HomeMy WebLinkAboutResolutions - RS-94-4 - 01/26/1994 - Issuance of IRB Bonds to ChromaJAf1-25-1994 11:715 FR019 i=HRL301I H-HD H_IG TQ 1•=1 .3b^2119 P.A2
RECEIVED
RESOLUTION NO.4-t-
A RESOLUTION PROVIDING FOR THE FINANCING BY
THE CITY OF MCHENRY, ILLINOIS OF AN INDUSTRIAL
PROJECT CONSISTING OF THE ACQUISITION AND
CONSTRUCTION OF A BUILDING AND THE ACQUISITION
OF EQUIPMENT AND RELATED PROPERTY AND THE
REFUNDING OF PRIOR BONDS FOR CHROMA
CORPORATION (THE "BORROWER"); AUTHORIZING THE
ISSUANCE OF ITS $2,265,000 INDUSTRIAL PROJECT
REVENUE REFUNDING BONDS (CHROMA CORPORATION
PROJECT), SERIES 1994A AND ITS $1,200,000
INDUSTRIAL PROJECT REVENUE BONDS (.CHROMA
CORPORATION PROJECT), SERIES 1994B IN
CONNECTION THEREWITH; AUTHORIZING THE
EXECUTION AND DELIVERY OF A LOAN AGREEMENT
BETWEEN THE CITY OF MCHENRY, ILLINOIS AND THE
BORROWER; AUTHORIZING THE EXECUTION AND
DELIVERY OF AN INDENTURE OF TRUST SECURING
SAID BONDS; AND AUTHORIZING THE EXECUTION OF A
BOND PURCHASE AGREEMENT PROVIDING FOR THE SALE
OF SAID BONDS TO THE PURCHASER THEREOF AND
RELATED MATTERS.
Atr 2 5 1994
CITY Of WHENHY
WHEREAS, the City of McHenry, Illinois, a municipality
existing under the Constitution and laws of the State of Illinois
(the "Issuer") is authorized and empowered by the provisions of the
Industrial Project Revenue Bond Act, 65 ILCS 5/11-74-1 to 4/11-74-
14, inclusive, as from time to time supplemented and amended (the
"Act") to issue its revenue bonds to, finance the costs of any
industrial project to the end that the Issuer may be able to
relieve conditions of unemployment, to maintain existing levels of
employment and to encourage the increase of industry and commerce
within the City of McHenry, Illinois, thereby reducing the evils
attendant upon unemployment and provide for the public safety,
benefit and welfare of the residents of the City of McHenry or to
refund the same; and
WHEREAS, on May 17, 1984 the Issuer issued its $2,600,000
Economic Development Revenue Bonds (Chroma Corporation Project)
Series 1984 (the "Prior Bonds"); and
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WHEREAS, as a result of negotiations between the Issuer and
Chroma Corporation, a Delaware corporation (the "Borrower"), the
Borrower has provided for the financing of the cost of construction
of an approximately 17,000 square foot addition to -an existing
manufacturing facility located at 3900 Dayton Street, McHenry,
Illinois (the "Existing Facility") and the purchase of equipment
(hereinafter collectively referred to as the "Addition") and the
refunding of the Prior Bonds (the acquisition and construction of
the Addition and the refunding of the Prior Bonds are hereinafter
collectively referred to as the "Project"), and the Yssuer is
willing to issue its revenue bonds to refund the Prior Bonds and
acquire and construct the Addition and to enter into a loan
agreement with the Borrower upon terms which will produce revenues
and receipts sufficient to provide for the prompt payment at
maturity of the principal and interest on such revenue bonds, all
as set forth in the details and provisions of the Loan Agreement
hereinafter identified; and
WHEREAS, it is necessary and proper for the Issuer for the
benefit of the inhabitants within the Issuer -to authorize the
refunding of the Prior Bonds and acquistion and construction of the
Addition and the issuance of the Issuer's Industrial Project
Revenue Refunding Bonds (Chroma Corporation Project), Series 1994A
in the aggregate principal amount of $2,265,000 (the "Series 1994A
Bonds") and the Industrial Project Revenue Bonds (Chroma
Corporation Project), Series 1994B in the aggregate principal
amount of $1,200,000 (the "Series 1994B Bonds") (collectively, the
Series 1994A Bonds and the Series 1994E Bonds are the "Bonds"); and
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WHEREAS, American National Bank and Trust. Company of Chicago
(the "Credit Bank") will issue an Irrevocable Letter of Credit (the
"Letter of Credit") to the Trustee for the benefit of the holders
of the Bonds; and
WHEREAS, J. C. Bradford & Co. (the "Underwriter") has
indicated its willingness to purchase the Bonds to provide the
financing for the Project; and
WHEREAS, it is necessary to authorize the execution of a Loan
Agreement between the Issuer and the Borrower under the terms of
which the Issuer will lend the proceeds of the sale of the Bonds to
the Borrower to provide the financing for the Project, the payments
to be paid by the Borrower to the Issuer in repayment of the loan
to be sufficient to pay at maturity the principal of premium, if
any, and interest on the Bonds; and
WHEREAS, .it is necessary for the Issuer to execute and deliver
an Indenture of Trust to Bank One, Springfield, as Trustee (the
"Trustee") for the holders from time to time of. the Bonds pursuant
to which the Bonds will be issued; and
WHEREAS, it is necessary to authorize the sale of the Bonds
and to execute a Bond Purchase Agreement hereinafter defined in
connection therewith; and
WHEREAS, a Preliminary Official Statement (the "Preliminary
Official Statement") has been prepared and presented to this
meeting; and
WHEREAS, the Issuer has caused to be prepared and presented to
this meeting the following documents, which the Issuer proposes to
enter into:
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1. The Loan Agreement dated as of January 1, 1994, between
the Issuer and the Borrower (the "Loan Agreement");
2. The Indenture of Trust dated as of January 1, 1994 (the
"Indenture"), between the Issuer and the Trustee, setting forth
terms, conditions and security requirements for the proposed bond
issue to finance the Project and containing the form of the Bonds;
and
3. The Bond Purchase Agreement to be dated as of December 8,
1993 (the "Bond Purchase Agreement"), among the Issuer, the
Borrower and the Underwriter; and
4. The form of the Preliminary Official Statement; and
WHEREAS, the Issuer. held a Public Hearing pursuant to Section
147(f) of the Internal Revenue Code of 1986, as amended, on
December 81 1993;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MCHENRY, MCHENRY COUNTY, STATE OF ILLINOIS, AS FOLLOWS:
Section 1. That the form, terms and provisions of the proposed
Loan Agreement and Indenture be, and they hereby are, in all
respects approved, and that the Mayor and the City Clerk of the
Issuer be, and they are hereby authorized, empowered and directed
to execute and deliver such instruments in the name and on behalf
of the Issuer, to cause the Loan Agreement to be delivered to the
Borrower and to cause the Indenture to be delivered to the Trustee;
that the Indenture shall constitute a lien for the security of the
Bonds and upon all right, title and interest of the Issuer in and
to the Joan Agreement (except for certain rights of the Issuer to
indemnification and payment of expenses), the promissory note of
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JHN-25-1994 11:38 FROM CARLSClld HFID HUG TO P.06
the Borrower (the "Note") delivered pursuant thereto and in and to
the payments, revenues and receipts payable to the Issuer pursuant
thereto, and said revenues are hereby and in the Indenture pledged
for such purpose; that the Loan Agreement and the Indenture are to
be in substantially the respective forms submitted to this meeting
and hereby approved, with such changes therein as shall be approved
by the officials of the Issuer executing the same, their execution
thereof to constitute conclusive evidence of their approval of any
and all changes or revisions therein from the forms of the Loan
Agreement and the Indenture hereby approved; and that from and
after the execution and delivery of such instruments, the
officials, agents and employees of the Issuer are hereby
authorized, empowered and directed to do all such acts and things
and to execute all such documents as may be necessary to carry out
and comply with the provisions of such instrument as executed.
Section 2. That the form, terms and provisions of the proposed
Bond Purchase Agreement, a copy of which is before this meeting,
be, and hereby is, in all respects approved, and that the Mayor and
the City Clerk of the Issuer be, and hereby are, authorized,
empowered and directed to execute the Bond Purchase Agreement in
the name and on behalf of the Issuer and thereupon to cause the
Bond Purchase Agreement to be delivered to the other parties
thereto; that the Bond Purchase Agreement is to be in substantially
the form thereof submitted to this meeting and hereby approved,
with such changes therein as shall be approved by the officials of
the Issuer executing the same, their execution thereof to
constitute conclusive evidence of their approval of any and all
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changes or revisions therein from the form of such instrument
hereby approved; that the Bond Purchase Agreement shall be entered
into and that from and after the execution and delivery of such
instruments, the officials, agents and employees of the Issuer are
hereby authorized, empowered and directed to do all such acts and
things necessary to carry out and comply with the provisions of
such instruments as executed.
Section 3. That the issuance of the Bonds in the aggregate
principal amount of $3,465,000 and the Series 1994A Bonds bearing
interest at the rate of five and one -quarter percent (5.25%) per
annum to January 1, 2004 and maturing on January 1, 2016 and the
Series 1994B Bonds bearing interest at the rate of five and forty -
hundredths percent (5.40%) per annum and maturing on January 1,
2004 and thereafter the interest rate on the Series 1994A Bonds
will be changed as provided for in the Indenture, is hereby
approved and the Mayor and the City Clerk of the Issuer be and are
hereby authorized, empowered and directed to cause to be prepared
the Bonds in the form and having the other terms and provisions
specified in the Indenture (as executed and delivered); that the
Bonds shall be executed in the name of the Issuer with the manual
or facsimile signature of its Mayor and the manual or facsimile
signature of its City Clerk and the seal of the Issuer shall be
impressed or reproduced thereon, and that the Mayor or any other
officer of the Issuer shall cause the Bonds, as so executed and
attested, to be delivered to the Trustee for authentication and the
Trustee is hereby requested to authenticate the $3,465,000
aggregate principal amount of Bonds; and the forms of the Bonds
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submitted to this meeting as the same appears in the Indenture,
subject to appropriate insertion and revision in order to comply
with the provisions of said Indenture be, and the same hereby are,
approved, and when the same shall be executed on behalf of the
Issuer in the manner contemplated by the Indenture and this
Resolution in the aggregate principal amount of $3,465,000, they
shall represent the approved forms of the Bonds of the Issuer.
Section 4. That the distribution and use of the Preliminary
official Statement by the Underwriter is hereby ratified and the
distribution and use of a Final Official Statement is hereby
authorized and the Mayor is directed to execute the same.
Section 5. That the sale of the Bonds to the Underwriter at a
purchase price of 100% of the principal amount thereof, upon the
terms and conditions set out in the Bond Purchase Agreement, be,
and is, in all respects authorized and approved.
Section 6. That from and after the execution and delivery of
said documents, the proper officials, agents and employees of the
Issuer are hereby authorized, empowered and directed to do all such
acts and things and to execute all such documents as may be
necessary to carry out and comply with the provisions of said
documents as executed and to further the purposes and intent of
this Resolution, including the preamble hereto.
Section 7. That all acts and doings of the officials of the
Issuer which are in conformity with the purposes and intent of this
Resolution and in furtherance of the issuance and sale of the Bonds
in the aggregate principal amount of $3,465,000 and the financing
of the Project be, and the same hereby are, in all respects,
approved and confirmed.
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Section 8. That a public hearing pursuant to Section 147(f) of
the Code relating to the issuance of the Bonds was held on
December 8, 1993 and the issuance of the Bonds is hereby approved.
Section 9. The Bonds shall be a limited obligation of the
Issuer payable solely out of the revenues and receipts to be
derived from the Loan Agreement and the Note. No holder of any
Bond shall ever have the right to compel any exercise of the taxing
power of the Issuer to pay the Bonds or the interest or premium, if
any, thereon and the Bonds shall not constitute an indebtedness of
the Issuer or a loan of credit thereof within the meaning of any
constitutional or statutory provision. It shall be plainly stated
on the face of each Bond that it has been issued under the
provisions of the Act and that it does not constitute an
indebtedness of the Issuer or a loan of credit thereof within the
meaning of any constitutional or statutory provisions.
Nothing in this Resolution, the Loan Agreement or the
Indenture shall be construed as an obligation or commitment by the
Issuer to expend any of its funds other than (i) the proceeds of
the sale of the Bonds, (ii) the revenues and receipts to be derived
from the Loan Agreement and the Note, or (iii) any moneys arising
out 'of the investment or reinvestment of said proceeds, rents,
revenues or moneys.
Section 10. That the Issuer hereby elects to have the
provisions of Section 144(a)(4)(A) of the Internal Revenue Code of
1986, as amended, apply to the hereinabove described bond issue and
hereby affirmatively notes said election in this Resolution.
Section 11. The obligation of the Issuer to issue and deliver
the Bonds is subject to the availability for such purpose of a
necessary and sufficient cap allocation under Section 146 of the
Internal Revenue Code of 1986, as amended.
Section 12. The Bonds shall be issued in compliance with and
under the authority of the provisions of the Act, this Resolution
and the Indenture.
Section 13. That the provisions of this Resolution are hereby
declared to be separable, and if any section, phrase or provision
shall, for any reason, be declared to be invalid, such declaration
shall not affect the validity of the remainder of the sections,
phrases or provisions.
Section 14. That all ordinances, resolutions, orders or parts
thereof in conflict with the provisions of this Resolution are, to
the extent of such conflict, hereby superseded.
Section 15. This Resolution shall be in full force and effect
from and after its passage and approval, in accordance with law.
AYES: Bolger, Locke, Bates, Baird, Cuda.
NAYS: Phone.
ABSENT: Lawson
PASSED this 26th day of January, 1994.
APPROVED this 26th day of January, 1994.
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ATTEST:
City Clerk
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