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084-88 Ordinance ~ August _15, 1988 Ordinance No. ~ - M-88 The City Council of the City of Dublin, Ohio met in regular session on this date in Council Chambers at 6665 Coffman Road, Dublin, Ohio, with the following members present: D:lvicl Amnrn~p Barbara A. Maurer Michael L. Clos~ Jan Rozanski Joseph Jankowski, Jr. DAniel Sutphen Daniel Sutphen offered the following ordinance and moved the adoption of the same, which was duly seconded by Barbara A. Maurer . ORDINANCE NO. 84-88 AN ORDINANCE APPROVING THE MODIFICATION OF THE SCHEDULE FOR PRINCIPAL PAYMENTS ON THE $2,lOO,OOO INDUSTRIAL DEVELOPMENT REVENUE BOND (METRO MEDICAL PARK LIMITED PARTNERSHIP I PROJECT) OF THE VILLAGE OF DUBLIN, OHIO, DATED AS OF DECEMBER 3l, 1985 WITHOUT MODIFYING THE INTEREST RATE, MATURITY DATE OR OTHER TERMS OF SAID BOND; AUTHORIZING A MODIFIED BOND FORM REFLECTING THE MODIFIED SCHEDULE OF PRINCIPAL PAYMENTS; AUTHORIZING THE EXCHANGE AND REPLACEMENT OF SAID BOND DATED AS OF DECEMBER 3l, 1985 FOR THE CITY'S INDUSTRIAL DEVELOPMENT REVENUE BOND (METRO MEDICAL PARK LIMITED PARTNERSHIP I PROJECT) DATED AS OF THE DATE TO WHICH INTEREST THEREON HAS BEEN PAID; AUTHORIZING THE CITY MANAGER AND THE DIRECTOR OF FINANCE OF THE CITY TO EXECUTE AND AFFIX THE SEAL UPON SAID REPLACEMENT BOND; AUTHORIZING THE EXECU- TION AND DELIVERY OF A MODIFICATION AND RATIFICA- TION OF LOAN AGREEMENT AND MODIFICATION AND RATIFICATION OF PROMISSORY NOTE; AND DECLARING AN EMERGENCY. WHEREAS, the Village of Dublin, Ohio (now the City of Dublin and hereinafter called the "Issuer"), a municipal corpora- tion and political subdivision duly organized and validly exist- ing under the laws of the State of Ohio (hereinafter called the "State"), in accordance with Chapter l65, Ohio Revised Code, by - ordinance No. 75-85 (the "Ordinance") passed by the Village Council (now City Council) of the Issuer on December l6, 1985, authorized (a) the issuance, sale and delivery of its Industrial Development Revenue Bond (Metro Medical Park Limited Partnership I Project), dated as of December 3l, 1985, in the aggregate prin- cipal amount of $2,lOO,00O, and numbered R-l (hereinafter called the "Original Bond"); and (b) the future transfer and replacement of the Original Bond; and WHEREAS, the Original Bond was issued pursuant to a Bond Purchase Agreement dated as of December l, 1985, by and between the Issuer, Metro Medical Park Limited Partnership I (the "Company" ) and Bank One, Columbus, N.A. ("Bank One"); and WHEREAS, the Issuer loaned the proceeds from the sale of the Original Bond to the Company in order to assist the Company in financing the acquisition, construction, improvement and equipping of real and personal property comprising a commer- cial facility owned and operated by the Company (hereinafter called the "Project"), which loan (the "Loan") was made pursuant to a Loan Agreement (hereinafter called the "Original Loan Agree- ment"), dated as of December l, 1985, by and between the Issuer and the Company; and WHEREAS, in order to evidence its obligation to repay the Loan, the Company executed and delivered to the Issuer its Promissory Note (hereinafter called the "Original Note") dated as of December 31, 1985 in the principal amount of $2,lOO,OOO; and WHEREAS, the Company and Bank One, as the holder of the Original Bond (hereinafter called the "Bondholder") and Bond Fund Holder, as defined in the Original Loan Agreement, have agreed to a modification (the "Modification") of the schedule of principal payments on the Original Bond, without modifying the interest rate, maturity date or other terms of the Original Bond; and WHEREAS, any exchange of the Original Bond pursuant to Section 3 of the Ordinance should reflect the Modification (the "Replacement Bond"); and WHEREAS, the Original Loan Agreement and Original Note will be modified, amended and ratified to reflect the Modifica- tion by the execution and delivery of (a) a Modification and Ratification of Loan Agreement (hereinafter called the "Modified Loan Agreement"), dated as of August l, 1988, by and among the Issuer, the Company and Bank One, as Bondholder and Bond Fund Holder, and (b) a Modification and Ratification of Promissory Note (hereinafter called the "Modified Note"), dated as of August l, 1988, by and between the Issuer, the Company and Bank One, as the Bondholder and Bond Fund Holder; and WHEREAS, it is hereby determined by the Issuer that it is necessary to approve a new form of Project Bond, as defined in the Ordinance, reflecting the Modification (the "Replacement -2- Bond" ) and to authorize the execution and sealing of the Replace- ment Bond, the exchange of the Original Bond for the Replacement Bond and the execution and delivery of certain of the afore- mentioned documents; NOW THEREFORE, BE IT ORDAINED by the City Council for the City of Dublin, Ohio: Section l. Authorization of the Modification. The Issuer hereby approves the Modification and the Replacement Bond by approving the following modifications of the first two sentences of the Original Bond and the following modification to the Ordinance: (A) The first sentence of the Original Bond is amended by adding the following clause to the end of the sentence, " . provided that no installments of principal shall be , due commencing on April l, 1988 and continuing until December 3l, 1988. " (B) The second sentence of the Original Bond is amended to read as follows: "Such monthly installments of principal shall be in the respec- tive amounts described in the following table: Each Monthly Installment of Principal Due Amount January l, 1987 through December l, 1987 $ 6,708.33 January l, 1988 through March l, 1988 $ 6,878.33 January l, 1989 through December l, 1989 $ 2,083.00 January l, 1990 through December l, 1990 $ 2,083.00 January 1, 1991 through December l, 1991 $ 2,500.00 January l, 1992 through December l, 1992 $ 2,500.00 January l, 1993 through December l, 1993 $ 2,500.00 January l, 1994 through December l, 1994 $ 2,917.00 January l, 1995 through December l, 1995 $ 2,9l7.00 January l, 1996 through December l, 1996 $ 2,9l7.00 January l, 1997 through December l, 1997 $ 3,583.00 January l, 1998 through December l, 1998 $ 4,4l7.00 January l, 1999 through December l, 1999 $ 5,469.00 January 1, 2000 through December l, 2000 $ 6,4l7.00 January l, 200l through December l, 200l $ 6,l67.00 January l, 2002 through December l, 2002 $ 7,500.00 January l, 2003 through December l, 2003 $ 8,833.00 January l, 2004 through December l, 2004 $lO,4l7.00 January 1, 2005 through December l, 2005 $l2,500.00 January l, 2006 through December 1, 2006 $l4,583.00 January 1, 2007 through December l, 2007 $l6,667.00 January l, 2008 through December l, 2008 $l6,667.00 January l, 2009 through December l, 2009 $16,667.00 January 1, 2010 through November l, 2010 $l5,740.00 On December l, 2010 $22,077.05 -3- provided, however, that if a partial redemption of the Project Bond shall be made from undisbursed proceeds of the Project Bond in accordance with Section 4.2 of the Loan Agreement, then (l) if the amount of principal so redeemed shall be less than Two Hundred Fifty Thousand Dollars ($250,000), the amount of each monthly installm~nt of principal due thereafter through and including December l, 1990 shall be reduced by an amount equal to the amount of principal so redeemed divided by the number of monthly installments of principal due thereafter through and including December l, 1990, and (2) if the amount of principal so redeemed shall be Two Hundred Fifty Thousand Dollars ($250,000) or more, the amount of each monthly installment of principal due thereafter through and including December l, 1990 shall be reduced by an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) divided by the number of monthly installments of prin- cipal due thereafter through and including December l, 1990 and the amount by which the principal so redeemed exceeds Two Hundred Fifty Thousand Dollars ($250,000) shall be applied to the monthly installments of principal hereunder in inverse order of maturities." (C) The Ordinance is amended by deleting Exhibit A to the Ordinance and substituting Schedule A attached to this ordinance as the form of Project Bond. Section 2. Approval of Execution and Delivery of Replacement Bond and Exchange of Original Bond for Replacement Bond and of Cancellation of Original Bond. The City Manager and the Director of Finance of the Issuer are hereby authorized and directed to execute and deliver the Replacement Bond, numbered R- 2, in the principal amount equal to the outstanding principal amount of the Original Bond as of the date to which interest has been paid, provided that either or both of such signatures may be facsimiles, and to impress the seal of the Issuer, or a facsimile thereof, thereon. The exchange of the Original Bond for the Replacement Bond pursuant to Section 3 of the Ordinance is hereby approved. The cancellation of the Original Bond upon exchange for the Replacement Bond is hereby approved. Section 3. Authorization and Approval of the Modified Loan Agreement and Modified Note. The modifications, amendments and ratification to the Original Loan Agreement and Original Note to reflect revisions made thereto in connection with the Modifi- cation are hereby authorized and approved. The execution and delivery on behalf of the Issuer of the Modified Loan Agreement and Modified Note are hereby authorized and approved. Section 4. Authorization of Execution and Delivery of Modified Loan Agreement and Modified Note. The City Manager and the Director of Finance, and each of them, are each hereby authorized and directed, on behalf of the Issuer, to execute and deliver the Modified Loan Agreement and Modified Note in sub- stantially the forms submitted to the Issuer, which instruments are hereby approved, with such changes therein as may be approved -4- by the officer executing the same. The approval of such changes by said officer shall be conclusively evidenced by the execution of the Modified Loan Agreement and Modified Note by such officer. Section 5. Other Documents and Certificates. The City Manager, the Director of Finance and the Clerk of the City Council of the Issuer, and each of them, are each hereby authorized and directed to execute and deliver such other instru- ments and certificates as are, in the opinion of the Law Director for the Issuer and Vorys, Sater, Seymour and Pease, as bond counsel for the Issuer, necessary to consummate the transactions provided for in this Ordinance, the Modified Loan Agreement and the Modified Note. Section 6. Compliance with Section l2l.22, Ohio Revised Code. It is hereby found and determined that all formal actions of the City Council of the Issuer concerning and relating to the passage of this Ordinance were taken in an open meeting of the City Council of the Issuer and that all deliberations of the City Council of the Issuer and of any of its committees, if any, that resulted in such formal action, were taken in meetings open to the public, in full compliance with applicable legal require- ments, including Section l2l.22 of the Ohio Revised Code. Section 7. Emergency - Effective Date. This Ordinance is hereby declared to be an emergency measure the immediate passage of which is necessary for the preservation of the public peace, health, safety and welfare and for the further reason that this Ordinance must be immediately effective in order to eliminate the hazards and expenses to the Issuer and its people which could result from an increase in unemployment; wherefore, this Ordinance shall take effect and be in force immediately upon its passage. Passed by Council this August , 1988. 7 ~ Mayor ATTEST: '-c~12?l<'h f/;' 1A~ C erk of Cit Co ncil Approved As To Form: 1:z:~f~$L -5- -- r, Frances M. Urban, Clerk of the City Council of the City of Dublin, Ohio, do hereby certify that the foregoing is a true and correct copy of the original ordinance as passed by the City Council of the City of Dublin, Ohio on August __, 1988. -6- 08l288/42l58A SCHEDULE A UNITED STATES OF AMERICA STATE OF OHIO CITY OF DUBLIN INDUSTRIAL DEVELOPMENT REVENUE BOND (METRO MEDICAL PARK LIMITED PARTNERSHIP I PROJECT) No. R- - THE CITY OF DUBLIN, OHIO (hereinafter called the "Issuer"), a political subdivision organized and existing under and by virtue of the laws of the State of Ohio, for value received, promises to pay to , or registered assigns [as of any point in time, Bank One, Columbus, N.A., the original purchaser of the Project Bond (as hereinafter defined), or its successor or assign, as the registered holder of the Project Bond, being herein called the "Bondholder"], but solely from the sources and in the manner hereinafter set forth, the principal sum of . in consecutive monthly installments payable on the first day of each and every month, commencing on January l, 1989 and continu- ing on the first day of each and every month thereafter until said principal amount is paid in full. Such monthly installments of principal shall be in the respective amounts described in the following table: Each Monthly Installment of Principal Due Amount January l, 1989 through December l, 1989 $ 2,083.00 January 1, 1990 through December 1, 1990 $ 2,083.00 January l, 1991 through December 1, 1991 $ 2,500.00 January l, 1992 through December l, 1992 $ 2,500.00 January l, 1993 through December l, 1993 $ 2,500.00 January l, 1994 through December l, 1994 $ 2,917.00 January l, 1995 through December l, 1995 $ 2,9l7.00 January l, 1996 through December l, 1996 $ 2,9l7.00 January l, 1997 through December l, 1997 $ 3,583.00 January l, 1998 through December l, 1998 $ 4,4l7.00 January l, 1999 through December l, 1999 $ 5,469.00 January l, 2000 through December l, 2000 $ 6,4l7.00 January l, 200l through December l, 200l $ 6,l67.00 January l, 2002 through December l, 2002 $ 7,500.00 January l, 2003 through December l, 2003 $ 8,833.00 January l, 2004 through December l, 2004 $lO,4l7.00 January l, 2005 through December l, 2005 $l2,500.00 January l, 2006 through December l, 2006 $l4,583.00 January l, 2007 through December l, 2007 $l6,667.00 January l, 2008 through December l, 2008 $l6,667.00 January l, 2009 through December l, 2009 $l6,667.00 January l, 2010 through November l, 2010 $l5,740.00 On December l, 2010 $22,077.05 provided, however, that if a partial redemption of the Project Bond shall be made from undisbursed proceeds of the project Bond in accordance with Section 4.2 of the Loan Agreement, then (l) if the amount of principal so redeemed shall be less than Two Hundred Fifty Thousand Dollars ($250,000), the amount of each monthly installment of principal due thereafter through and including December l, 1990 shall be reduced by an amount equal to the amount of principal so redeemed divided by the number of monthly installments of principal due thereafter through and including December l, 1990, and (2) if the amount of principal so redeemed shall be Two Hundred Fifty Thousand Dollars ($250,000) or more, the amount of each monthly installment of principal due thereafter through and including December l, 1990 shall be reduced by an amount equal to Two Hundred Fifty Thousand Dollars ($250,000) divided by the number of monthly installments of prin- cipal due thereafter through and including December l, 1990 and the amount by which the principal so redeemed exceeds Two Hundred Fifty Thousand Dollars ($250,000) shall be applied to the monthly installments of principal hereunder in inverse order of maturities. The Issuer further promises to pay from said sources interest on the unpaid balance of such principal amount from the date hereof at the rate or rates per annum determined as herein- after provided and computed for the actual number of days elapsed on the basis of a year of 360 days, due and payable in consecu- tive monthly installments .in arrears on the first day of each and every month, commencing on January 1, 1986 and continuing there- after until the aforesaid principal amount is paid in full; provided, however, that on December l, 20l0, the entire unpaid principal balance hereof plus all unpaid interest accrued thereon shall be paid in full. However, anything in this project Bond to the contrary notwithstanding, at the option of the Bondholder, the entire unpaid principal balance hereof plus all unpaid accrued interest thereon shall be paid in full on December l, 2000 or on December l, 2005, which option shall be exercised (if at all) by the Bondholder's giving notice of same to the Issuer and the Company (as hereinafter defined), in the manner and at the addresses then provided for notices to be given to them in accordance with the Loan Agreement (as hereinafter defined), on or before the one hundred twentieth (l20th) day before such due date. The interest rate or rates on the principal balance hereof shall be determined in accordance with the following: Unless a Determination of Taxability (as defined in the Loan Agreement) shall have occurred -2- . or been made, the interest rate shall be a variable rate per annum (the "Tax-Free Interest Rate") determined in accordance with the following formula: R[1.368 - F(l-E)'] Where: R = ten and one-half percent (10-1/2%) per annum from the date hereof through November 30, 1995, ten and three- ,quarters percent (10-3/4%) per annum from December 1, 1995 through November 30, 2005, and eleven percent (11%) per annum from and after December 1, 2005; F = the maximum marginal federal income tax rate applicable to Bank One, Columbus, N.A., as set forth in Section 11 of the Internal Revenue Code of 1954, as amended (the "Code"), expressed as a decimal fraction; and E = the reduction factor for certain financial institutions preference items, as set forth in Section 29l(a)(3) of the Code or any successor section of the Code, expressed as a decimal fraction, as the same relates to the ownership of the Project Bond by the original purchaser thereof pursuant to its purchase of the Project Bond upon the original issuance thereof. with each change in R, F or E automatically and immediately, without notice, resulting in a change in the Tax-Free Interest Rate. If a Determination of Taxability shall be made or occur, the interest rate on the principal amount outstanding hereunder on and after the Date of Taxability (as defined in the Loan Agreement) shall be changed automatically to a rate per annum (hereinafter called the "Taxable Interest Rate") equal to the sum of the Prime Rate plus two percent ( 2%) per annum, and the Taxable Interest Rate shall continue for so long as any principal amount remains outstanding hereunder. The Taxable Interest Rate shall be determined initially as of the Date of Taxability. Thereafter, with each change in the Prime Rate, the Taxable Interest Rate shall change automatically and immediately, -3- without notice. As used herein, the term "Prime Rate" shall mean that rate of interest, expressed as a percent per annum, established and stated from time to time by Bank One, Columbus, N.A., as its prime rate of interest based upon its consideration of economic, money market, business and competitive factors, and it is not necessarily the most favored rate of Bank One, Columbus, N.A. Each change in said prime rate of interest shall, without notice, automatically and immediately change the Prime Rate. Anything in this Project Bond to the contrary notwithstanding, in no event shall the interest rate paid on this Project Bond exceed the maximum rate permitted by law. If a Determination of Taxability shall be made or occur, the Issuer will pay to the Bondholder or a former Bond- holder, immediately on demand by the Bondholder or a former Bond- holder, moneys in an amount equal to the sum of (a) the difference between ( i ) the amount of interest which would have been received by the Bondholder and any former Bondholder during the Payment Period (as hereinafter defined) if interest payable hereon during the Payment Period had been paid at the Taxable Interest Rate and ( i i ) the amount of interest theretofore paid to the Bondholder and any former Bondholder during the Payment Period, plus (b) all penalties and interest paid or payable by the Bondholder and any former Bondholder as a result of a Determination of Taxability. As used herein, "Payment period" shall mean the period beginning with the Date of Taxability and ending with the Installment Payment Date immediately preceding the date of the demand pursuant to the first sentence of this paragraph. The Issuer shall make the payment to the Bondholder and any former Bondholder required by this paragraph, notwith- standing that this Project Bond shall have been redeemed or otherwise paid in full prior to a Determination of Taxability but after the Date of Taxability; and, in that event, the ending date of the Payment Period shall be the date of redemption or other payment of this Project Bond in full. As used herein, "Install- ment Payment Date" means each date on which a payment of prin- cipal and/or interest is due on the project Bond. In addition to all other payments provided for in the Project Bond, the Issuer promises to pay to the Bondholder, on the date of the original issuance of the project Bond, additional fnterest in the amount of Twenty-One Thousand Dollars ($21,000). If the Bondholder shall not have exercised its option provided for in the second paragraph of the Project Bond to require that the Project Bond be paid in full on December 1, 2000 and the entire principal amount of the Project Bond shall not have been paid prior to December 1, 2000, then in addition to all other payments provided for in the Project Bond, the Issuer promises to pay to the Bondholder on December 1, 2000 additional interest in an amount equal to 1% of the unpaid principal balance -4- of the Project Bond then outstanding. If the Bondholder shall not have exercised its option provided for in the second para- graph of the Project Bond to require that the Project Bond be paid in full on December 1, 2005 and the entire principal amount of the Project Bond shall not have been paid prior to December 1, 2005, then in addition to all other payments provided for in the Project Bond, the Issuer promises to pay to the Bondholder on December 1, 2005 additional interest in an amount equal to 1% of the unpaid principal balance of the Project Bond then outstand- ing. The principal sum of this Project Bond and interest thereon are payable in lawful money of the United States of America, without deduction for services of the paying agent, by check or draft mailed or delivered to the Bondholder at its prin- cipal office by the Bond Fund Holder (as defined in the Loan Agreement) or its successor, without presentation of this Project Bond by the Bondholder to the Bond Fund Holder, except presenta- tion shall be required where a payment or prepayment of principal will discharge all indebtedness of the Issuer evidenced by this Project Bond; provided, however, that the Bondholder and the Bond Fund Holder may, at their option, agree to an alternative method of payment. Except as specifically provided herein to the contrary, all payments hereunder shall be applied first to the payment of interest on the outstanding principal balance and the remainder of said payments shall be credited to reduction of pr incipal. This Project Bond is the duly authorized Industrial Development Revenue Bond (Metro Medical Park Limited Partnership I Project) (the "Project Bond"), issued pursuant to an ordinance passed by the Village Council of the Issuer on December 16, 1985 (the "Bond Legislation") for the purpose of making a loan to Metro Medical Park Limited Partnership I, an Ohio limited partnership (the "Company") , for costs incurred in acquiring, constructing, improving and equipping real and personal property comprising a commercial facility located within the boundaries of the Issuer (the "Project"), which facility will be leased for use by the lessees. The proceeds of the Project Bond will be loaned to the Company pursuant to a Loan Agreement, dated as of December 1, 1985 ( herein', as the same may be amended according to its terms, called the "Loan Agreement", and the loan made pursuant to the Loan Agreement is herein called the "Loan"), duly made and entered into between the Issuer and the Company in order to promote the economic welfare of the people of the State of Ohio and of the Issuer by creating or preserving jobs and employ- ment opportunities. As provided in the Loan Agreement, the obligation of the Company to repay the Loan is evidenced by the Loan Agreement and by a Promissory Note (herein, as the same may be amended according to its terms, called the "Note") in the principal amount of $2,100,000, made and executed by the Company and de~ivered to and payable to the order of the Issuer. -5- Pursuant to the Bond Legislation, which Bond Legisla- tion is on file in the office of the Clerk of the City Council of "the Issuer, and to the Conditional Assignments of the Loan Agreement and the Note, both dated as of December 1, 1985, the Issuer has pledged and assigned the Issuer's right, title and interest in, to and under the Loan Agreement (except certain rights to additional payments, indemnification and attorneys fees and to consent to amendments) and the Pledged Receipts (as defined in the Loan Agreement), being, generally, the loan pay- ments, premiums and other charges payable to the Issuer by the Company under and pursuant to the Loan Agreement and the Note, to the Bondholder as security for its obligation to pay the prin- cipal of and interest and any premium on the Project Bond. Reference is hereby made to the Bond Legislation for a more complete description of the provisions, among others, with respect to the nature and extent of the security, the rights, duties and obligations of the Issuer and the Bondholder and the terms and conditions upon which the Project Bond is issued and secured, to all of the provisions of which Bond Legislation the Bondholder, by the acceptance hereof, assents. This Project Bond is issued pursuant to Section 13 of Article VIII of the Constitution of the State of Ohio and to the laws of the State of Ohio, particularly Chapter 165 of the Ohio Revised Code, and the Bond Legislation. This Project Bond is a special obligation of the Issuer, and the principal of and interest and any premium on this project Bond (hereinafter collectively called the "Bond Service Charges") are payable solely from, and such payment is secured by a pledge of and lien on, the Construction Fund and the Bond Fund established by and as provided in the Bond Legislation and the Pledged Receipts (being, generally, the payments and other amounts payable under the Loan Agreement in repayment of the Loan and the income and profit from the investment of such payments), and are not otherwise an obligation of the Issuer. THIS PROJECT BOND IS NOT SECURED BY ANY OBLIGATION OR PLEDGE OF ANY MONEYS RECEIVED, OR TO BE RECEIVED, FROM TAXATION LEVIED BY THE GENERAL ASSEMBLY OR ANY POLITICAL SUBDIVISION OR TAXING DISTRICT OF THE STATE OF OHIO AND DOES NOT NOW AND SHALL NEVER REPRESENT OR CONSTITUTE A DEBT OR PLEDGE OF THE FAITH AND CREDIT OF THE ISSUER OR OF THE STATE OF OHIO OR ANY POLITICAL SUBDIVISION THEREOF. Payments sufficient for the prompt payment when due of the Bond Service Charges are required by the Loan Agreement to be paid by the Company to the Bond Fund Holder for the account of the Issuer and deposited in a special account created by the Issuer and designated "Village of Dublin, Ohio - Metro Medical Park Limited Partnership I Revenue Bond Account", which has been duly pledged for that purpose. This Project Bond is transferable by the registered holder hereof, in person or by his attorney duly authorized in writing at the office of the City Council of the Issuer, upon presentation hereof to the City Council, all subject to the terms and conditions provided in the Bond Legislation. This Project Bond is transferable only in accordance with applicable -6- securities laws and is a negotiable instrument as provided by Section 165.03 of the Ohio Revised Code. At any time after a Determination of Taxability shall have been made or shall have occurred, this Project Bond is subject to optional redemption by the Issuer, at the direction of the Company, at any time, in whole or in part, in the event the Company exercises its option to prepay all or any portion of the unpaid principal balance of the Note. In such event, the Project Bond shall be redeemed in whole, or in part in amounts of $5,000 or any integral multiple thereof in the inverse order of maturity of the principal installments, by the Issuer simultaneously with the corresponding prepayment of the Note by the Company, at a redemption price of 100% of the outstanding principal amount so redeemed plus accrued interest thereon to the date of such redemption. At any time prior to the time that a Determination of Taxability shall have been made or shall have occurred, this Project Bond shall not be subject to optional redemption by the Issuer in part, but shall be subject to optional redemption by the Issuer in whole, at the direction of the Company in the event the Company exercises its option to prepay all of the unpaid principal balance of the Note, at a redemption price equal to the sum of: ( 1 ) the unredeemed principal balance hereof on the date of the optional redemption (the "Redemption Da t e" ) ; ( 2 ) the unpaid accrued interest hereon to the Redemp- tion Date; and ( 3) an amount equal to the amount (if any) by which (a) the present value on the Redemption Date of the interest which would have accrued hereunder from the day after the Redemption Date through the final maturity of this project Bond if such redemption were not made exceeds (b) the present value on the Redemption Date of the sum of ( i ) the interest which would have accrued hereunder during the period described in clause (a) of this sub- paragraph if such redemption were not made and the principal balance hereof were to bear interest at the same rate as the Index Bond (as hereinafter defined) and ( i i ) any premium or discount attributable to such Index Bond on the Redemption Date. As used herein, "Index Bond" means a municipal bond, selected by the Bondholder, which bears a fixed rate of interest, is rated Aaa by Moody's Investor Services, I nc. , a Delaware corporation (or its successor), and matures on a date which is not more than ninety ( 90) days before or after the weighted average maturity -7- date of principal installments which would be payable hereunder after the Redemption Date if this Project Bond were not so redeemed. Present value shall be determined in clauses (a) and (b) of subparagraph (3) of this paragraph using a rate equal to the yield to maturity effective rate then earned on such Index Bond. This Project Bond is subject to mandatory redemption by the Issuer at any time prior to final stated maturity in whole at a redemption price of 100% of the outstanding principal amount hereof plus unpaid accrued interest to the redemption date if and when the Loan Agreement shall have become void or unenforceable or impossible of performance in accordance with the intent and purpose of the parties as expressed in the Loan Agreement by reason of any changes in the Constitution of the State of Ohio or the Constitution of the United States of America or by reason of legislative or administrative action (whether state or Federal) or any final decree, judgment or order of any court or adminis- trative body, (whether state or Federal) entered after the contest thereof by the Issuer or the Company in good ,faith to such extent that the Loan Agreement and the obligations evidenced thereby are no longer enforceable by the Bondholder. Any such redemption shall be made on a date selected by the Company but not more than ninety ( 90) days following the effective date of any such con- stitutional amendment, legislation, administrative action or final decree, judgment or order, provided that the date so selected by the Company shall be the same date as that selected by the Company for the corresponding prepayment of the Note. If at any time the Bond Fund Holder shall hold funds in a separate account in the Bond Fund pursuant to Section 4.2, 5.2 or 5.6 of the Loan Agreement, there shall be an immediate mandatory redemption of this Project Bond by the Issuer in the inverse order of maturity of the principal installments at a redemption price of 100% of the outstanding principal amount thereof to such an extent as to exhaust such funds in said separate account. If such redemption should be a redemption of the entire principal balance hereof, then all unpaid accrued interest to the date of such redemption shall be paid on such date. If a Determination of Taxability shall be made or shall occur, this Project Bond shall be subject to redemption in whole at the option of the Bondholder, at a redemption price of 100% of the outstanding principal amount hereof plus unpaid accrued interest to the date of such redemption, on the first day of the third full calendar month next following the giving of written notice of redemption to the Issuer and the Company by the Bond- holder. As provided in the Bond Legislation, the Bondholder is entitled to enforce the provisions of the Mortgage (as defined in the Loan Agreement) and to institute, appear in or defend any suit, action or proceeding to enforce any provisions of the Loan -8- Agreement and the Bond Legislation and to take any action with respect to any Event of Default (as defined in the Loan Agree- ment). If ( I ) any payment to be made under this Project Bond should not be made on the date provided for such payment to be made hereunder and should remain unpaid for a period of five ( 5 ) days thereafter or (II) any other Event of Default should occur, then for so long thereafter as such Event of Default shall continue uncured, the Bondholder may, at its option, do either one or both of the following: (1) declare, by giving notice to the Company and the Issuer in accordance with the provisions of the Loan Agreement, the unpaid principal balance from time to time outstanding to bear interest at a rate which shall be the sum of the rate of interest otherwise then payable hereunder plus two percent (2%) per annum from the date on which such Event of Default shall have first occurred through the date on which such Event of Default shall have been cured, and ( 2 ) declare, in accordance with the provisions of the Loan Agreement, the entire unpaid principal sum herein agreed to be paid, together with any interest accrued thereon but not theretofore paid, to be immediately due and payable and to thereafter bear interest at a rate determined in the same manner as provided for in the immediately preceding clause ( 1 ) ; provided, however, that: (A) If the Bondholder shall have proceeded to enforce any right hereunder or under any instrument securing payment, or otherwise executed in connection with the issuance, of this Project Bond and such proceeding shall have been discontinued or abandoned for any reason or shall have been determined adversely, then and in every such event the Issuer and the Bondholder shall be reinstated to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Bondholder shall continue unimpaired as before; (B) At any time, the Bondholder may, in its discretion, waive its rights hereunder with respect to any Event of Default, provided that no such waiver shall apply to any other Event of Default whether prior or subsequent thereto; and (C) At any time, the Bondholder may, in its discretion, rescind any declaration that this Project Bond be immediately due and payable, whereupon the Issuer and the Bondholder shall be reinstated to their former positions and rights hereunder, respectively, and all rights, remedies and powers of the Bondholder shall continue unimpaired as before, provided that no such rescission shall apply to any other declaration, whether prior or subsequent thereto. -q- - This Project Bond shall not constitute the personal obligation, either jointly or severally, of the members of the Council of the Issuer or the officers, officials or employees of the Issuer. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things necessary to be done or performed by the Issuer or to have happened precedent to and in the issuing of this Project Bond in order to make it a legal, valid and binding special obligation of the Issuer in accordance with its terms, and precedent to and in the execution and delivery of the Agree- ment, have been done and performed and have happened in regular and due form as required by law; that the Issuer has, in its behalf, received payment in full for this Project Bond; and that this Project Bond does not exceed or violate any constitutional or statutory limitation. IN WITNESS WHEREOF, the City of Dublin in the County of Franklin, the State of Ohio, has caused this Project Bond to be executed in the name of the Issuer by the manual signatures of its City Managei and its Director of Finance and the seal of its City Manager to be affixed hereto effective as of . CITY OF DUBLIN, OHIO /!H~ ,/-:ihA_~~ By ~ / ~ City Manager ~ [SEAL] -lO- 062988/2587