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HomeMy WebLinkAboutORDINANCES-1983-082-O-83l 9',�-0-23 Ordinance No. AN ORDINANCE PROVIDING FOR THE FINANCING BY THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS, OF AN ECONOMIC DEVELOPMENT PROJECT, AUTHORIZING THE ISSUANCE OF A $650,000 INDUSTRIAL REVENUE BOND, SERIES 1983 (GLOBE POSTER CORPORATION OF CHICAGO PROJECT) AND CONFIRMING SALE AND AUTHORIZING EXECUTION OF A LOAN AGREEMENT, AN ASSIGN- MENT AND AGREEMENT, A BOND PURCHASE AGREEMENT AND RELATED DOCUMENTS. WHEREAS, the City of Evanston, Cook County, Illinois (the "Issuer") is a duly constituted and existing municipality within the meaning of Section 1 of Article VII of the 1970 Constitution of the State of Illinois, and is a home rule unit of government under Section 6(a) of Article VII of said Constitution; and WHEREAS, the Issuer, as a home rule unit, and pursuant to • Ordinance No. 13-0-81, duly adopted by the City Council of Issuer on March 2, 1981 (the "Enabling Ordinance"), is authorized and empowered to issue its revenue bonds to finance the costs of "economic develop- ment projects" as defined in the Enabling Ordinance to the end that the Issuer may be able to create additional employment oppor- tunities and to encourage economic development within the boundaries of the City of Evanston, Cook County, Illinois; and WHEREAS, as a result of negotiations between the Issuer and Frank J. Zimmerman, a citizen of the Village of Kenilworth, Illinois (the "Owner"), contracts have been or will be entered into by the Owner for the acquisition of land and a building, the construc- tion of improvements thereto and the acquisition of equipment to be installed therein, all to be located in the City of Evanston, • Cook County, Illinois (the "Project") and used as a commercial printing plant, and it is proposed that the Issuer shall enter into a Loan Agreement with the Owner (the "Agreement"), pursuant to which the Issuer shall lend the Owner a sum sufficient, together with other moneys of the Owner, to accomplish such acquisition and construction, and the Issuer is willing to issue its revenue bond to finance the Project upon terms which will be sufficient to pay a portion of the cost of the acquisition and construction of the Project as evidenced by such revenue bond, all as set forth in the details and provisions of the Agreement; and WHEREAS, it is estimated that the costs of the Project, including costs relating to the preparation and issuance of the revenue bond, will be not less than t650,000; and • WHEREAS, the Project will be of the character and will accomplish the purposes provided by the Enabling Ordinance and will create additional employment opportunities in the City of Evanston, Illinois; and WHEREAS, the Issuer proposes to sell the revenue bond hereinafter authorized and designated "Industrial Revenue Bond, Series 1983 (Globe Poster Corporation of Chicago Project)" upon a negotiated basis to State National Bank, Evanston, Illinois; and WHEREAS, a public hearing concerning the proposed financing for the Owner was held fourteen days after notice of such hearing was duly published pursuant to the Tax Equity and Fiscal Responsibility Act of 1982; • -2- • NOW, THEREFORE, BE IT ORDAINED By the City Council of the City of Evanston, Cook County, Illinois, AS FOLLOWS: DEFINITIONS Section 1. The following words and terms as used in this Ordinance shall have the following meanings unless the context or use indicates another or different meaning or intent: "Acquisition Fund" means the City of Evanston, Cook County, Illinois, Industrial Revenue Bond Acquisition Fund (Globe Poster Corporation of Chicago Project) created by Section 5 hereof. "Agreement" means the Loan Agreement dated as of August 1, 1983, by and between the Issuer and the Owner, as from time to time supplemented and amended. "Assignment" means the Assignment and Agreement dated as of August 1, 1983, by and between the Issuer and the Bank. "Assignment of Rents" means the Assignment of Rents dated as of August 1, 1983 from the Owner to the Bank. "Authorized Owner Representative" means the person or persons who at the time shall have been designated as such pursuant to the provisions of the Agreement. "Bank" means State National Bank, Evanston, Illinois, a national banking association duly organized and validly existing under the laws of the United States of America, and its successors and assigns. "Bond" means the Bond authorized to be issued hereunder. "Bond Counsel" means a firm of attorneys of nationally recognized standing on the subject of bonds of states and their political subdivisions. • -3- i "Bond Fund" means the City of Evanston, Cook County, Illinois, Industrial Revenue Bond Fund (Globe Poster Corporation of Chicago Project) created in Section 7 hereof. "Bond Purchase Agreement" means the Bond Purchase Agreement dated as of August 1, 1983, by and between the Issuer and the Bank. "Bond Register" shall mean the books of the Issuer kept by the Bond Registrar to evidence the registration and transfer of the Bond. "Bond Registrar" shall mean State National Bank, Evanston, Illinois, or a successor designated as Bond Registrar hereunder. "Building" means the building, structures and facilities forming a part of the Project which are to be located on the Land, • as they may at any time exist. "Code" means the Internal Revenue Code of 1954, as amended and supplemented. The term "default" means those defaults, exclusive of any period of grace, specified in and defined in Section 11 hereof. "Determination of Taxability" means (i) the receipt by the Owner of a written notice from the Bank (or any other owner of the Bond) of the issuance of a statutory. notice of deficiency by the Internal Revenue Service which holds, in effect, that the interest payable on the Bond is includable in the gross income of the owner thereof) other than any such owner who is a "substantial user" or a "related person" within the meaning of Section 103 of the Code), or (ii) the receipt by the Owner from the Bank (or any other owner of the Bond) of an opinion of Bond Counsel to • the same effect. -4- • "Enabling Ordinance" means Ordinance No. 13-0-81 adopted by the City Council of the Issuer on March 2, 1981. "Equipment" means the machinery, equipment apparatus, equipment fittings, readily removable fixtures and related property as more particularly described in Exhibit B attached to the Agree- ment, forming a portion of the Project. "Event of Taxability" means the date from which interest on the Bond is deemed to be taxable to the owner thereof. The term "event of default" means those events specified in and defined in Section 11 hereof. "Guarantors" means collectively Globe Poster Corporation of Chicago, an Illinois corporation of which the Owner is the president and principal shareholder and Skoglund Press, Inc., an • Illinois corporation of which the Owner is the president and principal shareholder. "Guaranty Agreement" means the Guaranty Agreement dated as of August 1, 1983 from the Guarantors, jointly and severally, to the Bank. The words "hereof", "herein", "hereunder" and other words of similar import refer to this Ordinance as a whole.. "Improvements" means the improvements, fixtures and related property to be constructed on and to and to be installed on and in the Land and the Building, and forming a part of the Project. "Issuer" means the City of Evanston, Cook County, Illinois, and any successor body to the duties and functions of the Issuer. • -5- "Land" means the real estate more particularly described in Exhibit A attached to and made a part of the Agreement, on which the Building is located and which comprises part of the Project. "Lease" means the Lease Agreement dated as of August 1, 1983 by and among the Owner, as Lessor, and the Guarantors, as Lessees. "Life Insurance Policy" means Life Insurance Policy on the life of the Owner, of which Life Insurance Policy the Bank is a beneficiary. "Mortgages" means collectively the Personal Mortgage and the Project Mortgage. "Note" means the Promissory Note issued by the Owner pursuant to Section 4.2(a) of the Agreement, whereby the Owner • promises to make installment payments on the Note to the Bank for the account of the Issuer in satisfaction of the debt of the Owner to the Issuer under the Agreement. "Ordinance" means this Ordinance, as from time to time supplemented and amended. "Personal Mortgage" means the Mortgage and Security Agreement dated as of August 1, 1983 by and among the Owner, Nancy K. Zimmerman, his wife, and the Bank. "Prime Rate" means the interest rate per annum from time to time announced by State National Bank (or its successors or assigns), as its prime rate at its banking house in Evanston, Illinois (or the principal banking house of any successor or assignee). 0 -6- "Proj'ect" means the Land, the Building, the Improvements and the Equipment to be acquired and constructed by the Owner and financed with the proceeds of the Bonds. "Project Mortgage" means the Mortgage and Security Agreement dated.as of August 1, 1983 by and between the Owner and the Bank. AUTHORIZATION OF THE PROJECT Section 2. That in order to promote the general welfare of the City of Evanston, Cook County, Illinois, and its inhabitants by creating additional employment opportunities and encouraging economic development in the City of Evanston, cook County, Illinois, the Project shall be and is hereby authorized to be financed as • described herein. The estimated cost of the acquisition and construction of the Project is not less than $700,000, of which $650,000 will be provided by the issuance of the Bond hereinafter authorized and the loan of the proceeds thereof to the Owner. It is hereby found and declared that the financing of the Project and the use thereof by the Owner and the Guarantors, as lessees under the Lease, as hereinbefore and hereinafter provided is necessary to accomplish the public purposes described in the preamble hereto, and that in order to further secure the Bond, the assignment of the right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and indemnification payments), pursuant to the Assignment, the mort- gaging of and granting of a security interest in the Project pursuant to the Project Mortgage, the mortgaging of and granting a -7- secur=ty interest in certain additional real property pursuant to the Personal Mortgage, the assignnert of the rents, revenues, earnings, issues, income and profits derived from the leasing of the Prc�ect pursuant to the Assignment of Rents, the guaranty of the prompt payment of the principal installments of, premium, if any, and interest on the Note and the Bond pursuant to the Guaranty Agreement and the Life Insurance Policy with the Bank as a beneficiary are necessary and proper. AUTHORIZATION AND PAYMENT OF BOND Section 3. That for the purpose of financing a portion of the cost of the Project there shall be and there_ is hereby • authorized to be issued by the Issuer its Industrial :revenue Bond, Series 1983 (Globe Poster Corporation. of Chicago Project) in the principal sure of $650,000, dated the date of its delivery, in fully registered form, lettered R and numbered 1, payable 'Co the order of State National Bank, or registered assigns, maturing as to principal in one hundred eighty (180) consecutive monthly { i L r "`h i Schedule principal installments in the amounts set :. c. � n _ attached to the Bond and made a part thereof payable on October 10, 1983 and on the tenth day of each calendar month thereafter to and=ncluding September 10, 1998, except as the provisions hereinafter set forth with respect to redemption prior to maturity may become applicable thereto, and bearing interest on the unpaid principal amount of the Bond at the rate of seventy-two percent (72') of the Prime Rate in effect on the date of delivery of the Bond and ,adjusted on the tenth day of October in t:^e years !086, 1989 and1992 -R- l • 1995, 1993 to equal seventy-two percent (7211) of the Prime ?ate in ef-,"ect on said dates, payable on October 10, 1983 and monthly tnerea_ter on the tenth day of each calendar month, to and Including _Qpte^ber 101 1998. Interest shall be computed on the basis of a year consisting of 360 days, and charged on the basis of the actual :.umber of days elapsed, from the date of the Bond on the pr_ncipal amount thereof from time to time rema:_ning unpaid. In the event of a Determination of Taxability, principal install -rents of the Bond unpaid at the Event of Taxability shall bear interest from such date at a rate equal to the Prime Rate plus one and one-half per cent (1 1/20v) per annum calculated and adiusted as aforesaid. Anything herein contained to the contrary • notwithstanding, interest on the Bond shall not exceed the maxlrn m `_interest permitted by applicable law. The principal installments of, premium. if any, and in- terest on the Bond shall be payable to the registered owner of the Bond in lawful money of the United States of America at the principal office of the Bond Registrar in the City of Evanston, I11irois. The Bond Registrar shall note on the Payment Record attached as Schedule A to the Bond the date and amount of payment oc each principal installment then being paid (whether at maturity or upon accelerat-on or call for redemption) and interest then being paid and of principal theretofore paid (whether at maturity or upon acceleration or call for redemption) and interest theretofore paid and not yet noted thereon and, upon request or the Owner or the Issuer, the Bond shall be available for inspection by ^e Owner or the Issuer during, regular banking hours at t:'?e -0- • principal office of the Bond Registrar in the City of Fvan g y ston, Illinois. The Bond, together with interest thereon, shall he a limited obligation of the Issuer secured by the Agreement, the Note made payable to the Bank for the account of the Issuer, an assignment of the right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and indem- nification payments), pursuant to the Assignment, and shall be payable solely from the revenues and receipts derived from the Agreement and the Note (except to the extent paid out of moneys attributable to the Bond proceeds or the income from the temporary investment thereof), and shall be a valid claim of the owner thereof only against the Bond Fund and other moneys held by the • Bank and the revenues and receipts derived from the Agreement and the Note (except as provided aforesaid), which revenues and receipts shall be used for no other purpose than to pay the principal installments of, premium, if any, and interest on the Bond, except as may be otherwise expressly authorized in this Ordinance and in the Agreement. The Bond and the obligation to pay interest thereon do not now and shall never constitute an indebtedness or a loan of credit of the Issuer, the State of Illinois or any political subdivision thereof, or a charge against their general credit or taxing powers within the meaning of any constitutional or statutory provision, but shall be secured as aforesaid, and are payable solely from the revenues and receipts derived from the Agreement and the Note (except as provided aforesaid). 0 -10- The principal installments of the Bond shall be subject to mandatory redemption prior to maturity in the event the Bank (or any other owner of the Bond) shall collect any proceeds pursuant to the Life Insurance Policy, at any time within 45 days of the receipt of such proceeds by the Bank (or any other owner of the Bond), in whole, or in part by installment in the inverse order of maturity of the principal installments of the Bond, to the extent of the availability of such proceeds, at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, and without premium. The principal installments of the Bond shall be subject to redemption prior to maturity at the option of the Issuer from any available funds, including the prepayment of the principal installments of the Note or a portion thereof at the option of • the Owner pursuant to Section 7.1 of the Agreement or borrowed funds, on any interest payment date, in whole, or in part by in- stallment in the inverse order of maturity of the principal install- ments of the Bond at a redemption price of 100% of the principal amount thereof being redeemed plus accrued interest to the date fixed for redemption, and without premium. Upon receipt by the Issuer and the Bank of at least 10 days prior written notice from the Owner specifying a date for the redemption of principal installments of the Bond, the Bank shall, to the extent that amounts are or become available therefor in the Bond Fund, apply such amounts in the Bond Fund on behalf of the Issuer to the redemption of the principal installments of the Bond in accordance with the preceding paragraph. All principal installments of the Bond designated for prior redemption will cease to bear interest on the specified redemption date, provided sufficient funds for their redemption have been paid to the Bank for the account of the Issuer for such purpose on or before such date. The Bond shall be prepared in typewritten form. The Bond shall be signed by the Mayor by his manual signature, and attested by the manual signature of the City Clerk of the Issuer, and the corporate seal of the Issuer shall be affixed thereto. In case any official whose signature shall appear on the Bond shall cease to be such official before the delivery of the Bond, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. The Bond shall have thereon a certificate of authentica- • tion substantially in the form hereinafter set forth duly executed by the Bond Registrar as authenticating agent of the Issuer and showing the date of authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Ordinance unless and until such certificate of authentication shall have been duly executed by the Bond Registrar by manual signature, and such certificate of authentica- tion upon any such Bond shall be conclusive evidence that such Bond has been authenticated and delivered under this Ordinance. The certificate of authentication on the Bond shall be deemed to have been executed by it if signed by an authorized officer of the Bond Registrar, but it shall not be necessary that the same officer sign the certificate of authentication on all of the Bonds issued hereunder. • -12- In the event the Bond is mutilated, lost, stolen or destroyed, the Issuer may execute a new Bond of like date, tenor and maturities as the Bond mutilated, lost, stolen or destroyed; provided that, in the case the Bond is mutilated, the mutilated Bond shall first be surrendered to the Issuer, and in the case the Bond is lost, stolen or destroyed, there shall be first furnished to the Issuer and the Bond Registrar evidence of such loss, theft or destruction satisfactory to the Issuer and the Bond Registrar, together with indemnity satisfactory to them. The Issuer shall duplicate on the Payment Record of the new Bond replacing the mutilated, lost, stolen or destroyed Bond all payments of principal (whether at maturity or upon acceleration or call for redemption) and interest which the records of the • Issuer and the Bond Registrar indicate as having appeared on the mutilated, lost, stolen, or destroyed Bond. In the event all the principal installments of the Bond shall have matured, instead of issuing a duplicate Bond the Issuer may pay the same without surrender thereof. The Issuer may charge the owner of the Bond with reasonable fees and expenses in this connection. • -13 BOND FORM Section 4. That the Bond, the Payment Record - Schedule "All and Principal Payments - Schedule "I", shall be in substantially the following form: This Bond May Be Transferred Only As A Whole UNITED STATES OF AMERICA STATE OF ILLINOIS COUNTY OF COOK CITY OF EVANSTON Industrial Revenue Bond, Series 1983 Globe Poster Corporation of Chicago Project) PAYABLE BY THE ISSUER SOLELY AND ONLY FROM REVENUES AND RECEIPTS DERIVED FROM THE • LOAN AGREEMENT AND PROMISSORY NOTE REFERRED TO HEREIN Registered No. R-1 Registered Owner: State National Bank $650,000 KNOW ALL MEN BY THESE PRESENTS that the City of Evanston, Cook County, Illinois, a municipality of the State of"Illinois and a home rule unit of government organized and existing under the Constitution and laws of the State of Illinois (the "Issuer"), for value received, promises to pay solely and only from the source and as hereinafter provided, to the Registered Owner identified above, or registered assigns as hereinafter provided, the principal sum of: SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000) maturing as to principal in one hundred eighty (180) consecutive 0 -14- • monthly principal installments the amounts set forth in Schedule T attached hereto and made a part hereof, payable on October 10, 1983 and on the tenth day of each calendar month thereafter to and including September 10, 1998, except as the provisions hereinafter set fo^th with respect to redemption prior to maturity may become r{ applicable hereto, together with interest on the unpaid principal amount hereof at the rate of seventy-two percent (72') of the ?rime Rate (as defined in the Bond Ordinance hereinafter referred to) in effect on the date hereof and adjusted on the tenth day 1992,1995, cf October in the years 1986, 19:89/and 1998 to equal seventy-two percent (72%) of the Prime Rate In *effect or, said dates, payable on October 1-01 1983 and monthly thereafter on the tenth day of each _- � � ,d � September ' ^ 1 QqP. � 7r re a ca_en„a: month �o and �nclu.._a.g Sep ber ��, _-- �te st shall be computed on the basis of a year consisting of 360 days, and charged on the basis of the actual number of days elapsed, from the date hereof on the principal amount hereof from tine to time remaining unpaid. The principal hereof and pren..iur:, if any, and interest hereon are payable in '-mmediately available funds at the principal office of State National Bank (the 113ond Registrar") in the City of Evanston; Tllinois. in the event of a Determination of Taxability, as defined in the hereinafte:T defined Bond Ordinance, principal install�erts hereof unpaid at the Evert of Taxability, as defined J. the Bond Ordinance, shall bear imerest fro.:. such date at a rate equal to the Prime Rate plus one and one-half percent (' 1/2`) • per annum calculated and adjusted as aforesaid. =.nything herein contained to the contrary notwithstanding, interest on this Bond shall not exceed the maximum interest permitted by applicable law. Payments of principal installments (whether at maturity or upon acceleration or call for redemption) and payments of inter- est shall be noted by the Bond Registrar on the Payment Record -Schedule "A" made a part of this Bond, as provided in the Bond Ordinance hereinafter identified pursuant to which this Bond is issued. The Registered Owner of this Bond shall make this Bond available for inspection during regular banking hours at the principal office of the Bond Registrar in the City of Evanston, Illinois, at the request of the Issuer or the hereinafter defined Owner. This Bond is issued in the principal sum of $650,000 • and designated "Industrial Revenue Bond, Series 1983 (Globe Poster Corporation of Chicago Project)", pursuant to the hereinafter described Enabling Ordinance and to Ordinance No.VA-O-tiduly adopted by th-e City Council of the Issuer on F}ubvsT ;? , 1983 (the "Bond Ordinance") for the purpose of providing funds to finance the cost of the acquisition of land and a building, the construction of improvements thereto and the acquisition of equipment to be installed therein, all to be located in the City of Evanston, Cook County, Illinois (the "Project") and paying expenses incidental thereto, to the end that the Issuer may be able to create additional employment opportunities and encourage economic development within the City of Evanston, Cook County, Illinois. The proceeds of this Bond will be used by the Issuer to pay or reimburse Frank J. Zimmerman, 0 -16- • • a citizen of the Village of Kenilworth, Illinois (the "Owner"), for a portion of the costs of the acquisition and construction of the Project, under the terms of a Loan Agreement dated as of August 1, 1983, by and between the Issuer and the Owner (which agreement, as from time to time supplemented and amended, is hereinafter referred to as the "Agreement"). This Bond is secured by a pledge and assignment of the revenues and receipts derived by the Issuer from the repayment of the loan by the Owner and other revenues and receipts derived pursuant to the Agreement and the Promissory Note issued by the Owner thereunder (the "Note"), and is further secured by an assignment of the right, title and interest of the Issuer in and to the Agreement and the Note (except certain expense and indem- nification payments), a mortgage on and security interest in the Project, a mortgage on and a security interest in certain additional real property, an assignment of the rents, revenues, earnings, issues, income and profits derived from the leasing of the Project, a guaranty of the principal installments of, premium, if any, or interest on the Note and this Bond and a life insurance policy on the life of the Owner, as more fully described in the Bond Ordinance. Reference is made to the Bond Ordinance for a description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer, the rights of the owner of this Bond, and the terms on which this Bond is or may be issued and to all of the provisions of which the owner hereof by the acceptance of this Bond assents. -17- 0 This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Illinois, particu- larly Ordinance No. 13-0-81 adopted by the City Council of Issuer on March 2, 1981 (the "Enabling Ordinance"). This Bond and the obligation to pay interest hereon are limited obligations of the Issuer, secured as aforesaid and payable solely out of the revenues and receipts derived from the Agreement and the Note and as otherwise provided in the Bond Ordinance and the Agreement. THIS BOND AND THE OBLIGATION TO PAY INTEREST HEREON SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OR A LOAN OF CREDIT OF THE ISSUER, THE STATE OF ILLINOIS OR ANY POLITICAL SUBDIVISION THEREOF, OR A CHARGE AGAINST THEIR GENERAL CREDIT OR TAXING POWERS WITHIN THE MEANING OF ANY CONSTITUTIONAL OR STATUTORY PROVISION. Pursuant to the provisions of the Agreement, payments sufficient for the prompt payment when due of the principal installments of, premium, if any, and interest on this Bond are to be paid by the Owner to the State National Bank (the "Bank") for the account of the Issuer and deposited in a special account created by the Issuer and designated "City of Evanston, Cook County Illinois, Industrial Revenue Bond Fund (Globe Poster Corporation of Chicago Project)" (the "Bond Fund"), and all revenues and receipts accruing from the repayment of the loan by the Owner under the Agreement and the Note have been duly pledged and assigned to the Bank for that purpose, under the Bond Ordinance, to secure payment of the principal installments of, premium, if any, and interest on this Bond. • -18- • The principal installments of this Bond are subject to mandatory redemption prior to maturity in the event that the Bank or any other owner of this Bond shall collect any proceeds pursuant to the Life Insurance Policy (as defined in the Bond Ordinance), at any time within 45 days of the receipt of such pro- ceeds by the Bank or any other owner of this Bond, in whole, or In part by installment in the inverse order of maturity of the principal installments of this Bond, to the extent of the availability of such proceeds, at a redemption price of 1000 of the principal amount hereof being redeemed plus accrued interest to the date fixed for redemption, and without premium. The principal installments of this Bond are also subject tc redemption prior to maturity at the option of the Issuer from • any available funds, including the prepayment of the principal installments, of the Note or a portion thereof at the option of the Owner pursuant to Section 7.1 of the Agreement or borrowed funds, on any interest payment date, in whole, or in part by Installment in the inverse order of maturity of the principal installments hereof at a redemption price of 100% of the principal amount hereof being redeemed plus accrued interest to the date fixed for redemption, and without premium. Upon receipt by the Issuer and the Bank of at least 10 days' prior written notice from the Owner specifying a date for the prior redemption of principal installments of this Bond, the Bank shall, to the extent that amounts are or become available therefor in the Bond Fund, apply such amounts in the Bond Fund on behalf of the Issuer to the redemption of the principal install- ments of this Bond in accordance with the preceding paragraph. -19- • All principal installments of this Bond designated for prior redemption shall cease to bear interest on the specified redemption date, provided sufficient funds for their redemption have been paid to the Bank for the account of the Issuer for such purpose on or before such date. • In certain events, on the conditions, in the manner and with the effect set forth in the Bond Ordinance, the principal installments of this Bond may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. One such event is the failure of the Issuer to pay from the source and as hereinbefore provided any principal installment of, premium, if any, or interest on this Bond when due. Modifications, alterations or amendments of the provi-sions of the Bond Ordinance may be made only to the extent and in the circumstances permitted by the Bond Ordinance. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required by the Enabling Ordinance and the Constitution and laws of the State of Illinois to happen, exist and be performed precedent to and in the issuance of this Bond have happened, exist and have been performed in due time, form and manner as required by law. IN WITNESS WHEREOF, the City of Evanston, Cook County, Illinois, by its governing body, has caused this Bond to be -20- • signed on its behalf by its Mayor by his manual signature, and attested manually by its City Clerk, and the corporate seal of the Issuer to be affixed hereto, all as of , 1983. CITY OF EVANSTON, COOK COUNTY, ILL is By .(SEAL) Mho ATTEST: V /� City Clerk CERTIFICATE OF AUTHENTICATION This Bond is the Bond described in the within mentioned Bond Ordinance and is the Industrial Revenue Bond, Series 19R3 (Globe Poster Corporation of Chicago Project) of the City of • Evanston, Cook County, Illinois. State National Bank, as Bond Registrar By Authorized Officer • -21- • (ASSIGNMENT) FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto • (Name and Address of Assignee) the within Bond and does hereby irrevocably constitute and appoint or its successor as Bond Registrar to transfer the said Bond on the books kept for registration thereof with full power of substi- tution in the premises. Dated: Signature guaranteed: NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any charge whatever. -22- • Date • n U SCHEDULE A PAYMENT RECORD Principal Payment Principal State National Bank Balance Interest Authorized Due Payment Official and Title -23- C7 Date • • PAYMENT RECORD Principal Principal Balance Payment Due State National Bank Interest Authorized Payment Official and Title -24- SCHEDULE I PRINCIPAL PAYMENTS 1 - 36 $2,185.00 37 - 72 $2,735.00 73 -108 $3,435.00 109 -144 $4,305.00 145 -179 $5,395.53 130 $5,395.75 $650,000.00 • • - 25 - • • this Page Intentionally Left Blank 0 - 26 - • CUSTODY AND APPLICATION OF PROCEEDS OF BOND: ACQUISITION FUND Section 5. There is hereby created and established with the Bank, which is hereby constituted and appointed as depositary for the Issuer, a special fund in the name of the Issuer to be designated "City of Evanston, Cook County, Illinois, Industrial Revenue Bond Acquisition Fund (Globe Poster Corporation of Chicago Project)". The proceeds received by the Issuer upon the sale of the Bond, exclusive of accrued interest, if any, which shall be deposited in the Bond Fund, shall be deposited in the Acquisition Fund which shall be held in a separate account by the Bank, as depositary. Moneys in the Acquisition Fund shall be expended in accordance with the provisions of the Agreement, and particularly Section 3.3 thereof. • The Bank, as depositary, shall keep and maintain adequate records pertaining to the Acquisition Fund and all disbursements therefrom, and after the Project has been completed and a certificate of payment of all costs filed as provided in this Section 5, the Bank shall deliver copies of such records to the Issuer and the Owner. The completion of the Project and payment of all costs and expenses incident thereto shall be evidenced by the filing with the Issuer and the Bank of a certificate of the Authorized Owner Representative required by Section 3.4 of the Agreement. Any moneys thereafter remaining in the Auquisition Fund shall be applied in accordance with Section 3.4 of the Agreement. -27- • ACQUISITION AND CONSTRUCTION OF PROJECT AND PAYMENT OF AMOUNTS UNDER THE AGREEMENT Section 6. It is the declared intention of the Issuer to authorize the disbursement of the proceeds of the Bond in order to finance the acquisition and construction of the Project by the Owner, pursuant to the Agreement in substantially the form which has been presented to and is hereby approved by the governing body of the Issuer. The Agreement and the revenues and receipts thereof, including all moneys received under its terms and conditions and the Note therein authorized, are to be sufficient to pay the principal installments of, premium, if any, and interest on the Bond hereby authorized, and are hereby pledged and ordered paid into the Bond Fund as specified in Section 7 hereof. The Agree- ment provides that the Owner shall remit the required payments in repayment of the loan under the terms and conditions of the Agreement directly to the Bank for the account of the Issuer for deposit in the Bond Fund and such provision is hereby expressly approved. . REVENUES; BOND FUND Section 7. The Bond and all payments required of the Issuer hereunder are not general obligations of the Issuer but are special and limited obligations secured by an assignment of the right, title and interest of the Issuer in and to the Agree- ment and the Note, pursuant to the Assignment, and shall be payable by the Issuer solely and only out of the revenues and • -28- • receipts derived from the Agreement g and the Note and as otherwise provided herein. There is hereby created by the Issuer and ordered estab- lished with the Bank, as depositary, a special fund to be desig- nated "City of Evanston, Cook County, Illinois, Industrial Revenue Bond Fund (Globe Poster Corporation of Chicago Project)", which shall be used to pay the principal installments of, premium, if any, and interest on the Bond. There shall be deposited into the Bond Fund, as and when received (a) a sum equal to the accrued interest paid by the purchaser of the Bond, if any; (b) any amount remaining in the Acquisition Fund to the extent provided in Section 3.4 of the Agreement; (c) all payments made on the Note; (d) prepayments • of the Note as specified in Article VII of the Agreement; (e) all payments on the Guaranty Agreement; (f) all proceeds of the Life Insurance Policy; and (g) all other moneys received by the Bank under and pursuant to any of the provisions of the Agreement, the Note, the Assignment, the Mortgage, the Guaranty Agreement or the Life Insurance Policy which are required or which are accompanied by directions that such moneys are to be paid into the Bond Fund. The Bank is authorized and directed to apply amounts available therefor in the Bond Fund to the payment when due of the principal installments of, premium, if any, and interest on the Bond. The Issuer covenants and agrees that should there be a default under the Agreement, the Issuer shall fully cooperate with the Bank as owner of the Bond or any other owner of the Bond to the end of fully protecting the rights and security of the Bank or such 0 -29- • other owner of the Bond. Nothing herein shall be construed as re- quiring the Issuer to operate the Project or to use any funds or revenues from any source other than funds and revenues derived from the Agreement and the Note (except as otherwise provided herein). Any amounts remaining in the Bond Fund, after payment in full of the principal installments of, premium, if any, and interest on the Bond and the charges and expenses of the Bank, shall be paid to the Owner, as provided herein and in Section 9.5 of the Agreement. ASSIGNMENT, MORTGAGE, ASSIGNMENT OF RENTS, GUARANTY AGREEMENT AND ADDITIONAL SECURITY Section 8. As security for the due and punctual payment of the principal installments of, premium, if any, and interest on the Bond hereby authorized, the Issuer hereby assigns and pledges to the Bank all revenues and receipts derived by the Issuer pursuant to the Agreement and the Note (except any payment made pursuant to Section 4.2(b) of the Agreement, relating to the obligation of the Owner to pay reasonable and necessary expenses of the Issuer, Sections 5.3 and 5.8 of the Agreement, relating to indemnification of the Issuer by the Owner, and Section 6.3 of the Agreement, relating to the obligation of the Owner to pay attorneys' fees and expenses incurred by the Issuer upon a default thereunder) and all rights and remedies of the Issuer under the Agreement and the Note to enforce payment thereof and as evidence of such assignment, pledge and security interest and of the agreement of the Bank to accept its responsibilities with respect to the Acquisition Fund created pursuant to Section 5 hereof, to the -30- • Bond Fund created pursuant to Section 7 hereof and to any other duty imposed upon the Bank by this Ordinance or the Agreement, the Mayor is hereby authorized to execute the Assignment for and on behalf of the Issuer and the City Clerk is hereby authorized to attest the same and to affix thereto the corporate seal of the Issuer, and the Mayor and City Clerk are authorized and directed to cause the Assignment to be executed by the Bank, the Assignment to be in substantially the form which has been presented to and is hereby approved by the City Council of the Issuer. As further security for the payment of the principal installments of, premium, if any, and interest on the Bond, and the Owner will execute and deliver the Mortgages and the Assignment of Rents and the Guarantors will execute and deliver the Guaranty Agreement, all in substantially the form presented to the City Council of the Issuer, the form, terms and provisions of which are hereby approved, and will cuase the Mortgage and the Assignment of Rents to be recorded in the real estate records of the office of the Recorder of Deeds of Cook County, Illinois. The securing of the Bond by the Life Insurance Policy is hereby approved. INVESTMENTS; ARBITRAGE; REGISTERED FORM Section 9. Any moneys held as,part of the Acquisition Fund created pursuant to Section 5 hereof and the Bond Fund created pursuant to Section 7 hereof, may be invested or reinvested on the direction of the Authorized Owner Representative, in accordance with the provisions of Section 3.5 of the Agreement. Any such • -31- investment shall be held by or under control of the Bank and shall be deemed at all times a part of the fund for which the investment was made, and the interest accruing thereon and any profit realized from such investments shall be credited to such fund, and any loss resulting from such investments shall be charged to such fund, which loss shall be an obligation of the Owner as provided in the Agreement. As and when any amount invested pursuant to this Section 9 may be needed for disbursement, the Authorized Owner Representa- tive may, upon 72 hours' notice from the Owner to the Bank, direct the Bank to cause a sufficient amount of the investments to be sold and reduced to cash to the credit of such funds regardless of the loss on such liquidation. Absent such direction, the Bank • is authorized to and shall liquidate such investments whenever necessary to make timely payment of any amounts due on the Bond. With respect to Section 103 (c ) of the Code, the Owner has made certain covenants with the Issuer in Section 3.6 of the Agreement, and the Owner will make certain certifications and representations with respect to Section 103(c) of the Code on the date of delivery of the Bond, which the Issuer shall accept and adopt, and the Issuer, acting in reliance on such covenants, certifications and representations, hereby covenants with the Bank and any other owner of the Bond that so long as any principal installment of, premium, if any, or interest on the Bond remains unpaid, the Issuer will not take or authorize the taking of any action which will cause the Bond to be classified as an "arbitrage bond" within the meaning of Section 103(c) of the Code and any -3 2- • lawful regulations promulgated or proposed thereunder, including Section 1.103-13, Section 1.103-14 and Section 1.103-15 of the Internal Revenue Service Rules and Regulations (26 C.F.R., Part 1) as the same presently exist or may from time to time hereafter be amended, supplemented or revised. The Issuer further recognizes that Section 103 (j ) of the Code requires the Bond to be issued and to remain in fully registered form in order that interest thereon is exempt from federal income taxation under laws in force at the time the Bond is delivered. In this connection, the Issuer agrees that it will not take any action to permit the Bond to be issued in, or con- verted into, bearer or coupon form. GENERAL COVENANTS Section 10. The Issuer covenants that it will promptly cause to be paid solely and only from the source mentioned in the Bond, the principal installments of, premium, if any, and interest on the Bond hereby authorized at the place, on the dates and in the manner provided herein and in the Bond according to the true intent and meaning thereof. The Bond and the obligation to pay interest thereon are limited obligations of the Issuer, secured by the Note of the Owner and the Assignment and payable as set forth in Section 3 hereof. The Issuer covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Ordinance, the Bond, the Agreement and the Assignment, and in all proceedings of its City Council • -33- • pertaining thereto. The Issuer covenants that it is duly autho- rized under the Constitution and laws of the State of Illinois, including particularly and without limitation the Enabling Ordinance, to issue the Bond authorized hereby and to pledge and assign the revenues and receipts hereby pledged and assigned in the manner and to the extent herein set forth;.that all action on its part for the issuance of the Bond has been or will, before delivery of the Bond, have been duly and effectively taken and that the Bond, when issued and delivered to the Bank, will be a valid and enforce- able limited obligation of the Issuer according to the true intent and meaning thereof. The Issuer covenants that it will execute, acknowledge and deliver such instruments, financing statements and other documents as the Bank or any other owner of the Bond may reasonably • require for the better assuring, granting , pledging and assigning unto the Bank the right, title and interest of the Issuer in and to the Agreement and the Note, as well as the rights of the Issuer in and to the required payments of revenues and receipts pursuant to Section 4.2(a) of the Agreement and the Note hereby assigned and pledged to the payment of the principal installments of, premium, if any, and interest on the Bond. The Issuer covenants and agrees that, except as herein and in the Agreement provided, it will not sell, convey, mortgage, encumber or otherwise dispose of any part of the revenues and receipts derived from the Agreement and the Note, or of its rights under the Agreement and the Note. The Issuer covenants and agrees that all books and docu- ments in its possession relating to the Project and the payments • -34- • on the Note and under the Agreement shall at all reasonable times be open to inspection by the Bank or any other owner of the Bond or such accountants or other agencies as the Bank or such owner may from time to time designate. The Issuer hereby authorizes the Bank or any other owner of the Bond to enforce all of the rights of the Issuer and all of the obligations of the Owner under the Agreement for the benefit of the Bank or any other owner of the Bond. The Issuer will cooperate with the Bank or any other owner of the Bond to protect the rights of the Bank or any other owner of the Bond hereunder with respect to the assignment and pledge of the revenues and receipts coming due under the Agreement and the Note. • EVENTS OF DEFAULT AND REMEDIES Section 11. If any of the following events occurs it is n U hereby defined as and declared to be and to constitute an "event of default" hereunder: (a) Default in the due and punctual payment of any interest on the Bond; (b) Default in the due and punctual payment of any principal installment of or premium, if any, on the Bond, whether at the stated maturity thereof or upon call for redemption or proceedings for the acceleration thereof. (c) An "Event of Default" shall have occurred and be continuing under the Agreement. Upon the occurrence of an event of default hereunder and so long as such event of default is continuing, the Bank or -35- any other owner of the Bond, by notice in writing delivered to the Owner and the Issuer, may declare the principal install- ments of the Bond and the interest accrued thereon immediately due and payable, and such principal installments and interest shall thereupon become and be immediately due and payable. Upon any such declaration all payments under the Agreement and the Note from the Owner shall become immediately due and payable as provided in Section 6.2 of the Agreement. While any principal installment of, premium, if any, or interest on the Bond remains unpaid, the Issuer shall not exer- cise any of the remedies available upon an "Event of Default" specified in Section 6.2 of the Agreement without first obtaining the prior written consent of the Bank or any other owner of the Bond. • Upon the occurrence of an event of default hereunder, • the Bank or any other owner of the Bond may exercise such rights as exist under the Agreement, the Note, the Assignment, the Mortgages, the Guaranty Agreement, the Assignment of Rents or this Ordinance and may pursue any available remedy at law or in equity by suit, action, mandamus or other proceeding to enforce the payment of the principal installments of, premium, if any, and interest on the Bond and to enforce and compel the performance of the duties and obligations of the Owner as herein and in the Agreement and the Note set forth. No remedy by the terms of this Ordinance conferred upon or reserved to the Bank is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to. the Bank or any -36- other owner of the Bond hereunder or now or hereafter existing at law or in equity or by statute. No delay or omission to exercise any right, power or remedy accruing upon any event of default hereunder shall impair any such right, power or remedy or shall be construed to be a waiver of any such event of default hereunder or acquiescence therein; and every such right, power or remedy may be exercised from time to time as often as may be deemed expedient. All moneys received pursuant to any right given or action taken under the provisions of this Section 11 or under the provisions of Acticle VI of the Agreement (after payments of the costs and expenses of the proceedings resulting in the collection of such moneys and of the expenses, liabilities and advances • incurred or made by the Issuer or the Bank or any other owner of • the Bond) or under the Assignment, and all moneys in the Acquisition Fund at the time of the occurrence of an event of default hereunder shall be deposited in the Bond Fund and all such moneys in the Bond Fund shall be applied to the payment of the principal install- ments, premium, if any, and interest due and unpaid upon the Bond to the person entitled thereto. Whenever moneys are to be applied pursuant to the provisions of this Section 11, such moneys shall be applied to the payment of the principal installments of premium, if any, or interest on the Bond within five business days after deposit of such moneys in the Bond Fund. The Bank shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date. -37- e • Whenever all principal installments of, premium, if any, and interest on the Bond have been paid under the provisions of this Section 11 and all expenses of the Bank and the Issuer have been paid, any balance remaining in the Bond Fund shall be paid to the Owner pursuant to Section 9.5 of the Agreement. The Bank may in its discretion waive any event of de- fault hereunder and its consequences and rescind any declaration of acceleration of principal, and in cases of any such waiver or rescission, or in case any proceeding taken by the Bank on account of any such event of default shall have been discontinued or abandoned or determi ed adversely, then and in every such case the Issuer, the Owner, the Bank and any other owner of the Bond shall be restored to their former positions and rights hereunder, • respectively, but no such waiver or rescission shall extend to any subsequent or other event of default hereunder, or impair any right consequent thereon. With regard to any default concerning which notice is given to the Owner under the provisions of this Section 11, the Issuer hereby grants the Owner full authority for account of the Issuer to perform or observe any covenant or obligation alleged in said notice not to have been performed or observed, in the name and stead of the Issuer with full power to do any and all things and acts to the same extent that the Issuer could do in order to remedy such default. • -38- REGISTRATION OF BONDS: PERSONS TREATED AS OWNERS Section 12. The Issuer shall cause books (the "Bond Register") for the registration and for the transfer of the Bond as provided in this Ordinance to be kept at the principal office of the Bond Registrar, which is hereby constituted and appointed the registrar of the Issuer. The Issuer is authorized to prepare, and the Bond Registrar shall keep custody of, multiple Bond blanks executed by the Issuer for use in the transfer and exchange of the Bond. Upon surrender for transfer of the Bond at the principal office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument or instruments of transfer in form satis— factory to the Bond Registrar and duly executed by, the registered owner or his attorney duly authorized in writing, the Issuer • shall execute and the Bond Registrar shall authenticate, date and deliver in the name of the transferee a new fully registered Bond of the same maturity, for a like aggregate principal amount. The execution by the Issuer of any fully registered Bond shall constitute full and due authorization of such Bond and the Bond Registrar shall thereby be authorized to authenticate, date and deliver such Bond. The Bond Registrar shall not be required to transfer or exchange any Bond during the period of three days next preceding any interest payment date on such Bond, nor to transfer or exchange any Bond after notice calling such Bond for redemption has been given. The person in whose name any Bond shall be registered shall be deemed and regarded as the absolute owner thereof for • -39- • all purposes, and payment of the principal insta llments of, premium (if any) or interest on the Bond shall be made only to or upon the order of the registered owner thereof or his legal representative. .All such payments shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. No service charge shall be made for any transfer or exchange of Bonds, but the Issuer or the Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any transfer or ex- change of the Bond except in the case of the issuance of a Bond for the unredeemed portion of a Bond surrendered for redemption. SALE OF THE BOND; EXECUTION OF DOCUMENTS • Section 13. (a) The sale of the Bond hereby authorized • to the Bank at a price of $$650,000 plus accrued interest, if any, and payment pursuant to the Bond Purchase Agreement in substantially the form which has been presented to the City Council of the Issuer, or with such changes therein as shall be approved by the officers 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 Bond Purchase Agreement now before -this meeting, is hereby in all respects authorized, approved and confirmed by such City Council. . The Mayor is hereby authorized and directed to execute the Bond Purchase Agreement and the Bond for and on behalf of the Issuer, and the City Clerk is hereby authorized to attest the same and to affix the corporate seal of the Issuer thereto. -40- (b) The Agreement and the Assignment in substantially the form in which the same have been presented to the City Council of the Issuer, or with such changes therein as shall be approved by the officers 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 Agreement and Assignment now before this meeting, are hereby in all respects authorized, approved and confirmed by such City Council. The Mayor is hereby authorized and directed to execute the Agreement and the Assignment for and on behalf of the Issuer, and the City Clerk is hereby authorized to attest the same and to affix the corporate seal of the Issuer thereto. (c) The Mayor is hereby authorized to execute a form of • approval of the Project which shall constitute the approval required by the "applicable elected representative" required by Section 103(k)(2)(B)(i) of the Code, as amended by the Tax Equity and Fiscal Responsibility Act of 1982. (d) The Issuer hereby acknowledges that the Project will be leased by the Owner to the Guarantors pursuant to the terms of the Lease which the Owner and the Guarantors shall execute in substantially the form in which the same has been presented to the City Council of the Issuer and which shall, or a memorandum of Lease shall, be - recorded in the real estate records of the office of the Recorder of Deeds of Cook County, Illinois. The Issuer hereby assents to such leasing, and hereby approves the form, terms and provisions of the Lease. • -41- PERFORMANCE PROVISIONS Section 14. The Mayor and the City Clerk, for and on behalf of the Issuer be, and both of them hereby are, authorized and directed to do any and all things necessary to effect the performance of all obligations of the Issuer under and pursuant to this Ordinance, the advancement of the loan, the execution and delivery of the Bond and the performance of all other acts of whatever nature necessary to effect and carry out the authority conferred by this Ordinance. 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, certifi- cates and other instruments that may be required for the carrying out of the authority conferred by this Ordinance or to evidence • said authority and to exercise and otherwise take all necessary action to the full realization of the rights, accomplishments and purposes of the Issuer under the Agreement, the Assignment and the Bond Purchase Agreement and to discharge all of the obligations of the Issuer thereunder. RECORD OF BOND OWNERSHIP Section 15. The Bond Registrar shall maintain a record of the name and address of the owner of the Bond and upon any transfer shall add the name and address of the new owner of the Bond and eliminate the name and address of the transferor owner of the Bond. • -42- • DUTIES OF BOND REGISTRAR Section 16. If requested by the Bond Registrar, the Mayor of the Issuer is authorized to execute and the City Clerk of the Issuer is authorized to attest the Bond Registrar's standard form of agreement between the Issuer and the Bond•Registrar with respect to the obligations and duties of the Bond Registrar hereunder which shall include the following: (a) to act as bond registrar, authenticating agent, paying agent and transfer agent as provided herein; (b) to maintain a record of the owner of the Bond as set forth herein and to furnish such record to the Issuer upon request, but otherwise to keep such record confidential; (c) to give notice of redemption of the Bond as provided • herein; (d) to cancel and destroy the Bond at maturity or • upon earlier redemption or if submitted for exchange or transfer; (e) to note the payments of principal and interest on Schedule A attached to the Bond; (f) to furnish the Issuer at least annually an audit confirmation of principal installments of the Bond paid, amount of the Bond outstanding and payments made with respect to interest on the Bond. NOTICES Section 17. All notices, certificates or other communi- cations shall be sufficiently given and shall be deemed given when -43- 1 the same are (i) deposited in the United States mail and sent by registered or certified mail, postage prepaid, or (ii) delivered, in each case to the parties at the following addresses or such other address as a party may designate by notice to the other parties: if to the Issuer at City Hall, 2100 Ridge Avenue, Evanston; Illinois 60204, Attention: City Clerk; if to the Bank, at 1603 Orrington Avenue, Evanston, Illinois 60201, Attention: Vice President; and if to the Owner at 111 Robsart Road, Kenilworth, Illinois 60043. ORDINANCE A CONTRACT; PROVISIONS FOR MODIFICATIONS, ALTERATIONS AND AMENDMENTS Section 18. The provisions of this Ordinance shall constitute a contract between the Issuer and the owner of the Bond hereby authorized; and after the issuance of the Bond, no • modification, alteration, amendment or supplement to the provi- • sions of this Ordinance shall be made in any manner except with the written consent of the Bank or any other owner of the Bond until such time as all principal installments of, premium, if any, and interest on the Bond shall have been paid in full. SATISFACTION AND DISCHARGE Section 19. All rights and obligations of the Issuer and the Owner under the Bond, this Ordinance, the Agreement;.the Note, the Assignment and the Bond Purchase Agreement shall terminate and such instruments shall cease to be of further effect, and the Bank or any other owner of the Bond shall surrender the Bond, cancel the Bond, deliver it to the Issuer, deliver a copy of the cancelled Bond to the Owner and assign and deliver to the -44- • Owner any moneys in the Bond Fund required to be paid to the Owner under Section 7 hereof (except moneys held by the Bank for the payment of principal installments of, premium, if any, or interest on the Bond) when: (a) all expenses of the Issuer and the Bank shall have been paid; (b) the Issuer and the Owner shall have performed all of their covenants and promises in the Bond, this Ordinance, the Agreement, the Assignment and the Bond Purchase Agreement; and (c) all principal installments of, premium, if any, and interest on the Bond have been paid. SEVERABILITY • Section 20. If any section, paragraph, clause or provi- sion of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, para- • graph, clause or provision shall not affect any of the remaining sections, paragraphs, clauses or provisions hereof. CAPTIONS Section 21. The captions or headings of this Ordinance are for convenience only and in no way define, limit or describe the scope or intent of any provision of this Ordinance. PROVISIONS IN CONFLICT REPEALED Section 22. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance are, to the extent of such conflict, hereby repealed, -45- • • and this Ordinance shall be made available to the public by the City Clerk, in appropriate form, upon request, at the office of the City Clerk, 2100 Ridge Avenue, Evanston, Illinois. Copies are to be made available in the office of the City Clerk for public inspection and distribution to members of the public who may wish to avail themselves of a copy of this Ordinance.. This Ordinance shall be in full force and effect from and after its adoption. Adopted and Approved this F day of 4 v4*L) , 1983. Ayes: Aldermen Collens, Rainey, Romain, Ream, Borah, Pabst, Juliar, Barr, Neems, Davis, Raden, Korshak, Morton, Summers, and Wold. Nays: None Absent: Aldermen Bleveans, Heaston, and Nelson. City of Evanston, Cook County, Illinois (SEAL) ATTEST: je�� ,Y-, A7'.� City Clerk -46- or