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HomeMy WebLinkAboutOrd 3462 10/16/1984ORDINANCE NO. 3462 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF MOUNT PROSPECT, ILLINOIS, OF A PROJECT CONSISTING OF ACQUISITION OF REAL ESTATE AND CONSTRUCTION AND EQUIPPING OF AN INDUSTRIAL BUILDING AND RELATED PROPERTY IN ORDER THAT ROSCOR CORPORATION, AN ILLINOIS CORPORATION, MAY BE PROVIDED WITH FACILITIES TO RELIEVE CONDITIONS OF UNEMPLOYMENT AND ENCOURAGE THE INCREASE OF COMMERCE: AUTHOR- IZING AND PROVIDING FOR THE ISSUANCE BY SAID VILLAGE OF MOUNT PROSPECT, ILLINOIS OF ITS ECONOMIC DEVELOPMENT REVENUE BOND (ROSCOR CORPORATION PROJECT) WHICH WILL BE PAYABLE SOLELY FROM THE RECEIPTS FROM A LOAN AGREEMENT; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND ROSTON INVESTMENTS, AN ILLINOIS GENERAL PARTNERSHIP, PROVIDING FOR THE FINANCING OF SAID PROJECT: AUTHORIZING THE EXECUTION AND DELIVERY OF AN ASSIGNMENT AND AGREEMENT AS SECURITY FOR THE PAYMENT OF SAID BOND: CONFIRMING SALE OF SAID BOND TO THE PURCHASER THEREOF: AND RELATED MATTERS. WHEREAS, the Village of Mount Prospect (the "Issuer") is a home rule unit of local government and is authorized and empowered by the provisions of Article VII, Section 6 of the 1970 Illinois Constitution and Ordinance No. 2925 passed by the Board of Trustees of the Issuer on July 17, 1979 as from time to time supplemented and amended (the "Enabling Ordinance"), to finance in whole or in part the cost of the acquisition, purchase, or extension of any industrial project in order to encourage industrial development of the municipality; and WHEREAS, the Issuer is further authorized by the Enabling Ordinance to issue economic development revenue bonds payable solely from payments to be derived by the Issuer from the user of such facilities and secured by a mortgage and a pledge of said payments and the Enabling ordinance provides that such bonds shall be entitled to a mortgage and a pledge of such payments; and WHEREAS, as a result of negotiations between the~ Issuer and Roston Investments, an Illinois general partnership of which Phillip Roston, Mitchell Roston and Paul Roston, all of 616 West Oakton Street, Mortton Grove, Illinois are general partners (the "Borrower"), contracts have been or will be entered into by the Borrower for the acquisition of certain real property and the construction and equipping of an industrial facility and an office facility, thereon, wholly within the boundaries of the Issuer, and which Project will be of the character and will accomplish the purposes provided by the Enabling Ordinance, and the Issuer is willing to issue its economic development revenue bond to finance the Project upon terms which will be sufficient to pay the cost of acquisition, construction and equipping of the Project as evidenced by such economic development revenue bond, all as set forth in the details and provisions of the Loan Agreement hereinafter identified (the "Agreement"); and WHEREAS, the Project will be leased to Roscor Corporation, an Illinois corporation (the "Company") under the terms of a Lease Agreement dated as of October 1, 1984 by and between the Borrower, as lessor, and the Company, as lessee (the "Lease") and said Lease has been assigned by the Borrower to the Issuer for further assigning to American National Bank and Trust Company of Chicago (the "Bank"); and WHEREAS, it is estimated that the costs of the Project, including costs relating to the preparation and issuance of the industrial development revenue bond, will be not less than $2,000,000; and -2- WHEREAS, the Project will create employment opportunities and enhance the tax base in the Village of Mount Prospect, Illinois; and WHEREAS, the Issuer proposes to sell the economic development revenue bond hereinafter authorized and designated "Economic Development Revenue Bond (Roscor Corporation Project)" (the "Bond") upon a negotiated basis to the Bank; and WHEREAS, the Issuer held a Public Hearing pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended, on , 1984 and hereby approves the issuance of the revenue bond; NOW, THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, COOK COUNTY, ILLINOIS, AS FOLLOWS: DEFINITIONS Section 1. The following words and terms as used in this Resolution shall have the following meanings unless the con- text or use indicates another or different meaning or intent: "Acquisition and Construction Fund" means the Village of Mount Prospect, Illinois Acquisition and Construction Fund (Roscor Corporation Project) created in Section 5 hereof. "Agreement" means the Loan Agreement dated as of October 1, 1984 by and between the Issuer and the Borrower, as from time to time amended and supplemented together with the Note of the Borrower in the form appended thereto as Exhibit C. -3- "Assignment" means the Assignment and Agreement dated as of October 1, 1984 by and between the Issuer and the Bank. "Bank" means American National Bank and Trust Company of Chicago, Chicago, Illinois, and its successors and assigns. "Bond" means the Bond authorized to be issued hereunder. "Bond Fund" means the Village of Mount Prospect, Illinois Bond Fund (Roscor Corporation Project) created in Section 7 hereof. "Bond Ordinance" means this Ordinance. "Bond Purchase Agreement" means the Bond Purchase Agree- ment dated as of October 1, 1984 between the Issuer and the Bank. "Borrower means Roston Investments, an Illinois general partnership and its successors and assigns. "Code" means the Internal Revenue Code of 1954, as amended. "Company" means Roscor Corporation, an Illinois corporation, and its successors and assigns. The term "Default" means those defaults, exclusive of any period of grace, specified in and defined in Section 11 hereof. "Enabling Ordinance" means Ordinance No. 2925 passed by the Board of Trustees of the Issuer on July 17, 1979, as from time to time supplemented and amended. The term "Event of Default" means those events specified in and defined in Section 11 hereof. The words "hereof," "herein," "hereunder" and other words of similar import refer to this Ordinance as a whole. "Issuer" means the Village of Mount Prospect, Illinois and its successors and assigns. -4- "LeaSe" means the Lease Agreement dated asof october 1, 1984 between the Borrower and the Company. "Mortgage" or "Mortgage and Security Agreement" means the Mortgage and Security Agreement dated as of October 1, 1984 of the Borrower. "Person" means natural persons, partnerships, associa- tions, corporations and public bodies. "Prime Rate" means the interest rate per annum announced as such from time to time by American National Bank and Trust Company of Chicago at its principal office in Chicago, Illinois as its prime rate. "Project" means the Project Site, the Building and the Equipment and the acquisition, renovation and installation thereof to be financed with the proceeds of the Bond, as each is defined and described in the Agreement. AUTHORIZATION OF THE PROJECT Sec$$on ~. That in order to promote the general welfare of the Village of Mount Prospect, Illinois and its inhabitants by relieving conditions of unemployment and encouraging the increase of industry and economic development, the Project shall be and is hereby authorized to be financed as described herein. It is hereby found and declared that the financing of the Project and the use thereof by the Borrower as hereinafter provided is necessary to accomplish the public purposes described in the preamble hereto and in the Enabling Ordinance. -5- A..~/fHORIZAT!ON AND PREPAYMENT OF BOND _i Section ~. That for the purpose of financing the cost of said Project there shall be and there is hereby authorized to be issued by the Issuer its Economic Development Revenue Bond (Roscor Corporation Project), in the principal sum of $2,000,000 dated the date of delivery thereof, payable to the order of the Bank as registered holder with interest from the date thereof on the unpaid principal amount at the rate per annum (based on a year of 360 days of actual days elapsed) of seventy-five percent (75%) of the Prime Rate in effect as of the date thereof to be effective until October $1, 1984 and to be established on October 31, 1984 and monthly thereafter on the last day of each month, said interest being payable on October 31, 1984 and continuing on the last day of each month thereafter to and including August 31, 1985, and thereafter both principal and interest at the rate described above shall be payable in one hundred seventy-nine (179) consecutive monthly installments of $25,000 each that become due on September 30, 1985 and on the last day of each month thereafter to and including September 30, 2000, with a final installment of all unpaid principal on September 30, 2000. The Bond shall bear interest on any overdue principal and interest at the rate of two percent (2%) per annum over the Prime Rate until paid. Both principal and interest on the Bond shall be payable in immediately available funds at the principal office of the holder thereof. If a Determination of Taxability, as defined in Section 6.5 of the Agreement, occurs, the Bond shall bear interest at the rate which is equal to the Prime Rate which is in effect from time to time plus one and three-quarters percent (1-3/4%) adjusted -6- retroactively from the Effective Date of Taxability, as defined in Section 6.5 of the Agreement. In addition, there shall be paid to the holder thereof, all pehalties and interest thereon, which the holder thereof has incurred or estimates it will incur by reason of such Determination of Taxability with respect to its current and past tax years. The principal of the Bond is subject to optional prepay- ment on any installment payment date in whole or in part in the inverse order of their maturity upon written notice given by the Borrower on behalf of the Issuer, at least five business days prior to the installment payment date the Borrower shall designate as the prepayment date at a price equal to 100% of the principal amount thereof to be prepaid, plus accrued and unpaid interest thereon to the date fixed for prepayment; provided however that, in addition the Borrower and the Company shall have paid or prepaid in full all other indebtedness of the Company and of the Borrower to the Bank. If other funds in an amount in excess of $1,000 shall become available in the Bond Fund, and are not otherwise required to be applied to the payment of the Bond, the Bank shall, without notice from the Borrower or the Issuer, promptly, but in any event within fifteen business days from the date in which such funds become available, apply such funds to the prepayment of the Bond at the prepayment price set forth above, and shall give notice to the Borrower and the.Issuer of such prepayment. All principal installments of the Bond or portion thereof designated for prepay- ment will cease to bear interest on the specified prepayment date, provided funds for their prepayment are on deposit at the place of payment at that time. --7-- The ~rincipal of and interest on the Bond shall be payable to the order of the Bank or its assigns in lawful money of the United States of America in immediately available funds at the principal office of the Bank as shown on the registration books of the Issuer. The Bank shall note on the Payment Record attached as Schedule A to the Bond the date and amount of payment of principal and interest then being paid and of interest theretofore paid and not yet noted thereon and upon request of the Borrower or the Issuer, the Bond shall be made available for inspection by the Borrower or the Issuer at the offices of the Bank. The Bond is transferable only upon presentation to the Bank, as Registrar, of a written transfer duly acknowledged by the registered holder or his attorney and such transfer shall not be effective Until it is noted upon the Bond and upon the books of the Issuer kept for that purpose by the Bank that such transfer is in compliance with all provisions of Section 103(j) of the Code and the regulations promulgated thereunder or proposed regulations published in the Federal Register. The Bank is hereby appointed as Registrar for purposes of bond registration. The Bond shall be signed by the President and attested by the Village Clerk of the Issuer and the corporate seal of the Issuer shall be affixed thereto. The Bond, together with interest thereon, shall be a limited obligation of the Issuer secured by the Mortgage and payable solely from the receipts derived from the Agreement and the Lease (except to the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof) and shall be a valid claim of the owner thereof only against the Bond Fund and other moneys held by the Bank pursuant -8- to, and the receipts derived from, the Agreement and the Lease, which receipts shall be used for no other purpose than to pay the principal of and interest on the Bond, except as may be otherwise expressly authorized in this Bond Ordinance. The Bond and the obligation to pay interest thereon does not now and shall never constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof~ or a charge against their general taxing powers, within the meaning of any constitutional or statutory provisions of the State of Illinois, but shall be secured by the Mortgage and payable solely from the receipts received pursuant to the Agreement and the Lease. BOND FORM Section ~. That the Bond and Payment Record - Schedule "A" shall be in substantially the following form: -9- UNITED STATES OF AMERICA STATE OF ILLINOIS VILLAGE OF MOUNT PROSPECT PAYABLE BY THE ISSUER SOLELY AND ONLY FROM RECEIPTS DERIVED FROM THE LOAN AGREEMENT~EREIN DEFINED Economic Development Revenue Bond (Roscor Corporation Project) $2,000,000 The Village of Mount Prospect, Illinois, a municipality of the State of Illinois, created and existing under the laws of the State of Illinois (the "Issuer"), for value received promises to pay solely and only from the source and as hereinafter provided, to the order of American National Bank and Trust Company of Chicago, Chicago, Illinois (the "Bank") as the Registered Holder hereof as hereinafter provided, or its assigns, the principal sum of: TWO MILLION DOLLARS ($2,000,000) with interest from the date hereof on the unpaid principal amount at the rate per annum (based on a year of 360 days of actual days elapsed) of seventy- five percent (75%) of the interest rate per annum announced as such from time to time by American National Bank and Trust Company of Chicago at its principal office in Chicago, Illinois as its prime rate (the "Prime Rate") in effect as of the date hereof to be effective until October 31, 1984 and to be established on October 31, 1984 and monthly thereafter on the last day of each month, said interest being payable on October 31, 1984 and continuing on the last day of each month thereafter to and including August 31, 1985, and thereafter both principal and interest at the rate described above shall be payable in one hundred seventy-nine (179) -10- consecutive monthly installments of $25,000 each that become due on September 30, 1985 and on the last day of each month thereafter to and including September 30, 2000, with a final installment of all unpaid principal on September 30, 2000. This Bond shall bear interest on any overdue principal and interest at the rate of two percent (2%) per annum over the Prime Rate until paid. If a Determination of Taxability, as defined in the Agreement, occurs, this Bond shall bear interest at the rate which is equal to the Prime Rate which is in effect from time to time plus one and three-quarters percent (1-3/4%) effective retroactively from the Effective Date of Taxability; as defined in the Agreement. In addition, there shall be paid to the holder thereof, all penalties and interest thereon, which the holder thereof has incurred or estimates it will incur by reason of such Determination of Taxability with respect to its current and past tax years. Both principal hereof and interest hereon are payable in immediately available funds at the address of the Bank as shown on the registration books of the Issuer. Payments of principal and interest, including prepay- ments of principal installments, shall be noted on the Payment Record - Schedule "A", made a part of this Bond as provided in the Bond Ordinance hereinafter identified, pursuant to which the Bond is issued. This Bond is issued in the principal sum of $2,000,000 pursuant to Ordinance No. 2925 passed by the Board of Trustees of the Issuer on July 17, 1979, as from time to time amended and supplemented (the "Enabling Ordinance") and to an Ordinance (the "Bond Ordinance") duly adopted by the Board of Trustees of the -11- Issuer on October finance the cost of acquiring, industrial facility and office "Project") and paying expenses , 1984 for the purpose of providing zunds to constructing and equipping an facility (hereinafter called the incidental thereto, to the end that the Issuer may be able to relieve conditions of unemployment and encourage the increase of industry and economic development within the Village of Mount Prospect, Illinois. The proceeds of this Bond will be used by the Issuer to pay or reimburse Roston Investments, an Illinois general partnership, (the "Borrower") for the costs of acquisition, construction and equipping of the Project, under the terms of a Loan Agreement dated as of October 1, 1984 (which agreement, as from time to time supplemented and amended, is hereinafter referred to as the "Agreement") and the Project will be leased by the Borrower to Roscor Corporation, an Illinois corporation (the "Company") under the terms of a Lease Agreement dated as of October 1, 1984 by and between the Borrower, as lessor and the Company, as lessee (the "Lease"). This Bond is secured by a pledge and assignment of receipts derived by the Issuer pursuant to the Agreement and from a mortgage on the Project pursuant to an Assignment and Agreement dated as of October 1, 1984 (the "Assignment") from the Issuer to the Bank, as more fully described in the Bond Ordinance. Reference is made to the Bond Ordinance for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer, the rights of the owners of this Bond, and of the terms on which this Bond is or may be issued. The owner hereof by the acceptance of this Bond assents to all the provisions of the Bond Ordinance. -12- Upon ~ive days' prior written notice given by tne Borrower on behalf of the Issuer the principal installments of this Bond are subject to prepayment in whole or in part in the inverse order of their maturity at a prepayment price of par plus accrued interest to the prepayment date; provided always however that, in addition, the Borrower and the Company shall have paid or prepaid in full all other indebtedness of the Company and the Borrower to the Bank. All principal installments of this Bond or portion thereof designated for prepayment will cease to bear interest on the specified prepayment date, provided funds for such prepayment are on deposit at the place of payment at that time. This Bond shall be fully registered as to both principal and interest in the name of the Bank as registered holder in accordance with the Bond Resolution. It shall be transferable only upon presentation to the Bank, as Registrar, of a written transfer duly acknowledged by the registered holder or his attorney, and such transfer shall not be effective until it is noted upon this Bond and upon the books of the Issuer kept for that purpose by the Bank that such transfer is in compliance with all provisions of Section 103(j) of the Internal Revenue Code of 1954, as amended, and the regulations promulgated thereunder or proposed regulations published in the Federal Register. The Bank has been appointed as Registrar for purposes of bond registration. This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Illinois and the ordinances of the Issuer, particularly the Act. This Bond and the obligation to pay interest hereon are limited obligations of the Issuer, secured by a mortgage and assignment and payable solely -13- out of the receipts derived by the Issuer pursuant to the Agreement and the Lease and as otherwise provided in the Bond Ordinance and the Agreement. This Bond and the obligation to pay interest hereon shall not be deemed to constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof, or a charge against their general taxing powers, within the meaning of any constitutional or statutory provision of the State of Illinois, but shall be secured by the Mortgage and payable solely from the receipts derived by the Issuer pursuant to the Agreement and the Lease. Pursuant to the provisions of the Agreement, pa!nments sufficient for the prompt payment when due of the principal of and interest on this Bond are to be paid by the Borrower to the Bank for the account of the Issuer and deposited in a special account created by the Issuer and designated "Village of Mount Prospect, Illinois Bond Fund (Roscor Corporation Project)," and all receipts under the Agreement and the Lease have been duly pledged and assigned to the Bank pursuant to the Assignment for that purpose, under the Bond Ordinance to secure payment of such principal and interest. Under certain circumstances, on the conditions, in the manner and with the effect set forth in the Bond Ordinance, the principal of this Bond together with interest accrued thereon may become or may be declared due and payable before the stated maturity thereof. Modifications, alterations or amendments of the provisions of the Bond Ordinance may be made only to the extent and in the circumstances permitted by the Bond Ordinance. -14- IT I~ ~EREBY CERTIFIED, RECITED ANDDECLARED tx~ all acts, conditions and things required by the Constitution and laws of Illinois and the Act to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, the Village of Mount Prospect, Illinois, by its governing body, has caused this Bond to be signed on its behalf by its President and attested by its Village Clerk and the corporate seal of said Issuer to be affixed hereto, all as of October , 1984. VILLAGE OF MOUNT PROSPECT, ILLINOIS (SEAL) Attest: Village Cl~rk President -15- PROVISIONS FOR REGISTRATION The Bond shall be registered on the books of the Village of Mount Prospect kept for that purpose by American National Bank and Trust Company of Chicago, Chicago, Illinois, as Bond Registrar. The principal and interest on this Bond shall be payable only to or upon the order of the registered holder or his legal repre- sentative. Date of Registration REGISTRATION Name of Registered Owner American National Bank and Trust Company of Chicago 33 North LaSalle Street Chicago, Illinois 60690 Attention: Commercial Loan Department Signature of Registrar -16- CUSTODY AND APPLICATION OF PROCEEDS OF BOND: ACQUISITION AND CONSTRUCTION FUND Section 5. There is hereby created and established with the Bank, which is hereby constituted and appointed as depository for the Issuer, a special fund in the name of the Issuer to be designated "Village of Mount Prospect, Illinois Acquisition and Construction Fund" and identified with the name of the Borrower. The proceeds received by the Issuer upon the sale of the Bond shall be deposited in the Acquisition and Construction Fund which shall be held in a separate account by Bank as depository. Moneys in the Acquisition and Construction Fund shall be expended in accordance with the provisions of the Agreement, and particularly Section 3.6 thereof. The Bank, as depository, shall keep and maintain adequate records pertaining to the Acquisition and Construction Fund and all disbursements therefrom, and after the Project has been completed and a certificate of payment of all costs filed as provided in this Section, the Bank shall deliver copies of such records to the Issuer and the Borrower. The completion of the Project and payment of all costs and expenses incident thereto shall be evidenced by the filing with the Issuer and the Bank of certificates of the Authorized Borrower Representative as required by Section 3.7 of the Agreement. Any moneys thereafter remaining in the Acquisition and Construction Fund shall be applied in accordance with Section 3.6 of the Agree- ment. -17- PAYMENT OF AMOUNTS UNDER THE AGREEMENT Section 6. It is the declared intention of the Issuer to authorize the disbursement of the proceeds of the Bond in order to finance the acquisition, renovation and equipping of the Project pursuant to the Agreement in substantially the form which has been presented to and is hereby approved by the governing body of the Issuer and which is now on file in the official records of the Issuer. The President is hereby authorized to execute and acknow- ledge said Agreement for and on behalf of the Issuer, and the Village Clerk is hereby authorized to attest same and to affix thereto the corporate seal of the Issuer. Said Agreement and the receipts thereof, including all moneys received under its terms and conditions, are to be sufficient to pay the principal of and interest on the Bond hereby authorized and are hereby pledged and ordered paid into the Bond Fund. The Agreement provides that the Borrower shall remit the required payments thereunder directly to the Bank for the account of the Issuer for deposit in said Bond Fund and such provision is hereby expressly approved. REVENUES: BOND FUND Section !. The Bond and all payments required of the Issuer hereunder are not general obligations of the Issuer but are special and limited obligations secured by the Mortgage and payable by the Issuer solely and only out of the receipts derived pursuant to the Agreement and the Lease as provided herein. -18- There is hereby created by the Issuer and orde~=d established with the Bank, as depository, a special fund to be designated "Village of Mount Prospect, Illinois Bond Fund (Roscor Corporation Project)" (the "Bond Fund"), which shall be used to pay the principal of and the interest on the Bond. There shall be deposited into the Bond Fund, as and when received, (a) all prepayments specified in Article IV of the Agreement; (b) all payments and other amounts paid by the Borrower pursuant to Section 3.3 of the Agreement and by the Company pursuant to the Lease; and (c) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement and the Lease. The Bank is authorized and directed to apply amounts available therefor in the Bond Fund to the payment when due of the principal of and interest on the Bond. The Issuer covenants and agrees that should there be an Event of Default or an event that with the passing of time or otherwise may become an Event of Default under the Agreement, the Issuer shall fully cooperate with the Bank at no cost to the Issuer and with the owners of the Bond to the end that the rights and security of such owners maybe fully protected. Nothing herein shall be construed as requiring the Issuer to use any funds or revenues from any source other than funds and revenues derived from the Agreement and the Lease. Any amounts remaining in the Bond Fund, after payment in full of the principal of and interest on the Bond (or provision for payment thereof as provided in this Bond Resolution) and the reasonable charges and expenses of the Bank, shall be paid to the Borrower upon the expiration or sooner termination of the term of the Agreement. -19- Notwithstanding anything herein to the contrary, reference to payments into the Bond Fund shall not preclude direct payment of funds to the Bank for direct application for the purposes for which payments are made. ~SIGNMENT Section 8. As security for the due and punctual payment of the principal of and interest on the Bond hereby authorized, the Issuer hereby and pursuant to the Assigr~ent assigns and pledges to the Bank all receipts derived by the Issuer pursuant to the Agreement (except any payment made pursuant to Section 6.4 and 7.5 of the Agreement relating to indemnification of the Issuer by the Borrower), and the Lease and all rights and remedies of the Issuer under the Agreement, the Note and the Mortgage to enforce payment thereof, including a mortgage on the Project. In evidence of such assignment and pledge and in consideration of the agreement of the Bank to accept its responsibilities with respect to the Bond Fund created pursuant to Section 7 hereof, the President is hereby authorized to execute, for and on behalf of the Issuer, the Assignment and the Village Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer, and the President and Village Clerk are authorized and directed to cause the Assignment to be submitted to the Bank with the Assignment in substantially the form in which it has been presented to and is hereby approved by the governing body of the Issuer, and which is now on file in the official records of the Issuer. -20- INVESTMENTS; ARBITRAG. E Section ~. Any moneys held as part of the Acquisition and Construction Fund created pursuant to Section 5 hereof or as part of Bond Fund created pursuant to Section 7 hereof, may be invested or reinvested on the direCtion of the Borrower, in accord- ance with the provisions of Section 3.10 of the Agreement. Any such investment shall be held by or under control of the Bank and shall be deemed at all times a part of the fund from which such investment was made and the interest accruing thereon and any profit realized from such investments shall be credited to such fund, and any loss resulting from such investments shall be charged to such fund, which loss shall be an obligation of the Borrower as provided in the Agreement. As and when any amount invested pursuant to this Section may be needed for disbursement, the Bank may cause a sufficient amount of the investments to be sold and reduced to cash to the credit of such funds regardless of the loss on such liquidation. The Issuer hereby covenants with the Bank and the owners of the Bond that so long as any principal of the Bond remains unpaid, the governing body of the Issuer will not take or authorize the taking of any action which will cause the Bond to be classified as an "arbitrage bond" within the meaning of Section 103(c) of the Code and any regulations promulgated theretmder, including Section 1.103-13 and Section 1.103-14 of the Income Tax Regulations (26 CFR Part 1) as the same presently exist. For purposes of certifying as to matters of arbitrage, the President is hereby designated an officer responsible for issuing the Bond. -21- GENERAL, COVENANTS section 1--0. The Issuer covenants that it will promptly cause to be paid, solely a~d only from the source mentioned in the Bond, the principal of and interest on the Bond hereby authorized at the place, on the dates and in the manner provided herein and in the Bond, according to the true intent and meaning thereof. The Bond and the obligation to pay interest thereon are limited obligations of the Issuer, secured by the Mortgage and pursuant to the Assignment are payable solely out of the receipts derived by the Issuer pursuant to the Agreement and the Lease and otherwise as provided herein and in the Agreement. The Bond and the obligation to pay interest thereon shall not be deemed to constitute an indebtedness or a loan of credit of the Issuer, the state of Illinois or any political subdivision thereof, or a charge against their general taxing powers, within the meaning of any constitutional or statutory provision of the State of Illinois. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in the Bond Ordinance, in the Bond and in all proceedings of its governing body pertaining thereto. The Issuer covenants that it is duly authorized under the Constitution and laws of the State of Illinois, including particularly and without limitation the Act, to issue the Bond authorized hereby, and to pledge and assign the receipts hereby pledged and assigned in the manner and to the extent herein set forth; that all action on its part for the issuance of the Bond has been duly and effec- tively taken and that the Bond is and will be a valid and -22- enforceable limited obligation of the Issuer according to the true intent and meaning thereof. The Issuer covenants that it will execute, acknowledge and deliver such instruments and other documents as the owners of the Bond or the Bank may reasonably require for the better assuring, granting, pledging and assigning unto the Bank the interest of the Issuer in the Agreement as well as the rights of the Issuer in and to the receipts pursuant to the Assignment and hereby assigned and pledged to the payment of the principal of and interest on the Bond. The Issuer covenants and agrees that, except as herein and in the Agreement provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any part of the receipts derived from the Agreement or the Lease or of its rights under the Agreement. The Issuer covenants and agrees that all books and docu- ments in its possession relating to the receipts derived from the Agreement or the Lease shall at all reasonable times be open to inspection by the owners of the Bond or such accountants or other agencies as such owners may from time to time designate. The Issuer covenants and agrees that it shall through the Bank enforce all of its rights and all of the obligations of the Borrower under the Agreement for the benefit of the owners of the Bond. The Issuer shall protect the rights of the Bank hereunder with respect to the assignment and pledge of the receipts coming due under the Agreement and the Lease. -23- EVENTS OF DEFAULT AND REMEDIES Section 11. Any Event of Default under Section 7.1 of the Agreement is hereby defined as and declared to be and to constitute an "Event of Default". Upon the occurrence of an Event of Default and so long as such Event is continuing, the Bank by notice in writing delivered to the Issuer and the Borrower, may declare the principal ofthe Bond and the interest accrued thereon immediately due and payable, and such principal and interest shall thereupon become and be immediately due and payable. Upon any such declaration all payments under the Agreement from the Borrower immediately shall become due and payable as provided in Section 7.2 of the Agreement. While any principal of or interest on the Bond is unpaid, the Issuer shall not exercise any of the remedies on default specified in Section 7.3 of the Agreement without prior written consent of the Bank. Upon the occurrence of an Event of Default, the Bank may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal of and interest on the Bond and to enforce and compel the performance of the duties and obligations of the Issuer as herein set forth. No remedy conferred upon or reserved to the Bank by the terms of the Bond Ordinance is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given hereunder -24- to the Bank or to the owner or to any other remedy now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any event of default shall impair any such right, power or remedy or shall be construed to be a waiver of any such event of default or to he acquiescence therein; and every such right, power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to any right given or action taken under the provisions of this Section or under the provisions of Article VII of the Agreement (after payments of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer, the Bank or the owners of the Bond) and all such moneys in the Bond Fund shall be applied to the payment of the principal of and interest on the Bond then due and unpaid to the person entitled thereto. Whenever moneys are to be applied pursuant to the provisions of this Section, such moneys shall be applied at such times, and from time to time, as the Bank shall determine, but in any event within fifteen business days after deposit of such moneys in the Bond Fund. The Bank shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date, a~d shall not be required to make payment to the owner of the Bond until such Bond shall be presented to the Bank for appropriate endorsement or for cancel- lation if fully paid. -25- Whenever all principal of and interest on the Bond have been paid under the provisions of this Section and all reasonable expenses of the Bank and the Issuer have been paid, any balance remaining in the Bond Fund shall be paid to the Borrower. With regard to ai~y Default concerning which notice is given to the Borrower under the provisions of the Bond Ordinance, the Issuer hereby grants the Borrower full authority for the account of the Issuer to perform or observe any covenant or obligation alleged in said notice not to have been performed or observed, in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do in order to remedy such default. S ,OF BOm Section 1~2. The sale of the Bond hereby authorized to the Bank at a price of $2,000,000 and payment pursuant to the Bond Purchase Agreement in substantially the form which has been presented to it is hereby approved by the governing body of the Issuer and which Bond Purchase Agreement is now on file in the official records of the Issuer, is hereby in all respects authorized, approved and confirmed. The President is hereby authorized and directed to execute said Bond Purchase Agreement for and on behalf of the Issuer, and the Village Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer. -26- PERFORMANCE PROVISIONS Section 13. The President and Village Clerk, for and on behalf of the Issuer be, and each of them hereby is, authorized and directed to do any and all things necessary to effect the performance of all obligations of the Issuer under and pursuant to the Bond Ordinance, the execution and delivery of the Bond and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by the Bond Ordinance, including without limitation execution and delivery of a Depositary Agreement dated as of October 1, 1984 with the Bank, in substantial- ly the form now before this meeting. The President and Village Clerk be, and they are hereby, further authorized and directed for and on behalf of the Issuer, to execute all papers, documents, certificates and other instruments, including IRS Form 8038, that may be required for the carrying out of the authority conferred by this Bond Ordinance or to evidence said authority and to exercise and otherwise take all action necessary to the full realization of the rights, accomplishments and purposes of the Issuer under the Agreement, the Assignment and the Bond Purchase Agreement and to discharge all of the obligations of the Issuer thereunder. Section 14. Approval is hereby granted of the issuance of the Bond pursuant to Section 103(k) of the Internal Revenue Code of 1954, as amended. Ths Issuer elects to make the provisions of Section 103(b)(6)(D) applicable to the Bond. -27- NOTICES Section 15. It shall be sufficient service of any notice or other paper on the Issuer if the same shall be duly mailed to the Issuer by registered or certified mail, postage pre- paid, return receipt requested, addressed to the Issuer at Village of Mount Prospect, 100 South Emerson Street, Mount Prospect, Illinois 60056, Attention: Village Manager, or to such other address as the Issuer may from time to time file with the Bank and the Borrower. It shall be sufficient service of any notice or other paper on the Borrower if the same shall be duly mailed to the Borrower by registered or certified mail, postage prepaid, return receipt requested, addressed to Attention: . , or to such other address as the Borrower may from time to time file with the Issuer and the Bank. It shall be sufficient service of any notice or other paper on the Bank if the same shall be duly mailed to the Bank by registered or certified mail, postage prepaid,, return receipt requested, addressed to the Bank at 33 North LaSalle Street, Chicago, Illinois 60690, Attention: Commercial Loan Department or to such other address as the Bank may from time to time file with the Issuer and the Borrower. BOND ORDINANCE A CONTRACT: PROVISIONS FOR MODIFIQATIONS, ALTERATIONS AND AMENDMENTS Section 16. The provisions of this Bond Ordinance shall constitute a contract between the Issuer and the owner or owners of the Bond hereby authorized; and after the issuance of the Bond -28- no modification, alteration, or amendment or supplement to the provisions of this Bond Ordinance shall be made in any manner except with the written consent of the owner or owners of the Bond until such time as all principal of and interest on the Bond shall have been paid in full. SATISFACTION AND DISCHARGE Section 1~. All rights and obligations of the Issuer and the Borrower under the Agreement, the Assignment, the Bond, the Note, the Mortgage, the Lease, the Bond Purchase Agreement and the Bond Ordinance shall terminate and such instruments shall cease to be of further effect, and the Bank shall cancel the Bond, deliver it to the Issuer, and deliver a copy of the cancelled Bond to the Borrower, and shall assign and deliver to the Borrower any moneys in the Bond Fund required to be paid to the Borrower under Section 7 hereof (except moneys held by the Bank for the pal;ment of principal of or interest on the Bond) when: (a) all expenses of the Issuer and the Bank shall have been paid; (b) the Issuer and the Borrower shall have performed all of their covenants and promises in the Agreement, the Assignment, the Bond, the Note, the Mortgage, the Lease, the Bond Purchase Agreement and in the Bond Resolution; and (c) all principal of and interest on the Bond have been paid. -29- APPROVAL Section 18. Approval is hereby granted of the issuance of the Bond pursuant to Section 103(k) of the Code. ~O BRIBERY Section 1_~9. As required by Section 103(n) of the Code, the President and the Board of Trustees of the Issuer, as the public officials responsible for the private activity bond allocation, hereby certify that such allocation was not made in consideration of any bribe, gift, gatuity, or direct or indirect contribution to any political campaign. S..EVERABILITY ~ection 2_90. If any section, paragraph, clause or pro- vision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, para- graph, clause or provision shall not affect any of the remaining provisions hereof. CAPTIONS ~ection 21- The captions or headings of the Bond Ordinance are for convenience only and in no way define, limit or describe the scope or intent of any provision of the Bond Ordinance. -30- ROVISIONS IN .CONFLICT REPEALED Section 22. Ail ordinances, resolutions, and orders, or parts thereof, in conflict with the provisions of this Bond Ordinance, are, to the extent of such conflict, hereby repealed, and this Bond Ordinance shall be in full force and effect upon its approval. Presented at a regular meeting of the governing body of the Village of Mount Prospect, Illinois held on the 16th day of October, 1984. This Bond Ordinance passed and approved on roll call vote this 16t~ day of October, 1984. Village Clerk (SEAL) Ayes: Nays: ...~rthur, Farlev, Floros,. Muraus~is, Wattenberg None -31- 1901S MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEmeNT, made and entered into this 4th day of September, 1984, by and between THE VILLAGE OF MOUNT PROSPECT, a municipality in Cook County, Illinois (the "Issuer") and ROSCOR CORPORATION, an Illinois corporation (the "Corporation"). WI TNE S SETH: WHEREAS, the Issuer is authorized under its home rule powers as set forth in the 1970 Constitution of the State of Illinois, Article VII~ Section 6, and the provisions-of Ordinance:: No. 2925; adopted by Issuer on July 17, 1979 as from time to time supplemented and amended (the "Ordinance") to issue economic development revenue bonds for the purpose of financing, in whole or in part, the cost of the acquisition, purchase, construction, reconstruction, improvement equipping, betterment or extension of any economic development project in order to relieve conditions of unemployment, and to encourage the economic development of the Issuer and to provide for the increased welfare and prosperity of the residents of the Issuer; and -.. ~EREAS, pursuant to said Ordinance the Issuer is willing to is~sue its economic development revenue bonds, in accordance with t~e provisions of the Ordinance, and to make the bond proceeds available to the Corporation or its nominee or designee to finance the cost of acquiring the necessary land and constructing thereon an industrial building to be used or leased by the Corporation for the operating of its mobile video unit manufacturing business, and to install certain items of equipment (said land acquisition, building construction and equipment being hereinafter referred to as the ':Project") to be located on a site within the corporate limits of the Issuer, at Feebanville Drive, in an area commonly known as Kensington Center, and legally described as follows: Lot 308B in Kensington Center Resubdivislon Fifteen of Lot 308 in Kensington Center, Phase III-A, being a subdlvi$on and resubdivision in part of the Northwest quarter and the Northeast quarter of Section 35, Township 42 North, Range 11 East of the Third ~rincipal Meridian according to the plat thereof recorded on the __ day of , 1984 Document No. in Cook County, Illinois. pursuant to a Loan Agreement to be entered into between the Issuer and the Corporation or its nominee and subject to the conditions set forth below; and ~EREAS, the Corporation wishes to locate the Project within the territorial limits of the Issuer and wishes to obtain satisfactory assurance from the Issuer that the proceeds of the sale of the Issuer's revenue bonds would be made available to the Corporation or its nominee to finance the cost of the Project: NOW, THEREFORE, in consideration of the Premises and of the mutual undertakings herein expressed, the parties hereto recognize and agree as follows: A. The Issuer represents and agrees: That the Issuer will, subject in all respects to the conditions contained herein, to the provisions and requirements of the Ordinance and of all applicable laws and to the sale of the bonds upon terms satisfactory to the Issuer in its sole judgment reasonably exercised, authorize, issue, sell and deliver its economic development revcnue bonds (the "Bonds") in a principal amount not to exceed $2,500,000 and apply the proceeds therefrom to finance the cost of the Project, provided that prior to the issuance and delivery of such Bonds: (a) There shall have been entered into between the Issuer and the Corporation a Loan Agreement which will comply with the provisions of the Ordinance and which will provide for loan repayments by the Corporation sufficient to enable the Issuer to pay the principal of and interest on such Bonds as and when the same become due, and which will otherwise contain terms and conditions satisfactory to the Issuer and its counsel; and (b) There shall have been entered into by Phillip Roston, Mitchell Roston and Paul Roston, the primary shareholders of the Corporaton, a written, personal and unconditional guarantee, guaranteeing to the Issuer and the bond holders or their nominee the payment of principal and interest on the Bonds, so long as such Bonds or any part thereof shall be outstanding, together with all costs and expenses incurred in the collection thereof, which guarantee shall be satisfactory in form and substance to the Issuer and its counsel; and (c) There shall have been entered into by the Corporation or its nominee a first mortgage lien on the real estate and building comprising the Project, securing to the Issuer and the bondholders or their nominee, the payment of the principal of and interest on the Bonds as the same shall become due so long as such Bonds or any part thereof shall be outstanding, together with all costs and expenses incurred in the collection thereof, which mortgage document shall contain terms and conditions satisfactory to the Issuer and its counsel; and The Corporation shall furnish to the Issuer, or to the bondholders or their nominee, an ALTA form of Lender's Title Insurance Policy issued by a title insurance company satisfactory to the Corporation or, in the case of land registration, a Mortgagees Duplicate Certificate of Title issued by the Registrar of Torrens Titles in the amount of $2,500,000 insuring or otherwise certifying to the registration of the said mortgage upon the land and building comprising the Project free from mechanics' liens, other mortgages or security interests, judgments or tax liens other than general taxes for the current year, and from any other claims or encumbrances which would adversely affect the said mortgage and subject only to easements, covenants, restrictions, and building setback lines of record; and (e) The Corporation shall execute and furnish to the Issuer, or to the bondholders or their nominee, such UCC financing statements covering the equipment which comprises part of the Project as may be required by the bondholders; and (f) The Corporation shall furnish the Issuer with a written opinion of bond counsel as to the validity of the Bonds and the exemption of interest paid on said Bonds from Federal income taxation, which opinion shall be satisfactory in form and content to the Issuer and its counsel; and (g) The Corporation shall furnish the Issuer with a written opinion of the Corporation's counsel that the Loan Agreement, Mortgage and other documents executed by the Corporation or its nominee are valid and enforceable obligations of such Corporation or nominee duly authorized by proper corporate action; and (h) The Corporation shall have paid any and all costs, fees and expenses charged or incurred by the Issuer and its counsel in connection with the Project, the review, processing and preparation of the pertinent documents required for the issuance of the Bonds herein, and the financing of the Project, including attorneys' fees and expenses, financial consultants' fees, bond application and issuance fees and any or all other costs and expenses of the Issuer incurred in connection with the Project and the issuance of Bonds to finance the same; and (i) The Corporation shall furnish the Issuer, and the bondholders or their nominee, with a fire and extended coverage insurance policy insuring the Project and the mortgage interest therein during the entire period when Bonds are outstanding; and (J) The Corporation shall further furnish the Issuer with such audits or other financial data of the Corporation certified to by a certified public accountant, as may be required by the Issuer, and the Corporation shall furnish all other documentation relating to the issuance and sale of the Bonds as may be required by the bond holders or bond counsel. That the Issuer will, at the proper time and subject in all respects to the prior advice, consent and approval of the Corporation, and in response to the completion by the Corporation or its nominee of the undertakings so specified for it in this Agreement, adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary and advisable for the authorization, issuance, and sale of the Bonds and the acquisition, construction and equipping of the Project, as aforesaid. The Corporation represents and agrees: That the Project will result in increased employment and will increase the economic development within the municipality. That it will use all reasonable efforts to find purchasers for the Bonds. That if the proposed Bonds (including the rate of interest thereof) are satisfactory to the Corporation, it will, upon delivery of the Bonds, enter into the Loan Agreement with the Issuer upon terms which will -3- require the Corporation to pay the costs of the Project and to pay to the Issuer, or to a trustee acting on behalf of the bondholders, for the account of the Issuer, sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the Bonds, as and when the same shall be due and payable. That it or its nominee will accomplish the undertakings set forth in Section A l(a) through (j) hereof prior to the issuance and delivery of the Bonds by the Issuer. It is further generally provided, recognized and agreed between the Issuer and'the Corporation as follows: That all commitments of the Issuer under Section 1 hereof are subject to the condition that on or before 60 days from the date hereof (or such other date as. shall be mutually satisfactory to the Issuer and the Corporation), the Issuer and the Corporation shall have agreed to mutually acceptable terms and conditions of the Loan Agreement and of the Bonds and the other documents or proceedings provided for herein or otherwise relating to the Bonds. The decision not to approve or agree to any term or condition of any document or not to take any action prior to issuance of Bonds shall rest solely within the complete discretion of the parties to this Agreement. , If the events described above in paragraph 1 of this Section do not take place within the time set forth or any extension thereof and the Bonds are not sold within such time, the Corporation agrees that it will reimburse the Issuer for all reasonable and necessary, direct out-of-pocket expenses which the Issuer may incur at the Corporation's request or as a result of or arising out of the execution of this Agreement pursuant to the adoption of a Resolution authorizing the same, including as such expenses, but not limited thereto, the payment of attorneys's and other consultant's fees arising from the preparation an~ execution of this Agreement and the Issuer's performance of its obligations hereunder; and this Agreement shall thereupon be terminated. The Bonds shall never constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory provisions, and such facts shall be plainly stated on the face of each Bond. No holder of any of the Bonds shall ever have the right to compel any exercise of the t~xing power of the Issuer to pay the Bonds or the interest thereon. If for any reason the Bonds are not issued, including restriction or prohibition established by law, the Issuer shall in no way be liable, in damages or otherwise, to the Corporation or any other party for the failure to consummate the financing, and no remedy, whether legal or equitable, shall be instituted hereunder or under any other Agreement relating thereto. This Agreement shall inure to the benefit of the Issuer and the Corporation, and this Agreement may not be assigned or otherwise transferred by the Corporation. -4- IN WITNESS WHEREOF, the parties hereto have enkered into this Agreement and have executed and attested the same by their officers thereunto duly authorized, and have affixed their official seals as of the day of , 1984. VILLAGE OF MOUNT PROSPECT, ILLINOIS ~ j Villa~ P~esident ATTEST: ~ ~ ~ Village Clerk ROSCOR CORPORATION aTTE~ -5- 1901S/6 EXHIBIT B NOTICE OF PUBLIC HEARING ON A PROPOSED PROJECT AND THE ISSUANCE OF INDUSTRIAL DEVELOPMENT REVENUE BONDS ON BEHALF OF ROSCOR CORPORATION VILLAGE OF MOUNT PROSPECT, ILLINOIS NOTICE IS HEREBY GIVEN that the President and Board of Trustees of the Village of Mount Prospect, Illinois, will meet on the 18th day of September, 1984, at 8:00 o'clock P.M., at the Public Safety Building, Second Floor, 112 East Northwest Highway, in Mount Prospect, Illinois, for the purpose of conducting a public hearing on a proposal that the Village issue revenue bonds, in one or more series, under Ordinance No. 2925, in order to finance all or a portion of the cost of a project. The proposed project will consist of the acquisition of land and construction of a building thereon in the Village, and installation of items of equipment, all to be used as a light manufacturing and office facility by Roscor Corporation, an Illinois. corporation. The project will be located at Feehanville Drive in the Village. The maximum aggregate principal amount of the proposed bond issue is $2,500,000. The bonds shall be limited obligations of the Village, and the bonds and interest thereon shall be payable solely from the revenue pledged to the payment thereof, except that such bonds may be secured by a mortgage and other encumbrance on the project. The Bonds shall never constitute an indebtedness of the Village, and no holder of any such bonds shall ever have the right to compel any exercise of the taxing power of the Village to pay the bonds or the interest thereon, nor to enforce payment against any property of the Village except the project. Ail persons interested may appear and be heard at the time and place set forth above or may file written comments with the Village Clerk prior to the date of the hearing set forth above. Dated: , 1984. BY ORDER OF THE PRESIDENT AND BOARD OF TRUSTEES /s/ Village Clerk -6-