EXHIBIT 10.8
CANCELLATION AND DISCHARGE OF INDENTURE
AND TERMINATION OF LOAN AGREEMENT
THIS CANCELLATION AND DISCHARGE OF INDENTURE is dated as of December
29, 1998, executed and issued by U.S. Bank Trust National Association, formerly
known as First Trust National Association (the "Trustee");
W I T N E S S E T H:
WHEREAS, the City of Anoka, Minnesota (the "Issuer") and the Trustee
did as of September 1, 1994, enter into an Indenture of Trust (the "Indenture"),
pursuant to which the Issuer did pledge and assign to the Trustee all payments
and revenues derived by Issuer under a Loan Agreement (the "Agreement") dated as
of September 1, 1994, between the Issuer and Xxxx Industries Incorporated (the
"Company") for the purpose of securing $5,450,000 original principal amount of
Industrial Development Revenue Bonds (Xxxx Industries Incorporated Project) (the
"Bonds") of the Issuer;
WHEREAS, in accordance with Section 6-2 of the Indenture, the Issuer
has provided for the cancellation and discharge of the lien of the Indenture by
causing an irrevocable deposit of escrow securities which meet the requirements
of the Indenture, in an amount, without reinvestment, to be sufficient to pay
principal of and interest on the Bonds as it shall become due through the Stated
Maturity thereof;
WHEREAS, the Trustee is satisfied that all conditions precedent to the
cancellation and discharge of the lien of the Indenture have been satisfied;
NOW, THEREFORE, the Trustee does hereby acknowledge and agree that the
lien of the Indenture has been fully cancelled and discharged, and does hereby
release, convey and quitclaim unto the Issuer and the Company and their
successors and assigns all of Trustee's right, title, interest, claim or demand
whatsoever which it may have acquired in the payments and revenues derived under
the Agreement or otherwise in any other real or personal property through the
Indenture or through the operation of law.
In accordance with Section 6-2 of the Indenture, all liability of the
Issuer and the Company to the Holders of the Bonds for the payment of principal,
interest and redemption premiums thereon ceases, terminates and is hereby
completely discharged and such Holders shall have a claim therefor solely upon
the cash and/or securities so deposited, and shall not be entitled to any other
benefit of or security under the Indenture, except that the obligations of the
Company under Sections 7.04 and 8.04 of the Loan Agreement shall survive.
In accordance with the Indenture, the Bonds are no longer deemed
Outstanding within the meaning of the Indenture, and in accordance with Section
10.01 of the Loan Agreement, the Loan Agreement is hereby released and
terminated.
IN WITNESS WHEREOF, the Trustee has caused this instrument to be
executed in its corporate name and delivered on its behalf by its duly
authorized officers, all as of the day first written above.
U.S. BANK TRUST NATIONAL ASSOCIATION,
as Trustee
By /s/ Xxxxx X. Xxxxx
------------------------------------
Its Vice President
--------------------------------
STATE OF MINNESOTA )
)SS.
COUNTY OF WASHINGTON )
The foregoing instrument was acknowledge before me this 29th day of
December, 1998 by Xxxxx X. Xxxxx, the Vice President, of U.S. Bank Trust
National Association, a national banking association.
/s/ Xxxxx Xxxxxxxx
----------------------------------------
Notary Public
(SEAL)
THIS INSTRUMENT WAS
DRAFTED BY:
Xxxxxxx, Street and Deinard
000 Xxxxx Xxxxx Xxxxxx
Xxxxx 0000
Xxxxxxxxxxx, Xxxxxxxxx 00000
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