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Home My WebLink About92-1028 Gabriel Bond 9a 1Qa8 RESOLUTION AUTHORIZING EXECUTION OF CONSENT TO REDEMPTION OF INDUSTRIAL REVENUE BONDS, SERIES 1979, GABRIEL REALTY PROJECT WHEREAS, the Borrower has requested the consent of the City of Elgin, as Issuer, to the redemption of all outstanding bonds; and WHEREAS, the Issuer consents to said redemption. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ELGIN, ILLINOIS, that George VanDeVoorde, Mayor, be and is hereby authorized to execute a consent to said redemption on behalf of the City of Elgin, a copy of which is attached, and forward the consent to the Trustee, American National Bank and Trust Company of Chicago. s/ George VanDeVoorde George VanDeVoorde, Mayor Presented: October 28, 1992 Adopted: October 28, 1992 Vote: Yeas 6 Nays 0 Recorded: Attest: s/ Dolonna Mecum Dolonna Mecum, City Clerk • �n ��°FE Agenda Item No . October 23, 1992 MEMORANDUM TO: Mayor and Members of City Council FROM: Larry Rice, City Manager SUBJECT: Gabriel Realty Project ( Industrial Revenue Bond) PURPOSE : The purpose of this memorandum is to tra nsmit the request of Gabriel Realty to prepay the outstanding indebtedness due on their 1979 Industrial Revenue Bond issue. BACKGROUND: Indu strial Revenue Bonds were issu ed on behalf of Gabriel Realty in 1979 . The Borrower, Gabriel Realty, has the right to prepay the indebtedness . FINANCIAL IMPACT: None. RECOMMENDATION: It is recommended that consent to the redemption b "ven as requested. L. Ric Ci y Manager IE41t!iI1 /� TELEPHONE 708/931-6100 p... y FAX 708/931-5610 FOR HEARING IMPAIRED ff*A":: TDD 708/931-5616 CITY OF ELGIN 150 DEXTER COURT ELGIN, ILLINOIS 60120-5555 p'9 Direct Line 931-5660 October 29 , 1992 Mr. Brian Terwilliger Corporate Trust Administration American National Bank and Trust Company of Chicago 33 North LaSalle Street-13th Floor Chicago, IL 60690 Re: I .D.R.B. Series 1979 (Gabriel Realty Project) Dear Mr. Terwilliger: I am enclosing letter from Robert J. Ladecky of Gabriel Realty Project and Consent Form executed by George VanDeVoorde, Mayor of the City of Elgin regarding the above. Very truly yours, Dolonna "Loni" Mecum, PLS City Clerk dkm Enclosure Printed on recycled paper October 16, 1992 (11 BRIE L AN INVESTMENT FIRM City Council City of Elgin 150 Dexter Court Elgin, IL 60120-5555 Attn: Corporate Council, Ms. Barbara Okelsen RE: Request for Consent of Issuer- City of Elgin, Illinois $2, 485, 000 I.D.R.B. Series 1979 (Gabriel Realty Project) , Due 12/01/94 Dear Council Members: Gabriel respectfully requests the Issuer to allow the Borrower to redeem the outstanding amount of the subject I.D.R.B. on the next redemption date, December 1, 1992, in accordance with Sections 301 and 302 of the Loan Agreement. The amount that will be redeemed prior to maturity is $660, 000, and Gabriel understands that such amount would be subject to a 2% prepayment premium, per Section 305 of the Loan Agreement. Please indicate your consent in the space provided below and forward the executed copy to the Trustee: Mr. Brian Terwilliger Corporate Trust Administration American National Bank and Trust Company of Chicago 33 No. La Salle Street - 13th Floor Chicago, IL 60690 Respectfully, ;n4 ,e/t Robert J Ladecky Vice President Finance RJL:cj CONSENT FORM Pursuant to Sections 301 and 302 of the Loan Agreement dated as of September 1, 1979, and evidenced by the above Company request, consent is hereby given to allow the Borrowe - to redeem all remaining outstanding bonds on December 1, 1992. By: Its: � f1-yDX 1500 EXECUTIVE DRIVE ELGIN, ILLINOIS 60123 (708)888-7259 FAX (708) 888-7327 February 27, 1992 MEMORANDUM TO: James H. Bolerjack, Finance Director Dolonna "Loni" Mecum, City Clerk FROM: Barbara Oklesen, Assistant Corporation Counsel SUBJECT: Consent Form--Gabriel Realty Project Please find enclosed consent form executed by the Mayor. BO nr Attachment American National Bank American National Bank and Trust Company of Chicago 33 North LaSalle Street Corporate Trust, 13th Floor Chicago, Illinois 60690 Attn: Brian Terwilliger CONSENT FORM $2,485,000 City of Elgin, Illinois Industrial Development Revenue Bonds, Series 1979 (Gabriel Realty Project) (the "Bonds") Pursuant Section 5.2 of the Loan Agreement dated as of September 1, 1979, and evidenced by the enclosed company letter dated January 13, 1992, the proposed organizational changes are subject to your right as Issuer to give written consent. Consent is hereby given of my election to: [X ] Approve of the proposed organizations changes as indicated. [ ] Disapprove of the proposed organizational changes as indicated. Issuer: City of Elgin 150 Dexter Court Elgi , Illinois 60120-5555 By:: 44sd.44 '/fir Its:^� Date: February o�...5( , 1992 American National Bank and Trust Company of Chicago, as Trustee . . TELEPHONE 708/695-6500 El •�� FAX 708/931-5610 FOR HEARING IMPAIRED � of E�C� TDD 708/931-5616 .•A � CITY OF ELGIN 150 DEXTER COURT ELGIN, ILLINOIS 60120-5555 ��+�en r�i October 20, 1992 Mr. John Polich, P.E. , President Gabriel Laboratories, Ltd. 1421 North Elston Avenue Chicago, IL 60622 Dear Mr. Polich: In response to your letter dated October 13, 1992, requesting a list of all water users in our community with a consumption greater than 25,000 gallons per day, I have compiled the following list based on consumptions for September: Sherman Hospital Crest Photo/Osco Drug 934 Center Street 955 Brant Drive Elgin, IL 60120 .Elgin, IL 60120 City of Elgin Amax Plating Company 150 Dexter Court 970 East Chicago Street Elgin, IL 60120 Elgin, IL 60120 School District U-46 Shedd Bartush Foods 355 East Chicago Street 51 North State Street Elgin, IL 60120 Elgin, IL 60123 Saint Joseph Hospital Ramada Inn Accounting 77 North Airlite Street 500 West River Road Elgin, IL 60123 Elgin, IL 60123 D E H, Inc. Elgin Precision Glass 1032 Morse Avenue 1900 Holmes Road Schaumburg, IL Elgin, IL 60123 Hinckley & Schmitt, Inc. Sherman Hospital 1171 Jansen Farm Court 934 Center Street Elgin, IL 60123 Elgin, IL 60120 Blackhawk Builders Mobile Management Co. 926 Congdon Avenue 411-1/2 Sadler Avenue Elgin, IL 60120 Elgin, IL 60120 Printed on recycled paper Mr. John Polich, P.E. Page 2 Henkel Adhesive Corp. Illinois Tool Works 1345 Gasket Drive St. Charles Street Elgin, IL 60123 Elgin, IL 60123 Elgin Mental Health Center Ecker Center 750 South State Street 1814 Grandstand Place Elgin, IL 60123 Elgin, IL 60123 Topeka Inn Management Deanza Corp. Suite 627 345 West River Road 9171 Wilshire Boulevard Elgin, IL 60123 Beverly Hills, CA 90210 Should you have any additional questions, please do not hesitate to contact me at 931-6155. Sincerely, rry E. Deibert Director of Water Operations LED:jk 26651020.292 cc: Loni Mecum, City Clerk V gabriellaboratories, ltd. Environmental& Energy Services • 1421 North Elston Ave. Chicago, Illinois 60622 October 13, 1992 Phone(312)486-2123 Fax(312)486-0004 Attn: Village/City Manager or Mayor y) Subject: Major (>25,000gpd)` Water Users Inside your Community. For some of the work we're currently performing for a Client of ours, we are desirous of obtaining a list of all companies or entities or individuals that use over 25,000 gpd in your community. Should it be necessary, please consider this a Freedom of Information request. _ Sincerely, ouraujj COrn) John Polich, P.E. President Gabriel Laboratories, Ltd. JP/lm/B2 tP144700/9,,- . (P/Ilt ' I. �� Printed on Recycled Paper GAl RIEL AN INVESTMENT FIRM December 23 , 1991 City of Elgin Ms. Loni Mecum City Clerk 150 Dexter Court Elgin, IL 60123 RE: CITY OF ELGIN, ILLINOIS $2, 485, 000 INDUSTRIAL DEVELOPMENT REVENUE BONDS SERIES 1979 (GABRIEL REALTY PROJECT) Dear Ms. Mecum: Please be advised that Gabriel Realty, an Illinois Limited Partnership, located in Elgin, Illinois will be dissolved and its assets and liabilities will be transferred to Gabriel, Inc. (the Parent Company of American Antenna and Capsonic) . The reason for the transfer is to simplify Mr. Liautaud's corporate organization structure (Mr. Liautaud is 100% owner of Gabriel, Inc. and Gabriel Realty) . Gabriel, Inc. makes the following representations: 1. It is an Illinois Corporation and is authorized to do business in the State of Illinois. 2 . It is a domestic entity. 3 . It assumes all the obligations of the Borrower under the terms of the City of Elgin, Series 1979 Industrial Development Revenue Bond in an aggregate principal amount of $2 , 485, 000. 4 . It has a consolidated tangible net worth (after giving effect to the transfer) significantly greater than that of the Borrower. 5. As a result of the transfer, no "Event of Taxability" (as defined in Section 208 of the Indenture) has occurred or will occur. 6. No event of default has occurred. Respectfully, Robert J. Ladecky Vice President Fina e RJL:cj cc: American National Bank and Trust Company of Chicago 33 N. La Salle Street 13th Floor Chicago, IL 60690 Attn: Corporate Trust Administration Brian Terwilliger 1500 EXECUTIVE DRIVE ELGIN ILLINOIS 60123 (312)888-7259 TWX 910 251 3008 TELEX 6871370 K4O INTL GABRIEL AN INVESTMENT FIRM December 23 , 1991 City of Elgin Ms. Loni Mecum City Clerk 150 Dexter Court Elgin, IL 60123 RE: CITY OF ELGIN. . . CERTIFICATE OF MANAGING PARTNER OF BORROWER Dear Ms. Mecum: In my opinion, none of the covenants in the Loan Agreement, in the Mortgage and Indenture will be violated as a result of the transfer, consolidation or merger of the net assets of Gabriel Realty into Gabriel, Inc. Re pest , id 0 James P. Liautaud Managing Partner Gabriel Realty JPL:cj cc: American National Bank and Trust Company of Chicago 33 N. La Salle Street 13th Floor Chicago, IL 60690 Attn: Corporate Trust Administration Brian Terwilliger 1500 EXECUTIVE DRIVE ELGIN ILLINOIS 60123 (312)888-7259 TWX 910 251 3008 TELEX 6871370 MO INTL C. PY January 7, 1992 MEMORANDUM TO: Barbara Oklesen, Assistant Corporation Counsel FROM: Loni Mecum, City Clerk SUBJECT: Industrial Revenue Bonds (Gabriel Realty Project) In response to your inquiry regarding the above matter, I talked to Jim Bolerjack and determined that neither the Finance Department nor the City Clerk' s Office has received any correspondence with reference to Gabriel Realty obtaining permission from the bondholders or the City of Elgin to dissolve and transfer the assets to Gabriel, Inc . cc: Jim Bolerjack January 6 , 1992 MEMORANDUM TO: Loni Mecum, City Clerk FROM: Barbara Oklesen, Assistant Corporation Counsel SUBJECT: Industrial Revenue Bonds (Gabriel Realty Project) Regarding the correspondence which you have attached to your request for legal opinion, I have obtained city records regarding the particular bond issue involved. In reviewing the terms of the loan agreement, it appears that the borrower is required to maintain its existence. In this case it would mean that the borrower would be required to maintain its existence as a limited partnership. In the event that they do not maintain this existence, a default may exist. However, certain conditions may exist under which exceptions are permitted to this rule. I would direct your attention to attached Page 21 of the loan agreement documents regarding this bond issue. As you will note, under certain circumstances the borrower may, "with the written consent of the Bondholders and the Issuer, sell or otherwise transfer to another domestic entity all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee entity, as the case may be . . . " . The language goes on to require that the resulting entity meet certain criteria. This is basically the criteria covered in Mr. Ladecky' s correspondence of December 23, 1991 . However, nothing in Mr. Ladecky' s correspondence indicates that he has obtained the permission of the bondholders or the issuer, City of Elgin. Is there any correspondence which has been directed to your attention or any other city department, particularly the finance department, which addresses the condition that such permission be granted? Please contact me regarding this matter. Additionally, Gabriel Realty is also involved in a 1984 bond issue. In this bond issue, it is also required to exist in its state as an Illinois limited partnership. Have you received any correspondence from Gabriel Realty regarding this subsequent bond issue? I thank you in advance for your operation in this matter. l 2 BO nr Attachments cc: Michael R. Gehrman ii--li Approved Erwin tV: Jentsch ARTICLE V Particular Covenants and Representations of the Borrower Section 5 . 1 . Maintenance and Modification of Project. 're Borrower has agreed in Section 5 oft and the M000nlygem and hereby far her agrees to maintain the 7 Project as provided in said Section 5 . Section 5 .2 . Borrower to Maintain its Existence; ^cnditions Under Which Exceptions Permitted. The Borrower agrees -:at during the term of this Agreement it will maintain its exis- tence as a limited partnership, will not dissolve orothdrwiSthat ispose of all or substantially all of its assets , pr to Borrower may, with the written consent of the Bondholders and the Issuer, sell or otherwise transfer to another domestic entity all or substantially all of its assets as an entirety and there- after dissolve, provided the surviving, resulting or transferee entity, as the case may be, (i ) is authorized to do business in the State, (ii ) is a domestic entity as aforesaid, (iii) assumes in writing all of the obligations of the Borrower under this Agreement; provided that the surviving, resulting or transferee entity, as the case may be, has a consolidated tangible net worth (after giving effect to such consolidation, merger or transfer) at least equal to or greater than that of the Borrower immedi- ately prior to such transfer, further provided that no "Event of :arability" (as defined in Section 208 of the Indenture) has theretofore occurred or will occur or result from such sale, transfer, consolidation or merger; and further provided that no ��event of default has occurred and is continuing hereunder. The term consolidated tangible net worth" as used in this Section 5.2 shall mean the amount obtained by subtracting total consoli- dated liabilities (not including as a liability any capital or surplus item) from total consolidated tangible assets of the Borrower. Prior to any such sale, transfer, consolidation or merger, the Trustee and the Issuer shall be furnished with a certificate from the managing partner of the Borrower, stating that in the opinion of such partner none of the covenants in this Loan Agreement, in the Mortgage and the Indenture contained will be violated as a result of said sale, transfer, consolidation or merger. Section 5 .3 . Qualification in the State of Illinois . The Borrower warrants that it is , and throughout the term of this Agreement it will continue to be, a limited partnership qualified to do business in the State of Illinois . Section 5 .4. Indemnity. (a) The Borrower shall and agrees to indemnify and save the Issuer and the Trustee harmless against and from all claims by or on behalf of any person, firm or corpora- tion arising from the conduct or management of, or from any -21- Section 5 . 11 . Arbitrage Covenants . The Borrower cov- 1,yants with the Issuer and the holders and owners of the Bonds tom time to time outstanding that so long as any of the Bonds remain outstanding, moneys on deposit in any fund or account in Mnnection with the Bonds, whether or not such moneys were de- ..red from the proceeds of the sale of the Bonds or from any :ter sources, will not be used in a manner which will cause the 3cnds to be "arbitrage bonds" within the meaning of Section :03(c) of the Code, and any lawful regulations promulgated or ' .roposed thereunder as in effect and applicable to obligations _ :ssued on the date of issuance of such Bonds . The Borrower re- serves the right, however, to make any investment of such moneys -emitted by this Agreement and the law of the State of Illinois, :f, when and to the extent that said Section 103 (c) or Regula- :ions promulgated thereunder shall be replaced or relaxed or stall be held void by final judgment of a court of competent :.risdiction, but only if any investment made by virtue of such repeal, relaxation or decision would not, in the written opinion :fBond Counsel, result in making the interest on any series of 3cnds subject to Federal income taxation. Section 5 . 12 . Borrower to Maintain Insurance. During the Construction Period and throughout the term of this Loan agreement, the Borrower covenants to keep the Project or cause the same to be kept continuously insured in accordance with section 7 of the Mortgage . ARTICLE VI Events of Default and Remedies Section 6 . 1 . Events of Default. If any of the follow- Wg events occur it is hereby defined and declared to be and to :onstitute an "event of default" under this Agreement: (a) Failure by the Borrower to pay the amounts re- quired to be paid under Section 4.2 ( a) or (b ) of this Agree- ment in the manner and at the times specified therein and continuing for a period of two (2 ) business days after no- tice by telegram, or if telegraphic service is not available then after notice by mail, given to the Borrower by either the Trustee or the Issuer that the payment referred to in ►' such notice has not been received; or, without regard to notice, failure by the Borrower to pay the amounts required to be paid under Section 4.2 ( a) or (b ) of this Agreement in / the manner and at the times specified therein and continuing for a period of five (5 ) business days after any amount / becomes due under Section 4.2 ( a) or (b ) of this Agreement, whichever occurs first. (b) Failure by the Borrower to observe and perform any covenant, condition or agreement in this Agreement on the -26- 1 f performed, other part of the Borrower to be observedf this Section 6 . 1, fog as referred to in Subseinafter written notice specifying period of fifteen (15 ) daysgiven to failure and requesting that it be remedied, such the Issuer or the Trustee, unless the Issuer the Borrower by to an extension of and the Trustee shall agree ration ting such time prior to its exp The dissolution or liquidation of the Borrower (c) death or (except for technical dissolution if caused by the reconsti- tuted) of one of its partners if promptly partner orncy bythe Borrower or its general p tuted) the filing or failure promptly of a voluntary petition in bankruptcy, lift any execution, garnishment or attachment of such consequence as will impair th e he ability of the Borrower to Project or generally to carry carry on its operations at the its Borrower or on its business; or the commission by the or adjudicatin of general partner of any act of bankruptcy, t� or if a pe general partner as a bankruP pe Bortition rower or answeror proposing the adjudication of Borrowerhezati or its general partner as a bankrupt act or its reorg an under any present or future bankruPtc t or any similarf Y court and such or denied within petition or staashalllnotebel dischargedled in Yif the Borrower sixtyxiion(60 ) answerthereof; or days' after the filing or its general partner shall admit in writing its inability or a receiver, generally to pay its debts g lly as they become due;liquidator, squestrator or similar trustee, assignee, liqu sequestrator of the Borrower or its general partner or of all Project or its property, or any substantial portion of the the appointed in any proceeding brought against Borrowershall orgeneral partner and shall not be discharged within f its g after such appointment or if the sixty (60) daysacquiesce in such 1 for, consent to or h Borrowerp shallo apply ent by the Borrower or its general appointment, or assignor the entry by partner for the benefit of its creditors, orot with its the Borrower into any agreement of court of competent jurisdic- creditors , or the approval by general tion of a petition applicable to the Borrowerr institutedt partner in any proceeding for its reorganizationt act, as under the provisions of the federal b domestic or forei act in any amended, or under any as which may now be in effect orehBro��pWe=/enacte jurisdiction of th The term "dissolution or liquidation the consBorrtrued r toas a used in this subsection shall not be construed to include the cessation of the existence or consolidation of the partner- ship resulting either from a merger Borrower into or with a corporation or a dissolution or liquidation of the Borrower following a transfer of all or substantially all of its assets as an entirety, provided, eitting such actions contained in that the conditions nditions pm Section 5 .2 hereof shall have been met. -27- 011) 1PY (Revised) REQUEST FOR LEGAL (To be Submitted in Duplicate) X OPINION DOCUMENT OTHER TO: Erwin W. Jentsch, Corporation Counsel FROM: Loni Mecum, City Clerk DATE : December 26, 1991 GENERAL SUBJECT: Industrial Development Revenue Bonds (Gabriel Realty Project) Description of request, including all relevant information (attach additional sheets or exhibits as necessary) including previous requests on subject, specific facts prompting inquiry, copies of relevant correspondence and documents . I am attaching copies of two letters dated December 23, 1991, which I received from Gabriel, Inc. Please advise what, if anything, I am required to do with reference to these letters . Indicate special circumstances requiring immediate response: Returned for following: RECEIVED: ROUTE TO: RESPONSE DUE : GABRIEL All INVESTMENT FIRM December 23, 1991 City of Elgin Ms. Loni Mecum City Clerk 150 Dexter Court Elgin, IL 60123 RE: CITY OF ELGIN, ILLINOIS $2,485, 000 INDUSTRIAL DEVELOPMENT REVENUE BONDS SERIES 1979 (GABRIEL REALTY PROJECT) Dear Ms. Mecum: Please be advised that Gabriel Realty, an Illinois Limited Partnership, located in Elgin, Illinois will be dissolved and its assets and liabilities will be transferred to Gabriel, Inc. (the Parent Company of American Antenna and Capsonic) . The reason for the transfer is to simplify Mr. Liautaud's corporate organization structure (Mr. Liautaud is 100% owner of Gabriel, Inc. and Gabriel Realty) . Gabriel, Inc. makes the following representations: 1. It 'is an Illinois Corporation and is authorized to do business in the State of Illinois. 2 . It is a domestic entity. 3 . It assumes all the obligations of the Borrower under the terms of the City of Elgin, Series 1979 Industrial Development Revenue Bond in an aggregate principal amount of $2,485, 000. 4. It has a consolidated tangible net worth (after giving effect to the transfer) significantly greater than that of the Borrower. 5. As a result of the transfer, no "Event of Taxability" (as defined in Section 208 of the Indenture) has occurred or will occur. 6. No event of default has occurred. Respectfully, -'' IE-14-r, -1-"---)l6'--' Robert J. Ladecky Vice President Fina e RJL:cj cc: American National Bank and Trust Company of Chicago 33 N. La Salle Street 13th Floor Chicago, IL 60690 Attn: Corporate Trust Administration Brian Terwilliger t �r 1500 EXECUTIVE DRIVE ELGIN ILLINOIS 60123 _12)888-7259 TWX 0 251 3008 TELEX 58i jQ, 0 IN.L �_. � .� ..+ tno�r a SI h, NTL GABRIEL All INVESTMENT FIRM December 23, 1991 City of Elgin Ms. Loni Mecum City Clerk 150 Dexter Court Elgin, IL 60123 RE: CITY OF ELGIN. . . CERTIFICATE OF MANAGING PARTNER OF BORROWER Dear Ms. Mecum: In my opinion, none of the covenants in the Loan Agreement, in the Mortgage and Indenture will be violated as a result of the transfer, consolidation or merger of the net assets of Gabriel Realty into Gabriel, Inc. Re pectiiik , INN IIP lar Jam s P. Liautaud Managing Partner Gabriel Realty JPL:cj cc: American National Bank and Trust Company of Chicago 33 N. La Salle Street 13th Floor Chicago, IL 60690 Attn: Corporate Trust Administration Brian Terwilliger