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HomeMy WebLinkAboutS3-80 Ordinance S3-80 ORDINANCE OF THE CITY OF ELGIN , KANE AND COOK COUNTIES , ILLINOIS AUTHORIZING THE ISSUANCE OF ITS $850,000 INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES A OF 1980 (REFRACTORY PRODUCTS CO. PROJECT) , AND PROVIDING FOR THE RIGHTS OF THE HOLDERS THEREOF , AND FOR OTHER RELATED PURPOSES WHEREAS , the City of Elgin , Kane and Cook Counties , Illinois is a political subdivision of the State of Illinois and home rule unit under Section 6(a) of Article VII of the 1970 Constitution of the State of Illinois and as such home rule unit duly adopted on March 8 , 1978 Ordinance No. S2-78 entitled "City of Elgin Economic Development and Pollution Control Revenue Bond Enabling Ordinance" (the "Act" ) , authorizing and empowering the Issuer to finance the acquisition , construction and equipping of Economic Development Projects (as defined in the Act ) located within the Issuer ' s corporate boundaries or within ten miles of such corporate boundaries (but not in any other incorporated municipality) by issuing its bonds for the purpose of making secured or unsecured loans to others to provide funds for the costs of the acquisition and equipping , by construction , purchase , lease or otherwise , of such an Economic Development Project ; and to secure the payment of such bonds by a pledge of the income and revenues derived from the financing of such project to the end that the Issuer may be able to encourage the increase of industry and create or retain employment opportunities in or near the City of Elgin, Kane and Cook Counties , Illinois ; and WHEREAS, the Issuer has made the necessary arrangements with Refractory Products Co. , an Illinois corporation (hereinafter sometimes referred to as the "Developer" ) , for financing the acquisition , construction and equipping of an Economic Development Project which will be used by the Developer as manufacturing , warehousing and office facilities (hereinafter sometimes referred to as the "Project" ) in the City of Elgin , Kane and Cook Counties , Illinois , and thereby create or retain employment opportunities , all in furtherance of the purposes expressed in the Act ; and WHEREAS , to provide for the financing of the Project the Issuer intends to issue and sell its "Industrial Development Revenue Bond , Series A of 1980 (Refractory Products Co. Project ) in the principal amount of $850,000 (the "Series A Bond" ) to The Life Insurance Company of Virginia, a Virginia corporation (the "Purchaser" ) pursuant to the terms of the hereinafter mentioned Bond Purchase Agreement ; and WHEREAS , there has been presented to this meeting a Loan Agreement to be dated as of February 1 , 1980 (the "Loan Agreement" ) between the Issuer and the Developer whereby the Issuer agrees to lend to the Developer the proceeds of the Series A Bond to finance the Project and the Developer agrees to secure payment of the Series A Bond by executing a Mortgage and Security Agreement , and an Assignment of Rents and Other Income with respect to the Project , any leases thereof and the income derived therefrom , financing statements and other documents as may be required by the holder of the Series A Bond from time to time (the "Security Instruments" ) ; and WHEREAS, there has been presented to this meeting a Bond Purchase Agreement to be dated as of February 1 , 1980 (the "Bond Purchase Agreement" ) between the Purchaser , the Developer and the Issuer ; and WHEREAS, the loan to the Developer by the Issuer will be evidenced by the Developer ' s Series A Promissory Note (the "Note" ) from the Developer to the Issuer in the principal amount of $850 ,000 and providing for the payment of the principal of and premium , if any, and interest on the Note at such times and in such amounts as to at all times be sufficient and available to pay principal of and premium, if any , and interest on the Series A Bond when due ; and WHEREAS , the Series A Bond in registered form without coupons and the form of assignment thereof are to be in substantially the following forms with appropriate variations , omissions and insertions as are permitted or required by this Ordinance : -2- (FORM OF SERIES A BOND) UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN Industrial Development Revenue Bond , Series A of 1980 (Refractory Products Co. Project ) The City of Elgin , Kane and Cook Counties , Illinois , a political subdivision of the State of Illinois and a home rule unit pursuant to Section 6 (a) of Article VII of the Constitution of the State of Illinois (the "Issuer" ) , for value received , hereby promises to pay , solely from the source and as hereinafter provided , to , or registered assigns , by good and sufficient check or draft (subject to collection in full prior to any credit therefor) delivered to the registered owner hereof at his address as it appears on the registration books kept by the City Clerk of the Issuer , as Registrar , or at such other address as the holder hereof may from time to time designate to the Issuer , the Registrar and the Developer in writing , the principal sum of EIGHT HUNDRED AND FIFTY THOUSAND DOLLARS ($850 ,000) together with interest from the date hereof on the principal balance from time to time unpaid hereon at the rate of eight and one-half per cent (8-1/2%) per annum, except as hereinafter provided in the Ordinance in the event of a determination of taxability or during a period of default. Principal and interest on the Series A Bond shall be paid on the first day of each month , commencing on the first day of May, 1980 and continuing on the first day of each month thereafter in 324 consecutive monthly installments with the first 323 installments to be in the amount of $6 ,705.00 and the final installment to be in the amount of the then remaining unpaid balance of principal and interest hereon ; provided , however , that the first such installment shall be increased by the amount of interest accruing but unpaid from and after the date of delivery thereof to and including March 31 , 1980. No notation is required to be made hereon as to the payment of any principal or interest . HENCE THE FACE AMOUNT -3- • OF THIS BOND MAY EXCEED THE PRINCIPAL SUM REMAINING OUTSTANDING AND DUE HEREUNDER . This Bond constitutes the entire issue of the $850,000 City of Elgin , Kane and Cook Counties , Illinois Industrial Development Revenue Bond , Series A of 1980 (Refractory Products Co. Project) (the "Series A Bond" ) , authorized and issued under an Ordinance adopted by the Issuer on , 1980 (the "Ordinance" ) , pursuant to and in full compliance with the Constitution and laws of the State of Illinois , particularly Ordinance No . 52-78 entitled "City of Elgin Economic Development and Pollution Control Revenue Bond Enabling Ordinance" (the "Act" ) , for the purpose of funding a loan by Issuer to Refractory Products Co. , an Illinois corporation (the "Developer" ) , for the purpose of paying the costs of acquiring , constructing and equipping an Economic Development Project (as defined in the Act ) consisting of real estate , buildings , equipment , machinery and other facilities in connection therewith for use by the Developer as manufacturing , warehousing and office facilities (the "Project" ) in the City of Elgin , Kane and Cook Counties , Illinois , and the payment of necessary costs incidental thereto , so as to further the purposes and policies of the Act by creating or retaining employment opportunities in the City of Elgin, Kane and Cook Counties , Illinois . The terms and conditions of the acquisition, construction and equipping by Developer of the Project , the loan of the proceeds of the Series A Bond to Developer for such purposes , and the repayment of said loan are contained in a certain Loan Agreement , dated as of February 1 , 1980 (the "Agreement" ) , between the Issuer and the Developer . The Agreement and the Developer ' s Series A Promissory Note , of even date herewith , in the original principal amount of $850 ,000 (the "Note" ) , and the proceeds thereof , evidencing its indebtedness under the Agreement , and all amounts payable thereunder (except certain rights of the Issuer with respect to indemnification under Section 6.7 thereof ) , will be assigned to the Bondholder to secure payment of this Series A Bond . Reference is hereby made to the Ordinance and the Agreement and to all supplements thereto for the provisions , among others , with respect to the rights , duties and obligations of the Issuer and the Developer , the terms upon which the Series A Bond and the Note are issued , the rights of the holder of the Series A Bond and provisions for defeasance of such rights . If at any time the holder of this Series A Bond shall determine, subject to the provisions of the Ordinance , that it is required to treat all or any part of any payment of interest on this Series A Bond as subject to any Federal tax -4- imposed upon or measured by income (except solely as the result of the holder being deemed a "substantial user" of the Project or a "related person" , within the meaning of Section 103(b) (8) of the Internal Revenue Code , which exception shall not be applicable if the holder is a "substantial user" or "related person" thereof as the result , primarily or wholly , of a default by the Developer under Section 6. 11 of the Agreement ) , the interest rate on this Series A Bond shall , as to all payments so deemed to be subject to such tax , irrespective of whether such payments may have theretofore accrued or any amounts paid with respect thereto , be automatically increased to ten and one-half per cent ( 10-1/2%) per annum and any amount of interest past due by reason of such determination shall thereupon become immediately due and payable as provided in the Agreement . In such event the monthly installments of principal and interest payable hereunder shall be increased so as to amortize fully the then outstanding principal amount of this Series A Bond at such taxable interest rate over the remainder of the original 324 principal installments hereof as provided in Section 204(c ) of the Ordinance . This Series A Bond may also be called in full by the holder hereof in the event of such determination of taxability pursuant to the Ordinance . To secure payment of this Series A Bond the Developer has executed and delivered to The Life Insurance Company of Virginia , as mortgagee , a Mortgage and Security Agreement and an Assignment of Rents and Other Income , with respect to the Project , any leases thereof and the income derived therefrom , and has agreed to execute and deliver such financing statements and other documents as may be required by the holder of this Series A Bond from time to time to secure the payment hereof (the "Security Instruments" ) . During any period of default hereunder or under the Ordinance or any of the Security Instruments , the entire unpaid principal amount of this Series A Bond, at the option of the holder of this Series A Bond, shall bear interest at the rate of three per cent (3%) per annum in excess of the rate that would then be in effect hereunder if no such default had occurred. This Series A Bond may not be called for prepayment by the Issuer except as provided herein and in the Ordinance. Upon the occurrence of certain events (including a determination of taxability, as aforesaid) specified in the Ordinance , this Series A Bond is subject to required prepayment in full , or in part in inverse order of principal maturity, upon payment -5- • of the principal amount thereof so to be prepaid plus accrued interest thereon to the prepayment date and such other amounts , if any, as may be required by the Ordinance. Notwithstanding the provisions of the immediately preceding paragraph , the holder of this Series A Bond is hereby granted the option of accelerating on March 1 , 1995 the entire unpaid principal balance hereof , together with accrued interest thereon , by mailing written notice of such acceleration to the Issuer and the Developer on or before December 1 , 1994. Following such mailing , the unpaid principal balance hereof , together with all accrued interest thereon, shall become due and payable on and shall be paid on March 1 , 1995. This Series A Bond is not prepayable at the option of the Issuer on or before March 1 , 1990 , except as provided in the Ordinance. Thereafter , upon such notice as is required by the Ordinance , this Series A Bond may be prepaid in whole (but not in part ) , at the option of the Issuer to be exercised upon the direction of the Developer , on any principal and interest payment date upon payment of the following amounts , expressed as a percentage of the outstanding principal amount of this Series A Bond , plus accrued interest to the prepayment date : 105 .0% if prepaid April 1 , 1990 to March 31 , 1991 , inclusive ; 104. 5% if prepaid April 1 , 1991 to March 31 , 1992 , inclusive ; 104. 0% if prepaid April 1 , 1992 to March 31 , 1993 , inclusive ; 103. 5% if prepaid April 1 , 1993 to March 31 , 1994 , inclusive ; 103.0% if prepaid April 1 , 1994 to March 31 , 1995 , inclusive ; 102 . 5% if prepaid April 1 , 1995 to March 31 , 1996 , inclusive ; 102.0% if prepaid April 1 , 1996 to March 31 , 1997 , inclusive ; -6- • 101 .5% if prepaid April 1 , 1997 to March 31 , 1998 , inclusive ; 101 .0% if prepaid on April 1 , 1998 or thereafter. This Series A Bond is also subject to optional prepayment solely in the discretion of the Developer and upon such notice as is required by the Ordinance in part on the first day of any month occurring on and after April 1 , 1980 at a price equal to 100% of the principal amount thereof to be prepaid , plus accrued and unpaid interest thereon to the date fixed for prepayment , without premium ; provided that the aggregate amount of all such prepayments during any calendar year shall not exceed S85 , 000 and this privilege of making a partial prepayment without premium shall not be available during any calendar year in which this Series A Bond shall be prepaid in full . In the event of a partial prepayment of principal of the Series A Bond permitted or required hereby , such payment shall be applied to the payment of the unpaid principal amount of the Series A Bond in inverse order of maturity and the amount of each of the installment payments of principal and interest due on the first day of each month thereafter shall not be reduced by reason of such partial prepayment . This Series A Bond , the premium , if any, and the interest hereon are limited obligations of the Issuer payable by the Issuer solely from the revenues derived by the Issuer from the financing of the Project , which revenues have been pledged and assigned to the holder of this Series A Bond to secure payment thereof . This Series A Bond , the premium , if any, and the interest hereon shall not be deemed to constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against the general credit or taxing powers of the Issuer , or a debt or a pledge of the faith and credit of the State of Illinois or any political subdivision thereof , including the Issuer . NEITHER THE STATE OF ILLINOIS NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER , SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THIS SERIES A BOND OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES , RECEIPTS AND PAYMENTS PLEDGED THEREFOR , AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, -7- IF ANY, OR INTEREST ON THIS SERIES A BOND OR OTHER COSTS INCIDENT THERETO. The registered owner of this Series A Bond shall be entitled to enforce the provisions of the Ordinance and to institute action to enforce the terms , covenants and conditions thereof and to take any action with respect to any Event of Default under the Ordinance and to institute , appear in or defend any suit or other proceeding with respect thereto , and to take such other action as provided in the Ordinance or as may otherwise be permitted by law or in equity. In certain events , on the conditions , in the manner and with the effect set forth in the Ordinance , the principal of this Series A Bond may become or may be declared due and payable before its stated maturity , together with accrued interest thereon. Modifications or alterations of the Ordinance and the Agreement , or of any supplements thereto , may be made only to the extent and in the circumstances permitted therein . The transfer of this Series A Bond may be registered by the registered owner hereof in person or by his duly authorized attorney or legal representative at the principal office of the Registrar , but only in the manner and subject to the limitations and conditions provided herein and in the Ordinance and upon surrender and cancellation of this Series A Bond. Upon any such registration of transfer the Issuer shall execute and deliver in exchange for this Series A Bond a new registered Series A Bond without coupons , of the authorized denomination , registered in the name of the transferee , and the Registrar shall give the Developer notice of such transfer and the address at which payments are thereafter to be made. The Issuer shall , prior to due presentment for registration of transfer , treat the registered owner as the person exclusively entitled to payment of principal , premium , if any, and interest and the exercise of all other rights and powers of the owner of this Series A Bond. Upon the transfer of the Series A Bond as permitted under the Ordinance, the Issuer shall have no responsibility for any assignment or transfer of the Agreement , the Note or any of the Security Instruments or of any rights , interests or security thereunder , including any moneys held in escrow for the payment of taxes , insurance premiums or other charges with respect to the Project although the Issuer covenants and agrees to execute and deliver such instruments as may be necessary in connection with any such assignment or transfer. -8- • All acts , conditions and things required to happen , exist or be performed precedent to and in the issuance of this Series A Bond have happened, exist and have been performed. IN WITNESS WHEREOF , the City of Elgin , Kane and Cook Counties , Illinois , has caused this Series A Bond to be signed on its behalf by the manual signature of its Mayor , its seal to be impressed or imprinted hereon and attested by the manual signature of its City Clerk and this Series A Bond to be dated the day of , 1980. CITY OF ELGIN , KANE AND COOK COUNTIES , ILLINOIS BY (SEAL) Title : Mayor ATTEST: Title : City Clerk -9- • * * * * (FORM OF ASSIGNMENT) FOR VALUE RECEIVED, the undersigned hereby sells , assigns and transfers unto pr int pri t or type name and address of transferee) the within Series A Bond and all rights thereunder , and hereby irrevocably constitutes and appoints , attorney , to transfer the within Series A Bond on the books kept for registration thereof , with full power of substitution in the premises . NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Series A Bond in every particular , without alteration or enlargement or any change whatever . * * * * (ENQ OF EQEm OE aQND) -10- 121, Therefjug, Be It Ordained by the City Council of the City of Elgin , Kane and Cook Counties , Illinois , as follows : ARTICLE I Definitions and Rules of Construction ,Section jai. Definitions . The following words and terms shall have the following meanings in this Resolution unless the context otherwise requires : "Act" shall mean Ordinance No. S2-78 entitled "City of Elgin Economic Development and Pollution Control Revenue Bond Enabling Ordinance" duly adopted by the City Council of the Issuer on March 8 , 1978 , as amended . "Agreement" shall mean the Loan Agreement , dated as of February 1 , 1980 , between the Issuer and the Developer . "Architect" shall have the meaning set forth in Article I of the Agreement. "Authorized Developer Representative" shall have the meaning set forth in Article I of the Agreement . "Authorized Issuer Representative" shall mean any person at the time designated to act on behalf of the Issuer by written certificate furnished to the Developer and the Holder , containing the specimen signature of such person and signed on behalf of the Issuer by its Mayor. Such certificate may designate an alternate or alternates . "Bond" or "Series A Bond" shall mean the City of Elgin, Kane and Cook Counties , Illinois Industrial Development Revenue Bond , Series A of 1980 (Refractory Products Co. Project) authorized to be issued by Section 202 hereof in the principal amount of $850 ,000. "Bond Purchase Agreement" shall mean the Bond Purchase Agreement , dated as of February 1 , 1980 , between the Issuer , the Developer and the Purchaser. "Bondholder" or "Holder" shall mean the then registered owner of the Series A Bond. -11- "Business Day" shall mean any Monday , Tuesday, Wednesday , Thursday , or Friday on which commercial banking institutions generally are open for business in the State. "Completion Date" shall have the meaning set forth in Article I of the Agreement. "Construction Fund" shall mean the Construction Fund created by Section 601 hereof . "Cost" , when used with respect to the Project , and "Project Costs" shall each mean the costs specified in Section 602 hereof . "Developer" shall mean Refractory Products Co. , an Illinois corporation , and its successors and assigns as permitted under the Agreement . "Escrow Agent" shall mean the escrow agent appointed by Section 601 hereof , and any other corporation, association or other entity appointed as its successor pursuant to the provisions of this Ordinance. "Event of Default" shall mean any of the events enumerated in Section 701 hereof . "I .R.C. Section" refers to sections on the Internal Revenue Code of 1954 , as amended , and applicable Treasury Regulations (including proposed Treasury Regulations which, if adopted as proposed, would be applicable) thereunder . "Mortgage" shall mean the Mortgage and Security Agreement , dated as of February 1 , 1980 , and any amendments or supplements thereto , executed by the Developer pursuant to Section 3.8 of the Agreement. "Note" shall mean the Developer ' s Series A Promissory Note in the original principal amount of $850,000 , representing its indebtedness under the Agreement. "Ordinance" shall mean this Ordinance. "Project" shall have the meaning set forth in Article I of the Agreement. -12- • "Project Supervisor" shall have the meaning set forth in Article I of the Agreement . "Purchaser" shall mean The Life Insurance Company of Virginia , a Virginia corporation. "Registrar" shall mean the person designated to act as Registrar pursuant to Section 208 hereof . "Security Instruments" shall have the meaning set forth in Article I of the Agreement . "State" shall mean the State of Illinois . Section Ia. Rule. Qf CQnstluction. The following rules shall apply to the construction of this Ordinance unless the context otherwise requires : (a ) Singular words shall connote the plural number as well as the singular and vice versa . (b) Words importing the prepayment or calling for prepayment of the Series A Bond shall not be deemed to refer to or connote the payment of the Series A Bond at its stated maturity. (c) All references herein to particular Articles or Sections are references to Articles or Sections of this Ordinance . (d) The headings herein are solely for convenience or reference and shall not affect the meaning , construction or effect of any Article or Section of this Ordinance. ARTICLE II Authorization, Execution , Registration and Delivery of the Series A Bond Section Z,Q1. Findings oad 1?etermipation5 of the Issuer . The Issuer hereby determines that the authorization , issuance and sale of the Series A Bond and the financing of the Project are consistent with and will promote the purposes of the Act ; will promote the present and prospective health , happiness , safety, right of gainful employment and general welfare of the citizens of the City of Elgin, Kane and Cook Counties , Illinois ; -13- and will encourage the increase of industry and create or retain employment opportunities in or near the City of Elgin, Kane and Cook Counties , Illinois. Section 2Q2• Authorization of Series A Bond. There is hereby authorized to be issued under the Act an industrial development revenue bond of the Issuer in a principal amount of eight hundred fifty thousand dollars ($850 ,000) . aection 222. Detail. of $l=ies A bond. The Series A Bond authorized in Section 202 shall be designated the "City of Elgin , Kane and Cook Counties , Illinois , Industrial Development Revenue Bond , Series A of 1980 (Refractory Products Co. Project ) " , shall be issued as a registered bond without coupons in the denomination of the original principal amount thereof as provided in the Bond Purchase Agreement , shall be dated on the date of delivery to the original purchaser thereof , and shall be numbered R-1 . From and after its date of issuance , the Bond shall bear interest on the unpaid principal amount thereof at the rate of eight and one-half per cent (8 1/2%) per annum , except as hereinafter provided in Section 204 in the event of a determination of taxability or in this Section during a period of default. Principal and interest shall be paid on the first day of each month commencing on the first day of May 1 , 1980 and continuing on the first day of each month thereafter in 324 consecutive monthly installments with the first 323 installments to be in the amount of $6 ,705.00 (except that the first such installment shall be increased by the amount of interest accruing but unpaid from and after the date of issuance thereof to and including March 31 , 1980) , and the final installment shall be in the amount of the then remaining unpaid balance of principal and interest. In the event interest on the Series A Bond shall be determined to be taxable as provided in Section 204 hereof , interest on the Series A Bond shall be the rate set forth in such section (except during a period of default , in which case interest on the Series A Bond shall be as hereinafter provided) and, if and to the extent provided therein , the monthly installments of principal and interest on the Series A Bond shall be increased. Each such monthly installment shall be applied first to interest and then to principal on the Series A Bond , except that any amount received by the Holder as a result of the exercise of its remedies under the Security Instruments shall be applied as provided therein or , if no provision be made -14- • therefor , shall be applied ( 1 ) to the payment of costs , advances , expenses or fees (including attorneys ' fees) incurred by or on behalf of the Holder in exercising its remedies under the Security Instruments , (2 ) to the payment of the unpaid principal amount of the Series A Bond (unless the Holder elects in writing to apply such amounts first to accrued interest and then to such principal ) and (3 ) to the payment of accrued interest on the Series A Bond . During any period of default hereunder or under the Series A Bond or any of the Security Instruments , the entire unpaid principal amount of the Series A Bond , at the option of the Bondholder , shall bear interest at the rate of three per cent (3%) per annum in excess of the rate that would then be in effect hereunder if no such default had occurred , and any such default interest determined as aforesaid shall be paid to the Holder at the same time as , and in addition to the monthly installments of principal and interest hereinabove provided for . Principal of , premium , if any, and interest on the Series A Bond shall be payable in lawful money of the United States of America , but only from the sources pledged to the payment thereof as herein provided . Principal , premium , if any , and interest shall be payable by good and sufficient check or draft (subject to collection in full prior to any credit therefor ) delivered to the registered owner of the Bond at its address as it appears on the registration books kept by the Registrar , or to such agent at such address as the Bondholder may designate by notice in writing to the Issuer and the Developer . Section 2,04. Detezmindtlon Qf TaxatUity. (a) If at any time the Holder shall determine that it is required to treat all or any part of any payment of interest on the Series A Bond or the Note as subject to any Federal tax imposed upon or measured by income (except solely as the result of the Holder being deemed a "substantial user" of the Project or a "related person" , within the meaning of I .R.C. Section 103 (b) (8) which exception shall not be applicable if the Holder is a "substantial user" or a "related person" thereof as the result , primarily or wholly , of a default by Developer under Section 6. 11 of the Agreement) , the interest rate thereon shall , as to all payments so deemed to be subject to such tax , irrespective of whether such payments may have theretofore accrued or any amounts been paid with respect thereto, be automatically increased to ten and one-half per cent ( 10 1/2%) per annum. Any amount of -15- • interest past due by reason of such determination shall thereupon become immediately due and payable as provided in the Agreement . (b) Any determination by the Holder under subsection (a) of this Section 204 shall be final and conclusive for all purposes if (i ) the Internal Revenue Service shall include any amount of interest on the Series A Bond or the Note in the Holder ' s income in making an assessment upon or measured by such income or (ii) the Holder shall not be furnished , within thirty days after it shall request the same from the Issuer and the Developer , with an opinion required by Section 505 hereof . Notwithstanding the immediately preceding sentence , if no Event of Default then exists , the Issuer or the Developer may , by written notice delivered to Holder within 30 days after being notified of a determination of taxability by the Holder , and provided the indemnification required in the immediately succeeding sentence is delivered to the Holder simultaneously with such written notice , pursue such remedies at the Developer ' s expense as may then be available to them diligently and in good faith in order to obtain an Internal Revenue Service ruling or a judicial determination in a proceeding to which the Internal Revenue Service is a party , to the effect that such interest is exempt from such Federal tax . During any such period , or any extension thereof , the Holder shall be indemnified in such manner and to such extent as the Holder may from time to time request against any cost , expense or loss which the Holder may thereby incur . In the event the Holder is so indemnified and the Issuer or the Developer pursues its administrative or judicial remedies with due diligence , the Holder ' s determination of taxability (including for purposes of Section 204(c) and 204(d) hereof ) shall not become effective for six months or such further extended periods of time to which the Holder may from time to time consent in writing (but no such extension shall be valid for more than three months from the date thereof ) . The Issuer covenants and agrees that it will not cause or permit the Holder to be made a party to any such administrative or judicial proceeding , and no Holder shall be under any obligation to contest or appeal any assertion or decision that any interest payable on the Bond or on the Note is subject to taxation. (c) In the event of a determination of taxability under subsection (a) of this Section 204 , but subject to Section 204(d) , the amount of each monthly installment shall be increased so as to amortize fully the then unpaid principal amount of the Series A Bond at the taxable interest rate specified in subsection (a) over the remainder of the original 324 prinicpal installments of the Series A Bond. Reference is hereby made -16- to Section 6. 14 of the Agreement for the Developer ' s obligations in such event . (d) In the event of a determination of taxability under subsection (a) of this Section 204, the Series A Bond shall , at the option of the Holder , be immediately prepaid in full . (e) If there is more than one determination of taxability under subsection (a) of this Section 204 , the provisions of this Section 204 shall be fully applicable as to each , whether or not any Holder shall have exercised any or all of the rights or remedies that arose upon any prior date , and all of the Holder ' s rights or remedies hereunder shall be cumulative except to the extent of any written waiver by the Holder . $ectipa 291,5. Form of the Series A Bone. The Series A Bond shall be in the form hereinabove set forth , with such appropriate variations , omissions and insertions as are permitted or required by this Ordinance or the Act, and may have endorsed thereon such legend or text as may be necessary or appropriate to conform to any applicable rules and regulations of any governmental authority or any usage or requirement of law with respect thereto. ection 2,aL. Execution Qf Documents and IDstruments . (a) The execution , delivery, performance and binding effect of the Agreement and the Bond Purchase Agreement and the assignments to the Bondholder of the Note and of all of the Issuer ' s rights under the Agreement (except its rights to indemnification under Section 6.7 of the Agreement) are hereby authorized . The Agreement and the Bond Purchase Agreement shall be in substantially the forms submitted to this meeting, with such changes , insertions or omissions as may be approved by the officers of the Issuer executing the same , whose approval thereof shall be conclusively evidenced by their execution of such documents containing such changes , insertions or omissions . -17- • (b) The Mayor of the Issuer is hereby authorized and directed to execute on behalf of the Issuer the Agreement , the Bond Purchase Agreement , the Series A Bond and the assignments of the Note and of the Agreement to the Purchaser of the Series A Bond as provided in the Bond Purchase Agreement , and the City Clerk of the Issuer is hereby authorized and directed to affix thereto and attest the seal of the Issuer thereon ; and each such officer is hereby authorized to execute and deliver such additional instruments , agreements , documents and certificates on behalf of the Issuer and to execute and deliver all instruments , agreements , documents or certificates , and to do and perform all things and acts , as each such officer shall deem necessary or appropriate in furtherance of the issuance of the Series A Bond and the carrying out of the transactions authorized by this Ordinance or contemplated by the instruments referred to in this Ordinance ; and all of such things and actions heretofore done or performed by the officers of the Issuer are in all respects approved , ratified and confirmed . (c) In case any officer whose signature shall appear on the Series A Bond , the Agreement , the Bond Purchase Agreement or the assignments of the Note and of the Agreement or any additional instruments , agreements , documents or certificates delivered pursuant to this Ordinance shall cease to be such officer before the delivery thereof , such signature shall nevertheless be valid and sufficient for all purposes the same as if he had remained in office until such delivery. The Bond and such agreements , assignments , instruments , documents and certificates may be signed by such persons as at the actual time of the execution thereof shall be the proper officers to sign the same although at the date thereof such persons may not have been such officers . Section 2II2. Deliyery of aeries A BQpd: AooliQation pf Proceeds . The Mayor of the Issuer shall deliver the executed Series A Bond to the Purchaser upon receipt of the purchase price therefor as provided in the Bond Purchase Agreement . The proceeds of the sale of the Bond shall be deposited in the Construction Fund for disbursement pursuant to this Ordinance and the Agreement . Section 2Q„g. Reai4tratign gf SgZigs A pond: Pgrsons IeaXtd d . Jwners . The Issuer shall make provision for the transfer of the Series A Bond at the principal office of the Issuer. The City Clerk of the Issuer shall act as Registrar and shall maintain registration books for the registration and -18- • the registration of transfer of the Series A Bond . No security or bond shall be required of the Registrar in the performance of his duties . The transfer of the Series A Bond may be registered only upon the books kept for the registration and registration of transfer thereof upon the surrender thereof to the Registrar together with an assignment duly executed by the registered owner in person or by his duly authorized attorney or legal representative , showing the address of the transferee at which payments are thereafter to be made , and otherwise in such form as shall be satisfactory to the Registrar. The assignment shall be accompanied by an instrument in writing executed by the transferor and the transferee of the Series A Bond to the effect that the Security Instruments , and all rights , interests and security of the transferor thereunder and under the Note and Agreement have been duly assigned and transfered to the transferee of the Series A Bond in a manner satisfactory to said transferee . Upon any such transfer the Issuer shall execute and deliver in exchange for such Series A Bond a new registered Series A bond , without coupons , registered in the name of the transferee and shall execute and deliver such additional documents or instruments as the Holder shall request and submit for execution as necessary or appropriate to legally and validly transfer and assign the Note and Agreement and all payments due thereunder to the transferee of the Series A Bond. Upon any such transfer the Registrar shall notify the Developer of such transfer and of the transferee ' s address at which payments are thereafter to be made . The Registrar may make a charge for every such transfer of the Series A Bond sufficient to reimburse him for any tax , fee or other governmental charge required to be paid with respect to such transfer and the Issuer may require the payment of a sum sufficient to reimburse it for any costs and expenses , including counsel fees , of the Issuer incurred in connection with such transfer . The Registrar shall not be required to make any such registration , registration of transfer or exchange during the five Business Days immediately preceding a principal or interest payment date or , in the case of any proposed prepayment of the Bond , after the same has been called for prepayment in whole or in part . Prior to due presentment for registration of transfer , the Issuer shall , and any other person may , conclusively treat the registered owner of the Series A Bond as the person exclusively entitled to payment of principal , premium, if any, and interest thereon and the exercise of all other rights and powers of the owner thereof . -19- section 20. Mutilated SQst - Stolen pr Deslrpved Series A Band. In the event the Series A Bond is mutilated , lost , stolen or destroyed , the Issuer may execute and deliver to the Holder , a new Series A Bond of like maturity , interest rate and principal amount bearing the same number as the mutilated, destroyed , lost or stolen instrument , in exchange and substitution for and upon cancellation of the mutilated instrument , or in substitution for the instrument so destroyed , lost or stolen. In every such case of exchange or substitution , the applicant shall furnish (i ) such security or indemnity as may be required by the Issuer to save it harmless from all risks , however remote , and (ii ) evidence to its satisfaction of the mutilation , destruction , loss or theft of the applicant ' s Series A Bond and of the ownership thereof . Upon such exchange or substitution , the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses , including counsel fees , of the Issuer . In case the Series A Bond has matured or is about to mature and shall become mutilated or shall be destroyed , lost or stolen , the Issuer may , instead of issuing an instrument in exchange or substitution therefor , pay or authorize the payment of the same (without surrender thereof except in the case of a mutilated instrument) if the applicant for such payment shall furnish such security or indemnity as the Issuer may require to save the Issuer harmless from all risks , however remote , and evidence to the satisfaction of the Issuer of the mutilation , destruction , loss or theft of such Series A Bond and of the ownership thereof . Section 21.a. Cancellation and DisQogitiQn of Series p Bond. When the Series A Bond shall have been paid (whether at maturity, by acceleration or call for prepayment or otherwise) and delivered to the Issuer by the Developer or the Holder for cancellation, it shall not be reissued , and the Issuer shall cremate , shred or otherwise dispose of the Series A Bond. ARTICLE III Pledge of Agreement , Note and Construction Fund Section 3Q.1• pledge . In order to induce the Purchaser to enter into the Bond Purchase Agreement andpurchasethe Series A Bond and in order to secure (i ) the due and timely payment of the principal of , premium, if any , and interest on the Series A Bond and (ii ) the due performance and observance by the Issuer -20- • all terms , covenants , conditions and agreements contained herein or in the Series A Bond, the Issuer does hereby pledge and assign to the Holder from time to time of the Bond , the Note and all of the Issuer ' s rights under the Agreement (except its rights to indemnification under Section 6.7 thereof ) and the income and revenues therefrom and in and to all moneys and investments held or set aside in the Construction Fund, and does hereby grant to the Holder from time to time of the Series A Bond a security interest in all of the foregoing ; provided that this pledge and assignment shall not be deemed to impose any liabilities whatsoever on any Holder . Section la2. payments to be Made Q1=gg.tly tg Solder . The Issuer shall direct the Developer in writing to make all payments under the Note directly to the Holder or its designated agent for the account of the Issuer at the address shown on the registration books kept by the Registrar or at such other address as the Holder of the Bond may from time to time designate to the Issuer , the Registrar and the Developer in writing. So long as no Holder shall have accepted the Note after an Event of Default in satisfaction of the Issuer ' s obligation on the Series A Bond , all payments received by or for any Holder on the Note shall be deemed received on behalf of the Issuer and applied against the Issuer ' s obligation on the Series A Bond. Section . FnfoLrPmens of Agreement and Note: Power of Attorney. The Issuer acknowledges that strict compliance by the Developer with the provisions of the Agreement and the Note are required to preserve the value of the same as collateral for the Series A Bond and that the use by the Holder of the Note and the Agreement , including without limitation the enforcement by the Holder of the provisions thereof , is necessary for the purpose of preserving such collateral or its value. The Issuer does hereby constitute and appoint the Holder as its true and lawful attorney-in-fact , coupled with an interest , with full power to act for and in the name of the Issuer for the purpose of enforcing any rights or remedies or taking any other action permitted to be taken by the Issuer under the Agreement and the Note, regardless of whether an Event of Default hereunder has occurred . In addition , upon the occurrence of an Event of Default hereunder , any Holder may exercise any other remedies permitted hereunder or any of the Security Instruments or otherwise permitted by law or in equity to protect or dispose of the collateral pledged and assigned hereunder or thereunder and to protect the rights of the Holder to payment of the Series A Bond, including, without limitation , all rights and remedies available under the Uniform Commercial Code of Illinois, as then in effect. -21- • ARTICLE IV Prepayment of Series A Bond Section lal. prepayment Prohibited. Neither the Series A Bond nor any installment thereof shall be prepaid by the Issuer except as provided in this Article IV. Section Au. Mandatory Prepayment. The Series A Bond , including all unpaid principal , premium , if any , and accrued interest thereon , shall immediately be due and payable without notice (except as expressly provided ) , and shall be prepaid by the Issuer , but only from the sources herein specifically pledged for such purpose : (a) When , but only to the extent that , the Bondholder shall receive any amount by reason of the exercise of its rights under any of the Security Instruments and apply the same to the payment of the Series A Bond ; (b) In whole , upon the Developer becoming obligated to prepay the Note under Section 8 .2 of the Agreement ; (c) In whole , at the option of the Holder , in the event of the passage of any state, Federal , municipal or other law or regulation subsequent to the date hereof , in any manner changing or modifying the laws now in force governing the taxation of mortgages , deeds of trust , municipal bonds , notes , or debts secured by mortgages or deeds of trust or the manner of collecting such taxation ; provided that , notwithstanding the foregoing provisions of this paragraph (c) , if the Developer ( i ) immediately after receiving knowledge of either the passage of any of such laws or regulations or any amendments thereof or the rendering of any court decision affecting any of such laws or regulations , delivers to the Holder an unconditional written undertaking to pay in a timely manner (as hereinafter defined) all amounts (as hereinafter defined) thereafter accruing or becoming due as a result of such passage or rendering and (ii ) pays in a timely manner all amounts due by the Holder as result of each of such laws or regulations ; then the option granted the Holder in this paragraph (c) shall cease to be effective for so long as the -22- IL • Developer in fact pays all such amounts in a timely manner. Notwithstanding the fact that the Developer has in previous instances exercised the right of election specified herein one or more times and has in fact paid in a timely manner amounts due under one or more of such laws or regulations , the above right of election by the Developer to pay such amounts will apply independently to each and every one of such laws and regulations , and the failure by the Developer to elect to pay and in fact pay in a timely manner such amounts with respect to each one of such laws or regulations will automatically have the effects of (A) extinguishing all prior exercised rights of elections of the Developer pursuant to this paragraph (c) and the right thereafter of the Developer to make such elections and (B) fully restoring the option of the Holder to declare the entire unpaid principal , premium , if any , and accrued interest on the Series A Bond to be immediately due and payable. The word "amounts " as used in this paragraph (c) only is hereby defined to mean any monies due from time to time pursuant to or as a result of any such law or regulation but only to the extent that the calculation of such monies pertains to the loan evidenced by the Series A Bond or the Note or secured hereby or by any of the Security Instruments or the manner of collecting such monies . The words "timely manner" as used in this paragraph (c) only are hereby defined to mean payment in full of all amounts prior to the date when such amounts would be delinquent or would be subject to additional charges for late payment , time being of the essence hereof ; (d ) In whole at the option of the Holder , in the event of a determination of taxability, all as provided in Section 204(d) ; (e) In whole on March 1 , 1995 , at the option of the Holder to be exercised by written notice to the Developer and the Issuer on or before December 1 , 1994 ; (f ) In whole , at the option of the Holder , if an Event of Default shall occur and be continuing. If , after the Bond shall become subject to mandatory prepayment pursuant to this subsection (f ) , a tender of payment of the amount required to be so prepaid -23- • shall be made by the Issuer or the Developer or by anyone on behalf of either of them prior to foreclosure sale (including sale under power of sale) under the Security Instruments , such tender shall constitute an evasion of the prepayment privilege contained in Section 403 and shall be deemed an optional prepayment thereunder ; and such payment , to the extent permitted by law , shall therefore include the premium required by Section 403 hereof or , if at that time there be no privilege of optional prepayment , a premium of seven per cent (7%) of the then unpaid principal amount of the Series A Bond. Section QotjQn. Prelayment Qf StrieS A @Qnd• The Series A Bond is subject to optional prepayment by the Issuer at the direction of the Developer pursuant to the provisions of this Section 403. (a ) Except as provided in paragraph (b) of this Section , the Series A Bond shall not be subject to optional prepayment pursuant to this Section 403 on or before March 1 , 1990. Thereafter , the Series A Bond may be prepaid in whole (but not in part) by the Issuer upon the direction of the Developer on any principal and interest payment date upon payment of the following amounts , expressed as a percentage of the outstanding principal amount of the Series A Bond , plus accrued interest to the prepayment date : 105. 0% if prepaid April 1 , 1990 to March 31 , 1991 , inclusive ; 104. 5% if prepaid April 1 , 1991 to March 31 , 1992 , inclusive ; 104. 0% if prepaid April 1 , 1992 to March 31 , 1993 , inclusive ; 103 .5% if prepaid April 1 , 1993 to March 31 , 1994, inclusive ; 103 . 0% if prepaid April 1 , 1994 to March 31 , 1995 , inclusive ; 102.5% if prepaid April 1 , 1995 to March 31 , 1996 , inclusive ; -24- 102.0% if prepaid April 1 , 1996 to March 31 , 1997 , inclusive ; 101 .5% if prepaid April 31 , 1997 to March 31 , 1998 , inclusive; 101 .0% if prepaid on April 1 , 1998 or thereafter . (b) The Series A Bond shall be subject to optional prepayment solely in the discretion of the Developer and upon notice as required in Section 404 , in part on the first day of any month occurring on and after April 1 , 1980 at a price equal to 100% of the principal amount thereof to be prepaid , plus accrued and unpaid interest thereon to the date fixed for prepayment , without premium ; provided that the aggregate amount of all such prepayments during any calendar year shall not exceed $85,000 and the privilege of making a partial prepayment without premium pursuant to this paragraph (b) shall not be available during any calendar year in which the Series A Bond shall be prepaid in full . $ectiorl ADA. Notice of QPLiQnal PZeoavment. The Developer shall on behalf of the Issuer cause written notice of any optional prepayment specifying the date on which prepayment is to be made to be delivered by registered or certified mail not less than 30 nor more than 60 days prior to the prepayment date to the Holder at its address as it appears on the registration books kept by the Registrar . Except with the written consent of the Holder , any notice so given and the option thereby exercised shall be irrevocable. Prior to giving notice of any optional prepayment hereunder the Developer shall notify the Issuer of its intention to do so and shall deliver to the Issuer evidence satisfactory to the Issuer that the funds required to make such prepayment are , or will be , available therefor on the prepayment date. $ectior, 4Q,5. PattiL Eraoavment. In the event of a partial prepayment of principal of the Series A Bond permitted or required hereby, such payment shall be applied to the payment of the unpaid principal amount of the Series A Bond in inverse order of maturity and the amount of the installment payments of principal and interest due on the first day of each month thereafter shall not be reduced by reason of such partial prepayment . -25- • ARTICLE V General Covenants and Provisions Section ial. payment of Seriel 9 gopd: Discharae, Qf Lien. The Issuer shall promptly pay when due the principal of (whether upon normal principal installment payment dates , at maturity , by acceleration or call for prepayment or otherwise) , premium , if any, and interest on the Series A Bond at the places , on the dates and in the manner provided herein and in the Series A Bond, according to the true intent and meaning hereof and thereof ; provided , however , that such obligations are not general obligations of the Issuer but are limited obligations payable by the Issuer solely from the sources specified herein. Neither the Series A Bond nor interest thereon shall be deemed to constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory limitation and do not constitute nor give rise to a pecuniary liability of the Issuer or a charge against the general credit or taxing powers of the Issuer , or a debt or a pledge of the faith and credit of the State or any political subdivision thereof , including the Issuer. Neither the State nor any political subdivision thereof , including the Issuer , shall be obligated to pay the principal of , premium , if any, or interest on the Series A Bond or other costs incident thereto except from the revenues and receipts pledged therefor and neither the faith and credit nor the taxing power of the State or any political subdivision thereof , including the Issuer , is pledged to the payment of the principal of , premium, if any , or the interest on the Series A Bond or other costs incident thereto. The Series A Bond shall be deemed to be paid within the meaning of this Section and Section 210 and shall no longer be outstanding under this Ordinance when payment of the principal of , and the applicable redemption premium , if any, on such Series A Bond, plus interest thereon to the due date thereof (whether such due date be by reason of maturity or upon redemption or upon acceleration as provided in this Ordinance , or otherwise) , plus any and all other costs , expenses , fees and charges payable to the Holder pursuant to the provisions of the Series A Bond or this Ordinance , shall have been made or caused to be made in accordance with the terms thereof . Upon payment of the Series A Bond as herein provided and if the Issuer shall have kept , performed and observed all and singular the covenants and promises in the Series A Bond and in this Ordinance expressed to be kept, performed and observed by it or on its part, then -26- • these presents and the lien and security interests granted hereby shall cease, determine and be void, otherwise this Ordinance and the lien and security interests granted hereby shall remain in full force and effect and be enforceable by the Holder for the benefit and security of the Series A Bond. Section CoveDants, _ilote5entations and Warranties Qf the Issuer . The Issuer shall faithfully observe and perform all terms , covenants , conditions and agreements on its part contained herein, in the Series A Bond, the Agreement and the Bond Purchase Agreement and in all its proceedings pertaining thereto; provided , however , that the liability of the Issuer under any such term , covenant , condition or agreement for any breach or default by the Issuer thereof or thereunder shall not give rise to any general pecuniary liability of the Issuer and shall be limited solely to the revenues derived from the financing of the Project. The Issuer represents and warrants that : (a) under the Constitution and laws of the State , the Issuer has been duly created and validly exists as a political subdivision of the State with such powers as are set forth in the Act , with good right and lawful authority , among other things , to issue the Series A Bond pursuant to this Ordinance and lend the proceeds thereof to the Developer to finance the acquisition, construction and equipping of the Project as provided in the Agreement , and to perform its obligations under the terms and conditions hereof and of the Series A Bond , the Agreement and the Bond Purchase Agreement ; (b) the adoption of this Ordinance and the execution and delivery of the Series A Bond , the Agreement , the Bond Purchase Agreement and all other documents or instruments to be executed or delivered by the Issuer pursuant to this Ordinance do not , and the performance by the Issuer of its obligations hereunder and thereunder will not , violate any provision of law , regulation , order , decree , writ or injunction of any court , public board or body or of any agreement , indenture , note or other instrument which is binding upon the Issuer or its properties , and will not require the consent of any person or entity whatsoever , including , without limitation , any other governmental authority; -27- (c) there is no action, suit , proceeding, inquiry or investigation , at law or in equity , pending before any court, public board or body, or threatened , nor is there any basis therefor , which in any way questions the validity of the Act or the powers of the Issuer in connection with the authorization and issuance . of the Series A Bond , or wherein an unfavorable decision, ruling or finding would in any way adversely affect the validity and enforceability of this Ordinance, the Series A Bond , the Agreement , the Bond Purchase Agreement or any other document or instrument to be executed or delivered by the Issuer pursuant to this Ordinance ; and (d) upon the issuance and delivery of the Series A Bond as provided herein , all conditions , acts and things required by the Constitution or statutes of the State , including the Act , to exist , to have happened or to have been performed precedent to or in the issuance of the Series A Bond will exist , have happened and have been performed. Section la/. Inspection _of Project Books . All books and documents in the possession of the Issuer relating to the Project and the revenues derived from the Project shall at all times be open during regular business hours to inspection by such representatives of the Holder as the Holder may from time to time designate . Section III. prohibited Activities . The Issuer covenants that it has not engaged and shall not engage in any activities and that it has not taken and shall not take any action which might result in any interest on the Series A Bond becoming taxable to any Holder thereof under the Federal income tax laws . $ectiop ljal. Tax minions . On the Closing Date under the Bond Purchase Agreement and at such other times as the Holder may request , the Issuer will furnish the Holder with an opinion in form and substance satisfactory to the Holder in all respects of a firm of attorneys , nationally recognized on the subject of municipal bonds and satisfactory to the Holder in all respects , to the effect that payments received by the registered owner of the Series A Bond applied as interest on the Bond pursuant to this Ordinance are exempt from all Federal income taxes , except solely by reason of the Holder being a "substantial user" of the Project or a "related person" within the meaning of I.R.C. Section 103(b) (8) . -28- ARTICLE VI Construction Fund $ectiori CreatiQn 0f Construction Fund. There is hereby created by the Issuer for the benefit of the Developer but subject to the provisions hereof , and ordered established with the Great Lakes Mortgage Corporation, an Illinois corporation having its principal address at 111 West Jackson Boulevard. , Chicago, Illinois 60604, as Escrow Agent , an escrow fund to be designated "City of Elgin, Refractory Products Co. Project Construction Fund" (the "Construction Fund" ) . ,ectiQD 012• ADD1icatiQn Qf Proceeds of SAlg Qf the aeries A Bonci. The proceeds of sale of the Bond shall be paid into the Construction Fund and disbursed by the Escrow Agent upon the Completion Date in the manner hereinafter provided solely for the payment of (or if paid by the Issuer or the Developer , reimbursement of ) a portion of the following Project Costs , as defined in the Act , which were incurred after January 23 , 1979 , the date on which the Issuer adopted its resolution inducing the Developer to acquire, construct and equip the Project : Cost of Construction $956, 364.50 Cost of Landscaping 8 ,666.20 Total S965,030.70 Disbursement shall be made upon receipt by the Escrow Agent of a written request from the Developer executed by an Authorized Developer Representative certifying with respect to such disbursement (i) that each item for which the disbursement is proposed to be made is or was necessary in connection with the acquisition , construction or equipping of the Project , (ii ) that the payment of each item for which disbursement is proposed will not result in less than "substantially all" of the proceeds of the Bond expended or to be expended pursuant to such disbursement and all prior disbursements being considered as having been used for the acquisition, construction and equipping of land or property of a character subject to the allowance for depreciation within the meaning of I .R.C. Section 103(b) (6) , (iii) that the Developer has received appropriate releases and waivers of mechanics ' or other liens as applicable , from each payee under such written order and each other person who would -29- have a right to file such a lien, and (iv) that to the best of such person 's knowledge no portion of the sum disbursed was or will be used, directly or indirectly, for the purchase of any type of security or stock. The disbursement from the Construction Fund shall also be subject to approval by or on behalf of the Holder. aestion Investment of Monevs Jn Construction Luad. Any moneys held in the Construction Fund shall not be invested by the Escrow Agent . Section LQ.4. Resopngibilities of Escrow Anent. The Escrow Agent shall be under no responsibility or duty with respect to the issuance of the Series A Bond or the application of the proceeds thereof except to the extent such proceeds are actually received by it , and then only to the extent herein expressly provided. The Escrow Agent shall be protected in acting upon any notice , resolution, request , consent , order , certificate , opinion or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties . Any request, order , notice or other direction required or permitted to be furnished to the Escrow Agent pursuant to any provision hereof by or on behalf of the Issuer shall be sufficiently executed if executed by an Authorized Issuer Representative , or , if by or on behalf of the Developer , by an Authorized Developer Representative. The Escrow Agent shall not be liable in any manner to make any investment of any moneys in the Construction Fund , and shall be liable in connection with the performance of its other duties hereunder only for its gross negligence or willful misconduct . The Escrow Agent may be or become the owner of the Series A Bond as fully and with the same rights it would have if it were not Escrow Agent. This Section 605 shall be governed by the Correspondent Agreement between the Purchaser and the Escrow Agent for all matters arising between Purchaser and Escrow Agent , but for all other purposes this Section shall remain in full force and effect. Section iu. ComoensatiQn and Exoenes. The Escrow Agent shall be entitled to reasonable compensation for all services rendered by it hereunder and to reimbursement for its expenses , charges , legal fees and other disbursements , and those -30- of its attorneys , agents and employees , incurred in the performance of its duties hereunder from payments received by the Issuer under Section 6.7 of the Loan Agreement . 5ectlon Aak. RemoYal pf ElgLoli AO QL: Appointment !IL Successor. The Escrow Agent may be removed without cause at any time by written notice of the Holder , a copy of which shall be sent to the Issuer and the Developer. Upon the removal of the Escrow Agent , a successor may be appointed by the Holder on behalf of the Issuer , which successor shall immediately and without further act become fully vested with all moneys , properties , rights , powers and duties of its predecessor and be deemed the Escrow Agent with like effect as if named herein as such , and the removed Escrow Agent shall forthwith pay over , assign and deliver to such successor Escrow Agent all moneys and investments constituting the Construction Fund . ARTICLE VII Default Provisions and Remedies of Bondholder ,Section au. Events of Default . The occurrence of any of the following events shall be an "Event of Default" under this Ordinance: 1 (a) Default in the due and punctual payment of any interest on the Series A Bond ; 1 (b) Default in the due and punctual payment of the principal of and premium, if any, on the Series A Bond (whether on normal principal installment dates , at maturity , by acceleration or call for prepayment or otherwise) ; (c) Default in the observance or performance of any other term, covenant , condition or agreement on the part of the Issuer under this Ordinance or in the Series A Bond ; (d) An "Event of Default" under the Agreement as provided in Section 9. 1 thereof ; or (e) Default in making any payment of monies when due or in the observance or performance of any other term, covenant , condition or agreement on the part of the Developer under any of the Security Instruments. -31- SP�Qf 2Q2. Remedies: Rights of Bolder . Upon the occurrence of an Event of Default the Holder may declare the entire principal of the Series A Bond then outstanding and the interest accrued thereon immediately due and payable , and such principal and interest shall thereupon become and be immediately due and payable and the Holder , whether or not the principal and interest on the Series A Bond shall have been declared due and payable may proceed to protect and enforce its rights by mandamus or other suit , action or proceeding at law or in equity , including an action for specific performance of any agreement herein contained . No remedy conferred by this Ordinance upon or reserved to the Holder is intended to be exclusive of any other remedy , but each such remedy shall be cumulative and shall be in addition to any other remedy given to the Holder hereunder or under any of the Security Instruments , or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right or power accruing upon any default or Event of Default shall impair any such right or power or shall be construed to be a waiver of any such default or Event of Default or acquiescence therein, and every such right and power may be exercised from time to time and as often as may be deemed expedient. No waiver of any Event of Default hereunder by the Holder shall extend to or affect any subsequent Event of Default or impair any rights or remedies consequent thereon. $ectiori 2a2. yntopditiQDal Bight to Recgi1e Principal ,. premium and Interest. Nothing in this Ordinance shall affect or impair the right of the Holder to enforce , by action at law , payment of the principal of , premium, if any, and interest on the Bond as the same shall become due and payable , or upon the date fixed for prepayment or (subject to the provisions of Section 402) upon the same being declared due prior to final maturity, as herein provided, or the obligation of the Issuer to pay the principal of , premium, if any, or interest on the Bond to the Holder thereof at the time , place, from the source and in the manner expressed herein and therein. $ectIg , ZQ. Termination of Proceedings . In case any Holder shall have proceeded to enforce any right under this Ordinance or the Bond , and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely to the Holder , then and in every such case the Issuer , the Developer and the Holder shall be restored to -32- their former positions and rights hereunder , and all rights , remedies and powers of the Holder shall continue as if no such proceedings had been taken. • Section Da. Waivgrg Qf Eyepts Qf Default. The Holder may in writing in its discretion waive any Event of Default hereunder and its consequences and rescind any declaration of maturity of principal of , premium, if any , and interest on the Bond. ARTICLE VIII Amendments to Ordinance and Agreement The Issuer shall not amend , rescind , repeal , change or modify this Ordinance or consent to any amendment , change or modification of the Agreement without the prior written consent of the Holder and the Developer. ARTICLE IX Miscellaneous Section Limitation Qf Riahts . With the exception of rights herein expressly conferred , nothing expressed or mentioned in or to be implied from this Ordinance or the Bond is intended or shall be construed to give to any person other than the Developer and the Holder any legal or equitable right , remedy or claim under or in respect to this Ordinance or any covenants , conditions and agreements herein contained ; this Ordinance and all of the covenants , conditions and agreements hereof being intended to be and being for the sole and exclusive benefit of the Developer and the Holder ; but nothing herein contained shall be construed to limit the rights of the Purchaser under the Bond Purchase Agreement . Section 2Q2. Limitation of individual Liability. No covenant , agreement or obligation contained herein shall be deemed to be a covenant, agreement or obligation of any Present or future member , director , officer, employee or agent of the Issuer in his individual capacity, and neither shall the members be liable personally on the Bond or be subject to any personal liability or accountability by reason of the issuance thereof . No member , director , officer , employee or agent of the Issuer shall incur any personal liability with respect to any other action taken by him pursuant to this Ordinance or the Act , provided such member , director , officer, -33- employee or agent acted in good faith. section 222. Notices. Unless otherwise provided herein, all demands , notices , approvals , consents , requests and other communications hereunder shall be in writing and shall be deemed to have been given when delivered by first class registered or certified mail , return receipt requested , postage prepaid , addressed: (a) if to the Developer , to the address of the Property described in the Mortgage and Security Agreement which is one of the Security Instruments , to the attention of the owner of such Property the address of the Property being 770 Tollgate Road , Elgin, Illinois ; (b) if to the Issuer , at the City of Elgin , Elgin, Illinois 60120 , Attention: City Clerk; (c ) if to the Holder of the Bond , to the registered owner thereof as shown on the registration books maintained by the Registrar pursuant to this Ordinance ; and (d) if to the Purchaser as the Holder of the Bond or otherwise at P.O. Box 27424, Richmond , Virginia , 23261 , or at such other address as it may designate by written notice , one such copy addressed to the attention of "Mortgage Division" and the other addressed to the attention of "Law Department" in addition to any other address for the giving of notice to the Purchaser , as Holder hereunder. A duplicate copy of each demand , notice, approval , consent , request or other communication, made or given hereunder shall also be delivered to each of the others . ,Section 2Q4. seveZaDility. If any clause, provision or section of this Ordinance be held illegal or invalid by any court , the illegality or invalidity of such clause, provision or section shall not affect any of the remaining clauses , provisions or sections hereof , and this Ordinance shall be construed and enforced as if such illegal or invalid clause , provision or section had not been contained herein. In case any agreement or obligation contained in this Ordinance be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or obligation of the Issuer -34- to the full extent permitted by law. Section 221. Scolicablt Law. This Ordinance shall be governed by the applicable laws of the State of Illinois . Section 221. Reaea1 of Inconslitent,ProceedSn,a.s . That all ordinances , resolutions and other proceedings of the City Council of the City in conflict herewith are , to the extent of such conflict, hereby repealed. ap tior 221. Effective Date. That this Ordinance shall be in full force and effect from and after its passage and approval as provided by law. s/ Steve West Mayor Pro Tem Presented: March 19, 1980 Passed: March 19 , 1980 Vote: Yeas 6 Nays 0 Recorded: Published : Attest: s/ Marie Yearman City Clerk -35- UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTIES OF KANE AND COOK CITY OF ELGIN Industrial Development Revenue Bond, Series A of 1980 (Refractory Products Co. Project ) The City of Elgin, Kane and Cook Counties, Illinois, a political subdivision of the State of Illinois and a home rule unit pursuant to Section 6 (a) of Article VII of the Constitution of the State of Illinois (the "Issuer" ) , for value received, hereby promises to pay, solely from the source and as hereinafter provided, to THE LIFE INSURANCE COMPANY OF VIRGINIA, or registered assigns, by good and sufficient check or draft (subject to collection in full prior to any credit therefor) delivered to the registered owner hereof at his address as it appears on the registration books kept by the City Clerk of the Issuer, as Registrar, or at such other address as the holder hereof may from time to time designate to the Issuer, the Registrar and the Developer in writing, the principal sum of EIGHT HUNDRED AND FIFTY THOUSAND DOLLARS ($850, 000) together with interest from the date hereof on the principal balance from time to time unpaid hereon at the rate of eight and one-half per cent (8-1/2%) per annum, except as hereinafter provided in the Ordinance in the event of a determination of taxability or during a period of default. Principal and interest on the Series A Bond shall be paid on the first day of each month, commencing on the first day of May, 1980 and continuing on the first day of each month thereafter in 324 consecutive monthly installments with the first 323 installments to be in the amount of $6, 705. 00 and the final installment to be in the amount of the then remaining unpaid balance of principal and interest hereon; provided, however, that the first such installment shall be increased by the amount of interest accruing but unpaid from and after the date of delivery thereof to and including March 31 , 1980. No notation is required to be made hereon as to the payment of any principal or interest. HENCE THE FACE AMOUNT OF THIS BOND MAY EXCEED THE PRINCIPAL SUM REMAINING OUTSTANDING 71 AND DUE HEREUNDER. This Bond constitutes the entire issue of the $850, 000 City of Elgin, Kane and Cook Counties , Illinois Industrial Development Revenue Bond, Series A of 1980 (Refractory Products Co. Project) (the "Series A Bond" ) , authorized and issued under an Ordinance adopted by the Issuer on March 19, 1980, (the "Ordinance" ) , pursuant to and in full compliance with the Constitution and laws of the State of Illinois, particularly Ordinance No. S2-78 entitled "City of Elgin Economic Development and Pollution Control Revenue Bond Enabling Ordinance" (the "Act" ) , for the purpose of funding a loan by Issuer to Refractory Products Co. , an Illinois corporation (the "Developer" ) , for the purpose of paying the costs of acquiring, constructing and equipping an Economic Development Project (as defined in the Act) consisting of real estate, buildings, equipment, machinery and other facilities in connection therewith for use by the Developer as manufacturing, warehousing and office facilities ( the "Project" ) in the City of Elgin, Kane and Cook Counties, Illinois, and the payment of necessary costs incidental thereto, so as to further the purposes and policies of the Act by creating or retaining employment opportunities in the City of Elgin, Kane and Cook Counties, Illinois. The terms and conditions of the acquisition, construction and equipping by Developer of the Project, the loan of the proceeds of the Series A Bond to Developer for such purposes, and the repayment of said loan are contained in a certain Loan Agreement, dated as of February 1 , 1980 (the "Agreement" ) , between the Issuer and the Developer. The Agreement and the Developer ' s Series A Promissory Note, of even date herewith, in the original principal amount of $850, 000 (the "Note" ) , and the proceeds thereof, evidencing its indebtedness under the Agreement, and all amounts payable thereunder (except certain rights of the Issuer with respect to indemnification under Section 6. 7 thereof) , will be assigned to the Bondholder to secure payment of this Series A Bond. Reference is hereby made to the Ordinance and the Agreement and to all supplements thereto for the provisions, among others, with respect to the rights, duties and obligations of the Issuer and the Developer, the terms upon which the Series A Bond and the Note are issued, the rights of the holder of the Series A Bond and provisions for defeasance of such rights. If at any time the holder of this Series A Bond shall determine, subject to the provisions of the Ordinance, that it is required to treat all or any part of any payment of interest on this Series A Bond as subject to any Federal tax -2- e • imposed upon or measured by income (except solely as the result of the holder being deemed a "substantial user" of the Project or a "related person" , within the meaning of Section 103 (b) (8 ) of the Internal Revenue Code, which exception shall not be applicable if the holder is a "substantial user" or "related person" thereof as the result, primarily or wholly, of a default by the Developer under Section 6. 11 of the Agreement) , the interest rate on this Series A Bond shall, as to all payments so deemed to be subject to such tax, irrespective of whether such payments may have theretofore accrued or any amounts paid with respect thereto, be automatically increased to ten and one-half per cent (10-1/2%) per annum and any amount of interest past due by reason of such determination shall thereupon become immediately due and payable as provided in the Agreement. In such event the monthly installments of principal and interest payable hereunder shall be increased so as to amortize fully the then outstanding principal amount of this Series A Bond at such taxable interest rate over the remainder of the original 324 principal installments hereof as provided in Section 204 (c ) of the Ordinance. This Series A Bond may also be called in full by the holder hereof in the event of such determination of taxability pursuant to the Ordinance. To secure payment of this Series A Bond the Developer has executed and delivered to The Life Insurance Company of Virginia, as mortgagee, a Mortgage and Security Agreement and an Assignment of Rents and Other Income, with respect to the Project, any leases thereof and the income derived therefrom, and has agreed to execute and deliver such financing statements and other documents as may be required by the holder of this Series A Bond from time to time to secure the payment hereof (the "Security Instruments" ) . During any period of default hereunder or under the Ordinance or any of the Security Instruments, the entire unpaid principal amount of this Series A Bond, at the option of the holder of this Series A Bond, shall bear interest at the rate of three per cent (3%) per annum in excess of the rate that would then be in effect hereunder if no such default had occurred. This Series A Bond may not be called for prepayment by the Issuer except as provided her.ain and in the Ordinance. Upon the occurrence of certain events ( including a determination of taxability, as aforesaid) specified in the Ordinance, this Series A Bond is subject to required prepayment in full, or in part in inverse order of principal maturity, upon payment -3- • of the principal amount thereof so to be prepaid plus accrued interest thereon to the prepayment date and such other amounts , if any, as may be required by the Ordinance. Notwithstanding the provisions of the immediately preceding paragraph, the holder of this Series A Bond is hereby granted the option of accelerating on March 1, 1995 the entire unpaid principal balance hereof, together with accrued interest thereon, by mailing written notice of such acceleration to the Issuer and the Developer on or before December 1 , 1994. Following such mailing, the unpaid principal balance hereof, together with all accrued interest thereon, shall become due and payable on and shall be paid on March 1, 1995. This Series A Bond is not prepayable at the option of the Issuer on or before March 1, 1990, except as provided in the Ordinance. Thereafter, upon such notice as is required by the Ordinance, this Series A Bond may be prepaid in whole (but not in part) , at the option of the Issuer to be exercised upon the direction of the Developer, on any principal and interest payment date upon payment of the following amounts , expressed as a percentage of the outstanding principal amount of this Series A Bond, plus accrued interest to the prepayment date : 105. 0% if prepaid April 1 , 1990 to March 31, 1991 , inclusive; 104. 5% if prepaid April 1 , 1991 to March 31, 1992, inclusive; 104. 0% if prepaid April 1 , 1992 to March 31, 1993, inclusive; 103. 5% if prepaid April 1 , 1993 to March 31, 1994, inclusive; 103. 0% if prepaid April 1 , 1994 to March 31, 1995, inclusive; 102. 5% if prepaid April 1 , 1995 to March 31, 1996, inclusive; 102. 0% if prepaid April 1 , 1996 to March 31, 1997, inclusive; -4- • 101 . 5% if prepaid April 1, 1997 to March 31, 1998, inclusive; 101 . 0% if prepaid on April 1 , 1998 or thereafter. This Series A Bond is also subject to optional prepayment solely in the discretion of the Developer and upon such notice as is required by the Ordinance in part on the first day of any month occurring on and after April 1 , 1980 at a price equal to 100% of the principal amount thereof to be prepaid, plus accrued and unpaid interest thereon to the date fixed for prepayment, without premium; provided that the aggregate amount of all such prepayments during any calendar year shall not exceed $85, 000 and this privilege of making a partial prepayment without premium shall not be available during any calendar year in which this Series A Bond shall be prepaid in full. In the event of a partial prepayment of principal of the Series A Bond permitted or required hereby, such payment shall be applied to the payment of the unpaid principal amount of the Series A Bond in inverse order of maturity and the amount of each of the installment payments of principal and interest due on the first day of each month thereafter shall not be reduced by reason of such partial prepayment. This Series A Bond, the premium, if any, and the interest hereon are limited obligations of the Issuer payable by the Issuer solely from the revenues derived by the Issuer from the financing of the Project, which revenues have been pledged and assigned to the holder of this Series A Bond to secure payment thereof. This Series A Bond, the premium, if any, and the interest hereon shall not be deemed to constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory limitation and shall not constitute nor give rise to a pecuniary liability of the Issuer or a charge against the general credit or taxing powers of the Issuer, or a debt or a pledge of the faith and credit of the State of Illinois or any political subdivision thereof, including the Issuer. NEITHER THE STATE OF ILLINOIS NOR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF AND INTEREST ON THIS SERIES A BOND OR OTHER COSTS INCIDENT THERETO EXCEPT FROM THE REVENUES, RECEIPTS AND PAYMENTS PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF, INCLUDING THE ISSUER, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF, PREMIUM, -5- IF ANY, OR INTEREST ON THIS SERIES A BOND OR OTHER COSTS INCIDENT THERETO. The registered owner of this Series A Bond shall be entitled to enforce the provisions of the Ordinance and to institute action to enforce the terms, covenants and conditions thereof and to take any action with respect to any Event of Default under the Ordinance and to institute, appear in or defend any suit or other proceeding with respect thereto, and to take such other action as provided in the Ordinance or as may otherwise be permitted by law or in equity. In certain events, on the conditions, in the manner and with the effect set forth in the Ordinance, the principal of this Series A Bond may become or may be declared due and payable before its stated maturity, together with accrued interest thereon. Modifications or alterations of the Ordinance and the Agreement, or of any supplements thereto, may be made only to the extent and in the circumstances permitted therein. The transfer of this Series A Bond may be registered by the registered owner hereof in person or by his duly authorized attorney or legal representative at the principal office of the Registrar, but only in the manner and subject to the limitations and conditions provided herein and in the Ordinance and upon surrender and cancellation of this Series A Bond. Upon any such registration of transfer the Issuer shall execute and deliver in exchange for this Series A Bond a new registered Series A Bond without coupons, of the authorized denomination, registered in the name of the transferee, and the Registrar shall give the Developer notice of such transfer and the address at which payments are thereafter to be made. The Issuer shall, prior to due presentment for registration of transfer, treat the registered owner as the person exclusively entitled to payment of principal, premium, if any, and interest and the exercise of all other rights and powers of the owner of this Series A Bond. Upon the transfer of the Series A Bond as permitted under the Ordinance, the Issuer shall have no responsibility for any assignment or transfer of the Agreement, the Note or any of the Security Instruments or of any rights , interests or security thereunder, including any moneys held in escrow for the payment of taxes, insurance premiums or other charges with respect to the Project although the Issuer covenants and agrees to execute and deliver such instruments as may be necessary in connection with any such assignment or transfer. -6- , All acts, conditions and things required to happen, exist or be performed precedent to and in the issuance of this Series A Bond have happened, exist and have been performed. IN WITNESS WHEREOF, the City of Elgin, Kane and Cook Counties, Illinois, has caused this Series A Bond to be signed on its behalf by the manual signature of its Mayor, its seal to be impressed or imprinted hereon and attested by the manual signature of its City Clerk and this Series A Bond to be dated the Th day of f(At'}RQ 0 , 1980. CITY OF ELGIN, KANE AND COOK COUNTIES, ILLINOIS ' BY (SEAL) Title: Mayor ATTEST: \...LLy.L....._,2_...)' Title: City lerk FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please print or type name and address of transferee) the within Series A Bond and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to transfer the within Series A Bond on the books kept for registration thereof, with full power of substitution in the premises. NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Series A Bond in every particular, without alteration or enlargement or any change whatever. -7- L - ASSIGNMENT FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto COMBINED INSURANCE COMPANY OF AMERICA the within Bond and all rights thereunder, and hereby irrevocably consitiutes and appoints COMBINED INSURANCE COMPANY OF AMERICA Attorney, to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises . THE L FE INSURANCE COMPANY OF VIRGINIA BY: TITLE: Vice President NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever. r - MEMORANDUM OF AGREEMENT THIS MEMORANDUM OF AGREEMENT is between the City of Elgin, Cook and Kane Counties , Illinois , party of the first part (herein- after referred to as the "Issuer") , and Refractory Products Company, party of the second part (hereinafter referred to as the "Corporation") . 1. Preliminary Statement. Among the matters of mutual inducement which have resulted in the execution of this Agreement are the following : (a) The Issuer, a home-rule unit of government pursuant to the provisions of Article VII , Section 6 (a) of the Constitution of the State of Illinois , is authorized to issue revenue bonds for the purpose of financing the cost of any land, buildings , machinery and equipment which will create or retain employment opportunities in or near the City of Elgin, Illinois . (b) The Corporation wishes to obtain satisfactory assurance from the Issuer that the proceeds of the sale of the revenue bonds will be made available to finance the costs of certain manufacturing, warehousing and office facilities consisting of one or more build- ings , machinery, equipment and related facilities (the "Project") to be acquired and constructed in the City of Elgin, Illinois . (c) Subject to due compliance with all requirements of law and to the provisions of paragraph 4 hereof, the Issuer by virtue of such authority as may now or hereafter be conferred by the Constitution and laws of the State of Illinois and pursuant to its powers as a home-rule unit of government , will issue and sell its revenue bonds in the amount of approximately $1 ,000 , 000 (the "bonds") to pay costs of the Project. (d) The Issuer considers that the financing of the Project will promote and further the public purpose of creating or retain- ing employment opportunities in or near the City of Elgin, Illinois . 2. Undertakings on the Part of the Issuer. Subject to the conditions above stated, the Issuer agrees as follows : (a) That it will begin the proceedings necessary on its part to authorize the issuance and sale of the bonds for the purpose of locating the Project within the City of Elgin, Illinois . (b) That if purchase arrangements satisfactory to the Cor- poration can be made , it will adopt, or cause to be adopted, such proceedings and authorize the execution of such documents as may be necessary or advisable for the authorization, issuance and sale of the bonds , all as shall then be authorized by law and mutually satisfactory to the Issuer and the Corporation. • (c) That , if the Issuer issues and sells the bonds , it will (i) acquire or construct, or complete the acquisition or construc- tion of the Project and lease , sell or otherwise dispose of it to the Corporation or (ii) finance the acquisition and construction of the Project , and the aggregate basic rents , sale price or other consideration (i .e . , the amounts to be paid by the Corporation and used by the Issuer to pay the principal, interest and premium, if any , on the bonds) payable under the instrument whereby the Project shall be leased, sold or otherwise disposed of to the Corporation , shall be such sums as shall be sufficient to pay the principal of and interest and redemption premium, if any , on the bonds as and when the same shall become due and payable , and, if title to the Project is acquired by the Issuer, the Corporation shall be entitled to acquire from the Issuer, its right , title and interest to the Project for an amount equal to the amount required to retire the outstanding bonds , plus One Dollar. (d) That it will take or cause to be taken such other acts and adopt such further proceedings as may be required to implement the aforesaid undertakings or as it may deem appropriate in pursuance thereof. 3. Undertakings on the Part of the Corporation. Subject to the conditions above stated, the Corporation agrees as follows : (a) That it will use all reasonable efforts to find one or more purchasers for the bonds . (b) That it will to the extent deemed by it to be necessary or desirable , enter into a contract or contracts for the construc- tion and acquisition of the Project (including any necessary con- tracts for the procurement of real property necessary or useful in said Project and which will become a part thereof) , and that at or prior to the time of the delivery of the bonds by the Issuer, it will (i) convey the Project and assign such contracts to the Issuer or (ii) execute and assign a debt instrument, all as shall be authorized by law and mutually satisfactory to the Issuer and the Corporation. (c) That contemporaneously with the delivery of the bonds by the Issuer it will enter into an instrument with the Issuer under the terms of which the Corporation will obligate itself to pay to the Issuer sums sufficient in the aggregate to pay the principal of and interest and redemption premium, if any, on the bonds as and when the same shall become due and payable , such instrument to contain provisions required by law and such other provisions as shall be mutually acceptable to the Issuer and the Corporation. (d) That it will take such further action and adopt such further proceedings as may be required to implement its aforesaid undertakings or as it may deem appropriate in pursuance thereof. - 2- ... e. 4. General Provisions . a (a) All commitments of the Issuer under paragraph 2 hereof and of the Corporation under paragraph 3 hereof are subject to the condition that on or before 365 days from the date hereof (or such other date as shall be mutually satisfactory to the Issuer and the Corporation) , the Issuer and the Corporation shall have agreed to mutually acceptable terms for the bonds and of the sale and delivery thereof, and mutually acceptable terms and conditions of the con- tracts and instruments referred to in paragraphs 2 and 3 hereof. (b) The Corporation agrees that it will , within thirty (30) days of the passage of a resolution by the City Council of the Issuer authorizing execution of this Memorandum of Agreement, deposit and pay over to the Issuer, pursuant to Issuer's Ordinance No. S - 79 , any and all amounts required under the terms of said Ordinance for the purpose of payment by Issuer of the necessary expenses it incurs in carrying out the terms of this Memorandum of Agreement. (c) The instrument to be entered into between the Issuer and the Corporation may take the form of a lease agreement, install- ment purchase agreement, loan agreement, note or bond, or any other form then authorized by the Issuer' s Ordinance No. S - 79 , as from time to time amended or supplemented. IN WITNESS WHEREOF, the parties have entered into this A r ement by their 9fficers thereunto duly authorized as of the day of ,Z2fR,i / , 1979. CITY OF ELGIN, COOK AND KANE COUNTIES, ILLINOIS ) 2,, ktl.r , _ -14A.1.,,f By Mayor Attest : 4. (� 0,....x_A--$4--' q).....a.},.....vvt_t_4(_____ City Clerk ., (SEAL) REFRACTORY PRODUCTS OMP Y By _ 4 Attest: y nor .,-el E 11•4„.-, . �o '.r-D -3- i�i roy,,tvl •; .:�' , y c� El .4 c'aP ylrh+,t e TELEPHONE 312/ 500 �n , CITY OF ELGIN 150 DEXTER COURT ELGIN, ILLINOIS 60120-5555 Rq!!p F�8 November 17, 1989 Ms. Berkeley H. Poison Senior Mortgage Adminitrator 6604 West Broad Street Richmond, Virginia 23261 RE: Registration of Series A of 1980 (Refractory Products Co. Project) Bond Issue Dear Ms. Poison: Congratulations on your recent nuptuals and your promotion (or so it appears from your July 5 and November 10 letters). We have received your original bond and the attached assignment. I checked the ordinance and have attached a copy of Ordinance No. S3-80 which specifies the necessary steps involved in transferring the bond. We need to be provided an assignment which shows the address of the transferee at which payments are thereafter to be made. Additionally, please forward a written instrument executed by the transferor and the transferee of the bond indicating that the security instruments and all rights, interests and security of the transferor and the note and agreement have been duly assigned and transferred to the transferee in a manner satisfactory to the transferee. Please let me know if you have any further questions. Yours truly, Kathleen A. McCarthy Assistant Corporation Counsel KAM/nr Enclosure Aon Advisors, Inc. 6604 West Broad Street P.O. Box 27424 Richmond, Virginia 23261 804/281-6447 July 5, 1989 Secretary City of Elgin 150 Dexter Court Elgin, Illinois 60120 Re: Registration of Transfer United States of America, State of Illinois , Counties of Kane Cook, City of Elgin, Industrial Development Revenue Bond, Series A of 1980, (Refractory Products Co. Project) dated March 28, 1980 for $850 ,000 issued by The City of Elgin, Kane and Cook Counties, Illinois to The Life Insurance Company of Virginia . Dear Sir: Please find enclosed the original of the subject Bond issued by The City of Elgin, Kane and Cook Counties, Illinois, which bears on the last page thereof, the assignment of the Bond from The Life Insurance Company of Virginia (the former owner) to its affiliate Combined Insurance Company of America, an Illinois insurance corporation. Please have this pwnership change recorded on the rQsistration books which you keep for the fond. As soon as the registration of the transfer is completed, please return to us at the above address , the original of the Bond together with your confirmation that the requested transfer has been completed Sincerely yours, Berkeley N. Harland Administrative Secretary Investment Services (804) 281-6524 /bnh Enclosure January 11, 1990 MEMORANDUM TO: Kathleen M. Carlson, Assistant Corporation Counsel FROM: James H. Bolerjack, Jr. , Finance Director SUBJECT: Registration of Series A (1980) Bonds - Refractory Products Attached please find the original of the Supplement to the Assignment by Life Insurance Company of Virginia to Combined Insurance Company of America dated June 23, 1989. A response should be sent to Aon Advisors along with the original bond. It would seem that a response of the transfer should also be sent to the trustee. JHB/daw Attachment Aon Advisors,Inc. 6604 West Broad Street P.O. Box 27424 Richmond, Virginia 23261 804/281-6447 January 17 , 1990 City of Elgin Ms . Kathleen A. McCarthy Assistant Corporation Counsel 150 Dexter Court Elgin, Illinois 60120-5555 Re: Loan No. 112 Registration of Series A of 1980 (Refractory Products Co. Project) Bond Issue Dear Ms . McCarthy: Please refer to my letter of December 4 , 1989 and advise when we may receive the original Bond. Sincerely, G .12,t)iA ,)t6),I.,, Berkeley H. Polson Senior Mortgage Administrator Investment Services (804) 281-6524 M ER RILL SHEPARD (tfr6 HERBERT POPE FRANK F. FOWLE Iflle-1a59 MELVILLE C.WILLIAMS A.BALLARD ERNEST S.BALLARD ELLIS A. ELMS W. T POPE, BALLARD, SHEPARD & FOWLE ID Ifl-. EDWARD B.MILLER WILLIS S.RYZA J.GERARD BAMBRICK,JR. 69 WEST WASHINGTON STREET MICHAEL B.FISCHER JAMES C.OUIGLEY JOSEPH E.MG MITT JOHN B.LASHBROOK THOMAS D.NYMAN CHICAGO, ILLINOIS 60602 PERRY L.TAYLOR JAMES G.DAVIS MARK T.DUNN THOMAS B.HART PATRICIA A.BRANDIN HERBERT S.WANDER TELEPHONE(312)630-4200 CHARLES R.MGKIRDY ALAN C.GARRETT NANCY SCHAEFER TELECOPIER (312)372-7097 PAUL E.FREEHLING BENJAMIN BEILER WILLIAM E.KELLY TELEX 25-6225 THOMAS E.BUESS THOMAS J.REGAN ROBERT L.RYKEN MICHAEL A.WARNER CABLE POPEBAL OUIN R.FRAZER JOHN S.SCHAUER JAMES M.O'BRIEN MARSHAL I,MG MAHON,JR. MARC A.DORENFELD WILLIAM L.ROWDER JOHN J.O'MALLEY DAVID R.SHEVITZ February 27, 1979 PATRICIA T.BERGESON KAEL B.KENNEDY MARY LOUISE HADDAD TIMOTHY C.KLENK BRIAN W.BULGER ROBERT C.BONGES JULES I.CRYSTAL CHARLES M.CHADD TIMOTHY M.SULLIVAN MATTHEW R.MCARTHUR JOHN E.FREECHACK M.POCKROSS BARRY MORRELLELL ARTHUR W.HAHN HOWARD L.BERNSTEIN WRITERS DIRECT PLEASE REFER TO RAY G.REZNER CAROL BERLIN MANZONI RICHARD A.ZACHAR DIAL NUMBER IS OUR FILE NUMBER JAMES J.BRENNAN MICHAEL G.HRON TERRY SATINOVER 6 3 0-4 2 0 2 Mr. Edwin W. Jentsch Corporation Counsel City of Elgin 150 Dexter Court Elgin, IL 60120 Re: Refractory Products Company Dear Mr. Jentsch: We thank you for yoursof February 23 in the above matter. Refractory Products is very much interested in pursuing the issuance of the Industrial Revenue Bonds. In fact, arrange- ments with an insurance company for purchase of the bonds is substantially completed. Confirming our telephone conversation, in response to your letter, Refractory Products Company is planning to issue only $850,000 of bonds. It is understood that this is permitted under the Memorandum of Agreement which refers to issuing "approximately $1,000 ,000" of bonds. Also, the company is not planning to undertake the revenue bond financing until next September or October (1979) - when the construction of the building is to be completed. Meantime, financing for the construction will be handled by special construction financing. In these circumstances, we would like to delay any payments due to the City of Elgin under paragraph 4 (b) of the Memorandum of Agreement until the time when the bonds will be issued. Is this possible? 1 ours very truly, . 1 .s./A/( b6:1\-- i ) et. u_. Ellis A. Ball rd EAB/df cc: R. K. Woodruff President/Refractory Products Company Refractory Products Company fr , k.^, 770 TOLLGATE ROAD, P.O. BOX 2134, ELGIN, IL. 60120 • PHONE 312/697-2350 REGISTERED MAIL City of Elgin Elgin, Il . 60120 Attention: City Clerk RE: Bond Purchase Agreement RE: $850, 000 Economic Development Revenue Bond Series A of 1980 (Refractory Products Company Project) Of The City of Elgin, Kane & Cook Counties, Illinois, Dated As Of February 1, 1980 Gentlemen: We are advised that the Mayor of the City of Elgin may not be available to sign documents until Friday, March 28, 1980. Accordingly, pursuant to the provisions of Subsection 1.4 of Section 1 of the aforesaid Bond Purchase Agreement, the undersigned, Refractory Products Company, designated as the Developer in said Agreement, hereby designates Friday, March 28, 1980, rather than Thursday, March 27, 1980, as the Closing Date as provided in said Agreement for delivery of the Series A Bond against payment of funds therefore, and otherwise as provided in said Agreement. Dated: March 20, 1980 REFRACTORY PRODUCTS COMPANY "7144044,t_ g R. Bruce Abell RBA/bb CERAMIC FIBER PRODUCTS