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HomeMy WebLinkAbout108-86 Ordinance ORDINANCE NO. 108-86 AN ORDINANCE AUTHORIZING THE ISSUANCE OF $5,250,000 AGGREGATE PRINCIPAL AMOUNT OF ECONOMIC DEVELOPMENT REVENUE BONDS (DUBLIN GERIATRIC CARE CO., LIMITED PARTNERSHIP PROJECT) SERIES 1986, OF THE VILLAGE OF DUBLIN, OHIO, THE PROCEEDS OF walCH SHALL BE LOANED TO DUBLIN GERIATRIC CARE CO., LIMITED PARTNERSHIP TO ASSIST IN THE FINANCING OF A COMMERCIAL FACILITY1 PROVIDING FOR THE PLEDGE OF REVENUES FOR THE PAYMENT OF SUCH BONDS 1 AUTHORIZING A LOAN AGREEMENT, INDENTURE OF TRUST AND ASSIGNMENTS APPROPRIATE FOR THE PROTECTION AND DISPOSITION OF SUCH REVENUES AND TO FURTHER SECURE SUCH BONDS1 AUTHORIZING A BOND PURCHASE AND REMARKETING AGREEMENT 1 AND AUTHORIZING OTHER ACTIONS IN CONNECTION WITH THE ISSUANCE OF SUCH BONDS AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio (the "Issuer"), by virtue of the laws of the State of Ohio, including Article VIII, Section 13 of the Constitution of Ohio and Chapter 165 of the Ohio Revised Code, is authorized and empowered among other things (a) to make a loan for the acquisition, construction, equipping and installation of a commercial facility within the boundaries of the Issuer, (b) to issue and sell its revenue bonds to provide money for such loan, and (c) to enact this Bond Legislation and execute and deliver the assignments and agreements hereinafter identified; and WHEREAS, this Council (the "Issuing Authority") has determined and does hereby confirm that the acquisition, construction, equipping and installation of the Project, as hereinafter defined, will promote the welfare of the people of the Issuer, create or preserve jobs and employment opportunities, and assist in the development of economic activities to the benefit of the people of the Issuer, and that the Issuer, by assisting with the financing of the Project through the issuance of revenue bonds in the aggregate principal amount of $5,250,000, will be acting in a manner consistent with and in furtherance of the provisions of Article VIII, Section 13 of the Constitution of the State of Ohio, and of Chapter 165 of the Ohio Revised Code; NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE VILLAGE OF DUBLIN, OHIO: Section 1. Definitions. The words and terms used herein are used as defined in the recitals, as defined elsewhere in this Bond Legislation and as defined in the Indenture defined below. Those words and terms not expressly defined herein or in the Indenture and used herein with initial capitalization where rules of grammar do not otherwise require capitalization shall have the meanings assigned to them in the Agreement or the Indenture, as hereinafter defined. "Act" shall mean Chapter 165 of the Ohio Revised Code, as enacted and amended pursuant to Section 13 of Article VIII and other provisions of the Ohio Constitution. "Agreement" shall mean the Loan Agreement, dated as of December 1, 1986, between the Company and the Issuer. "Bond" or "Bonds" shall mean the Issuerls Economic Development Revenue Bonds (Dublin Geriatric Care Co., Limited Partnership Project) of the Issuer issued from time to time hereunder. "Bond Fund" shall mean the Bond Fund created in Section 5.01 of the Indenture. "Bond Purchase Agreement" shall mean the Bond Purchase and Remarketing Agreement dated as of December 1, 1986, among the Company, the Issuer, and the Remarketing Agent, and any amendments or supplements thereto. "Code" shall mean the Internal Revenue Code of 1986, as amended, as it applied to the Series 1986 Bonds, including applicable regulations and revenue rulings thereunder. Reference herein to any specific provision of the Code shall be deemed to include any successor provision of such provision of the Code. "Company" shall mean Dublin Geriatric Care Co., Limited Partnership, an Ohio limited partnership, its successors and assigns as permitted by the Agreement. "Construction Fund" shall mean the Construction Fund created in Section 5.04 of the Indenture. "Credi t II shall mean any letter of credit, guaranty, surety, insurance, or other credit enhancement of any nature or any pledge, mortgage, assignment guaranty, or other security provided by the Company which, is identified by the Company as the "Credit" and is delivered to the Trustee and available to pay principal and interest on the Series 1986 Bonds. Notwithstanding the foregoing, the Investment Agreement is not a Credit. - 2 - "Indenture" shall mean the Indenture of Trust between the Issuer and the Trustee dated as of December 1, 1986, and any permitted supplements thereto. "Investment Agreement" means the Investment Agreement, dated as of December 1, 1986, between the Investment Agreement Provider and the Trustee. "Project" shall mean the 100 bed nursing home of the Company, financed with the proceeds of the Series 1986 Bonds, and located within the jurisdictional boundaries of the Issuer, as the same may at any time exist, including such structures, machinery, fixtures, improvements and equipment used with respect to such Project as are owned by the Company, all as more fully described in Exhibit A to the Agreement. "Rebate Fund" shall mean the Rebate Fund created in Section 5.05A of the Indenture. "Reserve Fund" shall mean the fund created in Section 5.12 of the Indenture. "Trustee" shall mean Mid-America National Bank & Trust Company, Bowling Green, Ohio or its successors serving as such hereunder. Any reference herein to the Issuer, the Issuing Authority, or to any officer or official thereof, shall include those succeeding to their respective functions, duties or responsibilities pursuant to or by operation of law or who are lawfully performing such functions. Any reference herein to any other person or entity shall include his or its respective successors and assigns. Any reference to a section or provision of the Code, the Ohio Constitution or the Act or to a section, provision or chapter of the Ohio Revised Code shall include such section or provision or chapter as from time to time amended, modified, revised, supplemented, or superseded; provided, however, that no such change shall alter the obligation to pay principal, premium (if any) and interest on the Bonds in the amounts and manner, at the times, and from the sources provided in this Bond Legislation and the Indenture, except as otherwise herein permitted, or shall be deemed applicable by reason of this provision if such change would in any way constitute an impairment of the rights of the Issuer or the Company under the Agreement. Unless the context shall otherwise indicate, words importing the singular number shall include the plural number, and vice versa, any pronoun shall be deemed to cover all genders, and the terms "herein", "hereof", "hereby", "hereto", - 3 - "hereunder", and similar terms, mean this Bond Legislation and the Indenture and not solely the portion hereof in which any such word is used. Section 2. Determination of Issuing Authorit*. Pursuant to Section 165.03 of the Act, the Issuing Aut ority hereby finds and determines that the Project is a "project" as defined in the Act and is consistent with the provisions of Section 13 of Article VIII, Ohio Constitution. The Issuing Authority hereby further determines that the Issuer shall elect to have the provisions as to the $10,000,000 limit in Section 144(a) (4) of the Code apply to the Bonds. Section 3. Authorization of Bonds. It is hereby determined to be necessary to, and the Issuer shall, issue, sell and deliver, as provided herein and pursuant to the authority of the Act, the Bonds in the aggregate principal amount of $5,250,000 for the purpose of financing costs of acquiring, constructing, equipping and installing the Project, including costs incidental thereto and of the financing thereof, all in accordance with the provisions of the Agreement, the Indenture and the Bond Purchase Agreement. The Bonds shall be designated "Economic Development Revenue Bonds (Dublin Geriatric Care Co., Limited Partnership Project) Series 1986". Section 4. Terms of the Series 1986 Bonds. The Bonds shall be issued in fully registered form, shall be numbered and dated as provided in the Indenture and shall be in substantially the form set forth therefor below. The Bonds shall mature, bear interest and pay principal as provided in the Bond form attached hereto as Exhibit A. The Bonds shall have such additional terms and be in substantially the form set forth in Exhibit A attached hereto, allowing those executing the Bonds to make insertions and deletions necessary to conform the Bonds to this Bond Legislation and the Indenture. The Bonds shall be executed on behalf of the Issuer by the Mayor, the Director of Finance and the City Manager, provided that any or all of such signatures may be facsimiles and the seal of the Issuer or a facsimile thereof shall be reproduced on the Bonds. In case any officer whose signature or a facsimile thereof shall appear on any Bond, shall cease to be such officer before the issuance, authentication or delivery of the Bond, such signature or facsimile thereof shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until after that time. - 4 - Section 5. Security for the Bonds. As provided herein, the Bonds shall be payable solely from the Bond Fund and the moneys deposited therein pursuant to the Agreement, the Credit or otherwise, and secured by a pledge of and lien on the Bond Fund and the Reserve Fund, and shall be further secured by the Indenture and the Investment Agreement. Anything in the Bond Legislation, the Indenture, the Investment Agreement, the Bond Purchase Agreement, the Bonds or any other agreement or instrument to the contrary notwithstanding, neither the Bond Legislation, the Bonds, the Investment Agreement, the Bond Purchase Agreement, the Indenture nor the Agreement shall represent or constitute a debt or pledge of the faith and credit or the taxing power of the Issuer, and each Bond shall contain on the face thereof a statement to that effect. Nothing herein shall be deemed to prohibit the Issuer, of its own volition, from using, to the extent it may be lawfully authorized to do so, any other resources or revenues for the fulfillment of any of the terms, conditions or obligations of the Indenture, the Bond Legislation or the Bonds. Section 6. Sale of Bonds. The Series 1986 Bonds are hereby sold and awarded to Miller & Schroeder Financial, Inc., in accordance with its offer therefor accepted by the Issuing Authority on behalf of the Issuer, at a purchase price of 100% of the principal amount of the Bonds, aggregating $5,250,000, plus accrued interest, if any. The members of the Issuing Authority, the Mayor, the Clerk of the Issuing Authority, the City Manager and the Director of Finance are authorized and directed to make on behalf of the Issuer the necessary arrangements with the purchaser to establish the date, location, procedure and conditions for the delivery of the Bonds to the purchaser, and to take all steps necessary to effect due execution, authentication and delivery to the purchaser of the Bonds purchased by it under the terms of this Bond Legislation, the Bond Purchase Agreement and the Indenture. It is hereby determined that the price for and the terms of the Bonds, and the sale thereof, all as provided in this Bond Legislation, the Bond Purchase Agreement and the Indenture, are in the best interest of the Issuer and consistent with all legal requirements. Section 7. Covenants of Issuer. In addition to other covenants of the Issuer in the Bond Legislation and the Indenture, the Issuer further covenants and agrees as follows: (a) Bond Payments. The Issuer will, solely from the sources herein provided, payor cause to be paid all amounts of principal, premium, if any, and interest on the Bonds on the dates, at the places and in the manner provided herein and in the Bonds. - 5 - (b) Performance of Covenants, Authority and Actions. The Issuer will at all times faithfully observe and perform all agreements, covenants, undertakings, stipulations and provisions contained in the Bond Legislation, the Agreement, the Indenture and the Bonds, and required therein to be observed and performed by the Issuer. The Issuer warrants and covenants that it is, and upon delivery of the Bonds will be, duly authorized by the Constitution and laws of the State, including particularly and without limitation the Act, to issue the Bonds, to execute the Indenture, the Bond Purchase Agreement and the Agreement, and to provide the security for Bond payments in the manner and to the extent herein and in the Indenture set forth; that all actions on its part for the issuance of the Bonds and execution and delivery of the Indenture, the Bond Purchase Agreement and the Agreement, have been or will be duly and effectively taken; and that the Bonds will be valid, binding and enforceable special obligations of the Issuer according to the terms thereof. Each provision of the Bond Legislation, Indenture, the Bond Purchase Agreement, the Agreement and the Bonds is binding upon each such officer of the Issuer as may from time to time have the authority under law to take such actions as may be necessary to perform all or any part of the duties required by such provision; and each duty of the Issuer and of its officers undertaken pursuant to such proceedings for the Bonds is established as a duty of the Issuer and of each such officer having authority to perform such duty, specifically enjoined by law and resulting from an office, trust, or station within the meaning of Section 2731.01 of the Ohio Revised Code, providing for enforcement by writ of mandamus. (c) Pledged Receipts. Except as otherwise provided in the Bond Legislation, Indenture and Agreement, the Issuer will not make any pledge or assignment of or create any lien or encumbrance upon the Construction Fund, the Reserve Fund or the Bond Fund, any moneys received by it under the Agreement or the Credit, except amounts with respect to expenses, reimbursement for expenses or indemnity to which it may be entitled under the Indenture or pursuant to the Agreement, the Bonds or the Agreement other than the pledge and assignment thereof under the Bond Legislation, Indenture and Agreement. - 6 - (d) Recordings and Filings. The Issuer will cooperate with the Company and the Trustee to cause all necessary financing statements, amendments thereto, continuation statements and instruments of similar character relating to the pledges and assignments made by the Issuer to secure the Bonds, to be recorded or filed in such manner and in such places as and to the extent required by law in order to fully preserve and protect the security of the Bondholders and the rights of the Trustee under the Indenture. (e) Inspection of Project Books. All books and documents ~n the Issuer's possession relating to the Project or to the Bonds shall at all reasonable times be open to inspection by such employees, accountants or other agents of the Trustee as the Trustee may from time to time designate. (f) Maintenance of Agreement. The Issuer shall do all things and take all actions on its part necessary to comply with the obligations, duties and responsibilities on the part of the Issuer under the Agreement, and will take all actions within its authority to maintain the Agreement in effect in accordance with the terms thereof and to enforce and protect the rights of the Issuer thereunder, including actions at law and in equity, as may be appropriate. (g) Rights under Agreement. The Trustee, in its name or in the name of the Issuer, may, for and on behalf of the Bondholders, enforce all rights of the Issuer and all obligations of the Company under and pursuant to the Agreement, whether or not the Issuer is in default of the pursuit or enforcement of such rights and obligations. (h) Arbitrage Provisions. The Issuer will comply with the provisions hereof and of the Indenture and will restrict the use of the proceeds of the Bonds in such manner and to such extent, if any, as may be necessary, after taking into account reasonable expectations at the time the Bonds are delivered to the Miller & Schroeder Financial, Inc., so that they will not constitute arbitrage bonds under Sections lO3(b) and 148 the Code and the applicable regulations prescribed under that section. The Director of Finance or any other officer having responsibility with respect to the issuance of the Bonds is ,authorized and directed, alone or in conjunction with any of the foregoing or with any other officer, - 7 - employee, consultant or agent of the Issuer, or any officer of the Company, and upon receipt of satisfactory indemnities from the Company, to give an appropriate certificate on behalf of the Issuer, for inclusion in the transcript of proceedings for the Bonds, setting forth the facts, estimates and circumstances and reasonable expectations pertaining to such Sections 103(b) and 148 and regulations thereunder. Section 8. Investment of Bond Fund, Reserve Fund, Rebate Fund and Construction Fund Money. Moneys in the Bond Fund, the Reserve Fund, the Rebate Fund and the Construction Fund shall be invested and reinvested by the Trustee pursuant to the terms of the Indenture. Section 9. Authorization of Agreement, Bond Purchase Agreement and Indenture and Acceptance of Letter of Representation. In order to better secure the payment of principal, premiums, if any, and interest on the Bonds as the same shall become due and payable, the Mayor, the City Manager, the Director of Finance and the Clerk of the Issuing Authority are hereby authorized and directed to execute, acknowledge and deliver, on behalf of the Issuer, the Agreement, the Bond Purchase Agreement and the Indenture, and to accept the Letter of Representation of the Borrower in substantially the forms submitted to this Issuing Authority, which are hereby approved, with such changes therein not inconsistent with this Bond Legislation and not substantially adverse to the Issuer as may be permitted by the Act and approved by such officers executing such agreements. The members of the Issuing Authority, the Clerk of the Issuing Authority and the Director of Finance are each hereby ~eparately authorized to take any and all actions and to execute such financing statements, election statement, certificates and other instruments that may be necessary or appropriate in the opinion of Bond Counsel, in order to effect the issuance of the Bonds and the intent of this Bond Legislation. The Clerk of the Issuing Authority, or other appropriate officer of the Issuer, shall certify a true transcript of all proceedings had with respect to the issuance of the Bonds, along with such information from the records of the Issuer as is necessary to determine the regularity and validity of the issuance of the Bonds. Section 10. Appointment of Remarketing Agent; Approval of Documentation. The Issuer further approves the appointment of Miller & Schroeder Financial, Inc. as the initial Remarketing Agent under the Bond Purchase Agreement, at no cost to the Issuer. - 8 - Section 11. Prevailing Rates of wa1es. All laborers and mechanics employed on the construction 0 the Project shall be paid at the prevailing rates of wages of laborers and mechanics for the classes of work called for by the Project, which wages shall be determined in accordance with the requirements of Chapter 4115, Ohio Revised Code, for determination of prevailing wage rates; provided that, if the Company or other non-public user beneficiary of the Project undertakes, as a part of the Project, construction to be performed by its regular bargaining unit employees who are covered under a collective bargaining agreement which was in existence prior to December 10, 1986, the rate of pay provided under the applicable collective bargaining agreement may be paid to such employees. Section 12. Compliance with Sunshine Law and Section l47(f) of the Code. It is hereby determined that all formal actions of this Issuing Authority relating to the adoption of this Bond Legislation were taken in an open meeting of this Issuing Authority, after a public hearing preceded by reasonable notice, and that all deliberations of this Issuing Authority and of its committees, if any, which resulted in formal action, were in meetings open to the public, in full compliance with applicable legal requirements, including the Code and Section 121.22, Ohio Revised Code. Pursuant to Section l47(f) of the Code, the Issuer hereby approves the issuance of $5,250,000 of Bonds to acquire, construct, equip and install the Project consisting of approximately 24 acres of land and an approximately 40,000 square foot 100 bed nursing care/personal care facility located on the north side of Post Road west of Avery Road in Dublin, and owned by the Company. Section 13. Emergency Clause. This Ordinance is hereby declared to be an emergency measure for the immediate preservation of the public peace, health, safety and be in effect from and after its passage and approved by the Mayor of the Issuer, the reason for such emergency being that this Bond Legislation must be immediately effective in order to provide financing for the Project and thus provide additional jobs and employment opportunities to improve the economic welfare of the Issuer and its residents; therefore, this Ordinance shall go into immediate effect. - 9 - Vote on suspension of the rules: Yeas .s- , Nays 0 . Adopted: December .JL, 1986, as an emergency measure. Yeas .s- , Nays 0 APpr~~ Mayor Attest: _Ji<hw17 ~l~L.-o<-J Approved as to form and correctness: ~~a~ 11-5sr Director of La~ - 10 - CERTIFICATE The undersigned, Clerk of the Council of the Village of Dublin, Ohio, hereby certifies that the foregoing is a true and correct copy of the ordinance of the Council with respect to the issuance of its $5,250,000 Economic Development Revenue Bonds (Dublin Geriatric Care Co., Limited Partnership Project) Series 1986, adopted on December , 1986, and has not be altered, amended or repealed as of this date. Dated: December _, 1986 '-- ~12'~<7 7'/), ~ erk of Counci1, Village of Dublin, Ohio - 11 - EXHIBIT A (Form of Face of Bonds) (After the Conversion Date, if new Certificates are issued at one time or from time to time, provisions of this Certificate may be amended to conform to the terms of the Bonds then in effect.) Dated Date: December , 1986 - No. $ UNITED STATES OF AMERICA STATE OF OHIO Village of Dublin Economic Development Revenue Bonds (Dublin Geriatric Care Co., Limited Partnership Project) Series 1986 THIS BOND IS SUBJECT TO MANDATORY TENDER AT THE TIMES AND IN THE MANNER HEREINAFTER DESCRIBED, AND MUST BE SO TENDERED OR WILL BE DEEMED TO HAVE BEEN SO TENDERED, AND CEASE TO BEAR INTEREST, UNDER CERTAIN CIRCUMSTANCES DESCRIBED HEREIN. ANY PURCHASER OF THIS BOND SHOULD VERIFY WITH THE TRUSTEE WHETHER THE CONVERSION DATE, AS MENTIONED HEREIN, HAS OCCURRED. REGISTERED OWNER: PRINCIPAL AMOUNT: The Village of Dublin, a municipal corporation and political subdivision of the State of Ohio (the "Issuer"), for value received, hereby promises to pay, solely from the source and as hereinafter provided, to the registered owner, or registered assigns or legal representative, upon presentation and surrender hereof at the principal corporate trust office of Mid-American National Bank & Trust Company in Bowling Green, Ohio, as trustee, or its successor in trust (the "Trustee"), the principal sum set forth above on December 1, 2016, subject to the prior mandatory or optional redemption of this Bond as hereinafter provided, and to pay solely from such source - 12 - interest hereon at the rate, as provided below, payable prior to the Conversion Date on June 1 and December 1 of each year, commencing June 1, 1987, until payment in full and, to the extent permitted by law, interest on overdue installments of such interest, from the interest payment date next preceding the date on which this Bond is authenticated, unless this Bond is (a) authenticated before the first interest payment date following the initial delivery of the Bonds, in which case it shall bear interest from the date of such initial delivery, or (b) authenticated upon an interest payment date, in which case it shall bear interest from such interest payment date (unless interest on this Bond is in default at the time of authentication, in which case this Bond shall bear interest from the date to which interest has been paid). Except as provided in the Indenture, interest hereon shall be paid to the person in whose name this Bond is registered, on the Record Date, as defined in the Indenture, next preceding an interest payment date by check or draft mailed to the person at his address as it appears on the registration books kept by the Trustee, as Bond Registrar. Principal, premium, and interest are payable in lawful money of the United States of America. If any payment hereon is due on a day which is not a Business Day, as defined in the Indenture, payment shall be made on the next succeeding Business Day with the same effect as if made on the day such payment was due. This Bond and the issue of which it is a part and the premium, if any, and interest thereon are special obligations of the Issuer payable solely from the revenues and receipts derived from the Agreement which revenues and receipts have been pledged and assigned to the Trustee to secure payment thereof and from amounts received pursuant to the Credit or Substitute Credit. The Bonds, the premium, if any, and the interest thereon shall not represent or constitute a debt or ?ledge of the faith and credit of the Issuer, nor shall they be deemed to constitute a general obligation of the State of Ohio, or any political subdivision thereof, including, without limitation, the Issuer. Neither the State of Ohio, nor any political subdivision thereof, including, without limitation, the Issuer, shall be obligated to pay the principal of, premium, if any, or interest on the Bonds or other costs incident thereto except from the revenues and receipts pledged therefor, and neither the full faith and credit nor the taxing power of the State of Ohio or any political subdivision thereof, including without limitation, the Issuer is pledged to the payment of the principal of, premium, if any, or interest on the Bonds or other costs incident thereto. THE PROVISIONS OF THE BOND ARE CONTINUED ON THE REVERSE HEREOF, AND SUCH CONTINUED PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH ON THE FACE HEREOF. - 13 - / All acts, conditions and things required to happen, exist or be performed precedent to and in the issuance of this Bond have happened, exist and have been performed. This Bond shall be governed by, and construed in accordance with, the laws of the State of Ohio. This Bond shall not become obligatory for any purpose or be entitled to any security or benefit under the Indenture or be valid until the Trustee shall have executed the Trustee's Certificate of Authentication appearing hereof. IN WITNESS WHEREOF, the Issuer has caused this Bond to be signed by the signatures of its Mayor, Director of Finance and the City Manager, and its seal to be printed hereon. VILLAGE OF DUBLIN, OHIO By Mayor By Director of Finance By City Manager (SEAL) - 14 - (Form of Trustee's Certificate of Authentication) Dated: TRUSTEE'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the within mentioned Indenture. MID-AMERICAN NATIONAL BANK & TRUST COMPANY, as Trustee By Authorized Signature (Form of Assignment) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto PLEASE PRINT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF TRANSFEREE (Please print or typewriter Name and Address, including Zlp code of Transferee) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints Attorney to transfer the within Bond on the books dept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be Registered Owners guaranteed by a member firm NOTE: The signature above of the New York Stock Exchange must correspond with the name or a commercial bank or trust of the name of the Registered company Owners as it appears on the front of this bond in every particular, without alteration or enlargement or any change whatsoever - 15 - (FORM OF REVERSE OF BONDS) CONTINUED PROVISIONS This Bond is one of an issue of Village of Dublin, Ohio, Economic Development Revenue Bonds, Series 1986 (Dublin Geriatric Care Co., Limited Partnership Project) , in the aggregate principal amount of $5,250,000 (the "Bonds"), of like date and tenor, except as to number and principal amount, authorized and issued pursuant to Section 13 of Article VIII of the Constitution of the State of Ohio and to the laws of such State, particularly Chapter 165 of the Ohio Revised Code, and the authorities therein mentioned, and an ordinance adopted by the Council of the Issuer, for the purpose of financing the acquisition, construction and equipping of a nursing home and related facilities located in the Village of Dublin, Ohio to be owned by Dublin Geriatric Care Co., Limited Partnership, an Ohio limited partnership (the "Company"). The Bonds are issued under an Indenture of Trust, dated as of December 1, 1986, between the Issuer and Trustee, which assigns to the Trustee the Issuer's rights under a Loan Agreement, dated as of December 1, 1986, between the Issuer and the Company (the "Agreement") , except for certain rights to indemnification of, and the payment of expenses to, the Issuer. Interest Rate Provision. This Bond shall bear interest as follows: (A) Prior to the Conversion Date, as hereinafter defined, this Bond shall bear interest at the Variable Rate, as provided in the Indenture, provided that in no event shall the Variable Rate exceed the interest rate on the Investment Agreement (as defined in the Indenture). (B) From and after the Conversion Date, until the maturity of the Bonds, this Bond shall bear interest at the Fixed Rate, or the Tender Rate, as provided in the Indenture. Interest on Bonds shall be computed on the basis of a 360-day year of twelve 30-day months. "Conversion Date" shall mean that date which shall be a Business Day, from and after which the interest rate on the Series 1986 Bonds is converted from the Variable Rate to the Fixed Rate, as provided in the Indenture. - 16 - Mandatory Redemption Upon Determination of Taxability. The Bonds are subject to mandatory redemption in whole prior to their scheduled maturity, at a redemption price equal to the principal amount thereof plus accrued interest to the redemption date upon the occurrence of a Determination of Taxability. A Determination of Taxability means, with respect to any Bond or series of Bonds (i) the filing by the Borrower or any other person or entity of any statement, supplemental statement or other tax schedule, return or document (whether pursuant to Treasury Regulations Section 1.103-10 (b) (2) (vi) (c) or otherwise) which discloses an that Event of Taxability has occurred, or (ii) a final assertion by the Internal Revenue Service or any agent thereof to the effect that interest on such Bond or Bonds is includable in the gross income for federal income tax purposes of any Recipient (other than a Bondholder who is a "substantial user" of the Project or a "related person", as those terms are used in Section 103 of the Code) or (iii) the final adoption of legislation or regulations or a final determination, decision, decree or ruling by any judicial or administrative authority which has the effect of requiring all or any portion of the interest on such Bond or Bonds to be included in the gross income for Federal income tax purposes of any Bondholder (other than a Bondholder who is a "substantial user" of the Project or a "related person" as those terms are used in Section 103 of the Code). For purposes of the preceding sentence, a decision, decree or ruling by any judicial or administrative authority shall be considered final upon the expiration or waiver of all periods for judicial review or appeal, as the case may be. Any such redemption shall be made not more than 30 days after receipt by the Trustee of written notice of such final decree, judgment or action. Mandatory Redemption. The Bonds are further subject to mandatory redemption as follows: (1) On December 1, 1989, if evidence of a Credit securing the payment of principal of and interest on the Bonds from and after December 1, 1989, is not delivered to the Trustee on or before October 1, 1989. (2) thirty days following receipt of notice from the Issuer that the planning commission of the Issuer has disapproved the Project and the Company has exhausted all levels of appeal available to the Company pursuant to the Issuer's procedural requirements. (3) On and after the Conversion Date, on any date for which timely notice of redemption can be given, if the Company shall have exercised its right to terminate the - 17 - Agreement by reason of an event of damage or destruction to the Project, an exercise of eminent domain powers with respect to the Project by a governmental body, or if the Agreement shall have become impossible of performance by reason of a change in law, all as more fully provided in Section 6.1 of the Agreement. (4) After the Completion Date, on any December 1 and June 1, from moneys (in increments of $5,000) then on deposit in the Construction Fund which will not be applied to pay the Costs of Construction of the Project. (5) Prior to the Conversion Date, the Series 1986 Bonds are subject to mandatory redemption by the Issuer in whole, but not in part, on any date on which the Series 1986 Bonds cease to be secured by an Investment Agreement. Optional Redemption. The Bonds are also subject to optional redemption as follows: (1) On or prior to the Conversion Date, the Bonds are subject to optional redemption from Eligible Funds (as defined in the Indenture) in whole.or in part by the Issuer at the direction of the Company, on any date on or after June 1, 1987, upon 30 days notice to the bondowners and payment to the Trustee on or before the date of notice of 100% of the principal amount of the Bonds to be redeemed plus interest accrued to the redemption date. (2) (a) After the Conversion Date and after each Mandatory Purchase Date thereafter, the Series 1986 Bonds are subject to redemption by the Issuer at the direction of the Company in whole or in part on any interest payment date in the years and at the applicable redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued interest to the redemption date: Redemption Dates Redemption Prices December 1, and June 1, in the 5th year after the Conversion Date or Mandatory Purchase Date 102% December 1, and June 1, in the 6th year after the Conversion Date or Mandatory Purchase Date 101% December 1, in the 7th year after the Conversion Date or Mandatory Purchase Date and thereafter 100% - 18 - - (b) In the event there is no Mandatory Purchase Date after the Conversion Date, the Series 1986 Bonds are subject to redemption, from Eligible Funds, by the Issuer, at the direction of the Company, in whole or in part on any interest payment date, in the years and at the applicable redemption prices (expressed as a percentage of principal amount) set forth below, plus accrued interest to the redemption date: Redemption Dates Redemption Prices December 1, and June 1, in the lOth year after the Conversion Date or Mandatory Purchase Date 102% December 1, and June 1, in the 11th year after the Conversion Date or Mandatory Purchase Date 101% December 1, in the 12th year after the Conversion Date or Mandatory Purchase Date and thereafter 100% (3) The Series 1986 Bonds are also subject to optional redemption from Eligible Funds, in whole in the event of the exercise by the Company of its option to prepay the Note in full as provided by the third paragraph of Section 6.1 of the Loan Agreement, at a redemption price of 100% of the principal balance of the Series 1986 Bonds outstanding on the date of redemption, plus accrued interest to the redemption date. In the case of a redemption of less than all the ~onds, the Bonds or portions thereof to be redeemed shall be redeemed by lot in such manner as the Trustee in its discretion may determine, each portion of $5,000 principal amount being counted as one bond for this purpose. If partial redemption (which may be effective only in an amount of $5,000 or any integral multiples thereof) of an individual Bond is undertaken a new Bond shall be authenticated and delivered to the Owner without charge for the unredeemed portion of the Bond. If any of the Bonds or portions thereof are called for redemption, the Trustee shall cause a notice thereof identifying the Bonds to be sent to the registered owner of each such registered Bond to be redeemed by registered or certified mail at this address as it appears on the registration books not less than 30 days prior to the redemption date provided that failure to give any such notice - 19 - by mailing, or any defect therein, shall not affect the validity of any proceedings for the redemption of any Bonds with respect to which no such failure or defect has occurred. Provided funds for their redemption are on deposit at the place of payment on the redemption date, all Bonds or portions thereof so called for redemption shall cease to bear interest on such date, shall no longer be secured by the Indenture and shall not be deemed to be outstanding under the provisions of the Indenture. Demand Purchase Option. On or prior to the Conversion Date, the Trustee shall be required to purchase at the purchase price of 100% of principal amount plus accrued interest to the purchase date any Bond from the Owner thereof upon: (a) delivery to the Trustee at its principal office of a written notice which may be by telegraph or telecopy, and in any event, (said notice to be irrevocable and effective upon receipt) which: (1) states the aggregate principal amount of the Bonds to be purchased; ( 2) states the date on which such Bonds are to be purchased (the "Tender Date"), which date shall be a Business Day not prior to the seventh ( 7th) day next succeeding the date of delivery of such notice and which date shall be prior to the Conversion Date; and (3) the name of the Owner and the place and method (which shall be by check, draft or wire transfer in federal or clearinghouse funds) by which the purchase price is to be paid; and (b) delivery to the Trustee at its principal office not later than 1:00 p.m. Eastern Time on the Business Day immediately preceding on the date designated for purchase in the notice described in (a) above of such Bonds to be purchased, with an appropriate endorsement for transfer or accompanied by a bond power endorsed in blank, and if such Bonds are to be purchased prior to the next succeeding interest payment date and after the Record Date in respect thereof, a due-bill for interest due on such interest payment date; provided, that such Bonds shall be so purchased only if the Bonds are delivered to the Trustee and conform in all respects to the description thereof in the notice described in clause (a) . Upon the Trustee's receipt of the notice pursuant to clause (a) above, the Trustee shall immediately give telephonic notice to the Remarketing Agent and the Company, confirmed in writing to the Remarketing Agent and the Company within one (1) Business Day. In the event that the Owner giving notice pursuant to clause (a) is not the sole Owner of the Bonds, the Trustee shall also give immediate notice to each of the other Owners, in the manner specified in the preceding sentence. - 20 - Such notice shall state that (i) in the event the Bonds are remarketed, such bonds may bear a new interest rate, and (ii) in the event the Bonds are not remarketed, such Owner's bonds shall be redeemed. Upon receipt of the notice specified in clause (a) above, the Trustee shall give immediate notice to the Investment Agreement Provider for the purchase such notice to be by telephone, confirmed in writing within one (1) Business Day sent by an overnight delivery service, telex, telecopier or telegram. The notice will state that in the event the Remarketing Agent does not, by 1:00 p.m. Eastern Time on the Business Day next preceding the Tender Date, give notice to the Trustee that the Bonds have been remarketed and wire transfer to the Trustee in immediately available funds the proceeds from such remarketing, the Investment Agreement Provider is to on the Tender Date wire transfer in immediately available fund the purchase price of the Bonds to be tendered from such sums available pursuant to the. Investment Agreement. The funds shall be transferred to the Trustee or to an account which the Trustee maintains with the Investment Agreement Provider for such purpose. The Trustee shall use sums so transferred from the Investment Agreement to redeem the Bonds at a price equal to 100% of the principal amount plus accrued interest to the purchase date. In the event the Remarketing Agent has remarketed the Bonds, or other funds for their purchase have been provided before the Tender Date, the Trustee shall immediately notify the Investment Agreement Provider by telephone before the Tender Date that funds will not be withdrawn from the Investment Agreement, and the Trustee shall send this notice in writing to the Investment Agreement Provider on the same day, by overnight delivery service, telex, telecopier or telegram, cancelling the withdrawal. If the Trustee receives notices by 1:00 p.m. Eastern Time on the Business Day next preceding the Tender Date from either (i) any Owner who has submitted a demand pursuant to clause (a), or (ii) the Remarketing Agent, that such Owner has sold his Bonds prior to such time, such demand shall be deemed cancelled. Additionally, if any Owner who has submitted a demand fails to deliver any or all of the Bonds specified in the demand together with proper instruments of transfer before 1:00 p.m. Eastern Time on the Business Day immediately preceding the Tender Date as provided in clause (a) above, such demand shall be deemed cancelled with respect to the Bonds not timely delivered or not delivered with proper instruments of transfer and such Bonds shall be subject to purchase only upon - 21 - submission of a new demand with respect thereto and delivery of such Bonds to the Trustee in conformance with the terms of clause (a) and clause (b) above. All Bonds delivered to the Trustee for purchase pursuant to clause (b) shall be held in trust by the Trustee for the benefit of the Owners delivering such Bond prior to the purchase thereof. The Trustee shall redeliver any Bond submitted for purchase pursuant to a demand and not submitted in compliance with the requirements of clause (b) to the Owner submitting such Bonds. Mandatory Tender of Bonds on Conversion Date. The Bonds shall be subject to mandatory tender by the Owners thereof on the Conversion Date. Upon a determination that the Conversion Date will occur, as provided in Section 2.02 of the Indenture, the Trustee shall mail by first class mail a notice at least twenty days prior to the Conversion Date to the Owner of each Bond at the address shown on the registration books. Any notice given as provided in such Section shall be conclusively presumed to have been duly given, whether or not the Owners gives the notice. Such notice shall state in substance the following: (1) That the Variable Rate will be terminated. (2) The Conversion Date. (3) The Fixed Rate for each maturity of Bonds which will take effect on the Conversion Date. (4) That all Owners of Bonds who have not given notice of their desire to retain Bonds as provided in the Indenture shall be deemed to have tendered their Bonds for purchase on the Conversion Date. (5) The security for the Bonds subsequent to the Conversion Date. (6) IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS (OTHER THAN AN OWNER OF BONDS WHO HAS GIVEN NOTICE AS PROVIDED BELOW) TO TENDER ITS BONDS ON OR PRIOR TO THE CONVERSION DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE SUBSEQUENT TO THE CONVERSION DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNTENDERED BONDS, AND ANY UNTENDERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THE INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. - 22 - Any Owner of Bonds desiring to retain Bonds after the Conversion Date must notify the Trustee in writing which notice must be received no later than ten (10) days prior to the Conversion Date. Said notice shall state in substance the following: (a) The numbers and principal amounts of the Bonds which the Owners thereof wish to retain after the Conversion Date; (b) That the Owners thereof recognize that the events set forth in 1 through 6 above will occur; and (c) That the Owners thereof wish to continue to own said Bonds specified in (a) above after the Conversion Date. Owners of Bonds not providing the Trustee with notice described above shall be entitled to tender their Bonds to the Trustee for purchase at the Purchase Price, or they shall be deemed to have tendered their Bonds and such Bond shall cease to accrue interest on the Conversion Date. Any Bonds not so tendered on the Conversion Date, for which there has been irrevocably deposited in trust with the Trustee from the sources described in Section 3.07 of the Indenture an amount of funds sufficient to pay the Purchase Price of the untendered Bonds, shall be deemed to have been purchased. At any time following the Conversion Date, an Owner of Bonds who has given notice of its desire to continue to hold the Bonds as provided above may deliver its Bonds to the Trustee, and upon such delivery, the Trustee shall exchange said Bonds for replacement Bonds, if the same are made available, without making any charge therefor to the Owners of such Bond. Mandatory Tender of Bonds on Mandatory Purchase Dates. The Bonds shall be subject to mandatory tender by the Owners thereof on the Mandatory Purchase Dates. The Company shall mail by first class mail a notice at least twenty (20) days prior to the Mandatory Purchase Date to the Owners of each Bond at the address shown on the registration books. Any notice given as provided in this Section shall be conclusively presumed to have been duly given, whether or not the Owner receives the notice. Such notice shall state in substance the following: (1) The Mandatory Purchase Date. (2) That the Fixed Rate on the maturities of Bonds will be adjusted on the Mandatory Purchase Date to the Tender Rate for each maturity of Bonds, all in accordance with the applicable terms of the Indenture. - 23 - (3) That all Owners of Bond shall be deemed to have tendered their Bonds for purchase on the Mandatory Purchase Date. (4) The security for the Bonds subsequent to the Mandatory Purchase Date. (5) IN THE EVENT OF A FAILURE BY AN OWNER OF BONDS (OTHER THAN AN OWNER OF BONDS WHO HAS GIVEN NOTICE AS PROVIDED ABOVE) TO TENDER ITS BONDS ON OR PRIOR TO THE MANDATORY PURCHASE DATE, SAID OWNER SHALL NOT BE ENTITLED TO ANY PAYMENT (INCLUDING ANY INTEREST TO ACCRUE SUBSEQUENT TO THE MANDATORY PURCHASE DATE) OTHER THAN THE PURCHASE PRICE FOR SUCH UNTENDERED BONDS, AND ANY UNTENDERED BONDS SHALL NO LONGER BE ENTITLED TO THE BENEFITS OF THE INDENTURE, EXCEPT FOR THE PURPOSE OF PAYMENT OF THE PURCHASE PRICE THEREFOR. Any Owner of Bonds desiring to retain Bonds after a Mandatory Purchase Date must notify the Trustee in writing which notice must be received no later than ten (10) days prior to the Mandatory Purchase Date. Said notice shall state in substance the following: (a) The numbers and principal amounts of the Bonds which the Owner thereof wishes to retain after the Mandatory Purchase Date; (b) That the Owner thereof recognized that the events set forth in 1 through 5 above will occur; and (c) That the Owner thereof wishes to continue to own said Bonds specified in (a) above after the Mandatory Purchase Date. Owners of Bond shall be entitled to tender their Bonds to the Trustee for purchase at the Purchase Price, or they shall be deemed to have tendered their Bonds and such Bonds shall cease to accrue interest on the Mandatory Purchase Date. Any Bonds not so tendered on the Mandatory Purchase Date, for which there has been irrevocably deposited in trust with the Trustee from the sources described in Section 3.07 of the Indenture an amount of moneys sufficient to pay the Purchase Price of the untendered Bonds, shall be deemed to have been purchased. The Owner of this Bond shall have no right to enforce the provisions of the Indenture or to institute action to enforce the covenants therein or to take any action with respect to any Event of Default under the Indenture or to institute, appear in or defend any suit or other proceeding - 24 - i with respect thereto, except as provided in the Indenture. In certain events, on conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then outstanding may become or may be declared due and payable before their stated maturities, together with interest accrued thereon. Modifications or alterations of the Indenture, the Agreement, or of any supplements thereto, may be made only to the extent and in the circumstances permitted by the Indenture. The Bonds are issuable as registered bonds in the denomination of $100,000 or $100,000 plus greater integral multiples of $5,000. At the principal corporate trust office of the Trustee, in the manner and subject to the limitations and conditions and upon payment of charges provided in the Indenture, registered bonds may be exchanged for an equal aggregate principal amount of registered bonds, of authorized denominations and bearing interest at the same rate. The transfer of this Bond may be registered by the registered owner hereof in person or by his duly authorized attorney or legal representative at the principal corporate trust office of the Trustee, but only in the manner and subject to the limitations and conditions provided in the Indenture and upon surrender and cancellation of this Bond. Upon any such registration of transfer the Issuer shall execute and the Trustee shall authenticate and deliver in exchange for this Bond a new registered Bond or Bonds, registered in the name of the transferee, of authorized denominations. The Trustee . shall, prior to due presentment for registration of transfer, treat the registered owner as the person exclusively entitled to payment of principal and interest and the exercise of all other rights and powers of the owner. - 25 -