8513 IRB General Battery1
1
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ORDINANCE NO.
OF THE CITY OF
SALINA, KANSAS
AUTHORIZING THE ISSUANCE OF
$7,000,000
PRINCIPAL AMOUNT OF
INDUSTRIAL REVENUE BONDS
(GENERAL BATTERY CORPORATION PROJECT), SERIES B
0
August 31, 1976 - 5
1
1
Recitals
Section 1.
Section 2.
Section 3.
Section 4.
Section 5.
Section 6.
Section 7.
Section 8.
Section 9.
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
Section
'^oction
Section
Section
Section
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
24.
25.
Schedule 1
ORDINANCE NO. OF THE CITY OF
SALINA, KANSAS
INDEX
-------------------------------------------
Authority to Acquire Real Property and to
Construct and Purchase the Facility ---------
Authorization of and Security for the Bonds -
Description and Details of the Bonds, Desig-
nation of Paying Agent and Bond Registrar ---
Redemption or Prepayment of Bonds Prior to
Maturity------------------------------------
Notice of Redemption and Payment ------------
Registration Provisions, Restrictions on
Transfer, Persons Treated as Owners ---------
Method of Execution of Bonds ----------------
Form of Bond --------------------------------
Execution and Delivery of the Bonds, Deposit
of Bond Proceeds, Designation of Fiscal
Agent---------------------------------------
Acquisition Fund ----------------------------
Principal and Interest Account --------------
Covenant to Redeem Bonds--------------------
Investments---------------------------------
Particular Covenants of the City------------
Amendments----------------------------------
Enforcement---------------------------------
Declaration of Maturity of Bonds in the
Event of Default----------------------------
Defeasance----------------------------------
List of Bondholders -------------------------
Provisions Relating to the Fiscal Agent -----
Authorization of Lease ----------------------
Acceptance of the Guaranty Agreement--------
Severability--------------------------------
Conveyance of Facility -----------------------
Effective Date ------------------------------
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ORDINANCE NO. gam/
AN ORDINANCE AUTHORIZING THE CITY OF SALINA, KANSAS, TO ACQUIRE
THE REAL PROPERTY HEREINAFTER DESCRIBED AND TO CONSTRUCT AND
PURCHASE BUILDINGS, IMPROVEMENTS, FIXTURES, MACHINERY AND EQUIP-
MENT TO BE LEASED TO GENERAL BATTERY CORPORATION, AUTHORIZING
AND DIRECTING THE ISSUANCE OF $7,000,000 PRINCIPAL AMOUNT OF
INDUSTRIAL REVENUE BONDS (GENERAL BATTERY CORPORATION PROJECT),
SERIES B, OF SAID CITY FOR THE PURPOSE OF PROVIDING FUNDS TO
PAY THE COST OF ACQUIRING REAL PROPERTY AND TO CONSTRUCT AND
PURCHASE BUILDINGS, IMPROVEMENTS, FIXTURES, MACHINERY AND EQUIP-
MENT TO BE LEASED TO GENERAL BATTERY CORPORATION, PRESCRIBING
THE FORM AND AUTHORIZING THE EXECUTION OF A LEASE BY AND BETWEEN
SAID CITY AND SAID COMPANY.
WHEREAS, the City of Salina, Kansas, hereinafter some-
times 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 authorized and issued, for the purpose of providing funds to
pay the cost of acquiring real property and to construct and pur-
chase buildings, improvements, fixtures, machinery and equipment
to be leased to General Battery Corporation, a New York corpora-
tion, 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 Real Property and to
Construct and Purchase the Facility. The City of Salina, Kansas,
is hereby authorized to acquire the real property described and
set forth in Schedule 1 attached hereto and made a part hereof
and to purchase buildings, improvements, fixtures, machinery
and equipment described in said Schedule 1, said real property,
buildings, improvements, fixtures, machinery and equipment
being sometimes hereinafter described as the "Facility", in
accordance with the provisions of the Lease dated as of September 1
1976, between said City and said General Battery Corporation,
hereinafter sometimes referred to as the "Lease", said Lease being
authorized by the provisions of this Ordinance (said real property
being referred to in the Lease as the "Land" and said Land, build-
ings, improvements, fixtures, machinery and equipment also being
referred to in the Lease as the "Facility") all at an amount which
will not exceed the cost of $7,000,000 to said City.
Section 2. Authorization of and Security for the Bonds.
For the purpose of providing funds to pay the cost of acquiring
the real property described in said Schedule 1 and to construct
and purchase buildings, improvements, fixtures, machinery and
equipment to be leased to General Battery Corporation, a New York
corporation, there shall be issued and hereby are authorized and
directed to be issued a series of Industrial Revenue Bonds (General
Battery Corporation Project), Series B, of the City of Salina,
Kansas, in the principal amount of $7,000,000. Said Bonds herein
authorized, hereinafter sometimes referred to as the "Bonds", and
all interest thereon shall be paid solely from the money and reve-
nue received from the fees charged and rental received for the use
of the Facility and not from any other fund or source of the City.
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,
Designation of Paying Agent and Bond Registrar. Said Industrial
Revenue Bonds (General Battery Corporation Project), Series B, of
the City of Salina, Kansas, shall be dated September 1, 1976,
and shall be issued as Bond No. 1 in the principal amount of
$6,300,000, bearing interest on the balance of such principal
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amount from time to time remaining unpaid at the rate of eight and
one-half percent (8 1/2%) per annum and Bond No. 2 in the principal
amount of $700,000 bearing interest on the balance of such principal
amount from time to time remaining unpaid at the rate of nine and
three-quarters percent (9 3/4%) per annum and such other Bonds as
may be issued as a result of the transfer or exchange of Bond No. 1,
Bond No. 2 or such other Bonds as provided in Section 6 hereof. The
Bonds shall bear interest from their effective date of registration,
which date shall be set forth on the reverse face of each such Bond,
such date of registration to be as of the interest payment date next
preceding the date of its authentication, unless authentication shall
be upon an interest payment date, in which case the effective date of
registration shall be as of the date of its authentication, or unless
authentication shall precede the first interest payment date for such
Bonds, in which case the effective date of registration shall be
September 1, 1976. Interest shall be payable
semiannually, beginning
March 1, 1977. Bond No. 1
shall mature in semiannual installments
of principal as follows:
Amount of
Principal Installment Due on
Year
March 1
September 1
1977
$57,054.00
$59,478.79
1978
62,006.64
64,641.93
1979
67,389.21
70,253.25
1980
73,239.01
76,351.67
1981
79,596.62
82,979.47
1982
86,506.10
90,182.61
1983
94,015.37
98,011.02
1984
102,176.49
106,518.99
1985
111,046.05
115,765.51
1986
120,685.54
125,814.68
1987
131,161.80
136,736.18
1983
142,547.46
148,605.73
1989
154,921.48
161,505.64
1990
168,369.63
175,525.34
1991
182,985.16
190,762.13
1992
96,956.42
101,077.07
1993
105,372.85
109,851.19
1994
114,519.87
119,386.96
1995
124,460.91
129,750.50
1996
135,264.89
141,013.65
1997
147,006.73
153,254.52
1998
159,767.84
166,557.97
1999
173,636.68
181,016.24
2000
188,709.43
196,729.58
2001
205,090.59
213,742.61
=15
Bond No. 2 shall mature in semiannual installments of principal as
follows:
Said Bonds shall be fully registered Bonds without coupons
as hereinafter provided.
Said Bonds and the interest and premium, if any, thereon 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 designated as the City's paying agent for the payment of the prin-
cipal 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. In lieu of
any such payment at the offices of the Paying Agent as set forth above,
such payment may be made by check or draft mailed by first class mail, or
by transfer of monies by wire, to any bondholder or to any bank for the
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Amount
of
Principal Installment Due on
Year
March 1
ep e er
1977
$ 5,459.00
$ 5,725.12
1978
6,004.23
6,296.93
1979
6,603.91
6,925.84
1980
7,263.48
7,617.57
1981
7,988.93
8,378.39
1982
8,786.84
9,215.20
1983
9,664.44
10,135.58
1984
10,629.69
11,147.89
1985
11,691.35
12,261.30
1986
12,859.04
13,485.92
1987
14,143.36
14,832.85
1988
15,555.95
16,314.30
1989
17,109.62
17,943.72
1990
18,818.47
19,735.88
1991
20,697.99
21,656.30
1992
10,577.77
11,093.43
1993
11,634.24
12,201.41
1994
12,796.23
13,420.04
1995
14,074.27
14,760.39
1996
15,479.96
16,234.61
1997
17,026.05
17,856.07
1998
18,726.55
19,639.47
1999
20,596.89
21,600.99
2000
22,654.04
23,758.42
2001
24,916.65
26,003.43
Said Bonds shall be fully registered Bonds without coupons
as hereinafter provided.
Said Bonds and the interest and premium, if any, thereon 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 designated as the City's paying agent for the payment of the prin-
cipal 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. In lieu of
any such payment at the offices of the Paying Agent as set forth above,
such payment may be made by check or draft mailed by first class mail, or
by transfer of monies by wire, to any bondholder or to any bank for the
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account of such bondholder in accordance with written payment instructions
filed with the Paying Agent by such bondholder.
Section 4. Redemption or Prepayment of Bonds Prior to
Maturity. Said Bonds shall not be subject to redemption or prepay-
ment, in whole or in part, except as provided in this Section 4.
Said Bonds shall be subject to redemption or prepayment, in whole
or in part, prior to the stated maturity of principal installments
thereof, after the notice specified in Section 5 of this Ordinance,
as follows:
A. 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 follow-
ing 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 Facility sub-
ject to said Lease be condemned by any authority
having the power of eminent domain; (2) if sub-
stantially 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 administra-
tive 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 herein authorized shall become void or un-
enforceable, or impossible of performance without
unreasonable 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, or (4) if at any time on
or after September 1, 1986, the continued use of
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the Facility by the Company is uneconomic in the
reasonable judgment of the Company's Board of
Directors and the Company discontinues its use
of the Facility. The redemption price for Bonds
redeemed pursuant to this paragraph shall be the
principal amount of Bonds so redeemed, plus ac-
crued interest thereon to date fixed for redemp-
tion and payment, without premium.
B. Each of the principal installments on
said Bonds shall be subject to prepayment in in-
verse chronological order at the option of the
City, upon instructions from the Company, in
whole or in part, on any principal payment date
at the prepayment prices (expressed as percent-
ages of the principal amount being prepaid) set
out below plus accrued interest thereon to the
prepayment date:
Prepayment
Dates (Inclusive)
March 1, 1977 to September 1, 1977
March 1, 1978 to September 1, 1978
March 1, 1979 to September 1, 1979
March 1, 1980 to September 1, 1980
March 1, 1981 to September 1, 1981
March 1, 1982 to Septmeber 1, 1982
March 1, 1983 to September 1, 1983
March 1, 1984 to September 1, 1984
March 1, 1985 to September 1, 1985
March 1, 1986 to September 1, 1986
March 1, 1987 to September 1, 1987
March 1, 1988 to September 1, 1988
March 1, 1989 to September 1, 1989
March 1, 1990 to September 1, 1990
March 1, 1991 to September 1, 1991
March 1, 1992 to September 1, 1992
March 1, 1993 to September 1, 1993
March 1, 1994 to September 1, 1994
March 1, 1995 to September 1, 1995
March 1, 1996 to September 1, 1996
March 1, 1997 to September 1, 1997
March 1, 1998 to September 1, 1998
March 1, 1999 to September 1, 1999
March 1, 2000 and thereafter
Prepayment
Price
Bond No. 1* Bond No. 2**
108.50%
109.75%
108.13%
109.33%
107.76%
108.91%
107.39%
108.49%
107.02%
108.07%
106.65%
107.65%
106.28%
107.23%
105.91%
106.81%
105.54%
106.39%
105.17%
105.97%
104.80%
105.55%
104.43%
105.13%
104.06%
104.71%
103.69%
104.29%
103.32%
103.87%
102.95%
103.45%
102.58%
103.03%
102.21%
102.61%
101.84%
102.19%
101.47%
101.77%
101.10%
101.35%
100.73%
100.93%
100.36%
100.51%
100.00%
100.00%
* and any Bond issued as the result of the transfer or exchange of
Bond No. 1 or any such Bond
**and any Bond issued as the result of the transfer of Bond No. 2
or any such Bond
provided, however, that the principal installments (or portions
thereof) of the Bonds to be prepaid pursuant to the provisions
provided in this paragraph B shall be prepaid pro rata, as nearly
and as equitably as practicable, to the holders of the outstanding
Bonds, such that the principal amount of Bonds to be prepaid to
each holder of a registered Bond shall have, as nearly and as
equitably as practicable, the same proportionate relationship to
the principal amount of Bonds being prepaid as the outstanding
principal amount of Bonds held by such holder bears to the total
principal amount of the Bonds at the time outstanding, and provided
further that no such optional redemption shall be made from proceeds
of, or otherwise in anticipation of, either (i) borrowings having
average interest rate lower than the average interest rate on the
principal being prepaid or (ii) borrowings having a shorter weighted
average life than the then weighted average life of the principal
being prepaid. For the purposes of this paragraph (B) "average
interest rate" shall be computed by dividing the total interest
cost of the borrowings or principal being prepaid, as the case may
be, by the amount of such borrowings or principal and "weighted
average life" shall be computed by subtracting the amount of such
borrowings or such principal, as the case may be, from the total
debt service to be paid respecting such borrowings or such prin-
cipal and then dividing the resulting amount by an amount equal to
one year's interest on such borrowings or such principal.
Prior to the date fixed for redemption or prepayment,
funds or securities in which such funds are invested shall be placed
with the Fiscal Agent to pay the Bonds called for redemption, or
the principal installments to be prepaid, and accrued interest
thereon to the redemption or prepayment date and the premium, if
any. Upon the happening of the above conditions, the Bonds thus
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called for redemption or the principal installments to be prepaid
shall cease to bear interest from and after the redemption or pre-
payment date, shall no longer be entitled to the benefits and pro-
tection of the covenants herein contained and shall not be deemed
to be outstanding hereunder.
Section 5. Notice of Redemption or Prepayment. Notice
of any redemption or prepayment provided for by this Ordinance
shall be given in the name of the City by the City, the Company or
the Fiscal Agent by United States registered mail to the owner of
each Bond which is to be redeemed or on which a prepayment of prin-
cipal is to be made at the address shown on the books maintained by
the Bond Registrar and to Goldman, Sachs & Co., New York, New York,
such notice to be mailed at least 30 days prior to the date fixed
for redemption or prepayment and, in the case of redemption, to
specify the numbers of the Bonds to be redeemed or, in the case of
prepayment, the numbers of the Bonds on which a prepayment of prin-
cipal is to be made, the total amount of such prepayment with respect
to each Bond, the principal installments which are to be prepaid,
and, if less than all of any principal installment is to be prepaid,
the amount of such principal installment to be prepaid; provided
that the failure to give any notice by mail as herein specified
shall not affect the validity of any such call for redemption or
any such notice of prepayment. Interest shall cease on any of
said Bonds so called for redemption and any of said principal
to be prepaid as of the redemption or prepayment date, provided
funds are available to pay the same according to their terms.
Notice of any redemption or prepayment as herein provided shall
be given upon, but only upon, written instructions from the
Company, as long as the Company is not in default in the payment
of Basic Rent due under the Lease.
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Section 6. Registration Provisions, Restrictions on
Transfer, Persons Treated as Owners. The City covenants that it
will, as long as any of the Bonds herein authorized remain outstand-
ing, keep at The First National Bank and Trust Company of Salina,
Salina, Kansas, hereby designated as Bond Registrar, books for
the registration of Bonds as herein provided. The Bonds shall
be made payable to the registered owner as shown on the regis-
tration books and may not be registered to bearer. Each Bond shall
be transferable only upon the books maintained by the Bond Registrar
by the registered owner thereof in person or by his attorney duly
authorized in writing, upon surrender thereof together with a
written instrument satisfactory to the Bond Registrar duly executed
by the registered owner or his duly authorized attorney and, with
respect to Bond No. 2 and any Bond issued as a result of the trans-
fer of Bond No. 2 or any such Bond, upon satisfaction of the condi-
tions set forth in the next paragraph; provided, however, that no
transfer may be effected if such transfer would result in a viola-
tion of the Lender's Agreement (Form FmHA 449-35) respecting such
Bonds between the United States of America acting through the Farmers
Home Administration of the Department of Agriculture and The First
National Bank and Trust Company of Salina, Salina, Kansas. Upon
satisfaction of such conditions, the transfer of any such registered
Bond and the payment of any fee, tax or governmental charge the Bond
Registrar shall issue in the name of the transferee a new registered
Bond in a principal amount equal to the unpaid principal amount of the
Bond being transferred, bearing the same interest rate as the Bond
being transferred and maturing in installments such that the principal
amount payable on such new Bond on each principal payment date is
equal to the unpaid principal amount payable on such principal pay-
ment date on the Bond being transferred.
MN
Bond No. 2 and any Bond issued as a result of the transfer
of Bond No. 2 or any such Bond shall be transferable only if, in the
opinion of counsel satisfactory to the Bond Registrar and the Company,
such transfer will not result in a violation of the Securities Act of
1933, as amended from time to time, or other applicable securities laws.
Bond No. 1, and any Bonds issued as a result of the exchange
or transfer of Bond No. 1 or any such Bonds, upon surrender thereof to
the Bond Registrar with a written instrument of transfer satisfactory
to the Bond Registrar, duly executed by the registered owner or his
duly authorized attorney, may, at the option of the registered owner
thereof, and upon payment by such registered owner to the Bond Regis-
trar of any fee, tax or governmental charge required to be paid, be
exchanged for an aggregate principal amount of Bonds equal to the
aggregate unpaid principal amount of the Bond or Bonds being exchanged,
and in any denomination or denominations and bearing the same interest
rate and maturing in installments such that the aggregate principal
amount payable on such Bonds on each principal payment date is equal
to the aggregate unpaid principal amount payable on such principal
payment date on the Bond or Bonds being exchanged; provided, however,
that no such exchange may be effected if such exchange would result
in a violation of that certain Lender's Agreement (Form FmHA 449-35)
respecting such Bonds between the United States of America acting
through the Farmer's Home Administration of the Department of Agricul-
ture and The First National Bank and Trust Company of Salina, Salina,
Kansas.
The City, the Bond Registrar, the Paying Agent and the
Company may deem and treat the person in whose name any Bond shall
be registered as the absolute owner of such Bond, whether such Bond
shall be overdue or not, for the purpose of receiving payment of, or
on account of, any principal, prepayment price and redemption price,
if any, of and interest on such Bond and for all other purposes, and
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1
all such payments so made to any such registered owner or upon his
order shall be valid and effectual to satisfy and discharge the
liability upon such Bond to the extent of the sum or sums so paid,
and neither the City, nor the Bond Registrar nor the Paying Agent
nor the Company shall be affected by any notice to the contrary,
but such registration may be changed as herein provided.
In all cases in which the privilege of transferring
Bonds is exercised, the Bond Registrar shall endorse and deliver
Bonds in accordance with the provisions of this Ordinance. All
Bonds shall be held by the Bond Registrar pending any further
transfer. For every such transfer of Bonds, the Bond Registrar
may make a charge to the bondholder sufficient to reimburse it
for any tax or other governmental charge required to be paid with
respect to such transfer. The fees and charges of the Bond Regis-
trar for making any transfer provided for by this Ordinance sub-
sequent to the initial issuance of the Bonds and the expense of
any Bond printing necessary to effect the first or any subsequent
transfer of any Bond shall be paid by the bondholder. Neither the
City nor the Bond Registrar shall be required (a) to register or
transfer Bonds for a period of 10 days next preceding an interest
payment date on the Bonds or the next preceding any selection of
Bonds which are to be redeemed or on which a prepayment of principal
is to be made, or thereafter until after the first mailing of any
notice of redemption or prepayment; or (b) to register or transfer
any Bonds which are called for redemption or on which a prepayment
of principal is to be made.
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
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1
Ii
affixed. Said Bonds and each of them shall be registered in the
office of the City Clerk which registration shall be evidenced by
a certificate on the reverse face thereof bearing the manual sig-
nature of the City Clerk. In the event either said Mayor or City
Clerk or both of said officers shall cease to hold such office
before the Bonds bearing their signatures shall have been issued
and delivered, said Bonds may be issued as though said officers
had not ceased to hold office and such signatures appearing on
said Bonds and registration certificates shall be valid and suffi-
cient for all purposes as if they had remained in office until
such issuance.
Section 8. Form of Bond. Each of said Bonds and the
certificate attached thereto shall be in substantially the follow-
ing form:
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No.
UNITED STATES OF AMERICA
STATE OF KANSAS
COUNTY OF SALINE
CITY OF SALINA
INDUSTRIAL REVENUE BOND
GENERAL BATTERY CORPORATION PROJECT
SERIES B
(Under existing statutes and rulings of the
Internal Revenue Service, the interest on this
Bond is subject to Federal income taxation.)
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 referred to, to
the principal of
, the registered holder hereof, or registered assigns,
DOLLARS
in lawful money of the United States of America, on the dates and in-
stallments as follows:
Amount of
Principal Installment Due on
Year March 1 September 1
1977
1978
1979
1980
1981
1982
1983
1984
1985
1986
1987
1988
1989
1990
1991
1992
1993
1994
1995
1996
1997
1998
1999
2000
2001
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except as the provisions hereinafter set forth with respect to re-
demption or prepayment prior to maturity may become applicable
hereto, and to pay to the registered holder hereof interest from
the effective date of registration of this Bond (which date is set
forth on the reverse face of this Bond) on the balance of such
principal sum from time to time remaining unpaid at the rate of
per cent ( %) per annum, payable semi-
annually on March 1 and September 1 in each year beginning March
1, 1977, until the said principal sum shall have been paid in full.
The principal installments and interest due are payable by check or
draft in lawful money of the United States of America at The First
National Bank and Trust Company of Salina, (the "Paying Agent"),
in the City of Salina, Kansas. In lieu of any such payment at the
offices of the Paying Agent, such payment may be made by check or
draft sent by first class mail, or by transfer of monies by wire,
to any bondholder to a bank for the account of such bondholders in
accordance with written instructions filed with the Paying Agent
by such bondholder. Payments of principal and interest, including
prepayments of installments of principal as hereinafter provided,
shall be noted on the books of the Paying Agent and such payment
shall fully discharge the obligation of said City to the extent
of the payments so made. Upon final payment of principal and
interest this Bond shall be submitted to the Paying Agent for can-
cellation and surrender to said City.
THIS BOND is one of a series of Bonds aggregating the
principal amount of $7,000,000 authorized by Ordinance of said
City (the "Ordinance") for the purpose of providing funds to pay
the cost of acquiring real property and to construct and purchase
buildings, improvements, fixtures, machinery and equipment (here-
inafter sometimes referred to as the "Facility", said Facility
being further identified in the Ordinance) to be leased to General
Battery Corporation, a New York corporation (the "Company"),
-14-
pursuant to a Lease dated as of September 1., 1976 (the "Lease"), by and
between said City and said Company, by the authority of and in con-
formity 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 amendlAents thereof and acts supple-
mental 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 re-
ceived for the use of the Facility under said Lease and not from
any other fund or source of the City. Pursuant to the provisions
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 and the Company with
respect thereto and otherwise and the rights of the holders of
this Bond.
Each of the Bonds of the series of which this Bond is one
is subject to redemption and payment prior to maturity on any inter-
est payment date at the option of the City upon the following condi-
tions 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 Facility 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 casu-
alty; or (3) if as a result of changes in the Constitution of the
-15-
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
f
way by reason of such change of circumstances, unreasonable burdens
or excessive liabilities are imposed on the Company or the City; or
(4) if at any time on or after September 1, 1986, the continued use of
the Facility by the Company is in the reasonable judgment of the
Company's Board of Directors uneconomic and the Company discontinues
its use of the Facility. The redemption price for Bonds redeemed pur-
suant to this paragraph shall be the principal amount of Bonds so re-
deemed, plus accrued interest thereon to and incluidng the date fixed
for redemption and payment, without premium.
Each of the principal installments on the Bonds of the
series of which this Bond is one is subject to prepayment in inverse
chronological order at the option of the City, upon instructions from
the Company, in whole or in part, on any principal payment date at
the prepayment prices (expressed as percentages of the principal
amount being prepaid) set out below plus accrued interest thereon
to the prepayment date:
Prepayment
Dates (Inclusive) Prepayment Price
March 1, 1977 to September 1, 1977
March 1, 1978 to September 1, 1978
March 1, 1979 to September 1, 1979
March 1, 1980 to September 1, 1980
March 1, 1981 to September 1, 1981
March 1, 1982 to September 1, 1982
March 1, 1983 to September 1, 1983
March 1, 1984 to September 1, 1984
March 1, 1985 to September 1, 1985
March 1, 1986 to September 1, 1986
March 1, 1987 to September 1, 1987
March 1, 1988 to September 1, 1988
March 1, 1989 to September 1, 1989
March 1, 1990 to September 1, 1990
March 1, 1991 to September 1, 1991
March 1, 1992 to September 1, 1992
March 1, 1993 to September 1, 1993
March 1, 1994 to September 1, 1994
March 1, 1995 to September 1, 1995
March 1, 1996 to September 1, 1996
March 1, 1997 to September 1, 1997
March 1, 1998 to September 1, 1998
March 1, 1999 to September 1, 1999
March 1, 2000 and thereafter
-16-
provided, however, that the principal installments (or portions thereof)
of the Bonds to be prepaid pursuant to the provisions provided in this
paragraph shall be prepaid pro rata, as nearly and as equitably as
practicable, to the holders of the outstanding Bonds, such that the
principal amount of Bonds to be prepaid to each holder of a registered
Bond shall have, as nearly and as equitably as practicable, the same
proportionate relationship to the principal amount of Bonds being pre-
paid as the outstanding principal amount of Bonds held by such holder
bears to the total principal amount of the Bonds at the time outstand-
ing, and provided.further that no such optional redemption shall be
made from proceeds of, or otherwise in anticipation of, either (i)
borrowing having an average interest rate lower than the average in-
terest rate on the principal being prepaid or (ii) borrowings having
a shorter weighted average life than the then weighted average life
of the principal being prepaid. For the purposes of this paragraph
"average interest rate" shall be computed by dividing the total in-
terest cost of the borrowings or principal being prepaid, as the
case may be, by the amount of such borrowings or principal and
"weighted average life" shall be computed by subtracting the amount
of such borrowings or such principal, as the case may be, from the
total debt service to be paid respecting such borrowings or such
principal and then dividing the resulting amount by an amount equal
to one year's interest on such borrowings or such principal.
All Bonds so called for redemption and all principal to
be prepaid will cease to bear interest on the specified redemption
or prepayment date provided funds or securities in which such funds
are invested for such redemption or prepayment are on deposit with
the Paying Agent prior to the redemption or prepayment date and
shall no longer be entitled to the benefits and protection of the
-17-
covenants contained in the Ordinance authorizing this Bond and shall
not be deemed to be outstanding under the provisions of said Ordinance.
Notice of the City's intention to redeem said Bonds or pre-
pay any of said principal installments (or portions thereof) pursuant
to any of the redemption or prepayment provisions aforesaid, specify-
ing, in the case of redemption, the numbers of the Bonds to be re-
deemed or, in the case of prepayment, the numbers of the Bonds on
which a prepayment of principal is to be made, the total amount of
such prepayment with respect to each Bond, the principal installments
which are to be prepaid, and, if less than all of any principal in-
stallment is to be prepaid, the amount of such principal installment
to be prepaid, shall be given by United States registered mail to
the registered owner of each Bond which is to be redeemed or on
which a prepayment of principal is to be made at the address shown
on the registration books maintained by the Bond Registrar not less
than 30 days prior to the date fixed for redemption or prepayment.
This Bond is transferable, as provided in the Bond Ordinance
only upon the books of the City kept for that purpose at The First
National Bank and Trust Company of Salina, Salina, Kansas, as the
Bond Registrar, by the registered owner hereof in person, or by his
duly authorized attorney, (In Bond No. 2 and any Bond issued as a
result of the transfer of Bond No. 2 or any such Bond insert here
the following language: "upon satisfaction of the conditions respecting
compliance with applicable securities laws set forth above"], surrender
of this Bond together with a written instrument of transfer satis-
factory. to the Bond Registrar duly executed by the registered owner
or his duly authorized attorney, and thereupon a new registered Bond
in a principal amount equal to the unpaid principal amount of the
Bond being transferred, bearing the same interest rate as the Bond
being transferred and maturing in installments such that the principal
an M_
amount payable on such new Bond on each principal payment date is equal
to the unpaid principal amount payable on such principal payment date
on the Bond being transferred shall be issued to the transferee in ex-
change therefor as provided in the Ordinance authorizing this Bond,
and upon payment of the charges therein prescribed; provided, however,
that no such transfer may be effected if such transfer would result
in a violation of the Lender's Agreement (Form FmHA 449-35) respecting
the Bonds of the series of which this Bond is one between the United
States of America acting through the Farmers Home Administration of
the Department of Agriculture and The First National Bank and Trust
Company of Salina, Salina, Kansas. The City, the Bond Registrar
and the Paying Agent may deem and treat the person to whose name
this Bond is registered as the absolute owner hereof for the purpose
of receiving payment of, or on account of, any principal, prepayment
price or redemption price hereof and interest due hereon and for all
other purposes.
[In Bond No. 1 and any Bonds issued as a result of the exchange or
transfer of Bond No. 1 or any such Bonds insert the following para-
graph:]
This Bond, upon surrender thereof to the Bond Regis-
trar with a written instrument of transfer satisfactory
to the Bond Registrar, duly executed by the registered
owner or his duly authorized attorney, may, at the option
of the registered owner thereof, and upon payment by such
registered owner to the Bond Registrar of any fee, tax or
governmental charge required to be paid, be exchanged for
an equal aggregate principal amount of Bonds, in any de-
nomination or denominations, bearing the same interest rate
and maturing in installments such that the aggregate prin-
cipal amount payable on such Bonds on each principal pay-
ment date is equal to the aggregate principal amount pay-
able on such principal payment date on the Bond or Bonds
-19-
L7
being exchanged; provided, however, that no such exchange
may be effected upon surrender thereof to the Bond Regis-
trar with a written instrument of transfer satisfactory
to the Bond Registrar, duly executed by the registered
owner or his duly authorized attorney, may, at the option
of the registered owner thereof, and upon payment by such
registered owner to the Bond Registrar of any fee, tax
or governmental charge required to be paid, be exchanged
for an aggregate principal amount of Bonds equal to the
aggregate unpaid principal amount of the Bond or Bonds
being exchanged, and in any denomination or denominations
and bearing the same interest rate and maturing in install-
ments such that the aggregate principal amount payble on
such Bonds on each principal payment date is equal to the
aggregate unpaid principal amount payable on such princi-
pal payment date on the Bond or Bonds being exchanged;
provided, however, that no such exchange may be effected
if such exchange would result in a violation of that cer-
tain Lender's Agreement (Form FmHA 449-35) respecting
such Bonds between the United States of America acting
through the Farmer's Home Administration of the Depart-
ment of Agriculture and The First National Bank and Trust
Company of Salina, Salina, Kansas.
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.
-20-
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
this Bond to be dated this first day of September, 1976.
(facsimile)
Mayor
ATTEST:
(facsimile)
City Clerk
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 Boni
(General Battery Corporation Project), Series B. dated September 1,
1976, 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
1 1976.
-21-
City Clerk
CERTIFICATE OF AUTHENTICATION
This Bond is one of the Bonds described in the within men-
tioned Ordinance.
THE FIRST NATIONAL BANK AND TRUST
COMPANY OF SALINA, Salina, Kansas,
Bond Registrar
By
Authorized Officer
(FORM TO APPEAR ON REVERSE FACE OF REGISTERED BONDS)
The effective date of registration of this Bond is
(FORM OF ASSIGNMENT)
FOR VALUE RECEIVED,
The undersigned sells, assigns and transfers unto
the within Industrial Revenue Bond (General Battery Corporation
Project), Series B, dated September 1, 1976, of the City of Salina,
Kansas, and hereby authorizes the transfer of this Bond on the
registration books of the bond registrar.
Dated
IN THE PRESENCE OF
The following legend shall be placed on the face of Bond
No. 2 and all Bonds issued as a result of the transfer of Bond No.
2 on such Bonds:
This Bond has not been registered under
the Securities Act of 1933, as amended, or
under any state securities law. In the ab-
sence of such registration, this Bond may not
be sold, transferred, assigned or otherwise
disposed of, unless such transaction will
not, in the opinion of counsel satisfactory
to the Bond Registrar and the Company (both
as defined herein), violate any of said
securities laws.
-22-
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", herein-
after 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 Reve-
nue Bonds (General Battery Corporation Project), Series B, dated
September 1, 1976, hereinafter created, the amount of any accrued inter-
est 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 pur-
pose of providing funds to pay the cost of acquiring the real prop-
erty described in said Schedule 1 and to acquire, construct and pur-
chase buildings, improvements, fixtures, machinery and equipment to be
leased to General Battery Corporation as provided in said Lease.
Any moneys not required for said purpose shall, when the Facility
is complete as provided in the Lease, 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
-23-
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 B,
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 outstand-
ing, 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 princi-
pal 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.
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.
-24-
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 Govern-
ment, or agencies thereof, or, if permitted by law, obligations of
the Fiscal Agent, becoming due within twelve months from the date
of purchase. Moneys allocated and credited to and deposited 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 instruc-
tions from the Company, in direct obligations of the United States
Government, or agencies thereof, becoming due not later than August 31,
2001, 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 invest-
ments held in the Acquisition Fund shall be deposited in the Principal
and Interest Account. Interest on investments in any other fund
or account shall accrue to and become a part of such fund or
account so invested.
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.
EP&IM
(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
procure a new tenant who will enter into such a
lease the Fiscal Agent, acting for the City, may
sell the Facility leased at a price not less than
the amount of the then outstanding Bonds plus in-
terest then unpaid with the consent of the United
States of America acting through the Farmers Home
Administration, an agency of the U. S. Department
of Agriculture, or through any agency of the United
States of America that may succeed to the function
of said Farmers Home Administration and of all of the
holders of the Bonds herein authorized at the time
outstanding, or for a lesser price with the consent
of the United States of America acting through the
-26-
C
Farmers Home Administration, an agency of the U. S.
Department of Agriculture, or through any agency of
the United States of America that may succeed to the
function of said Farmers Home Administration and of
all of the holders of the Bonds herein authorized
at the time outstanding.
(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) 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
-27-
I
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.
(E) 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,
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 construction or acquisition
thereof on the land herein referred to, extending or
improving the Facility or acquiring or constructing
additions thereto, provided the following terms and
conditions are met:
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
-28-
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.
(F) The City will cause the Company to keep
constantly insured all buildings and improvements
from time to time constituting a part of the proper-
ty and premises 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
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.
(G) 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
-29-
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
authorized by this Ordinance and the provisions of this Ordinance
may be modified or amended at any time by the City with the written
consent of the United States of America acting through the Farmers
Home Administration, an agency of the U. S. Department of Agriculture,
or through any agency of t'IE. United States of America that may succeed
to the function of said Farmers Home Administration and of all of
the holders of the Bonds herein authorized at the time 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 consents there-
to, (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 holders 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 United States of America acting through said Farmers
Home Administration or through any agency of the United States of
America that may succeed to the function of said Farmers Home Adminis-
tration and of the holders of all of the Bonds then outstanding.
Amendments to this Ordinance which correct 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 United States of America and the bondholders is given
-30-
as above provided shall be expressed in an ordinance of the City amend-
ing 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 amendment
or modification, if any. Upon payment of the reasonable cost of
preparing the same, a certified copy of every such amendatory or
supplemental ordinance, if any, and a certified copy of this Ordinance
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 the United States of America
and any of the original purchasers of the Bonds without cost.
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 ten percent (10%) of the principal amount of Bonds
then outstanding may sue in any action, in mandamus, injunction
or other proceedings, either at law or in equity, to enforce
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.
-31-
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 ten percent (10%) of the principal amount of Bonds
then outstanding or the United States of America acting through
the Farmers Home Administration, an agency of the U. S. Depart-
ment of Agriculture, or through any agency of the United States
of America that may succeed to the function of said Farmers
Home Administration 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
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 with the written
consent of the United States of America acting through said Farmers
Home Administration or through any agency of the United States of
America that may succeed to the function of said Farmers Home Admin-
istration, 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 extend to or affect any subsequent
default or impair any rights consequent thereon.
Section 18. Defeasance. When all of the Bonds of the
City herein authorized and all interest thereon shall have been
-32-
I
i
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 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, in trust for and
irrevocably appropriated thereto, sufficient moneys for the payment
of the principal thereof and interest accrued to the date of matur-
ity or redemption, as the case may be, or if default in such pay-
ment 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 moneys which at any time shall be de-
posited with the said Fiscal Agent by or on behalf of the City,
for the purpose of paying and discharging any of the Bonds, shall
be, and are hereby, assigned, transferred and set over to such
Fiscal Agent in trust for the respective holders of the Bonds,
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 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
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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 represen-
tative thereof) of ten percent (10%) 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,
Section 20. Provisions Relating to the Fiscal Agent.
(A) Prior to the receipt of the Bond proceeds
pursuant to the provisions of Section 9 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,
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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
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.
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iJ
(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
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.
(I) The City hereby authorizes the Fiscal Agent,
on behalf of the City and in the name of the City or in
the Fiscal Agent's own name, fully and promptly to en-
force all of the terms, provisions and conditions of the
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Lease which require performance by, or impose duties on,
the Company, and in .the event of the occurrence of a de-
fault, as defined in the Lease, to exercise all rights
and remedies conferred by the Lease or this Ordinance
(including without limitation the right to sell the
Facility on the conditions set forth in subsection
14(B) of this Ordinance) for the full and complete
protection of the security and rights of the holders
of the Bonds. For such purpose, the Fiscal Agent
shall have all of the powers of the City conferred
by the Lease, this Ordinance and applicable law,
which the Fiscal Agent may exercise without the nec-
essity of any authorization by the City other than
the adoption of this Ordinance. The City will not
exercise any of its powers or give any consents
under or in respect of the Lease without the prior
written consent of the Fiscal Agent.
(J) None of the provisions of this Ordinance
shall require the Fiscal Agent to expend or risk
its own funds or otherwise incur any personal fin-
ancial liability in the exercise of any of the
powers conferred upon it by this Ordinance if it
shall have reasonable grounds to believe that re-
payment of such funds or adequate indemnity against
such risk or liability is not assured to it. Sub-
ject to the foregoing, the holders of a majority in
principal amount of the Bonds at the time outstand-
ing shall have the right, during the continuance of
a default under the Lease, to require the Fiscal
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Agent to exercise any or all of its powers hereunder
and to direct the time, method and place of exercis-
ing any such power or conducting any proceedings for
any remedy in pursuance thereof.
Section 21. Authorization of Lease. The real property
being referred to in the Lease as the "Land" and said Land, build-
ings, improvements, 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, substan-
tially 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.
Section 24. Conveyance of Facility. Upon receipt by
the City of the purchase price of the property subject to said
IMM
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 25. 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 � day of September, 1976.
ATTEST:
City Clerk
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