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
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• 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
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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
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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
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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
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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
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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
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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.
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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.
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