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HomeMy WebLinkAboutOrd 3876 12/01/1987ORDINANCE NO. 3876 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (GRACO INC. PROJECT), SERIES 1987; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND AN INDEMNIFICATION AND COMPENSATION AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILL AND GRACO INC.; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; APPROVING THE EXECUTION AND DELIVERY AND APPROVAL, AS REQUIRED, OF CERTAIN OTHER DOCUMENTS RELATING THERETO; AND PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 1st DAY OF December , 1987. Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 2nd day of December , 1987. puf001/000~ iy58516/theta 11/24/87 - 1178 ORDINANCE NO. 3976 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL DEVELOPMENT REFUNDING REVENUE BONDS (GRACO INC. PROJECT), SERIES 1987; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT AND AN INDEMNIFICATION AND COMPENSATION AGREEMENT BETWEEN THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AND GRACO INC.; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; APPROVING THE EXECUTION AND DELIVERY AND APPROVAL, AS REQUIRED, OF CERTAIN OTHER DOCUMENTS RELATING THERETO; AND PROVIDING FOR THE SALE OF SAID BONDS TO THE PURCHASER THEREOF AND RELATED MATTERS WHEREAS, the Village of Mount Prospect, Illinois (the "Village"), a municipality duly organized and validly existing under the Constitution and laws of the State of Illinois, is authorized and empowered as a home rule unit under the Illinois Constitution and pursuant to the provisions of Section 8.512 of its Village Code (the "Act"), to issue its revenue bonds to finance the costs of a development project (as defined in the Act) in order to relieve conditions of unemployment, to encourage the increase of industry within the Village, and to provide for the increased welfare and prosperity of the residents of the Village, and to refund, in whole or in part, bonds issued by the Village under authority of the Act; and WHEREAS, under the Act, the Village has heretofore issued its $5,000,000 Industrial Development Revenue Bonds (Graco Inc. Project), Series 1983 (the "Series 1983 Bonds"), all of which presently remain outstanding, the proceeds of which have been lent by the Village to Graco Inc., a Minnesota corporation (the "Company"), to finance the Project Costs (as defined in the Act) of a customer demonstration laboratory (the "Project") owned and operated by the Company; and WHEREAS, the Company has asked the Village to issue its Industrial Development Refunding Revenue Bonds (Graco Inc. Project), Series 1987, under the Act for the purpose of refunding the outstanding Series 1983 Bonds; and WHEREAS, pursuant to a Loan Agreement between the Village and the Company dated as of December 1, 1987 (the "Loan Agreement"), the Village will lend the proceeds of the Bonds (hereinafter defined) to the Company to refund the outstanding Series 1983 Bonds, and the Company will make payments to the Village in repay- ment of such loan sufficient to pay the principal of and premium, if any, and interest on the Bonds when due; and WHEREAS, pursuant to an Indenture of Trust between the Village and Norwest Bank Minneapolis, National Association, as Trustee (the "Trustee"), dated as of December 1, 1987 (the "Indenture"), the Village will provide for the issuance of the Bonds and will establish the form and terms thereof; and WHEREAS, pursuant to an Indemnification and Compensation Agreement dated as of November 1, 1987 (the "Indemnification Agreement"), between the Company and the Village, the Company will pay the costs, expenses and fees of the Village incurred in con- nection with the issuance of the Bonds and will indemnify the Village against any costs, liabilities or losses incurred by the Village in connection with the issuance, sale or delivery of the Bonds; and WHEREAS, as additional security for the payment of the principal of and interest on the Bonds, and in order to secure the obligation of the Company to purchase any Bond tendered for purchase by the holder thereof pursuant to the terms of the Indenture, the Company (i) will cause The Fuji Bank, Limited, a Japanese banking corporation, acting by and through its Chicago Branch (the "Bank"), to issue its irrevocable Letter of Credit (the "Letter of Credit") to the Trustee, (ii) will enter into a Letter of Credit Agreement dated as of December 1, 1987, between the Company and the Bank (the "Credit Agreement"), obligating the Company to reimburse the Bank for any draws made under the Letter of Credit by the Trustee, and (iii) will secure its obligations under the Credit Agreement by a mortgage (the "Mortgage") on the Project; and WHEREAS, Bankers Trust Company, New York, New York, will act as placement agent (the "Placement Agent") for the Company to find a purchaser for the Bonds; and WHEREAS, in connection with the financing, the Company will enter into certain other documents, including a TENR® Serviges and Remarketing Agreement (the "TENR Agreement") with the Placement Agent, a Tender Agent Agreement (the "Tender Agent Agreement") with the Trustee and Norwest Trust Company, New York (the "Tender Agent"), a Pledge and Security Agreement (the "Pledge Agreement") with the Bank and certain other documents; and WHEREAS, information relating to the Bonds and the security therefor has been and will be provided to prospective purchasers by the Placement Agent pursuant to a Placement Memorandum to be dated December 10, 1987, relating to the placement of the Bonds (the "Placement Memorandum"); and -2- WHEREAS, it is necessary to authorize the sale of the Bonds. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS, AS FOLLOWS: Section 1. For the purpose of refunding the outstanding Series 1983 Bonds, there are hereby authorized to be issued revenue bonds of the Village in the aggregate principal amount of $5,000,000, which shall be designated "Industrial Development Refunding Revenue Bonds (Graco Inc. Project), Series 1987" (the "Bonds"), which shall be payable as to principal and interest in lawful money of the United States of America. The Bonds shall be executed on behalf of the Village by the Village President and the Village Clerk by their respective manual or facsimile signatures, shall have the official seal of the Village impressed or otherwise reproduced thereon, and shall be authenticated by the manual signature of an authorized representa- tive of the Trustee. The Bonds shall be dated, shall mature, shall bear interest and shall be redeemable as provided in the Indenture. Section 2. The Bonds shall not be general obligations of the Village, but shall be limited obligations payable solely out of the income and revenues derived from the Loan Agreement. No holder of the Bonds shall have the right to compel any exercise of taxing power of the Village to pay the Bonds, the principal or premium, if any, or interest thereon. Neither the full faith and credit of the Village nor its taxing power on assets are pledged for the payment of the Bonds, and the Bonds do not constitute an indebtedness of the Village or a loan of credit thereof within the meaning of any constitutional or statutory provision. It shall be plainly stated on the face of each Bond that it has been issued under the provisions of the Act and that it does not constitute an indebtedness of the Village or a loan of credit thereof within the meaning of any constitutional or statutory provisions. Section 3. The Bonds shall be in substantially the form thereof set forth in the Indenture, with necessary or appropriate variations, omissions and insertions as permitted or required by the Indenture. Section 4. The Bonds shall be issued in compliance with and under the authority of the provisions of the Act, this Ordinance and the Indenture. Section 5. While the Bonds remain outstanding and unpaid, the Village hereby covenants and agrees with the holders from time to time of the Bonds that it will not issue any additional bonds -3- or incur any obligations of any sort secured by a lien prior to or on a parity with the lien of the Bonds, except as expressly permitted under the provisions of the Indenture. Section 6. The form, terms and provisions of the Indenture are hereby, in all respects, approved and the Village President and the Village Clerk are hereby authorized, empowered and directed to execute, acknowledge and deliver the Indenture in the name of and on behalf of the Village, and thereupon to cause the Indenture to be executed and acknowledged by and delivered to the Trustee. The Indenture shall constitute a lien on and an assignment of the amounts payable by the Company under the Loan Agreement. The Indenture, as executed and delivered, shall be in substantially the form thereof attached hereto as Exhibit A and hereby approved, with such changes therein as shall be approved by the officers of the Village executing the same, their execution thereof to constitute conclusive evidence of their approval, and the approval of this Board, of any and all changes or revisions therein from the form thereof, and from and after the execution and delivery of the Indenture, the officers, agents and employees of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Indenture as executed. Section 7. The form, terms and provisions of the Loan Agreement are hereby, in all respects, approved and the Village President and the Village Clerk are hereby authorized, empowered and directed to execute, acknowledge and deliver the Loan Agree- ment. The Loan Agreement as executed and delivered shall be in substantially the form thereof attached hereto as Exhibit B and hereby approved, with such changes therein as shall be approved by the officers of the Village executing the same, their execution thereof to constitute conclusive evidence of their approval, and the approval of this Board, of any and all changes or revisions therein from the form thereof, and from and after the execution and delivery of the Loan Agreement, the officers, agents and employees of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of the Loan Agreement as executed. Section 8. The form, terms and provisions of the Indemnifi- cation and Compensation Agreement are hereby, in all respects, approved and the Village President is hereby authorized, empowered and directed to execute, acknowledge and deliver the Indemnifica- tion Agreement. The Indemnification Agreement, as executed and delivered, shall be in substantially the form thereof attached hereto as Exhibit C and hereby approved, with such changes therein as shall be approved by the Village President executing the same, -4- such execution thereof to constitute conclusive evidence of the approval of said Village President, and the approval of this Board, of any and all changes and revisions therein from the form thereof, and from and after the execution and delivery of the Indemnification Agreement, the officers, agents and employees of the Village are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents that may be necessary to carry out and comply with the provisions of the Indemnification Agreement as executed. Section 9. The sale of the Bonds to a purchaser designated by the Placement Agent at the price of 100% of their principal amount pursuant to the terms and conditions set forth in the Indenture and the Placement Memorandum is hereby approved. Prior to the delivery of the Bonds, the Placement Agent shall designate to the Village and the Trustee the name in which the Bonds are to be designated. Section 10. The Village hereby approves the Letter of Credit, the Credit Agreement, the TENR Agreement, the Tender Agent Agreement, the Pledge Agreement and the Mortgage. The Village hereby approves the use of the Placement Memorandum by the Placement Agent to find a purchaser for the Bonds, provided that the Village has not reviewed or approved the Placement Memorandum and makes no representation or warranty as to its accuracy or completeness. Section 11. The Village President and the Village Clerk, for and on behalf of the Village, are hereby authorized and directed to do any and all things necessary to effect the execution and delivery of the Loan Agreement and the Indemnification Agreement by the Company and the execution and delivery of the Indenture and acceptance thereof by the Trustee, the performance of all other obligations of the Village under and pursuant to the Loan Agree- ment, the Indemnification Agreement and the Indenture, the execu- tion and delivery of the Bonds, and the performance of all other acts of whatever nature necessary to effect and carry out the transactions described therein and herein pursuant to authority conferred by the Act and this Ordinance. The Village President and the Village Clerk are hereby further authorized and directed for and on behalf of the Village to execute all papers, documents, certificates and other instruments that may be required to com- plete the transactions described in the Loan Agreement, the Indemnification Agreement, the Indenture and this Ordinance. Section 12. The Village hereby elects to have the provisions of Section 144(a) (4) of the Internal Revenue Code of 1986, as amended, apply to the Bonds. -5- Section 13. The provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions. Section 14. Ail ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby superseded. Section 15. This Ordinance shall be in full force and effect from and after its passage, approval and publication in pamphlet form, in accordance with law. Passed this ~sr day of December, 1987. Approved this t~ day of December, 1987. Published this ~v day of December, 1987. AT, T: ~ ~ / ~./ Village Clerk vil~ge President -6-