HomeMy WebLinkAbout34728 / 88-423 February 4, 1988 #qp3 RESOLUTION
(CARRIED LOST LAID OVER WITHDRAWN )
PURPOSE: AMEND AGREEMENTS FOR INDUSTRIAL DEVELOPMENT
REVENUE BON�S FOR LISKAR INVESTMENTS LTD. PARTNERSHIP
INITIATED BY:
WHEREAS, the City of Oshkosh has previously approved issuance of
Industrial Development Revenue Bonds for Liskar Investments Ltd. Partnership
and,
WHEREAS, parties to the various agreements underlying the bonds have
agreed that the interest rate should be modified to a fixed rate of 8Y=% per
annum,
WHEREAS, such modifications require that the City of Oshkosh approve
certain amendments to facilitate these changes.
NOW, THEREFORE, BE IT RESOLVE� by the Common Cauncil of the City af
Oshkosh that the following documents are approved and the proper City offi-
cials are authorized to execute the same:
L Amendment to First Supplemental Loan Agreement,
First Supplemental Indenture of Trust and Bond
Purchase Agreement.
2. Amendment to Industrial Development Revenue Bonds
Series B (Liskar Investments Project)
3. Amended Promissory Note.
SUBy1ITTED BY
�_
APPROVED --'!
c.Lrsn�
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� REVISEU Res. #423
� AMENDMENT TO FIRST SUPPLEMENTAL LOAN AGREEMENT ,
PIRST SUPPLEMENTAL INDENTURE OF TRUST
AND BOND PURCHASE AGREEMENT
I. PARTIES
The Parties to this Agreement are :
1 . 01 The Ci[y of Oshkoeh , WSeconsin , a municipal corpora[ion
organized end exle[Sng under and pureuant to the lawe of
[he 5[ate of Wisconeln ( [he "Municipall[y") .
1. 02 First Wieconsin Natlonal Bank of Oehkosh , a nacional
bank , having offices at lll N. Main Street , Oshkosh ,
Wisconsin, 54901 ("Pirst Wisronxln") .
1 . 03 Liskar Investmenta Limi[ed Par[nershlp , a Wlsconsin
limiced partnership , formerly known as Liakar
Investmen[a , having as ita addresa 3550 Moser Street ,
Oshkoeh, Wieconsin 54901 ("Borrower")
1. 04 Hanner Packaging , Inc . , having as lts address , P. O. Box
37, Wlnnebago , WSSCOnsin 54985 ("Banner Packaging") .
II. RECITALS
2. 01 Thie Amendment is entered ineo on February 5, 1988 ,
effective ae of duly 1 , 1987.
2. 02 Borrower Ss obligated on the City of Oshkoah Industrial
Development Revenue Bond , Series B ("LSskar Investmen[
� Projec[" ) in [he original principal sum of $425, 000. 00,
whlch bond Se dated November 1 , 1981 , vhich ia held ln
[ruat by Firs[ Wisconsin and which have aggregate unpaid
principal balance ae of the date Chis amendment was
entered into of $350, 000. 00 ( [he "Series B Bonds" ) .
Among the documen[s evidenc:r.g [he Series B Bonds are :
a) Bond Purchase Agreement , dated as of November 1 ,
1981 , by and among the Municipality , the Borrower ,
Banner Packaging , Flrst Wisconsin and Ronald E.
Sowle and Prank J. Kearney ( the "BOnd Purchase
AgreemenC") related Co the Series B Bonds .
b) Firs[ Supplemental Loan Agreement , dated as oE
November 1 , 1981 , be[ween [he Municipali [y , as
. Lender , end [he Borrower , as borrowez ( the "Firs[
Supplemental Loan Agreemen[" ) . The Flrst Supple-
men[al Loan Agreement aupplemented and in part
amended the origlnal Loan Agreemen[ , da[ed as of
. November 1 , 1978 , by and be [ween sald par[Ses .
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REVISE� Res. #423
' c ) FSrst Supplemental Indencure of Trus[ , daced as of
November 1 , 1981 , from the Municipaliey, as
gran[or , eo Firat Wieconsin , as Trueeee . ( [he
"Fire[ Supplemental Inden[ure of Truet" ) . The
� Firet Supplemental Indenture of Truet supplemented
and amended [he Indenture of Truet , dated ae of
November 1 , 1978 , by and between eaid parciee .
The terme and condi[Sons of the Bond Purchase Agreemenc ,
� Firat Sapplemen[al Loan Agreemen[ , and Fira[ Supplemen[-
al Inden[ure of Trust axe hereby SncorporaCed by
reference .
2 . 03 Payment of the obliga[Son of the Borrower on [he Series
B Bonds Ss guaran[eed by Ronald E. Sowle and Frank J.
Kearney , III pursuant to ehe terme and condicions of a
Firs[ Supplemental Guarantee Agreement , da[ed as of
November 1 , 1981.
2. 04 Paymen[ of [he obliga[ion of the Borrower on the Series
B Bonds Se Eurther guaran[eed by 9anner Packaging
pucsuant to [he Cerms and conditlons of a Corporaee
Guarantee Agreement dated November 1 , 1984 , as amended.
2. 05 All property of Liskar Ss subjec[ to the firs[ 11en of
[he Indenture and [hia amendmen[ le mede [o facilitate
the contlnued uae of the Indenture as a securiey
document creating pari [y for all Bonds .
2. 06 Liskar has conatruc[ed the facillties contemplated by
Che Flre[ Supplemental Loan Agreemen[ . Tha[ auch
facilities have resulted in a substantial increase Sn
, employment and [he Municipality' s par[ icipacion Sn [his
modifica[ion of documents cela[ed to [he Series B Bonds
facilitates and encourages a con[inuatlon of such
relationahip of [he municipallty and Liskar and [he
mu[ual benefits derived [herefrom.
2. 07 The Borrower has reques [ed and the parCies have agreed ,
upon the [erms and condi[SOns of [his amendmen[ , to
modify [he rate of ineeres[ [o be pald by [he Borrower
on Che Series B Bonds .
III. AGREEMENT
NOW , THEREFORE , in considera[ion of one dollac ( 51 . 00) and other
good and veluable consideratlon , the receipt of which is hereby
, acknowledged ,
IT IS ACREED AS FOLGOWS :
. 3 . 01 Reci[als . The Recitals are a par[ of [his Agreemen[ .
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REVISED Res. k423
3. 02 Modifica[fon [o Rate ot Interesc on the Series B Bonde .
It is hereby agreed [ha[ [he ou[etanding pH ncSpal
balance of [he Seriea B Bonda ehall bear in[eres[ Eor
the period Pebruary 5 , 1988 [hrough January 29 , I989 ,
� inclasive , at a fixed rate of 7. SX per annum. After
January 29 , 1989 , the Bonda ehall bear in[erest a[ a
fized rate ot S. SX per annum. The madification [o [he
ra[e of interes[ on [he Seriee B Bonde shall be
efEective as of luly 1 , 1987. Interes[ ehall be
computed for [he ectual number of days principal Ss
unpaid on the basis of a 360 day year . It is acknowl—
edged and agreed [ha[ ae oF July 1 , 1987 , incereac on
[he Serlee B Bonds ehall be includable for federal
income tax purposea in [he grosa income of the
recipienta of the intereet paid on ehe Series B Bonde
and a legend ahall be placed upon such B Bonds ao
indica[ing such change in [ax trea[ment .
3. 03 Amendmen[s to the Series B Bonda and Series B No[e.
Concurrent wi[h [he effective da[e of thie Amendment ,
[he Ci[y of Oshkosh shall execute an amendmen[ Co [he
Seriea H Bonds and Borrower shall execute and deliver
its Amended Series B Note reflecting [he same modiflca—
[iona as vere made [o [he Series B Bonds . Concurrent
wi[h [he delSVery of the Amended Series B Note by
Borrower , First Wieconsin shall surrender Borrower ' e
original Promissory Note Isaued under the First
Supplemen[al Loan Agreement evidencing Borrower' e
� obligation on the Series H Bonde . The [erms and
conditions of the Bond Purchase Agreement , First
Supplemental Loan Agreemen[ and First Supplemental
Indenture of Trust are hereby modified accordingly.
3. 04 No Event of Default or Redemption. The parties ack—
nowledge and agree tha[ [he modiFication of the ra[e of
interes[ on the Series B Bonds as provided for in Sec—
[ion 3. 02 of [his Amendmen[ and [he resultan[ tax Conee-
quences shall ❑ot conati[u[e a ^Tax Viola[Son" or an
"even[ oF deEault" as such terms may be defined under
[he original Loan Agteemen[ , [he Bond P�rchase Agree-
men[ , The Firs[ Supplemental Loan Agreemen[ and Che
Fira[ Supplemental Indenture of Trus [ , provisions
therein [o [he contrary no[withstanding. Likewise , not-
wi[hetanding any[hing to the con[rary con[ained in [he
Bond Purchase Agreement , Che Firs[ Supplemental Loan
Agreement and the Firs[ Supplemen[al Inden[ure of Trus[ , ,
the modificacion oF such ra[e of Snterest and [he
resultant taz consequencea therefrom shall not give rlae
[o an obllga[ion on the par[ of the Borrower [o prepay
all or any part of the ous [anding balance owed on [he
, Series B Bonds , or cause the maturicy da[e thereof [o be
accelera[ed .
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REVISED Res. #423
3. 05 Amendment to Corpora[e Cuaranty. In coneideracion of
[he modSfica[ion [o [he Seriee B Bonde , Banner Packaging
hae agreed Co amend i[s unconditional guaran[y of [he
paymen[ of the outstanding balance on the Series B Bonds
� to Include the amendment made [o the Serles B Bonds ,
purauan[ to and in accordance w1 [h the Corpore[e
Gueranty Agreemen[ , ae amended to even date herewith.
3. 06 Affirma[ion of Seriea 8 Bonds Documenes . Except ae
otherwise provided for herein , the partiee reeta[e and
afFlrm the terme and condltions of Che Bond Purchase
Agreemen[ , the Firet Supplemental Loan Agreement and [he
Fire[ Supplemen[al Indenture oE Truec , and any and all
a[her documen[s reflectSng the Serles B Bonde or
colla[eral securing payment thereof .
3. 07 Bondholder Action and Indemnification . 2he halders of
[he Series B Bonda agtee ta treat the [axabllity of [he
series B Bonds as provided in Section 3. 02 ahove , and
agree to indemnify and hold harmleas [he other parties
hereto fram any consequence of such holders seeking a
Cax trea[menC for the Series B Bonds in a manner
con[zery [o Sec[ion 3. 02.
3. 08 Miscellaneous .
a) Amendments . This Amendmen[ shall no[ be effectively
amended , modified or altered unCil such modifica-
tion , altera[Son or amendment Ss reduced to wrlting
and execuced by all par[ies hezeto.
b) Successors . Excep[ as 11mi[ed or condi[ioned by [he
exprese provlsione hereof , this Amendmen[ shall
inure to the benefi[ of , and shall be binding upon ,
[he succeaeors and assigns of [he par[Ses hereto.
c) GoverninR Law. The Cerms and condi[ions of Chis
Amendment shall be in[erpre[ed pursuant [o and in
accordance w1[h [he lawe of [he State of Nisconsin .
LN WITNESS WHEAEOF , [he parties have signed , execu[ed and
delivered Ch1s Amendment as of [he date first appearing above .
CITY OF OSHKOSH, NISCONSIN
By :
William 0. Frueh, City Manager
A[[est : SEAL OF MUNICIPALITY
Donna Serwas , Ci[y Clerk
_q'
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REVISED Res. #423
� LISKAR INVESTMENTS LIMITED PARTNERSHIP
i gY ;
Ronald E. Sowle , General Partnec
By :
Frank J. Rearney , III
General Per[ner
BANNER PACKAGING, INC.
By:
Ronald E. Sowle , Preeident
A[[ee[ :
Frank J. Kearney , III,
Secretary
FIRST WISCONSIN NATIONAL BANK OF OSIiKOSH
By :
Thomae E. Allen � VSce Preeiden[
R:M2 : 17
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� REVISE� Res. #423
AMENDMENT TO INDUSTRIAL DEVELOPMENT ftEVENUE
SONDS SERIES B ( LISKAR INVESTMENTS PROJECT)
� I. PARTIES
The partiee to thie Agreemen[ are :
1 . 01 Clty of Oshkoeh , Winnebago County , Wieconein , a
poli[ical eubdivieion and body poll[ic , duly organized
and exls[ing under and by virtue of Che lawe of [he
S[ate of Wieconein ( the "Munlcipall[y") .
1 . 02 FSret Wisconein National Bank of Oshkoeh , a national
bank, heving officee at 111 N. Main S[reet , Oehkosh ,
WSsconeln ("Pire[ Wisconein") .
lI. RECITALS
2 . 01 The date of this Agreemen[ ie February 5 , 1988 , as of
July 1 , 1987. -
2. 02 First Wiaconein is the trus[ee and sole holder of che
Ci[y of Oahkoah� Wieconain Indue[rial Develapment
Revenue Bonde , Seriee H (Liskar Inveetmen[a Projece )
Saeued by [he municipality , da[ed Novem6er l , 1981 , Sn
[he aggregate orSginal princlpal eum of 5425 , 000. 00 ( the
"Series B Bonds") . A copy of the Serles B Bonds Sseued
by [he municipality is a[[ached hereto as Exhibits .
2. 03 First Wiaconsin holds the Series B Bonda pureuan[ [o and
in accordance With the Firs[ Supplemental Indenture of
Truec , dated as of November 1 , 1981 , from [he
Munlcipality as Settlor , and First Wisconsin , as
Trustee. The Firs[ Supplemental Indenture of Truse
amended and supplemented [he Indenture of Truet , da[ed
as of December 1 , 1978, by and between said parties ( the
"Indenture" ) .
2. 04 The Cerme and condi[Sons of [he Inden[ure are emended by
Amendmen[ Co First Supplemental Loan Agreement , FLrs[
Supplemen[al Inden[ure of Trust and Bond Purchase
Agreement , of even da[e herewi[h , by and be[ween the
Municipali[y , First Wisconsln , Liskar Investmen[s
Limi[ed Par[nership , formerly known as Liskar
Invea[men[s ("Liekar Inves [men[s") and Banner Packaging �
Inc. ( the "Amendment Agreement" ) .
2. 05 The Amendmen[ Agreemen[ provSdes , inter a� for
certain amendmen[s to [he Cerms and condi[lans of [he
Serles E Bonds .
2. 06 The parties make [his agreement pursuan[ [o the
Amendmen[ Agreemen[ and as required in the Inden[ure.
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REVISED Res. #423
III. AGREEMENT
� NOW , TNEREFORE, in consideratlon of one dollar ( $ 1. 00) and other
good end valuable coneideration , the recelpt of whlch Se hereby
acknowledged , [he par[iee agree as follows :
3. 01 Recitals. The recitale are e part of ehis Agreement .
3. 02 Amendmen[s [o the Series e Bonds . Upon che terme and
conditione of this Agreement , the Seriee B Bande ahall
be deemed [o be amended as followe :
a) Interes[ . Inceres[ on the outstanding balance of
[he Series B Bonde shall bear Snteres[ for [he period
February 5 , 1988 through January 29 , 1989 , inclueive , at
a flxed rate of 7. 5Z per annum. AfCer January 29, 1989 ,
the SeHes H Honds ehall bear interesc at a fSxed rate
of 8. 57. per annum. The modificatlon to ra[e of interest
on Che Series B Bonds shall be effec[ive ae of July I ,
1987. The parties acknowledge and agree that as of said
date , ineerest on the Series B Bonds shall be includable
for federal income tax p�rposea in [he gross Sncome of
the recipients of the Snterest paid thereon.
b) Eventa of Default and Redemption. The amendmen[ to
the ra[e of interest on [he Seriee B Bonds as provided
for hereSn and the resultan[ tax consequences ehall not
conetlCUte a "Tax Violatlon" or an "evene of default" as
deflned in the SerSes B Bonds. Further , such amendment
and reeultant tax consequencea shall not give rlse to an
, obligation on the parC of the municlpality [o prepay all
or any pare oF [he ou[sEanding balance owed on the
Seriee B Bonde or cause the ma[urity date thereof Co be
acceleraeed in any way.
3. 03 Res [a[emen[ and Af£irmaCion of Terms and Condi[ione of
[he Series B Bonds . Except as amended hereln , [he
parties res[a[e and affirm [he [erms and condi[ions of
[he Series B Bonds .
3. 04 Le end . Firsc Wieconsin , Sn its capacity as holder and
Trustee , and each other holder , shall plate upon the
face of each SeHes B Bond a legend as follows :
The terms of [h1e Bond and agreements referred [o hereln
have been amended , effective July 1 , 1987. Among o[her
Chings , the amendmen[s would revise [he in[eres[ ra[e
se[ for[h in this Bond and provide [hat in[eres[ on the
Bond shall be included for federal Sncome tax purposes
. in [he gross income of the recipien[ .
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REVISED Res. #423
IN WITNESS WNEREOF , [he parties have signed , executed
and delivered [hls agreement as of [he da[e fira[
appearing above.
CITY OF OSNKOSN, WISCONSIN
By :
Willlam D. Frueh� City Manager
A[Cest :
Donna Serwae , City Clerk
FIRST NISCONSIN NATIONAL BANK OF OSHKOSN
By :
Thomas E. Allen , Vice Presiden[
k : m2 : 18
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REV[SED Res. #423
AMENDED SERIES B NOTE
$350 , 000. 00 Da[ed : February 5 , 1988
FOR VALUE RECEIVED , [he undersSgned LISKAR INVESTMENTS
LIMITED PARTNERSHIP , formerly known ee LISRAR INVESTMENTS, a
' Wieconein 11mi[ed par[nerehip (herelnefter called the "Borrow-
er" , whlch [erm ehall be cons[rued Co Lnclude [he aesigne , helrs
end [he peraonel representatives of Che Borrower) , promises Co
WISCONSIN a Wleconaln
pay Co [he order of Che CITY OF 0
SHKOSH ,
municipal corpora[Son (hereinafter called the "Municlpality") ,
the principal sum of TNREE NUNDRED FIFTY THOUSAND DOLLARS
( 5350 , 000. 00) . Intereet shall accrue on [he unpald principal
balance of [hie Amended Serles B No[e foc [he period of time from
February 5 , 1988 to danuary 29 , 1989 , inclaeive , at a Eixed ra[e
of 7. SX per annum. After danuazy 29 , I989 , intecest ehall accrue
on the unpaid balance of this Amended Series B No[e at a fized
ra[e of B. SX per annum. Borrower shall pay che princlpal balance
of thie Amended Seriee B Note plue acccued in[ereae [hereon in
monChly ineCallmen[s of $5 � 855. 81 each , commencing on Narch 1 ,
1988 and continuing on the eame day of each month [hereaf[er
until [he enH re princSpal balance of [hie Amended Series B Note ,
plus accrued interest thereon , ehall be d�e and paya6le in full
on August 1 , 1994. Each payment shall be firs[ applied to
interest ehen due and then to princlpal.
.
The principal of , premlum, Sf any , and in[erest on [hia
Amended Series B Note are payable in federal or other immediately
available funda a[ Che principal offSce of Firs[ Wisconsin
National Bank of Oshkosh , Oshkosh , Wisconsin (herelnaf[er called
"Trustee" ) , or ita successor or successocs , as trustee under a
certaSn Fire[ Supplemen[al Inden[ure of Trust , as amended , from
Che Municipality , es gran[or , [o Trueeee .
Principal installmen[s , premium , if any, and interes[
.�npald a[ [he ma[urity , upon date fixed for prepayment or by
acceleration of maturity shall bear interest ( [o [he ex[ent
legally enforceable) un[11 paid , at [he ra[e per annam above
epecifled .
This Amended Amended Series B No[e Ls Sssued in
subs[i[ution for [he Promissory No[e of the Borrowec , dated
November 1 , 1981 , Sn the original prSncipal sum of $425 , 000. 00
( [he "Series B Note") , which has been cancelled , and is made
pursuant to [he AmendmenT to First Supplemen[al Loan Agreemen[ �
Firs[ Supplemen[al Indenture of Trust and Bond Porchase
Agreement , daeed of even daee herewith , by and between Borrower ,
the Municipall[y , the Trus[ee and Banner Packaging , Inc . ( the
"Amendment Agreement" ) .
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REVISED Res. #423
Reference is hereby made to sald Amendmen[ Agreement and
. the documente which eaid Agreement amende foc a a[a[ement of che
terms and conditions on which [he Loan evidenced hereby wae made ,
for a descrip[ion of [he circumstances under which [here ehall be
credite allowed againet [he inetallment of principal and Sn[eres[
on thle Amended Seriee B No[e , and for a deecripeion af the terme
and conditione upon which thie Amended Serlee B Noee may be
prepaid , in whole or in part , or 1[a maturi[y acceleraeed .
� LISKAA LNVESTMENTS GIMITED PARTNERSHIP
By :
Ronald E. Sowle , General Par[ner
By :
Frank J. Kearney III � General Par[ner
FOR VALOE RECEIVED� the undersigned CS[y of Oshkosh ,
Wiscanein � hereby aeslgns all ite right , title and interest in
and to the above Amended Series B Note to First Wisconsin
National Bank of Oahkosh , Oshkosh , WSsconsin , as Trustee , or to
its euccessor or successors as Trus[ee , under that certain Inden-
ture of Truat , dated as of December 1 , 1978 , as amended and sup-
plemen[ed by a Fire[ Supplemen[al Indenture of Trus[ , dated as of
November 1 , 1981 , and ae subsequently amended by agreemen[ of
even date herewith , by and between [he undersigned and eaid
Trustee , securing ehe City of Oshkoeh , Niaconain Indus[rial
Developmene Revenue Honda (Liskar Inves[ments Projec[) of all
series iesued and outstanding under eaid Indenture , and relin-
quishes all of its right , title and in[erest in the Promissory
� Note for which Che toregoing Amesded Series 8 No[e is issued in
subs[i[ution.
Dated ae of , 1988.
CITY OF OSHKOSH, WISCONSIN
MUNICIPAL SEAL gy ;
William D. Frueh , CL[y Manager
Attes[ :
Donna Serwas � Clty Clerk
k : m2 : 2L
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