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HomeMy WebLinkAboutORDINANCE - 1727 - 5/28/1985 - ECONOMIC DEVELOPMENT BONDIDB226/JRR/676551-c/4-052485 ORDINANCE NO. 1727 A BOND ORDINANCE AUTHORIZING THE ISSUANCE AND SALE OF AN ECONOMIC DEVELOPMENT REVENUE BOND (AAR CORP. PROJECT) 1985 SERIES IN THE PRINCIPAL AMOUNT OF $3,500,000 TO FINANCE AN ECONOMIC DEVELOPMENT PROJECT FOR AAR CORP. AND TO REFUND 'A PRIOR ECONOMIC DEVELOPMENT REVENUE BOND; AUTHORIZING THE EXECUTION AND DELIVERY BY THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS OF A LOAN AGREEMENT, ASSIGNMENT AND SECURITY AGREEMENT, BOND PURCHASE AGREEMENT, ARBITRAGE REGULATION AGREEMENT AND CLOSING DOCUMENTS IN CONNECTION THEREWITH; CONFIRMING THE SALE OF SUCH BOND TO THE PURCHASER THEREOF; AND RELATED MATTERS. WHEREAS, pursuant to the Constitution of the State of Illinois and Ordinance No. 1486, adopted by the Village of Elk Grove Village, Illinois (the "Issuer") on October 13, 1981, as supplemented and amended (the "Act"), the Issuer, a municipality and home rule unit of government of the State of Illinois, is authorized and empowered to issue its revenue bonds to finance the costs of an "economic development project" as defined in the Act and to refund bonds issued pursuant to the Act; and WHEREAS, on August 23, 1984, the Issuer issued its $1,300,000 Economic Development Revenue Bond (AAR Corp. Project) (the "Prior Bond") in order to finance on behalf of AAR Corp., a Delaware corporation (the "Borrower"), a portion of the costs of acquisition and renovation of an office building located at 1111 Nicholas Boulevard, Elk Grove Village, Illinois 60007 (the "Prior Project"); and WHEREAS, the Borrower now desires that the Prior Bond be refunded and requests that the Issuer issue its revenue bonds for such purpose; and WHEREAS, the Borrower also desires to finance the expansion of the Prior Project together with the acquisition and installation of equipment therein and improvements thereto (the "Project") to be owned and operated by the Borrower (and also used by AAR Aircraft Turbine Center, Inc., a wholly-owned subsidiary of the Borrower) as additional office space and warehouse space in connection with the Borrower's business of purchasing, resale, leasing and maintenance of aircraft parts and equipment, and the Borrower requests that the Issuer issue its revenue bond for such purpose; and WHEREAS, it is estimated that the costs of the Project, including costs relating to the preparation and issuance of the revenue bond, will be not less than $2,200,000; and WHEREAS, the Issuer proposes to sell the revenue bond hereinafter authorized and designated "Economic Development Revenue Bond (AAR Corp. Project) 1985 Series" upon a negotiated basis to Wachovia Bank and Trust Company, N.A.,, located in Winston-Salem, North Carolina; NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS, AS FOLLOWS: DEFINITIONS Section 1. The following words and terms as used in this Bond Ordinance shall have the following meanings unless the context or use indicates another or different meaning or intent: "Act" means Ordinance No. 1486, duly adopted by the Issuer on October 13, 1981, as supplemented and amended. "Agreement" means the Loan Agreement dated as of May 1, 1985 by and between the Issuer and the Borrower, as from time to time amended and supplemented. "Arbitrage Regulation Agreement" means the Arbitrage Regulation Agreement dated as of May 1, 1985 by and among the Issuer, the Borrower and the Bank, as from time to time supplemented and amended. "Assignment" means the Assignment and Security Agree- ment dated as of May 1, 1985, from the Issuer to the Bank, as from time to time supplemented and amended. "Authorized Borrower Representative" means the person or persons who at the time shall have been designated as such pursuant to the provisions of the Agreement. "Bank" means Wachovia Bank and Trust Company, N.A. and its successors and assigns. hereunder. hereof. "Bond" means the Bond authorized to be issued "Bond Fund" means the Bond Fund created in Section 6 "Bond Ordinance means this Bond Ordinance. -2- "Bond Purchase Agreement" means the Bond Purchase Agreement dated as of May 1, 1985 among the Issuer, the Borrower and the Bank. "Bondowner" or "owner" or "owner of the Bond" means any registered owner from time to time of the Bond. "Borrower" means AAR Corp., a Delaware corporation, and any surviving, resulting or transferee corporation as provided in Section 9 of the Guaranty. "Code" means the Internal Revenue Code of 1954, as amended and supplemented. "Construction Fund" means the Construction Fund created in Section 7 hereof. "Cost of the Project" means those costs more specifi- cally defined in Section 1.1 of the Agreement. "Default" means an event or condition the occurrence of which would, with the lapse of time or the giving of notice or both, become an Event of Default. "Event of Default" means any of those events specified in Section 10 hereof. "Guarantor" means the Borrower. "Guaranty" means the Guaranty Agreement dated as of May 1, 1985 from the Guarantor to the Bank, as from time to time supplemented and amended. The words "hereof", "herein", "hereunder" and other words of similar import refer to this Bond Ordinance as a whole. "Issuer" means the Village of Elk Grove Village, Illinois, a municipality and a home rule unit of government of the State of Illinois, and its successors and assigns. "Mortgage" means the Mortgage and Security Agreement dated as of May 1, 1985 from the Borrower to the Issuer, as from time to time supplemented and amended. "Person" means any individual, firm, association, trust, partnership, corporation or public body. "Prior Bond" means the $1,300,000 Economic Development Revenue Bond (AAR Corp. Project) of the Issuer dated August 23, 1984. -3- "Project" means the facilities described in Exhibit A to the Agreement. "Real Estate" means the real property described in Exhibit A to the Mortgage. "Rebate Fund" means the Rebate Fund created and established pursuant to the Arbitrage Regulation Agreement. AUTHORIZATION OF THE PROJECT Section 2. In order to promote the health, safety, morals and general welfare of the Issuer and its inhabitants by relieving conditions of unemployment, maintaining existing levels of employment, increasing the tax base of the Issuer and encouraging the economic development of the Issuer, the Project shall be and is hereby authorized to be financed as described herein. The estimated Cost of the Project is not less than $2,200,000. It is hereby found and declared that the refunding of the Prior Bond and the financing of the Project and the use thereof by the Borrower and any of its subsidiaries as hereinafter provided is necessary to accomplish the public purposes described in this Section 2. AUTHORIZATION AND ISSUE OF THE BOND; PREPAYMENT OF THE BOND Section 3. (a) Authorization and Issue. For the purposes of refunding the Prior Bond and financing the cost, of acquisition and construction of the Project there shall be and there is hereby authorized to be issued by the Issuer its Economic Development Revenue Bond (AAR Corp. Project) 1985 Series, in the principal sum of $3,500,000, to be dated the date of issuance thereof, and payable to the order of the Bank, and substantially in the form contained in Section 4 hereof. For purposes of Section 103(k) of the Code, the President and Board of Trustees of the Issuer hereby approve the issuance and sale of the Bond. The form, terms and provisions of the Bond, in the form contained in Section 4 hereof, are approved, with such changes therein as are not inconsistent herewith. The President is hereby authorized and directed to execute the Bond, and the Village Clerk is hereby authorized to and directed to attest the Bond, and each is authorized to deliver the Bond. The seal of the Issuer is hereby authorized and directed to be affixed to the Bond. The owner of the Bond shall note on the Payment Record attached to the Bond the date and amount of payment of each principal installment and interest then being paid and of interest theretofore paid and not yet noted thereon. -4- The Bond, together with interest thereon, shall be a limited obligation of the Issuer secured by the Assignment and payable solely from the revenues and receipts derived from the Agreement and shall be a valid claim of the owner thereof only against the Construction Fund and the Bond Fund and other moneys held by the Bank and the revenues and receipts derived from the Note, the Agreement, the Mortgage and the Guaranty, which revenues and receipts shall be used for no other purpose than to pay the principal installments of and interest on the Bond, except as may be otherwise expressly authorized in this Bond Ordinance and in such documents. The Bond and the obligation to pay interest thereon do 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 Assignment and payable solely from the revenues and receipts from the Agreement. Pursuant to the Bond Purchase Agreement, the Bond shall be sold to the Bank at a private sale at a purchase price equal to 100% of the principal amount of the Bond. The Bond shall be transferable only as a whole as provided herein. Upon surrender for transfer of the Bond at the principal office of the Bank, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, the Issuer shall execute and deliver in the name of the transferee a substitute fully registered Bond of the same series, in the denomination of the unpaid principal amount thereof, with the same maturity and interest rate, dated the first day of the calendar month (to which interest has been paid) next preceding the date of its issuance, or if issued on the first day of a calendar month (to which interest has been paid), as of such date. The Issuer shall cause books for the registration and for the transfer of the Bond as provided in this Bond Ordinance to be kept by the Bank which is hereby constituted and appointed the Bond Registrar of the Issuer. The Bank, as Bond Registrar, shall keep and maintain, on behalf of the Issuer, registration books indicating the name and address of the owner from time to time of the Bond. The Bond shall never be registered in the name of bearer. The Bank shall not be required to transfer the Bond during the period of ten (10) days next preceding any interest payment date of the Bond nor to transfer the Bond after the mailing of notice calling the Bond (or a portion thereof) for prior redemption has been given as herein provided. The Person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal installments of or -5- interest on the Bond shall be made only to or upon the written order of the registered owner thereof or its legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. In each case the Issuer shall require the payment by the owner of the Bond requesting transfer of any tax or other government charge required to be paid with respect to such transfer. In the event the Bond is mutilated, lost, stolen or destroyed, the Issuer may execute a substitute Bond of like date, tenor and maturity as the Bond mutilated, lost, stolen or destroyed; provided, that, in the case the Bond is mutilated, the mutilated Bond shall first be surrendered to the Issuer, and in the case the Bond is lost, stolen or destroyed, there shall be first furnished to the Issuer evidence of such loss, theft or destruction satisfactory to the Issuer, together with indemnity satisfactory to the Issuer. The Issuer shall duplicate on the Payment Record of the substitute Bond replacing the mutilated, lost, stolen or destroyed Bond. all payments of principal installments (whether at maturity or upon acceleration or call for prior redemption) and interest which the records of the Issuer indicate as having appeared on the Payment Record of the mutilated, lost, stolen or destroyed Bond. In the event all of the principal installments of the Bond shall have matured, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof. The Issuer may charge the owner of the Bond with its reasonable fees and expenses in this connection. (b) Prepayment of Bond. (1) The Bond is subject to prepayment in part in the event any moneys shall be deposited in the Bond Fund pursuant to clause (2) of Section 3.4(b) of the Agreement (relating to moneys remaining after construction of the Project). If called for prepayment as a result of such events, the Bond shall be subject to prepayment by the Issuer in part, without penalty, at a prepayment price of 100% of the principal amount thereof being prepaid plus accrued interest to the prepayment date. (2) The Bond is also subject to prepayment in whole, or in part in integral multiples of $100,000, at any time without premium or penalty. Partial prepayments shall be applied to the payment of the principal installments on the Bond in the inverse order of maturity. (3) The Bond is also subject to prepayment, in whole or in part, at the option of the Bondowner, at a prepayment price of 100°% of the principal amount thereof being prepaid, plus accrued interest to the prepayment date, from the proceeds of insurance or condemnation with respect to the Project, but only upon the conditions and pursuant to Sections 3.1 and 3.2 of the Mortgage. BOND FORM Section 4.The Bond shall be in substantially the following form: THIS BOND MAY BE TRANSFERRED ONLY AS A WHOLE UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF COOK AND DUPAGE VILLAGE OF ELK GROVE VILLAGE, ILLINOIS ECONOMIC DEVELOPMENT REVENUE BOND (AAR CORP. PROJECT) 1985 SERIES $3,500,000 The Village of Elk Grove Village, Illinois, a munici- pality and home rule unit of government 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 Wachovia Bank and Trust Company, N.A. (the "Bank"), the principal sum of: Three Million Five Hundred Thousand and no/100 Dollars ($3,500,000), in installments as set forth herein and to pay interest on the amount of principal hereof outstanding from the date hereof through and including June 1, 1988 at a rate of eight and one- half percent (8-1/2%) per annum and thereafter to pay interest from time to time at a rate per annum equal to the Tax -Exempt Rate (as hereinafter defined), such Tax -Exempt Rate to be adjusted on any date on which a change occurs in the Prime Rate (as hereinafter defined). The interest will be computed on the basis of a calendar year consisting of 365 days, and charged on the basis of the actual number of days elapsed, payable quarterly in arrears beginning on September 1, 1985 and on each March 1, June 1, September 1 and December 1 thereafter until paid; provided, however that upon the occurrence of a Determination of -7- Taxability (as defined in Section 8.1 of the Loan Agreement referred to below), this Bond shall bear interest from the date of the Event of Taxability (as defined in the Loan Agreement) resulting in such Determination of Taxability upon and after the date of such Determination of Taxability at a rate per annum equal to one hundred five percent (105%) of the Prime Rate until paid. In the event the deduction for certain financial institution preference items under Section 291(a)(3) of the Internal Revenue Code of 1954, as amended (the "Code") is changed from the present rate of 80% in such manner as to apply to this Bond, this Bond shall also bear interest ("Incremental Interest"), payable on the dates specified above, and in an amount equal to (Average Cost of Funds) x (the Exclusion Factor) x (the maximum federal corporate income tax rate) x (Average Principal) x (the actual number of days since the next preceding interest payment date) 360. As used herein, "Average Cost of Funds" means the average cost of funds to the Bank expressed as a decimal for the quarter immediately preceding the quarter for which Incremental Interest is payable; Average Cost of Funds is determined by dividing Total Interest Expense by Total Average Assets as reflected on the most recent quarterly unaudited financial statements of Wachovia Corporation. "Average Principal" refers to the daily average outstanding principal balance of this Bond during the calendar quarter for which the installment of Incremental Interest is being computed. "Exclusion Factor" means the portion of interest allocable to purchasing and carrying this Bond which is not allowable as a deduction by the Bank in determining its taxable income; provided, however, the Exclusion Factor shall include only the excess of excludable interest over .20 (the percentage of excluded interest presently provided for by Section 291 of the Code for tax years beginning after December 31, 1984). "Prime Rate" means that interest rate set by the Bank in Winston-Salem, North Carolina from time to time as an interest rate basis for borrowings. The Prime Rate is one of several interest rate bases used by the Bank and the Bank lends at rates above and below the Prime Rate. Changes in the Prime Rate shall be effective on the date of each change. "Tax -Exempt Rate" means the varying rate of interest per annum equal to sixty-six percent (66%) of the Prime Rate, provided, however that in the event that the maximum federal �� corporate income tax rate, if any, applicable to the registered owner of this Bond. is increased or reduced at any time after the date on which this Bond is issued, this Bond shall bear interest from and after the date of such increase or reduction at a rate per annum equal to the product of the Tax -Exempt Rate multiplied by a fraction, the numerator of which shall be equal to the number one minus the new maximum federal corporate income tax rate and the denominator of which is the number one minus the maximum federal corporate income tax rate which was in effect on the date on which this Bond was issued. Payment of principal shall be paid in twenty (20) equal consecutive semiannual installments of $1-75,000 beginning on December 1, 1985 and on each June 1 and December 1 thereafter until paid with the final payment due and payable on June 1, 1995. This Bond shall bear interest on any overdue install- ment of principal and (to the extent that the payment of such interest shall be legally enforceable) on any overdue installment of interest at a rate per annum determined by the interest rate borne or to be borne on this Bond until paid provided, however, that if such overdue installment of principal and interest occurs after an Event of Taxability, this Bond shall bear interest at a rate per annum equal to one hundred five percent (105%) of the Prime Rate. Both principal hereof and interest hereon are payable in immediately available funds at or before 11 A.M. Winston-Salem time at the principal office of the Bank, in Winston-Salem, North Carolina. Payments of principal of and interest on this Bond, including prepayments of principal, shall be noted on the Payment Record made a part of this Bond as provided in the Bond Ordinance pursuant to which this Bond is issued. This Bond is issued in the principal sum of $3,500,000 pursuant to the hereinafter described Act and to a Bond Ordinance duly adopted by the governing body of the Issuer (the "Bond Ordinance") for the purposes of refunding the Issuer's $1,300,000 Economic Development Revenue Bond (AAR Corp. Project) dated August 23, 1984 (the "Prior Bond"), which was issued to finance the costs of acquisition and renovation of an office facility ( the "Prior Project") to be owned and operated by AAR Corp., a Delaware corporation (the "Borrower"), (and also used by a wholly owned subsidiary of the Borrower) and for the purpose of providing funds to finance the cost of expansion of the Prior Project and of the installation of equipment therein and improvements thereto (the "Project") and paying expenses incidental thereto, to the end that the Issuer may be able to encourage economic development within the Issuer. The proceeds QL of the Bond will be loaned by the Issuer to the Borrower for such purposes under the terms of a Loan Agreement dated as of May 1, 1985 between the Issuer and the Borrower (the "Agreement"). This Bond is secured by a pledge and assignment of revenues and receipts derived by the Issuer pursuant to the Agreement and a mortgage on the Project, 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 owner of this Bond, and the terms on which this Bond is or may be issued and to all the provisions of which the owner hereof by the acceptance of this Bond assents. This Bond may be declared due prior to its express maturity date, voluntary prepayments may be made thereon by the Borrower on behalf of the Issuer, and the owner hereof may cause the early prepayment hereof, all in the events, on the terms and in the manner and amounts as provided in the Bond Ordinance. This Bond is issued pursuant to and in full compliance with the Constitution and the laws of the State of Illinois, and particularly Ordinance No. 1486 adopted by the Issuer on October 13, 1981, as supplemented and amended (the "Act"). This Bond and the obligation to pay interest hereon are limited obli- gations of the Issuer, secured by an assignment to the Bank of the Agreement (except for certain rights retained by the Issuer), a note of the Borrower delivered pursuant to the Agreement, a mortgage and a guaranty by the Borrower and are payable solely out of the revenues and receipts derived by the Issuer from the Agreement and otherwise as provided in the Bond Ordinance and 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 as described above and payable solely from the revenues and receipts derived by the Issuer from the Agreement. Pursuant to the provisions of the Agreement, payments sufficient for the prompt payment when due of the principal installments 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 Elk Grove Village, Illinois, Economic Development Revenue Bond Fund (AAR Corp. Project)", and all revenues and receipts under the Agreement have been duly pledged and assigned to the Bank to secure payment of such principal installments and interest. -10- This Bond is non -transferable by the Bank, except as a whole and after notice in writing to the Borrower and the Issuer of such transfer. The Issuer acknowledges that it is intended that interest on this Bond will not be includable in the taxable investment income or the gross income of any owner hereof (other than by reason of any such owner being a substantial user or related person as defined in Section 103(b)(13) of the Internal Revenue Code of 1954, as amended) for Federal income tax purposes, and the stated interest rate of this Bond reflects such exemption. Accordingly, in the event of a Determination of Taxability the interest rate on this Bond shall be increased to the one hundred five percent (105%) of the Prime Rate per annum, effective as of the date of the Event of Taxability resulting in such Determination of Taxability. 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. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Constitution and laws of Illinois 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 Elk Grove Village, 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 May 28 , 1985. ATTEST: Ilafern R. Snick Deputy Village Clerk (SEAL) VILLAGE OF ELK GROVE VILLAGE, ILLINOIS By Charles J. Zettek President -11- Principal Date Payment PAYMENT RECORD Principal Balance Due -12- Interest Authorized Payment Official and Ti APPROVAL OF AGREEMENT, NOTE, ASSIGNMENT, BOND PURCHASE AGREEMENT, MORTGAGE AND ARBITRAGE REGULATION AGREEMENT; AUTHORIZATION OF AGREEMENT, ASSIGNMENT, BOND PURCHASE AGREEMENT AND ARBITRAGE REGULATION AGREEMENT Section 5. The forms, terms, and provisions of the Agreement, the Note, the Assignment, the Bond Purchase Agreement, the Mortgage and the Arbitrage Regulation Agreement are approved and the Issuer shall enter into the Agreement, the Assignment, the Bond Purchase Agreement and the Arbitrage Regulation Agreement in the forms of each of such documents presented at this meeting, with such changes therein as shall be approved by the President, as evidenced by his execution thereof, and are not inconsistent herewith. The President is hereby authorized and directed to execute and deliver the Agreement, the Assignment, the Bond Purchase Agreement and the Arbitrage Regulation Agreement, and the Village Clerk is hereby authorized and directed to affix the seal to and to attest the Agreement, the Assignment, the Bond Purchase Agreement and the Arbitrage Regulation Agreement. REVENUES: BOND FUND Section 6. There is hereby created by the Issuer and ordered established with the Bank, as depositary, a special fund to be designated "Village of Elk Grove Village, Illinois Economic Development Revenue Bond Fund (AAR Corp. Project)" (the "Bond Fund"), which shall be used to pay the principal installments of and the interest on the Bond. There shall be deposited into the Bond Fund, as and when received: (a) all payments specified in Articles IV, VII and VIII of the Agreement; (b) amounts transferred from the Rebate Fund pursuant to the Arbitrage Regulation Agreement; and (c) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement. 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 a default under the Agreement, the Issuer shall fully cooperate with the Bank and with any other owner of the Bond to the end of fully protecting the rights and security of such owner; provided that the Issuer shall be reimbursed by such owner for all its reasonable expenses, including attorneys' fees, in so cooperating with the owner. Nothing herein shall be construed as requiring the Issuer to operate the Project or to use any funds or revenues from any source other than funds and revenues derived from the Agreement. -13- Any amounts remaining in the Bond Fund, after payment in full of the principal installments of and interest on the Bond and all other amounts required to be paid under the Agreement, the Note, the Mortgage, this Bond Ordinance and any other agreement executed by the Borrower or the Issuer in connection therewith, shall be paid to the Borrower as provided in Section 9.5 of the Agreement and Section 14 hereof. CUSTODY AND APPLICATION OF PROCEEDS OF BOND; CONSTRUCTION FUND Section 7. In accordance with Section 3.3 of the Agreement, there is hereby created and established with the Bank, as depositary, a special fund in the name of the Issuer to be designated "Economic Development Revenue Bond (AAR Corp. Project) Construction Fund". The principal proceeds received by the Issuer from the sale of the Bond, less those proceeds used to refund the Prior Bond, shall be deposited in the Construction Fund which shall be held in a separate account by the Bank. Moneys in the Construction Fund shall be expended in accordance with the provisions of the Arbitrage Regulation Agreement and the Agreement, particularly Section 3.3 thereof. The Bank shall keep and maintain adequate records per- taining to the 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, Chicago Title and Trust Company (the "Title Company") 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, the Title Company and the Bank of a certificate of the Authorized Borrower Representative required by Section 3.4 of the Agreement. Any moneys thereafter remaining in the Con- struction Fund shall be applied in accordance with Section 3.4 of the Agreement. INVESTMENTS; ARBITRAGE Section 8. Any moneys held as part of the Bond Fund and the Construction Fund created pursuant to Section 7 hereof may be invested or reinvested on the direction of the Authorized Borrower Representative, in accordance with the provisions of Section 3.5 of the Agreement and the Arbitrage Regulation Agreement. Any such investment shall be held by or under control of the Bank, as depositary, and shall be deemed at all times a part of such Fund 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 -14- 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 Borrower may direct the Bank to 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. With respect to Section 103(c) of the Code, the Issuer hereby, acting in reliance on certain certifications and repre- sentations made by the Borrower to the Issuer in Section 3.6 of the Agreement, which certifications and representations by ,this reference are incorporated herein and made a part hereof, adopts and ratifies such certifications and representations and hereby covenants with the purchaser and any owner of the Bond that so long as any principal installment of the Bond remains unpaid, 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 lawful regulations promulgated or proposed thereunder, including Sections 1.103-13, 1.103-14, 1.103-15 and 1.103-15AT of the Income Tax Regulations (26 CFR Part 1) as the same presently exist, or may from time to time hereafter be amended, supplemented or revised. GENERAL COVENANTS Section 9. The Issuer covenants that, acting through the Bank as its assignee pursuant to the Assignment, it will promptly cause to be paid solely and only from the source men- tioned in the Bond, the principal installments 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 Note, the Agreement, the Mortgage and the Guaranty and payable solely out of the revenues and receipts derived by the Issuer therefrom 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 this Bond Ordinance, in the Bond and in all proceedings of its governing body pertaining thereto. The -15- Issuer represents that it is duly authorized under the Constitu- tion 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 revenues and 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 effectively taken and that the Bond is and will be a valid and 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, financing statements and other documents as the owner 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 Project, as well as the rights of the Issuer in and to the revenues and receipts hereby assigned and pledged to the payment of the principal installments of and interest on the Bond as provided in the Assignment. 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 revenues and receipts derived from the Agreement, or of its rights under the Agreement. The Issuer covenants and agrees that all books and documents in its possession relating to the Project and the revenues and receipts derived from the Agreement shall at all reasonable times be open to inspection .by the owner of the Bond or such accountants or other agencies as such owner may from time to time designate. EVENTS OF DEFAULT AND REMEDIES Section 10. If any of the following events occur it is hereby defined as and declared to be and to constitute an "Event of Default": (a) Default in the due and punctual payment of any interest on the Bond or of any principal installments of the Bond, whether at the stated or any accelerated maturity thereof for a period of 5 business days after notice has been received by the Borrower; or (b) The occurrence and continuation of an Event of Default under Section 6.1 of the Agreement; or (c) The occurrence and continuation of an Event of Default under Section 4.1 of the Mortgage; or (d) The occurrence and continuation of an Event of Default under Section 10 of the Guaranty. -16- Upon the occurrence of an Event of Default, the Bank by notice in writing delivered to the Issuer and the Borrower, may declare the principal installments of the Bond and the interest accrued thereon immediately due and payable, and such principal installments and interest shall thereupon become and be immedi- ately 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 6.2 of the Agreement. While any payment of principal of or interest on the Bond is unpaid, the Issuer shall not exercise any of the remedies on default specified in Section 6.2 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 installments 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 by the terms of this Bond Ordinance conferred upon or reserved to the Bank 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 to the Bank or to the owner hereunder or 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 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 VI of the Agreement (after payments of the costs andexpenses 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 owner of the Bond) at the time of the occurrence of an Event of Default shall be deposited in the Bond Fund and all such moneys in the Bond Fund shall be applied to the payment of the principal install- ments and interest then due and unpaid upon the Bond 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. -17- Whenever all principal installments of and interest on the Bond have been paid under the provisions of this Section and all 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 any default concerning which notice is given to the Borrower under the provisions of this Section, the Issuer hereby grants the Borrower full authority for account of the Issuer to perform or observe any covenant br 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. PERFORMANCE PROVISIONS Section 11. 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 this Bond Ordinance, the execution and delivery of the Bond and the performance of all other acts of whatever nature neces- sary to effect and carry out the authority conferred by this Bond Ordinance. 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 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 necessary action to the full discharge of the obligations of the Issuer under the Agreement, the Assignment, the Bond Purchase Agreement and the Arbitrage Regulation Agreement. NOTICES Section 12. It shall be sufficient service of any notice or other paper on the Issuer if the same shall be duly mailed and received by the Issuer by registered or certified mail addressed to the Issuer at Village Hall, 901 Wellington Avenue, Elk Grove Village, Illinois 60007, Attention: Village Clerk, with a copy to George Knickerbocker, Esq., Samelson, Knickerbocker & Erickson, 575 Lee Street, Des Plaines, Illinois 60016, 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 and received by the Borrower by registered or certified mail addressed to the Borrower at 2100 Touhy Avenue, Elk Grove Village, Illinois 60007, Attention: David Leibowitz, 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 and received by the Bank by registered or certified mail addressed to the Bank at P.O. Box 3099, Winston-Salem, North Carolina 27150, Attention: National Banking Department, with a copy to Ms. Virginia Hepner, Wachovia Financial Corporation, 55 West Monroe Street, Suite 1740, Chicago, Illinois, 60603, 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 MODIFICATIONS, ALTERATIONS AND AMENDMENTS Section 13. The provisions of this Bond Ordinance shall constitute a contract between the Issuer and the owners of the Bond hereby authorized; and after the issuance of the Bond no modification, alteration, amendment or supplement to the provi- sions of this Bond Ordinance shall be made in any manner except with the written consent of the Bondowner until such time as all principal installments of and interest on the Bond shall have been paid in full. SATISFACTION AND DISCHARGE Section 14. All rights and obligations of the Issuer and the Borrower under the Agreement, the Bond, the Bond Purchase Agreement, the Arbitrage Regulation Agreement (except as provided therein), and this 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 6 hereof (except moneys held by the Bank for the payment of principal of or interest on the Bond) when: (a) all reasonable 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 Bond, the Mortgage, the Bond Purchase Agreement, the Assign- ment, the Arbitrage Regulation Agreement and in this Bond Ordinance; and (c) all principal installments of and interest on the Bond have been paid. -19- SEVERABILITY Section 15. If any section, provision of this Bond Ordinance shall competent jurisdiction to be invalid, section, paragraph, clause or provision the remaining provisions hereof as long intent and understanding of the contemplated transaction. CAPTIONS paragraph, clause or be ruled by any court of the invalidity of such shall not affect any of as it does not void the parties regarding the Section 16. The captions or headings of this Bond Ordinance are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Bond Ordinance. PROVISIONS IN CONFLICT REPEALED Section 17. All by-laws, 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. Presented at a regular meeting of the President and Board of Trustees of the Village of Elk Grove Village, Illinois held on the 28th day of May , 1985. I do further certify that the deliberations of the governing body of the Village of Elk Grove Village, Illinois on the adoption of said Bond Ordinance were taken openly; that the vote on the adoption of said Bond Ordinance was taken openly; that said meeting was held at a specified time and place convenient to the public; that notice of said meeting was duly given; and that said meeting was called and held in strict accordance with the provisions of all applicable open meeting laws, and that the President and Board of Trustees have complied with all of the applicable provisions of the Act (as defined in said Bond Ordinance) and any applicable procedural rules in the adoption of said Bond Ordinance. -20- IN WITNESS WHEREOF, I have hereunto affixed my official signature and the corporate seal of said Issuer this 31st day of ay , 1985. (SEAL) -21- Ilafern R. Snick Deputy Village Clerk 0 IDB230/JRR/942672—f/2-050285 Elk Grove Village, Illinois May 28, 1985 The President and Board of Trustees of the Village of Elk Grove Village, Illinois met in regular session at 8:00 o'clock P.M., at its regular meeting place in the Village of Elk Grove Village, Illinois. The meeting was called to order and there were present Charles J. Zettek , President, in the chair, and the following named members: Joseph T. Bosslet, Ronald L. Chernick, Dennis J. Gallitano, Edward R. Hauser, James P. Petri, Mlchael A. Tosto Absent: None Member (Tructee) Petri introduced and caused to be read an ordinance entitled, "A Bond Ordinance authorizing the issuance and sale of an Economic Development Revenue Bond (AAR Corp. Project) 1985 Series in the principal amount of $3,500,000 to finance an economic development project for AAR Corp. and to refund a prior economic development revenue bond; authorizing the execution and delivery by the Village of Elk Grove Village, Illinois of a Loan Agreement, Assignment and Security Agreement, Bond Purchase Agreement, Arbitrage Regulation Agreement and Closing Documents in connection therewith; and confirming the sale of such Bond to the Purchaser thereof; and related matters;" and moved the adoption of said Ordinance, seconded by Member (Trustee) Hauser After due consideration of said Ordinance by the Board, the President put the question on the motion and upon the roll being called the following named Members voted: Aye: RnssIet, Chern i ck- rA l I i tann� HAnmPr_ Petri. Toto. Nay: None Whereupon, the President declared said Ordinance adopted and signed his approval thereto. Upon motion and vote the meeting adjourned. Attest: ILafern R. Snick Deputy Village Clerk -2- rhArlaq Press ent