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HomeMy WebLinkAboutORDINANCE - 1610 - 12/13/1983 - INDUSTRIAL REVENUE BONDORDINANCE NO. 1610 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE VILLAGE OF ELK GROVE VILLAGE, COOK AND DU PAGE COUNTIES, ILLINOIS, OF AN ECO- NOMIC DEVELOPMENT PROJECT, AUTHORIZING THE ISSUANCE OF A $1,000,000 INDUSTRIAL REVENUE BOND, SERIES 1983 (STEINER ELECTRIC CO. PROJECT) AND CONFIRMING SALE THEREOF, AND AUTHORIZING EXECUTION OF A LOAN AGREEMENT, AN ASSIGNMENT AND AGREEMENT, A BOND PURCHASE AGREEMENT AND RELATED DOCUMENTS. WHEREAS, the Village of Elk Grove Village, Cook and DuPage Counties, Illinois (the "Issuer") is a duly constituted and existing municipality within the meaning of Section 1 of..Article VII of the 1970 Constitution of the State of Illinois, and is a home rule unit of government under Section 6(a) of Article VII of said Constitution; and WHEREAS, the Issuer, as a home rule unit, and pursuant to Ordinance No. 1486, duly adopted by the Issuer on October 13, 1981, as supplemented and amended (the "Enabling Ordinance"), is autho- rized and empowered to issue its revenue bonds to finance the costs of "economic development projects" or "projects" as defined in the Enabling Ordinance to the end that the Issuer may be able to relieve conditions of unemployment, maintain existing levels of employment, increase the tax base of said Village and to encourage economic development within the boundaries of the Village of Elk Grove Village, Illinois; and WHEREAS, as a result of negotiations between the Issuer and Steiner Electric Co., an Illinois corporation (the "Company"), contracts have been or will be entered into by the Company for the acquisition of approximately 151,355 square feet of land and an existing 80,023 square foot building located on said land, all to be located at 1250 Touhy Avenue in the Village of Elk Grove Vil- lage, Illinois (the "Project"), and it is proposed that the Issuer shall enter into a Loan Agreement with the Company (the "Agreement"), pursuant to which the Issuer shall lend the Company a sum sufficient, together with other moneys of the Company, to accomplish such acqui- sition, and the Issuer is willing to issue its revenue bond to finance the Project upon terms which will be sufficient to pay a portion of the cost of the acquisition of the Project as evidenced by such revenue bond, all as set forth in the details and provisions of the Agreement; 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 $1,000,000; and WHEREAS, the Project will be of the character and will accomplish the purposes provided by the Enabling Ordinance and will create additional employment opportunities in the Village of Elk Grove Village, Illinois; and WHEREAS, the Issuer proposes to sell the revenue bond hereinafter authorized and designated "Industrial Revenue Bond, Series 1983 (Steiner Electric Co. Project)" upon a negotiated basis to Northwest National Bank of Chicago, Chicago, Illinois; and WHEREAS, pursuant to the provisions of the Tax Equity and Fiscal Responsibility Act of 1982, a public hearing on the proposed plan of financing of the Project was held by the President and Board of Trustees of the Issuer prior to the adoption of this Ordinance; NOW, THEREFORE, BE IT ORDAINED By the President and Board of Trustees of the Village of Elk Grove Village, Cook and Du Page Counties, Illinois, AS FOLLOWS: -2- DEFINITIONS Section 1. The following words and terms as used in this Ordinance shall have the following meanings unless the context or use indicates another or different meaning or intent: "Acquisition Fund" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, Industrial Revenue Bond Acquisi- tion Fund (Steiner Electric Co. Project) created by Section 5 hereof. "Agreement" means the Loan Agreement dated as of December 1, 1983, by and between the Issuer and the Company, as from time to time supplemented and amended. "Assignment" means the Assignment and Agreement dated as of December 1, 1983, by and between the Issuer and the Bank as from time to time supplemented and amended. "Authorized Company 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 Northwest National Bank of Chicago, Chicago, Illinois, a national banking association duly organized and validly existing under the laws of the United States of America, and its successors and assigns. "Bond" means the Bond authorized to be issued hereunder. "Bond Counsel" means a firm of attorneys of nationally recognized standing on the subject of bonds of states and their political subdivisions. "Bond Fund" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, Industrial Revenue Bond Fund (Steiner Electric Co. Project) created in Section 7 hereof. -3- "Bond Purchase Agreement" means the Bond Purchase Agreement dated as of December 1, 1983, by and between the Issuer and the Bank as from time to time supplemented and amended. "Building" means the building, structures and facilities forming a part of the Project which are to be located on the Land, as they may at any time exist. "Code" means the Internal Revenue Code of 1954, as amended and supplemented. "Company" means Steiner Electric Co., a corporation duly organized and validly existing under the laws of the State of Illinois, and its successors or assigns as permitted by Section 5.2 of the Agreement. The term "default" means those defaults, exclusive of any period of grace, specified in and defined in Section 11 hereof. "Determination of Taxability" means (i) the receipt by the Company of a written notice of the issuance of a notice of deficiency by the Internal Revenue Service which holds, in effect, that the in- terest payable on the Bond, or any installment thereof, is includible in the gross income of the taxpayer named therein (other than a tax- payer who is a "substantial user".or a "related person" within the meaning of Section 103 of the Code) or (ii) the delivery to the Company of an opinion of Bond Counsel to the same effect. "Enabling Ordinance" means Ordinance No. 1486 duly adopted by the President and Board of Trustees of the Issuer, as supplemented and amended. The term "event of default" means those events specified in and defined in Section 11 hereof. "Event of Taxability" means the date of the occurrence of 101 the event which results in a Determination of Taxability or the date of the Determination of Taxability, whichever is earlier. The words "hereof", "herein", "hereunder" and other words of similar import refer to this Ordinance as a whole. "Issuer" means the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, and any successor body to the duties and functions of the Issuer. "Land" means the real estate more particularly described in Exhibit A attached to and made a part of the Agreement, on which the Building is to be located and which comprises the site of the Project. "Mortgage" means the Mortgage and Security Agreement dated as of December 1, 1983, by and between the Company and the Bank, as from time to time supplemented and amended. "Note" means the Promissory Note issued by the Company pur- suant to Section 4.2(a) of the Agreement, whereby the Company promises to make installment payments on the Note to the Bank for the account of the Issuer in satisfaction of the debt of the Company to the Issuer under the Agreement. "Ordinance" means this Ordinance, as from time to time supplemented and amended. "Prime Rate" means the per annum rate of interest from time to time announced by Northwest National Bank of Chicago as its prime rate at its banking house in Chicago, Illinois. "Project" means the Land and the Building to be acquired by the Company, as defined and described in the Agreement. AUTHORIZATION OF THE PROJECT Section 2. That in order to promote the general welfare of the,Village of Elk Grove Village, Illinois, and its inhabitants -5- by relieving conditions of unemployment, maintaining existing employment, increasing the tax base of the Village of Elk Grove Village and encouraging economic development in the Village of Elk Grove Village, Illinois, the Project shall be and is hereby author- ized to be financed as described herein. The estimated cost of the acquisition of the Project is not less than $1,000,000, of which $1,000,000 will be provided by the issuance of the Bond hereinafter authorized and the loan of the proceeds thereof to the Company. It is hereby found and declared that the financing of the Project and the use thereof by the Company as hereinbefore and hereinafter provided is necessary to accomplish the public purposes described in the preamble hereto and in the Enabling Ordinance, and that in order to further secure the Bond, the granting of a mortgage on and security interest in the Project by the Company to the Bank and the assignment of the.right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and indemnification payments), pursuant to the Assignment, is necessary and proper. AUTHORIZATION AND PAYMENT OF BOND Section 3. That for the purpose of financing a portion of the cost of the Project there shall be and there is hereby authorized to be issued by the Issuer its Industrial Revenue Bond, Series 1953 (Steiner Electric Co. Project) in the principal sum of $1,000,000, dated the date of its delivery, lettered R and numbered 1, shall be in fully registered form, payable to the order of Northwest National Bank of Chicago, or its registered assigns, maturing as to principal in'forty (40) consecutive equal quarterly principal installments of $25,000 each, payable on April 1, 1954 and on the first day of each -6- January, April, July and October thereafter, to and including January 1, 1994, except as the provisions hereinafter set forth with respect to redemption prior to maturity -may become applicable thereto, and bearing interest on the unpaid principal amount of the Bond at the rate of sixty-five percent (65%) of the Prime Rate in effect from time to time, payable on April 1, 1984 and the first day of each January, April, July and October thereafter, until paid. Interest shall be computed on the basis of a 360 day year and charged on the basis of the actual number of days elapsed, from the date of the Bond on the principal amount thereof from time to time remain - Ing unpaid. The Bond shall bear interest on any overdue install- ment of principal thereof or interest thereon (to the extent per- mitted by law) which is past due (after the expiration of any applicable grace period) at a rate equal to the Prime Rate plus two percent (2%) per annum. In addition, there shall be due and owing on the Bond a default penalty for any installment of princi- pal which is fifteen days past due (without regard to any applic- able grace period) in an amount equal to two percent (2%) of such past due installment. Upon the occurrence of an Event of Taxability, the interest rate borne by the Bond shall be a rate equal to the Prime rate in effect from time to time, and interest at such rate shall accrue from the Event of Taxability, shall be payable on the dates otherwise provided herein for interest payments, and shall be payable to the owners from time to time of the Bond entitled to payments of interest thereon on and after the Event of Taxability, -7- as shown by the registration books of the Issuer. If the principal installments of, premium, if any, and interest on the Bond have been fully paid, the Issuer shall nevertheless pay from the source and as identified in the Bond any such additional interest accruing on the Bond from the Event of Taxability to the date of the final payment of the principal installments of, premium, if any, and interest on the Bond upon demand of any owner from time to time of the Bond entitled to such additional interest, and this covenant shall survive the final payment of the principal installments of, premium, if any, and interest on the Bond. The principal installments of, premium, if any, and in- terest on the Bond shall be payable to the Bank in lawful money of the United States of America at the principal office of the Bank in the City of Chicago, Illinois or at such other location in the United States as the Bank, or any other owner of the Bond, may designate to to the Issuer and the Company. The Bank shall note on the Payment Record attached as Schedule A to the Bond the date and amount of payment of each principal installment then being paid (whether at maturity or upon acceleraton or -call for redemption) and interest then being paid and of principal theretofore paid (whether at maturity or upon acceleration or call for redemption) and interest theretofore paid and not yet noted thereon and, upon request of the Company or the Issuer, the Bond shall be available for inspection by the Company or the Issuer during regular banking hours at the princi- pal office of the Bank in the City of Chicago, Illinois. The Bank shall notify the Issuer and the Company in writing of the amount of interest coming due on the Note and the Bond at least five (5) days IM. prior to each interest payment date, and shall notify the Issuer and the Company of any adjustment in the amount of interest coming due on the Note and the Bond on or prior to each interest payment date. At least annually, the Bank shall notify the Issuer in writing of the pay- ment of the principal installments of the Bond (whether at maturity or upon prior redemption or acceleration) and shall include in such noti- fication a statement of the balance of the principal installments of the Bond then unpaid. The Bond, together with interest thereon, shall be a limited obligation of the Issuer secured by the Agreement, the Note made pay- able to the Bank for the account of the Issuer, an assignment of the right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and indemnification payments), pur- suant to the Assignment, and a mortgage on and security interest in the Project, pursuant to the Mortgage and shall be payable solely from the revenues and receipts derived from the Agreement and the Note (except to the extent paid,out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof or payments derived pursuant to the Mortgage), and shall be -a valid claim of the owner thereof only against the Bond Fund and other moneys held by the Bank and the revenues.and receipts derived from the Agreement and the Note (except as provided aforesaid), which revenues and receipts shall be used for no other purpose than to pay the principal installments of, premium, if any, and interest on the Bond, except as may be otherwise expressly authorized in this Ordin- ance and in the Agreement. The Bond and the obligation to pay in- terest thereon do not now and shall never constitute an indebtedness CLSIC or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof, or a charge against their general credit or taxing powers within the meaning of any constitutional or statutory provision, but shall be secured as aforesaid, and are payable solely from the revenues and receipts derived from the Agreement and the Note (except as provided aforesaid). No owner of the Bond shall have the right to compel the taxing power of the Issuer the State of Illinois or any political subdivision thereof to pay the principal installments of, premium, if any, or interest on the Bond. The principal installments of the Bond shall be subject to redemption prior to maturity at the option of the Issuer from any available funds, including the prepayment of the principal Installments of the Note or,a portion thereof at the option of the Company pursuant to Section 7.1 of the Agreement or borrowed funds, on any date, in whole, or in part by installment in the inverse order of maturity of the principal installments of the Bond at a redemption price of 100% of the principal amount thereof.being redeemed plus accrued interest to the date fixed for redemption, and without premium. Upon receipt by the Issuer and the Bank of at least 10 days prior written notice from the Company specifying a date for the redemption of principal installments of the Bond, the Bank shall, to the extent that amounts are or become available therefor in the Bond Fund, apply such amounts in the Bond Fund on behalf of the Issuer to the redemption of the principal installments of the -10- Bond in accordance with the preceding paragraphs. All principal installments of the Bond designated for prior redemption will cease to bear interest on the specified redemption date, provided suffi- cient funds for their redemption have been paid to the Bank for the account of the Issuer for such purpose on or before such date. The Bond shall be prepared in typewritten form. The Bond shall be signed by the President by his manual signature, and attested by the manual signature of the Village Clerk of the Issuer, and the corporate seal of the Issuer shall be affixed thereto. In case any official whose signature shall appear on the Bond shall cease to be such official before the delivery of the Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. 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 Issuer, 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 new fully registered Bond of the same series, in the denomination of the unpaid principal amount thereof, with the same outstanding maturities and interest rate, dated the first day of the January, April, July or October next preceding the date of its issuance, or if issued on the first day of a January, April, July or October, as of such date. The Issuer shall cause books for the registration and for the transfer of the Bond as pro- vided in this Ordinance to be kept by the Village Clerk of the Issuer who is hereby constituted and appointed the Bond Registrar of the -11- Issuer. The Village Clerk, as Bond Registrar, shall keep and main- tain, on behalf of the Issuer, registration books indicating the name and address of the owner from time to time of the Bond. The Village Clerk 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 principal installments of the Bond for prior redemp- tion 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, premium, if any, or interest on the Bond shall be made only to or upon the written order of the registered owner thereof or his 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 new Bond of like date, tenor and maturities 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 satis- factory to the Issuer, together with indemnity satisfactory to -12- the Issuer. The Issuer shall duplicate on the Payment Record of the new Bond replacing the mutilated, lost, stolen or destroyed Bond all payments of principal (whether at maturity or upon accel- eration or call for redemption) and interest which the records of the Issuer indicate as having appeared on the mutilated, lost, stolen, or destroyed Bond. In the event all the principal install- ments 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 reasonable fees and expenses in this connection. BOND FORM Section 4. That the Bond, and the Payment Record - Schedule "A", shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF COOK AND DU PAGE VILLAGE OF ELK GROVE VILLAGE Industrial Revenue Bond, Series 1983 (Steiner Electric Co. Project) PAYABLE. BY THE ISSUER SOLELY AND ONLY FROM REVENUES AND RECEIPTS DERIVED FROM THE LOAN AGREEMENT AND PROMISSORY NOTE REFERRED TO HEREIN No. R-1 $1,000,000 KNOW ALL MEN BY THESE PRESENTS that the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, a municipality of the State of Illinois and a home rule unit of government created -13- and existing under the Constitution and 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 NORTHWEST NATIONAL BANK OF CHICAGO, Chicago, Illinois, or its registered assigns (the "Bank"), the principal sum of: ONE MILLION DOLLARS ($1,000,000) maturing as to principal in forty (40) consecutive equal quarterly principal installments of $25,000 each, payable on April 1, 1984 and on the first day of each January, April, July and October thereafter, to and including January 1, 1994, except as the provi- sions hereinafter set forth with respect to redemption prior to maturity may become applicable hereto, together with interest on the unpaid principal amount hereof at the rate of sixty-five per- cent (65%) of the Prime Rate (as defined in the Bond Ordinance hereinafter referred to) in effect from time to time, payable on April 1, 1984 and the first-day of each January, April, July and October thereafter, until paid. Interest shall be computed on the basis of a 360 day year and charged on the basis of the actual number of days elapsed, from the date hereof on the principal amount hereof from time to time remaining unpaid. This Bond shall bear interest on any principal installment hereof or interest hereon which is past due (after the expiration of any applicable grace period) as a rate equal to the Prime Rate plus two percent (2x) per annum. In addition, there shall be due and owing on this Bond a default penalty for any installment of principal which is fifteen (15) days past due (without regard for any grace period) -14- in an amount equal to two percent (2%) of such past due installment. The principal hereof and premium, if any, and interest hereon are _payable in immediately available funds at the principal office of the Bank in the City of Chicago, Illinois. Upon the occurrence of an Event of Taxability (as defined in the Bond Ordinance hereinafter referred to), the interest rate borne by this Bond shall be a rate equal to said Prime Rate in effect from time to time, and interest at such rate shall accrue from said Event of Taxability, shall be payable on the dates other- wise provided herein for interest payments, and shall be payable to the owners from time to time of this Bond entitled to payments of interest hereon and after said Event of Taxability, as shown by the registration books of the Issuer. If the principal install- ments of, premium, if any, and interest on this Bond have been fully paid, the Issuer shall nevertheless pay from the source and as hereinafter provided any such additional interest accruing on this Bond from said Event of Taxability to the date of the final payment of the principal installments of, premium, if any, and interest on this Bond upon demand of any owner from time to time of this Bond entitled to such additional interest, and this covenant shall survive the -final payment of the principal installments of, premium, if any, and interest on this Bonds. Payments of principal installments (whether at maturity or upon acceleration or call for redemption) and payments of inter- est shall be noted by the Bank on the Payment Record -Schedule "A" -15- made a part of this Bond, as provided in the Bond Ordinance herein- after identified pursuant to which this Bond is issued. The Bank or any other owner of this Bond shall make this Bond available for inspection during regular banking hours at the principal office of the Bank in the City of Chicago, Illinois, at the request of the Issuer or the Company. This Bond is issued 1n the principal sum of $1,000,000 and designated "Industrial Revenue Bond, Series 1483 (Steiner Elec- tric Co. Project)", pursuant to the hereinafter described Enabling Ordinance and to a Bond Ordinance duly adopted by the governing body of the Issuer on December 13,1983 (the "Bond Ordinance") for the purpose of providing funds to finance the cost of acquiring certain real estate and an existing building located thereon, all to be located in the Village of Elk Grove Village, Illinois (the "Project") and paying expenses incidental thereto, to the end that the Issuer may be able to relieve conditions of unemployment and encourage economic development within the Village of Elk Grove Village, Illinois. The proceeds of this Bond will be used by the Issuer to pay or reimburse Steiner Electric Co., a corporation incorporated and existing under the laws of the State of Illinois (the "Company") for a portion of the costs of the acquisition of the Project, under the terms of a Loan Agreement dated as of December 1, 1983, by and between the Issuer and the Company (which agreement, as from time to time supplemented and amended, is herein- after referred to as the "Agreement"). This Bond is secured by a pledge and assignment of the revenues and receipts derived by the Issuer from the repayment of -16- the loan by the Company and other revenues and receipts derived pursuant to the Agreement and the Promissory Note issued by the Company thereunder (the "Note"), and is further secured by an assignment of the right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and indemnifica- tion payments), and a mortgage on and security interest in the Pro- ject, 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 of the provisions of which the owner hereof by the acceptance of this Bond assents. This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Illinois, particularly Ordinance No. 1486 adopted by the Issuer on October 13, 1981 (the "Enabling Ordinance"), as supplemented and amended. This Bond and the obligation to pay interest hereon are limited obligations of the Issuer, secured as aforesaid and payable solely out of the revenues and receipts derived from the Agreement and the Note 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 credit or taxing powers within the meaning of any constitutional or statutory provision. Pursuant to the provisions of the Agreement, payments sufficient for the -17- prompt payment when due of the principal installments of, premium, if any, and interest on this Bond are to be paid by the Company 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, Cook and DuPage Counties, Illinois, Industrial Revenue Bond Fund (Steiner Electric Co. Project)" (the "Bond Fund"), and all revenues and receipts accruing from the repayment of the loan by the Company under the Agreement and the Note have been duly pledged and assigned to the Bank for that purpose, under the Bond Ordinance, to secure payment of the principal installments of, premium, if any, and interest on this Bond. The principal installments of this Bond are subject to redemption prior to maturity at the option of the Issuer from any available funds, including the prepayment of the principal install- ments of the Note or a portion thereof at the option of the Company pursuant to Section 7.1 of the Agreement or borrowed funds, on any interest payment date, in whole, or in part by installment in the inverse order of maturity of the principal installments hereof at a redemption price of 100% of the principal amount hereof being redeemed plus accrued interest to the date fixed for redemption, and without premium. Upon receipt by the Issuer and the Bank of at least 10 days' prior written notice from the Company specifying a date for the prior redemption of principal installments of this Bond, the Bank shall, to the extent that amounts are or become available therefor in the Bond Fund, apply such amounts in the Bond Fund on behalf of the Issuer to the redemption of the principal install- ments of this Bond in accordance with the preceding paragraph. 411 -18- principal installments of this Bond designated for prior redemption shall cease to bear interest on the specified redemption date, provided sufficient funds for their redemption have been paid to the Bank for the account of the Issuer for such purpose on or before such date. This Bond is transferable only as a whole by the regis- tered owner hereof in person or by his attorney duly authorized in writing at the principal office of the Issuer, but only in the man- ner, subject to the limitations and upon payment of the charges provided in the Bond Ordinance, and upon surrender and cancellation of this Bond. Upon such transfer a new registered Bond of the same series, the same outstanding maturities, in the denomination of the unpaid principal amount hereof, dated as provided in the Bond Ordi- nance, will be issued to the transferee in exchange herefor. The Issuer and the Company may deem and treat the registered owner here- of as the absolute owner hereof for the purpose of receiving payment of or on account of principal installments hereof and premium, if any, hereon and interest due hereon and for all other purposes and neither the Issuer nor the Company shall be affected by any notice to the contrary. In certain events, on the conditions, in the manner and with the effect set forth in the Bond Ordinance, the principal installments of this Bond may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. One such event is the failure of the Issuer to pay from the source and as hereinbefore provided any principal installment of, premium, if any, or interest on this Bond when due. -19- Modifications, alterations or amendments of the provi- sions 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 Enabling Ordinance and the Constitution and laws of the State 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, Cook and DuPage Counties, Illinois, by its governing body, has caused this Bond to be signed on its behalf by its President by his manual signature, and attested manually by its Village Clerk, and the corporate seal of the Issuer to be affixed hereto, all as of December 13, 1983• (SEAL) ATTEST: Village ler VILLAGE OF ELK GROVE VILLAGE, COOK AND DU PAGE COUNTIES, ILLINOIS By President -20- SCHEDULE A PAYMENT RECORD Northwest National Principal Bank of Chicago Principal Balance Interest Authorized Date Payment Due Payment Official and Title -21- Date PAYMENT RECORD Principal Payment Northwest National Principal Bank of Chicago Balance Interest Authorized Due Payment Official and Title -22- CUSTODY AND APPLICATION OF PROCEEDS OF BOND: ACQUISITION FUND Section 5. There is hereby created and established with the Bank, which is hereby constituted and appointed as depositary for the Issuer, a special fund in the name of the Issuer to be designated "Village of Elk Grove Village, Cook and DuPage Counties, Illinois, Industrial Revenue Bond Acquisition Fund (Steiner Elec- tric Co. Project)". The proceeds received by the Issuer upon the sale of the Bond, exclusive of accrued interest, if any, which shall be deposited in the Bond Fund, shall be deposited in the Acquisition Fund which shall be held in a separate account by the Bank, as depositary. Moneys in the Acquisition Fund shall be expended in accordance with the provisions of the Agreement, and particularly Section 3.3 thereof. The Bank, as depositary, shall keep and maintain adequate records pertaining to the Acquisition 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 5, the Bank shall deliver copies of such records to the Issuer and the Company. 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 a certificate of the Authorized Company Representative required by Section 3.4 of the Agreement. Any moneys thereafter remaining in the Acquisition Fund shall be applied in accordance with Section 3.4 of the Agreement. -23- ACQUISITION AND CONSTRUCTION OF PROJECT AND 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 of the Project by the Company, pursuant to the Agreement in substantially the form which has been presented to and is hereby approved by the governing body of the Issuer. The Agreement and the revenues and receipts thereof, including all moneys received under its terms and conditions and the Note therein authorized, are to be sufficient to pay the princi- pal installments of, premium, if any, and interest on the Bond hereby authorized, and are hereby pledged and ordered paid into the Bond Fund as specified in Section 7 hereof. The Agreement provides that the Company shall remit the required payments in repayment of the loan under the terms and conditions of the Agreement directly to the Bank for the account,of the Issuer for deposit in the Bond Fund and such provision is hereby expressly approved. REVENUES; BOND FUND Section 7. 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 an assignment of the right, title and interest of the Issuer in and to the Agreement and the Note, pursuant to the Assignment, and a mortgage on and security interest in the Project, pursuant to the Mortgage, and shall be payable by the Issuer solely and only out of the revenues and receipts derived from the Agreement and the Note and as otherwise provided herein. -24- There is hereby created by the Issuer and ordered estab- lished with the Bank, as depositary, a special fund to be designated "Village of Elk Prove Village, Cook and DuPage Counties, Illinois, Industrial Revenue Bond Fund (Steiner Electric Co. Project)", which shall be used to pay the principal installments of, premium, if any, and interest on the Bond. There shall be deposited into the Bond Fund, as and when received (a) a sum equal to the accrued interest paid by the purcha- ser of the Bond, if any; (b) any amount remaining in the Acquisition Fund to the extent provided in Section 3.4 of the Agreement; (c) all payments made on the Note; (d) prepayment of the Note as speci- fied in Article VII of the Agreement; and (e) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement, the Note, the Mortgage and the Assignment. The Bank is authorized and directed to apply amounts available therefor in the Bond Fund to the payment when due of the principal installments of, premium, if any, 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 as owner of the Bond or any other owner of the Bond to the end of fully protecting the rights and security of the Bank or such other owner of the Bond. Nothing herein shall be construed as re- quiring 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 and the Note (except as otherwise ,provided herein). Any amounts remaining in the Bond Fund, after payment in full of the principal installments of, premium, if any, and interest -25- on the Bond and the charges and expenses of the Bank, shall be paid to the. Company, as provided herein and in Section 9.5 of the Agree- ment. ASSIGNMENT; MORTGAGE Section 8. As security for the due and punctual payment of the principal installments of, premium, if any, and interest on the Bond hereby authorized, the Issuer hereby assigns and pledges to the Bank all revenues and receipts derived by the Issuer pursuant to the Agreement and the Note (except any payment made pursuant to Section 4.2(b) of the Agreement, relating to the obligation of the Company to pay reasonable and necessary expenses of the Issuer, Sections 5.3 and 5.8 of the Agreement, relating to indemnification of the Issuer by the Company, and Section 6.3 of the Agreement, relating to the obligation of the Company to pay attorneys' fees and expenses incurred by the Issuer upon a default thereunder) and all rights and remedies of the Issuer under the Agreement and the Note to enforce payment thereof and as evidence of such assignment, pledge and security interest and of the agreement of the Bank to accept its responsibilities with respect to the Acquisition Fund created pursuant to Section 5 hereof, to the Bond Fund created pursuant to Section 7 hereof and to any other duty imposed upon the Bank by this Ordinance or the Agreement, the President is hereby authorized to execute the Assignment 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, and the President and Village Clerk are authorized and directed to cause -26- the Assignment to be executed by the Bank, the Assignment to be in substantially the form which has been presented to and is hereby approved by the governing body of the Issuer. As further security for the payment of the principal installments of, premium, if any, and interest on the Bond, the Company will execute and deliver the Mortgage, in substantially the form presented to the governing body of the Issuer, the form, terms and provisions of which are hereby approved, and will cause the Mortgage to be recorded in the real estate records of the Office of the Recorder of Deeds of Cook County, Illinois. INVESTMENTS; ARBITRAGE Section 9. Any moneys held as part of the Acquisition Fund created pursuant to Section 5 hereof and the Bond Fund created pursuant to Section 7 hereof, may be invested or reinvested on the direction of the Authorized Company Representative, in accordance with the provisions of Section 3.5 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 for which the 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 Company as provided in the Agreement. As and when any amount invested pursuant to this Section 9 may be needed for disbursement, the Authorized Company Representa- tive may, upon 72 hours' notice from the Company to the Bank, -27- direct the Bank to cause a sufficient amount of the investments to be sold and reduced to cash to the credit of such funds regard- less of the loss on such liquidation. Absent such direction, the Bank is authorized to and shall liquidate such investments whenever necessary to make timely payment of any amounts, due on the Bond, - With respect to Section 103(c) of the Code, the Company has made certain covenants with the Issuer in Section 3.6 of the Agreement, and the Company will make certain certifications and representations with respect to Section 103(c) of the Code on the date of delivery of the Bond, which the Issuer shall accept and adopt, and the Issuer, acting in reliance on such covenants, certi- fications and representations, hereby covenants with the Bank and any other owner of the Bond that so long as any principal installment of, premium, if any, or interest on 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 lawful regulations promulgated or proposed thereunder, including Section 1.103-13, Section 1.103-14 and Section 1.103-15 of the Internal Revenue Service Rules and Regulations (26 C.F.R., Part 1) as the same presently exist or may from time to time here- after be amended, supplemented or revised. GENERAL COVENANTS Section 10. The Issuer covenants that it will promptly cause to be paid solely and only from the source mentioned in the Bond, the principal installments of, premium, if any, and interest IME 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 of the Company and the Mortgage and the Assignment and payable as set out in Section 3 hereof. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Ordinance, the Bond, the Agreement and the Assignment, and in all proceedings of its governing body pertain- ing 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 Enabling Ordinance, 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 or will, before delivery of the Bond, have been duly and effectively taken and that the Bond, when issued and delivered to the Bank, 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 docu- ments as the Bank or any other owner of the Bond may reasonably require for the better assuring, granting, pledging and assigning unto the Bank the right, title and interest of the Issuer in and to the Agreement and the Note, as well as the rights of the Issuer -29- in and to the required payments of revenues and receipts pursuant to Section 4.2(a) of the Agreement and the Note hereby assigned and pledged to the payment of the principal installments of, premium, if any, 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 revenues and receipts derived from the Agreement and the Note, or of its rights under the Agreement and the Note. The Issuer covenants and agrees that all books and docu- ments in its possession relating to the Project and the payments on the Note and under the Agreement shall at all reasonable times be open to inspection by the Bank or any other owner of the Bond or such accountants or other agencies as the Bank or such owner may from time to time designate. The Issuer covenants and agrees that it shall, through the Bank or any other owner of the Bond, enforce all of its rights and all of the obligations of the Company under the Agreement for the benefit of the Bank or any other owner of the Bond. The Issuer shall protect the rights of the Bank or any other owner of the Bond hereunder with respect to the assignment and pledge of the revenues and receipts coming due under the Agreement and the Note. EVENTS OF DEFAULT AND REMEDIES Section 11. If any of the following events occurs it is hereby defined as and declared to be and to constitute an "event of default" hereunder: (a) Default in the due and punctual payment of any interest on the Bond and the continuation of such default for five (5) days -30- after written or oral notice, specifying such default and requesting that it be remedied, shall be given to the Issuer by the Bank or any other owner of the Bond (provided, that the failure to pay additional interest required to be paid by Section 3 hereof upon an Event of Tax- ability shall not constitute an event of default hereunder until the interest payment date next following the occurrence of a Determination of Taxability). (b) Default in the due and punctual payment of any principal installment of or premium, if any, on the Bond, whether at the stated maturity thereof or upon call for redemption or proceedings for the acceleration thereof and the continuation of such default for five (5) days after written or oral notice, specifiying such default and requesting that it be remedied shall be given to the Issuer by the Bank or any other owner of the Bond. (c) An "Event of Default" shall have occurred and be con- tinuing.under the Agreement. Upon the occurrence of an event of default hereunder and so long as such event of default is continuing, the Bank or any other owner of the Bond, by notice in writing delivered to the Company and the Issuer, 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 immediately due and payable. Upon any such declaration all payments under the Agreement and the Note from the Company shall become imme- diately due and payable as provided in Section 6.2 of the Agreement. While any principal installment of, premium, if any, or interest on the Bond remains unpaid, the Issuer shall not exercise -11- any of the remedies available upon an "Event of Default" specified in Section 6.2 of the Agreement without first obtaining the prior written consent of the Bank or any other owner of the Bond. Upon the occurrence of 'an event of default hereunder, the Bank or any other owner of the Bond may exercise such rights as exist under the Agreement, the Note, the Mortgage, the Assignment or this Ordinance and 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, premium, if any, and interest on the Bond and to enforce and compel the performance of the duties and obligations of the Company as herein and in the Agreement, the Note and the Mortgage set forth. No remedy by the terms of this 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 any other owner of the Bond 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 hereunder shall impair any such right, power or remedy or shall be construed to be a waiver of any such event of default hereunder 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 11 or under the provisions of Article VI of the Agreement (after payments of the costs and expenses of the proceedings resulting in the collection -32- of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Bank or any other owner of the Bond) or under the Assignment and the Mortgage, and all moneys in the Acquisition Fund at the time of the occurrence of an event of default hereunder shall be deposited in the Bond Fund and all such moneys in the Bond Fund shall be applied to the payment of the principal installments, premium, if any, and interest due and unpaid upon the Bond to the person entitled thereto. Whenever moneys are to be applied pursuant to the provi- sions of this Section 11, such moneys shall be applied to the pay- ment of the principal installments of, premium, if any, or interest on the Bond within five 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. Whenever all principal installments of, premium, if any, and interest on the Bond have been paid under the provisions of this Section 11 and all expenses of the Bank and the Issuer have been paid, any balance remaining in the Bond Fund shall be paid to the Company pursuant to Section 9.5 of the Agreement. The Bank may in its discretion waive any event of default hereunder and its consequences and rescind any declaration of acceleration of principal, and in cases of any such waiver or rescission, or in case any proceeding taken by the Bank on account of any such event of default shall have been discontinued or aban- doned or determied adversely, then and in every such case the Issuer, the Company, the Bank and any other owner of the Bond shall be restored to their former positions and rights hereunder, respec- -33- tively, but no such waiver or rescission shall extend to any subse- quent or other event of default hereunder, or impair any right consequent thereon. With regard to any default concerning which notice is given to the Company under the provisions of this Section 11, the Issuer hereby grants the Company full authority for 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. SALE OF THE BOND: EXECUTION OF DOCUMENTS Section 12. (a) The sale of the Bond hereby authorized to the Bank at a price of $1,000,000 plus accrued interest, if any, and payment pursuant to the Bond Purchase Agreement in substantially the form which has been presented to the governing body of the Issuer, 1s hereby approved by said governing body, and the Bond Purchase Agreement in substantially the form which has been presented to the governing body of the Issuer, is hereby in all respects authorized, approved and confirmed. The President is hereby authorized and directed to execute the Bond Purchase Agreement for and on behalf of the Issuer, and the Village Clerk is hereby authorized to attest the same and to affix the corporate seal of the Issuer thereto. (b) The Agreement and the Assignment in substantially the form in which the same have been presented to the governing body of the Issuer are hereby approved by such governing body and are in all respects authorized, approved and confirmed. -34- The President is hereby authorized and directed to execute the Agreement and the Assignment for and on behalf of the Issuer, and the Village Clerk is hereby authorized to attest the same and to affix the corporate seal of the Issuer thereto. PERFORMANCE PROVISIONS Section 13. The President and the Village Clerk, for and on behalf of the Issuer be, and both of them hereby are, 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 Ordinance, the advancement of the loan, 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 this Ordinance. The President and the 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 Ordinance or to evidence said authority and to exercise and otherwise take all necessary action 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. NOTICES Section 14. All notices, certificates or other communi- cations shall be sufficiently given and shall be deemed given when the same are (1) deposited in the United States mail and sent by -35- first class mail, postage prepaid, or (ii) delivered, in each case to the parties at the following addresses or such other address as a party may designate by notice to the other parties: if to the Issuer at 901 Wellington Avenue, Elk Grove Village, Illinois 60007, Attention: Village Manager; if to the Bank, at 3985 Milwau- kee Avenue, Chicago, Illinois 60641, Attention: Senior Vice President; and if to the. Company at 1250 Touhy Avenue, Elk Grove Village, Illinois 60007, Attention: President. ORDINANCE A CONTRACT; PROVISIONS FOR MODIFICATIONS, ALTERATIONS AND AMENDMENTS Section 15. The provisions of this Ordinance shall constitute a contract between the Issuer and the owner of the Bond hereby authorized; and after the issuance of the Bond, no modifica- tion, alteration, amendment or supplement to the provisions of this Ordinance shall he made in any manner except with the written consent of the Bank or any other owner of the Bond until such time as all principal installments of, premium, if any, and interest on the Bond shall have been paid in full. SATISFACTION AND DISCHARGE Section 16. All rights and obligations of the Issuer and the Company under the Bond, this Ordinance, the Agreement, the Note, the Mortgage, the Assignment and the Bond Purchase Agreement shall terminate and such instruments shall cease to be of further effect, and the Bank or any other owner of the Bond shall surrender the Bond, cancel the Bond, deliver it to the Issuer, deliver a copy of the cancelled Bond to the Company and assign and deliver to the Company any moneys in the Bond Fund required to be paid to the -16- Company under Section 7 hereof (except moneys held by the Bank for the payment of principal installments of, premium, if any, or interest on the Bond) when: (a) all expenses of the Issuer and the Bank shall have been paid; (b) the Issuer and the Company shall have performed all of their covenants and promises in the Bond, this Ordinance, the Agreement, the Mortgage, the Assignment and the Bond Purchase Agreement; and (c) all principal installments of, premium, if any, and interest on the Bond have been paid. SEVERABILITY Section 17. If any section, paragraph, clause or provi- sion 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 sections, paragraphs, clauses or provisions hereof. CAPTIONS Section 18. The captions or headings of this Ordinance are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Ordinance. PROVISIONS IN CONFLICT REPEALED Section 19. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed, and this Ordinance shall be made available to the public by the Village -37- Clerk, in appropriate form, upon request, at the office of the Village Clerk, 901 Wellington Avenue, Village of Elk Grove Village, Illinois. Copies are to be made available in the office of the Village Clerk for public inspection and distribution to members of the public who may wish to avail themselves of a copy of this Ordinance. This Ordinance shall be in full force and effect imme- diately upon its adoption. Passed and approved by the President and Board of Trustees of the Village of Elk Grove Village, Cook and DuPage Counties, Illinois, this 13th day of December, 1983. Ayes: Bosslet, Chernick, Hauser, Petri, Tosto, Uhlarik Nays: o Absent: o (SEAL) ATTEST: Patricia S. Smith Village er Village of Elk Grove Village, Cook and DuPage Counties, Illinois By Charles J. Zettek President of the Board of Trustees -38-