HomeMy WebLinkAbout101414 - Amendment to Secondary Number OneAMENDMENT TO
AMENDED AND RESTATED
INSTALLMENT PURCHASE AGREEMENT
(Secondary Number One)
This Amendment to Amended and Restated Installment Purchase Agreement (Secondary
Number One) (the "Amendment "), executed by and between The City of Carmel Redevelopment Commission
( "CRC "), and Village Financial, LLC ( "VF "), this pi _ day of October, 2014, Witnesses:
Recitals
WHEREAS, CRC and VF have executed that certain Amended and Restated Installment
Purchase Agreement (Secondary Number One) dated as of October 1, 2013 (the "Replacement SIC "), which
restated, replaced, and superseded in its entirety that certain Installment Purchase Agreement (Secondary
Number One) executed by and between CRC and VF and dated December 7, 2011;
W HEREAS, all capitalized terms used but not defined herein shall have the meanings ascribed
to such terms in the Replacement SIC;
WHEREAS, CRC and Pedcor Investments, a Limited Liability Company ( "Pedcor
Investments "), have executed that certain Purchase Agreement dated October J_, 2014 (the "Shapiro
Purchase Agreement ");
WHEREAS, the purchase price for the property being acquired by Pedcor Investments
pursuant to the Shapiro Purchase Agreement is $2,100,000.00 (the "Purchase Price ");
W HEREAS, pursuant to the Shapiro Purchase Agreement, $1,000,00.00 of the Purchase Price
is payable in cash;
WHEREAS, pursuant to the Shapiro Purchase Agreement, the remaining $1,100,000.00 of
the Purchase Price is to be allocated: (a) first, to pay all installment payments that have been deferred until the
Final Period pursuant to that certain Amended and Restated Installment Purchase Agreement (Secondary
Number Two) dated as of October 1, 2013 ( "RSIC Two "), which restated, replaced, and superseded in its
entirety that certain Installment Purchase Agreement (Secondary N umberTwo) executed by and between CRC
and VF and dated December 7, 2011; (b) second, to pay all accrued and unpaid interest under RSIC Two;
(c) third, to pay the outstanding principal balance of the purchase price payable pursuant to RSIC Two; and
(d) fourth, to Installment Payments that have been deferred until the Final Period pursuant to the Replacement
SIC (which Installment Payments consist entirely of accrued interest because the Initial Period remains in
effect);
W HEREAS, $53,479.82 of the $1,100,000.00 has been applied to pay all installment payments
that have been deferred until the Final Period pursuant to RSIC Two;
WHEREAS, 57,467.21 of the $1,100,000.00 has been applied to pay all accrued and unpaid
interest under RSIC Two;
W HEREAS, $1,000,000.00 of the $1,100,000.00 has been applied to pay the outstanding
principal balance of the purchase price payable pursuant to RSIC Two;
W HEREAS, accordingly: (a) 51,060,947.03 of the $1,100,000.00 has been applied against
RSIC Two; and (b) 539,052.97 remains to apply to pay a portion of the Installment Payments that have been
deferred until the Final Period pursuant to the Replacement SIC (the "Applicable Balance ");
WHEREAS, prior to payment of a portion ther�eAf through the application of the Applicable
Balance, Installment Payments in the amount of $'1.4( 4 a(L have been deferred until the Final Period
pursuant to the Replacement SIC (the "Current Deferref Amount ");
WHEREAS, the dosing contemplated pursuant to the Shapiro Purchase Agreement is
occurring on the date hereof; and
WHEREAS, the parties desire to amend the Replacement SIC to reflect the application of the
Applicable Balance against the Current Deferred Amount, thereby reducing the total amount that has been
deferred until the Final Period pursuant to the Replacement SIC;
Agreement
NOW, THEREFORE, forgood and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the CRC and VF agree as follows:
1. Application. CRC and VF agree that: (a)the Applicable Balance has been applied against the Current
Deferred Amount; and (b) as a result of such application, the total outstanding amount currently deferred until
the Final Period is $
2. Payment. CRC and VF agree that all references in the Replacement SIC to the payment of deferred
Installment Payments during the Final Period shall be deemed to be references to: (a) the total amount of the
deferred Installment Payments; minus (b) the Applicable Balance; thereby taking into account the application
of the Applicable Balance against the Current Deferred Amount.
3. Miscellaneous. In the event of any conflict between the Replacement SIC and this Amendment, the
terms and conditions of this Amendment shall control. Except as expressly set forth in this Amendment, all
terms and conditions of the Replacement SIC shall remain in full force and effect
IN WITNESS WHEREOF, CRC and VF have executed this Agreement as of the date set forth
above.
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101314;1211 L2,Amendmont to RSIC One.wpd
CRC:
T H E C I T Y O F
RE IEV €LI Q FI,M ENT CO
By:
All /1111�1/
CARMEL
ISSION
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AJ got
•
William Hammer, Pres
T H E C I T Y O F C A R M E L
REDEVELOPMENT COMMISSION
By:
Printed:
Title:
VF:
VILL•. IN • L, LLC
t�_
B
Ronal: Brown, Senior Vice - President
WHEREAS, the closing contemplated pursuant to the Shapiro Purchase Agreement is
occurring on the date hereof; and
WHEREAS, the parties desire to amend the Replacement SIC to reflect the application of the
Applicable Balance against the Current Deferred Amount, thereby reducing the total amount that has been
deferred until the Final Period pursuant to the Replacement SIC:
Agreement
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which
are acknowledged hereby, the CRC and VF agree as follows:
1. Application. CRC and VF agree that: (a) the Applicable Balance has been applied against the Current
Deferred Amount; and (b) as a result of such application, the total outstanding amount currently deferred until
the Final Period is $
2. Payment. CRC and VF agree that all references in the Replacement SIC to the payment of deferred
Installment Payments during the Final Period shall be deemed to be references to: (a) the total amount of the
deferred Installment Payments; minus (b) the Applicable Balance; thereby taking into account the application
of the Applicable Balance against the Current Deferred Amount.
3. Miscellaneous. In the event of any conflict between the Replacement SIC and this Amendment, the
terms and conditions of this Amendment shall control. Except as expressly set forth in this Amendment, all
terms and conditions of the Replacement SIC shall remain in full force and effect
IN WITNESS WHEREOF, CRC and VF have executed this Agreement as of the date set forth
above.
-2-
101314;1211;L2;Pmendment to RSIC One.wpd
CRC:
T H E C I T Y O F C A R M E L
REDEVELOPMENT COMMISSION
By:
William Hammer, President
T H E C I T Y O F C A R M E L
BED.F�(E�MEN MISSION
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Printed :,AU k C. •
Title:
VF:
VILLAGE FINANCIAL, LLC
By:
Ronald Brown, Senior Vice - President