documents is described in Exhibit A attached hereto and incorporated herein by reference.

2. That the Indentures are hereby released and discharged.

IN WITNESS WHEREOF, the parties named above have caused this Termination of Documents to be duly executed in their respective corporate names and their respective corporate seals to be hereunto affixed and attested by their duly authorized officers, as of the 27th day of March, 2007.

CITY OF LAWRENCE, KANSAS

[SEAL] By:

Mike Amyx

Mayor

ATTEST:

Frank Reeb

City Clerk

ACKNOWLEDGMENT

STATE OF KANSAS )

) SS.

COUNTY OF DOUGLAS )

This instrument was acknowledged before me on this ____ day of March, 2007, by Mike Amyx, Mayor, and Frank Reeb, City Clerk, of the City of Lawrence, Kansas, a municipal corporation.

Notary Public

My commission expires:

FIRST-CITIZENS BANK & TRUST COMPANY,

as Trustee

By:

Name:

Title:

ACKNOWLEDGMENT

STATE OF _______________ )

) SS.

COUNTY OF _____________ )

This instrument was acknowledged before me on this ____ day of March, 2007, by ______________________, a _____________ of First-Citizens Bank & Trust Company, a North Carolina banking corporation.

Notary Public

My commission expires:

RAM COMPANY,

a general partnership

By:

Name:

Title:

ACKNOWLEDGMENT

STATE OF _______________ )

) SS.

COUNTY OF _____________ )

This instrument was acknowledged before me on this ____ day of March, 2007, by _____________________________, ______________________ of RAM Company, a North Caroline general partnership.

Notary Public

My commission expires: