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8512 IRB General Battery1 L II Z3, Iii co ORDINANCE NO. /A OF THE CITY OF SALINA, KANSAS AUTHORIZING THE ISSUANCE OF $1,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS (GENERAL BATTERY CORPORATION PROJECT), SERIES A August 31, 1976 - 3 ORDINANCE NO. /� CITY OF SALINA, KANSAS (GENERAL BATTERY CORPORATION) INDEX Page Recitals------------------------------------------- 1 Section 1. Authority to Acquire By Purchase the Facility----------------------------------- 1 Section 2. Authorization of and Security for the Bonds 2 Section 3. Description and Details of the Bonds, Designation of Paying Agent and Bond Registrar---------------------------------- 2 Section 4. Redemption and Payment of Bonds Prior to Maturity----------------------------------- 3 Section 5. Notice of Redemption----------------------- 6 Section 6. Provisions for the Bonds and the Registra- tion Thereof------------------------------- 6 Section 7. Method of Execution of Bonds--------------- 8 Section 8. Form of Bond------------------------------- 9 Section 9. Execution and Delivery of the Bonds, Deposit of Bond Proceeds, Designation of Fiscal Agent------------------------------- 17 Section 10. Acquisition Fund--------------------------- 17 Section 11. Principal and Interest Account------------- 18 Section 12. Covenant to Redeem Bonds------------------- 19 Section 13. Investments-------------------------------- 19 Section 14. Particular Covenants of the City----------- 20 Section 15 Amendments--------------------------------- 24 Section 16. Enforcement-------------------------------- 26 Section 17. Declaration of Maturity of Bonds in the Event of Default--------------------------- 26 Section 18. Defeasance--------------------------------- 27 Section 19. List of Bondholders------------------------ 28 Section 20. Provisions Relating to the Fiscal Agent---- 29 Section 21. Authorization of Lease--------------------- 31 Section 22. Acceptance of Guaranty Agreement----------- 31 Section 23. Severability------------------------------- 31 Section 24. Conveyance of Facility--------------------- 32 Section 25. Effective Date----------------------------- 32 Schedule 1 1 11 II ORDINANCE NO. _" AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE BY PURCHASE MACHINERY AND EQUIPMENT TO BE LEASED TO GENERAL BATTERY CORPORATION; AUTHORIZING AND DIRECTING THE ISSUANCE OF $1,000,000 PRINCIPAL AMOUNT OF INDUSTRIAL REVENUE BONDS, (GENERAL BATTERY CORPORATION PROJECT), SERIES A, OF SAID CITY FOR THE PUR- POSE OF PROVIDING FUNDS TO PAY THE COST OF ACQUIRING BY PURCHASE MACHINERY AND EQUIPMENT TO BE LEASED TO GENERAL BATTERY CORPORA- TION; PRESCRIBING THE FORM AND AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN SAID CITY AND GENERAL BATTERY CORPORATION. WHEREAS, the City of Salina, Kansas, hereinafter sometimes referred to as the "City", desires to promote, stimulate and develop the general economic welfare and prosperity of the City of Salina, Kansas, and its environs and thereby to further promote, stimulate and develop the general economic welfare and prosperity of the State of Kansas; and WHEREAS, pursuant to the provisions of K.S.A. 12-1740 to 12-1749, as amended, said City is authorized to issue industrial revenue bonds of the City, and it is hereby found and determined to be advisable and in the interest and for the welfare of the City and its inhabitants that industrial revenue bonds of the City be author- ized and issued, for the purpose of providing funds to pay the cost of purchasing machinery and equipment to be leased to General Battery Corporation, a New York corporation qualified to do business in Kansas, hereinafter sometimes referred to as the "Company"; NOW, THEREFORE, BE IT ORDAINED BY THE GOVERNING BODY OF THE CITY OF SALINA, KANSAS: Section 1. Authority to Acquire By Purchase the Facility. The City of Salina, Kansas, is hereby authorized to acquire by pur- chase the machinery and equipment described and set forth on Schedule 1 attached hereto and made a part hereof, said machinery and equip- ment being sometimes hereinafter referred to as the "Facility", in accordance with the provisions of the Lease dated as of September 1, 1976, 1 I 11 herein authorized, between said City and said General Battery Corporation, hereinafter sometimes referred to as the "Lease", at an amount which will not exceed the maximum cost of $1,000,000 to said City, to be paid out of the proceeds of the bonds herein authorized. Section 2. Authorization of and Security for the Bonds. For the purpose of providing funds to pay the cost of purchasing machinery and equipment to be leased to General Battery Corporation, a Pennsylvania corporation, there shall be issued and hereby are authorized and directed to be issued Industrial Revenue Bonds (General Battery Corporation Project), Series A. of the City of Salina, Kansas, in the principal amount of $1,000,000. The Bonds herein authorized, hereinafter sometimes referred to as the "Bonds", and all interest thereon shall be paid solely from the money and revenue received from the fees charged and rental received for the use of the Facility and not from any other fund or source. The City hereby pledges the Facility and the net earnings therefrom to the payment of the Bonds and the interest thereon. Section 3. Description and Details of the Bonds, Desig- nation of Paying Agent and Bond Registrar. Said Revenue Bonds shall be designated Industrial Revenue Bonds (General Battery Corporation Project), Series A, and shall consist of 200 Bonds, numbered from 1 to 200, inclusive, each of said Bonds being in the denomination of $5,000. All of said Bonds shall be dated September 1, 1976, and said Bonds shall be numbered, shall become due on September 1 in each year and shall bear interest as follows: -2- 1 I I Said Bonds shall bear interest from date payable semi- annually on March 1 and September 1 in each year, beginning March 1, 1977. Said Bonds shall be payable in lawful money of the United States of America at The First National Bank and Trust Company of Salina, in the City of Salina, Kansas, hereby desig- nated as the City's paying agent for the payment of the princi- pal of and interest on the Bonds and hereinafter designated as the City's bond registrar for all Bonds and hereinafter referred to as the "Bond Registrar". The term "Paying Agent" as used in this Ordinance shall include said The First National Bank and Trust Company of Salina, as Bond Registrar when acting as Paying Agent for the Bonds. Section 4. Redemption and Payment of Bonds Prior to Maturity. Said Bonds shall not be subject to redemption except as provided in this Section 4. Said Bonds shall be subject to re- demption and payment prior to the stated maturity thereof, after the notice specified in Section 5 of this Ordinance, as follows: -3- SERIAL BONDS MATURITY INTEREST NUMBERS AMOUNTS SEPTEMBER 1 RATE 1 - 40 $200,000 1981 6% 41 - 100 300,000 1986 6 3/4% 101 - 140 200,000 1991 7 1/2% 141 - 200 300,000 1996 7 3/4% Said Bonds shall bear interest from date payable semi- annually on March 1 and September 1 in each year, beginning March 1, 1977. Said Bonds shall be payable in lawful money of the United States of America at The First National Bank and Trust Company of Salina, in the City of Salina, Kansas, hereby desig- nated as the City's paying agent for the payment of the princi- pal of and interest on the Bonds and hereinafter designated as the City's bond registrar for all Bonds and hereinafter referred to as the "Bond Registrar". The term "Paying Agent" as used in this Ordinance shall include said The First National Bank and Trust Company of Salina, as Bond Registrar when acting as Paying Agent for the Bonds. Section 4. Redemption and Payment of Bonds Prior to Maturity. Said Bonds shall not be subject to redemption except as provided in this Section 4. Said Bonds shall be subject to re- demption and payment prior to the stated maturity thereof, after the notice specified in Section 5 of this Ordinance, as follows: -3- A. In the event the interest on the Bonds is includable in the gross income of the recipients thereof for Federal income tax purposes, other than by reason of Section 103 (c) (7) of the Internal Revenue Code of 1954 with respect to interest on any Bond for any period during which it is held by a person who is a substantial user of the Facility or a related person, all of the Bonds then outstand- ing shall be subject to mandatory redemption and shall become due and payable on a redemption date established by the City at the principal amount thereof, plus accrued interest to the redemption date, without a premium, but in no event shall such redemption date be later than 120 days after the Internal Revenue Service, the Company or the Fiscal Agent hereinafter designated shall give written no- tice to the City of the failure of the Bonds to qual- ify for such exemption. B. Each of said Bonds shall be subject to redemption and payment at the option of the City, upon instructions from the Company, on any interest payment date upon any of the following conditions or events, provided all of said Bonds are redeemed and paid according to their terms: (1) if title to, or the use for a limited period of, substantially all of the land upon which the Facility is lo- cated be condemned by any authority having the power of eminent domain; (2) if substantially all of the Facility be damaged or destroyed by fire or other casualty; or (3) if as a result of changes in the Constitution of the State of Kansas, or of legislative or administrative action by -4- C' 1 1 the State of Kansas or any political subdivision thereof, or by the United States, or by reason of any action instituted in any court, the Lease herein authorized shall become void or unenforce- able, or impossible of performance without unrea- sonable delay, or in any other way, by reason of such change of circumstances, unreasonable burdens or excessive liabilities are imposed on the Company or the City. The redemption price for Bonds redeemed pursuant to this paragraph shall be the principal amount of Bonds so redeemed, plus accrued interest thereon to date fixed for redemption and payment, without premium. C. Each of said Bonds maturing on September 1, 1991 and thereafter shall be subject to redemp- tion and payment at the option of the City, upon instructions from the Company in whole or in part by lot, on September 1, 1986, or on any interest payment date thereafter at the redemption prices (expressed as percentages of principal amount) set out below, plus accrued interest thereon to date fixed for redemption and payment: Redemption Dates September 1, 1986 to March 1, 1988, inclusive September 1, 1988 to March 1, 1990, inclusive September 1, 1990 to March 1, 1992, inclusive September 1, 1992 and thereafter -5- Redemption Price 103% 102% 101% 100% Prior to the date fixed for redemption, funds or securi- ties in which such funds are invested shall be placed with the Fiscal Agent to pay the Bonds called for redemption and accrued interest thereon to the redemption date and the premium, if any. Upon the happening of the above conditions, the Bonds thus called for redemption shall cease to bear interest from and after the redemption date, shall no longer be entitled to the benefits and protection of the covenants herein contained and shall not be deemed to be outstanding hereunder. Section 5. Notice of Redemption. Notice of any redemp- tion provided for by this Ordinance shall be given by United States registered mail to the Paying Agent herein designated and to the holder of any registered Bond, such notice to be mailed at least tion in some financial journal published and of general circulation in New York, New York. Interest shall cease on any of said Bonds so called for redemption and payment as of the redemption date, provided funds are deposited with the Paying Agent to pay the same according to their terms. The City shall give notice of any re- demption as herein provided only upon written instructions from the Company. Section 6. Provisions for the Bonds and the Registration Thereof. The Industrial Revenue Bonds (General Battery Corporation Project), Series A, herein authorized shall be coupon Bonds in the denomination of $5,000 each and shall bear interest from their date. Said Bonds shall be transferable by delivery but shall be subject to registration as hereinafter provided as to both principal and MM 30 days prior to the date fixed for redemption and payment and to specify the numbers of the Bonds to be redeemed and paid. Notice of any such redemption shall also be published once not less than 30 days or more than 60 days prior to the date fixed for redemp- tion in some financial journal published and of general circulation in New York, New York. Interest shall cease on any of said Bonds so called for redemption and payment as of the redemption date, provided funds are deposited with the Paying Agent to pay the same according to their terms. The City shall give notice of any re- demption as herein provided only upon written instructions from the Company. Section 6. Provisions for the Bonds and the Registration Thereof. The Industrial Revenue Bonds (General Battery Corporation Project), Series A, herein authorized shall be coupon Bonds in the denomination of $5,000 each and shall bear interest from their date. Said Bonds shall be transferable by delivery but shall be subject to registration as hereinafter provided as to both principal and MM interest on the registration books of the City to be kept by the Bond Registrar designated in Section 3 above. Upon presentation at the office of the Bond Registrar, any Bond may be registered as to principal only and such registration shall be evidenced by a notation to that effect by the Bond Registrar in the registration blank on the reverse side thereof, after which no transfer thereof shall be valid unless made, at the written request of the registered owner in person or by his attorney duly authorized in writing, on said registration books and similarly endorsed on such Bond. Such registered Bonds may be thus transferred to bearer whereupon trans- ferability by delivery shall be restored but the Bonds may again, from time to time, be registered or transferred to bearer as before. Such registration of any Bond shall not affect the transfer by delivery only of the interest coupons pertaining thereto, provided that if upon registration of any such Bond, or at any time there- after while registered in the name of the owner, the unmatured coupons attached evidencing interest to be paid thereafter shall be surrendered to said Bond Registrar a statement to that effect will be endorsed thereon and thereafter interest evidenced by such surrendered coupons will be paid by the Paying Agent, upon receipt of appropriate instructions from said Bond Registrar, to or on the order of the registered owner. Each of the Bonds when converted as aforesaid into a Bond registered as to both principal and inter- est may thereafter be reconverted into a coupon Bond at the written request of the registered owner and upon presentation at the office of said Bond Registrar. Upon such reconversion the coupons repre- senting the interest to become due thereafter will be attached to the Bond and a statement will be endorsed thereon by said Bond Registrar in the registration blank on the back of the Bond stating whether it is then registered as to principal alone or payable to bearer. No charge shall be made to any bondholder for the privilege -7- 1 1 1 of registration and transfer but any bondholder requesting any such registration or transfer shall pay any tax or other governmental charge required to be paid with respect thereto. As to any Bond registered as to principal, the person in whose name the same shall be registered shall be deemed and regarded as the absolute owner thereof for all purposes and payment of or on account of the princi- pal of any such Bond shall be made only to or upon the order of the registered owner thereof, or his legal representative, and neither the City, the Paying Agent nor the Bond Registrar shall be affected by any notice to the contrary, but such registration may be changed as herein provided. 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. The City, the Paying Agent and the Bond Registrar may treat the bearer of any Bond which shall not at the time be registered as to principal, except to bearer, and the bearer of any coupon pertaining to any Bond, whether such Bond be registered as to principal or not, as the absolute owner of such Bond or coupon, as the case may be, whether such Bond or coupon shall be overdue or not, for the purpose of receiving pay- ment thereof and for all other purposes whatsoever, and neither the City, the Paying Agent or the Bond Registrar shall be affected by any notice to the contrary. Section 7. Method of Execution of Bonds. Said Bonds and each of them shall be executed for and on behalf of the City by the facsimile signature of its Mayor and attested by the fac- simile signature of its City Clerk, with the seal of the City affixed. Interest coupons shall be attached to the Bonds representing the interest to mature thereon, and said interest coupons shall bear the facsimile signatures of the Mayor and City Clerk of said City. In the event either said Mayor or City Clerk or both said officers shall cease to hold such office before the Bonds and coupons, if am any, bearing their signatures shall have been issued and delivered, either on original issuance or upon exchange or transfer as herein provided, said Bonds may be issued, delivered, exchanged or trans- ferred as though said officers had not ceased to hold office and such signatures appearing on said Bonds, coupons and registration certificates shall be valid and sufficient for all purposes as if they had remained in office until such issuance, delivery, transfer or exchange. Section 8. Form of Bond. Each of said Bonds and inter- est coupons and the certificates attached thereto shall be in sub- stantially the following form: (FORM OF BOND) No. $5,000 UNITED STATES OF AMERICA STATE OF KANSAS COUNTY OF SALINE CITY OF SALINA INDUSTRIAL REVENUE BOND (GENERAL BATTERY CORPORATION PROJECT) SERIES A KNOW ALL MEN BY THESE PRESENTS: That the City of Salina, in the County of Saline, State of Kansas, a municipal corporation, for value received, hereby promises to pay, solely out of the reve- nues hereinafter specified, to the bearer, or if this Bond be regis- tered, to the registered owner hereof, the sum of FIVE THOUSAND DOLLARS in lawful money of the United States of America, on the first day of September, 19_, and in like manner to pay interest thereon from the date hereof at the rate of percent ( %) per annum, payable semiannually on March 1 and September 1 in each year, beginning March 1, 1977, until said principal sum shall have been paid, both principal of and interest on this Bond being payable at The First National Bank and Trust Company of Salina, in the City of Salina, Kansas. 1 1 1 THIS BOND is one of an authorized series of 200 Bonds aggregating the principal amount of $1,000,000, numbered from 1 to 200, inclusive, authorized by ordinance of said City (the "Ordinance"), for the purpose of providing funds to pay the cost of purchasing machinery and equipment (hereinafter sometimes referred to as the "Facility", said Facility being further identified in the Ordinance) to be leased to General Battery Corporation, a New York corpora- tion qualified to do business in Kansas, pursuant to a Lease dated as of September 1, 1976, by and between said City and said Company, by the authority of and in conformity with the provisions, restrictions and limitations of the Constitution and statutes of the State of Kansas, including K.S.A. 12-1740 to 12-1749, and all amendments thereof and acts supplemental thereto, and all other provisions of the laws of said State applicable thereto, and this Bond and all interest hereon are to be paid by said City of Salina, Kansas, solely and only from the money and revenue received from the fees charged and rental received for the use of the Facility under said Lease and not from any other fund or source. Pursuant to the pro- visions of said statute, the governing body of the City has pledged said Facility and the net earnings therefrom to the payment of the series of Bonds of which this Bond is a part and the interest thereon. Reference is hereby made to the Ordinance and to the Lease for a description of the Facility and the covenants of the City and the Company with respect to the payment, collection, segregation and application of the money and revenue received from the fees charged and rental received for the use of said Facility, the rights, duties and obligations of the City with respect thereto and otherwise and the rights of the holders of this Bond. -10- 1 1 1 This Bond and the coupons pertaining thereto are trans - ferable by delivery, but this Bond may be registered as to principal on the registration books of the City at the office of The First National Bank and Trust Company of Salina, Salina, Kansas (here- in referred to as the "Bond Registrar") upon presentation and the notation of such registration endorsed hereon by the Bond Registrar, and this Bond may thereafter be transferred only on such books by the registered owner in person or by his duly authorized attorney, and evidence of such transfer shall be in like manner endorsed hereon. Such transfer may be to bearer, and thereby transferability by delivery shall be restored, subject, however, to successive regis- trations and transfers as before. The principal of this Bond, as registered, unless registered to bearer, shall be payable only to the registered owner or his legal representative. Interest accruing on this Bond will be paid only on presentation and surrender of the attached interest coupons as they respectively become due, and registration of this Bond as to principal as aforesaid will not affect the transferability by delivery of such coupons; provided, that if upon registration of this Bond, or at any time thereafter while this Bond is registered in the name of the owner, the unmatured coupons attached evidencing interest to be thereafter paid hereon shall be surrendered to said Bond Registrar, a statement to that effect will be endorsed hereon by the Bond Registrar and thereafter interest evidenced by such surrendered coupons will be paid to the registered owner of this Bond by mail to the address shown on the registration books. This Bond when so converted into a Bond regis- tered as to both principal and interest may be reconverted into a coupon Bond at the written request of the registered owner and upon presentation at the office of said Bond Registrar. Upon reconver- sion the coupons representing the interest to become due thereafter will again be attached to this Bond and a statement will be endorsed -11- hereon by the Bond Registrar in the registration blank on the back of this Bond stating whether it is then registered as to principal alone or payable to bearer. The Bonds of the series of Bonds of which this Bond is one are not subject to redemption prior to September 1, 1986, except that (a) in the event the interest on this Bond is includable in the gross income of the recipient thereof for Federal income tax purposes, other than by reason of Section 103(c)(7)(D) of the Internal Revenue Code of 1954 with respect to interest on this Bond for any period during which it is held by a person who is a substantial user of the Facility or a related -person, this Bond and the series of which this Bond is one then outstanding shall be subject to mandatory redemption and shall become due and payable on a redemption date established by the City, but in no event shall such redemption date be later than 120 days after the Internal Revenue Service, the Company or the Fiscal Agent shall be given written notice to the City of the failure of the Bonds to qualify for such exemption, and (b) each of the Bonds of the series of which this Bond is one is subject to redemption and payment prior to maturity on any interest payment date at the option of the City upon the following conditions or events, pro- vided all of said Bonds are redeemed and paid according to their terms: (1) if title to, or the use for a limited period of, sub- stantially all of the land upon which the Facility is located be condemned by any authority having the power of eminent domain; (2) if substantially all of the Facility is damaged or destroyed by fire or other casualty; or (3) if as a result of changes in the Constitu- tion of the State of Kansas or of legislative or administrative action by the State of Kansas or any political subdivision thereof, or by the United States, or by reason of any action instituted in any court, the Lease shall become void or unenforceable or impossi- ble of performance without unreasonable delay, or in any other way -12- by reason of such change of circumstances, unreasonable burdens or excessive liabilities are imposed on the Company or the City. The redemption price for Bonds redeemed pursuant to this paragraph shall be the principal amount of Bonds so redeemed, plus accrued interest thereon to and including the date fixed for redemption and payment, without premium. Each of the Bonds of the series of which this Bond is one maturing on September 1, 1991 and thereafter is subject to redemption and payment at the option of the City, upon instructions from the Company in whole or in part by lot, on September 1, 1986, or on any in- terest payment date thereafter at the redemption prices (expressed as percentages of principal amount) set out below, plus accrued interest thereon to date fixed for redemption and payment: Redemption Redemption Dates Price September 1, 1986 to March 1, 1988, inclusive 103% September 1, 1988 to March 1, 1990, inclusive 102% September 1, 1990 to March 1, 1992, inclusive 101% September 1, 1992 and thereafter 100% All Bonds so called for redemption will cease to bear interest on the specified redemption date provided funds or secur- ities in which such funds are invested for their redemption are on deposit with the Paying Agent prior to the redemption date and shall no longer be entitled to the benefits and protection of the covenants contained in the Ordinance authorizing this Bond and shall not be deemed to be outstanding under the provisions of said Ordi- nance. Notice of any redemption pursuant to any of the redemption provisions aforesaid, specifying the numbers of the Bonds to be re- deemed and paid, shall be given by United States registered mail to the Paying Agent named herein and to the holder of any regis- tered Bond not less than 30 days prior to the date fixed for re- demption and payment. Notice of any such redemption shall also be -13- published once not less than 30 days or more than 60 days prior to the date fixed for redemption in some financial journal pub- lished and of general circulation in New York, New York. AND IT IS HEREBY DECLARED AND CERTIFIED that all acts, conditions and things required to be done and to exist precedent to and in the issuance of this Bond have been properly done and performed and do exist in due and regular form and manner as re- quired by the Constitution and laws of the State of Kansas. IN WITNESS WHEREOF, the City of Salina, Kansas, by its governing body, has caused this Bond to be signed by the facsimile signature of its Mayor and attested by the facsimile signature of its City Clerk, and its corporate seal to be hereto affixed and the interest coupons hereto attached to be signed with the facsimile signatures of said officers, and this Bond to be dated this first day of September, 1976. ATTEST: i (facsimile) City Clerk -14- (facsimile) Mayor Coupon No. (FORM OF COUPON) All Coupons for 6 Months due March 1 and September 1 Bond Nos. 1 - 40 $150.00 41 - 100 168.75 101 - 140 187.50 141 - 200 193.75 March, On the first day of September, 19 , unless the Bond to which this coupon is attached be called for redemption and payment duly made or provided for, the City of Salina, Kansas, will pay bearer, solely from the money and reve- March, September, 19 City of Salina, Kansas nue received from the fees charged and rental )Industrial Revenue )Bond received for the use of the Facility described )(General Battery )Corporation Project) in the Bond to which this coupon is attached, )Series A and not from any other fund or source, the amount )--------------------- shown hereon, in lawful money of the United States)$ of America, at The First National Bank and Trust ) Company of Salina, Salina, Kansas, being interest ) due on its Industrial Revenue Bond (General ) Battery Corporation Project), Series A, dated ) September 1, 1976, No. ) (facsimile) ) Mayor ) ATTEST: ) } (facsimile) ) City Clerk ) ----------------------------------------------------------------------- -15- STATE OF KANSAS ) ) SS. COUNTY OF SALINE ) I. the undersigned, City Clerk of the City of Salina, Kansas, hereby certify that the within Industrial Revenue Bond (General Battery Corporation Project), Series A, of the City of Salina, Kansas, has been duly registered in my office according to law. WITNESS my hand and official seal this day of , 1976. City Clerk CERTIFICATE OF REGISTRATION It is hereby certified that, at the request of the holder of the within Bond, the undersigned as Bond Registrar has this .day registered it as to principal in the name of such holder, as indicated in the registration blank below, on the books kept by it for such purpose. The principal of this Bond shall be payable only to the registered holder hereof named in the registration blank below, or his legal representative, and this Bond shall be transferable only on the books of the City kept in the office of the undersigned, and by an appropriate notation in such registra- tion blank. If the last transfer recorded on the books of the undersigned, and in the registration blank below, shall be to bearer, the principal of this Bond shall be payable to bearer and it shall be in all respects negotiable. Registration as to inter- est shall be evidenced by a statement to that effect endorsed hereon by the Bond Registrar. -16- i Date of Name of Registered Signature of Registration Owner Bond Registrar Section 9. Execution and Delivery of the Bonds, Deposit of Bond Proceeds, Designation of Fiscal Agent. The Mayor and City Clerk are hereby authorized and directed to prepare and execute, in the manner hereinbefore specified, the Bonds herein authorized, and to deliver said Bonds to the purchasers thereof. The proceeds of said Bonds shall be deposited with The First National Bank and Trust Company of Salina, in the City of Salina, Kansas, hereby designated as the City's Fiscal Agent and herein referred to as the "Fiscal Agent", the rights and duties of said Fiscal Agent being further specified in Section 20 of this Ordinance. Section 10. Acquisition Fund. There is hereby author - ized and ordered to be established in the hands of the Fiscal Agent a separate fund or account designated as "City of Salina, Kansas, General Battery Corporation Acquisition Fund", hereinafter referred to as the "Acquisition Fund". The Fiscal Agent shall, first, promptly pay from the proceeds of the sale of said Bonds into the Principal and Interest Account for Industrial Revenue Bonds (General Battery Corporation Project), Series A, dated September 1, 1976, herein- after created, the amount of any accrued interest and premium, if any, received from such sale. The balance of the proceeds of the sale of said Bonds shall be deposited in said Acquisition Fund. Said Acquisition Fund shall be used for the purpose of providing -17- funds to pay the cost of acquiring by purchase the machinery and equipment to be leased to General Battery Corporation as provided in said Lease. Any moneys not required for said purpose shall be deposited by the Fiscal Agent in said Principal and Interest Account. Section 11. Principal and Interest Account. There is hereby authorized and ordered to be established in the hands of the Fiscal Agent a separate account to be known as the "City of Salina, Kansas, Principal and Interest Account for Industrial Revenue Bonds (General Battery Corporation Project), Series A, dated September 1, 1976", hereinafter referred to as the "Principal and Interest Account". The City covenants and agrees that from and after the delivery of any of the Revenue Bonds herein authorized and continuing so long as any of said Bonds shall remain outstanding, said City will maintain said Account with the Fiscal Agent. All payments of Basic Rent and Additional Rent due under said Lease between the City and the Company intended to pay the principal of and interest on the Bonds shall be applied and allocated by the Fiscal Agent to said Principal and Interest Account. All amounts credited to and deposited in said Principal and Interest Account shall be used by the Fiscal Agent and forwarded to the Paying Agent for the sole purpose of paying the principal of and interest on the Revenue Bonds herein authorized as and when the same become due or are called for redemption and payment. Any balance remaining in said Principal and Interest Account, including interest earned on deposits made into said Account as prepayments of rent due under Article II of said Lease, shall, when said Bonds have been paid, or payment provided for, be paid to General Battery Corporation. MUM Section 12. Covenant to Redeem Bonds. When moneys accumulated in said Principal and Interest Account shall aggregate an amount sufficient to pay the principal of all of the Bonds then outstanding, and all interest accrued to date fixed for redemption and payment, and redemption premium, if any, and when said Bonds become subject to redemption, said City shall, upon receipt of instructions from the Company, proceed to give notice of such re- demption in the manner herein specified, and said Fiscal Agent shall use such funds for said purpose. Section 13. Investments. Moneys in the Acquisition Fund shall, upon instructions from the Company, be invested by the Fiscal Agent in direct obligations of the United States Goverment, or agencies thereof, or, if permitted by law, obliga- tions of the Fiscal Agent, becoming due within twelve months from the date of purchase. Moneys allocated and credited to and de- posited in the Principal and Interest Account in any amount in excess of the amount necessary to pay the amount of principal and interest next becoming due shall be invested by the Fiscal Agent, upon instructions from the Company, in direct obligations of the United States Government, or agencies thereof, becoming due not later than August 31, 1996, or in such other securities which may be authorized from time to time by the laws of the State of Kansas for investment of bond proceeds, including obligations of the Fiscal Agent. No investment shall be made pursuant to this Section for a period longer than the time the Fiscal Agent shall determine that said funds are not required for the purpose for which they are intended. All interest on investments held in the Acquisition Fund shall be de- posited in the Principal and Interest Account. Interest on invest- ments in any other fund or account shall accrue to and become a part of such fund or account so invested. -19- Section 14. Particular Covenants of the City. So long as any of the principal of and interest on the Bonds herein author- ized remain outstanding and unpaid, or until provisions are made for the payment thereof, the City covenants with each of the holders and owners of said Bonds as follows: (A) The City will use the proceeds of the series of Bonds herein authorized as soon as practicable and with all reasonable dispatch for the purpose for which said Bonds are issued as hereinbefore set forth. (B) The City will comply fully with all the terms, provisions and conditions of the Lease which require performance by, or impose duties on, the City and that it will not permit any default to occur on the part of the City; that it will fully and promptly enforce all of the terms, pro- visions and conditions of the Lease which require performance by, or impose duties on, the Company and in the event of the occurrence of a default, as defined in the Lease, will exercise all rights and remedies conferred by the Lease for the full and complete protection of the security and rights of the bondholders and, to the extent permitted by the Lease, will use its best efforts to procure a new tenant or tenants for the leased property under lease provisions which will provide funds sufficient in amount to make the rental payments and other charges which the Company is required to make under the Lease. If the City is unable to -20- procure a new tenant who will enter into such a lease the City may, with the consent of the holders of not less than sixty-six and two- thirds percent (66 2/3%) of the Bonds herein authorized at the time outstanding, sell the Facility leased at a price not less than the amount of the then outstanding Bonds plus in- terest then unpaid. (C) The City will enforce collection of the rental payment and other charges in the amounts and at the time set forth in the Lease authorized hereby and will not reduce or cause or permit to be reduced the rental payments and other charges fixed, established and required by the Lease nor change or alter the time or times when the same are due and payable under the Lease. The City's obligation to pay the expenses of such enforce- ment shall be limited to funds made available to .it for that purpose by the holders of the Bonds or other interested parties. (D) Until payment of all the Bonds and inter- est thereon has been duly made or provided for, the City will not consent to any change, amendment,. modification or termination of said Lease, except as provided therein, which will in any manner affect adversely the rights, remedies or interest of the bondholder, nor will it consent to any merger, con- solidation, dissolution or liquidation by the Company, except to the extent provided in the Lease. -21- F� II C (E) Any purchase price of the lease property, any proceeds of condemnation awards or insurance proceeds, any of which are received by the City pursuant to the termination of the Lease, or any other funds intended for the purpose of paying the Bonds will be used solely and exclusively to pay the Bonds herein authorized and the interest thereon according to their terms or to redeem and pay any of the Bonds then outstanding and unpaid then subject to redemption and payment. Upon re- ceipt of any such funds, and as soon as the Bonds are subject to redemption and payment, the City shall proceed promptly to call the Bonds for re- demption and payment according to their terms and shall give notice, or cause notice to be given thereof, as provided for by the terms of this Ordinance. Such funds shall be deposited with the Fiscal Agent, and the same shall be used solely for the payment of the Bonds herein authorized, accrued interest thereon, any premium provided for by this Ordinance and the charges of the Paying Agent and the Fiscal Agent for paying the same. (F) The City will not issue any other obliga- tions payable from payments by the Company, pursuant to the Lease, nor voluntarily create or cause to be created any debt, lien, pledge, assignment, encum- brance, or any other charge on said payments or on the property subject to said Lease nor will it, unless required by law or by the terms of said Lease, -22- sell or otherwise dispose of the Facility or any part thereof, provided, however, that said City may issue from time to time additional industrial revenue bonds for the purpose of completing the acquisition of the Facility, extend- ing or improving the Facility or constructing and equipping additional improvements on the Land, pro- vided the following terms and conditions are met: (i) The City shall have entered into a lease or agreement with the Company with rentals or payments at least sufficient to pay the principal of and interest on said additional bonds as the same become due. (ii) The Company is not in default in the payment of rent due under the Lease. In the event of the issuance of any such additional bonds the City may pledge the Facility and the net earnings therefrom to the payment of such additional bonds and the interest thereon, provided the City also pledges the additional construction, fix- tures and equipment and the net earnings therefrom, constructed or purchased out of the proceeds of such additional bonds, to the payment of the Bonds herein authorized and the interest thereon. (G) The City will cause the Company to keep constantly insured all machinery and equipment from time to time constituting a part of the property leased to the Company in the manner provided for by the Lease herein authorized. The City's share of the proceeds of any such insurance -23- 1 1 i policies shall be payable to and deposited with the Fiscal Agent as Insurance Trustee. Any of the proceeds of such policies shall be used and applied in the manner set forth in said Lease. (H) The City will cause the Fiscal -Agent to maintain adequate records and accounts relating to the Facility, separate and apart from all other records or accounts of the City or the Fiscal Agent, and.such records and accounts shall be maintained in accordance with generally accepted principles of accounting and shall include complete details of all financial transactions related to the Bonds authorized herein and the leased facili- ties. Such records and accounts shall be specifi- cally designed and maintained to show whether or not the provisions of this Ordinance and the Lease referred to herein are being complied with. Such books and records shall be available for inspection by the agents of the Company or any of the holders of the Bonds authorized herein during the regular business hours of the City or the Fiscal Agent. Section 15. Amendments. The provisions of the Bonds author- ized by this Ordinance and the provisions of this Ordinance may be modi- fied or amended at any time by the City with the written consent of the holders of not less than sixty-six and two-thirds percent (66 2/3%) in aggregate principal amount of the Bonds herein authorized at the time -24- outstanding, provided that no such modification or amendment shall permit or be construed as permitting: (a) the modification of any duties or responsibilities of the Fiscal Agent unless it con- sents thereto, (b) the extension of the maturity of the principal of any of the Bonds issued hereunder, or the extension of the maturity of the interest on any Bonds issued hereunder, (c) a reduction in the principal amount of any Bonds or the rate of interest thereon, or (d) a reduction in the aggregate principal amount of Bonds, the consent of the holder of which is required for any such amendment or modification. Any provision of the Bonds or of this Ordinance may, however, be modified or amended in any respect with the written consent of the holders of all of the Bonds then outstanding. Amendments to this Ordinance which cor- rect omissions or ambiguities or which add to the security of the bondholders may be made by the City when agreed to by the Company. Every amendment or modification of a provision of the Bonds or of this Ordinance to which the written consent of the bondholders is given as above provided shall be expressed in an ordinance of the City amending or supplementing the provisions of this Ordinance and shall be deemed to be a part of this Ordinance. It shall not be necessary to note on any of the outstanding Bonds any reference to such amend- ment or modification, if any. Upon payment of the reasonable cost of preparing the same, a certified copy of every such amendatory or supplementary ordinance, if any, and a certified copy of this Ordi- nance will be sent by the City Clerk to any such bondholder or prospective bondholder requesting the same, except that a certified copy of every such amendatory or supplemental Ordinance, if any, and a certified copy of this Ordinance will be furnished to any of the original purchasers of the Bonds without cost. -25- The Lease herein authorized may be amended by the City and the Company as provided therein, except as to rent or certain other matters which may be made only with the consent of a specified .percentage of the holders of the then outstanding Bonds. Section 16. Enforcement. The provisions of this Ordinance shall constitute a contract between the City and the holders of the Bonds herein authorized, and the holder of any one or more of said Bonds may sue to recover interest or princi- pal which has not been paid according to the terms of said Bond. The holders of twenty-five percent (25%) of the principal amount of Bonds then outstanding may sue in any action, in mandamus, in- junction or other proceedings, either at law or in equity, to en- force or compel performance of all duties and obligations required by this Ordinance to be done or performed by said City or by said Company. Nothing contained in this Ordinance shall, however, be construed to impose on said City any duty or obligation to levy any taxes either to meet any obligation contained herein or to pay the principal of or interest on the Bonds of the City herein authorized. Section 17. Declaration of Maturity of Bonds in the Event of Default. In the event the principal of or interest on the Bonds herein authorized is not paid according to the terms thereof either on maturity or upon call for redemption, then the holders of twenty-five percent (25p) of the principal amount of Bonds then outstanding may by written notice given to the Mayor or City Clerk, declare the principal of all the Bonds herein authorized then outstanding to be due and payable immediately, and upon such declaration given as aforesaid, all of said Bonds -26- 1 i shall be immediately due and payable, anything in said Bonds or in the Ordinance contained to the contrary notwithstanding. This provision, however, is subject to the condition that if at any time thereafter, all arrears of interest, except interest accrued but not yet due, and all arrears of principal shall have been paid in full, then in every such case, the holders of a majority in principal amount of the Bonds then outstanding by written notice to the Mayor or City Clerk, may rescind and annul such declaration and its consequences, but no such rescission or annulment shall ex- tend to or affect any subsequent default or impair any rights conse- quent thereon. Section 18. Defeasance. When all of the Bonds of the City herein authorized and all coupons representing interest thereon shall have been paid and discharged, then the requirements contained herein and the pledge of revenues made hereunder and all other rights granted hereby, shall cease and determine. Bonds and coupons shall be deemed to have been paid and discharged within the meaning of this Ordinance and within -the meaning of the Lease authorized by this Ordinance when there shall have been deposited with the Fiscal Agent at or prior to the maturity or redemption date of said Bonds and coupons, in trust for and irrevocably appro- priated thereto, sufficient moneys for the payment of the principal thereof and interest accrued to the date of maturity or redemption, as the case may be, or if default in such payment shall have occurred on such date, then to the date of the tender of such payments; provided, always, that if any such Bonds shall be redeemed prior to the maturity thereof, the City shall have elected to redeem such Bonds and notice.of such redemption shall have been given. Any -27- moneys which at any time shall be deposited with the said Fiscal Agent by or on behalf of the City, for the purpose of paying and discharging any of the Bonds or coupons, shall be, and are hereby, assigned, transferred and set over to such Fiscal Agent in trust for the respective holders of the Bonds and coupons, and such moneys shall be and are hereby irrevocably appropriated to the payment and discharge thereof. If, through lapse of time or otherwise, the holders of said Bonds or coupons shall no longer be entitled to enforce payment of their obligations, then, in such event, it shall be the duty of said bank forthwith to return said funds to the City. All moneys deposited with such Fiscal Agent shall be deemed to be deposited in accordance with and subject to all of the provisions contained in this Ordinance. Section 19. List of Bondholders. To the extent that such information shall be made known to the City under the terms of this Section 19, it will keep on file at the principal office of the Fiscal Agent a list of names and addresses of the last known holders of all Bonds payable to bearer and believed to be held by each of such last known holders. Any bondholder may request that his name and address be placed on said list by filing a written request with the City or with the Fiscal Agent, which request shall include a statement of the principal amount of Bonds held by such holder and the numbers of such Bonds. The Fiscal Agent shall be under no responsibility with regard to the accuracy of said list. At reasonable times and under reasonable regulations, established by the Fiscal Agent, said list may be inspected and copied by the Company or by the holders and/or owners (or a designated representa- tive thereof) of twenty-five percent (251) or more in principal amount of Bonds then outstanding, such ownership and the authority of any such designated representative to be evidenced to the satis- faction of the Fiscal Agent. -28- Ij Section 20. provisions Relating to the Fiscal Agent. (A) Prior to the receipt of the Bond proceeds pursuant to the provisions of Section 8 hereof, the Fiscal Agent shall file with the City Clerk its written acceptance of the duties specified in this Ordinance and in the Lease and its agreement to act in said capacity. (B) The Fiscal Agent's duties and responsi- bilities shall be limited to those expressly set forth in this Ordinance and under the Lease. (C) All resolutions, opinions, certificates and other instruments referred to or provided for herein or in the Lease may be accepted by the Fiscal Agent as conclusive evidence of the facts, opinions and conclusions stated therein and shall be full warrant, protection and authority to the Fiscal Agent for any action reasonably taken pur- suant thereto. The Fiscal Agent shall be under a duty to examine any such resolutions, opinions, certificates and other instruments to determine whether or not they conform to the requirements of this Ordinance and the Lease. (D) The Fiscal Agent shall not be liable with respect to any action taken or omitted to be taken by it in good faith and, if appropriate, upon advice of counsel who may be counsel for the Fiscal Agent or the City or the Company. (E) No provision contained in this Section shall be construed to relieve the Fiscal Agent from liability for its own negligent action, its own negligent failure to act, or its own willful -29- misconduct, except that this subsection shall not be construed to limit the effect of subsections (B), (C) and (D) of this Section and the Fiscal Agent shall not be liable for any error of judgment made in good faith unless it shall be proved that the Fiscal Agent was negligent in ascertaining the pertinent facts. (F') The Fiscal Agent shall have the right to buy, sell, own, deal or trade in the Bonds or the coupons relating thereto without giving notice thereof to the City or the Company or any bondholder and without incurring any liability whatsoever with respect thereto. (G) The Fiscal Agent may resign by an instru- ment in writing delivered to the City and the Company to take effect not sooner than 90 days after its delivery, whereupon the City, with the consent of the Company, shall immediately, in writing, designate a successor fiscal agent. Such successor fiscal agent shall be a bank, trust company or national banking association which is a member of the Federal Reserve System and has a capital stock and surplus aggregat- ing at least that of the Fiscal Agent at the time of its designation hereunder. Such successor fiscal agent shall be subject to the same duties and obliga- tions and shall have the same rights, privileges and immunities specified in this Ordinance and in the Lease for the Fiscal Agent. Any such successor fiscal agent shall file an acceptance in the form referred -30- to in subparagraph (A) hereof with the City Clerk within 10 days of its appointment. (H) The Fiscal Agent shall be entitled to pay- ment or reimbursement for reasonable fees for its ordinary services and all advances, counsel fees and other ordinary expenses reasonably and necessarily made or incurred by it in connection with its ordi- nary services, all such fees and expenses to be paid by the Company as Additional Rent as specified in Article II of the Lease. Section 21. Authorization of Lease. The fixtures, machinery and equipment described in Schedule 1 attached shall be leased to General Battery Corporation under and pursuant to a Lease dated as of September 1, 1976, substantially in the form attached to this Ordinance and marked Exhibit A, which Lease the Mayor and City Clerk are hereby authorized and directed to execute for and on behalf of and as the act and deed of the City. Section 22. Acceptance of Guaranty Agreement. The Mayor and the City Clerk are hereby authorized and directed to execute for and on behalf of, and as the act and deed of the City, the Acceptance of the Guaranty Agreement of the Company dated as of September 1, 1976, substantially in the form of the Guaranty Agreement attached to this Ordinance and marked Exhibit B. Section 23. Severability. If any one or more of the covenants, agreements or provisions of this Ordinance, or of the Lease, should be held contrary to any express provision of law or contrary to the policy of express law, though not expressly pro- hibited, or against public policy, or should for any reason what- soever be held invalid, then such covenants, agreements or provi- sions shall be null and void and shall be deemed separate from the remaining covenants, agreements or provisions, and shall in no way affect the validity of the other provisions of this Ordi- nance or of the Bonds issued hereunder, or of the Lease. -31- Section 23. Conveyance of Facility. Upon receipt by the City of the purchase price of the property subject to said Lease, title to said property shall be transferred and conveyed to the Company as provided in the Lease and the Mayor and other appropriate officers of said City are hereby authorized and directed to execute such deeds, bills of sale and other instru- ments as may be necessary to effect such conveyance and transfer. Section 24. Effective Date. This Ordinance shall take effect and be in force from and after its passage and publication in the official City paper. PASSED AND APPROVED by the governing body of the City of Salina, Kansas, this _tQ day of September, 1976. ATTEST: City Clerk -32-