01-10060 Issue IRBcaosmmeteaseime
GILMORE & BELL, P.C.
September 18, 2001
ORDINANCE NO. 01-10060
OF THE
CITY OF SALINA, KANSAS
AUTHORIZING THE ISSUANCE OF
TAXABLE INDUSTRIAL REVENUE BONDS
SERIES 2001
[ELDORADO NATIONAL (KANSAS), INC.]
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(Published in The Salina Journal, October 17, 2001)
ORDINANCE NO. 01-10060
AN ORDINANCE AUTHORIZING THE CITY OF SALIVA, KANSAS TO ISSUE
ITS TAXABLE INDUSTRIAL REVENUE BONDS, SERIES 2001 (ELDORADO
NATIONAL (KANSAS), INC.) IN AN AGGREGATE PRINCIPAL AMOUNT NOT
EXCEEDING $9,500,000 FOR THE PURPOSES OF ACQUIRING,
CONSTRUCTING AND EQUIPPING A MANUFACTURING FACILITY;
AUTHORIZING EXECUTION OF A BOND AGREEMENT AMONG THE CITY,
THOR INDUSTRIES, INC., ELDORADO NATIONAL (KANSAS), INC. AND
UMB NATIONAL BANK OF AMERICA, SALINA, KANSAS; AUTHORIZING
THE CITY TO LEASE SUCH FACILITY TO ELDORADO NATIONAL
(KANSAS), INC. AND AUTHORIZING EXECUTION OF A LEASE BETWEEN
SAID CITY AND ELDORADO NATIONAL (KANSAS), INC., AND APPROVING
THE FORM OF A GUARANTY AGREEMENT BY AND BETWEEN THE
TENANT AND UMB NATIONAL BANK OF AMERICA.
THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS HAS FOUND AND
DETERMINED:
A. The City of Salina, Kansas (the "Issuer") is authorized by the Kansas Economic
Development Revenue Bond Act, as amended, as codified in K.S.A. 12-1740 et seq. (the "Act"), to
acquire, construct, improve and equip certain facilities (as defined in the Act) for commercial,
industrial and manufacturing purposes, to enter into leases and lease -purchase agreements with any
person, firm or corporation for such facilities, and to issue revenue bonds for the purpose of paying
the costs of such facilities; and
B. The Issuer's governing body has determined that it is desirable in order to promote,
stimulate and develop the general economic welfare and prosperity of the Issuer and the State of
Kansas that the Issuer issue its Taxable Industrial Revenue Bonds, Series 2001 (ElDorado National
(Kansas), Inc.) dated October 1, 2001 in an aggregate principal amount not exceeding $9,500,000 (the
"Bonds"), for the purpose of paying the costs of acquiring, constructing and equipping a certain
manufacturing facility (the "Project"), as more fully described in the Bond Agreement and in the
Lease authorized in this ordinance for lease to E1Dorado National (Kansas), Inc. (the "Tenant"); and
C. The Issuer's governing body finds that it is necessary and desirable in connection with
the issuance of the Bonds to execute and deliver the following documents (collectively, the "Bond
Documents"):
(i) a Bond Agreement dated as of October 1, 2001 (the "Bond Agreement"), among the Issuer,
the Tenant, Thor Industries, Inc., Jackson Center, Ohio (the "Purchaser") and UMB National
Bank of America, Salina, Kansas (the "Bank") prescribing the terms and conditions of issuing
and securing the Bonds;
(ii) a Lease dated as of October 1, 2001 (the "Lease"), with the Tenant, under which the Issuer
will acquire, construct and equip the Project and lease it to the Tenant in consideration of
Basic Rent and other payments; and
(iii) an Agreement for Payment in Lieu of Taxes (the "Agreement for Payment in Lieu of
Taxes") with the Tenant, under which the Tenant will make certain payments in lieu of taxes
for each year after issuance of the Bonds that the Project is exempt from ad valorem taxation.
D. The Issuer's governing body has found that under the provisions of K.S.A. 79-201a
Second, the Project purchased or constructed with the proceeds of the Bonds is eligible for exemption
from ad valorem property taxes for up to 10 years, commencing in the calendar year following the
calendar year in which the Bonds are issued, if proper application is made. The Issuer's governing
body has further found that the Project should be exempt from ad valorem property taxes for a period
of 10 years, subject to a payment in lieu of taxes for each year of the exemption, as more particularly
described in the Agreement for Payment in Lieu of Taxes. Prior to making this determination, the
governing body of the Issuer has conducted the public hearing and reviewed the analysis of costs and
benefits of such exemption required by K.S.A. Supp. 12-1749d.
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NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE
CITY OF SALINA, KANSAS:
Section 1. Definition of Terms. All terms and phrases not otherwise defined in this
ordinance will have the meanings set forth in the Bond Agreement and the Lease.
Section 2. Authority to Cause the Project to Be Purchased and Constructed. The Issuer
is authorized to cause the Project to be acquired, constructed and equipped in the manner described in
the Bond Agreement and the Lease.
Section 3. Authorization of and Security for the Bonds. The Issuer is authorized and
directed to issue the Bonds, to be designated "City of Salina, Kansas Taxable Industrial Revenue
Bonds, Series 2001 [ElDorado National (Kansas), Inc.]" in an aggregate principal amount not
exceeding $9,500,000. The Bonds will be in such aggregate principal amount, will bear interest, will
mature, and will have such other provisions, will be in such forms, and will be issued according to the
provisions, covenants, agreements and other terms as are set forth in the Bond Agreement. The Bonds
are being issued for the purpose of providing funds to pay the costs of acquiring, constructing and
equipping the Project. The Bonds will be special limited obligations of the Issuer payable solely from
revenues generated from the Project and the Lease of the Project. The Bonds will not be general
obligations of the Issuer, nor constitute a pledge of the faith and credit of the Issuer, and will not be
payable in any manner by taxation.
Section 4. Authorization of Bond Agreement. The Issuer is authorized to enter into the
Lease with the Tenant in the form approved in this ordinance. The Issuer will issue and sell the Bonds
and provide for payment of the Bonds and interest thereon from the revenues derived by the Issuer
under the Lease and other moneys as described in the Bond Agreement, all on the terms and
conditions in the Bond Agreement.
Section 5. Authorization of Lease of the Project. The Issuer is authorized to enter into the
Lease with the Tenant in the form approved in this ordinance. The Issuer will acquire, construct and
equip the Project and lease it to the Tenant according to the provisions of the Lease.
Section 6. Approval of the Guaranty Agreement. The form of the Guaranty Agreement
dated as of October 1, 2001 between the Tenant and the Bank, for the benefit of the owners of the
Bonds is approved.
Section 7. Execution of Bonds and Bond Documents. The Mayor of the Issuer is
authorized and directed to execute the Bonds and deliver them to the Bank for authentication on
behalf of the Issuer in the manner provided by the Act and in the Bond Agreement. The Mayor or
member of the Issuer's governing body authorized by law to exercise the powers and duties of the
Mayor in the Mayor's absence is further authorized and directed to execute and deliver the Bond
Documents on behalf of the Issuer in substantially the forms presented for review prior to final
passage of this ordinance, which forms are approved, with such corrections or amendments as the
Mayor or other person lawfully acting in the absence of the Mayor may approve, as evidenced by his
or her signature. The authorized signatory may also sign and deliver such other documents, or
certificates as may be necessary or desirable to carry out the purposes and intent of this ordinance and
the Bond Documents. The City Clerk or the Deputy City Clerk of the Issuer is hereby authorized and
directed to attest the execution of the Bonds, the Bond Documents and such other documents,
certificates and instruments as may be necessary or desirable to carry out the intent of this ordinance
under the Issuer's corporate seal.
Section 8. Tax Exemption; Payment in Lieu of Taxes. The Project will be exempt from ad
valorem property taxes for 10 years, commencing in the calendar year 2002, subject to the conditions
set forth in the Agreement for Payment in Lieu of Taxes. The Tenant must prepare the application for
exemption and submit it to the Issuer for its review. After its review, the Issuer will submit the
application for exemption to the Saline County Appraiser for review and transmittal to the State Board
of Tax Appeals. The Agreement for Payment in Lieu of Taxes in substantially the form dated and
signed December 6, 1999 is hereby ratified and confirmed.
Section 9. Pledge of the Project and Net Lease Rentals. The Issuer hereby pledges the
Project and the net rentals generated under the Lease to the payment of the Bonds in accordance with
K.S.A. 12-1744. The lien created by the pledge will be discharged when all of the Bonds have been
paid.
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Section 10. Further Authority. The officials, officers, agents and employees of the Issuer
are authorized and directed to take whatever action and execute whatever other documents or
certificates as may be necessary or desirable to carry out the provisions of this ordinance and to carry
out and perform the duties of the Issuer with respect to the Bonds and the Bond Documents.
Section 11. Effective Date. This ordinance shall take effect after its final passage by the
governing body of the Issuer, signature by the Mayor and publication once in the Issuer's official
newspaper.
PASSED by the governing body of the City of Salina, Kansas this 1St day of October, 2001.
SIGNED by the Mayor of the City of Salina, Kansas this 15th day of October, 2001.
[SEAL] '
stin M. Sea n, Mayor
Attest:
Lieu Ann Nicola, City Clerk
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