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HomeMy WebLinkAbout1980-072 CCRMember Tony Kuefler introduced the following resolution and moved its adoption: RESOLUTION NO. 80 -72 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF REVENUE BONDS PURSUANT TO CHAPTER 474, MINNESOTA STATUTES, TO PROVIDE FUNDS TO BE LOANED TO WISE, GREENWALD GREENWALD FOR INDUSTRIAL DEVELOPMENT PROJECT BE IT RESOLVED by the City Council of the City of Brooklyn Center, Minnesota (the "City as follows: 1. Authority. The City is, by the Constitution and laws of the State of Minnesota, including Chapter 474, Minnesota Statutes, as amended (the "Act authorized to issue and sell its revenue bonds for the purpose of undertaking authorized projects and to enter into contracts necessary or convenient in the exercise of the powers granted by the Act and to pledge revenues of such projects and otherwise secure such bonds. 2. Authorization of Project. The City Council hereby determines that it is necessary and expedient to authorize, and the City Council does hereby authorize, the issuance of revenue bonds of the City pursuant to the Act to provide funds to be loaned to Wise, Greenwald Greenwald, a Minnesota general partnership (the "Borrower in order that the Borrower may acquire land and an existing building in the City, construct a building addition and certain improvements to said existing building and construct a parking lot therefor and make other related site improvements, all to be owned by the Borrower and leased to Cass Screw Machine Products Company, a Minnesota corporation (the "Lessee for use by the Lessee in its business (the "Project 3. Documents Presented. Forms of the following documents relating to the Project and the financing thereof have been submitted to and examined by the City Council and are now on file in the office of the City Clerk: a. Loan and Purchase Agreement (the "Series A Loan Agreement dated as of April 1, 1980, by and among the City, the Borrower and Donald L. Harvey, an individual residing in the City of Minneapolis, Minnesota (the "Series A Bondholder whereby, among other things, the City agrees to sell and the Series A Bondholder agrees to purchase the City's $575,000 Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project -Cass Screw Machine Products Company, Lessee), Series A (the "Series A Bond the City agrees to make a loan to the Borrower of the proceeds of the sale of the Series A Bond, and the Borrower covenants to pay amounts sufficient to provide for the full and prompt pay- ment when due of the principal of, premium, if any, and interest on the Series A Bond; and RESOLUTION NO. 80 -72 b. Loan Agreement Assignment (the "Series A Loan Agreement Assignment dated as of April 1, 1980, from the City to the Series A Bondholder, whereby the City assigns to the Series A Bondholder all of its interest in the Series A Loan Agreement and Loan Repayments of the Borrower thereunder (except its rights under Sections 5.02, 7.01, 8.04, and 8.05 thereof relating to indemnity, expenses and advances of the City), for the purpose of securing the full and prompt payment of the Series A Bond (the form of Series A Loan Agreement Assignment attached as Exhibit 2 hereto); and C. Escrow Agreement (the "Series A Escrow Agreement dated as of April 1, 1980, by and among the City, the Borrower, the Series A Bondholder and American National Bank and Trust Company (the "Escrow Agent whereby provision is made for the holding, investing and disbursing by the Escrow Agent of the proceeds of the Series A Bond to pay costs of the Project; and d. Series A Disbursing Agreement (the "Series A Disbursing Agreement dated as of April 1, 1980, by and between the Escrow Agent and Title Insurance Company of Minne- sota (the "Disbursing Agent whereby, subject to the conditions thereof, the Disbursing Agent agrees to make disbursments on behalf of the Escrow Agent of the pro- ceeds of the Series A Bond (this document not to be executed by the City); and e. Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage dated as of April 1, 1980, from the Borrower to the Series A Bondholder, whereby the Borrower grants a mortgage on and security interest in the Mortgaged Property, as defined therein, as further security for the full and prompt payment of the Series A Bond (this document not to be executed by the City); and f. Assignment of Lease and Rents (the "Lease Assignment dated as of April 1, 1980, from the Borrower to the Series A Bondholder, whereby the Borrower assigns to the Series A Bondholder its rights to and interests in all leases and rents derived from the Project, including the Lease dated as of April 1, 1980 (the "Lease between the Borrower, as lessor, and the Lessee (this document not to be executed by the City); and g. Guaranty Agreement (the "Series A Guaranty dated as of April 1, 1980, from M. Lorraine Wise, Dale W. Greenwald and Marvin E. Greenwald (the "Personal Guarantors to the Series A Bondholder, whereby the Personal Guarantors jointly and severally guarantee the full and prompt pay- ment of the principal of, premium, if any, and interest on the Series A Bond (this document not to be executed by the City); and RESOLUTION NO. 80 -72 h. Loan and Purchase Agreement (the "Series B Loan Agreement dated as of April 1, 1980, by and among the City, the Borrower and First Northtown National Bank (the "Series B Bondholder whereby, among tother things, the City agrees to sell and the Series B Bondholder agrees to purchase the City's $175,000 Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project -Cass Screw Machine Products Company, Lessee), Series B (the "Series B Bond the City agrees to make a loan to the Borrower of the proceeds of the sale the Series B Bond, and the Borrower covenants to pay amounts sufficient to provide for the full and prompt payment when due of the principal of, premium, if any, and interest on the Series B Bond; and i. Loan Agreement Assignment (the "Series B Loan Agree- ment Assignment dated as of April 1, 1980, from the City to the Series B Bondholder, whereby the City assigns to the Series B Bondholder all of its interest in the Series B Loan Agreement and Loan Repayments of the Borrower thereunder (except its rights under Sections 5.02, 7.02, 8.04 and 8.05 thereof relating to indemnity, expenses and advances of the City), for the purpose of securing the full and prompt pay- ment of the Series B Bond (the form of Series B Loan Agreement Assignment attached as Exhibit 4 hereto); and j. Escrow Agreement (the "Series B Escrow Agreement dated as of April 1, 1980, by and among the City, the Borrower, the Series B Bondholder and the Escrow Agent, whereby provision is made for the holding, investing and disbursing by the Escrow Agent of the proceeds of the Series B Bond to pay costs of the Project; and k. Series B Disbursing Agreement (the "Series B Disbursing Agreement dated as of April 1, 1980, by and between the Escrow Agent and the Disbursing Agent, whereby, subject to the conditions thereof, the Disbursing Agent agrees to make disbursements on behalf of the Escrow Agent of the proceeds of the Series B Bond (this document not to be executed by the City); and 1. Guaranty Agreement (the "Series B Guaranty dated as of April 1, 1980, from the Personal Guarantors to the Series B Bondholder, whereby the Personal Guarantors jointly and severally guarantee the full and prompt payment when due of the principal of, premium, if any, and interest on the Series B Bond (this document not to be executed by the City); and M. Guaranty Agreement (the "Corporate Guaranty dated as of April 1, 1980, from the Lessee to the Series B Bond- holder, whereby the Lessee absolutely guarantees the full and prompt payment when due of the principal of, premium, if any, and interest on the Series B Bond (this document not to be executed by the City); and RESOLUTION NO. 80-72 n. Security Agreement (the "Security Agreement dated as of April 1, 1980 from the Borrower to the Series B Bondholder, whereby the Borrower grants to the Series B Bondholder a security interest in various items of equipment and personal property, as further security for the payment of the Series B Bond (this document not to be executed by the City). 4. Findings. It is hereby found, determined and declared that: a. The Project, as described in paragraph 2 hereof and in the Loan Agreements mentioned above, constitutes a "project" authorized by and described in Section 474.02, Subd. la, of the Act. b. The purpose of the Project is and the effect thereof will be to promote the public welfare by: preventing the emergence of blighted and marginal lands and areas of chronic unemployment; preventing economic deteriora- tion; the development of sound industry and commerce to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; and halting the movement of talented, educated personnel to other areas and thus preserving the economic and human resources needed as a base for providing govern- mental services and facilities; and adding to the tax base of the City and the County and School District in which the Project will be located. C. The Project has been approved by a preliminary resolution of the City Council duly adopted on October 15, 1979, and by the Commissioner of Securities of the State of Minne- sota, as tending to further the purposes and policies of the Act. d. The issuance and sale of the Series A Bond and the Series B Bond, the execution and delivery of the Series A Loan Agreement, the Series A Loan Agreement Assignment, the Series A Escrow Agreement, the Series B Loan Agreement, the Series B Loan Agreement Assignment and the Series B Excrow Agreement (together the "Bond Documents and the performance of all covenants and agreements of the City contained in the Bonds and the Bond Documents, and of all other acts and things required under the Constitution and laws of the State of Minnesota to make the Bonds and the Bond Documents valid and binding obligations of the City in accordance with their terms, are authorized by the Act. e. There is no litigation pending or, to the best of its knowledge threatened, against the City relating to the Project or the Bonds or the Bond Documents or questioning the organization of the City or its power or authority to issue the Bonds or execute and deliver the Bond Documents. RESOLUTION NO. 80 -72 f. The execution, delivery and performance of the City's obligations under the Bonds and the Bond Documents have been fully authorized by all requisite action and do not and will not violate any law, any order of any court or other agency of government, or any indenture, agreement or other instrument to which the City is a party or by which it or any of its property is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any such indenture, agreement or other instrument. g. The Series A Loan Agreement provides for payments by the Borrower to the Series A Bondholder for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Series A Bond when due. No reserve funds are deemed necessary for this purpose. The Series B Loan Agreement provides for payments by the Borrower to the Series B Bondholder for the account of the City of such amounts as will be sufficient to pay the principal of, premium, if any, and interest on the Series B Bond when due. No reserve funds are deemed necessary for this purpose. Each of the Loan Agreements obligates the Borrower to provide for the operation and maintenance of the Project facilities, including provision for adequate insurance, taxes and special assessments. h. Under the provisions of Section 474.10 of the Act, each of the Bonds shall recite that such Bond is not to be payable from nor charged upon any funds other than amounts payable by the Borrower pursuant to the Series A Loan Agreement or the Series B Loan Agreement, as the case may be, which amounts are pledged to the payment thereof, or amounts payable, with respect to the Series A Bond, under the Series A Guaranty and the Lease Assign- ment and moneys derived from foreclosure or other enforce- ment of the Mortgage, and with respect to the Series B Bond, under the Series B Guaranty and the Corporate Guaranty and moneys derived from foreclosure or other enforcement of the Security Agreement; the City is not subject to any liability thereon; no Holder of such Bond shall ever have the right to compel the exercise of the taxing power of the City to pay such Bond or the interest thereon, nor to enforce payment thereof against the general funds or property of the City; such Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and such Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. RESOLUTION NO. 80 -72 i. No member of the City Council (i) has a direct or indirect interest in the Project, the Bonds or the Bond Documents, (ii) owns any capital stock of or other interest in the Project, the Borrower or the Lessee, (iii) is a partner, officer or director of the Borrower or the Lessee, (iv) will be involved in supervising the completion of the Project, or (v) will receive any commission, bonus or other renumera- tion for or in respect of the Project, the Bonds or the Bond Documents. 5. Approval and Execution of Documents. The forms of the Series A Loan Agreement, the Series A Loan Agreement Assignment, the Series A Escrow Agreement, the Series A Disbursing Agreement, the Series A Guaranty, the Mortgage, the Lease Assignment, the Series B Loan Agreement, the Series B Loan Agreement Assignment, the Series B Escrow Agreement, the Series B Disbursing Agreement, the Series B Guaranty, the Corporate Guaranty and the Security Agreement, as referred to in paragraph 3 hereof, are approved. The Series A Loan Agreement, the Series A Loan Agreement Assign ment,the Series A Escrow Agreement, the Series B Loan Agree- ment, the Series B Loan Agreement Assignment and the Series B Escrow Agreement shall be executed in the name and on behalf of the City by the Mayor, the City Manager and the City Clerk, or other appropriate officers of the City authorized to exe- cute documents on behalf of such officers, in substantially the form on file, but with all such changes therein, not inconsistent with the Act or other law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. The Series A Disbursing Agreement, the Mortgage, the Lease Assignment, the Series A Guaranty,the Series B Disbursing Agreement, the Series B Guaranty, the Corporate Guaranty and the Security Agreement may contain such revisions as may be approved by the Series A Bondholder, the Series B Bondholder and the Borrower. 6. Approval of Terms and Sale of Bonds. a. The City shall proceed forthwith to issue the Series A Bond in the authorized principal amount of $575,000, substantially in the form, maturing, bearing interest, payable in the installments and otherwise containing the provisions set forth in the form of Series A Bond attached hereto as Exhibit 1, which terms and pro- visions are hereby approved and incorporated in this resolution and made a part hereof. A single fully registered Series A Bond, substantially in the form of Exhibit 1 to this resolution, shall be issued and delivered to the Series A Bondholder in the authorized principal amount of $575,000 as authorized by the Act. Payment for the Series A Bond shall be made as provided in the Series A Escrow Agreement. RESOLUTION NO. 80-72 Principal of and interest on the Series A Bond shall be payable at the office of the registered owner thereof as it appears on the registration records maintained by the City Clerk in lawful money of the United States. The proposal of the Series A Bond- holder to purchase the Series A Bond at a price of $575,000 (1000 of the par value thereof) is hereby found and determined to be reasonable and is hereby accepted. b. The City shall proceed forthwith to issue the Series B Bond in the authorized principal amount of $175,000, substantially in the form, maturing, bearing interest, payable in the installments and otherwise containing the provisions set forth in the form of Series B Bond attached hereto as Exhibit 3, which terms and pro- visions are hereby approved and incorporated in this resolution and made a part hereof. A single fully registered Series B Bond, substantially in the form of Exhibit 3 to this resolution, shall be issued and delivered to the Series B Bondholder in the authorized principal amount of $175,000 as authorized by the Act. Payment for the Series B Bond shall be made as provided in the Series B Escrow Agreement. Principal of and interest on the Series B Bond shall be payable at the office of the registered owner thereof as it appears on the registration records maintained by the City Clerk in lawful money of the United States. The proposal of Series B Bondholder to purchase the Series B Bond at a price of $175,000 (100% of the par value thereof) is hereby found and determined to be reasonable and is hereby accepted. 7. Execution, Delivery and Endorsement of Bonds. Each of the Bonds may be in typewritten or printed form and shall be executed by the manual signatures of the Mayor, City Manager and City Clerk and the official seal of the City shall be affixed thereto. When so prepared and executed, the Series A Bond shall be delivered to the Series A Bondholder and the Series B Bond shall be delivered to the Series B Bondholder, upon payment of the purchase price therefor, and upon receipt in each case of the signed legal opinion of Messrs. Faegre Benson, of Minneapolis, Minnesota, bond counsel, pursuant to the Series A Loan Agreement and the Series B Loan Agreement. Each Bond shall contain a recital that such Bond is issued pursuant to the Act, and such recital shall be conclusive evidence of the validity and regularity of the issuance thereof. 8. Registration Records. The City Clerk, as bond registrar, shall keep a bond register in which the City shall provide for the registration of the Bonds and for transfers of the Bonds. The City Clerk is authorized and directed to deliver a certified copy of this Bond resolution to the County Auditor of Hennepin County, together with such other information as the County Auditor may require, and obtain the certificate of the County Auditor as to entry of the Bonds on his bond register as required RESOLUTION NO. 80 -72 by the Act and Section 475.63, Minnesota Statutes. 9. Mutilated, Lost, Stolen or Destroyed Bond. If either of the Bonds is mutilated, lost, stolen or destroyed, the City may execute and deliver to the Holder a new Bond of like amount, date, number and tenor as that mutilated, lost, stolen or destroyed; provided that, in the case of mutilation, the mutilated Bond shall first be surrendered to the City, and in the case of a lost, stolen or destroyed Bond, there shall be first furnished to the City and the Borrower evidence of such loss, theft or destruction satisfactory to the City and the Borrower, together with indemnity satisfactory to them. The City and Borrower may charge the Holder with their reasonable fees and expenses in replacing any mutilated, lost, stolen or destroyed Bond. 10. Transfer of Bonds; Person Treated as Holder. Each of the Bonds shall be transferable by the Holder on the Bond register of the City, upon presentation of such Bond for notation of such transfer thereon at the office of the City Clerk, as bond registrar, accompanied by a written instrument of transfer in form satisfactory to the City Clerk and the City Attorney duly executed by the Holder or its attorney duly authorized in writing. Such Bond shall continue to be subject to successive transfers at the option of the Holder of the Bond. No service charge shall be made for any such transfer, but the City Clerk may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. The person in whose name either Bond shall be issued or, if trans- ferred, shall be registered from time to time shall be deemed and regarded as the absolute Holder thereof for all purposes, and payment of or on account of the principal of and interest on such Bond shall be made only to or upon the order of the Holder thereof, or its attorney duly authorized in writing, and neither the City, the City Clerk, the Borrower, nor the Lender shall be affected by any notice to the contrary. All such payments shall be valid and effectual to satisfy and discharge the liability upon the Bonds to the extent of the sum or sums so paid. The Series A Bond shall be initially registered in the name of the Series A Bondholder and the Series B Bond shall be initially registered in the name of the Series B Bondholder. 11. Amendments, Changes and Modifications to Bonds and Bond Resolution. Except pursuant to Section 9.09 of the Series A Loan Agreement and Section 9.09 of the Series B Loan Agreement, the City shall not enter into or make any change, modification, alteration or termination of the Bond Documents or this Bond resolution. 12. Pledge to Holder. Pursuant to the Series A Loan Agreement Assignment and the Series B Loan Agreement Assignment, the City shall pledge and assign to the Series A Bondholder and the Series B Bondholder, respectively, and their successor Holders of each of the Bonds, all interest of the City in the revenues of the Project and the Project facilities, including all Loan Repayments to be made by the Borrower under the Series A Loan Agreement and the Series B Loan Agree- RESOLUTION NO. 80 -72 ment. All collections of moneys by the City in any proceeding for enforcement of the obligations of the Borrower under any of the Bond Documents or any other document shall be received, held and applied by the City for the benefit of the Holder of the Bond entitled thereto. 13. Covenants with Holder; Enforceability. All provisions of the Bonds and of this resolution and all representations and undertakings by the City in the Bond Documents are hereby declared to be covenants between the City and the Holders of the Bonds and their successor Holders of the Bonds and shall be enforceable by or any Holder in a proceeding brought for that purpose. L_ 14. Definitions and Interpretation. Terms not otherwise defined in this resolution but defined in the Series A Loan Agreement or the Series B Loan Agreement or another of the Bond Documents shall have the same meanings in this resolution, unless the context clearly required otherwise, and shall be interpreted herein as provided therein. Notices may be given as provided in Section 9.01 of the Series A Loan Agreement or Section 9.01 of the Series B Loan Agreement. In case any provision of this resolution is for any reason illegal or invalid or inoperable, such illegality or invalidity or inoperability shall not affect the remaining provisions of this resolution, which shall be construed or enforced as if such illegal or invalid or inoperable provision were not contained herein. 15. Certifications. The Mayor, City Manager, City Clerk and other officers of the City are authorized and directed to prepare and furnish to Messrs. Faegre Benson, bond counsel, to the Borrower, to the Series A Bondholder and the Series B Bondholder and to counsel for the Borrower and counsel for Holders, certified copies of all proceedings and records of the City relating to the Project and the Bonds, and such other affidavits and certificates as may be required to show the facts appearing from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representa- tions of the City as to the truth of all statements contained therein. March 24, 1980 L I Date ATTEST; Clerk M RESOLUTION NO. 80 -72 The motion for the adoption of the foregoing resolution was duly seconded by member Bill Fignar and upon vote being taken thereon, the following voted in favor thereof: Dean Nyquist, Tony Kuefler, Bill Fignar, Gene Lhotka, and Celia Scott; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted. 1 E)MIBIT 1 TO BOND RESOLUTION (Form of Series A Bond) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project- Cass Screw Machine Products Company, Lessee), Series A No. R -1 $575,000 The City of Brooklyn Center, a municipal corporation in the County of Hennepin and State of Minnesota (the "City for value received, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to Donald L. Harvey or registered assigns the principal sum of Five Hundred Seventy -five Thousand Dollars ($575,000), on April 1, 1990, and to make payments of said principal sum in installments as hereinafter provided, and to pay to the owner hereof interest on the outstanding and unpaid balance of such principal sum from the date hereof until said principal sum is paid, at the rate of Nine and Three eighths percent (9 3/8%) per annum. If there-shall be a Determination of Taxability, as defined in the hereinafter mentioned Loan Agreement, such interest rate shall be increased to an effective annual interest rate of Eighteen percent (18%) per annum, accruing from the Date of Taxability, as defined in the Loan Agreement, until final payment of the principal of this Bond. Principal of and interest on this Bond shall be paid in 118 installments of Four Thousand Nine Hundred Seventy -nine Dollars ($4,970) each on May I, 1980, and on the first day of each month thereafter to and including March 1, 1990, and a final installment on April 1, 1990, at which time all unpaid principal of and interest on this Bond shall be paid. Payments of such installments shall be applied, first, to accrued and unpaid interest and, next, to unpaid principal. Principal and interest shall be paid to the registered holder hereof in lawful money of the United States at his address as it appears on the registration records maintained by the City Clerk. This Bond is issued pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes, as amended (the "Act and in conformity with the provisions, restrictions and limitations thereof. This Bond is not payable from nor charged upon any funds other than amounts payable by the Borrower, hereinafter mentioned, pursuant to the Loan Agreement, hereinafter mentioned, which are pledged to the payment hereof, and the Guaranty, hereinafter mentioned, and, in an event of default, moneys derived from foreclosure or other enforcement of the hereinafter mentioned Mortgage or Lease Assignment; the City is not subject to any liability hereon; no Holder of this Bond shall ever have the right to compel the exercise of the taxing power of the City to pay this Bond or the interest hereon, nor to enforce payment hereof against any property of the City; and this Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. This Bond is a special obligation in the principal amount of $575,000, which, together with the $175,000 City of Brooklyn Center Industrial Development Revenue Bond Wise, Greenwald Greenwald Project- -Cass Screw Mahcine Products Company, Lessee), Series B, has been authorized by law to be issued and has been issued for the purpose of funding a loan from the City to Wise, Greenwald Greenwald, a Minnesota general partnership (the "Borrower to enable the Borrower to acquire land and an existing building in the City, construct a building addition and certain improvements to said existing building and construct a parking lot therefor and make other related site improvements, all to be owned by the Borrower and leased to Cass Screw Machine Products Company, a Minnesota corporation (the "Lessee for use by the Lessee in its business, as authorized by the Act (the "Project This Bond is issued pursuant to a Bond Resolution of the City duly adopted on March 24 1 1980, a Loan and Purchase Agreement (the "Loan Agreement dated as of April 1, 1980, by and among to City, the Borrower and Donald L. Harvey (the "Lender and an Escrow Agreement (the "Escrow Agreement dated as April 1, 1980, by and among the City, the Borrower, the Lender and American National Bank and Trust Company (the "Escrow Agent This Bond is secured by the Bond Resolution, the Loan Agreement, the Escrow Agreement, a Loan Agreement Assignment (the "Loan Agreement Assignment dated as of April 1, 1980, from the City to the Lender, a Combination Mortgage, Security Agreement and Fixture Financing Statement (the "Mortgage dated as of April 1, 1980, from the Borrower to the Lender, an Assignment of Lease and Rents (the "Lease Assignment dated as of April 1,. 1980, from the Borrower to the Lender, and a Guaranty Agreement (the "Guaranty dated as of April 1, 19&0, from M. Lorraine Wise, Dale W. Greenwald and Marvin E. Greenwald, as personal guarantors, to the Lender, to which Bond Resolution, Loan -2- Agreement, Escrow Agreement, Loan Agreement Assignment, Mortgage, Lease Assignment and Guaranty and amendments thereof reference is hereby made for a description and limitation of the revenues and funds pledged and appropriated to the payment of this Bond, the nature and extent of the security thereby created, the rights of the Holder of this Bond, the rights, duties and immunities of the Lender, and the rights, immunities and obligations of the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement, the Escrow Agreement, the Loan Agreement Assignment, the Mortgage, the Lease Assignment and the Guaranty are on file at the office of the City Clerk. This Bond shall not be subject to optional prepayment or redemption at any time. This Bond is transferable, as provided in the Bond Resolution, only upon the bond register of the City Clerk, as bond registrar, by the owner hereof in person or by his duly authorized attorney, as provided in the Bond Resolution. In case an Event of Default, as defined in the Loan Agreement, occurs, this Bond and the Loan Repayments thereafter to become due under the Loan Agreement may become immediately due and payable, in the manner and with the effect and subject to the conditions provided in the Loan Agreement. The Holder of this Bond shall have the right to enforce the provisions of the Bond Resolution, Loan Agreement, Escrow Agreement, Loan Agreement Assignment, Mortgage, Lease Assignment and Guaranty. The terms and provisions of the Bond Resolution, Loan Agreement, Escrow Agreement, Loan Agreement Assignment, Mortgage, Lease Assignment and Guaranty, or of any instrument supplemental thereto, may be modified or altered only pursuant to Section 9.09 of the Loan Agreement and paragraph 11 of the Bond Resolution. Any capitalized term used but not defined herein shall have the meaning set forth in the Loan Agreement, unless the context clearly requires otherwise. It is hereby certified and recited and the City Council has found: That the Project is an eligible "project" defined in Section 474.02, Subd. la, of the Act; that the issuance of this Bond and the undertaking of the Project will promote the public welfare and carry out the purposes of the Act; that the Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act; that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond does not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. -3- 9 IN WITNESS WHEREOF, the City of City Council, has caused this Bond to be the manual signatures of its Mayor, City and sealed with the corporate seal of the 24th day of March 1980. ATTEST: City Clerk And Brooklyn Center, by its signed in its behalf by Manager and City Clerk City, all as of the CITY OF BROOKLYN CENTER ;ty r By (Form of Transfer Endorsement) For value received, the assign and transfer the foregoing the undersigned City Clerk of the bond registrar, hereby certifies transferred and registered on the such Assignee. Name of Signature of Assignee Owner w undersigned owner does hereby Bond to the named Assignee, and City of Brooklyn Center, as that the foregoing Bond has been bond register in the name of n -4- Date of Signature of Transfer on City Clerk Bond Register s EXHIBIT 2 TO BOND RESOLUTION (Form of Series A Loan Agreement Assignment) This LOAN AGREEMENT ASSIGNMENT is made as of the 1st day of April 1980, between the CITY OF BROOKLYN CENTER, Minnesota, a municipal corporation in the County of Hennepin and State of Minnesota (herein called the "City and DONALD L. HARVEY (herein called the "Lender"). Recitals The City has executed and delivered to the Lender its single fully registered Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project --Cass Screw Machine Products Company, Lessee), Series A, in the principal amount of $575,000 (the "Series A Bond dated the date of delivery thereof, pursuant to a resolution adopted by the City Council of-the City on March 24 1980 the "Bond Resolution The proceeds of the Series A Bond have been or are to be loaned to Wise, Greenwald Greenwald a Minnesota general partnership (the "Borrower pursuant to a Loan and Purchase Agreement dated as of April 1, 1980 (the "Loan Agreement by and among the City, the Lender and the Borrower. The Series A Bond is payable from and secured by the Loan Repayments, as defined in the Loan Agreement, to be made by the Borrower under the Loan Agreement, and the Lender, as a condition to the purchase of the Series A Bond, has required the execution of this Assignment. ACCORDINGLY, as authorized by the Bond Resolution and in consideration of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the City does hereby grant, transfer and assign to the Lender and its registered assigns of the Series A Bond, all of the right, title and interest of the City in the Loan Agreement and the Loan Repayments of the Borrower payable thereunder (except for the rights of the City under Sections 5.02, 7.01, 8.04 and 8.05 thereof relating to expenses,- indemnity and advances of the City), all for the purpose of securing the Series A Bond. IN WITNESS WHEREOF, the City has executed this Loan Agreement Assignment as of the date first above written. Attest_.._ City Cldrk (Seal) CITY OF BROOKLYN CENTER Mayor And By I JA City Mana EXHIBIT 3 TO BOND RESOLUTION (Form of Series B Bond) UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF BROOKLYN CENTER Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project- Cass Screw Machine Products Company, Lessee), Series B No. R -2 $175,000 The City of Brooklyn Center, a municipal corporation in the County of Hennepin and State of Minnesota (the "City for value received, hereby promises to pay, but solely from the sources and in the manner hereinafter provided, to First Northtown National Bank or registered assigns the principal sum of One Hundred Seventy -five Thousand Dollars ($175,000), on April 1, 1990, and to make payments of said principal sum in installments as hereinafter provided, and to pay to the owner hereof interest on the outstanding and unpaid balance of such principal sum from the date hereof until said principal sum is paid, at the rate of Ten and Zero Hundredths percent (10.000 per annum. If there shall be a Determination of Taxability, as defined in the hereinafter mentioned Loan Agreement, such interest rate shall be increased to an effective annual interest rate o.f percent per annum, accruing from the Date of Taxability, as defined in the Loan Agreement, until final payment of the principal of this Bond. Principal of and interest on this Bond shall be paid in 118 installments of Dollars each on May 1, 1980, and on the first day of each month thereafter to and including March 1, 1990, and a final installment on April 1, 1990, at which time all unpaid principal of and interest on this Bond shall be paid. Payments of such installments shall be applied, first, to accrued and unpaid interest and, next, to unpaid principal. Principal and interest shall be paid to the registered holder hereof in lawful money of the United States at his address as it appears on the registration records maintained by the City Clerk. This Bond is issued pursuant to the Minnesota Municipal Industrial Development Act, Chapter 474, Minnesota Statutes, as amended (the "Act"), and in conformity with the provisions, restrictions and limitations thereof. This Bond is not payable from nor charged upon any funds other than amounts payable by the Borrower, hereinafter mentioned, pursuant to the Loan Agreement, hereinafter mentioned, which are pledged to the payment hereof, and the Guaranty and Corporate Guaranty, hereinafter mentioned, and, in an event of default, moneys derived from foreclosure or other enforcement of the hereinafter- mentioned Security Agreement; the City is not subject to any liability hereon; no Holder of this Bond shall ever have the right to compel the exercise of the taxing power of the City to pay this Bond or the interest hereon, nor to enforce payment hereof against any property of the City; and this Bond shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and this Bond does not constitute an indebtedness of the City within the meaning of any constitutional, statutory or charter limitation. This Bond is a special obligation in the principal amount of $175,000, which, together with the $575,000 City of Brooklyn Center Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project- -Cass Screw Machine Products Company, Lessee), Series A, has been authorized by law to be issued and has been issued for the purpose of funding a loan from the City to Wise, Greenwald Greenwald, a Minnesota general partnership (the "Borrower to enable the Borrower to acquire land and an existing building in the City, construct a building addition and certain improvements to said existing building and construct a parking lot therefor and make other related site improvements, all to be owned by the Borrower and leased to Cass Screw Machine Products Company, a Minnesota corporation (the "Lessee for use by the Lessee in its business, as authorized by the Act (the "Project This Bond is issued pursuant to a Bond Resolution of the City duly adopted on March 24 1980, a Loan and Purchase Agreement (the "Loan Agreement dated as of April. 1, 1980, by and among the City, the Borrower and First Northtown National Bank (the "Lender and an Escrow Agreement (the "Escrow Agreement") dated as of April 1, 1980, by and among the City, the Borrower, the Lender and American National Bank and Trust Company (the "Escrow Agent This Bond is secured by the Bond Resolution, the Loan Agreement, the Escrow Agreement, a Loan Agreement Assignment (the "Loan Agreement Assignment") dated as of April 1, 1980, from the City to the Lender, a Security Agreement (the "Security Agreement") dated as of April 1, 1980, from the Borrower to the Lender, A Guaranty Agreement (the "Corporate Guaranty") dated as of April 1, 1980, from the Lessee to the Lender, and a Guaranty Agreement (the "Guaranty dated as of April 1, 1980, from M. Lorraine Wise, Dale W. Greenwald and Marvin E. Greenwald, as personal guarantors, to the Lender, to which Bond Resolution, Loan Agreement, Escrow Agreement, Loan Agreement Assignment, Security Agreement, Corporate Guaranty and Guaranty and amendments thereof reference is hereby made for a description and limitation of the revenues and funds pledged and appropriated to the payment of this Bond, the nature and extent -2- of the security thereby created, the rights of the Holder of this Bond, the rights, duties and immunities of the Lender, and the rights, immunities and obligations of the City thereunder. Certified copies of the Bond Resolution and executed counterparts of the Loan Agreement, the Escrow Agreement, the Loan Agreement Assignment, the Security Agreement, Corporate Guaranty and the Guaranty are on file at the office of the City Clerk. This Bond shall not be subject to optional prepayment or redemption at any time. This Bond is transferable, as provided in the Bond Resolution, only upon the bond register of the City Clerk, as bond registrar, by the owner hereof in person or by his duly authorized attorney, as provided in the Bond Resolution. In case an Event of Default, as defined in the Loan Agreement, occurs, this Bond and the Loan Repayments thereafter to become due under the Loan Agreement may become immediately due and payable, in the manner and with the effect and subject to the conditions provided in the Loan Agreement. The Holder of this Bond shall have the right to enforce the provisions of the Bond Resolution, Loan Agreement, Escrow Agreement, Loan Agreement Assignment, Security Agreement, Corporate Guaranty and Guaranty. The terms and provisions of the Bond Resolution, Loan Agreement, Escrow Agreement, Agreement Assignment, and Guaranty, or of any instrument supplemental thereto, may be modified or altered only pursuant to Section 9.09 of the Loan Agreement and paragraph 11 of the Bond Resolution. Any capitalized term used but not defined herein shall have the meaning set forth in the Loan Agreement, unless the context clearly requires otherwise. It is hereby certified and recited and the City Council has found: That the Project is an eligible "project" defined in Section 474.02, Subd. la, of the Act; that the issuance of this Bond and the undertaking of the Project will promote the public welfare and carry out the purposes of the Act; that the Project has been approved by the Commissioner of Securities of the State of Minnesota as tending to further the purposes and policies of the Act; that all acts, conditions and things required to be done precedent to and in the issuance of this Bond have been properly done, have happened and have been performed in regular and due time, form and manner as required by law; and that this Bond does not constitute a debt of the City within the meaning of any constitutional, statutory or charter limitation. -3- 0 IN WITNESS WHEREOF, the City of Brooklyn Center, by its City Council, has caused this Bond to be signed in its behalf by the manual signatures of its mayor, City Manager and City Clerk and sealed with the corporate seal of the City, all as of the 24th day of March 1980. ATTEST: Sty Clerk CITY OF iA CENTER And By (SEAL) (Form of Transfer Endorsement) For value received, the assign and transfer the foregoing the undersigned City Clerk of the bond registrar, hereby certifies transferred and registered on the such Assignee. Name of Signature of Assignee Owner -4- s undersigned owner does hereby Bond to the named Assignee, and City of Brooklyn Center, as that the foregoing Bond has been bond register in the name of Date of Signature of Transfer on Citv Clerk Bond Register EXHIBIT 4 TO BOND RESOLUTION (Form of Series B Loan Agreement Assignment) This LOAN AGREEMENT ASSIGNMENT day of April 1980, between the CITY OF a municipal corporation in the County of Minnesota (herein called the "City and BANK (herein called the "Lender"). is made as of the 1st BROOKLYN CENTER, Minnesota, Hennepin and State of FIRST NORTHTOWN NATIONAL Recitals 1 The City has executed and delivered to the Lender its single fully registered Industrial Development Revenue Bond (Wise, Greenwald Greenwald Project- -Cass Screw Machine Products Company, Lessee), Series B, in the principal amount of $175,000 (the "Series B Bond dated the date of delivery thereof, pursuant to a resolution adopted by the City Council of the City on March 24 1980 (the "Bond Resolution The proceeds of the Series B Bond have been or are to be loaned to Wise, Greenwald Greenwald a Minnesota general partnership (the "Borrower pursuant to a Loan and Purchase Agreement dated as of April 1, 1980 (the "Loan Agreement by and among the City, the Lender and the Borrower. The Series B Bond is payable from and secured by the Loan Repayments, as defined in the Loan Agreement, to.be made by the Borrower under the Loan Agreement, and the Lender, as a condition to the purchase of the Series B Bond, has required the execution of this Assignment. ACCORDINGLY, as authorized by the Bond Resolution and in consideration:of the premises and other good and valuable consideration, the receipt of which is hereby acknowledged, the City does hereby grant, transfer and assign to the Lender and its registered assigns of the Series B Bond, all of the right, title and interest of the City in the Loan Agreement and the Loan Repayments of the Borrower payable thereunder (except for the rights of the City under Sections 5.02, 7.01, 8.04 and 8.05 thereof relating to'expenses, indemnity and advances of the City), all for the purpose of securing the Series B Bond. IN WITNESS WHEREOF, the City has executed this Loan Agreement Assignment as of the date first above written. Attest�� C .ty'�C1-rk (Seal) CITY OF BROOKLYN CENTER B ayor And By City Man STATE OF MINNESOTA) SS. COUNTY OF HENNEPIN) I, the undersigned, being the duly qualified and acting City Clerk of the City of Brooklyn Center, Minnesota (the "City do hereby certify that the attached copy of Resolution is a true and compared copy of a resolution entitled "A Resolution Providing for the Issuance and Sale of Revenue Bonds Pursuant to Chapter 474, Minnesota Statutes, to Provide Funds to be Loaned to Wise, Greenwald Greenwald for Industrial Development Project" duly adopted by the City Council of the City on March 24, 1980, and on file and of record in my office, which Resolution has not been amended, modified or rescinded since the date thereof and which is in full force and effect as of the date hereof. WITNESS My hand and the seal of the City this 24th day of March 1980. .r/ City Clerk h (Seal)