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CCR2002214COMMON COUNCIL OF THE CITY OF MUSKEGO, WISCONSIN Resolution No. 214-2002 RESOLUTION RELATING TO AN AMENDMENT TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF MICK PROPERTIES, LLC/A.G. INDUSTRIES, INC. WHEREAS, the City of Muskego, Wisconsin (the "Municipality"), a municipal corporation organized and existing under and pursuant to the laws of the State of Wisconsin, issued those certain Industrial Development Revenue Bonds, Series 1996 (Mick Properties, LLC/A.G. Industries, Inc. Project) on June 19, 1996 in the original principal amount of $1,700,000 (the "Bonds") pursuant to an Indenture of Trust dated as June 1, 1996 (the "Indenture") between the Issuer and Marshall & Ilsley Trust Company N.A. (fMa M&I First National Bank), as Trustee (the "Trustee"); and 0 WHEREAS, the proceeds of the Bonds were loaned to Mick Properties, LLC ("Mick") and A.G. Industries, Inc. ("A.G") pursuant to a Loan Agreement dated as of June 1, 1996 among the Issuer, Mick and A.G. (the "Loan Agreement"); and WHEREAS, Mick, A.G. and M&I Marshall & Ilsley Bank (the "Bond Purchaser") desire to modify the amortization of the Bonds, and the Trustee consents to such modification pursuant to the terms of the following documents attached hereto (the "Amendment Documents"): 1. First Supplemental Indenture between the Issuer and the Trustee; 2. replacement Bond of the Issuer in the stated principal amount of $934,596; 3. First Supplemental Loan Agreement among the Issuer, Mick and A.G.; and 4. replacement Promissory Note in the stated principal amount of $934,596; MW908624DBS:DBS 10109lO2 NOW, THEREFORE, IT IS RESOLVED: 1. The Municipality consents to the proposed modification of the amortization of the Bonds on the terms and conditions set forth in the Amendment Documents. 2. The Amendment Documents shall be executed on behalf of the Issuer by its Mayor and Clerk or a person authorized by law to act on their behalf and shall have impressed, imprinted or otherwise reproduced thereon the official seal of the Issuer or a facsimile thereof. Facsimile signatures and seals may be used. 3. This Resolution shall be effective immediately upon its passage and approval. Adopted October 22, 2002. Approved October 22,2002. Mayor MW908624DBS:DBS 10109102 2 CERTIFICATIONS BY CLERK certify that I Muskego, in 1, , being first duly sworn, do hereby depose and am the duly elected, qualified and acting Clerk of the City of I 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. __entitled: RESOLUTION RELATTNG TO AN AMENDMENT TO INDUSTRIAL DEVELOPMENT REVENUE BOND FINANCING ON BEHALF OF MICK PROPERTIES, LLC/A.G. INDUSTRIES, INC. 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 p.m. on October 22, 2002. Said meeting was a regular meeting of the Common Council and was held in open session in compliance with Subchapter 1V of Chapter 19 of the Wisconsin Statutes. 0 - 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 Wisconsin Statutes section 19.84 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 Mayor, who chaired the meeting. Upon roll I noted and recorded that the following Aldermen were present: and that the following Aldermen were absent: MW908624DBS:DBS 10/09/02 1 noted and recorded that a quorum was present. Various matters and business were taken up during the course of the meeting without intervention of any closed session. One of the matters taken up was said resolution which was introduced and its adoption was moved by Alderman , and seconded by Alderman . Following discussion and after all Aldermen who desired to do so had expressed their views for or against said resolution, the question was called and upon roll being called and the continued presence of a quorum being noted, the recorded vote was as follows: Aye: Nay: Abstain: IN WITNESS WHEREOF, I have signed my name and affixed the seal of the City hereto on tlus 22nd day of October, 2002. [Seal] , Clerk State of Wisconsin ) Waukesha County ) ss Subscribed and sworn to before me this day, the date last above written. [Seal] MW908624DBS:DBS 10109102 ( 1 Notary Public, State of Wisconsin My commission 2 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE (this "First Supplement"), dated as of October 22,2002, is by and between the CITY OF MUSKEGO, WISCONSIN, a municipal corporation and political subdivision organized and existing under and pursuant to the laws of the State of Wisconsin (the "Issuer"), and MARSHALL & ILSLEY TRUST COMPANY N.A. (fMa M&I First National Bank), as trustee (the "Trustee"). PRELIMINARY STATEMENT The Issuer and the Trustee have entered into an Indenture of Trust dated as June 1, 1996 (as currently being supplemented and amended by this First Supplement", the "Indenture") with respect to the Issuer's Industrial Development Revenue Bonds, Series 1996 (Mick Properties, LLC/A.G. Industries, Inc. Project) (the "Bonds"). The proceeds of the Bonds were loaned to Mick Properties, LLC ("Mick") and A.G, Industries, Inc. ("A.G") pursuant to a Loan Agreement dated as of June I, 1996 among the Issuer, Mick and A.G. (as being supplemented and amended by that certain First Supplemental Loan Agreement dated as of the date hereof among the Issuer, Mick and A.G., the "Loan Agreement"). 0 Mick, A.G. and M&I Marshall & Ilsley Bank (the "Bond Purchaser") desire to modify the amortization of the Bonds, and the Issuer and the Trustee consent to such modification pursuant to the terms hereof. NOW, THEREFORE, in consideration of these premises, the Issuer and the Trustee agree as follows: 1, Defined Terms. Any capitalized terms which are used, but not defined, in this First Supplement but are defined in the Indenture, have the same meaning in this First Supplement as are attributed to them in the Indenture. 2. Amendment. Section 13.2 ofthe Indenture is amended in its entirety to read as follows: 13.2 Form of Bond. Each Bond shall be substantially in the following form, with such insertions and changes as shall be necessary to identify such Bond by number and date and to specify the Owner, principal amount, principal installments, and CUSIP number (if any) of such Bond: MW906402DBS.MJJ lOi09102 * * * * * * * * * UNITED STATES OF AMERICA COUNTY OF WAUKESHA STATE OF WISCONSIN $ CITY OF MUSKEGO, WISCONSIN INDUSTRIAL DEVELOPMENT REVENUE BOND, SERIES 1996 (MICK PROPERTIES, LLC/A.G. INDUSTRIES, INC. PROJECT) Maturity Date Issue Date June 1,201 1 ,- KNOW ALL MEN BY THESE PRESENTS that the CITY OF MUSKEGO, WISCONSIN, a municipal corporation and political subdivision organized and existing under and pursuant to the laws of the State of Wisconsin (the "Issuer"), for value received, promises to pay, but solely from the source and as hereinafter provided and not otherwise, to or registered assigns, the principal sum of Dollars ($ ) in 103 equal principal installments of $ each, month plus a final principal installment in an amount equal to the unpaid principal balance of this Bond on the Maturity Date, unless this Bond shall be redeemable and shall have previously been called for redemption and payment of the redemption price has been made or provided for. The Issuer further promises to pay interest on the outstanding principal amount of this Bond, but solely from said source and as so provided and not otherwise, from October 1,2002, payable monthly on the first Business Day of each month, commencing November I, 2002 (each being an "Interest Payment Date"), at an annual rate equal to 5.15%. e I commencing November 1,2002, and on the first Business Day of each successive In the event of an increase or decrease in the Corporate Tax Rate after the Original Issue Date, the rate of interest on this Bond shall be decreased (in the case of an increase in the Corporate Tax Rate) or increased (in the case of a decrease in the Corporate Tax Rate) to the Adjusted Tax Exempt Rate, effective as of the Interest Payment Date immediately following such change in the Corporate Tax Rate. For purposes of this Bond (a) "Corporate Tax Rate" means the highest marginal statutory rate of federal income tax impose on corporations and (b) "Adjusted Tax Exempt Rate" means the annual rate determined by multiplying the rate otherwise in effect on this Promissory Note multiplied by (i) one minus the Corporate Tax Rate in effect following a change in the Corporate Tax Rate and 0 MW906402DBS.MJJ 10109102 2 a divided by (ii) one minus the Corporate Tax Rate in effect on the Original Issue Date. Upon the occurrence of a Determination of Taxability (as defined in the Loan Agreement), the Issuer agrees to pay interest at the annual rate of interest equal to the Prime Rate (the "Taxability Interest Rate") on the principal amount of Bonds outstanding on the date of the Event of Taxability (as defined in the Loan Agreement) as further described and in the manner set forth in section 43a) of the Loan Agreement. In addition, the holder of this Bond will be reimbursed for any taxes, interest, penalties, additions to tax, loss of deductions or other charges resulting from a Determination of Taxability, as described in section 43b) of the Loan Agreement. A Bondholder, former Bondholder or the Borrower (as hereinafter defined) shall have the right but not the obligation to contest an allegation of an Event of Taxability. If such contest is made and successfully concluded, any Bondholder or former Bondholder who has received interest computed at the Taxability Interest Rate or other compensation due to the alleged Event of Taxability shall be required to refund to the Borrower such additional interest (the amount of interest such Bondholder actually received reduced by the amount of interest which would have been received in the absence of the alleged Event of Taxability) and such additional compensation. If such a contest is successful, the interest rate on this Bond shall be the interest rate which would have been payable had no Event of Taxability been alleged. The Borrower (as hereinafter defined) also has agreed in the Loan Agreement, in the event of any other changes in the Internal Revenue Code of 1986, as amended, which adversely affects the yield on the Bonds, to pay such additional amounts as will result in the Bondholders maintaining the same yield on the Bonds as the Yield in effect on the Original Issue Date, as further described in section 4.7(b) of the Loan Agreement. e The Issuer further promises to pay interest on overdue installments of principal, premium and, to the extent permitted by law, any overdue installment of interest at the Prime Rate. All interest payments on this Bond shall be calculated for the actual number of days elapsed on the basis of a 360-day year, The principal of, premium, if any, and interest on this Bond are payable in lawful money of the United States of America at the principal corporate trust office of Marshall & Ilsley Trust Company N.A. (f/k/a M&I First National Bank), or its successor or successors, as Trustee (the "Trustee"). The principal of, premium, if any, and interest hereon which is payable prior to maturity, and punctually paid or duly provided for, on any date on which a principal payment is due or any Interest Payment Date shall be paid by check or draft drawn by the Trustee payable to the order of the person in whose name this Bond is registered at the close of business on the Business Day preceding the applicable payment date 0 MW\906402DES:MJI 10/09/02 3 a and mailed to such person at the address shown on the Bond Register maintained by the Trustee or, upon request of any Bondholder, by wire transfer or any other lawful manner as the Trustee deems practicable. This Bond has been issued pursuant to and in full compliance with the Constitution and laws of the State of Wisconsin and by authority of resolutions adopted by the Issuer's Governing Body THIS BOND IS A LIMITED OBLIGATION OF THE ISSUER AND SHALL NOT CONSTITUTE AN INDEBTEDNESS OF THE ISSUER WITHIN THE MEANING OF ANY STATE CONSTITUTIONAL PROVISION, STATUTORY LIMITATION OR CHARTER PROVISION OR LIMITATION, THIS BOND SHALL NOT CONSTITUTE OR GIVE RISE TO A PECUNIARY LIABILITY OF THE ISSUER OR A CHARGE AGAINST ITS GENERAL CREDIT OR TAXING POWERS. The principal of, premium, if any, and interest on this Bond are payable by the Issuer solely from Pledged Revenues (as defined in the Indenture), including all payments by Mick Properties, LLC, a Wisconsin limited liability company ("Mick"), and A.G. Industries, Inc., a Wisconsin corporation ("A.G.") (Mick and A.G. are collectively referred to herein in a joint and several capacity, as applicable, as the "Borrower"), on the Note hereinafter referred to. The Borrower has unconditionally agreed in the Loan Agreement to provide the Issuer with revenues sufficient to pay when due the principal of, premium, if any, and interest on the Bonds. This Bond is one of an authorized issue of Bonds issued by the Issuer, of the series designated on the face hereof, limited in original aggregate principal amount to $1,700,000 (the "Bonds"), issued and authorized to be issued for the purpose of funding a $1,700,000 loan, under and pursuant to a Loan Agreement made and entered into as of June 1, 1996, as supplemented and amended by that certain First Supplemental Loan Agreement dated as of the date hereof, by and between the Issuer and the Borrower (as so supplemented and amended, the "Loan Agreement"). The purpose of the Bond issue and of the loan funded thereby was to provide a means for the Borrower to finance the acquisition, construction and equipping of the Borrower's facilities to be located within the Issuer (the "Project"). Pursuant to the Loan Agreement and as evidence of the borrowing made thereunder, the Borrower has executed and delivered its promissory note, dated the date hereof, payable to the order of the Issuer in the principal amount of $934,596 (which note replaced the original promissory note dated the Original Issue Date in the principal amount of $1,700,000) maturing in such principal installments and bearing interest on the unpaid principal balance thereof at such rates as to provide the Issuer with sufficient revenues to pay when due the principal of, premium, if any, and interest on the Bonds (the "Note"). MW906402DBS:MJJ 10109102 4 a The Bonds are issued under and entitled to the protection and benefits given by an Indenture of Trust, dated as of June I, 1996, as supplemented and amended by that certain First Supplemental Indenture dated as of the date hereof, duly executed and delivered by the Issuer to the Trustee (as so supplemented and amended, the "Indenture"). Reference is hereby made to the Indenture and to all indentures supplemental thereto for a description of rights, duties and obligations of the Issuer, the Trustee and the Owners of the Bonds. The payment of the Note and the performance of the Borrower's other obligations under the Loan Agreement are secured by a Mortgage dated as of June 1, 1996 (the "Mortgage") from Mick to the Issuer, an Assignment of Lease and Rents dated as of June 1, 1996 (the "Lease Assignment") from Mick to the Issuer and a Security Agreement dated as of June 1, 1996 (the "Security Agreement") from A.G. to the Issuer. All of the Issuer's right, title and interest in and to the Loan Agreement (except for its right to enforce certain limited provisions of the Loan Agreement), the Note, the Mortgage, the Lease Assignment and the Security Agreement have been pledged and assigned to the Trustee under the Indenture as security for the payment of the Bonds. The Bonds also are subject to redemption at the option of the Borrower in whole, or in part, on any Interest Payment Date and if in part (in multiples of $5,000) then to the principal installments in the inverse order of their maturities. The redemption price in such event shall be 100% of the principal amount of the Bonds so redeemed plus accrued interest to the redemption date plus the premium set forth in section 4.4 of the Loan Agreement. * Notice of the call for any redemption of Bonds prior to maturity shall be given by mailing a copy of the redemption notice by first-class mail not less than 30 nor more than 60 days prior to the redemption date to the registered owner of each Bond to be redeemed at the address shown on the Bond Register maintained by the Trustee; provided, however, that failure to give any such notice by mail to any particular Bondholder as set forth above or any defect therein, shall not affect the validity of any proceedings for the redemption of any other Bond. All Bonds or portions thereof so called for redemption shall cease to bear interest on the specified redemption date and shall no longer be deemed to be Outstanding under the provisions of the Indenture if funds sufficient for their redemption are on deposit at the place of payment at that time. Except as provided in the Indenture, the Owners of the Bonds shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any Event of Default under the Indenture (as defined therein), or to institute, appear in or defend any suit or other proceedings with respect thereto. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the e MW906402DBS:MJJ 10109102 5 e principal of all Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Amendments, modifications and alterations of the Loan Agreement, the Note, the Mortgage, the Lease Assignment, the Security Agreement and the Indenture, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Indenture. This Bond shall be fully negotiable but may be transferred only by a written assignment duly executed by the registered Owner hereof or by such Owner's duly authorized legal representative. Upon presentation and surrender of this Bond together with said executed form of assignment at the principal corporate trust office of the Trustee, the Trustee shall register the transfer of this Bond in the Bond Register maintained by the Trustee; provided, however, that the Trustee shall have no obligation to register the transfer unless the executed assignment shall be satisfactory to it in form and substance. Upon registration of the transfer of this Bond, the Trustee shall cancel this Bond, and the Issuer shall execute, and the Trustee shall authenticate, one or more new Bonds of authorized denominations of the same maturities and interest rates and in the same aggregate outstanding principal amount as this Bond. The Issuer and the Trustee may deem and treat the registered Owner hereof as the absolute Owner hereof for the purpose of receiving payment of or on account of the principal of, premium, if any, and interest due hereon and for all other purposes and neither the Issuer, the Trustee nor any alternate paying agent shall be affected by any notice to the contrary. 0 The Bonds are issuable only in the form of fully registered Bonds. In the manner and subject to the conditions provided in the Indenture, Bonds, upon surrender thereof at the principal corporate trust office of the Trustee together with a written instrument of transfer satisfactory to the Trustee, duly executed by the registered Owner or such Owner's duly authorized legal representative, may be exchanged for an equal Outstanding aggregate principal amount of Bonds of the same maturities and interest rates of any authorized denomination. The Bondholder requesting any registration, transfer or exchange of Bonds shall pay with respect thereto any resulting tax or governmental charge. All such payments shall be conditions precedent to the exercise to the Bondholder's rights of registration, transfer or exchange. This Bond replaces that certain Bond of the Issuer numbered R-1 in the stated principal amount of $1,700,000 and dated June 19, 1996, related to the Project and the Issuer acknowledges that the obligation evidenced thereby has not been extinguished and that no novation has occurred. IT IS HEREBY CERTIFIED, RECITED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do e MW906402DBS:MJJ 10109102 6 e exist, have happened and have been performed in due time, form and manner as required by law, and that the issuance of this Bond and the series of which it forms a part has been duly authorized by the Issuer and does not exceed or violate any constitutional or statutory limitation. This Bond is issued with the intent that the laws of the State of Wisconsin will govern its construction. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have been signed by the Trustee. IN WITNESS WHEREOF, the CITY OF MUSKEGO, WISCONSIN, has caused this Bond to be executed in its name by the manual or facsimile signatures of its Mayor and Clerk with its corporate seal intentionally omitted as permitted by law, CITY OF MUSKEGO, WISCONSIN Attest: Clerk I 0 Registration Date: 9- Registrar and Paying Agent: * * * * * * * * * ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ~~ (Please Print or Typewrite Name and Address of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and - appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: I !. Signature Guaranteed: MW906402DBS:MJJ 10109102 NOTICE: Signature(s) must NOTICE: The signature to this be guaranteed by a member assignment must correspond firm of the New York Stock with the name as it appears on Exchange or a commercial the face of this Bond in every bank or trust company. particular, without alteration or enlargement or any change whatever. * * * * * * * * * 3. Replacement of Bonds. The outstanding Bonds will be replaced with Bonds (the "Replacement Bonds") in substantially the form set forth above, 4. Status of Indenture. Except as modified in this First Supplement, all the provisions, definitions, terms and conditions of the Indenture are ratified, approved and confirmed. All references to the Indenture in the Loan Agreement and the bond documents related thereto shall be deemed to be reference the Indenture as supplemented by this First Supplement. 0 5. Effectiveness. This First Supplement shall become effective upon the execution and delivery by the Issuer and the Trustee and consent hereto by the Bond Purchaser, Mick and A.G., and receipt by the Trustee of: (a) the Replacement Bonds, duly executed by the parties thereto; (b) a certificate of a member of Mick (i) stating that the resolutions of the members, the Articles of Organization and the Operating Agreement of the Borrower previously delivered in connection with the original Bonds remain in full force and effect and are unamended as of the date hereof and (ii) containing a statement of the names and titles of the member or members of Mick authorized to sign this First Supplement and the other documents related hereto, together with true signatures of such member(s); (c) a certificate of the Secretary of the Borrower (i) stating that the resolutions of the Board of Directors, the Articles of Incorporation and the By-Laws of the Borrower previously delivered in connection with the original Bonds remain in full force and effect and are unamended as of the date hereof and (ii) containing a statement of the names and titles of the officer or officers of the Borrower authorized to sign this First Supplement and the other documents related hereto, together with true signatures of such officers; and e MW906402DBS~MJJ 10109102 8 a (d) such other documents and instruments as the Trustee or the Issuer may reasonably request. IN WITNESS WHEREOF, the Issuer and the Trustee have caused this First Supplement to be executed by their duly authorized officers all as of the day and year first above written. CITY OF MUSKEGO. WISCONSIN BY , Mayor Attest: , Clerk MARSHALL & ILSLEY TRUST COMPANY N.A., as Trustee BY BY Consented to as of the date first above- written: M&I MARSHALL & ILSLEY BANK, as Bond Purchaser BY MICK PROPERTIES. LLC RY A.G. INDUSTRIES, INC. 0 BY MW90M02DBS MJJ 10109102 9 FIRST SUPPLEMENTAL LOAN AGREEMENT THIS FIRST SUPPLEMENTAL LOAN AGREEMENT (this "First Supplement"), dated as of October 22,2002, is among the CITY OF MUSKEGO, WISCONSIN, a municipal corporation and political subdivision organized and existing under and pursuant to the laws of the State of Wisconsin (the "Issuer"), MICK PROPERTIES, LLC, a Wisconsin limited liability company ("Mick"), and A.G. INDUSTRIES, INC., a Wisconsin corporation ("A.G."). PRELIMINARY STATEMENT The Issuer and the and Marshall & Ilsley Trust Company N.A. (fikla M&I First National Bank), as trustee (the "Trustee"), have entered into an Indenture of Trust dated as June 1, 1996 (as being supplemented and amended by that certain First Supplemental Indenture dated as of the date hereof by and between the Issuer and the Trustee, the "Indenture") with respect to the Issuer's Industrial Development Revenue Bonds, Series 1996 (Mick Properties, LLC1A.G. Industries, Inc. Project) (the "Bonds"). The proceeds of the Bonds were loaned to Mick Properties, LLC ("Mick") and A.G. Industries, Inc. ("A.G") pursuant to a Loan Agreement dated as of June 1, 1996 among the Issuer, Mick and A.G. (as currently 0 being supplemented and amended by this certain First Supplement, the "Loan Agreement"). Mick, A.G. and M&I Marshall & Ilsley Bank (the "Bond Purchaser") desire to modify the amortization of the Note (as defined in the Loan Agreement), and the Issuer and the Trustee consent to such modification pursuant to the terms hereof. NOW, THEREFORE, in consideration of these premises, the Issuer, Mick and A.G. agree as follows: 1, Defined Terms. Any capitalized terms which are used, but not defined, in this First Supplement but are defined in the Loan Agreement, have the same meaning in this First Supplement as are attributed to them in the Loan Agreement. 2. Amendment. Exhibit B attached hereto shall be deemed an exhibit to the Loan Agreement and shall replace its predecessor thereto. 3. Replacement ofNote. The outstanding Note will be replaced with Note (the "Replacement Note") in substantially the form attached hereto as e Exhibit B MW908388DBS.DBS 10108102 4. Status of Loan Agreement. Except as modified in this First Supplement, all the provisions, definitions, terms and conditions of the Loan Agreement are ratified, approved and confirmed. All references to the Loan Agreement in the Indenture and the bond documents related thereto shall be deemed to be reference the Loan Agreement as supplemented by this First Supplement. 5. Effectiveness. This First Supplement shall become effective upon the execution and delivery by the Issuer, Mick and A.G. and consent hereto by the Trustee and the Bond Purchaser, and receipt by the Trustee of: (a) the Replacement Note, duly executed by Mick and A.G., and assigned by the Issuer to the Trustee; and (b) satisfaction of the conditions to the First Supplemental Indenture referenced above. IN WITNESS WHEREOF, the Issuer, Mick and A.G. have caused this First Supplement to be executed by their duly authorized officers all as of the day and year first above written. 0 [SEAL] MW908388DBS:DBS IOI08i02 CITY OF MUSKEGO, WISCONSIN BY , Mayor Attest: MICK PROPERTIES, LLC BY A.G. INDUSTRIES, INC. BY 2 Consented to as of the date first above-written: MARSHALL & ILSLEY TRUST COMPANY N.A., as Trustee BY BY M&I MARSHALL & ILSLEY BANK, as Bond Purchaser BY MW908388DBS DES 10108102 3 EXHIBIT B PROMISSORY NOTE $934,596 October 22. 2002 FOR VALUE RECEIVED, the undersigned, MICK PROPERTIES, LLC, a Wisconsin limited liability company ("Mick"), and A.G. INDUSTRIES, INC., a Wisconsin corporation ("A.G.") (Mick and A.G. are collectively referred to herein, in a joint and several capacity as applicable, as the "Borrower"), joint and severally promise to pay to the order of the City of Muskego, Wisconsin, a municipal corporation and political subdivision organized and existing under the laws of the State of Wisconsin (the "Issuer"), the principal sum of up to Nine Hundred Thirty-four Thousand Five Hundred Ninety-six Dollars ($934,596) payable in 103 equal principal installments of $5,000.00 each, commencing November 1,2002, and on the first Business Day of each successive month plus a final installment of the unpaid principal balance and accrued interest due on June I, 20 1 1 The Borrower further promises to pay interest on the unpaid principal balance of this Promissory Note, from October 1, 2002, on the first Business Day of each month, commencing November 1, 2002, at the rate per annum equal to 5.15%. 0 In the event of an increase or decrease in the Corporate Tax Rate after the date of this Promissory Note, the rate of interest on this Promissory Note shall be decreased (in the case of an increase in the Corporate Tax Rate) or increased (in the case of a decrease in the Corporate Tax Rate) to the Adjusted Tax Exempt Rate, effective as of the effective date of such change in the Corporate Tax Rate. For purposes of this Promissory Note (1) "Corporate Tax Rate" means the highest marginal statutory rate of federal income tax imposed on corporations and (2) "Adjusted Tax Exempt Rate" means annual rate determined by multiplying the rate otherwise in effect on this Promissory Note multiplied by (a) one minus the Corporate Tax Rate in effect following a change in the Corporate Tax Rate and divided by (b) one minus the Corporate Tax Rate in effect on the date of this Promissory Note. Upon the occurrence of a Determination of Taxability (as defined in the Loan Agreement hereinafter referred to), the Borrower agrees to pay interest at the annual rate of interest equal to the Prime Rate on the principal amount of the Bonds outstanding on the date of the Event of Taxability (as defined in the Loan Agreement), as further described and in the manner set forth in section 4.5 of the e Loan Agreement. MW908388DBS DES 10108102 a All interest payments on this Promissory Note shall be calculated for the actual number of days elapsed on the basis of a 360-day year. The principal of, premium, if any, and interest on this Promissory Note are payable in immediately available funds at the principal corporate trust office of Marshall & Ilsley Trust Company N.A. (fikia M&I First National Bank) (the "Trustee") or its successor or successors (for the account of the Issuer), as Trustee, under a certain Indenture of Trust dated as of June 1, 1996, as supplemented and amended by that certain First Supplemental Indenture dated as of the date hereof (as so supplemented and amended, the "Indenture"), between the Issuer and the Trustee. Principal installments, premium, if any, and interest unpaid at the maturity hereof (whether at stated maturity, upon the date fixed for prepayment or by acceleration of maturity) shall bear interest at a rate equal to the Prime Rate. This Promissory Note constitutes the Note issued under a Loan Agreement dated as of June 1, 1996, as supplemented and amended by that certain First Supplemental Loan Agreement dated as of the date hereof (as so supplemented and amended, the "Loan Agreement"), between the Borrower and the Issuer, to which Loan Agreement reference is hereby made for a statement of the terms and conditions on which the Loan evidenced hereby was made, for a description of the circumstances under which there shall be credits allowed against the installments of principal and interest on this Promissory Note, and for a description of the terms and conditions upon which this Promissory Note may be prepaid or its maturity accelerated. 0 IN WITNESS WHEREOF, the Borrower has caused this Promissory Note to be executed in the appropriate manner, all as of the date written above. MICK PROPERTIES. LLC BY David W Mick. Member A.G. INDUSTRIES, INC. BY David W Mick, President MW908388DBS DES 10108102 2 ASSIGNMENT FOR VALUE RECEIVED, the undersigned, City of Muskego, Wisconsin, hereby assigns, without recourse, all its right, title and interest in and to the above Promissory Note to Marshall & Ilsley Trust Company N.A., as Trustee. Dated as of October 22,2002. CITY OF MUSKEGO, WISCONSTN BY , Mayor Attest: , Clerk MW908388DBS:DBS 10108102 3