1983-0594 �
ORDINANCE NO.83 -59
AN ORDINANCE AUTHORIZING THE FINANCING OF AN INDUSTRIAL
PROJECT CONSTITUTING A "DEVELOPMENT PROJECT" WITHIN THE
MEANING OF ORDINANCE NUMBER 80 -19, AS SUPPLEMENTED AND
AMENDED; AUTHORIZING THE ISSUANCE OF $1,250,000 PRIN-
CIPAL AMOUNT INDUSTRIAL DEVELOPMENT REVENUE BOND (LONG
GROVE CONFECTIONERY CO. PROJECT) IN CONNECTION THEREWITH;
AUTHORIZING THE EXECUTION AND DELIVERY OF AN AGREEMENT
AND RELATED DOCUMENTS; AUTHORIZING THE APPROVAL OF THE
TERMS OF A MORTGAGE, GUARANTY AGREEMENT, LEASE AGREEMENT,
ASSIGNMENT OF RENTS AND LEASES, SECURITY AGREEMENT AND
RELATED SECURITY DOCUMENTS, ALL TO SECURE SAID BOND;
AND RELATED MATTERS.
WHEREAS, the Village of Buffalo Grove, Cook and
Lake Counties, Illinois (the "Issuer ") is a duly constituted and
existing municipality and home -rule unit of government duly
organized and existing under the laws and Constitution of the
State of Illinois; and
WHEREAS, pursuant to Ordinance Number 80 -19 duly
adopted by the President and Board of Trustees of the Issuer
April 7, 1980, as supplemented and amended (the "Enabling
Ordinance "), the Issuer is authorized to issue its revenue bonds
to finance the costs of "development projects ", as defined in the
Enabling Ordinance, for the purposes set forth therein; and
WHEREAS, as a result of negotiations among the Issuer,
John M angel II and Joel G. Kaplan, Illinois residents, (col-
lectively the "Borrower "), contracts have been executed
for the acquisition of certain real estate, the construction of
a 25,000 square foot building thereon and the acquisition of
machinery, equipment and related property to be installed therein
(the ".Project "), legal title to the real estate and the building
to be held by Chicago Title and Trust Company, not personally
but as Trustee under a Trust Agreement dated July 27, 1983 and
known as Trust Number 1083934 (the "Land Trust "); and
WHEREAS, pursuant to a Lease Agreement dated as of
December 1, 1983, (the "Lease ") by and between the Land Trust
and Long Grove Confectionery Co., an Illinois corporation, the
shareholders of which are the Borrower (the "Company "), the
Land Trust will lease the building and the real estate to the
Company for use as a facility for the manufacture and distribu-
tion of confectionery products; and
WHEREAS, the Project will be located within the cor-
porate boundaries of the Village of Buffalo Grove (more parti-
cularly at 333 Lexington Drive, Buffalo Grove, Illinois) and
operated by the Company as a facility for the manufacture and
distribution of confectionery products which will be an authorized
"development project" under the Enabling Ordinance; and
WHEREAS, pursuant to the Assignment of Rents and Leases
dated as of December 1, 1983 (the "Assignment of Rents and Leases ")
by and among The First National Bank of, Des Plaines (the "Institutional
Lender "), the Land Trust and the Borrower, the Land Trust and
the Borrower will assign to the Institutional Lender all of
their right, title and interest in and to the Lease in order to
secure the Note (as hereinafter defined) ; and
WHEREAS, it has been determined that the Industrial
Development Revenue
of the Issuer in th
should be initially
instance to provide
portion of the cost
Bond (Long Grove Confectionery Co. Project)
principal amount of $1,250,000 (the "Bond"
issued, sold and delivered in the first
proceeds for loan to the Borrower to pay a
of the Project; and
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o •
WHEREAS, the Bond will be secured by (1) a first mortgage
on the real property owned by the Land Trust pursuant to the
terms and conditions of a Mortgage dated as of December 1,
1983 (the "Mortgage ") by and between the Land Trust and the
Institutional Lender, (ii) a Collateral Assignment of the beneficial
interest of the Borrower in the Lana Trust to the Institutional
Lender pursuant to a Collateral Assignment dated as December 1, 1983
from the Borrower to the Institutional Lender (the "Collateral
Assignment "), (iii) a security interest in all equipment located
at the Project pursuant to the terms of the Security Agreement
dated as of December 1, 1983 (the "Security Agreement ") from the
Borrower to the Institutional Lender, (iv) a Guaranty Agreement
(the "Guaranty ") dated as of December 1, 1983, from the Company
to the Institutional Lender, (v) the lein established by the
Additional Security Documents ( as defined in the hereinafter
defined Agreement) and (vi) the Assignment of Rents and Leases; and
WHEREAS, the Project will be located within the Village
of Buffalo Grove, Illinois, will constitute a. "development project"
within the meaning of the Enabling Ordinance and will be of the
character and accomplish the purposes provided by the Enabling
Ordinance; and
WHEREAS, the Issuer is willing to issue its Bond to
finance the cost of the Project and to enter into an agreement
with the Borrower and the Institutional Lender upon terms which
will produce revenues and income sufficient to provide for the
prompt payment at maturity of the principal installments of,
interest and premium, if any, on such Bond; and
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WHEREAS, pursuant to the requirements of the Tax Equity
and Fiscal Responsibility Act of 1982, and a public notice
published on 12 -1 -83 , 1983 in the Buffalo Grove Herald a news-
paper of general circulation in the Village of Buffalo Grove and
environs, a public hearing on the plan of financing for the
Project was held by this President and Board of Trustees prior
to the adoption of this Ordinance; and
WHEREAS, it is necessary and proper for the interests
and convenience of the Issuer and its inhabitants to authorize
the financing of the Project and the issuance of its Bond to
finance the Project; and
WHEREAS, it is necessary to authorize the execution and
delivery of an Agreement dated as of December 1, 1983, by and
among the Issuer, the Borrower and the Institutional Lender
(the "Agreement "), under the terms of which the Issuer agrees
to sell the Bond to the Institutional Lender and to loan the pro-
ceeds to the Borrower and the Borrower agrees to pay amounts
sufficient to pay at maturity the principal installments of,
interest and premium, if any, on the Bond; and
WHEREAS, it is necessary to authorize the execution and
delivery of an Assignment and Security Agreement dated as of
December 1, 1983 (the "Assignment ") from the Issuer to the In-
stitutional Lender; and
WHEREAS, the Issuer has caused to be prepared and
presented to this meeting the following documents, which the
Issuer proposes to enter into or approve the terms of:
1. The form of Agreement including the promissory
note to be executed by the Borrower and the Land
Trust pursuant to the Agreement (the "Note ");
Ma
2.
The
form
of
the
Assignment;
3.
The
form
of
the
Mortgage;
4.
The
form
of
the
Collateral Assignment;
5.
The
form
of
the
Security Agreement;
6.
The
form
of
the
Lease;
7.
The
form
of
the
Assignment of Rents and Leases;
8.
The
form
of
the
Guaranty;
9.
The
form
of
the
Additional Security Documents; and
10.
The
form
of
the
proposed Bond.
WHEREAS,
it appears
that each of the instruments above
referred to, which are now before this meeting, is in appropriate
form and is an appropriate instrument to be approved, or executed
and delivered by the Issuer for the purpose intended;
NOW, THEREFORE, BE IT ORDAINED BY THE PRESIDENT AND
BOARD OF TRUSTEES OF THE VILLAGE OF BUFFALO GROVE, COOK AND LAKE
COUNTIES, ILLINOIS, AS FOLLOWS:
Section 1. That the form, terms and provisions of the
proposed Agreement be, and they hereby are, in all respects
approved; that the President and the Village Clerk of the Issuer be,
and they hereby are, authorized, empowered and directed to execute,
acknowledge and deliver the Agreement in the name and on behalf
of the Issuer, and thereupon to cause the Agreement to be executed,
acknowledged and delivered by the Borrower and the Institutional
Lender; and that the Agreement is to be in substantially the
form presented to this meeting and hereby approved, or with such
changes therein as shall be approved by the officials of the
Issuer executing the same, their execution thereof to constitute
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e •
conclusive evidence of their approval of any and all changes or
revisions therein from the form of Agreement now before this
meeting.
Section 2. That the form, terms and provisions of the
proposed Assignment be, and they hereby are, in all respects
approved; that the President and the Village Clerk of the Issuer
be, and they are hereby, authorized, empowered and directed to
execute, acknowledge and deliver the .Assignment in the name and
on behalf of the Issuer, and thereupon to cause the Assignment
to be executed, acknowledged and delivered by the Institutional
Lender; that the Assignment shall constitute a lien for the
security of the Bond upon all right, title and interest of the
Issuer in and to the Agreement, including the Note and all other
revenues and income derived from the Agreement (except that the
Issuer will not assign its rights to receive certain expense and
indemnification payments); and that the Assignment is to be in
substantially the form presented 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 Assign-
ment now before this meeting.
Section 3. That the President or the Village Clerk of the
Issuer be and is hereby authorized, empowered and directed to
cause to be prepared the Bond of the Issuer in the principal
amount of $1,250,000, bearing interest at the rates, maturing on
the dates and in the principal amounts, subject to redemption
prior to maturity, in such form and having the other terms and
provisions specified in the Agreement (as executed and delivered);
that the Bond shall be executed in the name of the Issuer with
the manual signature of the President of the Issuer and attested
by the manual signature of the Village Clerk of the Issuer, and
the seal of the Issuer is to be impressed or imprinted thereon.
Section 4. That the form of the Bond submitted to
this meeting as the same appears in the Agreement, subject to
appropriate insertions and revisions in order to comply with the
provisions of the Agreement be, and the same hereby is, approved,
and when the same shall be executed on behalf of the Issuer in
the manner contemplated by the Agreement and this Ordinance in
the principal amount of $1,250,000, shall represent the approved
form of- Bond of the Issuer.
Section 5. That the President or Village Clerk of the
Issuer be and is hereby authorized, empowered and directed to
issue and sell the Bond to the Institutional Lender in the prin-
cipal amount of $1,250,000, at a price of 100% of the principal
amount thereof.
Section 6. That the forms, terms and provisions of
the Mortgage, the Collateral Assignment, the Security Agreement,
the Assignment of Rents and Leases, the Lease, the Guaranty and
the Additional Security Documents be, and they hereby are, in
all respects approved.'
Section 7. That from and after the execution and delivery
of said documents, 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 and approve all such documents
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as may be necessary to carry out and comply with the provisions
of the Agreement, the Assignment, the Mortgage, the Collateral
Assignment, the Security Agreement, the Lease, the Assignment of
Rents and Leases, the Guaranty, the Additional Security Documents
and the Bond, as executed, and to further the purposes and intent
of this Ordinance, including the preamble hereto.
Section 8. That adoption of this Ordinance by this
Board of Trustees as well as approval hereof by the President
of the Issuer shall constitute the approval by the "applicable
elected representative" required by Section 103(k)(2)(B)(i) of
the Internal Revenue Code of 1954, as amended by the Tax Equity
and Fiscal Responsibility Act of 1982.
Section 9. 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
Bond and the financing of the Project be, and the same hereby are,
in all respects, ratified, approved and confirmed.
Section 10. That the provisions of this Ordinance are
hereby declared to be separable, and if any section, phrase or
provision hereof 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 of this Ordinance.
Section 11. 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.
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Section 12. That this Ordinance shall be in full force
and effect immediately upon its adoption.
Passed and approved by the President and the Board of
Trustees of the Village of Buffalo Grove, Cook and Lake Counties,
Illinois, this 19th day of December, 1983.
[SEAL]
Attest:
illage Clerk
Appro ed:
President
Ayes: 4 - Stone, O'Reilly, Glover, Reid
Nays: 0 - None
Absent or Not Voting: 2 - Narienthal, Hartstein
^ice