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HomeMy WebLinkAboutResolutions - R-84-12 - 04/16/1984 - Chroma Corp bonds RESOLUTION NO. R-84-12 A RESOLUTION AUTHORIZING THE FINANCING OF ECONOMIC DEVELOPMENT FACILITIES; AUTHORIZING THE ISSUANCE OF A $2,600,000 ECONOMIC DEVELOPMENT REVENUE BOND (CHROMA CORPORATION PROJECT) SERIES 1984 IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT AMONG THE CITY OF MCHENRY, ILLINOIS, CHROMA CORPORATION AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS PURCHASER AND AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO, AS DEPOSITARY, PROVIDING FOR THE MAKING OF A LOAN TO CHROMA CORPORATION FROM THE PROCEEDS OF SAID BOND, THE SECURITY FOR SAID BOND, THE SALE OF SAID BOND TO AMERICAN NATIONAL BANK AND TRUST COMPANY OF CHICAGO AND RELATED MATTERS. WHEREAS, pursuant to the Industrial Project Revenue Bond Act, Illinois Revised Statutes 1981 , Chapter 24, Section 11-74-1 et seq. , as supplemented and amended ( the "Act" ) , the City of McHenry, Illinois (the "Issuer" ) , is authorized to issue its revenue bonds for the purpose of financing, in whole or in part, the costs of any "project" , as defined in the Act for the purpose of maintaining and increasing employment, encouraging the increase of industry and commerce, increasing the tax base and providing other benefits in the City of McHenry, Illinois; and WHEREAS, as a result of negotiations between the Issuer and Chroma Corporation (the "Company" ) , a Delaware corporation, the Company has entered into or will enter into contracts for rebuilding and replacing its facility and equipment which were substantially damaged by fire on January 12, 1984 by ( i ) equipping a new and expanded one and one-half story steel building containing approximately 43,700 square feet in replacement • • therefor ; ( ii ) restoring and repairing ( to the extent practicable) the Company' s existing equipment, furnishings and fixtures which were not substantially destroyed by the fire; and ( iii) acquiring and installing new and/or used furnishings and fixtures and manufacturing, laboratory, storage and material handling equipment to replace and expand the production capacity of the Company' s facility (the "Project" ) in the City of McHenry, Illinois. As the Project constitutes a project within the meaning of the Act and will be of the character and accomplish the purposes provided by the Act, the Issuer is willing to issue its revenue bond to help finance a portion of the cost of the Project and to enter into an agreement with the Company and American National Bank and Trust Company of Chicago, as the institutional lender ( the "Institutional Lender" ) and as depositary ( the "Depositary" ) , 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 bond, all as set forth in the details and provisions of the Agreement hereinafter identified; and WHEREAS, pursuant to notice published on February 17, 1984, in the McHenry Plaindealer , a newspaper of general circulation in the City of McHenry, Illinois, this City Council has conducted a public hearing to consider a plan of financing consisting of the proposed issuance by the Issuer of an economic development revenue bond in a principal amount not to exceed $2,600 ,000 on behalf of the Company, to pay a portion of the costs of the Project, which is to be located at 3900 Dayton Street in -2- the City of McHenry, Illinois, to pay certain costs incidental thereto and to the issuance of the Bonds, all in accordance with the provisions of Section 103(k) of the Internal Revenue Code of 1954, as amended ( the "Code" ) ; and WHEREAS, it is necessary and proper for the interests and convenience of the Issuer and its inhabitants to authorize the financing of the Project, and the same is a matter pertaining to the government and affairs of the Issuer; and WHEREAS, it is necessary to authorize the execution of an Agreement to be dated as of March 1 , 1984 ( the "Agreement" ) among the Issuer , the Company, the Depositary and the Institutional Lender , under the terms of which the Issuer agrees to sell its revenue bond to the Institutional Lender, to loan the proceeds to the Company and the Company agrees to pay to the Issuer or its assignee amounts sufficient to pay at maturity the principal and interest on the revenue bond hereinafter authorized and will evidence such obligations by executing its Direct Obligation Note in the principal amount of $2,600,000 ( the "Note" ) ; and WHEREAS, it is necessary for the Issuer to execute and deliver an Assignment and Security Agreement to be dated as of March 1, 1984 (the "Assignment" ) to the Institutional Lender; and WHEREAS, it is necessary for the Company to execute and deliver to the Institutional Lender a Security Agreement and Collateral Assignment of Lease to be dated as of March 1, 1984 ( the "Security Agreement" ) ; and -3- WHEREAS, the Company has caused to be prepared and presented to this meeting the following documents, which the Issuer proposes to enter into: 1. the form of Agreement, containing the form of the Note, 2 . the form of Assignment, and 3. the form of the Economic Development Revenue Bond (Chroma Corporation Project) Series 1984 ( the "Bond" ) ; and the form of Security Agreement which the Issuer consents to. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MCHENRY, ILLINOIS, AS FOLLOWS: Section 1 . That the form, terms and provisions of the proposed Agreement be, and they hereby are, in all respects approved and that the Mayor and the Clerk of the Issuer be, and they are hereby, authorized, empowered and directed to execute, attest and deliver the Agreement in the name and on behalf of the Issuer , and thereupon to cause the Agreement to be delivered to the Company, the Institutional Lender , and the Depositary; that the Agreement is to be in substantially the form presented to and before this meeting and hereby approved or with such changes therein as shall be approved by the Mayor of the Issuer , his execution thereof to constitute conclusive evidence of his approval of any and all changes or revisions therein from the form of Agreement before the meeting; and that from and after the execution and delivery of the Agreement, 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 -4- documents as may be necessary to carry out and comply with the provisions of the Agreement as executed. Section 2. That the form, terms and provisions of the proposed Assignment be, and they hereby are, in all respects approved, and that the Mayor and the Clerk of the Issuer be, and they are hereby, authorized, empowered and directed to execute, attest and deliver the Assignment in the name and on behalf of the Issuer , and thereupon to cause the Assignment to be delivered to the Institutional Lender and the Assignment shall constitute a lien for the security of the Bond issued under the Agreement upon the revenues and receipts derived from the Agreement, including, but not limited to, the Note; that the Assignment is to be in substantially the form presented to and before this meeting and hereby approved, or with such changes therein as shall be approved by the Mayor of the Issuer , his execution thereof to constitute conclusive evidence of his approval of any and all changes or revisions therein from the form of Assignment before this meeting; and that from and after the execution and delivery of the Assignment, 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 the Assignment as executed. Section 3. That the form, terms and provisions of the proposed Security Agreement be, and they hereby are, in all respects approved, and the Security Agreement shall constitute a -5- lien for the security of the Bond issued under the Agreement upon certain collateral identified therein; that the Security Agreement is to be in substantially the form presented to and before this meeting and hereby approved, or with such changes therein as shall be approved by the Mayor of the Issuer , the issuance of the Bond to constitute conclusive evidence of approval of any and all changes or revisions therein from the form of Security Agreement before this meeting; and that 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 the Security Agreement as executed. Section 4 . That the Mayor of the Issuer be and is hereby authorized, empowered and directed to cause the Bond to be prepared in the principal amount of $2,600,000 . The Bond will be registered, dated the date of issue, mature May 1, 1999, bear interest at the rate of nine and three-quarters percent ( 9-3/4%) , be payable in monthly installments of principal and interest as set forth therein, as executed, in such form and having the other terms and provisions specified in the Agreement (as executed and delivered) ; and that said Bond shall be executed in the name of the Issuer with the manual signatures of the Mayor and Clerk of the Issuer, and the seal of the Issuer may be affixed thereto or imprinted thereon. Section 5. That the form of the Bond submitted to this meeting, subject to appropriate insertion and revision in order to -6- comply with the provisions of the Agreement be, and the same hereby is, approved, and when the same shall be executed on behalf of the Issuer in the manner contemplated by the Agreement and this Resolution in the principal amount of $2,600,000, it shall represent the approved form of Bond of the Issuer . Section 6. That the Mayor or Clerk of the Issuer be and is hereby authorized, empowered and directed to issue and sell to the Institutional Lender the Bond in the principal amount of $2,600,000, as provided in the Agreement, at a price of 100% of the principal amount thereof. Section 7 . That from and after the execution and de- livery 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 8. In the event that Congress hereafter amends the Code so as to limit the aggregate amount of industrial development bonds, as defined in Section 103(b) of the Code, the interest on which will be exempt from federal income taxation ( "IDB' s" ) that may be issued by a state or political subdivision thereof and to require each state or political subdivision thereof to allocate the total amount of IDB' s it may issue among qualifying beneficiaries, the Issuer hereby allocates to the -7- • Company the initial $2,600,000 of the amount of such IDB' s that the Issuer may issue. Section 9 . That all acts 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 Bond in the principal amount of $2,600,000 and the financing of the Project be, and the same hereby are, in all respects, approved and confirmed. Section 10 . 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 11 . The Bond and the obligation to pay interest thereon are limited obligations of the Issuer and are payable solely out of the revenues and receipts derived by the Issuer from the Agreement and the Note and otherwise as provided 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, or a charge against its general credit or taxing powers, within the meaning of any constitutional or statutory provision of the State of Illinois, but shall be payable solely from the revenues and receipts derived by the Issuer from the Agreement and the Note. Section 12. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby repealed. -8- Section 13. That this Resolution shall be in immediate effect from and after its adoption. ADOPTED ON APRIL 16 , 1984 AYES: Nolan, Bolger, Datz, Busse, Smith, McClatchey, Serritella, Snell NAYS: None ABSENT: None ABSTAINED: None NOT VOTING: None APPROVED, THIS 16th DAY OF APRIL, 1984. ‘ ;? ayor Joseph B. Stanek Attest : ‘ 4..". 0464.44 ity Clerk Barbara E. Gilpin Recorded in the City Records on April 16 , 1984. -9-