HomeMy WebLinkAboutLimited Warranty Cross REference filed 2/24/14 2014006762 ASSIGNMENT $27.00
0 02/24/2014 03:39:50P 7 PGS
Mary L. Clark
/11"
Cross Reference HAMILTON County Recorder IN
Recorded as Presented
NIINUOMEMUNTIONITHIWNE
the Memorandum of Collateral Assignment referenced herein is recorded in the Office of the Hamilton County
Recorder (the "Recorder's Office") as Instrument No. 2010027237.
The Real Estate Mortgage,Security Agreement,Assignment,and Fixture Filing referenced herein is recorded
in the Recorder's Office as Instrument No.2010053112,which is a"re-recording"of the Real Estate Mortgage,
Security Agreement, Assignment, and Fixture Filing recorded in the Recorder's Office as Instrument
No. 2010027238. The foregoing Real Estate Mortgage, Security Agreement, Assignment, and Fixture Filing
amended, restated, and superseded in its entirety that certain Real Estate Mortgage, Security Agreement,
Assignment, and Fixture Filing recorded as Instrument No. 2007027805 in the Recorder's Office.
CONFIRMATION OF ASSIGNMENT
(CTDC to 4CDC)
This Confirmation of Assignment(CTDC to 4CDC)(the"Confirmation"),executed this_Sday
of June, 2013, by Carmel Theater Development Company, LLC ("CTDC"), Witnesses:
Recitals
WHEREAS, in June, 2010, CTDC obtained the CTDC/UFB Loan;
WHEREAS,to secure the CTDC/UFB Loan, CTDC collaterally assigned to UFB the interests
of CTDC in: (a) the Installment Contract; and (b) the Loan Interests; pursuant to the Collateral Assignment;
WHEREAS, as additional security, UFB required the execution of the UFB/BJS Note and the
UFB/BJS Mortgage, which replaced and superseded the FFB Notes and the FFB Mortgage in their entirety;
WHEREAS,the replacement of the FFB Notes and the FFB Mortgage with the UFB/BJS Note
and the UFB/BJS Mortgage had no effect on the existence of the Loan Interests, which remained collaterally
assigned to UFB pursuant to the Collateral Assignment;
WHEREAS, on December 27, 2012: (a) CRC prepaid in full all of its obligations under the
Installment Contract; and (b) CTDC repaid the CTDC/UFB Loan in full;
WHEREAS, pursuant to the CA Release Confirmation, UFB confirmed that, as of
December 27, 2012: (a)the Collateral Assignment was terminated; (b) the Loan Interests were released by
UFB to CTDC; and (c) CTDC owned the Loan Interests free and clear of any rights or interests of UFB;
WHEREAS, the repayment of the CTDC/UFB Loan, and the termination of the Collateral
Assignment, did not have any effect on the UFB/BJS Note or the UFB/BJS Mortgage, which remained in full
force and effect, with CTDC in the position of the "Lender" and the "Mortgagee", respectively;
WHEREAS, because CRC had satisfied in full all of its obligations under the Installment
Contract, CRC was entitled to receive CTDC's rights and interests in and to the Loan Interests;
WHEREAS, pursuant to the Designation, CRC designated 4CDC as the party to which CTDC
should assign its rights and interests in and to the Loan Interests;
WHEREAS, pursuant to the Assignment, CTDC assigned its rights and interests in and to
the Loan Interests to 4CDC; and
WHEREAS, CTDC wishes to confirm the foregoing assignment of the Loan Interests;
Confirmation
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CTDC agrees as follows:
1. Definitions.
4CDC shall mean Carmel City Center Community Development Corporation.
Assignment shall mean that certain Assignment of Acquisition Property(Parcel 10)executed by and between
CTDC and 4CDC and dated December 27, 2012, a copy of which is attached hereto as Exhibit A.
CA Memorandum shall mean that certain Memorandum of Collateral Assignment recorded as
Instrument No. 2010027237 in the Recorder's Office.
CA Release Confirmation shall mean that certain Confirmation of Release (Collateral Assignment)of even
date herewith executed by UFB, which will be recorded in the Recorder's Office.
Collateral Assignment shall mean that certain Collateral Assignment, Lock Box, and Security Agreement
executed by and among UFB, CTDC, and CRC and dated June 10, 2010.
CRC shall mean The City of Carmel Redevelopment Commission.
CTDC/UFB Loan shall mean a loan from UFB to CTDC to finance the acquisition of the Property, which loan
was secured by assignments of the Installment Contract and the Loan Interests.
Designation shall mean that certain Notice of Designation dated December 27, 2012, a copy of which is
attached hereto as Exhibit B.
FFB shall mean First Financial Bank, NA.
FFB Mortgage shall mean, collectively, that certain: (a) Real Estate Mortgage recorded as Instrument
No. 200002805 in the Recorder's Office; and (b) Assignment of Lease and Rents recorded as Instrument
No. 200002806 in the Recorder's Office. The FFB Mortgage has been amended, restated, and superseded
in its entirety by the UFB/BJS Mortgage.
FFB Notes shall mean the promissory notes executed by BJS, LLC, in favor of FFB in connection with the
FFB Loans. The FFB Notes have been amended, restated, and superseded in their entirety by the UFB/BJS
Note.
Installment Contract shall mean that certain Installment Contract (Shapiro Loan Interests and Property) by
and between CRC and CTDC and dated June 10, 2010, pursuant to which CRC agreed to purchase the
Property from CTDC on an installment basis.
Loan Interests shall mean the interest of the"Lender"and the"Mortgagee" under the FFB Note and the FFB
Mortgage, as amended, restated, and superseded in their entirety by the UFB/BJS Note and the UFB/BJS
Mortgage, respectively.
Property shall mean the Loan Interests, together with certain other property.
Recorder's Office shall mean the Office of the Hamilton County Recorder.
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UFB shall mean United Fidelity Bank.
UFB/BJS Mortgage shall mean that certain Real Estate Mortgage, Security Agreement, Assignment, and
Fixture Filing: (a) recorded as Instrument No. 2010027238 in the Recorder's Office; and (b) re-recorded as
Instrument No. 2010053112 in the Recorder's Office. The UFB/BJS Mortgage amends, restates, and
supersedes the FFB Mortgage in its entirety.
UFB/BJS Note shall mean that certain Promissory Note executed by BJS in favor of UFB. The UFB/BJS Note
amends, restates, and supersedes the FFB Notes in their entirety.
2. Confirmation. CTDC confirms that: (a) pursuant to the Assignment, it has assigned its rights and
interests in and to the Loan Interests to 4CDC;(b)CTDC no longer has any rights or interests in or to the Loan
Interests; and (b) as a result of the Assignment, 4CDC assumed the position of the "Lender" and the
"Mortgagee" with respect to the UFB/BJS Note and the UFB/BJS Mortgage, respectively.
3. Release. Because: (a) the Collateral Assignment was terminated as of December 27, 2012; and
(b) pursuant to the CA Release Confirmation, UFB: (i) confirmed such release; and (ii) consented to the
release of the CA Memorandum from the record; CTDC hereby releases the CA Memorandum from the
record.
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IN WITNESS WHEREOF, CTDC has executed this Confirmation as of the date set forth
above.
CARMEL THEATER DEVELOPMENT
COMPANY, LLC
By: REI Real Estate Services, LLC, Sole
Member
By: .JA✓. 111 4
Jeffreys t. ,.p. ede CFO
ACKNOWLEDGMENT
STATE OF INDIANA
)SS:
COUNTY OF HAMILTON
Before me, a Notary Public in and for the State of Indiana, personally appeared
Jeffrey S. Sporleder, the CFO of REI Real Estate Services, LLC, the Sole Member of Carmel Theater
Development Company, LLC, who acknowledged the execution of the foregoing Confirmation of Assignment
(CTDC to 4CDC) on behalf of such entity.
WITNESS my hand and Notarial Seal this J day of Jun , 2013.
.\\\.AREA M i By: wJ�d't�/ C QC l�,3c-111 -
'on'c': s Notary Public
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I am a resident of 11 QJt(,p� County, Ind i�n�'.'' .�:>.... ''�P
OF IND\P' .•`
My commission expires /0—I ( 9.0(3 1/41tnm it1,t"\\
This instrument was prepared by Jennifer R. Shoup,Attorney-At-Law,Wallack Somers& Haas, One Indiana
Square, Suite 1500, Indianapolis, Indiana 46204. I affirm, under the penalties for perjury, that I have taken
reasonable care to redact each Social Security number in this document, unless required by law.
Jennifer R. Shoup
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Interests CTDC to 4CDC.wpd -4-
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ASSIGNMENT OF ACQUISITION PROPERTY
(Parcel 10)
This Assignment of Acquisition Property (the "Assignment'), executed this27day of
December 2012, by and between Carmel Theater Development Company, LLC ("CTDC")and Carmel City
Center Community Development Corporation ("4C DC"),Witnesses:
Recitals
WHEREAS, United Fidelity Bank ("UFB") and CTDC have entered into that certain
Assignment of Acquisition Property dated as of the date hereof pursuant to which UFB assigned the
Acquisition Property to CTDC;
WHEREAS, in connection with the Loan, UFB, CTDC, and The City of Carmel
Redevelopment Commission ("CRC") executed that certain Tri-Party Agreement dated June 10, 2010 (the
'Tri-Party Agreement");
WHEREAS, pursuant to the Tri-Party Agreement: (a) the Base Purchase Price was paid to
UFB by, or on behalf of, CTDC; and (b) UFB assigned to CTDC all of its right, title, and interest in the
Acquisition Property;
WHEREAS, CTDC desires to assign to 4CDC(as the designee of CRC)all of its right, title,
and interest in the Acquisition Property; and
WHEREAS, the parties desire to execute this Assignment;
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, 4CDC and CTDC agree as follows:
1. Tri-Party Agreement. CTDC releases CRC from all of its obligations to CTDC under the Tri-Party
Agreement. All capitalized terms used in this Assignment and not defined herein, shall have the meanings
ascribed to them in the Tri-Party Agreement.
2. Assignment. CTDC assigns and transfers to 4CDC,and 4CDC hereby accepts the assignment and
transfer of, all of CTDC's right, title, and interest in the Acquisition Property.
3. Representations. CTDC hereby represents and warrants that (a) it has the right to assign and
transfer its right, title, and interest in the Acquisition Property to 4CDC; (b) CTDC is not in default under the
Loan Documents; and(c)CTDC is not aware of any valid defenses or offsets of BJS, LLC to: (i)enforcement
by UFB or an assignee of the Acquisition Property;(ii)collection by CTDC or an assignee of any amounts due
under the Acquisition Property; and/or (iii) exercise by CTDC or an assignee of the rights and remedies
afforded by the Indiana Code to mortgagees and/or secured parties(including,without limitation,the right and
remedy of foreclosing or enforcing the BJS Mortgage or any lien, security interest,or collateral assignment on
or of the collateral for the Loan); subject to bankruptcy, insolvency, reorganization, moratorium, and similar
laws in effect from time to time and effecting the enforcement rights of creditors generally.
4. Further Assignment. CTDC acknowledges that: (a) the Acquisition Property may be further
assigned; (b) the representations and warranties made by it in Section 3 will run with such further
assignments; and (c) accordingly, subsequent assignees of the Acquisition Property shall have the right to
enforce such representations and warranties, as if such representations and warranties had been made
directly to such assignees.
IN WITNESS WHEREOF,the parties have executed this Assignment as of the date set forth
above.
CARMEL THEATER DEVELOPMENT
COMPANY, LLC
By: REI Real Estate Services, LLC, sole
member
By. � n
Je r por der, CFO
CARMEL CITY CENTER COMMUNITY
DEVELOP - NT CORPORATION
By: a
Richard F. Taylorj'•ent
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NOTICE OF DESIGNATION
• This Notice of Designation (the "Notice"), executed by The City of Carmel Redevelopment
Commission("CRC"),and Carmel City Center Community Development Corporation("4CDC"),this 27th day
of December, 2012 (the"Effective Date"), WITNESSES:
Recitals
WHEREAS, CRC and Carmel Theater Development Company, LLC (the"Developer") have
entered into that certain Installment Purchase Contract (Shapiro Loan Interests and Properly), dated
June 10, 2010 (the "Installment Contract");
WHEREAS, pursuant to the Installment Contract, Developer is to transfer to CRC, and CRC
is to purchase from Developer, the Acquisition Property: and
WHEREAS, CRC has designated 4CDC to receive, on behalf of CRC, the Acquisition
Property from Developer, in accordance with the terms and conditions of the Installment Contract;
Notice
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are acknowledged hereby, CRC notifies Developer as follows:
1. Designation. CRC hereby designates 4CDC to receive,on behalf of CRC, the Acquisition Property,
in accordance with the terms and conditions of the Installment Contract, which 4CDC hereby accepts.
2. Miscellaneous. All defined terms used herein and not otherwise defined herein shall have the
meanings ascribed to such terms in the Installment Contract. This Notice shall be governed by,and construed
in accordance with, the laws of the State of Indiana Each of the undersigned certifies that: (a) he or she is
a duly authorized representative of CRC or 4CDC, as the case may be; (b)he or she has been fully authorized
and empowered to execute and deliver this Notice; and (c) CRC or 4CDC, as the case may be, has full
capacity to assume and agree to perform all of the obligations to be performed by the terms of this Notice.
This Notice may be executed in separate counterparts,each of which when so executed shall be an original,
but all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF, CRC and 4CDC have executed this Notice as of the Effective
Date.
CRC.
THE CITY OF CARMEL REDEVELOPMENT
COMMISSION
# 1
By: . . AA � %' �V
William Hamm-r, 'r-ji.ent
4CDC:
CARMEL CITY CENTER COMIv1UNITY
DEVELOP NT CORPORATION
levy
By:
Richard F. Tay. , President
•