HomeMy WebLinkAboutResolution #2076f
RESOLUTION NO. 2076
A RESOLU'PI01+I R~'i FaSING THE CITY OF CAN`PON' S SECURITY IN7.'EREST IN
160,416.7 SHARES OF CIC STOCK (THE SCHLEICH STOCK); IN 3,047,917.3
SHARES OF CIC S'I"OCK (THE CARLO STOCK); AND, AUTHORIZING AND
DIRECTING T'fH; TRANSFER OF 245, 465 SHARES OF CITY OiaNED CIC STOCK
(THE CITY STOCK)
the Canton City Council has determined that it is
necessary and in the best interest of the City of Canton that the
City relinquish its security interest in 160,416.7 shares of
Canton Industrial Corporation (CIC) stock (the Schleich Stock)
pledged to the City of Canton; that the City relinquish its
security interest in 3,047,917.3 shares of CIC stock (the Carlo
Stock) pledged to the City of Canton; and, that the City of Canton
transfer its ownership of 245,465 shares of CIC stock (the City
Stock) to the Canton Industrial Corporation upon terms and
conditions set forth in this Pesolution.
NOW, Z'HIItEE'ORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF CANTON, Fulton County, Illinois, as follo~~~s:
1. That the Canton City Council hereby finds the foregoing
recitals to ~e fact.
2. (a) That 160,416.7 shares of CIC stocl~ pledged to the
City by Tiarriett .L. Schleich and one certain Pledge Agreement
dated April, 1986, and executed by ;iarriett L. Schleich are hereby
waived and the City of Canton hereby irrevocably consents that
said stock may be transferred free and clear of said Pledge
Agreement and of any security interest that the City of Canton may
have had in and to said stock.
(b) That 3,047,917.3 shares of CIC stock pledged to the
City by hlelson Carlo Enterprises, Inc. and by i~lelson Carlo and two
certain Pledge Agreeraents dated Pdovember 28, 1988, and executed by
i~lelson Carlo individually and on behalf of P3elson Carlo
Enterprises, Inc., are hereby c•raived and the City of Canton hereby
irrevocably consents that said stoc}: may be transferred free and
clear of said Pledge Agreements and of any security interest that
the City of Canton may have in and to said stock.
3. That the City of Canton hereby authorizes and directs
that o~•mership of 245, 465 shares of the City Stoc}c be transferred
by the City of Canton to t}ie Canton Industrial Corporation. The
Dtayor, City Clerk, and all other City officials/officers are
hereby authorized and directed to take all actions reasonably
necessary to effectuate t}ie foregoing.
4. That all of the foregoing is specifically made
contingent upon the following:
(a) That a former X400,000 principal amount DCCA Loan
Agreement, tdote, and I~~ortgage be reinstated as of September 19,
1989 upon substantially the same terr:.ls and conditions as
previously contained in said Agreement, Note, and I•~Sortgage.
(b) That the new or reinstated DCCA Loan Agreement,
I~~tote, and Mortgage, as appropriate, contain provisions for delayed
payments of principal and interest for 365 days from Septerlber 19,
1989.
(c) That the Carlo Stock shall be used by CIC/Nelson
Carlo/Carlo Enterprises, Inc./Canton Investment Company as
collateral to secure commercial, short-term financing for the use
of CIC; upon satisfaction and payment of any such loan, t}Ze Carlo
Stock and the Carlo stoc}c certificate shall be returned to the
possession of the City of Canton and the City of Canton shall have
a first security interest therein to secure repayment of the
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City's aggregate ~~F300,00 principal amount loan to CIC. A new or
reinstated Pledge Agreement, an Assignment Separate From
Certificate, and an Escrow Agreement in substantially the same
form as those in effect or approved by the City Attorney as of
September 19, 19ti9 shall be executed and delivered to the City of
Canton and to the escrow agent.
5. That pending full and final implementation of the new
DCCA Loan Agreement, Vote, and P-iortgage, execution of the original
of this ;resolution by idelson Carlo shall suffice as an interim
agreement and shall be sufficient to cause the City Clerk to
release the Schleich Stock certificate, the Carlo Stock
Certificate, and the City Stock certificate to the person(s)
entitled to possession of the same.
6. That this resolution shall be in full force and effect
immediately upon its passage by the City Council of the City of
Canton, Fulton County, Illinois, and approval by the irlayor
thereof.
PASSED by the City Council of the City of Canton, Fulton
County, Illinois and approved by the P~ayor thereof at a regular
rzeeting this 19th day of September, 199, upon a roll call vote as
follows:
AYES• Aldermen Zilly, Steck, Sarff, Meade, 114ay, Chapman.
NAYS: None.
ABSET~T• Aldermen Kovachevich, Bohler.
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APPROVED;
~~
onald E. E wards, I~iayor
ATTEST:
,~
Nancy Whit , City Clerk.
ACCEPTANCE
Receipt of the Schleich stock certificate, of the Carlo
stock certificate, and of the City stock certificate, as
applicable, is acknowledged by separate receipt. The Canton
Industrial Corporation and, as applicable, i4lelson Carlo,
individually, Carlo Enterprises, Inc., and the Canton Investment
Company, hereby accept and concur in the foregoing terms and
conditions with the intent that this acceptance and concurrence
shall constitute an interim agreement as contemplated at numerical
paragraph 5 of the foregoing resolution. The Canton Industrial
Corporation and, as applicable, Nelson Carlo, individually, Carlo
Enterpises, Inc., and the Canton Investment Company hereby agree
to perform in conformity ~~~ith this Agreement and with the terms
and conditions of the foregoing Resolution.
Canton Industrial Corporation, Nelson Carlo,
Individually, Carlo Enterprises, Inc., and
the Canton Investment Compan ach by:
N son Carlo ~
Date; September e~0 1939.
P~a?~9ic~ion onstructions
~o got puhGsh
t"W iAo~iish in nsmphiet form only
i'obiish in a general circulation n pa
z~ ~~_~..
CiE~ Att. _ .:~..~ ._ date
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