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HomeMy Public PortalAbout072-1995 - SPECIAL ORDINANCE AMENDING ORDINANCE NO 67-1983ORDINANCE NO. 72-1995 A SPECIAL ORDINANCE AMENDING ORDINANCE NO. 67-1983 WHEREAS the City of Richmond, Indiana (the "City' issued its Economic Development Revenue Bond in the amount of $7,000,000.00 for the Palladium Publishing Corp. Project (the "Project") pursuant to Indiana Code 36-7-12 according to the authority set forth in Ordinance No. 67-1983 adopted by Common Council, November 21, 1983, and WHEREAS said ordinance may be amended so long as the rights of the holder of the 1983 Series A bond for the Project are not adversely affected in any respect, or such holder consents to the amendment, and WHEREAS pursuant to a loan agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Loan Agreement'), between the City and the Company, a bond purchase agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Bond Purchase Agreement") by and among the City , the Investor and the Depositary (as therein defined), an assignment, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Assignment"), from the City to the Investor, a bank bond purchase agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Bank Bond Purchase Agreement") by and among the City, the Bank and the Depositary, and a guaranty agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Guaranty' } between Gannett and the Investor (said documents hereinafter referred to as the "Bond Documents"), the City issued its Bond in the aggregate principal amount of $7,000,000 and lent the proceeds from the sale of the Bond to the Company and, in return, the Company issued its promissory note (the "Note"); and WHEREAS the City, the Company, the Investor, the Bank and Gannett desire, pursuant to the attached Agreement of Amendment, dated as of October 1, 1995 (the "Amendment' ), between the City, the Company, the Investor, the Bank and Gannett to modify certain terms and provisions of the outstanding Bond and the Note relating to the interest rate and substitute a new Bond and a new Note, each of which contain the amended interest rate calculation provision and to amend and modify the Bond Document to, among other things, reflect the new interest rate provision. NOW, THEREFORE, BE IT ORDAINED by the Common Council of the City of Richmond, Indiana that: Section 1. Capitalized words and terms used in this ordinance and not defined herein shall have the same meanings in this ordinance as such works and terms are given in the Bond Documents. Section 2. The Common Council hereby approves the substitution of a new Bond and a new Note, both of which contain the amended interest rate calculation provision. The Bond and the Note shall bear interest from its date of delivery to the Investor to the maturity thereof at the rate of the PSA Index Rate plus .25% per annum, subject to such changes as set forth in the Bond Purchase Amendment as modified by the Amendment. The Common Council hereby finds and determines, in accordance with Indiana Code 36-7-12-30 (a), that the Amendment will be of benefit to the health and general welfare of the City and will comply with the Act. Section 3. The Common Council hereby approves the form of the Amendment that has been presented to the Common Council at this meeting, and the Mayor and the City Clerk are hereby authorized to execute and deliver the Amendment, in any number of signed counterparts for and on behalf of the City in substantially such form with such changes therein, additions thereto and omissions therefrom as those executing the Amendment shall approve, their executions and delivery thereof constituting the conclusive approval of the Common Council of any changes therein, additions thereto or omissions therefrom. Section 4. The Common Council hereby approves the form of the Bond as presented to the Common Council at this meeting attached as Exhibit A to the Amendment. The Bond shall be in substantially the form and shall have the terms and provisions as set forth in the Amendment. The Mayor and the City Clerk are hereby authorized to execute and deliver the bond for and on behalf of the City in substantially such form with such changes therein, additions thereto and omissions therefrom as those executing the Bond shall approve, their execution and delivery thereof constituting the conclusive approval of the Common Council of any changes therein, additions thereto or omissions therefrom. Section 5. The Common Council hereby approves the Note presented to the Common Council at this meeting in the form attached as Exhibit B to the Amendment The Common Council hereby authorizes the endorsement without recourse and pledge of the Note to the Investor in substantially the form of the endorsement and pledge appearing on the form of the Note, as security for the Bond. Section ti. The Mayor, the City Clerk, and the presiding officer of the Common Council, all of the City, are authorized and directed to take such action and to execute and deliver any other documents, certificates, undertakings, agreements or other instruments as they, with the advice of counsel, may deem necessary or appropriate to effect the transaction contemplated by the Amendment. Section 7. This Ordinance shall take effect immediately upon its passage and approval by the Mayor of the City of Richmond, Indiana. Passed and adopted this 2nd day of October, 1995, by the Co n Co ncil of the City of Richmond, Indiana. President (Sarah L. utton) ATTES 4� ,City Clerk (Norma Carnes) PRESENTED to the Mayor of the Cin;;(N d, In ' a, this 3rd da of October, 1995, at 9:00 a.m. City Clerk � r na Carnes) APPROVED by me, Roger Cornett, Mayor bf City hmond, Indiana, this 3rd day of October, 1995, at 9:05 a.m. Mayor ( ger Cornett ATTES , City Clerk (Norma Carnes) CITY OF RICHMOND DEPARTMENT OF LAW 50 North 5th Street Richmond, Indiana 47374 Phone (317) 983-7220 Fax (317)966-2255 September 27, 1995 Common Council Richmond, Indiana 47374 RE: Ordinance No. 72-1995 Dear Council Member: ROGER CORNETT M4yor THOMAS S. MILLIGAN City Attorney This ordinance amends the bond issuing authority of the City created by Ordinance No. 67- 1983 relating to an Economic Development Revenue Bond in the amount of $7,000,000.00 for economic development facilities constructed by the Palladium Publishing Corp. The City has no financial liability in the issuance of Economic Development Revenue Bonds. Therefor the City assumes no financial liability when the terms of such bonds are amended. The attached ordinance will be presented by legal counsel for the Palladium Publishing Corp. at the October 2nd Council meeting. The ordinance can be passed in a single meeting with suspension of rules to advance to second and third readings. Sincer , <-7 67PX— Thomas S. Milligan City Attorney Enclosures TSM/ags AGREEMENT OF AMENDMENT This AGREEMENT OF AMENDMENT, dated as of October 1, 1995 (the "Amendment"), by and among the CITY OF RICHMOND, INDIANA, a municipal corporation (the "Issuer"), TAX-FREE INSTRUMENTS TRUST, a Massachusetts business trust (the "Investor"), PALLADIUM PUBLISHING CORPORATION, an Indiana corporation (the "Company") and a wholly -owned subsidiary of GANNETT CO., INC., a Delaware corporation ("Gannett"), and CHEMICAL BANK, a New York state banking corporation (the "Bank"). WITNESSETH: WHEREAS, the Issuer issued and sold and the Investor purchased, pursuant to a Bond Purchase Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Bond Purchase Agreement"), its Economic Development Revenue Bond (Palladium Publishing Corporation Project) 1983 Series A, in the aggregate principal amount of $7,000,000, as amended and supplemented to the date hereof (the "Bond") and the Issuer lent the proceeds from the sale of the Bond to the Company pursuant to the Loan Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Agreement"), and the Company issued to the Issuer its Promissory Note, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Note"), for the purpose of financing the cost of acquisition, construction and installation of a Project as defined in the Agreement; WHEREAS, in order to secure the payment of the principal of and premium, if any, and interest on the Bond for the benefit of the Investor and any subsequent holder thereof ("Subsequent Holder"; the Investor or Subsequent Holder being herein called the "Holder") (i) the Issuer has endorsed without recourse to the order and pledged to the Holder the Note and assigned to the Holder certain rights of the Issuer under the Agreement pursuant to an Assignment, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Assignment"), and (ii) Gannett has executed a Guaranty Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Guaranty"), to the Holder; WHEREAS, as additional security for the Bond the Issuer, the Investor, the Company and the Bank entered into the Bank Bond Purchase Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Bank Bond Purchase Agreement"), pursuant to which the Bank has agreed to purchase the Bond from the Investor under the circumstances therein provided; WHEREAS, Section 11.8 of the Agreement provides that the Agreement may be amended, supplemented or modified only as provided in the Bond Purchase Agreement; WHEREAS, Section 11(c) of the Bond Purchase Agreement provides that the Issuer and the Holder and, if affected thereby, the Depositary (as therein defined) and the Bank, may, with the written consent of the Company and Gannett, enter into an agreement in writing which amends, modifies or rescinds the Bond Purchase Agreement, the Agreement, the Assignment and the Guaranty; WHEREAS, Section 11(d) of the Bank Bond Purchase Agreement provides that the Issuer and the Holder, and, if affected thereby, the Depositary and the Bank, may, with the written consent of the Company and Gannett, enter into an agreement in writing which amends, modifies or rescinds the Bank Bond Purchase Agreement, the Agreement, the Assignment and the Guaranty; WHEREAS, Sections b(3) and b(4)(d) of the Assignment provide that neither the Issuer nor the Company may amend, modify or cancel the Agreement or the Note, or take or omit to take any action, the taking or omission of which might result in an alteration or impairment of the Agreement, the Note or the Assignment without the prior written approval of the Investor; WHEREAS, Section 5.6 of the Guaranty provides that an amendment, modification or discharge of the Agreement, the Bond Purchase Agreement or the Bank Bond Purchase Agreement which in any way increases or alters the obligation of Gannett (the "Guarantor") may not be made without the prior written consent of the Guarantor; WHEREAS, since all moneys have been expended from the Project Fund (as defined in the Bond Purchase Agreement) and there are no further duties or obligations to be performed by the Depositary, the Depositary will not be affected by this Amendment; and WHEREAS, the Issuer, the Investor, the Company, Gannett and the Bank desire to amend certain terms and provisions of the outstanding Bond and Note relating to the interest rate and substitute a new Bond and a new Note which contain the amended interest rate calculation provision and to amend and modify the Agreement, the Bond Purchase Agreement, the Bank Bond Purchase Agreement, the Guaranty and the Assignment to reflect said new interest rate calculation provisions. NOW THEREFORE, the parties hereto agree: 1. The Agreement, the Bond Purchase Agreement, the Bank Bond Purchase Agreement, the Guaranty and the Assignment (collectively, the "Bond Documents") are hereby deemed amended to reflect the substitution of a new Bond and a new Note which contain the amended interest rate calculation provisions referred to in Sections 2 and 3 2 below and the Bond Documents herein described are hereinafter intended to mean the Bond Documents as amended by this Amendment. 2. Exhibit A annexed to the Bond Purchase Agreement is hereby amended by replacing the outstanding form of Bond with the new form of Bond, substantially in the form of Exhibit A annexed hereto. 3. Exhibit A annexed to the Agreement is hereby amended by replacing the outstanding form of Note with the new form of Note, substantially in the form of Exhibit B annexed hereto. 4. Except as amended or modified hereby, the Agreement, the Bond Purchase Agreement, the Bank Bond Purchase Agreement, the Guaranty and the Assignment shall remain in full force and effect. 5. To the best knowledge of the Company, the representations and warranties of the Company set forth in the Bond Documents and in any tax or arbitrage certificate delivered in connection with the Bond are true and correct in all material respects. 6. In connection with the substitution of the Bond, the Issuer hereby elects to have the provisions of Section 144(a)(4) of the Code apply to the Bond. 7. This Amendment may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. 8. This Amendment shall be governed by and construed in accordance with the laws of the State of Indiana and any applicable federal laws. 3 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their duly authorized officers, all as of the date first above written. (SEAL) Attest: (Norma Carnes) , City Clerk 4 CITY OF RICHMOND, INDIANA By: (Roger Cornett) TAX—FREE INSTRUMENTS TRUST By: Title: PALLADIUM PUBLISHING CORPORATION By: Title: CHEMICAL BANK By: Title: CONSENT AND AGREEMENT Gannett Co., Inc., as the Guarantor, hereby approves and consents to (i) the substitution of the new Bond and new Note for the outstanding Bond and Note, and (ii) the respective amendments to the Bond Documents contained in this Amendment. Pursuant to Section 2.1 of the Guaranty, Gannett absolutely and unconditionally guarantees to the Holder for the Holder's benefit, the full and prompt payment of all amounts due and payable by the Issuer pursuant to the substituted new Bond. Gannett Co. Inc. By: Title: 5 [FORM OF BOND] United States of America State of Indiana CITY OF RICHMOND ECONOMIC DEVELOPMENT REVENUE BOND (PALLADIUM PUBLISHING CORPORATION PROJECT), 1983 SERIES A No. 3 $7,000,000 KNOW ALL MEN BY THESE PRESENTS that the City of Richmond ("Issuer"), a municipal corporation duly organized and existing under the laws of the State of Indiana, for value received, promises to pay but solely from the sources and as hereinafter provided, to the order of Tax --Free Instruments Trust and its successors ("Investor") and any subsequent holder hereof ("Subsequent Holder"; the Investor or Subsequent Holder at the time the holder hereof being herein called the "Holder") on demand upon five days' notice (as provided in the Bond Purchase Agreement hereinafter mentioned), but not later than November 1, 2008, upon surrender hereof, the principal sum of Seven Million Dollars, and in like manner to pay interest on the unpaid principal amount hereof from the date hereof at the rate of interest hereinafter described (computed on the basis of a 365/366 day year) on February 1, May 1, August 1 and November 1 of each year, commencing November 1, 1995, until said principal sum is paid. Both principal of and interest on this Bond are payable in immediately available funds which are lawful money of the United States of America at the office of the custodian of the Investor, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, Attention: Tax -Free Instruments Trust, or at such other place as shall be directed by the Holder hereof by written notice to Palladium Publishing Corporation (the "Company"). Interest on this Bond will accrue commencing on the date hereof at a variable rate which shall be the "Tax Free Rate" (as hereinafter defined) except as otherwise provided herein. The Tax Free Rate may be adjusted as hereinafter provided upon the occurrence of a "Determination of Taxability" (as hereinafter defined) as set forth below. Interest payments made simultaneously with any principal payment shall include all interest accrued on such principal amount to the date of payment. In the event interest on the Bond should become subject to federal income taxation pursuant to receipt by the Holder of a notice of a Determination of Taxability, then the interest rate shall, instead of being the Tax Free Rate, be immediately increased to the Prime Rate (as hereinafter defined), and the Issuer shall forthwith cause to be paid to each person who was a Holder hereof on or after the "Taxable Date," as that term is defined below, an amount equal to the aggregate difference between (1) the quarterly payments actually made to each such Holder on the Bond from the Taxable Date to the earlier of (i) the date of disposition hereof by such Holder or (ii) the effective date of such Determination, and (2) the quarterly payments which would have been made during such period had the interest on the Bond been at the Prime Rate. In addition, the Issuer shall cause to be paid to the Holder the remaining unpaid principal amount of the Bond plus accrued and otherwise unpaid interest from the Determination of Taxability at the applicable increased rate to the date of such prepayment. The Bond is limited in principal amount to $7,000,000 and issued for the purpose of providing funds to refinance the acquisition, construction and installation of a building addition, certain real estate incidental thereto and, certain equipment for the publishing and printing of newspapers (the "Project"), located at the existing plant of Palladium Publishing Corporation in Richmond, Indiana. The Issuer has entered into a Bond Purchase Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Bond Purchase Agreement"), with the Investor, providing for the issuance and sale by the Issuer, and the purchase by the Investor, of the Bond upon the terms and conditions therein provided. The Holder shall be subject to all the terms and provisions contained in the Bond Purchase Agreement. Pursuant to a Loan Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Agreement"), between the Issuer and the Company, the Issuer has agreed to lend the proceeds of the Bond to the Company and the Company has issued its promissory note, as amended and supplemented to the date hereof (the "Note"), bearing interest corresponding to the interest rate on this Bond with principal in the same amount payable on the same date as this Bond, to the Issuer in evidence of the loan. The Company has also entered into a Bank Bond Purchase Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Bank Bond Purchase Agreement"), with Chemical Bank (the "Bank"), providing for the repurchase by the Bank from the Issuer (should the Issuer be required to purchase the Bond from the Investor, but no other Holder, upon demand and the Company or its designee shall not purchase the Bond from the Issuer) at a price sufficient to permit 2 the Issuer to repurchase the Bond from the Investor upon the terms and conditions provided in the Bond Purchase Agreement. The Bond is secured by (i) an Assignment, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Assignment"), by the Issuer pursuant to which the Issuer has endorsed without recourse to the order of and pledged to the Holder the Note and assigned to the Holder certain rights of the Issuer under the Agreement, (ii) a Guaranty Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Guaranty"), from Gannett Co., Inc. to the Holder, and (iii) the Bond Purchase Agreement. Reference is hereby made to the Bond Purchase Agreement, the Bank Bond Purchase Agreement, the Agreement, the Note, the Assignment and the Guaranty, and to all amendments and supplements thereto for a description of the provisions, among others, with respect to the nature and extent of such security and the rights, duties and obligations of the Issuer and the rights of the Investor and any Subsequent Holder with respect to this Bond. In the event of the optional prepayment by the Company of all or a portion of the unpaid principal of the Note plus accrued interest in accordance with Section 10.1 of the Agreement or the mandatory prepayment by the Company of the entire unpaid principal of the Note pursuant to Section 10.3 of the Agreement, the Holder shall apply such moneys to the payment of all or a portion, as the case may be, of the unpaid principal of this Bond and the interest accrued thereon to the date of prepayment. This Bond is subject to redemption by the Issuer, at the option of the Company, in whole or in part at any time, at a redemption price equal to 100; of the principal amount to be redeemed plus accrued interest to the redemption date; provided, however, that the Holder shall be given forty-five (45) days prior written notice of any such redemption. In case default be made in the payment of principal or interest on or in the performance by the Issuer of any of the other obligations of this Bond or any instrument or other thing given as security for the indebtedness evidenced hereby, the entire unpaid balance of the principal hereof, together with unpaid interest thereon, may at the option of the Holder hereof (subject to the provisions of the Agreement) become immediately due and payable. This Bond is issued pursuant to and in full compliance with the Constitution and laws of the State of Indiana, particularly Title 36, Article 7, Chapter 12 of the Indiana Code, as amended (the "Act"), and pursuant to resolutions and ordinances which authorize the execution and delivery of the Bond Purchase 3 Agreement, the Agreement, the Assignment, the Bank Bond Purchase Agreement and this Bond, and the endorsement and pledge of the Note. THIS BOND AND INTEREST HEREON ARE LIMITED OBLIGATIONS OF THE ISSUER AND NOT A CHARGE AGAINST ITS GENERAL CREDIT PAYABLE SOLELY FROM THE REVENUES DERIVED BY THE ISSUER FROM THE AGREEMENT AND THE BOND PURCHASE AGREEMENT WHICH REVENUES HAVE BEEN ASSIGNED AND PLEDGED TO SECURE PAYMENT THEREOF, AND FROM THE GUARANTY. THIS BOND AND THE INTEREST HEREON SHALL NOT BE DEEMED TO CONSTITUTE AN INDEBTEDNESS OF THE STATE OF INDIANA OR ANY MUNICIPALITY THEREOF, INCLUDING, WITHOUT LIMITATION, THE ISSUER. NEITHER THE STATE OF INDIANA NOR ANY MUNICIPALITY THEREOF, INCLUDING, WITHOUT LIMITATION, THE ISSUER, SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENT HERETO EXCEPT FOR THE LIMITED OBLIGATION OF THE ISSUER TO CAUSE PAYMENT OF THIS BOND FROM THE REVENUES ASSIGNED AND PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF THE STATE OF INDIANA OR ANY MUNICIPALITY THEREOF, INCLUDING, WITHOUT LIMITATION, THE ISSUER, IS PLEDGED TO THE PAYMENT OF THE PRINCIPAL OF OR PREMIUM, IF ANY, OR INTEREST ON THIS BOND OR OTHER COSTS INCIDENT THERETO. The Bond Purchase Agreement and the Bank Bond Purchase Agreement permit the amendment thereof and the modification of the rights and obligations of the Issuer and the rights of the Holder at any time by the Issuer with the consent of the Holder. Any such consent or waiver by the Holder shall be conclusive and binding upon such Holder and upon all future Holders of this Bond whether or not notation of such consent or waiver is made upon this Bond. Notwithstanding anything herein to the contrary, never shall the interest rate herein on any portion of the outstanding principal amount hereof be in excess of that which the Holder hereof is legally entitled to charge or collect. AS USED HEREIN THE FOLLOWING TERMS SHALL HAVE THE FOLLOWING MEANINGS: "Code" means the Internal Revenue Code of 1986, as amended. A "Determination of Taxability" shall have been deemed to occur if a final decree or judgment of any federal court or a final action of the Internal Revenue Service determines that interest paid or payable on the Bonds is or was includable in the gross income of a Holder of the Bond for federal income tax purposes under the Code (other than a Holder who is a substantial user or related person within the meaning of Section 144 of the Code). However, no such decree, judgment or action will be considered 4 final for this purpose unless the Company has been given written notice and, if it is so desired and is legally allowed, has been afforded the opportunity to contest the same, either directly or in the name of the Holder of the Bond, and until conclusion of any appellate review, if sought. Notwithstanding the foregoing provisions, at any time the Company may in writing declare that such final decree, judgment or action has occurred, and if a final decree, judgment or action has not occurred within three (3) years after the Company first receives written notice of any such decree, judgment or action as described above, such final decree, judgment or action shall be deemed to have occurred. "Prime Rate" shall mean the rate of interest announced by Chemical Bank from time to time at its principal office in New York, New York, as its prime rate, such rate to change when and as such prime rate changes. "PSA Index Rate" shall mean "Tax Free Rate" means the PSA Index Rate plus .25%, as adjusted for each change in the PSA Index Rate. "Taxable Date" shall mean the date as of which interest on this Bond shall be deemed to be included in the gross income of the Holder hereof for federal income tax purposes. IN WITNESS WHEREOF, the this Bond to be signed by its day of October, 1995. Attest: City of Richmond, Indiana, has caused Mayor, and attested by its Clerk the The City of Richmond, Indiana By By Clerk 5 Mayor (Form of Transfer) FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Tax Identification or social Security No. ) the within Bond and all rights thereunder with full power of substitution in the premises. Dated: 11 [FORM OF NOTE] PROMISSORY NOTE October , 1995 Exhibit B FOR VALUE RECEIVED, Palladium Publishing Corporation, an Indiana corporation (the "Company"), by this promissory note hereby promises to pay to the order of the City of Richmond, Indiana (the "Payee") the principal sum of Seven Million Dollars ($7,000,000) on demand (as provided in the Loan Agreement hereinafter mentioned), but not later than November 1, 2008, and to pay interest on the unpaid principal amount hereof from the date hereof at the rate of interest hereinafter described (computed on the basis of a 365/366 day year) on February 1, May 1, August 1 and November 1 of each year, commencing November 1, 1995, until said principal sum is paid. Both principal of and interest on this Note are payable in immediately available funds which are lawful money of the United States of America at the office of the custodian of Tax -Free Instruments Trust, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts, Attention: Tax -Free Instruments Trust, or at such other place as shall be directed by the "Holder" (as hereinafter defined) hereof by written notice to the Company. Interest on this Note will accrue commencing on the date hereof at a variable rate which shall be the "Tax Free Rate" (as such term is defined in the Economic Development Revenue Bond (Palladium Publishing Corporation Project) 1983 Series A, of the Payee, dated the date hereof (the "Bond") except as otherwise provided herein. The Tax Free Rate may be adjusted as hereinafter provided upon the occurrence of a "Determination of Taxability" (as such term is defined in the Bond) as set forth below. Interest payments made simultaneously with any principal payment shall include all interest accrued on such principal amount to the date of payment. In the event interest on the Bond should become subject to federal income taxation pursuant to receipt by Tax -Free Instruments Trust (the "Investor") or a holder subsequent to the Investor ("Subsequent Holder") (the Investor or Subsequent Holder being herein called the "Holder") of a notice of a Determination of 1 Taxability, then the interest rate shall, instead of being the Tax Free Rate, be immediately increased to the Prime Rate (as such term is defined in the Bond) , and the Company shall forthwith pay to Payee an amount equal to the aggregate difference between (1) the quarterly payments actually made on this Note from the "Taxable Date," as that term is defined in the Bond, to the earlier of (i) the date of disposition of the Bond by the Holder or (ii) the effective date of such Determination, and (2) the quarterly payments which would have been made during such period had the interest on this Note been at the Prime Rate. Upon the occurrence of an event of default or default specified in the Loan Agreement (hereinafter defined), the unpaid principal hereof and accrued interest thereon may be declared to be forthwith due and payable as provided in the Loan Agreement. This promissory note is the "Note" referred to in the Loan Agreement, dated as of November 1, 1983, as amended and supplemented to the date hereof (the "Loan Agreement") , between the Company and the Payee, and is subject to all the terms and provisions thereof. The Company further agrees hereunder that its obligations under this Note are to provide for the payment in full of all amounts due under the Bond. The Company may at its option, and may under certain circumstances be required to, prepay all or any part of the unpaid principal of this promissory note upon the terms provided in the Loan Agreement. The Company hereby promises to pay costs of collection and reasonable attorneys' fees in case default is made on this promissory note. [SEAL] Attest: By Secretary K Palladium Publishing Corporation By Treasurer ENDORSEMENT Pay to the order of Tax -Free Instruments Trust, as Holder of the Bond of even date and referred to in the within -mentioned Agreement without recourse. This endorsement is given and made without any warranty as to the authority and genuineness of the signature of the maker of the Note. City of Richmond, Indiana By 3 Mayor DISPOSITION OF ORDINANCE NO. .7,2, -19- RESOLUTION NO. -19 by Common Council Ordinance No 7o Resolution No. _ Elstro Lundy Brookban Donat McBri a Parke Allen Dickmar Hutton Date - Susp, rules Est read Title only Seconded Proof of Pubiicaton ------------------------- Seconded ------ -------- ---------- ------ ------ ------ - --- ---------- Move to 2nd read ------------------ ------ ------ -------- ---------- ------ ------ ----------------------- Seconded / Engrossment ------------------------- Seconded ------ -------- ---------- ------ ------ ------ ------ ---------- Susp rules 3rd read ------------------------- Seconded ------ I -------- ---------- ------ ------ ------ ------ ---------- Passage ------- --O R- ----- -------- --------- ------ ------------------------------------ Rejection Date Passed COMMITTEE ASSIGNMENTS: Committee Date Commitee Hearing Date Reassigned to Council Agenda PUBLICATION DA AMENDMENTS: COMMENTS: