CCR1982210COMMON COUNCIL OF THE
CITY OF MUSKEGO, WISCONSIN
Resolution No. &gx
A RESOLUTION AUTHORIZING THE EXECUTION OF AMENDMENTS TO
A LOAN AGREEMENT. A GUARANTY AGREEMENT. AN INDENTURE OF
CONNECTION WITH ITS ISSUANCE OF $1,300,000 INDUSTRIAL
DEVELOPMENT REVENUE BONDS, SERIES A (PEERLESS GEAR AND
ENGINEERING, INC. PROJECT)
WHEREAS, on January 9, 1980, the City of Muskego,
Wisconsin (the "Municipality") issued its Industrial Develop-
ment Revenue Bonds, Series A (Peerless Gear and Engineering,
Inc. Project) in an aggregate principal amount of $1,300,000
(the "Series A Bonds") under and pursuant to an Indenture of
Trust, dated as of December 1, 1979 (the "Indenture"), by and
between the Municipality and First Wisconsin Trust Company (the
"Trustee") ; and
WHEREAS, the proceeds of the Series A Bonds were
loaned by the Municipality to Robert Agenten ("Agenten") for
.the purpose of acquiring and constructing an industrial facility
(the "Project") within the meaning of Section 66.521, Wisconsin
Statutes, as amended, pursuant to a Loan Agreement, dated as of
Deceinber 1, 1979 (the "Loan Agreement") by and between the
Municipality and Agenten; and
WHEREAS, the obligation of Agenten to make the payments
to the Municipality pursuant to the Loan Agreement.i&evidenced
by the Series A Promissory Note, executed by Agenten, payable to
the order of the Municipality, dated as of December 1, 1979 (the
"Promissory Note") : and
WHEREAS, tne Bonds are secured by a Mortgage, dated as
of December 1, 1979 (the "flortgage") , from Agenten to the Muni-
cipality, and by a Guaranty Agreement, dated as of December 1,
corporation ("Peerless") to the Trustee; and
1979, from Peerless Gear and Engineering, Inc., a Wisconsin
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of December 17, 1979, with Agenten (the "Lease"), pursuant
WHEREAS, Peerless entered into a Lease, dated as
to which Agenten leased the Project to Peerless; and
WHEREAS, the Series A Bonds were sold to First
Wisconsin National Bank of Milwaukee, Milwaukee, Wisconsin (the
"aond Purchaser") pursuant to a Bond Purchase Agreement, dated
as of January 8, 1980, among the Municipality, Agenten, Peerless
and the Bond Purchaser (the "Bond Purchase Agreement"); and
WHEREAS, Agenten, the holder of 100% of the outstandin
stock of Peerless, has entered into an agreement where + y
will sell all of the issued and outstanding stock of Peerless to
a third party and a separate agreement whereby he will sell the
property presently subject to the Mortgage, including the Project,
to Peerless and Peerless will assume all liabilities of Agenten
and all other documents executed in connection with the issuance
in connection with the Loan Agreement, the Promissory Note,
of the Bonds; and
WHEREAS, the Mortgage will be satisfied and released
Credit to be issued by Bank of Americ N.T. 6 S.A., to secure
and the Lease terminated and Peerless ill provide a Letter of
its obligtions to make payments to the Municipality under
the Loan Agreement; and
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WHEREAS, the Municipality, Peerless and Agenten
desire to amend the Loan Agreement, the Indenture, the Bond
Purchase Agreement and the Guaranty Agreement and to have the
Mortgage satisfied; and
WHEREAS, the Promissory Note will be cancelled and
a new promissory note in the amount of the Outstanding Series A
aonds will be executed by Peerless (the "Substitution Note");
and
WHEREAS, Sections 1302 and 1402 of the Indenture
provides that the Trustee and the Municipality may not consent
to certain amendments of the Loan Agreement, the Indenture
or the Promissory Note without the consent of 100% of the
aondholders; and
WHEREAS, the Bondholders (as defined in the Indenture)
have indicated that they will giveAwritten consent to the exe-
cution of such documents; and
WHEREAS, in connection therewith, the following
dosuaents have been presented to the Municipality as follows:
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(a) Amendment to the Bond Purchase Agreement, among
the Municipality, Agenten, Peerless and the Bond Purchaser
(the "aPA Amendment") ;
(b) Amendment to the Loan Agreement,hby and between
the Municipxity, Agenten and Peerless (the "Loan Agreement
Amendment") :
(c) Amendment to the Indenture,hby and between the
Trustee and?he Municipality (the "Indenture Amendment") :
(d) Amendment of the Guaranty Agreementkby and
between PeeTless and the Trustee (the "Guaranty Agreement
Amendment"):
(e) Form of Consent of Bondholders and Consent of
Trustee; -
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(f) Satisfaction of the Mortgage (the "Satis-
faction"); -
(g) Assignment and Assumption by and between
Agenten and Peerless;
WHEREAS, in accordance with Section 66.521, Wisconsin
documents, the Series A Bonds and interest thereon shall never
Statutes, this Resolution and the aforesaid instruments and
of any State constitutional provision of statutory limitation,
constitute an indebtedness of the Municipality within the meaning
shall not constitute or give rise to a pecuniary liability of
powers, and shall not constitute or give rise to any personal
the Municipality or a charge against its general credit or taxing
liability of any member of this body or of any officers or
.employees of the Municipality on the Series A Bonds or for any
act or omission related to the authorization or issuance of the
Series A Bonds:
NOW, THEREFORE, BE IT RESOLVED, by the City Council of
the City of Muskego, Wisconsin, as follows:
the Indenture Amendment are hereby approved, and the Mayor and
Section 1. That the forms, terms and provisions of
the City Clerk are hereby authorized and directed to execute,
attest, seal and deliver the Indenture Amendment substantially in
the form presented to this meeting with such changes therein as
execution to constitute conclusive evidence of such approval.
shall be approved by such persons executing the document, their
Section 2. That the form, terms and provisions of
the Loan Agreement Amendinent are hereby approved, and the
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Mayor and the City Clerk are hereby authorized and directed to
execute, attest, seal and deliver the Loan Agreement Amendment
substantially in the form presented to this meeting with such
changes therein as shall be approved by such persons executing
the document, their execution to constitute conclusive evidence
of such approval.
Section 3. That the form, terms and provisions of
the Satisfaction are hereby approved, and the Mayor and the City
Clerk are hereby authorized and directed to execute the Satis-
faction substantially in the form presented to this meeting with
such changes therein as shall be approved by such persons exe-
cutinq the document, their execution to constitute conclusive
evidence of such approval. This body recognizes that the satis-
faction of the Mortgage releases all its rights in, under and to
the Lease, and that the Lease will be terminated.
Asection 4. That the form, terms and provisions of
thehBPA Amendment are hereby approved, and the Mayoaand City
Clerk are hereby authorized and directed to accept the BPA
Amendment bv executina the same substantiallv in the &Ere-
sented to this meetini with such changes thekein as shall be^
approved by such persons executing the document, their execution
to constitute conclusive evidence of such approvalA
Section 5. That the cancellation of the Promissory
Note and the Substitution Note are hereby approved and that the
Mayor and the City Clerk are authorized to execute the form of
assignment on the Substitution Note.
Section 6. That the Mayor and the City Clerk are
hereby authorizedTnd directed to execute, attest, seal and
deliver any and all documents and do any and all things deemed
necessary to effect the execution and delivery of the Loan
Aqreement Amendment. the Indenture Amendment. the Satisfaction. the form of assignment on the Substitution Note andAtheABPA
AmendmentAand to carry out the intent and Durposes of this -
Resoluti&i, including'the preamble hereto. "
Section 7. That the Municipality hereby acknowledges
that the amendmentSprovide that the Project (as defined in the
Indenture) will be sold to Peerless and that Peerless shall
operate or cause to operate the ProjectAas an "industrial pro-
ject" within the meaning of the Act for so long as any Bonds are
outstanding.
Section 8. That the provisions of this Resolution
are hereby declarer to be separable and if any section, phrase
or provision shall for any reason be declared to be invalid,
such declaration shall not affect the validity of the remainder
of the sections, phrases and provisions.
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or parts thereof,ih conflict with the provisions of this
Resolution are, to the extent of such conflict, hereby re-
pealed. This Resolution shall be in full force and effectn,
Section 9. All ordinances, resolutions and orders,
from and after that date the written consent of the Bondho3ders
is presented to the Municipality as by law provided.
Presented and adopted at a regular meeting of the
governing body of the City of Muskego, Wisconsin, held on - fhe 9th day of November, 1982.
APPROVED this 9th day of November, 1982.
ATTEST:
City Clerk
P
[MUNICIPAL SEAL]
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CERTIFICATIONS BY CLERK
do hereby depose and certify that I am the duly (appointed)
(elected), qualified and acting Clerk of the City of Muskego,
in the County of Waukesha, State of Wisconsin, and as such I
have in my possession, or have access to, the complete corporate
records of said City and of its Common Council; that I have
carefully compared the transcript hereto attached with the
aforesaid corporate records: that said transcript hereto attached
is a true, correct and complete copy of all the corporate records
in relation to the adoption of Resolution No. %/~-kl entitled:
, being first duly sworn,
A RESOLUTION AUTHORIZING THE EXECUTION OF AMENDMENTS TO
A LOAN AGXEEMENT, A GUARANTY AGREEMENT, AN INDENTURE OF
TRUST, A BOND PURCHASE AGREEMENT AND RELATED DOCUMENTSJL
AUTH~ACTION OF A MORTGAGE, AND AUTHOR-
IZING THE CANCELLATION OF A PROMISSORY NOTE AND EXECUTION
3F ASSIGNMENT OF A SUBSTITUTE PROMISSORY NOTE ALL PRE-
VIOUSLY EXECUTED BY THE CITY OF MUSKEGO, WISCONSIN, IN
CONNECTION WITH ITS ISSUANCE OF $1,300,000 INDUSTRIAL
DEVELOPMENT REVENUE BONDS, SERIES A (PEERLESS GEAR AND
ENGINEERING, INC. PROJECT)
I do hereby further depose and certify as follows:
1. Said resolution was considered for adoption
by the Common Council at a meeting held in the City Hall at
'1:36 P.M. on November 9, 1982. Said meeting was a regular
meeting of the Common Council and was held in open session in
compliance with Subchapter IV of Chapter 19 of the Wisconsin
Statutes.
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2. Said resolution was on the agenda for said meeting
and public notice thereof was given not less than 24 hours prior
to the commencement of said meeting in compliance with Section
19.84 of the Wisconsin Statutes, including, without limitation,
by posting on the bulletin board in the City Hall, by notice to
those news media who have filed a written request for notice of
meetings and by notice to the official newspaper of the City.
3. Said meeting was called to order by
who chaired tne meeting. Upon roll I noted and r
and that the fnl owin &'&dfl were absent: 2A2 YT-d,
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I noted and recorded that a quorum was present. Various matters
and business were taken up during the course of the meeting
without intervenrion of any closed session. One of the matters
taken up was said resolut h was introduced and its adop- . Fdllowing discussion and after all
, the question was called and upon roll
, and seconded by
who desired to do so had expressed their views for
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being called and the continued presence of a quorum being-noted,
the recorded vote was as follows:
Aye :
, Nay: :.
Abstain: -
Whereupon the Mayor declared said resolution adopted, and I so
recorded it.
4. Said resolution was approved by the on
1 9 , 13Q, and I have so recorded.
IN XITNESS WHEREOF, I have signed my na
tne seal of the hereto on this /u day of
19w % - -
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[Municipal Seal]
C1 erk
STATE OF HISCONSIN )
Subscribed and sworn to before me this day, the
date last aboile written.
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