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Home My WebLink About30475 / 79-01Special Council Meeting, Friday Nov. 23 1979 12:00 noon Noveid�er 23, 1979 # 1 RESOLdTPION There will be a Final Resolution to issue Industrial I�venue Bands £or not exoeeding $3,500,000.00� pnrsi�ant to Section 66.521 of the Wis�nsin Statutes, for Carousel of Oshkosh, Incorporated. RESOLUTION AUTHORZZING CITY OF OSHKOSH, WINNEBAGO COUNTY, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BONDS (CAROUSEL OF OSHKOSH, INCORPORATED PROJECT) Wf�REAS, in a resolution (the "Initial Resolution") adopted April 5, 1979, by the City Council o£ the City of Oshkosh, winne- bago County, Wisconsin (the "Issuer"), the Issuer expressed its intent, and authorized and directed its officers, to work toward the consummation of a financing agreement pursuant to which the Issuer would issue its industrial development revenue bonds pursuant to Section 66.521, Wisconsin Statutes, as amended (the "Act"j, in an amount not to exceed $3,500,000, for the purpose of financing the costs o£ acquiring land in the Issuer and o£ ac- quiring, constructing and equipping thereon a family theme park (the "Project") by Carousel o£ Oshkosh, Incorporated (the "Company"); and WHEREAS, the Company has commenced construction and equip- ping of the Project and has entered into negotiations with Blunt Ellis & Loewi Incorporated (the "Purchaser") for the initial purchase of the bonds to be so issued and caused to be prepared and submitted to this Council forms marked "DRAFT of October 12, 1979" of the following documents: (a) Mortgage, Loan and Security Agreement between the Issuer and the Company, pursuant to which the Issuer agrees to loan the proceeds o£ the Bonds to the Company to finance costs of the Project (the "Loan Agreement"); (b) Trust Indenture between the Issuer and a Trustee to be named (the "Trustee") (the "Indenture"); and (c) Bond Purchase Agreement among the Issuer, the Company and the Purchaser (the "Agreement"); and WHEREAS, issuance of the Bonds by i.he Issuer, and the as- signment of the Loan Agreement to the Trustee under the Inden- ture, as herein recited and provided, in the judgment of this Council, will serve the intended purposes and in all respects conform to the provisions and requirements of the Act; and WHEREAS, the Company has made representations to the Issuer (supported by appropriate documentation) that the estimated cost of acquisition, construction and equipping of the Project to be financed with the Bonds, together with related costs, is an amount which will be at least $3,500,000; and wHEREAS, the Company represents and agrees that it will pay or arrange for payment from the Project Fund or otherwise of all expenses with respect to the Project, and comply with all the terms and provisions of the Loan Agreement so that full debt , � service will be provided in order to meet payments of principal of and interest on the Bonds; and that its representations have been expressly relied upon by the Issuer in the adoption o£ this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE CITY OF OSHKOSH, WISCONSIN, THAT: 1. Definitions. The terms "Bonds", "Bond Fund", "Bond- holder", "Project Fund", and "Trustee" shall have the same mean- ings as defined in the Indenture. 2. Determination. This Council hereby finds and determines that: (a) the estimated cost of acquisition, construction and equipping of the Project as more particularly de£ined in the Indenture including all costs in connection therewith permitted to be financed with the proceeds of the Bonds under the Act is at least $3,500,000; (b) the payments to be made in each year under the Loan Agreement are sufficient to pay the principal of and interest on the Bonds as such principal and interest fall due; (c) other than the Debt Service Reserve Fund created by Section 404 of the Indenture, no established in connection with the or maintenance of the Project; and reserve fund need be retirement of the Bonds (d) the useful life of the Project is not less than twenty (20) years. 3. Issue of Bonds. The Issuer shall issue its Bonds in the amount of Three Million Five Hundred Thousand Dollars ($3,500,000) for the purpose of financing a portion of the cost of acquiring and constructing the Project and paying related costs. The Bonds shall be sold to the Purchaser in accordance with the terms and conditions set forth in the Agreement. The Purchaser will purchase the Bonds at 100% o£ their principal amount plus accrued interest as provided in the Agreement. Pursuant to a separate agreement between the Company and the Purchaser, the Purchaser will resell the Bonds and will be compensated by the Company from Bond proceeds in an amount not to exceed 5% of the principal amount of the Bonds. The Bonds shall be issued pursuant to the Act, shall be designated, dated, in the form and denominations, and have the maturities and have such coupons as provided in the Indenture. The interest rates on the Bonds shall be as follows: -2- Maturity Date October 1 1981 1982 1983 1984 1985 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 nterest Rate 8.00% 8.00 8.15 8.30 8.45 8.60 8.75 8.90 9.00 9.15 9.30 9.40 9.50 9.60 9.70 9.80 9.90 9.95 10.00 The Bonds shall be issued as coupon bonds in the denomination of $5,000 each, registrable as to principal only or as £ully regis- tered bonds without coupons in the denomination of $5,000 and any whole multiple thereof. All details pertaining to the Bonds as provided in the Indenture are hereby adopted as and for the details approved by this Issuer. The Bonds shall not be a general obligation or indebtedness o£ the Issuer nor give rise to a pecuniary liability o£ the Issuer or a charge against its general credit or taxing powers, but shall be payable solely from the revenues that may be available therefor from the Loan Agreement, and in the event of default as may be authorized by this Resolution or the Indenture and by law, and in no event shall the Bonds or the interest thereon or any other costs or expenses in connection therewith or with the Project ever be payable from any funds o£ the Issuer other than the revenues to be received by the Issuer under the Loan Agreement. The payments by the Company pursuant to the Loan Agreement shall be paid directly to the Trustee for the account of the Issuer so long as any of the Bonds shall be outstanding and unpaid. The Bonds and appurtenant coupons shall be executed on behalf of the Issuer by its City Manager and its City Clerk and shall have its corporate seal impressed or im- printed thereon. Facsimile signatures and seals may be used as permitted by law. 4. Approval and Execution of Documents. Subject to such changes or revisions therein as Quarles & Brady as Bond Counsel ("Bond Counsel") or Counsel for the Issuer may approve, the Indenture, Loan Agreement and Agreement, in substantially their respective forms presented to this meeting, are hereby approved. The City Manager and City Clerk or their authorized deputies in their absence are authorized on behalf o£ the Issuer to execute, -3- r seal and deliver the Indenture, Loan Agreement and Agreement, with such revisions, changes, or deletions as may be approved by the signatories thereto, which approval shall be conclusively proved by their execution of such documents. The City Manager, City Clerk and City Treasurer and their authorized deputies and other officials of the Issuer are hereby authorized to prepare or to have prepared and to execute, file and deliver, as appropri- ate, all such documents, opinions, certificates, affidavits and closing or post-closing instruments (including but not limited to amendments of the Indenture and Loan Agreement not requiring the consent of Bondholders pursuant to Sections 901 and 1001 of the Indenture) as may be required by this resolution or deemed neces- sary or appropriate by said officials or by Bond Counsel. The City Manager and City Clerk or their authorized deputies in their absence are further authorized and directed on behalf of the Issuer to complete, execute and file with the Internal Revenue Service a statement of the election by the Issuer to issue the Bonds in an aggregate principal amount exceeding $1,000,000 but not exceeding $10,000,000 as provided in Section 103(c)(6)(D) of the Internal Revenue Code of 1954, as amended. 5. as Trustee of Trustee; Funds; Investment fi�.l,kn�.ti , Wisconsin is he I'ndenture . gnated There are hereby created by the Issuer and ordered estab- lished with the Trustee the following funds: (a) the Project Fund as described in Section 302 of the Indenture to be used solely to pay the costs o£ the Project and such other costs as are provided to be paid therefrom in the Indenture. The Issuer hereby authorizes and directs the Trustee (a) to withdraw sufficient funds from said Project Fund to make the aforesaid payments as the same become due and payable, and (b) to transfer from the Project Fund to the Bond Fund any moneys which are not needed for the purposes for which the Bonds are issued in the manner and at the time provided in the Indenture. (b) the Bond Fund as described in Section 402 of the Indenture to be used to pay the principal and interest on the Bonds and such other costs as are provided to be paid therefrom in the Indenture. The Issuer hereby authorizes and directs the Trustee to withdraw sufficient funds from the Bond Fund to pay the Bonds, premium, if any, and inter- est thereon as the same become due and payable. The Bond- holders shall have a first lien on all moneys in the Bond Fund and on all revenues in connection with the Project required to be paid by the Company and for the payment of principal, premium, if any, and interest on the Bonds sub- ject always to the Loan Agreement and Indenture. Revenues received by Issuer under the Loan Agreement with respect to the Project are hereby irrevocably pledged for the payment of the Bonds and interest thereon. Q= , , (c) the Debt Service Reserve Fund as described in Section 404 of the Indenture to be used to make up any deficiencies in the Bond Fund and such other costs as are provided to be paid therefrom in the Indenture. The Issuer hereby authorizes and directs the Trustee to withdraw suf- ficient funds from the Debt Service Reserve Fund to pay principal, premium, if any, and interest on the Bonds when due if such amounts cannot be paid out of moneys then on deposit in the Bond Fund. The Trustee is further authorized and directed to replace any amounts so withdrawn out of moneys to be received under the Loan Agreement. (d) the Taxable Interest Compensation Fund as described in Section 406 0£ the Indenture to be used to compensate certain bondholders in the event the interest on the bonds loses its tax exempt status and the bonds are not fully redeemed within one year £rom the first date of such taxa- bility. The Issuer hereby authorizes and directs the Trustee to withdraw su£ficient funds from the Taxable Interest Compensation Fund to compensate Eligible Bondholders (as defined in the Indenture) to the extent provided in Section 406 of the Indenture. The Issuer authorizes and directs the Trustee to invest and reinvest moneys in the Project Fund, the Bond Fund and the Debt Service Reserve Fund as set forth in Sections 305, 403 and 404, respectively, of the Indenture. 6. Certain Provisions. The Loan Agreement provides, inter alia, that: (a) the Company shall provide for the maintenance of the Project and for the carrying of all property insurance with respect thereto and the Issuer shall have no respon- sibility or obligation with regard to such maintenance and insurance. (b) the Company shall make installment payments (di- rectly to the Trustee for deposit in the Bond Fund and for the account o£ the Issuer) in amounts sufiicient for payment from the Bond Fund when due of the principal of, premium, if any, and interest on the Bonds. Adopted, November 23, 1979 -5- `��'' i42��iLQ�, �l 1Y4�/L.ka City Clerk ; November �3, 1979 Ly manager � 0 ,-. 0 O 0 0 O � M � � ro ❑ 0 Pa N � �. N A n v a � � 0 U � m U Q � � H � � N v O 7 }� x o a .a o N � 'd o cd 6 w '� o o a [� E � N.. .. N �+ Ci � p O O ,� •rl s� ,� � �a o 0 U �+ � � m � 0 � �- N N � � b � .� i� N N U ' ' � _ . .. � . . . - ._ . . rt .,. �. _. �. �. c � � .� �� o � vo. o x � � � � � � �-i m o � � cd N O U ,� .. 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