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HomeMy WebLinkAboutOrd 3819 08/18/1987ORDINANCE NO. 3819 AN ORDINANCE AUTHORIZING THE EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST RELATING TO THE $3,500,000 PRINCIPAL AMOUNT INDUSTRIAL DEVELOPMENT REVENUE BOND (CUMMINS-ALLISON CORP PROJECT)1982 SERIES PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES THE 18th DAY OF August , 1987. Published in pamphlet form by authority of the corporate authorities of the Village of Mount Prospect, Illinois, the 19th day of August , 1987. ORDINANCE NO. 3819 AN ORDINANCE AUTHORIZING THE EXECUTION OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST RELATING TO THE $3,500,000 PRINCIPAL AMOUNT INDUSTRIAL DEVELOPMENT REVENUE BOND ¢CUMMINS-ALLISON CORP. PROJECT) 1982 SERIES WHEREAS, the Village of Mount Prospect (the "Village") has heretofore, on July 17, 1979, pursuant to its Constitu- tional home rule powers, adopted Ordinance No. 2925 authorizing the Village to issue industrial and commercial development pro- ject revenue bonds for the purpose of, among other things, financing in whole or in part the cost of acquiring land and constructing and equipping industrial and commercial buildings for use within the corporate limits of the Village of Mount Prospect; and WHEREAS, Cummins-Allison Corp., an Indiana corpora- tion (the "Corporation"), had determined to acquire land and construct and equip an industrial building within the corporate limits of the Village for the purpose of locating and operating the business of production and distribution of office products and equipment servicing the banking and financial industry; and WHEREAS, pursuant to Ordinance 3232 passed July 6, 1982 (the "Orginal Ordinance") the Village issued on July 27, 1982 its $3,500,000 Principal Amount Industrial Development Revenue Bond (Cummins-Allison Corp. Project) 1982 Series (the "Bond") for the purpose of obtaining the necessary funds to allow the Corporation to acquire the necessary land and construct and equip the necessary industrial building to locate and conduct its business; and WHEREAS, the Village loaned the proceeds of the Bond to the'Corporation pursuant to a Loan Agreement dated as of July 1, 1982 (the "Loan Agreement"), and to evidence such loan the Corporation issued to the Village its $3,500,000 Promissory Note dated July 27, 1982 (the "Note"); and WHEREAS, the loan is secured by a Mortgage (the "Mortgage") and by a Security Agreement (the "Security Agreement"), each dated as of July 1, 1982 between the Corporation and the Village and American National Bank and Trust Company of Chicago; and WHEREAS, the Village made, entered into and executed that certain Indenture of Trust dated as of July 1, 1982 (the "Indenture") to LaSalle National Bank, as trustee (the "Trustee"), pursuant to which the Bond was issued and the Village's rights under the Loan Agreement and Note were transferred to the Trustee for the benefit of the holders of ~%heBQn~d~ and WHEREAS, the Corporation has requested and, as owner of the Bond, has consented to such request, that the Village supplement and amend the Indenture and the Original Ordinance to change, among other things, the interest rate and redemption provisions relating to the Bond; and WHEREAS, such changes can be effected by the Village and American National Bank and Trust Company of Chicago, as trustee (the "Successor Trustee"), entering into and executing the First Supplemental Indenture of Trust dated as of July 1, 1987 and attached hereto as Exhibit A (the "Supplement"); and WHEREAS, by reason of the matters hereinabove set forth, the President and Board of Trustees of the Village find and determine that the approval of the Supplement would be for a public purpose and in furtherance of a matter which pertains to the government and affairs of the Village. NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF MOUNT PROSPECT, ILLINOIS AS FOLLOWS: SECTION 1. Authorization of the Supplement. The Board of Trustees of this Village hereby authorizes the Supplement and the Village President is hereby authorized to execute, and the Village Clerk is hereby authorized to attest, the Supplement in substantially the form of such Supplement attached hereto as Exhibit A and made a part hereof by this reference. SECTION 2. Authorization of Amended Notes. The Board of Trustees of this Village hereby authorizes the Village President and Village Clerk to cancel the Note and exchange it for the Corporation's two Amended Promissory Notes, each dated July 1, 1987 and attached hereto as Exhibits B-1 and B-2 and made a part hereof by this reference (together, the "Amended Notes"), and to assign the Amended Notes to the Successor Trustee, as trustee. SECTION 3. Successor Trustee. The Board of Trustees of this Village hereby authorizes the appointment of the Successor Trustee as Trustee under the Indenture. -2- SECTION 4. Further Action. The Board of Trustees of this Village hereby authorizes the officers and employees of this Village to take such further action as is necessary to carry out the intent and purposes of the Supplement when executed, including executing amendments to, or releases of the Mortgage, Loan Agreement, Security Agreement or other agreements, including the Arbitrage Regulatory Agreement, and the same is hereby declared to be for a public purpose and to be a matter pertaining to the government and affairs of the Village of Mount Prospect. SECTION 5. Effectiveness. This Ordinance shall be in full force and effect after its passage and approval in the manner provided by law. PASSED this 18th day of August, 1987. AYES: Arthur, Farley, Wattenberg NAYS: None ABSENT: None Ploros, Murauskis, V~n Geem, - APPROVED this ATTEST: VI I',I',AG'~ CLERK 18th day of August , 1987. 4106r -3- 4466r 07/24/87 INDEMNIFICATION AND COMPENSATION AGREEMENT THIS AGREEMENT, entered into as of July 1, 1987, between the Village of Mount Prospect, Illinois, a municipality and home rule unit of government under the Constitution and laws of the State of Illinois (the "Municipality"), and Cummins-Allison Corp., an Indiana corporation (herein called "CAC"), in connection with the issuance by the Municipality of its Industrial Development Revenue Bonds (Cummins-Allison Corp. Project) 1982 Series (the "Bonds") pursuant to an Indenture of Trust dated as of July 1, 1982 as supplemented and amended by a First Supplemental Indenture of Trust dated as of July 1, 1987 (together, the "Indenture") between the Municipality and American National Bank and Trust Company of Chicago, as Trustee (the "Trustee"). Section 1. Payment and Expenses. CAC shall pay all reasonable and necessary costs, expenses and fees incurred by the Municipality in connection with the issuance of the Bonds, including but not limited to the out-of-pocket expenses incurred by the Municipality's personnel, fees and out-of-pocket expenses of Counsel to the Municipality, and all incidental expenses, costs and charges relating to the issuance of the Bonds not enumerated above within 30 days of being billed for the same. The Municipality will upon request provide or cause to be provided to CAC any data or information which may be reasonably required to verify any of the costs and expenses and fees enumerated above. At the time of Closing and delivery of the Bonds, CAC will pay to the Municipality an Administration Fee of $ 5,000:00 Section 2. Indemnification. CAC agrees that it will at all times indemnify and hold harmless the Municipality against all losses, costs, damages, expenses and liabilities (collectively referred to herein as "Losses") of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts to discharge judgments) directly or indirectly resulting from, arising out of, or related to one or more Claims, as hereinafter defined. The term "claims" as used herein shall mean all claims, lawsuits, Causes of action, and other legal actions and proceedings of whatsoever nature or involving damages relating to the issuance, sale or delivery of the Bonds brought by or against the Municipality or to which the Municipality is a party, even if groundless, false or fraudulent, that directly or indirectly result from, arise out of or relate to the issuance, sale or delivery of the Bonds or terms or covenants thereof.The provisions of this section shall survive the expiration or termination of this Agreement. Section 3. Tax Payment and Indemnification. CAC hereby agrees to pay directly and/or to reimburse the Municipality for any and all taxes, assessments~ licenses, fees, charges and other impositions levied, assessed or imposed by local, state or federal authorities against CAC or the Municipality based upon the activity of issuing the Bonds or which are measured by such Bonds financing. Further, CAC agrees to pay in full before delinquency all taxes; assessments, licenses, fees, charges, or other impositions that may now or hereafter be levied, assessed or imposed by local, state, or federal authorities against CAC, CAC's activities in the State of Illinois, the Project (as defined in the Indenture) or against CAC or the Municipality resulting from administration or payment of debt service on the Bonds. CAC, upon request, will exhibit to the Municipality official receipts therefor. On default under this Agreement, the Municipality may, at its option, direct the Trustee to pay out of any unencumbered funds accumulated under the Indenture, any such sums without waiver of any other right of the Municipality which accrued by reason of such default of CAC; the Municipality shall not be liable to CAC for failure to exercise any such option. Upon payment by the Municipality of any such amount, CAC shall promptly reimburse the Municipality, and CAC hereby agrees to indemnify and hold the Municipality harmless from any interest, penalty, or other charge, as well as payment of the principal amount, that may be assessed as a result of the default of CAC in payment of such tax or other charge. In the event of the passage after the date of this Agreement of any federal, state or local law for the purpose of imposing a tax, assessment, charge, license or fee on the Bonds or measured by the Bonds or changing in any way the laws now in force for the taxation of the Bonds, the debt evidenced thereby, the security for such debt or the manner of collection of any such tax so as to adversely affect the Municipality, then and in such event CAC shall bear and pay the full amount of such tax or other charge. -2- IN WITNESS WHEREOF, the Village of Mount Prospect, Illinois has caused its name to be hereunto subscribed and Cummins-Allison Corp. has executed this document as of the year and date first above written. VILLAGE OF MOUNT PROSPECT, ILLINOIS By: Village President CUlVS~INS-ALLISON CORP. By: President -3-