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HomeMy WebLinkAbout33723 / 86-01Resolution No. � Dated December 31, 1985 Resolution of The Common Council of the City of Oshkosh Authorizing the Issuance of $325,000.00 City of Oshkosh, Wisconsin Industrial Development Revenue Bonds, Series 1985 Iakeside Plastics, Inc. Project WHEREAS, the City of Oshkosh, Wisconsin (the "Issuer") is a duly constituted and validly existing municipality of the State of Wisconsin; and WHEREAS, the Issuer is authorized by Section 66.521 of the Wisconsin Statutes, as amended (the "Act"), to issue its industrial development revenue bonds to finance the costs of "industrial projects," as defined in the Act, and to enter into a revenue agreement with an eligible participant or participants pursuant to which he, she, they or it agree to cause such projects to be constructed and to pay to the Issuer an amount of funds sufficient to provide for the prompt payment when due of the principal and premium, if any, of and interest on such bonds; and WHEREAS, the Issuer previously has been requested by Lakeside Plastics, Inc., a Wisconsin corporation (the "Company"), to issue industrial development revenue bonds to finance a project on behalf of the Company as an eligible participant under the Act; and WHEREAS, this body previously has found and determined that the said project, consisting of acquiring and installing a full coat traffic cone manufacturing machine, together with incidental electrical, structural, heating and ventillation installations of equipment for the facility presently operated by the Company in the City of Oshkosh (the "Project") is a qualified "project" within the meaning of the Act and that [he Company is an "eligible participant" within the meaning of the Act; and WHEREAS, on October 3, 1985, this body adopted an initial resolution pursuant to the Act wherein it was resolved that the Issuer would issue industrial development revenue bonds to finance the Project, subject, however, to the satisfaction of certain conditions, including the approval by this body of the terms of the bonds; and WHEREAS, notice of the adoption of the initial resolution was published in accordance with Section (10) of the Act and no sufficient petition has been filed with the Issuer requesting a referendum on the question of the issuance of said industrial development revenue bonds; and WHEREAS, the Company now has requested the Issuer to provide for the issuance of industrial development revenue bonds in the amount and upon the terms and conditions set forth in this Resolution (the "Bond"); and WHEREAS, in connection with issuance of the Bond the Issuer will be required to execute and deliver certain documentation (to be in such form as Bond Counsel for this bond issue and Counsel to the Issuer shall approve) as follows: -1- , 1. A Bond Purchase Agreement, to be dated as of the date of adoption of this Bond Resolution (the "Bond Purchase Agreement"), and to be entered into by and among the Issuer, the Company and the First Wisconsin National Bank of Oshkosh (the "Bank"), setting forth the terms and conditions upon which the Issuer will sell and the Bank will purchase the Bond; and 2. A Loan Agreement, to be dated as of December 31, 1985, (the"Loan Agreement"), to be entered into by and between the Issuer and the Company and providing for a loan of the Bond proceeds to the Company on repayment terms scheduled to provide the Issuer with revenues sufficient to retire the Bond in accordance with its terms; and 3. A Promissory Note (the "Note") and Security Agreement (the "Mortgage"), to be dated as of December 31, 1985, to be issued, executed and delivered by the Company to the order of the Issuer in the principal amount of the Sond as evidence of the borrowings provided for in the Loan Agreement; and 4. M Assignment and Agreement (the "Assignment") dated as of December 31, 1985, to be entered into by and between the Issuer and the Bank and to provide an assignment of the Loan Agreement, the Note, the Mortgage and other rights of the Issuer to the Bank as security for the repayment of the Bond; and WHEREAS, in accordance with the Act, this Resolution and the aforesaid documentation shall never constitute an indebtedness of the Issuer within the meaning of any State constitutional provision or statutory limitation, and shall not constitute or give rise to a pecuniary liability of the Issuer or its officers, or a charge against its general credit or taxing powers; and WHEREAS, it is in the public interest of the Issuer to encourage and promote the development of projects such as the Project in order to realize public benefits such as, but not limited to, the provision and retention of gainful employment opportunities for the citizens of the Issuer, the stimulation of the flow of investment capital into the Issuer with resultant beneficial effects on the economy in the Issuer, and the preservation and enhancement of the tax base of the Issuer; and WHEREAS, the development of the Project and the issuance of the Bond to finance it, in the judgment of this body, will serve the intended public purposes and in all respects will conform to the provisions and requirements of the Act; and WHEREAS, pursuant to the provisions of Section 103 (k) of the Internal Revenue Code of 1954, as amended (the "Code"), a public hearing on the proposed plan of financing of the Project was held by this body prior to adoption of this Resolution, pursuant to notice, published by the Clerk of the Issuer in the Oshkosh Northwestern, a newspaper of general circulation in the Issuer on December 16, 1985; -2- NOW, THEREFORE, BE IT RESOLVEll by the Common Council of the City of Oshkosh, Winnebago County, Wisconsin, AS FOLLOWS: SECTION 1. Findings and Determinations. It has been found and determined and hereby is declared that: (a) the Project is a qualified "project" for the purposes of the Act; (b) the Company is a qualified "eligible participant for the purposes of the Act; (c) the Loan Agreement will meet the requirements of a"revenue agreement" for the purposes of the Act; (d) the estimated cost of providing the Project in all respects, including costs incidental to financing, is not less than the principal amount of the Bond; (e) the payments required to be made by the Issuer under the Loan Agreement will be sufficient in amount to pay when due the principal of, premium, if any, and interest on the Bond; (f) the amounts necessary in each year to pay the principal install- ments of and interest on the Bond are set forth in Fachibit A, attached and incorporated by this reference into this Resolution; and (g) under the circumstances of the transactions contemplated by this Resolution the Common Council has not deemed it advisable to establish any reserve funds, including a depreciation fund, in connection with the retirement of the Bond or the maintenance of the Project. SECTION 2. Authorization to Borrow and Lend. The Issuer shall borrow, but only as provided by this Resolution, the principal amount of the Bond for the purposes of: financing the costs of providing the Project; funding the required reserves and paying the costs of issuing and selling the Bond; and paying such other costs as are permitted to be paid with bond proceeds under the Act. This borrowing shall be accomplished through the sale of the Bond issued pursuant to the Act. The Issuer shall lend the principal sum of the Bond to the Company pursuant to the terms of the Loan Agreement. The borrowing shall be evidenced by the Promissory Note of the Company in the principal amount of $325,000.00. SECTION 3. Authorization and Payment of Bond. For the purpose of financing all, or a portion, of the cost of the Project there hereby is authorized to be issued by the Issuer its Bond, to be designated "Industrial Development Bond, Series 1985 (Lakeside Plastics, Inc. Project)." The Bond shall be in the principal amount of $325,000.00, dated the date of its delivery, lettered R and numbered 1., issued in fully registered form, registered in the name of First Wisconsin National Bank of Oshkosh, or its registered assigns, maturing as to principal in 84 monthly principal installments of $3,870.00 each, except the final installment shall be the unpaid principal balance, payable on January 1, 1993, except as the provisions hereinafter set forth with respect to redemption prior to maturity may become applicable thereto, and bearing interest -3- on the unpaid principal amount of the Bond from the date of the Bond at the Applicable Rate (as defined in the form of Bond hereinafter set forth) in effect from time to time, payable on February 1, 1986, and on the first day of each month thereafter until the said principal amount is paid. Interest on the Bond shall be computed on the basis of a calendar year consisting of 360 days, and charged on the basis of the actual number of days elapsed. The Bond shall bear interest (payable solely and only from the source therein identified) on any overdue installment of principal of, premium, if any, and interest on the Bond (to the extent legally enforceable) at a rate equal to said Applicable Rate in effect from time to time plus Two Percent (2Y) per annum other than the portion of any installment of interest which exceeds the amount of interest estimated to be due in accordance with the next following paragraph. The Bank shall provide the Issuer and the Company with written notice at least five (5) Business Days (as defined in the form of Bond) in advance of each date on which interest shall be payable on the Bond of said Applicable Rate in effect from time to time during the applicable interest payment period, the Prime Rate (as defined in the form of Bond) in effect from time to time during the applicable interest payment period to the extent that said Applicable Rate is calculated on the basis of the Prime Rate, and the amount of interest estimated to be so due and payable on the Bond on such interesi payment date. Notwith- standing any other provision of the Bond or this Resolution to the contrary, payment of such amount of interest as so estimated shall satisfy the obligation of payment of interest due on such interest payment date and shall not constitute an event of default hereunder if such amount of interest as so estimated is less than the actual amount of interest due on such interest payment date. Any deficiency between the amount of interest so estimated and paid and the amount of interest actually due on such interest payment date shall be paid on the next succeeding interest payment date, and any overpayment shall be credited against the amount of interest due and payable on the next succeeding interest payment date. The principal installments of, premium, if any, and interest on the Bond shall be payable to the Bank in lawful money of the United States of America in Federal or other immediately available funds at the principal office of the Bank in the City of Oshkosh, Wisconsin. The Bank or any other owner of the Bond shall note on the Payment Record attached as Schedule A to the Bond the date and amount of payment of any principal installment paid (whether at maturity or upon acceleration or call for prior redemption) and interest paid, and, upon request of the Company or the Issuer, the Bond shall be available for inspection by the Company or the Issuer during regular banking hours at the principal office of the Bank. The Bond, together with interest thereon, shall be a special, limited obligation of the Issuer secured by the Agreement, the Note made payable to the Issuer and endorsed to the Bank and payments thereon being made directly to the Bank on behalf of the Issuer, the Mortgage and an assignment and pledge of the right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and 3ndemnification payments), and the Mortgage pursuant to the Assignment, and shall be payable solely from the revenues and income derived from the Agreement and the Note (except to the extent paid out of moneys attributable to the Bond proceeds and the income from the temporary investment [hereof), and shall be a valid claim of the owner thereof only against the -4- revenues a�d income derived from the Agreement and the Note (except as otherwise provided aforesaid), which revenues and income shall be used for no other purpose than to pay the principal installments of, premium, if any, and interest on the Bond, except as may be otherwise expressly authorized in this Resolution or in the Agreement. The Bond and the obligation to pay interest thereon shall not constitute an indebtedness of the Issuer, the State of Wisconsin or any political subdivision thereof, within the meaning of any state constitutional provision or statutory limitation, and shall not constitute nor give rise to a charge against the general credit or taxing powers or a pecuniary liability of the Issuer, the State of Wisconsin or any political subdivision thereof, but shall be secured as aforesaid, and are payable solely from the revenues and income derived from the Agreement and the Note (except as otherwise provided aforesaid). No owner of the Bond shall have the right to compel the taxing powers, if any, of the Issuer, the State of Wisconsin or any political subdivision thereof to pay any principal installment of, premium, if any, or interest on the Bond. The principal installments of the Bond shall be subject to redemption prior to maturity by the Issuer in the event that the Company shall exercise its option to prepay the principal installments of the Note upon a Determination of Taxability, as a whole, and not in part, on any date within sixty (60) days of a Detexmination of Taxability, at a redemption price of 100% of the outstanding principal amount thereof being redeemed and accrued interest to the date fixed for redemption, all as provided in Section 3.081 of the Agreement, together with any amounts due and owing under Sections 3.068 and 3.084 of the Agreement. The principal installments of the Bond shall also be subject to redemption prior to maturity at the option of the Issuer from any available funds, including funds derived from the ptepayment of the principal installments of the Note (or a portion thereof) at the option of the Company pursuant to Section 3.082 of the agreement or borrowed funds, as a whole, or in part in the inverse order of maturity of the principal installments of the Bond, on any date on which the Bond bears interest at a rate calculated on the basis of the Prime Rate (as defined in the form of Bond in this Resolution), at a redemption ptice of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, The principal installments of the Bond shall be further subject to redemption prior to maturity by the Issuer in the event that any moneys remain in the Construction Fund upon receipt by the Bank of a completion certificate pursuant to Section 3.05 of the Agreement (other than moneys withheld and used to pay costs of the Project, as set forth in Section 3.05 of the t�greement). In such event, the principal ins[allments of the Bond shall be subject to redemption prior to maturity on any date within ten (10) days of the recefpt by the Bank of such completion certificate, in part in the inverse order of maturity of the principal installments hereof, at a redemption price of 100% of the principal installments thereof being redeemed and accrued interest to the date fixed for redemption, together with any amounts due and owing under Section 3.084 of the Agreement. Upon receipt by the Issuer and the Bank of at least five (5) days' prior written notice from the Company specifying a date for the prior redemption of the principal installments of the Bond (or a portion thereof), the Bank shall, to the extent that amounts are or become available therefor, apply such amounts on behalf of the Issuer to the redemption of the principal installments of the Bond -5- (or a portion thereof) in accordance with the preceding paragraphs. The principal installments of the Bond (or a portion thereof) if designated for prior redemption, will cease to bear interest on the specified redemption date, provided sufficient funds for their redemption are paid to the Bank on behalf of the Issuer at the principal office of the Bank on such date. The Bond shall be prepared in typewritten form. The City Manager of the Issuer is hereby authorized, empowered and directed to execute the Bond by his manual or facsimile signature, the City Clerk of the Issuer is hereby authorized, empowered and directed to and attest the Bond by her manual signature, and the official seal of the Issuer shall be affixed thereto, and the City Manager and the City Clerk shall cause the Bond, as so executed and attested, to be delivered to the Bank. In case any official whose signature shall appear on the Bond shall cease to be such official before the delivery of the Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if she had remained in office until delivery. The Bond shall be transferable only as a whole as provided herein. Upon surrender for transfer of the Bond at the principal office of the Bank, duly endorsed for transfer or accompanied by an assignment duly executed by the registered owner or his attorney duly authorized in writing, the Issuer shall execute and deliver in the name of the transferee a substitute fully registered Bond of the same series, in the denomination of the unpaid principal amount thereof, with the same maturities and interest rate, dated the first day of month (to which interest has been paid) next preceding the date of its issuance, or if issued, on the first day of month (to which interest has been paid), as of such date. The Issuer shall cause books for the registration and for the transfer of the Bond as provided in this Resolution to be kept by the Bank which is hereby constituted and appointed the Bond Registrar of the Issuer. The Bank, as Bond Registrar, shall keep and maintain, on behalf of the Issuer, registration books indicating the name and address of the owner from time to time of the Bond. The Bond shall never be registered in the name of bearer. The Bank, as Bond Registrar, shall not be required to transfer the Bond during the period of ten (10) days next preceding any interest payment date of the Bond nor to transfer the Bond after the mailing of notice calling the Bond (or a portion thereof) for prior redemption has been given as herein provided. The person in whose name the Bond shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes, and payment of or on account of the principal installments of, premium, if any, or interest on the Bond shall be made only to or upon the written order of the registered owner thereof or his legal representative, but such registration may be changed as hereinabove provided. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. In each case the Issuer shall require the payment by the owner of the Bond requesting transfer of any tax or other government charge required to be paid with respect to such transfer. In the event the Bond is mutilated, lost, stolen or destroyed, the Issuer may execute a substitute Bond of like date, tenor and maturities as the Bond mutilated, lost, stolen or destroyed; provided, that, in the case the Bond is mutilated, the mutilated Bond shall first be surrendered to the Issuer, and in case the Bond is lost, stolen or destroyed, there shall be first furnished to the Issuer evidence of such loss, theft or destruction satisfactory to the Issuer, � together with indemnity satisfactory to the Issuer. The Issuer shall duplicate on the Payment Record of the substitute Bond replacing the mutilated, lost, stolen or destroyed Bond all payments of principal installments (whether at maturity or upon acceleration or call for prior redemption) and interest which the records of the Issuer indicate as having appeared on the mutilated, lost, stolen or destroyed Bond. In the event all of the principal installments of the Bond shall have matured, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof. The Issuer may charge the owner of the Bond with reasonable fees and expenses in this connection. SECTION 4. Bond Form. The Bond, and the Payment Record - Schedule "A", shall be in substantially the following form: No. R-1 UNITED STATES OF AMERICA STATE OF WISCONSIN COUNTY OF WINNEBAGO CITY OF OSHKOSH Industrial Development Revenue Bond, Series 1985 (Lakeside Plastics, Inc. Project) PAYABLE BY THE ISSUER SOLELY AND ONLY FROM REVENUES AND INCOME DERIVED FROM THE LOAN AGREEMENT AND THE PROMISSORY NOTE REFERRED TO HEREIN $325,000.00 KNOW ALL MEN BY THESE PRESENTS, That the City of Oshkosh, Winnebago County, Wisconsin, a municipality of the State of Wisconsin created and existing under the Constitution and the laws of the State of Wisconsin (the "Issuer"), for value received, promises to pay solely and only from the source and as hereinafter provided, to First Wisconsin National Bank of Oshkosh or its registered assigns (the "Bank"), the principal sum of $325,000.00 maturing as to principal in 84 consecutive monthly principal installments of $3,870.00 each, except the final installment shall be the unpaid principal balance, payable on January 1, 1993, except as the provisions hereinafter set forth with respect to redemption prior to maturity may become applicable thereto, together with interest on the unpaid principal amount hereof at the Applicable Rate (as hereinafter defined) in effect from time to time, payable on February 1, 1986, and on the first day of each month thereafter until the said principal amount is paid. Interest on the Bond shall be computed on the basis of a calendar year consisting of 360 days, and charged on the basis of the actual number of days elapsed. The principal installments hereof and premium, if any, and interest herein are payable in lawful money of the United States of America in Federal or other i�ediately available funds at the principal office of the Bank in the City of Oshkosh, Wisconsin. -7- "Applicable Rate" means seventy-five percent (75%) of the prime rate announced by First Wisconsin National Bank of Oshkosh and in effect from time to time, with changes to be effective as and when such prime rate changes; in addition, for the first 12 monthly payments, the Company shall pay an additional monthly sum equal to .55% of the principal sum; provided, that except as the said prime rate shall effect changes in the interest rate to be paid, the said rate shall not change unless: a) the bond becomes taxable for Federal income tax purposes, in which event the rate shall be adjusted, retroactively as of the effective date of such taxability, to a rate of two percent (2Y) per annum in excess of the prime rate announced by First Wisconsin National Bank of Oshkosh and in effect from time to time, with changes to be effective as and when such prime rate changes; or b) the maximum Federal corporate income tax rate in effect on the date of original issuance of the bond is increased or decreased by legislation, in which event the rate shall be decreased, if the said tax rate is increased, or shall be increased, if the said tax rate is decreased, to the adjusted tax exempt rate necessary to result in the same yield to the Bank relative to taxable loans as the bond provided on the date of original issuance of the bond, effective retroactively as of the effective date of such increase or decrease; or c) the Federal Internal Revenue Code of 1954, as amended to the date of original issuance of the bonds, is otherwise amended so as to affect adversely the tax exempt yield on the bond, in which event the rate shall be increased to the adjusted tax exempt rate necessary to result in the same yield to the Bank relative to taxable loans as the bond provided on the date of original issuance of the bonds, effective retroactively as of the effective date of such increase or decrease. This Bond shall bear interest (payable solely and only from the source hereinafter identified) on any overdue installment of principal hereof, premium, if any, and interest hereon (to the extent legally enforceable) at a rate equal to the Applicable Rate in effect from time to time plus two percent (2Y,) per ann� (other than the portion of any installment of interest which exceeds the amonnt of interest estimated to be so due and payable in accordance with the following paragraph). The Bank shall provide the Issuer and the Company (as hereinafter defined) with written notice at least five (5) Business Days in advance of each date on which interest shall be payable on this Bond of the Applicable Rate in effect from time to time during the applicable interest payment period, the Prime Rate in effect from time to time during the applicable interest payment period to the extent that the Applicable Rate is calculated on the basis of the Prime Rate, � and the amount of interest estimated to be so due and payable on this Bond on such interest payment date. Notwithstanding any other provision of this Bond to the contrary, payment of such amount of interest as so estimated shall satisfy the obligation of payment of interest due on such interest payment date and shall not constitute an event of default hereunder or under the Bond Resolution hereinafter referred to if such amount of interest as so estimated is less than the actual amount of interest due on such interest payment date. Any deficiency between the amount of interest so estimated and paid and the amount of interest actually due on such interest payment date shall be paid on the next succeeding interest payment date, and any overpayment shall be credited against the amount of interest due and payable on the next succeeding interest payment date. The date and amount of payments of principal installments (whether at maturity or upon acceleration or call for prior redemption) and payments of interest shall be noted by the Bank or any other owner of this Bond on the Payment Record — Schedule "A", made a part of this Bond, as provided in the Bond Resolution hereinafter identified pursuant to which this Bond is issued. The Bank or any other owner of this Bond shall make this Bond available for inspection during regular banking hours at the principal office of the Bank in the City of Oshkosh, Wisconsin, at the request of the Issuer or the Company (as hereinafter defined). This Bond is issued in the principal amount of $325,000.00, and designated "Industrial Development Revenue Bond, Series 1985 (Iakeside Plastics, Inc. Project)", pursuant to the hereinafter described Act and to a Bond Resolution duly adopted by the Common Council of the Issuer on December 31, 1985 (the "Bond Resolution"), for the purpose of providing funds to finance a portion of the cost of traffic cone manufacturing (the "Project") to be used as traffic cone manufacturing facilities and to be located in the City of Oshkosh, Wisconsin, and paying expenses incidental thereto and to the issuance of this Bond, to the end that the Issuer may be able to promote the right to gainful employment, business opportunities and the general welfare of the inhabitants of the City of Oshkosh, Wisconsin, and to preserve and enhance the tax base of the City of Oshkosh, Wisconsin. The proceeds of this Bond will be used by the Issuer to pay or reimburse Lakeside Plastics, Inc., a Wisconsin corporation formed and existing under the laws of the State of Wisconsin (the "Company"), for a portion of the costs of the acquisition and construction of the Project, under the terms of a Loan L�greement dated as of December 31, 1985, by and between the Issuer and the Company (which agreement, as from time to time supplemented and amended, is hereinafter referred to as the "e�,creement"). This Bond is secured by an assignment and pledge of the revenues and income derived from the Issuer from the repayment of the loan by the Company and other revenues and income derived pursuant to [he Agreement and the Promissory Note issued by the Company thereunder (the "Note"), and the Mortgage, and is further secured by an assignment and pledge of the right, title and interest of the Issuer in and to the Agreement, and the Note (except certain expense and indemnification payments) and the Mortgage, as more fully described in the Bond Resolution. Reference is made to the Bond Resolution for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer, the rights, duties and obligations of the owner of this Bond, and the terms on which this Bond is or may be issued and to all of the provisions of which the owner hereof by the acceptance of this Bond assents. �l■ This Bond is issued pursuant to and in full compliance with the Constitution and the laws of the State of Wisconsin, and particularly Section 66.521, Wisconsin Statutes, as supplemented and amended (the "Act"). This Bond and the obligation to pay interest hereon are special, limited obligations of the Issuer, secured as aforesaid and payable solely out of the revenues and income derived from the Agreement and the Note and as otherwise provided in the Bond Resolution and the Agreement. This Bond and the obligation to pay interest hereon shall not constitute an indebtedness of the Issuer, the State of Wisconsin or any political subdivision thereof, within the meaning of any state constitutional provision or statutory limitation, and shall not constitute nor give rise to a charge against the general credit or taxing powers or a pecuniary liability of the Issuer, the State of Wisconsin or any political subdivision thereof. No owner of this Bond shall have the right to compel the taxing powers, if any, of the Issuer, the State of Wisconsin or any political subdivision thereof to pay any principal installments of, premium, if any, or interest on this Bond. Pursuant to the provisions of the Agreement, payments sufficient for the prompt payment when due of the principal installments of, premium, if any, and interest on this Bond are to be paid by the Company at the principal office of the Bank, and all revenues and income accruing from the repayment of the loan by the Company under the Agreement and the Note have been duly assigned and pledged to the Bank for that purpose, under the Bond Resolution, to secure payment of the principal installments of, premium, if any, and interest on this Bond. The principal installments of this Bond are subject to redemption prior to maturity by the Issuer in the event that the Company shall exercise its option to prepay the principal installments of the Note upon a Determination of Taxability (as defined in the Bond Resolution), as a whole, and not in part, on any date within sixty (60) days of such a Determination of Taxability, at a redemption price of 100% of the outstanding principal amount hereof being redeemed and accrued interest to the date fixed for redemption, all as provided in Section 3.081 of the Agreement, together with any amounts due and owing under Section 3.068 and 3.084 of the Agreement. The principal installments of this Bond are also subject to redemption prior to maturity at the option of the Issuer from any available funds, including funds derived from the prepayment of the principal installments of the Note (or a portion thereof) at the option of the Company pursuant to Section 3.082 of the Agreement or borrowed funds, as a whole, or in part in the inverse order of the maturity of the principal installments hereof, on any date on which this Bond bears interest at a rate calculated on the basis of the Prime Rate, at a redemption price of 100� of the principal amount hereof being redeemed plus accrued interest to the date fixed for redemption. The principal installments of this Bond are further subject to redemption prior to maturity by the Issuer in the event that any moneys remain in the Construction Fund referred to in the Bond Resolution upon receipt by the Bank of a completion certificate pursuant to Section 3.05 of the Agreement (other than moneys withheld and used to pay costs of the Project, as set forth in Section 3.05 of the Agreement). In such event, the principal installments of this Bond shall be subject to redemption prior to maturity on any date within ten (10) days of the receipt by the Bank of such completion certificate, in part in the inverse order of maturity of the principal installments thereof, at a redemption price of 100% of the principal installments hereof being redeemed and accrued -10- interest to the date fixed for redemption, together with any amounts due and owing under Section 3.084 of the Agreement. Upon receipt by the Issuer and the Bank of at least five (5) days' prior written notice from the Company specifying a date for a prior redemption of the principal installments of this Bond (or a portion hereof), the Bank shall, to the extent that amounts are or become available therefor, apply such amounts on behalf of the Issuer to the redemption of the principal installments of this Bond (or a portion hereof) in accordance with the preceding paragraphs. The principal installments of this Bond (or a portion hereof), if designated for prior redemption, shall cease to bear interest on the specified redemption date, provided sufficient funds for their redemption have been paid to the Bank on such date. This Bond is transferable only as a whole by the registered owner hereof in person or by his attorney duly authorized in writing at the principal office of the Bank, but only in the manner, subject to the limitations and upon payment of the charges provided in the Bond Resolution, and upon surrender and cancellation of this Bond. Upon such transfer a substitute fully registered Bond of the same series, the same outstanding maturities and interest rate, in the denomination of the unpaid principal amount hereof, date as provided in the Bond Resolution, will be issued to the transferee in exchange herefor. The Issuer and the Company may deem and treat the registered owner hereof as the absolute owner hereof for the purpose of receiving payment of or on account of principal installments hereof and premium, if any, hereon and interest due hereon and for all other purposes and neither the Issuer nor the Company shall be affected by any notice to the contrary. In certain events, on the conditions, in the manner and with the effect set forth in the Bond Resolution, the principal installments of this Bond may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications, alterations or amendments of the provisions of the Bond Resolution may be made only to the extent and in the circumstances permitted by the Bond Resolution. This Bond is issued with intent that the laws of the State of Wisconsin will govern its construction. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Act and the Constitution and the laws of the State of Wisconsin to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, the City of Oshkosh, Winnebago County, Wisconsin, by its Common Council, has caused this Bond to be signed on its behalf by its City Manager by his manual or facsimile signature, and attested manually by its City ��a Clerk and the official seal of the Issuer to be affixed hereto, all as of December 31, 1985. City of Oshkosh, Winnebago County, Wisconsin By: ( SEAL) Attest: ay: City Clerk City Manager SCHEDULE A PAYMENT RECORD Principal Balance Interest Authorized Date Payment Due Payment Official and Title -12- Principal Date Balance Interest Due Payment -13- Authorized Official and Title Principal Balance Interest Authorized Date Payment Due Payment Official and Title SECTION 5. Custody And Application of Proceeds of Bond; Construction Fund. There is hereby created and established with the Bank, which is hereby constituted and appointed as depositary for the Issuer, a special fund in the name of the Issuer to be designated "City of Oshkosh, Winnebago County, Wisconsin, Industrial Development Revenue Bond Construction Fund (Lakeside Plastics, Inc. Project)". The proceeds received by the Issuer upon the sale of the Bond shall be deposited in the Construction Fund which shall be held in a separate account by the Bank, as depositary. Moneys in the Construction Fund shall be expended in accordance with the provisions of the Agreement, and particularly Section 3.043 thereof. -14- The Bank, as depositary, shall keep and maintain adequate records pertaining to the Construction Fund and all disbursements therefrom, and after the Project has been completed and a certificate of payment of all costs filed as provided in this Section 5., the Bank, as depositary, shall deliver copies of such records to the Issuer and the Company. The completion of the Project and payment of all costs and expenses incident thereto shall be evidenced by the filing with the Issuer and the Bank of a certificate of the Authorized Company Representative required by Section 3.044 of the Agreement. Any moneys thereafter remaining in the Construction Fund shall be applied in accordance with Section 3.044 of the Agreement. SECTION 6. Acquisition and Construction of the Project and Payments of Amounts Under the Agreement. It is the declared intention of the Issuer to authorize the disbursement of the proceeds of the Bond in order to finance all or a portion of the cost of the acquisition and construction of the Project by the Company, pursuant to the l�greement in substantially the form which has been presented to and is hereby approved by the Common Council of the Issuer. The e�,areement and the revenues and income thereof, including all moneys received under its terms and conditions and the Note therein authorized, are provided to be sufficient to pay the principal installments of, premium, if any, and interest on the Bond hereby authorized when due, and are hereby pledged and ordered paid to the Bank on behalf of the Issuer as specified in Section 7. hereof. The e�greement provides that the Company shall remit the required payments in repayment of the loan under the terms and conditions of the Agreement directly to the Bank on behalf of the Issuer for application by the Bank to the payment of the principal installments of (whether at maturity, by acceleration, upon redemption prior to maturity or otherwise), premium, if any, and interest on the Bond, and such provision is hereby expressly approved. SECTION 7. Revenues. The Bond and all payments required of the Issuer hereunder are not general obligations of the Issuer, but are special, limited obligations secured by an assignment and pledge of the right, title and interest of the Issuer in and to the �greement and the Note (except certain expense and indemnification payments), pursuant to the Assignment, and shall be payable by the Issuer solely and only out of the revenues and income derived from the Agreement and the Note and as otherwise provided herein. The Bank is authorized and directed to apply all amounts available for payment of the principal installments of, premium, if any, and interest on the Bond to the direct payment when due of the principal installments of (whether at maturity, by acceleration, upon redemption prior to maturity or otherwise), premium, if any, and interest on the Bond, including without limitation payments as follows: (a) any amount remaining in the Construction Fund to the extent provided in Section 3.05 of the Agreement; (b) all payments made on the Note; (c) all prepayments of principal installments of the Note (or a portion thereof) as specified in Article VII of the Agreement; and (d) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement, the Note or the Assignment which are required or are accompanied by directions that such moneys are to be applied to the payment of the principal installments of, premium, if any, and interest on the Bond. -15- The Issuer covenants and agrees that should theze be a default under the Agreement, the Issuer shall fully cooperate with the Bank, as the owner of the Bond, or any other owner of the Bond to the end of fully protecting [he rights and security of the Bank or such other owner of the Bond. Nothing herein shall be construed as requiring the Issuer to operate the Project or to use any funds or revenues from any source other than funds and revenues derived from the Agreement and the Note (except as otherwise provided herein). Any amounts remaining in any fund or paid to the Bank under the Agreement, the Note or the Assignment, after payment in full of the principal installments of, premium, if any, and interest on the Bond and the charges and expenses of the Bank shall be paid to the Company, as provided herein and in Section 3.105 of the Agreement. SECTION 8. Assignment. As security for the due and punctual payment of the principal installments of, premium, if any, and interest on the Bond hereby authorized, the Issuer hereby assigns and pledges to the Bank all of its right, title and interest in and to, including without limitation its rights to all revenues and income derived by the Issuer pursuant to, the Agreement and the Note (except any payment made pursuant to Section 3.0522 of the Agreement, relating to the obligation of the Company to pay reasonable and necessary expenses of the Issuer, Section 3.063 of the Agreement, relating to indemnification of the Issuer by the Company, and Section 3.073 of the Agreement, relating to the obligation of the Company to pay attorneys' fees and expenses incurred by the Issuer upon a default thereunder) and all rights and remedies of the Issuer under the Agreement and the Note to enforce payment thereof, and as evidence of such assignment, pledge and security interest, the City Manager of the Issuer is hereby authorized, empowered and directed to execute the Assignment for and on behalf of the Issuer and the City Clerk of the Issuer is hereby authorized, empowered and directed to attest the same and to affix thereto the official seal of the Issuer, and the City Manager and the City Clerk are hereby authorized, empowered and directed to cause the Assignment to be executed by the Bank, the Assignment to be in substantially the form which has been presented to and is hereby approved by the City of Oshkosh of the Issuer. SECTION 9. Investments; Arbitrage. Any moneys held as a part of the Construction Fund created pursuant to Section 5 hereof may be invested or reinvested on the direction of the Authorized Company Representative, in accordance with the provisions of Section 3.045 of the Agreement. Any such investment shall be held by or under control of the Bank, as depositary, and shall be deemed at all times a part of the Construction Fund for which the investment was made, and the interest accruing thereon and any profit realized from such investments shall be credited to the Construction Fund, and any loss resulting from such investments shall be charged to such Construction Fund, which loss shall be an obligation of the Company as provided in the Agreement. As and when any amount invested pursuant to this Section 9 may be needed for disbursement, the Authorized Company Representative may direct the Bank to cause a sufficient amount of the investments to be sold and reduced to cash to the credit of such funds regardless of the loss on such liquidation. With respect to Section 103 of the Code, the Company has made certain covenants with the Issuer in Section 3.046 of the Agreement, and the Company will make certain certifications and representations with respect to Section 103 of -16- the Code on the date of delivery of the Bond, which the Issuer shall accept and adopt, and the Issuer, acting in reliance on such covenants, certifications and representations, hereby covenants with the Bank and any other owner of the Bond that so long as any principal installment of, premium, if any, or interest on the Bond remains unpaid, the Common Council of the Zssuer will not take or authorize the taking of any action which will cause the Bond to be classified as an "arbitrage bond" within the meaning of Section 103 of the Code and any regulations promulgated or proposed thereunder, including without limitation Section 1.103-13, Section 1.103-14 and Section 1.103-15 of the Income Tax Regulations (26 C.F.R., Part 1) as the same presently exist or may from time to time hereafter be amended, supplemented or revised, or within the meaning of any Federal legislation and any regulations promulgated or proposed pursuant thereto. SECTION 10. General Covenants. The Issuer covenants that it will promptly cause to be paid solely and only from the source mentioned in the Bond, the principal installments of, premium, if any, and interest on the Bond hereby authorized at the place, on the dates and in the manner provided herein and in the Bond acccording to the true intent and meaning hereof and thereof. The Bond and the obligation to pay interest thereon are special, limited obligations of the Issuer, secured by the Note of the Company and the Assignment and payable as set out in Section 3 hereof. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, the Bond, the Agreement, the Assignment and the Bond Purchase Agreement, and in all proceedings of the Common Council of the Issuer pertaining thereto. The Issuer covenants that it is duly authorized under the Constitution and the laws of the State of Wisconsin, including particularly and without limitation the Act, to issue the Bond authorized hereby and to assign and pledge the revenues and income hereby assigned and pledged in the manner and [o the extent herein set forth; that all action on its part for the issuance of the Bond has been or will, before delivery of the Bond, have been duly and effectively taken, and that the Bond, when issued and delivered to the Bank, will be a valid and enforceable special, limited obligation of the Issuer according to the true intent and meaning thereof. The Issuer covenants that it will execute, acknowledge and deliver such instruments, financing statements and other doc�ents as the Bank or any other owner of the Bond may reasonably require for the better assuring, granting, pledging and assigning until the Bank (or such other owner) the right, title and interest of the Issuer in and to the [�greement and the Note, as well as the rights of the Issuer in and to the required payments of revenues and income pursuant to Section 3.0521 of the Agreement and the Note hereby assigned and pledged to the payment of the principal installments of, premium, if any, and interest on the Sond. The Issuer covenants and agrees that, except as herein and in the Agreement provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any part of the revenues and income derived from the Agreement and the Note, or of its right, title and interest in and to the Agreement and the Note. The Issuer covenants and agrees that all books and documents in its possession relating to the Project and the payments on the Note and under the Agreement shall at all reasonable times be open to inspection by the Bank or any -17- other owner of the Bond or such accountants or other agencies as the Bank or such owner may from time to time designate. The Issuer covenants and agrees that all books and documents in its possession relating to the Project and the payments on the Note and under the Agreement shall at all reasonable times be open to inspection by the Bank or any other owner of the Bond or such accountants or other agencies as the Bank or such owner may from time to time designate. The Issuer covenants and agrees that it shall, through the Bank or any other owner of the Bond, enforce all of its rights and all of the obligations of the Company under the Agreement for the benefit of the Bank or any other owner of the Bond. The Issuer shall protect the rights of the Bank or any other owner of the Bond hereunder with respect to the assignment and pledge of the revenues and income coming due under the e�greemeent and the Note. SECTION 11. Events of Default; Remedies. If any of the following events occurs it is hereby defined as and declared to be and to constitute an "Event of Default" hereunder: (a) Default in the due and punctual payment of any interest on the Bond; provided, however, that the payment of less than the full amount of interest due on the Bond on any interest payment date shall not constitute an event of default hereunder if the amount of interest paid shall be the amount of interest which the Bank has advised the Issuer and the Company is the amount of interest estimated to be due on such interest payment date. (b) Default in the due and punctual payment of any principal installment of or premium, if any, on the Bond, whether at the stated maturity thereof or upon redemption prior to maturity or proceedings for the acceleration thereof. (c) M"Event of Default" shall have occurred and be continuing under the Agreement. Upon the occurrence of an event of default hereunder and so long as such event of default is continuing, the Bank or any other owner of the Bond, by notice in writing delivered to the Company and the Issuer, may declare the principal installments of the Bond and the interest accrued thereon immediately due and payable, and such principal installments and interest shall thereupon become and be immediately due and payable. Upon any such declaration all payments under the Agreement and the Note from the Company shall become immediately due and payable as provided in Section 3.072 of the l�greement. While any principal installment of, premium, if any, or interest on the Bond remains unpaid, the Issuer shall not exercise any of the remedies available upon an "Event of Default" specified in Section 3.072 of the A,greement without first obtaining the prior written consent of the Bank or any other owner of the Bond. Upon the occurrence of an event of default hereunder, the Bank or any other owner of the Bond may exercise such rights as exist under the Agreement, the Note, the Assignment or this Resolution, and may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the � payment of the principal installments of, premium, if any, and interest on the Bond and to enforce and compel the performance of the duties and obligations of the Company as herein and in the Agreement and the Note set forth. No remedy by the terms of this Resolution conferred upon or reserved to the Bank (or any other owner of the Bond) is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Bank or any other owner of the Bond hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any event of default hereunder shall impair any such right, power or remedy or shall be construed to be a waiver of any such event of default hereunder or acquiescence therein; and every such right, power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to any right given or action taken under the provisions of Section 11 or under the provisions of Section 3.07 of the Agreement (after payment of the costs and expenses of the proceedings resulting in the collecting of such moneys and of the expenses, liabilities and advances incurred or made by the Issuer or the Bank or any other owner of the Bond) or under the Assignment, and all moneys in the Construction Fund at the time of the occurrence of an event of default hereunder, shall be paid to the Bank on behalf of the Issuer, and shall be applied to the payment of the principal, premium, if any, and interest due and unpaid upon the Bond to the person or persons entitled thereto. Whenever moneys are to be applied pursuant to the provisions of this Section 11, such moneys shall be applied to the payment of the principal installments of, premium, if any, or interest on the Bond upon payment of such moneys to the Bank. Whenever all principal installments of, premium, if any, and interest on the Bond have been paid under the provisions of this Section 11 and all expenses of the Bank and the Issuer have been paid, any amounts paid to the Bank and not so applied shall be pa3d to the Company pursuant to Section 3.105 of the Agreement. The Bank (or any other owner of the Bond) may in its discretion waive any event of default hereunder and its consequences and rescind any declaration of acceleration of principal, and in cases of any such waiver or rescission, or in case any proceeding taken by the Bank on account of any such event of default shall have been discountinued or abandoned or determined adversely, then and in every such case the Issuer, the Company, the Bank and any other owner of the Bond shall be restored to their former positions and rights hereunder, respectively, -19- but no such waiver or rescission shall extend to any subsequent or other event of defaul[ hereunder, or impair any right consequent thereon. With regard to any default concerning which notice is given to the Company under the provisions of this Section 11, the Issuer hereby grants the Company full authority for account of the Issuer to perform or observe any covenant or obligation alleged in said notice not to have been performed or observed, in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issure could do in order to remedy such default. SECTION 12. Sale of the Bond; F�cecution of ibcuments. (a) The sale of the Bond hereby authorized to the Bank at a price of $325,000.00 and payment pursuant to the Bond Purchase Agreement in substantially the form which has been presented to the Common Council of the Issuer, is hereby approved by said Common Council, and the Bond Purchase Agreement in substantially the form which has been presented to the Common Council of the Issuer is hereby in all respects authorized, approved and confirmed. The City Manager of the Issuer is hereby authorized, empowered and directed to execute the Bond Purchase Agreement for and on behalf of the Issuer, the City Clerk of the Issuer is hereby authorized, empowered and directed to attest the same and to affix the official seal of the Issuer thereto, and the City Manager and the City Clerk are hereby authorized, empowered and directed to deliver the Bond Purchase Agreement, such Bond Purchase Agreement to be in substantially the same form as presented to and approved by the Common Council of the Issuer, or with such changes therein as shall be approved by the officers 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 form of Bond Purchase Agreement presented to and approved by the Common Council of the Issuer. (b) The Agreement and the Assignment in substantially the form in which the same have been presented to the Common Council of the Issuer are hereby approved by such Common Council, and are in all respects authorized, approved and confirmed. The City Manager of the Issuer is hereby authorized, empowered and directed to execute the f�greement and the Assignment for and on behalf of the Issuer, and the City Clerk of the Issuer is hereby authorized, empowered and directed to attest the same and to affix the official seal of the Issuer thereto, and the City Manager and the City Clerk are hereby authorized, empowered and direc[ed to deliver the Agreement and the Assignment, such Agreement and Assignment to be in substantially the same form as presented to and approved by the Common Council of the Issuer, or with such changes therein as shall be approved by the officers of the Issure executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of Agreement and Assignment presented to and approved by the Common Council of the Issuer. d��D (c) all principal the Bond have installments of, premium, if any, and Sn[ereat on been paid. SECTION 17. Severability. If any aection, paragraph, clause or provision of this Resolutlon sha12 be ruled by any court of competent jurisdiction [o be invalid, the invalidity of auch sec[ion, paragraph, clause or provision ahall not affect any of the remaining sections, paragraphs, clauses oc provislons hereof. SECTIOti 18e Captions. The captions or headings af this Resolution are for co¢venlence only and in no way define, 1Smit or describe the acope or in[ent of any provision of this Resolution. SECTION 19. Effec[ive Date. This Resolution ehall be effec[ive immediately upon its passage and approval. To the extent that a¢y prior resolutiona of this body are inconsistent with the provisions hereof, thia Resolution ahall control and such prior resolutions shall be deemed amended to such ex[ent as may be necessary to bring them into conformity vith this Resolution. SECTION 20. Public Approval. This Resolu[ion will constitu[e public aQproval of the isauance of the Bond to finance the Project within Che meaning of Section 103 (k) of the Internal R,evenue Code of 1954, ae amended. **r********t****�******** The foregoing Resolution of the Common Council of the City of Osh'�cosh, Winnebago County, Wisconsin, was introduced, approved and adopted on December 31, 1985. ����� � � e,yv Y�. � 1��a�� ? Mayor 'Z' � ��� � � � , �l`-]4.�a, �' (+= ,l�i�rl�,`�j� i City Clerk -22- Date February 1, 1986 March 1, 1986 April 1, 1986 May 1, 1986 June 1, 1986 July 1, 1986 August 1, 1986 September 1, 1986 October 1, 1986 November 1, 1986 December 1, 1986 January 1, 1987 February 1, 1987 March 1, 1987 April 1, 1987 May 1, 1987 June 1, 1987 July 1, 1987 Augus[ 1, 1987 September 2, 1987 October 1, 1987 November 1, 1987 December 1, 1987 January 1, 1988 February 1, 2988 March 1, 1988 April 1, 1988 May 1, 1988 June 1, 1988 July 1, 1988 AngusL 1, 1988 September 1, 1988 October 1, 1988 November 1, 1988 December 1, 1988 January 1, 1989 February 1, 1989 March 1, 1989 April 1, 1989 May 1, 1989 June 1, 1989 July 1, 1989 EXHIBIT A Maturity of Principal Installments: Amount $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 Date August 1, 2989 September 1, 1989 October 1, 1989 November 1, 1989 December 1, 1989 January 1, 1990 February 1, 1990 March 1, 1990 April 1, 1990 May 1, 1990 June 1, 1990 July l, 1990 August 1, 1490 September 1, 1990 October 1, 1990 November 1, 1990 December 1, 1990 January 1, 1991 February 1, 1991 March 1, 1991 April 1, 1991 May 1, 1991 June 1, 1991 July 1, 1991 August 1, 7.991 September 1, 1991 October 1, 1991 November 1, 1991 December 1, 1991 January 1, 1992 February 1, 1992 March 1, 1992 April 1, 1992 May 1, 1992 June 1, 1992 July 1, 1992 August 1, 1992 September 1, 1992 October 1, 1992 November 1, 1992 December 1, 1992 January 1, 1993 Interest Rate Amount $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 $3,870.00 53,870.00 $3,870.00 $3,870.00 The Bond shall bear interest at the Applicable Rate (as defined in the form of Bond) from time to time in effect Bond Interest Payable Payable monthly on the lst day of each month beginning February l, 1986. � � , - > H `L�7 �O � � � H O n � m e� z r- e� d .. � � � .. x ~ �o �` . � � �i ro � I� [n H � � � � � u, tn �� �. z� � O G K m r� N Cd (D 0 �� R, w Ul N � lJ1 r, a o xo m o m N- H � � N O+ G rom � rr an m r• rr a r• N n m ry . � C H • � n N m � r ,:+9 t��� �� '+.e ��