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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 TALI- 1' ' 4 11 36 FRI-M f:=AFILISOPJ AHD HI_li_, TO 13153E_132119 F. 03 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 -2- _rHh!-25-1 +4 11 3? FROM CHRLSCgJ HfJD HUG TO 1_1C�'672119 R.04 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: -3- TNFJ-25-1' +'34 11: 37 FROM CARLSOH AHD HUG TO 181133632119 P . U51 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 -4- 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 -5- JAfJ-25-1' 94 11 FF,'Of°I=:ARLSCtfJ AFlD Hl lip TO 1�_.1c16^2119 P.07 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 THhl-25-i' '?4 11: 39 FROM C.HF'L'=OtJ AHD HUG TO 18153632119 P.CEO 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. -7- _rAFJ- 1':+,744 11: 40 FROM CARLSON At ID HUG Ti i 18153632119 P. 09 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. ee"0z -fra Kr ATTEST: City Clerk am Rs- � lks -94-4— �r