HomeMy WebLinkAbout27421 / 75-09# 9 RESOLUTION
JA�� 161975
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RESOLUTION AUTHORIZING $2,000�000 INDUSTRIFiL DEVELOPMENT
REVENUE BOND ISSUE� SERIES A� (SQUARE D COMPANy pRQTECT)
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CITY OF OSHKOSH
WISCONSIN
The Common Council ("Governing Body") of ihe City
of Oshkosh, Wisconsin ("Municipality") met in regular session
at 7;00 o'clock P.M. on January 16 , 1975„ at the City
Hall in the Municipality. The meeting was called to order and
there were present Jorgenson, Donald, President of the Mu-
nicipality, in the chair and the following named Councilmen:
McIlree, Kathryn E.; Moser, Robert H.: Murken_ Rvr,,.,•
Absent: None
., � � � � * -�. �
. The Governing Body investigated and found that a
Resolution of the Governing Body, adopted September 19, 1974,
had approved (upon conditions) the issuance of industrial
development revenue bonds by the Municipality in order to �
finance an industrial project for Square D Company, a Michigan
corporation; that in pursuance of said resolution the requi-
site details and mechanics of said plan of financing had been
negotiated. The President announced that any Councilmen in
attendance would now be given an opportunity to express his
vi.ews for or against the proposal to issue the bonds. � After
all Councilmen, who desired to do so,� had expressed their views
for or against the proposal to issue the bonds, Councilman
blurken introduced Resolution No. 9
entitled;
RESOLUTION AUTHORIZING INDUSTRIAL
DEVELOPMENT REVENUE BOND ISSUE, SERIES A
(SQUARE D COMPANY PROJECT)
and moved its adoption, seconded by Councilman McIlree �
After due consideration of the resolution by the Governing
Body, the President put the question on the motion and
upon the roll being called the following Councilmen voted;
Aye: McIlree, Moser, Marken, Pitz, Singstock
Teichmiller, Jorgensen
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Nay:
Whereupon the President declared said resolution
duly adopted and signed his approval thereto.
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.. Upon motion and vote the meeting adjourned.
P s' en
Attest:� --`�A� ._ . ..
Clerk . � � �. _ �� ._ �
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GOVERNING BODY , �
. _ . � OF THE � � , . .
CITY OF OSHKOSH
RESOLUTION AUTHORIZING INDUSTRIAL
DEVELOPMENT REVENUE BOND ISSUE, SERIES A
(SQUAP.E D CO'.1PANY PROJECT)
� � WHEREAS, the CITY OF OSHICOSH (the "'lunicipality")
is a municipal corporation organized and existing under and
�pursuant to the laws of the State of Wisconsin and is authorized
by Section 66.521, Wisconsin Statutes (hereinafter sometimes �
referred to as "Section 66.521"),�to construct, equip, reequip,�
acauire by gift, lease or purchase, install, recon@truct�
rebuild, rehabilitate, improve,.supplement, replace,.repaix,
enlarge, extend or remodel industrial projects, and to�-enter �
into revenue agreements with eligible participants in order
to promote the rights to gainful employment, business oppor-
tunities and general wel£are of its inhabitants�and to pre- �
serve and enhance its tax base; and . , �
WHEREAS, the Municipality is authorized by
Section 66.521 to issue industrial development revenue bonds
payable.solely from income and revenues derived from revenue
agreements; and -�
S�I-IEREAS, bonds and interest coupons issued under
authority to Section 66.521� shall not constitute'an indebted-
ness of the Plunicipality within the meaning of any state
constitutional provision or statutory,limitation,'and shall
not constitute, nor give rise to, a pecuniary liability of
the rlunicipality or a charge against� its general credit ar
taxi.nc powers; and . . �. � � �� -� � - `
Wk�REAS, the Municipality has made tkte necessary
arrangements with iquare D Company (the "Company"):a Michiean
corporation, for the acquisition and construction of the
Project (as hereinafter defined) located in the Municipality
irom which Project the MunicipaliCy will receive substantial
municipal benefits, including, by way of illustration but not
limitation: retention of and more steady employment of its �
citizens resultino in the alleviation of unemployment within
tne Piunicipality; maintenance or increase in the tax base of .
thz �funicipality; greater support for educational and municipal
services; the stimulation of existing and new businesses and
industries coithin the.Dlunicipality and its�environs; the
stimulation of private investment funds from financial insti-
tutions; and the betterment of the Municipality's e,nvironment
and economy; and . -�� � � . �-
WF�REAS, the Governing Body of the Municipality
adopted a resolution on.September 19, 1974, wherein the Mu-
nicipaLity agreed (upon conditions) to issue industrial
development revenue bonds to finance the Project; and;
WIIEREAS, the acquisition and construction of the
Project by the Company and the issuance of the Ronds by
the Pfunicipality, as herein recited and provided, in the
judgment of this Governing Body, will serve the intended
accomplishments and in all respects conform to the provisions
and requirenents of Section 66.521; .
NOW THEREFORE, BE IT RESOLVED BY TAE GOVERNING -
BODY OF THE hNNICIPALITY, THAT:
� 1. DEFINITIONS. In addition to the words and �
terms elsewhere defined in this Resolution the following
words and terms as used in this Resolution and the preambles
hereto shall have the following meanings unless the con-.
text or use clearly indicates another or different.�meaning
or intent, "
(a) "Bond" or "Bonds" means the Series A
industrial development revenue bonds of the Munici-
pality to be issued hereunder;
(b) "Bond Fund" means the Bond principal and
interest fund created in the Indenture and authorized
by.paragraph 12 of this Resolution.
� (c) "Bondholder" or "holder" or "owner of the
!` Bonds° means the bearer of any Bond not registered'�
as to principal �or registered to bearer) and the�.
registered owner of any Bond registered as to princi-
pal. �
(d) "Chief Executive" means the City Manager of
fhe Nunicipality.
(e) °Company" means Square D Company, a Michizan
corporation, its successors and assigns.
(f) "Construction Fund" means the fund created -
in the Indenture and authorized by paragraph 11 of
this Resolution. .
(g) "Coupon" means any of the coupons issued
hereunder evidencing the semiannual installments of�_
interest on the applicable Bond or Bonds.
(h) "Event of Default" means those events of
�defaults speciPied and defined in the Indenture.
(i) "Governing Body" means the Municipality's
Common Council,-its legislative body,
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(j) "LOan" means the loan described in paragraph
3 of this Resolution.
(k) "Loan Agreement" means the loan agreement
described:in paragraph 16 of this Resolution „ dated �a�
as of January 1, 1975, to be executed by and between
the Company a.nd the Municipality. -
(1) "Indenture" means the Indenture qf Trust
described in paragraph 17 of this Resolution, dated
as of Sanuary 1, 1975, to be executed by�-and b°etween
the Municipality and the Trustee, pursuant to which
the Bonds are to be issued, and other supplemental �
agreements with the Trustee in pursuance thereof.
(m) "Note" means the promissory note of the �
Borrower issued pursuant to the Loan Agreement.�
(n) "Project" means the interest in lands,
buildings, structures and improvements, machinery,
equipment and�other facilities acquired or constructed
with the proceeds of the Bonds which together compromise
an industrial facility useful for the manufacture of
transformers and reiated products. - �
(a) "Section o6.521" means Section 66.521 of� ��
the [Jisconsin Statutes, as amended.. .`. ...
(p) "Trustee" means the bank or trust company
serving�as trustee.under the Indenture and its succes-
sors and any corporation resulting from or surviving
any consolidation or merger to which it or its succes-
sors may be a party and any successor trustee.at the
time serving as successor trustee under the Indenture.
. 2. FINDINGS, This Governing Body does hereby
find and determine as follows: .,.� __
�(a) that the Company is a revenue producing ��
enterprise; � - . � � -.
(b) that the Project -is suitable for the_use ,
of the Company; . _ � �
(c) that the estimated cost of the Project in-
cluding all costs in connection tkieretuith permitted
to be financed �oith the Bonds under Section 66.521 is
not less than $2,000,000;
(d) that the payments to be made by the Company
under the Loan Agreement axe sufficient to pay �ahen
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due the principal of, premium, if any, and interest
on the Bonds; and
(e) that no voting member of this Governing
Body is an officer, director or employee of the
Company nor does any such voting member own 2% or more
of the oustanding capital stock of the ComPany.
� 3. AUTHORIZATION TO IIORROW AND TO LEND, The
Municipality shall borrow, but only in the manner herein
recited, the sum of $2,000,000 for the purpose of financing
the costs of acquiring and constructing the Project and
paying the costs of issuing and selling the Bonds, which
borrowing shall be evidenced by its Bonds issued pursuant to
Section 66.521. The Municipality sha11 lend the sum of
$2,000,000 to the Company pursuant to the terms of the Loan
Agreement, which borrowing (the "Loan") shall be evidenced by
the Company's promissory note in said principal amount (the
"Note"). . .
� 4. DESIGNATION, DENOMINATION, TENOR AND MATURITY
OF BONDS CREATED FOR ISSUANCE. The Bonds shall be designated
CITY OF OSHKOSH, WISCONSIN, INDUSTRIAL DEVELOPMENT REVENUE
BONDS, SERIES A( SQIIARE D COMPANY PR0.7ECT), shall be in the
principal amount of $2,000,000, shall (except as provided in
the Indenture) be dated January 1, 1975, and shall mature and
bear interest from their date as follows: �
Maturity
(Jan. 1)
1976
1977
1978
1979
1980
1981
1982
1983
1984
1985
Amount
80,000
55,000
90,000
95,000
105,000
110,000
120,000
125,000
135,000
145.000
Interest
Rate
6
6
6
6
6
7
7
7
7
7
00%
00%
50%
50%
75%
00%
00%
00%
25%
25%
1990 910,000 7.757,
Interest on the Bonds shall be payable on July 1, 1975, and
semiannually thereafter on the first day of each January and
July in eacn calendar year until paid. Both principal of
and interest on said Bonds shall be payable in lawful money of
the United States of America at the principal office of First
{Jisconsin National Bank of Oshkosh, Oshkosh, Wisconsin, as paying
agent, and/or at the o£fice of any successor or additional
paying agent approved by the Municipality. � �
The Bonds shall be issuable as coupon Bonds (regis-
trable as to principal only) in $5,000 denominations, or as .
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fully registered Bonds, without coupons, in denominations
of $5,000 or any multiple thereof. The Bonds shall be
numbered as provided in the Indenture. The Bonds may be .
exchanged and transferred as provided in the Indenture.
5. BONDS AS LIMITED OBLIGATIONS. The Bonds and
the attached coupons (if any) shall in no event be or be
considered a general obligation of the Municipality, nor .-
snall they constitute an indebtedness of the Piunicipality,
nor shall they give rise to any pecuniary liability of the �
?:unicipality, nor shall they constitute a charge against the
:�funicipality's general credit or taxing powers; the Aonds and
the attached coupons (if any) shall be payable solely from
the revenues that may be available therefor under the terms
of the Loan Agreenent, the Note and the Indenture 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 of the Municipality other than
the income revenues and funds to be received by the Municipality�
from the Company or the Trustee pursuant to the Loan Agreement,
the idote�or the Indenture. The Bonds shall contain a recital
that they are issued pursuant to Section 66.521 of the Wisconsin
Statutes. � - - �
6. EXECUTION AND AUTHENTICATIOiV OF BONDS. �The Bonds �
shall be executed on behalf of the Municipality by the facsimile
or manual signature of its Chief Executive, countersigned by
the manual signature of its Clerk and shall have iulpressed
thereon the corporate seal of the Municipality. The coupons,
if any, attached to the Bonds sha11 be executed by the facsimile
signatures of the said Chief Executive and Clerk. No Bond �
sha11 be sold unless first authenticated by the Trustee, to -
be evidenced by the manual signature of an authorized of£icer
o£ the Trustee on each Bond. �.
7. REGISTRATIOIQ OF COUPON BONDS. The couPOn Bonds shall
be fully negotiable and pass by delivery, but shall be subject
to registration as to principal on1y, in the name of the owner
on registration books to be provided for that purpose by the
?Lunicinality at the principal office of the Bond Registrar
in the manner provided in the Indenture. -
8. REDE"4PTION OF BOt7DS PRIOR TO MATURITY. The
Bonds sha11 be callable for redemption pzior to maturity
only as provided in Exhibit A attached hereto and hereby
made a part hereof.
Notice of the call for any redemption identifying
the Bonds to be redeemed shall be given (a) by publication
at least one time in a financial newspaper of general
circulation in the Borough of Manhattan, City and State of
New York, not less than thirty nor more than sixty days prior to
the redemption date, and (b) by mailing a copy of the redemption
notice by first class mail at least thirty but not more than
sixty days prior to the date fixed for redemption to the �
registered owner of each Bond to be redeemed at the address
shown on the registration books; provided, however, that
failure to give such notice by mailing as aforesaid or any
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defect therein, shall not affect the validity of any proceedic�gs
for the redemotion of Eonds. If all of said Bonds to be redeemed
are at the tine registered as to principal (except to beazer),
notice by mailing given by first class mail to the owner or
ov�ners thereof not less than thirty nor.mare than sirty days
p-rior to the date fixed for redernption shall be suf.`icient
and published notice of the call for redemption need not be
given. Prior to the date fixed for redemption, funds or
securities in which such funds are invested shall be placed
caith the Trustee to�pay the Bonds called for redemption and
accrued�interest thereon to the redemotion date and the premiun,
if any. Upon the 4appening o£ the above conditions, the Bonds
thus called for redemption shall cease to bear interest from
and after the redemption date, shall no longer be protected Uy
the Indenture and sha11 not be deemed to be outstanding under
the provisions of the Indenture. � .
. If, because of the temporary or permanent suspen-�.
sion of the publication or general circulation o£ any news- .
paper or financial publication or for any other reason, it is
imposyible £or impractical to publish such notice of call for
redenption in the manner herein provided, then such publica-
tion in lieu thereof as shall be made with the approval of the
Trustee shall constitute sufficient publication of notice.
� 9. APPROVAL OF BOND FORM, The Bonds and the cou-
pons attached thereto, if any, shall (with appropriate in-
sertions) be substantially in the form set forth in the
recital clauses of the Indenture. �
10. SALE OF BONDS. The sale of the Bonds to
Barcus, Kindred & Company, Incorporated for 96-1/2% of the
par value thereof plus accrued interest to the date of de-
livery is hereby authorized and approved.
11. CREATION OF CONS'LRUCTION FUND. There is hereby
created by the Dfunicipality and ordered estaSlished witl� the
Trustee, a trust fund to be designated �vith the names of the
Tiunicipality and the Company which shall be used to pay the
acquisition and construction costs of the Project and such
other costs in connection with the acquisition and construction
of the Project and the issuance and sale of the Bonds as are
pe?'mitted to be paici from the proceeds of the Bonds under
Section 66.521 and the Loan Agreement, There shall be de-
posited in said Construction Fund the entire proceeds re-
ceived upon sale of the Bonds less anp accrued interest paid
upon the sal.e of the Bonds. The�Municipality hereby authorizes
aed directs the Trustee to caithdraw sufficient funds from
said Constr.uction Fund pursuant to requisition of the Company
(as provided in the Indenture and Loan Agreement) to malce the
aforesaid payments as the same becomz duc, and payable. The
2.unicipality further authorizes the Trustee to transfer fron
the Construction Fund to the Bond Fund anv moneys which are
not needed for the purposes for which the Bonds are issued,
as provided in the Indenture.
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12. CREATZON OF BOND FUND. There is hereby created
by the i4unicipality and ordered established with the Trustee,
a trust fund to be designated with the name of tlie ?4unicipality
and the Cor.!oany cohich shall be used to pay the principal of, -
premium if any, and interest on the Bonds. There shall be
deposited into sai_d Bond Fund when received: (a) tne accrued
interest received upon the sale of the Bonds; (b) all payments
orovided in the Loan Agreement or the Note to be paid by the
Cospany directly to the Trustee for the purpose of paying the
principal of, premium, if any, and interest on the Bonds; and
(c) a11 other cioneys received or held Uy the Trustee under and
pursuant to any provisions of the Loan Agreer.tent or the
Indenture and which are required thereby to be placed in the
Bond Fund. bIoneys in said Bond Fund, except any moneys that
may remain therein after payment in fu11 of principal, premium,
if any, and interest, and other costs and expenses�in connection
with the administration of the Indenture, shall be used for the
payment, purchase on the open market, or redemption of the
Bonds at or prior to maturity and the payment o£ interest
thereon as provided in the Indenture. The i4unicipality hereby
authorizes and directs the Trustee to withdraco sufficient funds
from said Bond Fuad to pay the Bonds and the premium, if any,
and interest thereon as the same become due and payable or to
purchase Bonds on the open maxket as provided in the Loan
Agreement and the Indenture. �
13. COMPENSATION FUND. The Trustee shall establish,
when and as required in accordance with the Indenture, a
Compensation Fund: The Trustee is authorized to receive
➢ayments from the Company for deoosit in the Compensation Fund
as provided in the Loan Agreement and is further authorized
and directed to apply the moneys in the Compensation Fund in
the manner provided in the Indenture. .
14. APPOINTMENT OF TRUSTEE, BOND REGISTRAR AND
PAYING AGENT. First Wisconsin National Bank of Oshkosh,
Oshkosh, tdisconsin, is hereby apoointed and approved as
Trustee and Bond Registrar under the Indenture. First Wis-
consin National Bank of Oshkosh, Oshkosh, Wisconsin, is here-
by appointed and approved as paying agent for the Bonds un-
der the Indenture.
15. INVESTMENT OF FUNDS HELD BY TRUSTEE. Any
moneys held as a part of the Construction Fund or the Bond
Fund or any sales, insurance or condemnation loss acaard trust
funds may be invested and reinvested by the Trustee at the
direction of the Company in: (a) obligations issued or
guaranteed by the United States, (b) obligations issued or
guaranteed by any person controlled or supervised by and
acting as an instrumentality of the United States pursuant
to authority granted by the Congress of the United States,
(c) obligations issued or guaranteed by any state or political
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subdivision thereof, provided, however, that such obligations
are rated for investment purposes at not less than A by
Moody's Investors Services, Inc., or by Standard and Poor's
Corp. or at a comparable rating by another rating service of
comparable standing, (d) commercial paper rated not less
than prime-two by Moody's Investors Service, Inc., or not
less than A-2 by Standard & Poor's Corp „(e) prime finance
company paper, (f) banker's acceptances drawn on and accepted
by commercial banks having total assets in excess of $ZSO,OOO,UOU
(g) repurchase agreements secured by obligations issued or
guaranteed by the United States or an instrumentality thereof,
and (h) certificates of deposit issued by commercial banks
which are members of the federal reserve system and which
have total assets in excess of $250,000,000, All investments�.
shall be made for the account of the fund for which they
were acquired. .
16. IAAN AGREEMENT; NOTE. The Loan referred to
in paragraph 3 hereof shall be made by the Municipality
pursuant to the terms of the Loan Agreement. The Loan
Agreement shall require the Company to apply the proceeds
of the Loan to the acquisition and construction costs of
the Project and to the payment of the expenses incurred in
connection coith the issuance and sale of the Bonds. The Loan
Aoreement shall require the Company to cause the Project to
be completed; and if the proceeds of the Loan shall be
insufficient to pay the costs of completing the Project, the
Company shall nevertheless be obligated to complete the
Project and shall be responsible for paying the costs thereof
from other sources. .
The Loan shall be evidenced by the Company's
promissory note, dated January 1, 1975, payable to the order
of the Municipality in the principal amount of the Loan
(the "Note'�). The Note shall mature in such principal
installments and shall bear interest on its unpaid principal
balance at such rates per annum as shall be necessary to �
provide the Municipality with revenues sufficient to pay
cvhen due, the principal of, premium, if any, and interest
on the Bonds. The Note may be.prepaid subject to such �
limitations as are provided in the Loan Agreement.
If, however, the balance of available moneys in the Bond
Fund on any Bond principal or interest payment or redempti.on date
is insufficient to make the required payments, of principal,
premium, if any, or interest on the Bonds, the Company
shall be required to pay forthwith any such de£iciency to -
the Trustee for deposit into the Bond Fund.
The maintenance and repair costs tvith respect to ttie
Project and all taxes and utility charges in connection with the
Project shall be assumed by the Company under the Loan Agree:nent,
and accordinoly, the Municipality shall have no obligations with
respect thereto.
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The Company shall be required, at its expense, to
take out and conti.nuously maintain in e£fect durino the term
of the Loan Agreement insurance in the amounts and with the
coverages provided in the Loan Agreement.
In viecv of the useful life of the Project and o£
tne payments which the Company shall be required to nay
pursuant to the Loan Agreement, it is the finding and deter-
nination of this Governing Body that the Company shall not Ue
required to build un or maintain reserves for depreciation or
for maint2nancz and repair. �
]7. INDENTURE; SECURITY FOR PAYMENT OF BOnDS. 1he
Bonds shall be issued under the terms of the Indenture. The
Bondholders shall have a first lien (subject only to lien
of the Trustee for payment of its ordinary and extraordinary
expenses, in acting as trustee under the Indenture) on all
moneys held in the Bond Fund. As further security for the
payment of the Bonds, the Municipality shall irrevocably
pledge and assign to the Trustee (for the benefit of the ,
Bondholders) all of its right, title, interest and privileges
in, to and under the Loan Agreement and the Note. ,-
Subject to the provisions of the Indenture and upon
the occurrence of an Event of Default, the Trustee may proceed
to pursue any remedy and to enforce any and all rights of
the Tfunicipality under the Loan Agreement. .
....................... .. .
18. APPROVAL OF DOCUMENTS; AUTHORITY TO EXECUTE.
Definitive drafts of the following documents have been presented
to this Governing Body and are hereby approved with such appro-
priate insertions and modifications as shall not be inconsis- �
tent with the provisions hereof� Section 66.521 or the�form of
Bond set forth in the Indenture; �
(a) Loan Agreement, dated as of Jannary 1, 1975;
(b) Indenture of Trust, dated as of January 1, 1975;
(c) Preliminary Official Statement, dated
January 7, 1975;
The Chief Executive and Clerk are hereby authorized and di-
rected to execute, affix with the seal of the Municipality,
acknowledge whure appropr�iaCC an� deli_ver Che Loan Agceement
and the Indenture of Trust, in each case for and in the
name of the Municipality, and in each case with such changes
therein as sha11 not be inconsistent with the terms of this
Resolution and Section 66.521 and as shall be approved by
said officials, which approval shall be conclusively evidenced
by the execution and delivery of said documents. Unless �
pursuant to Section 66.521 a referendum shall be required
on the question of the issuance of the Bonds, the Chief
Executive and the Clerk are hereby authorized and directed
to execute, affix with the seal of the Municipality and
delivery the Bonds as herein provided.
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19. ELECTION UNDER THE INTERNAL REVENUE CODE.
The Municipality hereby elects to have the provisions of
Section 103(c)(6)(D) of the Internal Revenue Code of 1954,
as amended, applied to the issuance of the Bonds. The
Chief Executive, the Clerk, or either one of them are
authorized to execute and file, for and in the name of the
Municipality, such documents, as may be necessary or appro-
priate to effectuate said election.
20: ADDITIONAL DOCUMENTS. The Chief Executive and
Clerk of the Municipality and their authorized deputies and �
other officials of the Munici.paliry are hereby authorized to
prepare or to have prepared and to execute, file and deliver,
as appropriate, all such. other documents, opinions, certificates,
affidavits, and closing instruments as may be required by
Section 66.521 or by this Resolution or as shall be deemed
necessary or a3visable by said officials in connection with .
the issuance and sale of the Bonds. .
21. INCONSISTENT RE
CONDITIONS SATISFIED, �To the extent that any prior resolutions
of this Governin� Body are inconsistent cvith the provisions
hereof, this Resolution shall control and such prior resolu-�
tions shall be deemed amended to such extent as may be
necessary to bring them in conformity with this Resolution.
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EXHIBIT A
EXEMPTION PROVISIONS
[Pursuant to Paragxaph 8 of the Resolution
to which this Exhibit is attached and made
a part, the Bonds are callable for redemp-
tion prior to maturity as provided below]
1. Extraordinary Event Redemption. The Bonds shall
be subject to redemption prior to maturity upon the occurrence
of any of the following events together with the exercise by
the Company o£ its option to prepay the Note in full upon such
occurrence as provided in the Loan Agreement, in which case
the Bonds may be called for redemption prior to their stated
maturities, on any interest payment date, in whole but not in
part, at 100% of the principal amount of the Bonds so redeemed
plus accrued interest to the redemption date: .
(a) The Project or the Plant (as defined in
the Loan Agreement) shall have been damaged or des- �
troyed (i) to such extent that, in the opinion of the
Company expressed in a Certificate filed with the
Municipality and the Trustee following such damage or
destruction, it is not practicable or desirable to
rebuild, repair or restore the Project or the Plant
within a period of six consecutive months following .
such damage or destruction, or (ii) to such extent
that, in the opinion of the Company expressed in a
Certificate filed with the Municipality and the Trustee,
the Company is or will be thereby prevented from
carrying out its normal operations at the Plant for
a period of six consecutive months.
(b) Title to, or the temporary use of, all or
substantially all the Project or the Plant (as defined
in the Loan Agreement) shall have been taken under
the exercise of the power o£ eminent domain by any
governmental authority, or person, firm or corporation
acting under governmental authority such as�results
or is likely to result, in the opinion of the Company
expressed in a Certificate filed with the Municipality
and the Trustee, in the Borrower being thereby prevented
from carrying on its normal operations at the Plant
or results or is likely to result in rendering the
Project or the Plant, in the opinion o£ the Company,
unsuitable for use by the Borrower.
(c) As a result of any changes in the Constitution
of Wisconsin or the Constitution of the United States
of America or of legislative or administrative action
(whether state or federal) or by £inal decree, judgment
or order of any court or administrative body (whether
state or federal), the Loan Agreement shall have
Exhibit A, Page 1
become void or unenforceable or impossible of per-
formance in accordance with the intent and purposes
of the parties as expressed in the Loan Agreement,
or unreasonable burdens or excessive liabilities
shall have been imposed on the Municipality including
without limitation federal, state or other ad valorem,
property, income or other taxes not being imposed on
the date of the Loan Agreement.
(d) Changes in the economic availability of
raw materials, operating supplies or facilities
necessary for the operation of the Plant (as defined
in the Loan Agreement) or the ProjecC for the purposes
specified in the Loan Agreement shall have occurred
or such technological or other changes shall have
occurred which in the Company's reasonable judgment
render such Project or the Plant uneconomic for such
purposes. � .
(e) Any court or administrative body shall
enter a judgment, order or decree requiring the
Borrower to cease all or any substantial part of its
operations at the Plant (as defined in the Loan
Agreement) to such extent that, in the opinion of the
Company expressed in a Certificate filed with the
Municipality and the Trustee, the Company is or will
be thereby prevented from carrying on its normal
operations at the Plant. �
2. Mandatorv Sinking Fund Redemption. (a)
As and for a sinking fund for the retirement of the.Bonds
having a stated maturity of Janaury 1, 1990, the Municipality
shall cause to be deposit�d in the Bond Fund (from amounts�
paid by the Borrower pursuant to the Loan Agreement) at least
two business days in advance of each sinking fund redemption
date below specified, an amount sufficient to redeem (after
credit as provided below) the following principal amounts of
such Bonds or portions thereof on the dates specified, at �
100% of the principal amount of the Bonds to be so redeeme:i
plus accrued interest thereon to said sinking fund redemption
date.
Sinking Fund Redemption
Date
(Sanuary 1)
1986
1987
1988
1989
1990
Exhibit A, Page 2
Amount
$155,000
170,000
180,000
195,000
210.000
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� (b) The principal ambunt of Bonds to be redeemed
on any given sinking fund redemption date shall be reduced by
the principal amount of such Bonds which shall have been
redeemed prior to maturity (other than by operation of the
sinking fund) prior to the forty-fifth day next preceding said
sinking fund redemption date and which shall not previously
have been made the basis for such a reduction. At its option,
to be exercised prior to the forty-fifth day next preceding
any sinking fund redemption date, the Company, may cause
to be paid to the Trustee for deposit in the Bond Fund such
amount of funds as the Company may determine, with written
instructions to the Trustee to apply such funds prior to said
forty-fifth preceding day to the purchase of such Bonds on the
open market. The Trustee shall thereupon use all reasonable
efforts to expend such funds as nearly as may be practicable
in the purchase of such Bonds, with all unmatured coupons
.attached, at a price not exceeding the principal amount thereof
plus accrued interest to the date of delivery. As an alternative,
the Company, at its option to be exercised prior to the forty-
fifth day next preceding any sinking fund redemption date, may
itself purchase such Bonds on the open market (for any such
price as it sha11 agree to pay) and deliver the Bonds so
purchased to the Trustee for cancellation. Bonds maturing on
January 1, 1990, so�purchased by the Trustee or so purchased by
the Company and delivered to the Trustee for cancellation
prior to said forty-fifth preceding day shall thereafter be
credited at their principal amount, until the full amount
thereof has been so credited, against the next ensuing and
future mandatory sinking fund payments in chronological order
to the extent otherwise payable out of amounts thereafter
becoming due under the Note. Any such funds not so expended
by the Trustee for the purchase of such Bonds prior to said
forty-fifth preceding day shall be retained in the Bond Fund,
shall not thereafter be used for the purchase of Bonds and �
shall be applied as herein provided for moneys in the Bond Fund.
(c) She Trusee shall select by lot from all Bonds
having a stated maturity of January 1, 1990, and then out-
standing those Bonds or portions thereof to be redeemed by
operation of the mandatory sinking fund on each aforesaid
sinking fund redemption date. .
3. Mandatory Redemption. The Bonds shall be called
for mandatory redemption in whole upon the occurrence of a
tax violation in the manner provided in the Indenture.
4. Optional Redemption. Except as provided in
paragraphs 1, 2 and 3 above, the Bonds shall be non-callable for
redemption prior to January 1, 1985. The Bonds maturing on
January 1, 1990 (exclusive of those Bonds called for redemption
pursuant to paragraph 1 and 2 above), shall be subject to re-
der.mption by Municipality prior to maturity, in whole or in part,
on .lanuary 1, 1985, and on any interest payment date thereafter,
at 100% o£ the principal amount of Bonds so redeemed, plus ac-
crued interest to the redemption date, plus a premium (expressed
Exhibit A, Page 3
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as percentage of the principal amount of the Bonds so redeemed)
determined in accordance with the table below.
Redemption Dates Redemption Premium
January 1, 1985 and July 1, 1985 1-1/4%
January 1, 1986 and July 1, 1986 1 %
7anuary 1, 1957 and July 1, 1987 3/4%
January 1, 1988 and July 1, 1988 1/2%
January 1, 1989 and .Tuly 1, 1989 1/4%
5. Partial Redem�tion. If less than all of the
Bocds at anp time.outstandi.ng are to be called for redemption
prior to maturity, the Trustee shall call the Bonds in the �
inverse order of their stated maturities. If less than ail
of the Bonds of a particular maturity at the time outstanding
are to be called for prior redemption, the particular Bonds
o- such maturity or portions thereof to be redeemed shall
be selected by lot by the Trustce in such manner as t.he -
Trustee, in its discretion, may determine. The Trustee shall
call for redemption in accordance with the fore�oing provisions
as many Bonds as will, as nearly as practicable,� exhaust the
moneys available therefor. Particular Bonds shall be redeemed �
only in integral multiples of $5,000
ACTION OF THE COMMON COUNCIL:
Passed and dated January 16 , 1975
� L��(/I.�ZQ. �ko
City Cleric -
Approved Januarv 16 , 1975
City Mana,^,er
Exhibit A, Page 4
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I, Converse C. t4arks, being first duly sworn, do
hereby depose and certify that I am the duly appointed,
qualified and acting Clerk of the City of Oshkosh, in the
County of �Winnebago, State of Wisconsin, and as such I have
in my possession, or have access to, the complete corporate
records of said City and of its Common Council and officers;
that I have carefully compared the transcript hereto attached
with the aforesaid corporate records; and that said tran-
script hereto attached is a true, correct and complete copy
of all the corporate records in relation to the adoption of
Resolution No.
entitled:
RESOLUTION AUTHORIZING INDUSTRIAL DEVELOPMENT
BONDS ISSUE, SERIES A(SQUARE D COMPANY PROJECT)
WITNESS my hand and the corporate seal of said
City hereto affixed at Oshkosh, Wisconsin, this Sth
day of February , 1975.
C�'i�i�f�
Clerk
[SEAL OF MUNICIPALITY]
STATE OF WISCONSIN )
) SS
COUNTY OF WINNE�BAGO )
Subscribed and sworn to before�me this day, the
date last above written. .
i
� Notary ubl'c
My co�nission e pires:
[Notarzal Seal] �
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