HomeMy WebLinkAbout27393 / 74-35DEC 1 9197; � 3S RESOLUTION
RESOLUTION AUTFIORIZING INDUSTRIAL
DEVELOPMENT R�VENUE BOND ZSSUE
(OSHKOSH TRUCR CORPORATION PROJECT)
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GOVEPNIA:G BODY .
OF TIIE
CITY OF OSHI:OSH
RESOLUTION AUTAORIZING INDUSTRIAL
DEVELOPCfENT REVENUE BOND ISS[lE
(OSHKOSH TRUCK CORPORATION PROSECT)
WfIEREAS,.The CITY OF OSHKOSR (the "Municipality") �
is a municipal corporation organized and existing under and
�pursuant to the laws of the State of Tdisconsin and is�authorized
by Section 66.521, Wisconsin Statutes (hereinafter sometimes .
referred to as "Section 66.521"), to construct, equip, reequip,
acquire by gift, lease or purchase, install, reconstruct, �
rebuild, rehabilitate,� improve, supplement, replace, repair,
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 welfare of its inhabitants and to pxeserve
and enhance its tax base; and � .. ��.
� WHEREAS, the�Municipality is authorized by Section �
66.521 to issue industrial developnznt reveaue bonds payable � -
solely from income and revenues derived from revenue agreements;�
and
SJfiEP.EAS, Bonds and interest coupons issued under
authority to Section 66.521 shall not constitute an indebted-
ness of the Municipality within the meaning of any state �
constitutional provision or statutory.limitation, and sha11
not constitute, nor give rise to, a pecuniary liability oi
the htunicipality or a.charge against its general credit or
taxing powers; and � . . �
WfIEREAS, the Muaicipality has made the necesszry .-�
arrsr;zm=_r.ts coita Os4'.cosh iruck Corporatioa (thz "Con_paay"), .
a SJiscon�in corpor2tion and John P. Mosling ("Sorrowar") a
resideat of the State of Wisconsin, for the acquisition and
construction of thz Project (as hereinafter defined) loceted
in th2 Municipality from �ohich Project the Piunicipality will
receiv= substantial menicipal benefits, includiae, by way of
_1lustrati��n b�ut no` Li-:�ica�ioa: ..2intenanc= or incrcase :in
the cax base of the Piunicipality;�greacer support for educ2-
tional and municipal services; the stimulation of existing
an1 ne�a businesses and industries [aithin the Ptunicipality and
its eavirons; the stimulation oi private investmeat funds £rom
fi^=acial institutions; and the betterment oE the htunicipality�s
environmznt and econony; and .
� S•�kiEREAS, the Governing Body o£ the P:unicipality
adopted a resolution on Sune 6 , 1974, .�herein the
Municipality a�reed (upon conditions) to issue industrial
development revenue bonds to finance the Project; and
GTHEREAS, the acquisition and construction of the
Project by the Borro���er and the issuaace of the Bonds by
the ;funicipality, as herein recited 2nd provided, in the
judgmznt of this Governing Body, c•rill serve the intended
accomplistueznts and in all respects conforci to the provisions
and requirements of Section 66.521; �
� NOW, THEREFORE, BE IT RESOLVED BY THE GO�RNING
BODY OF THE MUNICIPaI.ITY, TNAT: _� , �
�� 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 preamble
hereto shall have tne following meanings unless the context
or use clearly indicates another or different meaning or
intent.
. (a) "Bond" or "Bonds" means the industrial �
development revenue bonds of the AIunicipality to
be issued hereunder. � �
.(b) �"Bond Fund" means the Bond principal 2nd
interes� fund created in the Indenture and authorized .
by paragraph 12 of this Resolution. .
(c) "Bond'nolder" or "holder" or "oc�ner of-the
Bonds" means the bearer of any Bond not registered as
to principal (or registered to bearer) and the regis- �
tered owner of any.Bond re�isterzd as to principal. -
(d) "Borrocoer" means John P. Mosliag of 3348
Fond du Lac Road,.Oshkosh, {Sisconsin 54901. �.
(e) "Chief Executive" uleans the City rlanager o£ the
Municipality. .
(f) "Co�pany" means Oshkosn iruck Corporation,
a Wisconsin corporation. � "
(g) "Construction Fund" means the fund created
in the Indenture and authorized bry naragranh 11 of
*_hz� ��soiu�io�. �
(h) "Coupoa" means any of the coupons issued �
hereunder evidencin� the semiannual installsents o£ �
interest on the applicable Bond or Bonds.
(i) "Event of De£ault" r2zns those events of .�
defaults specified 2nd defined in the�Indenrere. �
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(j) "Governing Body" means the :.uaicipality's
Co�non Council, its legislative body.
(k) "Guaranty Agreemeae" means tnat certain
guaranty agreement described in paragraph 18 of this
Resolution, dated as of November 1, 1974.
(1) "Loan" u�eans the loan described in paragraph
3 of this Resolution.
(m) "Loan Agreement" m=ans the loan agzeement.
described in paragraph 16 of this Resolution, dated
as of November 1, 1974, to be executed by and between.
the Borrower and the Municipality. -
��� (n) �"Indznture" means the Indenture of Trust � .
descrihed in paragraph 20 of this Resolutioa, dated -- �.
. as-of November l, 1974, to be executed by and between ���.- _
the Municipality and the Trustee,�pursuant to which �� �
�. the Bonds are to be issued, and other supplemental ����
. agreements with the Trustee in pursuance thereof. � � ,�.
.(o) "Lease" means the lease described in � �.
� paragraph 17 of this Resolution, dated as of November 1, � -
1974, to be executed by and between the Borrower �
and the Company. . � � "
� (p) "Mortgage" means the mortgage described in � �
paragraph 19 of this Resolutioa, dated as of November 1,"
1974, betc-reen the Borrower, as uzortgagor, and the � �
Municipality, as mortgagee. -�
(q) "Note" means the promissory note of the �
Borrower issued pursuant to the Loan Agrezment.
(r) "Project" means the interest in lands, �
buildin�s, structures and improvemeats, machinery,
equipment and o*_her facilities acquired or constructed
with the proceeds of the Bonds whicn together cospromise
zn indust:ial £acility useful in the cznufactu:ing of
nult_-dricz equipmen:.. . � .
-�(s) "Purchase Agreesent" means the bond purchase
agreement dated as of November 1, 1974, to be executed
by and ac!ong the i�funicipality and the initial Sond
P'1iC�[1352r �S� .
(t) "Section 6b.521" means Section 66.521 of
the 4Jisconsin Statutes, zs 2�znded.
(u) "Trustee" means the bza':: or trust cou�pzny
serving as trustee uader thz Indeature�and its successors
2nd any corporation resulting fzom or surviving any ..
consolidatioa or meroer to which it or its successors
may bz a party and any successor trus�ee at the tin..2
servin& as succ=_ssor trustee under the Indenture.
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2. FIC7DINGS. This Gcverning 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 �
including all costs in connection therewith pexmitted
to be financed with the Bonds under Section 66.521 is
not less than $1,000,000; � � .
�(d) that the rental payments to be made by
the Company under the Lease are sufficient to�pay
the principal of, premium, if any, and i.nterest
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 any outstanding
capital stock of the Company. � �
3. AUTHORIZATION TO BORROW AND TO LEND. The
Municipality shall borrow, but only in�the manner herein
recited, the sum of $1,000,000 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
$1,000,000 to the Borrower pursuant to the terms of the
Loan Agreement, which borrowing (the "Loan") shali be
evidenced by the Note of the Borrawer and which shall be�
guaranteed by the Company under the Guaran*_y Agreement.
4. DESIGi19TI0.i, DENOMINATIODI, �NOR AND MATURITY
OF BONDS CREATED FOR ISSUAPiCE. The Bonds sha11 be designated
CITY�OF OSHKOSH INDUSTRIAL DEVELO?t�NT RE�NUE BONDS, SERIES A
(OSHKOSA TRUCK CORPORATION PROJECT), and shall be in the principal �
amount of $1,000,000, sha11 tie dated November 1, 1974, and shall ,
mature and bear interest from their date as follows: ;
Maturity Interest
( ) Auzount Rate
5-1-75 $25,000 -0 3/4
11-1-75 30,000 "
5-1-76 30,000 "
11-1-76 35,000 "
5-1-77 30,000 "
11-1-77 35,000 "
5-1-78 35,000 "
11-1-78 35,000 "
5-1-79 40,000 "
11-1-79 35,000 "
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t4aturity Interest
( ) Amount Rate
Maturity
� )
5-1-80
11-1-80
5-1-81
11-1-81
5-1-82
11-1-82
5-1-83
11-1-83
5-1-8i
11-1-84
5-1-85
11-1-$5
5-1-86
11-1-86
5-1-87
11-1-87.
5-1-88
11-1-88
5-1-89
11-1-89
Amount
$30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
30,000
4�,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
40,000
10,000
Interest
Rate
7%
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Interest on the Bonds shall be payable on Tiay 1. , 1975 ,
and semiannually thereafter on the first day of each p(�.y
and Novelnber in each calendar year until paid. Both principal
of ar.d interest oa said Bonds shall be payable in lawiul
money of the United States of Amzrica at the principal office
of FIRST �dISCONSIV NATIONAL riANK OF OSH[:OSH
as paying aoent, and/or ac the office of any successor or
additional paying agent approved by the i4unicipality.
The Bonds sha11 be issuable as coupon Bonds in the
denonination of $ 5000 , The Bonds shall be numbered from
1 upcvard in the order of their maturities.
5. BOPIDS AS LIMITED OBLIGATIONS. The Boads and� -
the attached coupons (if any) sha11 in no event be or be -
considered a general-obligation or indebtedness of�the -- � �
Municipality, nor sha11 they consitute an indebtedness of
.. the Municipality, nor sha11 they give rise to any pecuniary �� .
liability of the Pluaicipality, nor shall they constitute a �
charge against the Municipality's general credit or taxing � �- _-
powers; the Bonds and the attached coupoas (if any) sha11 �
be payable solely from the revenues that may be available�. �-�
therefor under the tezms of the-Loan Agreemznt, the Mortgage, `
the Lease, the Guaranty Agreemznt and the Indenture and in . �
no event sha�ll the Bonds or the interest-thereon or any other� -� �.
costs or expenses in connection therewith or with th2 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 Borrower, the Company or the Trustee pursuant to the � �
Loan Agreement,�the Lease, the Guaranty Agreemeat, the t4ortgage �
or the Indenture. Th� Bonds shall contain a recital that�they .
are issued pursuant to Section 66.521 of the.P;isconsin Statutes-. -�-
6. EXECUTIOH AND AUTHEVTIC9TION OF BO�DS. Tne
Bonds shall be executed on behali oi tne riunicipality by
the facsimilz signature of its Chief Executive, counter--.
signed by the u�anual signature of its Clerk and sha11� �
have imQresszd thereoa the corporate seal oi the hiunici-
pality. The coupons, if any, attac4ed to the &onds shall
oe zr.ecuted by thz facs�_�i1e si�ratu.-=a of cne sa.id Cniz:
Execuciv=_ and C1erk. i;o Eonu saa2i bz sold unl2ss tirs�t
.authenticated by the Trustee, to b= evideac2d by the �
manual signature of an authorized officer of the Trustee
on each Bond. �
/. ?F.GT_5�32.TI02? OF d0:�5. The co�•,oa nonac
shall b=_ Eu11y n�bo�ie�le ar.d pass by deliver-y, but si�=_11
be subject to registrztion as to principal only, or as to
bo=h principal and interest, in the name oi the o:aaer on
re�istration boo?cs to be provide3 for that purpose by the
hiu=icipality at thz principal o_`fice of the Roa3 Registrar
in thz mann�r provided in the Indenture. -
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8. YEDEPSTION OF BOVDS PRIOR TO MATURITY. The
Bonds sha11 be callable for redenption prior to maturity
only as provided in Exhibit A attached hereto and hereby
made a part hereoP. �
Notice of the call for any rede�ption identifqing
the Bonds to be redee�ed shall be given (a) by publicatioa
at least one time in a financial newspaper oi general cir-
culation in the City of Oshl:osh , Wisconsin, metropolitan
area, not less than thirty days prior to the redemption .
date, and (b) by mailing a copy of the redenption notice by
first class mail at least thirty days prior to the�date .
fixed for redemption to the registered ocrner 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 defect therein, shall not affect the validity
of any proceedings for the redemption of Bonds. If all of said
Bonds to be redeemed are at the time registered as to principal �-
(excent to bearer), notice by mailing given by first class ��
mail to the o-wner or owners thereof not-7ess than thirty days ���-
prior to the date�.fixed for redemption shali�be sufficient ��--
.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� -�
--� with the Trustee to pay the Bonds called for redemption and �� -".--
accrued interest thereon to the redemption date and the pre- ��--
mium, if any. Upon the happening of the above conditions; --
the Bonds thus called for redemption sha�11 cease�to bear�in- �--
terest�from and after the redemp[ion date, sha11 no longer -_---
be protected by the Indenture and shall not be de2med to be -
outstanding under the provisions oi the Indeature. � -
If, because of the temporary or permanent suspen-
sion of the publication or general circulation of any ne;as-�
paper or financial publicatioa or For any other reason, it is
impossible or impractical to publish such notice of call for
redemption in the manner herein provided, then such publica-
tion in lieu thereof as shall be made with the approval of the
Trustee shall constitute suf£icient publication of notice.
9. AYPROVAL OF BOND rOR�. 3he Bonds and the cou-
pons attached thereto, if aay, sha11 (caith appropriate in-
sertions) be substantially in the form set forth in the
recital clauses of tne Indenture.
10. g�LE 0^ Tv HOiiDS. 'li:o sai� o` =he nortds b�
Tne �lmerican Banl:, Oshkosh, [Tisconsin; Western State Banlc� �
Osnkosh, SJisconsin; Winnebago County Bank (Omro and Winneconne,
SJisconsin; West Bank & Trust, Green Bay, Wisconsin; First [Sis-
consin Bank of Mayfair, Wauwatosa, Wisconsin; Marshall & Ilsley
Ee^',, Mil�aaulcee, Wisconsin; Manitowoc County Bank, Planitocooc�
Wisconsin; and Oshlwsh National Bank, Osh:cosh, Wisconsin for
itself and other par.ticipating banks for 100% of the par value
thereoi plus accrued interest to the date of delivcry is hereby
authorized and approved.
. 11. CREA'CIOP7 OF CO�STRUCTIOV FUND, 1'here is hereby
creared by th� i•iunicipslity and ordered established �aith the
_�_
Trustee, a trust fund to�be designated with the names of the
Municipality and the Company which shall be used to pay the
�acquisition and construction costs of the Project and such
other costs in connection caith the acquisition and construc--
tion of the Project and the issuance and sale of the Bonds as
are permitted to be paid from the proceeds of the Bonds
under Section 66.521 and the Loan Agreement. There shall
be deposited in said Construction Fund the entire proceeds
received upon sale of the Bonds less any accrued interest
paid upon the sale of the Bonds. The P4unicipality heYeby
authorizes and directs the Trustee to withdraw sufficient
funds from said Construction Fund pursuant to requisition
of the Borrower (as provided in the Indenture and Loan
Agreement) to make the aforesaid payments as the same become
due and payable. The Municipality further authorizes and �
directs the Trustee to transfer from the Construction Fund
to the Bond Fund any �oneys which are not needed for the
purposes for which the Bonds are issued, as provided in
the Indenture. � � �
� 12. CREATION OF BOND FUND, There is hereby created
by the Municipality and ordered established with the Trustee, .
a trust fund to be designated with the names of the Municipality ..
and-the Company which sha11 be used to pay the principal of,
premivm if any, and interest on the Bonds. There shall be �-.
deposited into said Bond Fund when received: (a) the accrued �.
interest received upon the sale of the Bonds; (b) all basic
rental payments specified in the Lease which are to be paid .
by the Company directly to the Trustee for the purpose of �
paying the principal of, premium, if any, and interest on .
the Bonds; and (c) all other moneys received or held by the �
Trustee under and pursuant to any provisions of the Loan
Agreement, the Lease, the Guaranty Agreement, the Mortgage or .
the Indenture and which are required thereby to be placed in
the Bond Fund. Moneys in said Bond Fund, except any moneys ��
that may remain therein after payment in £ull 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
of interest thereon as provided in the Indenture. The Munici-
pality hereby authorizes and directs the Trustee to withdr2w
from the Bond Fund, moneys sufficient to pay the principal of the
Bonds, and the premium, if any, and interest thereon as the same �
6ecome due and payable or to purchase Bonds on tte open market as
provided in the Loan Agreement and the Indenture.
13. RESERVE AND PROPERTY-INSIIRANCE AND AWARD FUNDS.
There are�hereby created by the Municipality and ordered
establiShed, if necessary, with the Trustee, funds in cahich
are to be deposited such net proceeds of certain sales�
insurance and condemnation awards as may be provided in the
Loan Agreement� the Lease and the Indenture, The Trustee
is hereby authorized to withdraw funds from said trust funds to
be applied as provided in the Loan Agreement and the Indenture.
14. APPOINTMENT OF TRUSTEE, BOND REGISTR4R AND
PAYING AGENT. FIRST WISCONSIN NATIONAL BANK OF OSHKOSH,
is hereby appointed and approved as Trustee and Bond Registrar
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under the Indenture. First Glisconsin National Bank of Oshkosh
is hereby appointed and 2pproved as paying agent for the Bonds
under 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 os condennation loss a�aard trust
funds may be invested and reinvested�by the Trustee at the
direction of the Borrower 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
subdivision thereof, (d) prime co�ercial paper, (e) prime
finance company paper, (f) banker's acceptances, (g) repurchase
agreements secured by obligations issued or guaranteed by the
United States or an instnmientality thereof� and (h) certificate
of deposit issued by conunercial banks wfiich are members of
the federal reserve system and which have combined capital,
suxplus and undivided profits of at least $5,000,000; provided,
however, tt�at investments in certificates of deposit may be
made in other banks insured under the Federal Deposit Insurance
Corporation if such certificates in each such bank sha11 not
total over $40,000,00. However, no investments sha11 be made
in the Trustee's own co�ercial paper or in banker's acceptances
issued by the Trustee or upon which the Trustee receives a �
commission or other compensation, A11 investments sha11 be
made for the account oi the fund for cahich they ivere acquired,
16,� LOAN AGREEIIENT; NOTE. The Loan referred to in
paragraph 3 hereof sha11 be made by the Tlunicipality pursuant
to the terms-of the Loan Agreement. The Loan Agreement sha11
require the Borro�aer 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 caith the issuance
and sale of the Aonds. The.Loan Agreement shall require the
Borrower to cause the Project to be completed; and if the pro-
ceeds of the Loan shall be insufficient to pay the costs of
completing the Project, the Borrower shall nevertheless be
obligated to complete the Project and shall be responsible for
payino the costs thereof from other sources.
The Loan sha11 be evidenced by the Sorrotver's promissory
note, dated November 1, 1974, payable to the order of the Muni-
cipality in the principal amount of the Loan (the "Note"),
The Note shall mature in siich principal installments and shall
bear interest on its unpaid principal balance at such rates per
annUr! as sha11 be n�cessa-ry to p-rovide the ^funicipa:!icy coith
revenues sufficient to pay cohen due, the principal of, premium,
if any, and interest on the Sonds. The IvTOte may be prepaid sub-
ject to such limitations as are provided in the Loan Agreement,
The Loan is being made to the Borrower based
prima=ily upon thc Company's ability to repay, Ther2fore,
the Eorrocver shall not be personally liable to repay the
Note e�cept from tYie revenues derived by the Borrawer from
�
��
leasin� the Projrct to �he Company under the terms ot the Lease,
The Note sha11 b:. secureci uy the Mortgaoe on the Yroject (as more
£ull.y described in Paragraph 19 hereof), and recourse against the
Borrocoer �vith respect to the Note and the indebtedness evidenced�
thereby shall be limited to the remedies provided in the Mortgage.
17. LtiASE. It shall be a condition to the issuance of the
13onds Uy tne Municipality that the Barro�ver shall lease the Project to
the Company pursuant to the Lezse. The term of the Leasc shall com-
mence upon its delivery and shall expire on the date provided in the
Indenture for the staCed maturity of the last Bond to mature, or if �
all the Bonds have not been fully paid or retired or provision for the
p2yment thereof made in accordance �vith the prwisions of the
Indenture, then on such date as such payment or such provision for
payment sha11 have been made. The Lease may be ter.ninated prior to
said e�cpiYation date in accordance �vith the provisions of the Lease,
but only if- the Bonds shall have been fiil.1y paid and retired or if
provision for the payment thereof shall have been made in accordance
with the provisions of the Indenture.
The Lease sha11 require the Company to nake basic rental
payments for the Project in the amount of $128,400.00 per year to be
paid by the Company commencing November, 1974, in equal monthly in-
stallments of $10,700,00 each, payable not less than two fu11 business
days prior to the expiration of the month in respect of cohich such
install.ment is being paid. The first payment of basic rent� however,
shall be payable substantially concurrently with the delivery of the
Lease, sha11 be for the installments of rent due in respect of each �
month from Nove�ber, 1974, to and including the month in �ohich the
Lease is�delivered, and sha11 be reduced by the amount received by the
Trustee as accrued interest paid upon tlie initial sale of the Bondso �
� A11 installments of basic rent payable in respect of the
months of November, 1974, through October, 1979, inclusive, sha11 be --
paid in immediately available funds directly to the Trustee (for the
account of the Municipality) and sha11 be deposited into the Bond Fund,
Commencing caith the monthly installment of basic rent payable in
respect of the month of�November, 1979, and continuing for the duration
of the term of the Lease, all installments of basic rent shall be paid�--
directly to the Trustee in i�nediately available iunds and sha11 be �
apportioned to be applied by the Trustee as follo�os•
FIRST: The Trustee sha11 deposit into thz Bond
Fund that portion of each such monthly installment which
is equal to one-sixth (l/6th) of the aggregate amount
due as principal and interest on thz Bonds oe th2 netit
foliowino Interest Payn2nt Date, Any amounts in the Bond
Fund on any May 15 or November 15, commencing November 15,
1979, shall be credited agai.nst installments of basic
rent in the manner provided in.the Lease.
SECOND: Tne Trustee shall nay thz bat_a.ce, i�_F
any, oP each such monthly insCallment (remaining aLter
depositing the required portion into the Bond Fund as
described above) to the Rorrower in such nanner as the
Borrower may reasonably request.
If, however, the balance of available moneys in the Boad Fund
on any Bond principal or interest payment date is insufficient
to make the required payments of principal, premium, iL any, or
intcrest on the Bonds, the Company shall be required to pay forthuiith
an}� such d�_ficiency to tiie Trust.e for deposit in[o the Bond Fund
as additional basic rent� .
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The maintenance and repair costs with respeet to
the Project and all taxes and utility charges in connection
with the Project sha11 be assumed by the Co.r.pany under the
Lease, and accordingly, the t�funicipality shall have no
obligations with respect thereto.
The Company shall be required, at its expense,
to ta�e out and continuously maintain in effect during the
term of the Lease insurance in the �ounts and with the
coverages provided in the Lease. . �
In view of the useful life of the Project and of .-� ��
the basic rental payments which the Company sha11 be�required �
to pay, it is the finding and determination of this Governing -
. Body that neither the Borroaer nor the Company sha11 be -.-.
� required to build up or maintain reserves for depreciation -�
or for maintenance and repair. � � - .�-
18. GUARANTY AGREEMENT. Since the Loan is being .-
made to the Borrower based upon the Company's ability to - �
repay and since the Project wi11 be leased to the�Company -�
under the Lease, the issuance of the Bonds by the Municipality �
is. hereby conditioned upon the execution by the Comnany of �
the Guaranty Aoreement pursuant to which the Company sha11
- unconditionally-guarantee to the Municipality tne due and . -�
punctual pa}^.nznt of the principal of, premiuci,'if any, and - .���.
interest on the Note. � . .
19. MORTGAGE. As security for payn2nt of the Note �-� ��
and the performance of the�Borrower's otiligations-under the .� ��
Loan Agreement, the Borrower shall execute and deliver to �� --
the Municipality a i4ortgage which shall constitute:� - � ��
(a) a first mortgage oa, and security interest
in, the Project, subject only to�"Perciitted �. .
Encumbrances" as d2iined inthe Loan - � --
Ag,rez�-,art: .
{b) an assignment and pledge of a11 of the -
Borrower's right, title, interest and - � �
privilegas in, to-and under the Lease, - �
including a11 basic rental paycients to � �.
bz . a�e b� _he Co.-.�a�, y c��e�__-:d�r,
(c) such other security as sha11 be provided �
for in the Mortgage. �
20. IPIDE`TGRE; SECURITY FOR PAYhIE�iT OF BOVDS_ The
Bon�; sha11 be issued undar the terns o£ the Indentare. Th�
Bon.'..`.olders shall have a first liea (subject only to liea
of t:-e Trustzz for paq�!ent of its ordinzry aad extrao:dinary
expz�ses, in actin; as trustee under the Ind�ature) on all
-10-
moneys held in the Bond Pund, As further security for the
payment of the Bonds, the Municipality sha11 irrevocably
pledge and assign to the Trustee (for the benefit of the �
Bondho7ders) a11 0£ its right, title, interest and privileges
in, to and under the L,oan A�reement, the Note, the GuaranCy
Agre�ne�t and the Mortgage.
Subject to the provisions of the Indenture and upon
the occurrence of an Event of Default, the Trustee may proceed
to pursue any rcmedy and to enLorce any and all rights of
the Municipality under any one or more of the Loan Agreement,
the Mortgage and the Guaranty Agreement.
21, APPROVAL OF POCUMENTS; AUTHORITY TO EXECUTE.
Definitive drafts of the follocaing docvments have been presented
to this Governing Body and are hereby approved with such appro-
priate insertions and modi£ications as sha11 not be inconsistent
with the provisions hereof; Section 66.521 or the form of Bond
set forth in the Indenture;
(a) Bond Purchase Agreement•
(b) Loan Agreement; �
(c) Lease;
(d) Guaranty Agreement•
(e) Mortgage; �
(f) Indenture of Trust.
The Chief Executive and C1erk are hereby authorized and directed
to execute, affix �oith the seal of the Municipality, acknoaledge
where appropriate and deliver the Bond Purchase�Agreement, the
Loan Agreement, the Guaranty Agreement and the Indenture of
Trust� in eacl� case with such cl-;anges .tnerein as sha11 not be
inconsistent with the terms of this Resolution and Section 60.521
and as sha11 be approved by said officials, which approval shall.
be conclusively evidenced by the execution and delivery of said
docianents. The Chief Executive and the C1erk are hereby autho-
rized and directed to execute, affix with the seal oi the Mun:i-
cipality and deliver the Bonds as herein and in the �ond Purchase
Agreement provided, The forms of the Lease and the Mortgage are
hereby approved with such changes therein as shall not be incon-
sistent �oith the terms of this Resolution and Section 66,521
and as sha11 be approved by the Chief E�ecutive, which approval
sna11 be conclesively evidenced b� che esecution 2ad delivzry of
the Indenture.
22. ADDITIONAL DOC(TMENTS, The Chief Executive and
Clerk oi the Municipality and their authorized deputies and
other officials of the Municipality are her.eb� au�horized to -
prep?re or :o 'eave prepsred and to eaecute, file and delicer, as
appropriate, a11 such other docU.-nents, opinions, certificates,
affic2vits, and closing instruments as may 6e required by Section
60�521 or by this Resolution or as shall bz deemed necessary or ad-
visab=e by said officials in connection caitn the issuance and
sale o_ the Bon�ls.
-11-
23. ISSUACiCE SdITNOUT ELECTION; PUBLIC9TION OF
NOTICE. On Auoust 19, 1974, the follocoing notice was �
published in the Oshkoah Daily Northcaestern,�and a certified
copy mas filed (on Auoust 23, 1974) with the Secretary of the
Department of Business Development of the State of Wisconsin
within�l0�days following publication of the notice:
N01ICE TO ELECTORS �
OF THE
CITY OF OSHKOSH .
WINNEBAGO COUNTY, WISCONSIN
� TAKE NOTICE that the Common Council of the � �.
City�of Oshkosh, Sdinnebago County, Wisconsin �� .
(the "City"), at a meeting held June 6 � 1g74,
adopted a resolution authorizing the issuance of . �
$1,000,000 principal amount�of CITY Or^ OSHKOSH ��
INDUSTRIAL DEVELOPMENT REVENUE BONDS (OSHICOSH �.
. TRUCK CORPO:2ATION PR0.7ECT) pursuant to Section - .
66.521 of the Wisconsin Statutes, as amended. -.� -
The Bonds are for the purpose of financing . �
an industrial Project comprised of land, 6uilding, .
�- equipment and eite i�provements to be located in ���
the City. The proceeds of the Bonds are to be
loaned to John P, t�Iosling of 3348 Fond du Lac Road,
Oshkosh-, 47isconsin:54901, pursuant to the- terms of .-
a Loan Agreement to be entered into with the City.
The Loan Agreemeat requires John P. Mosling to
� co�Qlete tne construction of the Project and to
lezse the Project to Oshkosn Truck Corporation,
a[•7isconsin corporation, for use in its business
of the distribution of parts and the warehousing _
o£ co�ponents and related ite�s for the production �.
and s�r-v=cin; oi nea�ry dury tranapo=_stioa equip�znt.
Tne Loan wi11 not be a personal oSligation of John P.
24osli¢g, but rather wi11 be secvred by a mortgage on
the Project and cai11 be guaranteed by Oshkosh Truck
� Corporatioa. The Lease requires the paynent of basic
rentals in aroents suf£icient to retiro ,7ohn P. Moslino's
,.�an �rom. �_._ Ci_y, 2nd, _,. *_u'n to ?a; ;:-.z� dc_ the
principal o£, premium, if any, and interest on the Bonds.
THE BOPiDS I•IHEV ISSU2D t•IILL BE LIMITED OBLIGAIIONS
UF 1HE CTTY, PAYAnLE SOLELY OUT OF T'tiE R: VEiiUES
DEAIVED I�RQ�I THF. LOA*; AG?WEt��NT, THE LE15E AND AGREE-
.��[dTS SF.CURI2IG REPAYP�t27T_ OF THE LOAN. �{E BONDS SN�LL
VOT CO�iS'TITUTE At7 INDEBTEDNESS 0�' THu CITY IdTTHI:I THE
P�:ANIivG OF A\Y STAYc COtdSTITUTIONAL PROViSiO� 08
S3AiUTOP.Y LIi3STA3:C0:d, Ai�ID SH.4I,L NOT CONSTITUTc NO2
CL6'E R_S?�. TO A YGCU.tIABY LI9BIL�PPY OF i'F[E CIiR OR A
C:'vARCE 6G3I[JST ITS CENC:�1L CREDIT OB iAXIPiG PO:,��RS.
i�.
The a£oresaid resolution of the Cortc�!on Conncil
of the City may be inspected by aay elector of the
City at the office of the City Clerlc, 215 Church
Avenue, Oshkosh, Ldisconsin, during business hours.
TAKE PURTFiEB NOTICE 3I�4T TiiE ELECTOBS OF THE �
CITY hfAY PETITION FOR A REFERENDU�f 0:1 TfIE Qt7cSTI0N
OF THE BOYD ISSUE. The Bonds will be issued without
submitting the proposition to the electors o£ the
City for approval unless within 30 days from the
date of this publication of this t�Iotice, a petition
_ signed by not less than 5% of the registered electors
. of th2 City is filed with the Clerk o£ the City �
requesting a referendw-n upon the�question of the �
issuance of the Bonds. If such petition is timely �
_. .._.. filed,-the Bonds shall not be issued until approved ���
by a majority of the electors of the City voting �� �
. .. thereon at a general or special election. � � .
BY ORDER OF TAE
CITY OF OSHKpSH �
Published August 19,1974 /s/ Converse C, hIarks -�
. � � � City Clerk
The C1erk shall ir.snediately file a certified copy of
this $esolution with the Secretary aF the Dzpartment.
of Business Development of the St2te of [disconsin
24. TNCONSISTENT RESDLUTIOVS ADiEN�iED; PRIOR CONDI-
TIONS SATISFIED_. To the extent that any prior resolutions
of this Governing Body are inconsistent wi.th the provisions�
hereof, this Resolution sha11 control and such prior resolu-
tions sha11 be deLn�d amer.ded to such este�t as nay be
neceasary to br;no �nem ia confo_lnity ��ricn this ,^,esolution.
-13-
EXHIBIT A
REDE[4PTION PROVISIOiVS .
[Pursuant to Paragraph 8 of the P.esolution
to �ohich 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 tvith
the exercise by the Borrower of its option to prepay the Note
in full upon such occurrence as provided in the Loan Agreement,
in tahich 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 damage or destruction of the Project
to the degree specified in the Loan Agreement;- or
(b) the condeanation of the Project to the .
degree s_pecified in the Loan Agreement; or .- ��.
-{c) the-Project is adjudged to be a public ��
nuisance or its operation is_.enjoined as specified -
in the Loan Agreement; or � . �
(d) as a result of any changes in the - �
Constitution of the State of Wisconsin ot the
�Constitution of the United States of America or
of legislaCive or administrative ac[ion (whether���.
state or.federal), or by final decree, judgm2nt .
or order of any court or administrative body
(�ohether state or federal), the Loan Agreement
shall have become impossible of,periormance in
accordance caith the intent and purposes of the �.
parties expressed therein, or unrezsonable burdens-
or 2xczsaive liabilities sna11 havz be=n i�oo�ed
on ihe t�funicipality including i�rithout limitation
federal, state or ad valorem, property or inco�ne
taxes not in esistence as of the date of the Loan
Agreement. - _
"l ��ato-7 2zde^o:io*,. T_�?*� sh�11 c= � e,a�_.^�t�r�
redemptioa oi Eioada prior to thair stated naturities, at
100 '/, of the principal amount of the Bon3s so redee�zd plus
accrued interest to th� redemption date, in th2 event that:
(a) the interest payable on a�ny of tne Bonds sha11 be ia-
cludaSle in the gross income of a holder thereo£ other than
a hoid�r who is a"suSstantial usez" of the Project or a
"rel=_�ed person° as such ter�s zre uszd in Section 103(c)(7)
of tce Interr.zl Revznue Code of 195+, as a*aenced, and (b) the
Eorrc:,-er is oblig2tec to prepay the Plote as p,rovided in the �
Loan _�.,,reement.
!i::hi.b:i.t A, Page 1
3. Optional Redemption. Except as provided in
paragraphs 1. and 2, above, the Bonds shall be non-callable
for redemption prior to November 1, 1979. The Bonds maturing
on or after May 1, 1980 (exclusive of those Bonds maturing
for redemption pursuant to paragraphs 1. and 2, above), shall
be subject to redemption by the Municipality prior to maturity,
in whole or in part, on November 1, 1979, and on any interest
payment date thereafter, at 101% of the principal amount of
Bonds or portions thereof so redeemed, plus accrued interest
to the redemption date.
4. °artial Redemption. If less than all of the
Bonds at any time outstanding are to be called for redemption
prior to maturity, the Trustee sha11 call the Bonds in the
inverse order of their stated maturities. If less than all
of the bonds of a particular maturity at the time autstanding
are to be called for prior red�ption, the particular Bonds
of such maturity to be redeemed sha11 be selected by lot by
the Trustee in such manner as the Trustee, in its discretion,
may determine. The Trustee shall call for redemption in
accordance with the foregoing provisions as many Bonds as
wi11, as nearly as practicable, exhaust the moneys available
therefor. Particular Bonds shall be redeemed only in the
principal amount of $5000 each.
ACTION OF THE COMMON COUNCIL:
Passed and dated December 19, 1974.
City C1erk
Approved December 19, 1974
ty Manager
Exhibit A, Page 2
I, Converse C. Marks , being first duly
sworn, do hereby depose and certi£y 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 Co�on Council and officers; that I
have carefully compared the transcript hereto attached with the
aforesaid corporate records; and that said transcript hereto
attached is a true, correct and complete copy of all the corporate
records in relation to the adoption of Resolution No. 35
entitled:
RESOLUTION AU�dORIZING INDUSTRIAL DEVELOPMENT
BOND ISSUE (OSHKOSH TRUCK CORPORATION PROSECT)
WITNESS my hand and the corporate seal of said
City hereto affixed at Oshkosh, Wisconsin, this
day of Dece�ber , 1974.
Clerk
[SEAL OF MUNICIPALITY]
STATE OF WISCONSIN )
) SS
COUNTY OF WINNEBAGO)
Subscribed and sworn to before me this day, the
date last above written. �
Notary Public
My co�ission expires:
[Notarial SealJ
. . . . _ .. .. . . __.._---- �
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