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HomeMy WebLinkAboutOrd 3689 08/19/1986ORDINANCE NO. 3689 AN ORDINANCE AUTHROIZING THE AMENDMENT TO CERTAIN DOCUMENTS RELATING TO THE ISSUANCE BY THE VILLAGE OF MOUNT PROSPECT, ILLINOIS OF ITS $1,150,000 ECONO,mIC DEVELOPMENT REVENUE BOND (XYTEL CORPORATION PROJECT) PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 19th DAY OF Auqust ,1986. Published in pamphlet form by authority of the corporate authqrities of the Village of Mount Prospect, Illinois, the 21st day of . August ~986. RDINANCE NO. 3689 AN ORDINANCE AUTHORIZING THE AMENDMENT TO CERTAIN DOCUMENTS RELATING TO THE ISSUANCE BY THE VILLAGE OF MOUNT PROSPECT,-ILLINOIS OF ITS $1,150,000 ECONOMIC DEVELOPMENT REVENUE BOND (XYTEL CORPORATION PROJECT). WHEREAS, the Village of Mount Prospect, Illinois (the "Issuer") adopted Ordinance No. 3274 on November 3, 1982 relating to the issuance of its $1,150,000 Economic Development Revenue Bond (Xytel Corporation Project) on November 8, 1982 (the "Bond"); and WHEREAS, the various parties desire to amend certain of the provisions relating to the documents which were executed in connection with the issuance of the Bond; and WHEREAS, it is necessary for the Issuer to enter into an Agreement to Amend Loan Agreement with LaSalle National Bank as Successor Trustee to Exchange National Bank of Chicago, not personally, but as Trustee under Trust No. 10-039628-09 and River Forest State Bank and Trust Company, as trustee under that certain Indenture of Trust (the "Indenture") dated as of October 1, 1982 from the Issuer (the "Trustee"), and consented to by Surjit S. Randhava, Sarabjit Randhava, Mary E. Randhava and River Forest State Bank, as Purchaser (the "Purchaser"), a copy of which is attached hereto and incorporated herein (the "Agreement to Amend Loan Agreement") and to enter into an Amendment to Indenture of Trust with the Trustee and consented to by the Purchaser, a copy of which is attached hereto and incorporated herein (the "Amendment to Indenture of Trust") to effectuate said amendments; and WHEREAS, pursuant to Section 203 of the Indenture the Issuer is required to issue a substitute bond for the the Bond. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COUNTY OF COOK, STATE OF ILLINOIS, AS FOLLOWS: Section 1. That the form, terms and provisions of the proposed Agreement to Amend Loan Agreement and the Amendment to Indenture of Trust are approved and the President and the Village Clerk of the Issuer be, and they are hereby authorized, empowered and directed to execute and deliver such instruments in the name and behalf of the Issuer. Section 2. That the President and the Village Clerk of the Issuer be, and they are hereby authorized, empowered and directed to execute and deliver a substitute bond pursuant to the provisions of Section 203 of the Indenture. Section 3 That this Ordinance shall be in full force and effect from and after its passage and apporval, in accordance with law. PASSED and APPROVED this 19th day of Angus~ , 1986. AYES: Arthur, NAYS: None ABSENT: None Farley, Floros, Murauskis, Van Geem, Wattenberg Village President ATTEST: village Clerk AGREEMENT TO AMEND LOAN AGREEMENT This Agreement made this day of , 1986 by and between the VILLAGE OF MOUNT PROSPECT, ILLINOIS, (the "Issuer"), LASALLE NATIONAL BANK as successor trustee to EXCHANGE NATIONAL BANK OF CHICAGO, not personally, but as trustee under Trust No. 10-039628-09 (the "Borrower") and RIVER FOREST STATE BANK AND TRUST COMPANY, as trustee under that certain Indenture of Trust of October 1, 1982 from the Village of Mount Prospect, dated as Illinois WHEREAS, (the "Trustee"). W I T the Issuer has N E S S E T H: previously issued its $1,150,000.00 Economic Development Revenue Bond ~Xytel Corporation Project) on November 8, 1982 (the "Bond") pursuant to the terms of that cer- tain Indenture of Trust dated as of October 1, 1982 between the Issuer and the Trustee (the "Indenture"); and WHEREAS, payments for the Bond are derived from that cer- tain Promissory Note dated as of October 1, 1982 in the original principal amount of $1,150,000.00 from the Borrower to the Issuer which Note has been assigned to the Trustee (the "Note"); and WHEREAS, the Note is issued pursuant to the terms of that certain Loan Agreement dated as of October 1, 1982 between the Issuer and the Borrower (the "Loan Agreement"'); and WHEREAS, the Bond was purchased by and is presently held and owned by River Forest State Bank and Trust Company (the "Purchaser"); and WHEREAS, the Borrower has ~U~S[ed that the Trustee release, as collateral, that certain Letter of Credit No. SPL-25734 issued by Harris Trust and Savings Bank on November 8, 1982 in the ori- ginal amount of $1,194,977.78 in favor of the Trustee (the "Letter of Credit"); and %~EREAS, the Trustee is willing to modify the Loan Agreement in order to release the Letter of Credit provided that the Bor- 'rower shall place with the Trustee a Certificate of Deposit in the amount of $100,000.00 and provided further that the Borrower shall agree that its first right of optional prepayment under the Loan Agreement shall be extended to November 1, 1992 from November 1, 1987 and provided further that the Borrower agrees that any prin- cipal and/or interest payment received sixteen (16) or more days after its due date shall be subject to a late charge equal to 10% of the amount of said principal and/or interest payment. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein it is agreed as follows: 1. Upon execution hereof, and following full compliance with paragraphs 2 and 3 hereof, the Trustee shall deliver the Letter of Credit to Harris Trust and Savings Bank with a direction that the Letter of Credit be cancelled. The Loan Agreement pursuant to the execution hereof shall be deemed to be amended and modi- fied as follows: (a) All references to the Letter of Credit and to Harris Trust and Savings Bank as the "Credit Obligor" are deleted including but not limited to those references found on pages 1, 4, 5, 31 and 'pages 3 and 4 of Exhibit B -2- attached to and made a part of the Loan Agreement. (b) Section 5.11 is deleted in its entirety and a new Sec{ion 5.11 is inserted in lieu thereof to read as follows: "Section 5.11 Certificate of Deposit. The Borrower shall purchase from the Purchaser a $100,000.00 Certificate of Deposit (the "Certificate of Deposit") and pledge same to the Trustee as additional collateral for the Note and the Bond. The Certificate of Deposit shall be for a term of eighteen (18) months from the date of issue and shall automatically renew for additional ei~Steen (18) month periods so lon~ as the Bond remains outstanding, provided, however, tha~ the Trustee shall release the Cer- tificate of Deposit as such time that the princi- pal balance outstanding on the Bond shall be less than $775,000.00 and provided further that the Bor- rower shall not then be in default under the terms of this Agreement, or the Note, the Bond or the Indenture." (c) Subsections 6.1(b) and 6.1(f) are deleted in their entirety. (d) Section 7.1 is modified by changing the date "1987" in the fourth line thereof to "1992." (e) Page 2 of Exhibit B is amended to provide that the Borrower's first option to prepay the Note is changed -3- from November 1, 1987 to November 1, 1992. In addition, page 2 of Exhibit B is further modified by deleting the first sentence of the second paragraph thereon and in- serting in lieu thereof the following: "The Borrower covenants to Day a late charge equal to 10% of any principal and/or interest payment which is received by the holder hereof sixteen (16) or more days following the payment date for said principal and/or interest." 2. This Agreement is expressly made subject to the follow- ing conditions which must have been satisfied prior to the release of the Letter of Credit: (a) The Borrower shall h~ve delivered to the Trustee a market value appraisal acceptable to the Purchaser which indicates a value for the real estate known as 801 Busi- ness Center Drive, Mount Prospect, Illinois of at least $1,500,000.00. (b) The Borrower shall, at its own cost and expense, have provided to the Trustee an opinion of Bond Counsel acceptable to the Trustee and the Purchaser providing that the changes set forth herein and in the Note, the Bond and the Indenture do not constitute a reissuance with respect to the Bond and to provide further that changes set forth herein do not affect interest income with respect to the Bond which interest remains tax exempt from federal corporate income tax. (c) Surjit S. Randhava, Sarabjit Randhava, and -4- Mary E. Randhava~shall have delivered to the Trustee personal financial statements in form acceptable to the Trustee, and shall have approved this Agreement and amended their Guaranty Agreement. (d) The Borrower shall have delivered to the Trustee, financial statements for Xytel Corporation for its fiscal year ending January 31, 1986. Said financial statements must be prepared in accord with generally accepted accounting principles and must be acceptable to the Purchaser. (e) The Borrower shall have purchased from the Purchaser a Certificate of Deposit in the amount of $100,000.00 and pledged same %o tional collateral for the Note. nowledges that inter~st paid by the Trustee as addi- The Borrower ack- the Purchaser on the Certificate of Deposit may not exceed interest due pursuant to the Bond. 3. The Borrower agrees to pay all expenses (including fees and expenses of Bond counsel and the Trustee's and the Purchaser's counsel) incurred in the negotiation and preparation of this Agreement. 4. This Agreement is executed by LaSalle National Bank as successor trustee for Exchange National Bank of Chicago, not per- sonally, but solely as trustee under Trust No. 10-039628-09 in the exercise of the power and authority conferred upon it and vested in it as such Trustee. No personal liability shall be asserted or be enforceable against LaSalle National Bank because -5- or in respect of this Agreement, all such liability, if any, being expressly waived by each holder hereof. LaSalle National Bank shall be personally liable for the performance of any of the terms and conditions of this Agreement. IN WITNESS WHEREOF, the have caused this Agreement and their respective seals their duly authorized written. Issuer, the Borrower and the Trustee to be executed in their respective names to be hereunto affixed and attested by signatures, all as of the day first above ATTEST: BY: Its: Village Clerk VILLAGE BY: Its: OF MOUNT PROSPECT, President ILLINOIS ATTEST: BY: Its: ATTEST: BY: Its: LASALLE NATIONAL BANK, not personally, but as Trustee under Trust No. 10-039628-09 BY: Its: RIVER FOREST STATE BANK AND TRUST COMPANY as Trustee under Indenture of Trust dated October 1, 1982 from the Village of Mount Prospect, Illinois BY: Its: APPROVED: The following parties hereby acknowledge their consent to the foregoing Surjit S. Randhava, Guarantor $arabjit Randhava, Guarantor Mary E. Randhava, Guarantor RIVER FOREST STATE BANK AND TRUST COMPANY, Purchaser BY: Its: -6- STATE OF ILLINOIS) ) COUNTY OF COOK ) SS The foregoing instrument was acknowledged before me this this day of , 1986 by and who are respectively, Village President and Village Clerk of the Village of Mount Prospect, Illinois, an Illinois municipal corporation, on behalf of said municipal corporation. Given under my hand and notarial seal this day of , 1986. Notary Public STATE OF ILLINOIS) ) COUNTY OF COOK ) SS The foregoing instrument was ~cknowledged before me this __ day of , 1986 by and who are respectively and of LaSalle~National Bank, not personally, but as Trustee under Trust No. 10-039628-09. Given under my hand and notarial seal this __ , 1986. day of Notary Public STATE OF ILLINOIS) ) COUNTY OF COOK ) SS The foregoing instrument was acknowledged before me this -- day of , 1986 by and who are respectively and of River Forest State Bank and Trust Company as Trustee under that certain Indenture of Trust dated October 1982 from the Village of Mount Prospect, Illinois. Given under my hand and notarial seal this , 1986. day of Notary Public -7- STATE OF ILLINOIS) ) COUNTY OF COOK ) SS I, , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that SURJIT S. RANDHAVA appeared before me this day in person and acknowledged that he signed and sealed the said instrument as his own free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this day of , 1986. STATE OF ILLINOIS) ) COUNTY OF COOK ) SS Notary Public I, , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that SARABJIT S. RANDHAVA appeared before me this day in person and acknowledged that he signed and sealed the said instrument as his own free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this __ day of , 1986. STATE OF ILLINOIS) ) COUNTY OF COOK ) SS Notary Public I, , a Notary Public in and for said County, in the State aforesaid, DO HEREBY CERTIFY that MARY E. RANDHAVA appeared before me this day in person and acknowledged that she signed and sealed the said instrument as her own free and voluntary act, for the uses and purposes therein set forth. Given under my hand and notarial seal this __ day of , 1986. Notary Public -8- AMENDMENT TO INDENTURE OF TRUST This Agreement made this -- day of , 1986 by and between the VILLAGE OF MOUNT PROSPECT, ILLINOIS (the "Issuer"), and RIVER FOREST STATE BANK AND TRUST COMPANY, "Trustee"). W I T N E S S E T H: Issuer has previously issued as Trustee, (the WHEREAS, the its $1,150,000.00 Economic Development Revenue Bond (Xytel Corporation Project) on November 8, 1982 (the "Bond") pursuant to the terms of that cer- tain Indenture of Trust dated as of October 1, 1982 between the Issuer and the Trustee (the "Indenture"); and WHEREAS, payments for the Bond are derived from that certain Promissory Note dated as of October 1, 1982 in the original prin- cipal amount of $1,150,000.00 from the Exchange National Bank of Chicago as Trustee undLr Trust No. 39628 as Borrower to the Issuer which Note has been assigned to the Trustee (the "Note"); and WHEREAS, the Note is issued pursuant to the terms of that certain Loan Agreement dated as of October 1, 1982 between the Issuer and the Borrower (the "Loan Agreement"); and WHEREAS, the Bond was purchased by and is presently held collateral, Credit No, SPL-25734 issued by Harris Trust and and owned by River Forest State Bank and Trust Company the "Purchaser"); WHEREAS, as that certain and Savings Bank on November 8, 1982 in the original amount of $1,194,977.78 in favor of the Trustee (the "Letter of Credit"); and the Trustee has been asked to release, Letter of WHEREAS, the Trustee is willing to release the Letter of Credit and amend and modify the Indenture provided that it be furnished with Certificate of Deposit in the amount of $100,000.00 and provided further that the Bond be modified to provide that the first right of optional prepayment of the Issuer thereunder shall be extended to November 1, 1992 from November 1, 1987, and provided further that the Bond be amended to provide that any principal and/ br interest payment received sixteen (16) or more days after its due date shall be subject to a late charge equal to 10% of the amount of said principal and/or interest payment; and WHEREAS, Section 1202 of the Indenture allows for amendments thereto upon the consent of 66 2/3% in aggregate principal amount of the outstanding Bond; and ~EREAS, the Trustee has obtained the NOW, THEREFORE, in consideration of mutual covenants contained herein, it is is amended and modified as follows: 1. All references in the Indenture to the Letter of Credit and to Harris Trust and Savings Bank as the Credit Obligor are hereby deleted, including, but not limited to those references contained on pages 2, 5, 15, 16, 23, 41, 42, 43, 46 and 51. 2. Section 1010 is deleted in its entirety. 3. The last sentence of the'first paragraph on page 4 of Indenture is deleted in its entirety and the following is the substituted in its place: "In the event that any principal interest payment due pursuant to consent of the Purchaser. the foregoing, and the agreed that the Indenture and/or the Bond -2- iS received by the holders thereof sixteen (16) or more days following the payment date for said principal and/or interest, then a late charge shall accrue equal to 10% of any overdue p~incipal an~/or interest payment." 4. Pages 6 and 29 of the Indenture are modified in the following fashion: (a) The second full paragraph on page 6 is modified by deleting in the second line thereof "November 1,1987" and inserting in its place "November 1, 1992." (b) The second paragraph of Section 701 on page 29 is deleted in its entirety and the fol- lowing'is substituted in its place: "In order to e~ercise such option with respect to the Bond, the holder thereof must tender and deliver to the Trustee the Bond to be so redeemed not less than 180 days prior to November 1, 1992 together with a properly executed notice to the Trustee that the holder thereof is exercising its option to have the Bond redeemed (which notice shall be in the form acceptable to the Trustee)." 5. This Amendment shall be attached to and made a part of the Indenture. 6. All other terms, provisions and conditions of the Indenture as modified hereby, are hereby confirmed. -3- IN WITNESS WHEREOF ndenture as of the day the parties hereto have executed this and year first above written. (SEAL) 'ATTEST: VILLAGE BY: Its: OF MOUNT PROSPECT, ILLINOIS -Village Clerk (SEAL) RIVER FOREST STATE BANK AND TRUST COMPANY, as Trustee BY: Its: ATTEST: Its: APPROVED: RIVER FOREST STATE BANK AND TRUST COMPANY, as Purchaser BY: Its: -4- STATE OF ILLINOIS) )SS COUNTY OF COOK ) The foregoinD instrument was acknowledged before me this day of , 1986, by and · who are, respectively, and of the Village of Mount Prospect, Illinois, an Illinois municipal corporation, on behalf of said m~nicipal corporation. Given under my hand and notarial seal this __day of · 1986. (SEAL) My Commission Expires Notary Public STATE OF ILLINOIS) )SS COUNTY OF COOK ) The foregoing instrument was acknowledged before me this day of , 1986, by and , who are, respectively, and of River Forest State Bank and Trust Company, an Illinois banking corporation, on behalf of the corporation. Given under my hand and notarial seal this · 1986. day of (SEAL) Notary Public My Commission Expires -5-