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S18-06 State of Illinois ) County of Kane) ss City of Elgin ) CERTIFICATE OF CITY CLERK I, Dolonna Mecum, DO HEREBY CERTIFY that I am the duly qualified City Clerk of the City of Elgin, in the Counties of Kane and Cook in the State of Illinois, and that as such City Clerk I am the keeper and custodian of the files and records of said City of Elgin and the seal thereof. I DO FURTHER CERTIFY that the attached is a full, true, and correct copy of: ORDINANCE NO. s18-06 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE CITY OF ELGIN, ILLINOIS OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF THE ACQUISITION AND REHABILITATION OF AN EXISTING FACILITY TO BE USED AS A MANUF ACTURING FACILITY AND THE ACQUISITION AND INST ALLA TION OF EQUIPMENT AND RELA TED PROPERTY THEREIN IN ORDER THAT NELSON GRAPHIC SCREENPRINTING, INC. (THE "COMPANY"), GERHARD G. LANDROWSKI, AS CO-TRUSTEE UNDER THE GERHARD G. LANDROWSKI DECLARATION OF TRUST DATED NOVEMBER 18,1993,A TRUST CREATED UNDER ILLINOIS LAW(THE "GERHARD LANDROWSKI TRUST"), ERIK H. LANDROWSKI, AS TRUSTEE FOR THE ERIK H. LANDROWSKI DECLARATION OF TRUST DATED AUGUST 28, 2006,A TRUST CREATED UNDER ILLINOIS LAW(THE "ERIK LANDROWSKI TRUST")AND MARK G. LANDROWSKI, AS TRUSTEE UNDER THE MARK G. LANDROWSKI TRUST DATED JUE 26, 2001,A TRUST CREATED UNDER ILLINOIS LAW(THE "MARK LANDROWSKI TRUST") (THE COMPANY, THE GERHARD LANDROWSKI TRUST, THE ERIK LANDROWSKI TRUST AND THE MARK LANDROWSKI TRUST ARE REFERRED TO COLLECTIVELY AS THE "BORROWER")MAYBE PROVIDED WITH FACILITIES TO PROVIDE INCREASED JOB OPPORTUNITIES AND RETAIN EXISTING JOBS; AUTHORIZING THE ISSUANCE OF ITS V ARIABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS (NELSON GRAPHIC SCREENPRINTING, INC. PROJECT), SERIES 2006 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,795,000 N CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY OF ELGIN, ILLINOIS AND THE BORROWER; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; AND RELATED MATTERS. passed by the Elgin City Council at its legally convened meeting held on September 27, 2006. r- In Witness Whereof, I have hereunto set my hand and affixed the corporate seal of the City of Elgin at the said City in the County and State aforesaid this October 6, 2006. City Clerk (SEAL) ORDINANCE NO. S18-06 AN ORDINANCE PROVIDING FOR THE FINANCING BY THE CITY OF ELGIN, ILLINOIS OF AN ECONOMIC DEVELOPMENT PROJECT CONSISTING OF THE ACQUISITION AND REHABILITATION OF AN EXISTING FACILITY TO BE USED AS A MANUFACTURING FACILITY AND THE ACQUISITION AND INSTALLATION OF EQUIPMENT AND RELATED PROPERTY THEREIN IN ORDER THAT NELSON GRAPHIC SCREENPRINTING, INC. (THE "COMPANY"), GERHARD G. LANDROWSKI, AS CO-TRUSTEE UNDER THE GERHARD G. LANDROWSKI DECLARATION OF TRUST DATED NOVEMBER 18, 1993, A TRUST CREATED UNDER ILLINOIS LAW (THE "GERHARD LANDROWSKI TRUST"), ERIK H. LANDROWSKI, AS TRUSTEE FOR THE ERIK H. LANDROWSKI DECLARATION OF TRUST DATED AUGUST 28, 2006, A TRUST CREATED UNDER ILLINOIS LAW (THE "ERIK LANDROWSKI TRUST") AND MARK G. LANDROWSKI, AS TRUSTEE UNDER THE MARK G. LANDROWSKI TRUST DATED JUNE 26, 2001, A TRUST CREATED UNDER ILLINOIS LAW (THE "MARK LANDROWSKI TRUST") (THE COMPANY, THE GERHARD LANDROWSKI TRUST, THE ERIK LANDROWSKI TRUST AND THE MARK LANDROWSKI TRUST ARE REFERRED TO COLLECTIVELY AS THE "BORROWER") MAY BE PROVIDED WITH FACILITIES TO PROVIDE INCREASED JOB OPPORTUNITIES AND RETAIN EXISTING JOBS; AUTHORIZING THE ISSUANCE OF ITS VARIABLE RATE INDUSTRIAL DEVELOPMENT REVENUE BONDS (NELSON GRAPHIC SCREENPRINTING, INC. PROJECT), SERIES 2006 IN THE AGGREGATE PRINCIPAL AMOUNT OF NOT TO EXCEED $3,795,000 IN CONNECTION THEREWITH; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN THE CITY OF ELGIN, ILLINOIS AND THE BORROWER; AUTHORIZING THE EXECUTION AND DELIVERY OF AN INDENTURE OF TRUST SECURING SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A BOND PURCHASE AGREEMENT; AND RELATED MATTERS. WHEREAS, the City of Elgin, Illinois, a home rule unit of local government and municipality existing under the Constitution and the laws of the State of Illinois (the "Issuer") is authorized and empowered by the provisions of the 1970 Constitution of the State of Illinois, Article VII, Section 6, and the provisions of an Ordinance adopted by the City Council of the Issuer on February 13, 1980, as from time to time supplemented and amended (collectively, the "Act") to issue its revenue bonds to finance in whole or in part the costs of the acquisition, purchase, construction, reconstruction, improvement, equipping, betterment or extension of any rincmn "economic development project" in order that the Issuer may be able to relieve conditions of unemployment, and to encourage economic development within and near the Issuer, thereby reducing the evils attendant upon unemployment and provide for the increased welfare and prosperity of the residents of the Issuer; and WHEREAS, as a result of negotiations between the Issuer and Nelson Graphic Screenprinting, Inc., an Illinois corporation (the "Company"), Gerhard G. Landrowski, as co- trustee under the Gerhard G. Landrowski Declaration of Trust dated November 18, 1993, a trust created under Illinois law (the "Gerhard Landrowski Trust"), Erik H. Landrowski, as trustee under the Erik H. Landrowski Declaration of Trust dated August 28, 2006, a trust created under Illinois law (the "Erik Landrowski Trust") and Mark G. Landrowski, as trustee under the Mark G. Landrowski Trust dated June 26, 2001, a trust created under Illinois law (the "Mark Landrowski Trust" and, together with the Erik Landrowski Trust and the Gerhard Landrowski Trust, the "Trusts") (the Company and the Trusts are referred to collectively as the "Borrower"), the Borrower has provided for (i) the refunding of the Issuer's previously issued $3,200,000 original principal amount Variable Rate Industrial Development Revenue Bonds (Nelson Graphic Screenprinting, Inc. Project), Series 2000 (the "Prior Bonds"), the proceeds of which were used to finance the acquisition of a 25,000 square foot existing facility located at 1400 Crispin Drive in Elgin, Illinois, the acquisition and installation of equipment for use therein to be used by the Borrower to manufacture screenprinting products for the advertising and gaming industries, including point of purchase displays, arcade signage and advertising (the "Original Project"), (ii) the financing of an approximately 15,000 square foot expansion to the Original Project and the purchase of additional equipment for use therein and (iii) the payment of a portion of the costs of issuance of the Bonds (the "Current Project" and together with the Original Project, the "Project"), which constitutes an economic development project under the - 2- rrAcIV7A Act, and the Issuer is willing to issue its revenue bonds to finance the cost of the Project and to enter into a loan agreement with the Borrower upon terms which will produce revenues and receipts sufficient to provide for the prompt payment at maturity of the principal and interest on such revenue bonds, all as set forth in the details and provisions of the Loan Agreement hereinafter identified; and WHEREAS, the Project will be leased by the Borrower to the Company; and WHEREAS, it is necessary and proper for the Issuer for the benefit of the inhabitants of the Issuer to authorize the financing of the Project and the refunding of the Prior Bonds and the issuance of the Issuer's Variable Rate Industrial Development Revenue Bonds (Nelson Graphic Screenprinting, Inc. Project), Series 2006 in the aggregate principal amount of not to exceed $3,795,000(the "Bonds"); and WHEREAS, LaSalle Financial Services, Inc., its successors and assigns (the "Underwriter") has indicated its willingness to purchase the Bonds pursuant to the hereinafter described Bond Purchase Agreement; and WHEREAS, it is necessary to authorize the execution of a Loan Agreement between the Issuer and the Borrower under the terms of which the Issuer will lend the proceeds of the sale of the Bonds to the Borrower to provide funds or reimburse the Borrower for the financing of the costs of the Project and the refunding of the Prior Bonds, the payments to be paid by the Borrower to the Issuer in repayment of the loan to be sufficient to pay at maturity the principal of,premium, if any, and interest on the Bonds;and WHEREAS, it is necessary for the Issuer to execute and deliver an Indenture of Trust to LaSalle Bank National Association, as Trustee (the "Trustee") for the holders from time to time of the Bonds pursuant to which the Bonds will be issued; and - 3 - r/Acmn c * WHEREAS, LaSalle Bank National Association (the "Initial Letter of Credit Provider") will issue an Irrevocable Transferable Direct Pay Letter of Credit to the Trustee (the "Letter of Credit"); and WHEREAS, a form of the Official Statement (the "Official Statement") has been prepared and presented to this meeting; and WHEREAS, it is necessary to authorize the sale of the Bonds and to execute a Bond Purchase Agreement as hereinafter defined in connection therewith;and WHEREAS, the Issuer has caused to be prepared and presented to this meeting the following documents, which the Issuer proposes to enter into: 1. The Loan Agreement dated as of October 1, 2006, among the Issuer and the Borrower(the "Loan Agreement"); 2. The Indenture of Trust dated as of October 1, 2006 (the "Indenture"), between the f Issuer and the Trustee, setting forth terms, conditions and security requirements for the proposed bond issue to finance the Project and refund the Prior Bonds and containing the form of the Bonds; 3. The Bond Purchase Agreement to be dated the date the Bonds are priced (the "Bond Purchase Agreement") among the Issuer, the Borrower and the Underwriter; and 4. The Bonds. WHEREAS, the Issuer held a Public Hearing pursuant to Section 147(f) of the Internal Revenue Code of 1986, as amended, on September 13,2006; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ELGIN,KANE COUNTY,ILLINOIS,AS FOLLOWS: Section 1. Pursuant to the Act,the financing of the costs of the Project,the refunding of the Prior Bonds and the financing of all or a portion of the costs of issuance of the Bonds through • -4- !`/ACAIA the issuance and sale of the Bonds in accordance with the terms of the Loan Agreement and the Indenture is hereby authorized and approved. The use of the proceeds of the Bonds to finance the costs of the Project, to refund the Prior Bonds and to finance all or a portion of the costs of issuance of the Bonds are in furtherance of the public purposes set forth in the Act. Section 2. That the form, terms and provisions of the proposed Loan Agreement and Indenture be, and they hereby are, in all respects approved, and that the Mayor and the City Clerk of the Issuer be, and they are hereby authorized, empowered and directed to execute and deliver such instruments in the name and on behalf of the Issuer,to cause the Loan Agreement to be delivered to the Borrower and to cause the Indenture to be delivered to the Trustee; that the Indenture shall constitute a lien for the security of the Bonds and upon all right, title and interest of the Issuer in and to the Loan Agreement (except for certain rights of the Issuer to notice, indemnification and payment of expenses) and in and to the payments, revenues and receipts payable to the Issuer pursuant thereto, and said revenues are hereby and in the Indenture pledged for such purpose; that the Loan Agreement and the Indenture are to be in substantially the respective forms submitted to this meeting and are hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the forms of the Loan Agreement and the Indenture hereby approved; and that from and after the execution and delivery of such instruments, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of such instrument as executed. The Loan Agreement and the Indenture shall constitute and are hereby made a part of this Ordinance and a copy of each document shall be placed in the official records of the rink Issuer,and shall be made available for public inspection. - 5 - rfA n1A 4 Section 3. That the form, terms and provisions of the proposed Bond Purchase Agreement, a copy of which is before this meeting, be, and it hereby is, in all respects approved, and that the Mayor and the City Clerk of the Issuer be, and they hereby are, authorized, empowered and directed to execute the Bond Purchase Agreement in the name and on behalf of the Issuer and thereupon to cause the Bond Purchase Agreement to be delivered to the Borrower and the Underwriter; that the Bond Purchase Agreement is to be in substantially the form thereof submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from the form of such instrument hereby approved; that the Bond Purchase Agreement shall be entered into with the Borrower and the Underwriter; and that from and after the execution and delivery of such instrument, the officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things necessary to carry out and comply with the provisions of such instrument as executed. The Bond Purchase Agreement shall constitute, and is hereby made a part of this Ordinance and a copy of such document shall be placed in the official records of the Issuer, and shall be made available for public inspection. Section 4. That the issuance of the Bonds in the aggregate principal amount of not to exceed$3,795,000 to mature on or before October 1, 2031, in the denominations set forth in the • Indenture, and subject to optional and mandatory redemption in accordance with the terms and provisions of the Indenture, and bearing interest at the rate initially to be the Weekly Rate, and thereafter at the Weekly Rate, the Semi-Annual Rate or the Multi-Annual Rate(as such terms are defined in the Indenture), as determined from time to time in accordance with the Indenture, but in no event is the interest rate on the Bonds (regardless of the rate period) to exceed twelve .► percent(12%) per annum, is hereby approved and the Mayor and the City Clerk of the Issuer be -6- rmcn-r4 and are hereby authorized, empowered and directed to cause to be prepared the Bonds in the form and having the other terms and provisions specified in the Indenture (as executed and delivered); that the Bonds shall be designated "Variable Rate Industrial Development Revenue Bonds (Nelson Graphic Screenprinting, Inc. Project), Series 2006"; that the Bonds shall be executed in the name of the Issuer with the manual or facsimile signature of its Mayor and the manual or facsimile signature of its City Clerk and the seal of the Issuer shall be impressed or reproduced thereon, and that the Mayor or any other officer of the Issuer shall cause the Bonds, as so executed and attested, to be delivered to the Trustee for authentication and the Trustee is hereby requested to authenticate the not to exceed $3,795,000 aggregate principal amount of Bonds;and the form of the Bonds submitted to this meeting as the same appears in the Indenture, subject to appropriate insertion and revision in order to comply with the provisions of said Indenture be, and the same hereby is, approved, and when the same shall be executed on behalf eiRk of the Issuer in the manner contemplated by the Indenture and this Ordinance in the aggregate principal amount of not to exceed $3,795,000, it shall represent the approved form of the Bonds of the Issuer. Section 5. The Issuer hereby acknowledges that LaSalle Financial Services, Inc. has been appointed by the Borrower to act as Remarketing Agent under the Indenture, subject to the provisions of the Indenture pertaining to the resignation and removal of the Remarketing Agent. Section 6. That the Bonds are issued under and in accordance with the Act. Section 7. That the distribution and use of the Official Statement in substantially the form presented at this meeting (with such changes therein as shall be required or approved by counsel to the Issuer) by the Underwriter is hereby approved with respect to the Bonds, but with appropriate variations to reflect the final terms of the Loan Agreement, the Indenture, the Bonds and the Bond Purchase Agreement. The Mayor is hereby authorized, empowered and directed to -7 - r/Acm4 certify that the portions of the Official Statement relating to the Issuer is in a form deemed final by the Issuer. Section 8. That the sale of the Bonds to the Underwriter, upon the terms and conditions set out in the Bond Purchase Agreement, be, and is, in all respects authorized and approved. Section 9. That from and after the execution and delivery of the Loan Agreement, the Indenture and the Bond Purchase Agreement, the proper officials, agents and employees of the Issuer are hereby authorized, empowered and directed to do all such acts and things and to execute all such documents as may be necessary to carry out and comply with the provisions of said documents as executed and to further the purposes and intent of this Ordinance, including the preamble hereto. The Mayor and the City Clerk be, and they are hereby, further authorized and directed for and on behalf of the Issuer, to execute all papers, documents, certificates and other instruments that may be required for the carrying out of the authority conferred by this Ordinance or to evidence said authority, including without limitation the signing of IRS Form 8038 and the filing thereof as therein required and the certifications relating to Section 148 of the Code and the regulations promulgated thereunder and changes in the documents approved hereby as approved by the officials of the Issuer executing the same, and to exercise and otherwise take all necessary action to the full realization of the rights, accomplishments and purposes of the Issuer under the Loan Agreement, the Indenture, the Official Statement and the Bond Purchase Agreement and to discharge all of the obligations of the Issuer thereunder. For purposes of certifying to matters of arbitrage, the Mayor is hereby designated an officer responsible for issuing the Bonds. Section 10. That all acts and doings of the officials of the Issuer which are in conformity with the purposes and intent of this Ordinance and in furtherance of the issuance and sale of the Bonds in the aggregate principal amount of not to exceed $3,795,000 and the financing of the - 8 - PIA VI7A c Project and the refunding of the Prior Bonds to that amount be, and the same hereby are, in all respects, approved and confirmed. Section 11. That the Issuer hereby approves the Project, the plan of financing and refinancing and the issuance of the Bonds pursuant to Section 147(f)of the Code. Section 12. That the Issuer hereby elects to have the provisions of Section 144(a)(4)(A) of the Internal Revenue Code of 1986, as amended, apply to the Bonds and hereby affirmatively notes said election on this Ordinance. Section 13. That the Bonds shall be issued in compliance with and under the authority of the provisions of the Act,this Ordinance and the Indenture. Section 14. The Bonds may be initially issued in book-entry form and registered in the name of The Depository Trust Company, New York, New York ("DTC"), or its nominee, as securities depository for the Bonds. The Mayor is hereby authorized, empowered and directed to execute and deliver an agreement with DTC and any other necessary parties in order to effect such book-entry registration. Section 15. That the provisions of this Ordinance are hereby declared to be separable, and if any section, phrase or provision shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections,phrases or provisions. Section 16. That all ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Ordinance are,to the extent of such conflict,hereby superseded. Section 17. This Ordinance shall be in full force and effect from and after its passage and approval,in accordance with law. Section 18. The obligation of the Issuer to issue and deliver the Bonds is subject to the availability for such purpose of a necessary and sufficient 2006 volume cap allocation under Section 146 of the Internal Revenue Code of 1986, as amended and the Illinois Private Activity -9- rucm4 Bond Allocation Act (30 ILCS 345/1 et seq.) (the "Illinois Volume Cap Act"). In connection therewith, the Issuer, pursuant to and in accordance with the Illinois Volume Cap Act and the Guidelines and Procedures of the Office of the Governor effective January 1, 2006, hereby designates $1,750,000 of its year 2006 volume cap for the purpose of issuing the Bonds to finance the Project and refund the Prior Bonds. Section 19. The Bonds shall be limited obligations of the Issuer payable solely out of the revenues and receipts derived from the Loan Agreement, proceeds of the Bonds, the direct pay letter of credit issued by LaSalle Bank National Association (the "Letter of Credit") and funds pledged under the Indenture. No holder of any Bond shall have the right to compel any exercise of the taxing power of the Issuer to pay the Bonds,the interest or premium, if any,thereon or any other amount with respect thereto, and the Bonds shall not constitute an indebtedness of the Issuer or a loan of credit thereon within the meaning of any constitutional or statutory provision. It shall be plainly stated on the face of each Bond that it does not constitute an indebtedness of the Issuer or a loan of credit thereof within the meaning of any constitutional or statutory provision and does not create any legal or moral obligation on behalf of the Issuer to repay the same except out of the revenues and sources specified above. Under no circumstances shall the Issuer expend any of its own revenues or taxpayer funds to make any payments on the Bonds. - 10- (`/ACAW c "PA PASSED this 27th day of September,2006. APPROVED this 27th day of September,2006. Mayor ATTEST: City Clerk AYES: (7) Councilmembers Figueroa, Gilliam, Kaptain, Rodgers, Sandor, Walters and Mayor Schock NAYS:( o) None ABSENT:( 0) None - 11 - C/Acmn c