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HomeMy WebLinkAboutRES 2587 CITY OF RENTON, WASHINGTON RESOLUTION N0. ` 2587 I A RESOLUTION APPROVING RESOLUTION NO. 84-9 OF KING COUNTY ECONOMIC ENTERPRISE CORPORATION { i WHEREAS, 1981 Washington Laws, Chapter 300 , as codified in RCW 39 .84 et seq. (the "Act" ) , states that no public corpora- tion may issue revenue bonds except upon the approval of the city, county or town within whose planning jurisdiction the proposed industrial development facility lies; and WHEREAS, King County Economic Enterprise Corporation, a public corporation under the Act (the "Issuer" ) , by the adop- tion of Resolution No. 84-9 , attached hereto as Exhibit A, has evidenced its intention to issue bonds in an aggregate princi- pal amount not to exceed $1,000 , 000 (the "Bonds" ) to finance industrial development facilities located within its georgraphi- cal boundaries (the "Project" ) for F. L. Hartung Glass Co. , Inc . together with any affiliate, successor or assign; and WHEREAS, the City of Renton ,is located within the geo- graphical boundaries of the Issuer and is the city within whose planning jurisdiction the Project lies; ' NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF RENTON DOES RESOLVE AS FOLLOWS: SECTION I : The City of Renton, as the city within whose planning jurisdiction the project lies, hereby approves Resolution No. 84-9 of King County Economic Enterprise Corporation as set 1 _. f 1 forth in Exhibit A, and approves the Issuer's intention to issue the Bonds to finance the Project. The proceeds are to be used to loan money to F. L. Hartung Glass Co. , Inc. to acquire and build the Project pursuant to a Loan Agreement (the "Loan Agreement" ) . The Bonds shall be payable solely from the borrower ' s obligations to repay under the Loan Agreement. The Bonds shall not constitute an obligation of .the City, and no tax funds or other revenues of the City shall be used to pay the principal of, premium, if any, or interest on the Bonds . Neither the faith and credit nor any taxing power or revenues of the City shall ever be pledged to pay the principal of, premium, if any, or the interest on the Bonds. SECTION II: This resolution is intended solely to constitute approval of the issuance of revenue bonds within the meaning of RCW 39 .84 .060 . This approval shall not in any way be deemed to be a review or final approval of any development permit for the Project which may be in process, or may be submitted at a future date. PASSED BY THE CITY COUNCIL this 7th day Yof Januar , 1985 . Maxine E. Motor, Cit*`••.Clerk— APPROVED BY THE MAYOR this 7th day of January, 4. �Ou�r�iw-� .�-� . 5`�1.�.n.(JCG� •. Barbara Y. Shinpoch, Mayor Approved as to form: jcllx�- �lyP7rV . Lawrence J. Wa en, City Attorney 010385/68391 CERTIFICATE I , Maxine E. Motor, City Clerk of the City of Renton, hereby certify that the foregoing is a full, true and correct ! copy of a Resolution duly adopted at a regular meeting of the City Council of the City of Renton duly held at the regular meeting place thereof on the 7th day of January, 1985, of which meeting all of the members of said City Council had due notice, including compliance with the Open Public Meetings Act, Chapter 42.30 RCW, and at which a quorum was present; and that at said meeting, said Resolutio was adopted by the following vote: AYES: � 92 O'zz (- NOES: ABSENT: ABSTAINING: I further certify that I have carefully compared the fore- going with the original minutes of said meeting on file and of record in my office; that said Resolution is a full , true and correct copy of the original Resolution adopted at said meeting i and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adop- tion, and is now in full force and effect . -3- 010385/68391 WITNESS my hand and the seal of the City of Renton this 7th day of January, 1985. Maxine E. Motor City Clerk ' [SEAL] ,r.;.. I •.. . Qv �Y ' I l i F -4- • �I Exhibit A r,r RESOLUTION NO. 84-9 A RESOLUTION of the Board of Directors of the King County Economic Enterprise Corporation taking official action with respect to the issuance of its nonrecourse revenue bonds in the amount of $1 , 000 , 000 to provide funds to finance the acquisition and installation of a glass tempering furnace and related equipment for F. L. Hartung Glass Co. , Inc . WHEREAS, King County Economic Enterprise Corporation (the "Issuer" ) , a public corporation, is authorized and empowered by the provisions of Laws of 1981 , Chapter 300 (the "Act") and King County Ordinance No. 6628, to issue bonds for the purpose of facilitating economic development and employment opportunities in the State of Washington through the financing of the project costs of industrial development facilities; and WHEREAS, an executed Indemnification and Compensation Agreement dated as of August 9, 1984 (the "Indemnification and Compensation Agreement" ) has been presented to the Board of Directors of the Issuer in the form attached hereto as Exhibit A; and WHEREAS, a proposed form of Agreement to Issue Bonds (the "Agreement" ) has been presented to the Board of Directors of the Issuer for its approval in the form attached hereto as Exhibit B; and WHEREAS, in order to facilitate economic development and employment opportunities in the State of Washington (the "State" ) and the jurisdiction of the Issuer , F. L. Hartung i 083084/48901 Glass Co. , Inc . (the "Company" ) has requested the Issuer to assist in the financing of industrial development facilities in Tukwila, Washington through the loan of bond proceeds to the Company together with any affiliate, successor or assign to construct said facilities and has presented to the Issuer the description of the proposed industrial development facilities (the "Project" ) , and an estimate of the cost of the Project , as shown in the Application for Industrial Revenue Bond Financing of the Company attached to the Agreement as Exhibit A; and WHEREAS, the Issuer desires to foster economic development in the jurisdiction of the Issuer; and WHEREAS, the Issuer deems it necessary and advisable for the facilitation of economic development and employment oppor- tunities within the State and the jurisdiction of the Issuer that the Project be constructed at the earliest practicable date, but the Company requires satisfactory assurances from the Issuer that the proceeds of the sale of bonds of the Issuer will be loaned to the Company to finance. the Project; and WHEREAS, King County Ordinance No. 6628 and the policies adopted thereby and the policies of the Issuer require that certain requirements be fulfilled and certain findings be made prior to the adoption of an inducement resolution; and WHEREAS, notice has been given in accordance with the Open Public Meetings Act , Chapter 42.30 RCW, and the policies of the Issuer of a public hearing to be held this date for the purpose of soliciting comments by citizens regarding the adoption of an -2- • F i ` 082884/48901 inducement resolution stating that the Issuer intends to issue industrial development revenue bonds in favor of the Company; and WHEREAS, a public hearing has been held this date at which citizens of King County and representatives from the City of Seattle and the City of Tukwila had the opportunity to offer comments with regard to the adoption of an inducement resolution, and this Board of Directors has considered those comments, together with ( i) the Application for Industrial Revenue Bond Financing of the Company, ( ii) the comments from the Department of Commerce and Economic Development of the State of Washington regarding the Issuer ' s application to said department with respect to the eligibility of the Project- under the Act , and ( iii) the preliminary staff report prepared by the Issuer with respect to the Project ' s apparent eligibility under and consistency with the Act, the Internal Revenue Code of 1954 and the regulations thereunder, and the policies adopted by King County Ordinance No. 6628; NOW, THEREFORE, BE IT RESOLVED by the Board of Directors of King County Economic Enterprise Corporation, as follows: SECTION 1 . Finding Regarding Nondiscrimination. The Board of Directors of the Issuer hereby acknowledges receipt of a certificate of the Company' s chief executive officer certifying that the Company engages in nondiscriminatory employment practices and hereby finds that the Company has certified that it engages in nondiscriminatory employment practices . -3- 082884/48901 SECTION 2 . Finding Regarding Employment . The Board of Directors of the Issuer hereby finds that the Company has shown that the Project creates or maintains employment within the jurisdiction of the Issuer . SECTION 3 . Finding Regarding Policy Compliance. The Board of Directors of the Issuer hereby finds that the Project conforms to the policies adopted by King County Ordinance No. 6628 and is acceptable based on legal and financial considerations . SECTION 4 . Finding Regarding Economic Development . The Board of Directors of the Issuer hereby finds that the acquisition and construction of industrial development facilities by the Company within the boundaries of the Issuer will facilitate economic development and will be consistent with the public purposes set forth in the Act . SECTION 5 . Conditional Agreement to Issue Bonds . Subject to the provisions of the Indemnification and Compensation Agreement and the Agreement, the Issuer will issue an amount not to exceed $1 , 000, 000 principal amount of bonds for the Project . SECTION 6 . Bonds To Be Limited Obligations . The bonds shall be payable solely from either the revenues derived as a result of the Project funded by the revenue bonds, including, without limitation, amounts received under the terms of *any financing document or by reason of any additional security furnished by the Company in connection with the financing of -4- r 082884/48901 the Project, and/or money and other property received from private sources . Each bond shall contain a statement to the following effect : Neither the State, King County, nor any other municipal corporation, quasi-municipal corporation, subdivision, or agency of the State is obligated to pay the principal of , premium, if any, or the interest on this Bond; no tax funds or governmental revenue may be used to pay the principal of, premium, if any, or interest on this Bond; and neither any or all of the faith and credit nor the taxing power of the State, King County, the Issuer or any other municipal corporation, quasi-municipal corporation, subdivision, or agency thereof is pledged to the payment of the principal of, premium, if any, or the interest on this Bond. SECTION 7 . Approval of Indemnification Agreement . The Indemnification and Compensation Agreement in the form presented is hereby ratified and approved. SECTION 8 . Approval of Agreement to Issue Bonds . The Agreement in the form presented is hereby approved, and the President and the Vice President are each hereby authorized to execute and deliver the Agreement on behalf of the Issuer . SECTION 9 . Project Commencement . The Company is authorized to commence construction of such Project and advance such funds as may be necessary therefor, subject to reimbursement for all expenditures, but only out of proceeds, if any, of the issue of bonds herein authorized. SECTION 10 . Resolution Constitutes Official Action. It is intended that this Resolution shall constitute "some other similar official action" toward the issuance of bonds within the meaning of Section 1 . 103-8(a) ( 5) of the Treasury -5- 082884/48901 Regulations promulgated under Section 103 of the Internal Revenue Code of 1954 . SECTION 11 . Effective Date. This Resolution shall take effect immediately upon its passage and remain in full force and effect thereafter; provided, however , that this Resolution shall cease to be effective 12 months after the date of its adoption unless prior thereto the Issuer specifically adopts a further resolution extending the effective date of this Resolution, which it will do only after receiving a specific request for such action from the Company, accompanied by an explanation of the reason why the Project has not proceeded prior to the date of the letter . ADOPTED by the Board of Directors oft he W- Economic ' County 31s+a0 Enterprise Corporation this 34th day oAugust, 1984 . B OF DIRECTORS ING COUNTY ECONOMIC ENTE ISECO ORAT ON r Paul Isaki President [SEIAZ: tt t : R bert V. Cowa , Jr . Secretary -6- 082884/48901 SECRETARY' S CERTIFICATE I , Robert V. Cowan, Jr . , Secretary of the King County Economic Enterprise Corporation, hereby certify that the foregoing is a full , true and correct copy of a Resolution duly adopted at a special meeting of the Board of Directors of said public corporation dilly held at the regular meeting place 31,A 7D'k thereof on the 10th day of August, 1984 , of which meeting all of the members of said Board of Directors had due notice, including compliance with the Open Public Meetings Act, RCW 42 .30 , and at which a quorum was present; and that at said meeting, said Resolution was adopted by the following vote: AYES: Mr. Lansing, Ms. Tatalias, Mr. Isaki NOES : ABSENT: Mr. Bender, Mr. Douglas ABSTAINING: I further certify that I have carefully compared the fore- going with the original minutes of said meeting on file and of record in my office; that said Resolution is a full, true and correct copy of the original Resolution adopted at said meeting and entered in said minutes; and that said Resolution has not been amended, modified or rescinded since the date of its adop- tion, and is now in full force and effect . WITNESS my hand and the sealf the King County Economic 31A Enterprise Corporation this day of August, 1984 . Robert V. Cowan, J Secretary [SEAL; EXHIBIT A -For Corporation/County Use Only- Relating to Application No. 84 " Z Name of Applicant Nor tuna GIQ 5s , Date of Application 8110 y IDEMNIFICATION AND COMPENSATION AGREEMENT THIS AGREEMENT, entered into as of the gth day of AUGUST between the King County Economic Enterprise Corporation created by King County, Washington (the "County"), under the provisions of RCW Ch. 39.84, as amended (herein called the "Corporation"), and F.L. HARTUNG GLASS COMPANY, INC. OR AN AFFILATE CORPORATION (herein called the "Applicant"), in connection with the application for industrial development bond issuance submitted on AUGUST 9. 1984 by the Applicant to the Corporation. Section 1. Background. The Corporation has entered into an agreement with the y. Under the agreement, the County performs certain services for the Corporation including, among others, reviewing applications for industrial development bond financing and assisting the Corporation in the issuance of nonrecourse revenue bonds and servicing, if any, required subsequent to the issuance of such bonds. Section 2.. Services to be Provided-by Corporation/County. The County on behalf of the Corporation, has recieved the Applicant's application for the financing of an industrial development facility (the "Project"). If the County and bond counsel determine that such application may be approved, bond counsel will prepare a resolution for consideration by the Corporation (the "Official Action Resolution"). The County will assist in preparation and presentation of -1- the Official Action Resolution. Subsequent to the adoption of the Official Action Resolution, the County and the Corporation will cooperate with the Applicant , its underwriter, banker, and counsel in arranging for the financing of the Project through the issuance of nonrecourse industrial development bonds of the Corporation (the "Bonds"). The County and the Corporation have no authority or responsibility to assist in locating a purchaser for the Bonds. Section 3. Fees and Expenses. A Nonrefundable Application Fee. At the time of submitting its applica- tion for industrial development bond issuance, the Applicant shall pay a Nonrefundable Application Fee based on the following schedule: Principal Amount Of Bonds Requested Application Fee $0 - $1,000,000 $1,000 $1,000,001 - $8,000,000 $1,000 plus .05% of principal amount Over $8,000,000 $5,000 In addition to the Nonrefundable Application Fee, the Applicant shall pay the Corporation for all expenses, direct or indirect, incurred by the Corporation in administering and servicing the application to the extent such fees exceed the Nonrefundable Application Fee accompanying the application. Such expenses shall be paid within fifteen (15) days of billing by the Corporation. It is the intention that the Applicant must reimburse the Corporation for all expenses of administering and servicing the application, including bond counsel fees, if applicable, whether the application is granted or denied to the extent that the Nonrefundable Application Fee does not cover such expenses. In addition, the Applicant shall pay all costs, direct or indirect, -2- t resulting from the issuance of the Bonds, including, but not limited to, the following items: (i ) fees of bond counsel ; (ii ) fees of financial consultants or bond underwriters; (iii ) costs of printing and execution of bonds; (iv) fees of engineers, economists or other special consultants in connection with the issuance of the Bonds; (v) fees of trustee; (vi ) fees of local counsel ; and (vii ) travel expenses of the Directors and staff if travel is required or requested by the Applicant. The Corporation and/or the County will , upon request, provide or cause to be provided to the Applicant any data or information which may be reasonably required to verify any of the costs and expenses and fees enumerated above. To the extent that the costs, expenses and fees enumerated above are not or may not be paid or reimbursed from the proceeds of the Bonds, the Applicant shall pay the same within fifteen (15) days of billing. B. Annual Service Fee. In addition to the fees above mentioned, the Applicant shall pay to the Corporation for servicing the account, an Annual Service Fee. The Annual Service Fee shall be determined as follows: 1. One-tenth of. one percent (1/10%) of the outstanding principal balance of unredeemed Bonds on each anniversary date of the issue, payable in advance, com- mencing with the date of issuance of the Bonds and on each anniversary date thereafter. Such fees shall cover the annual costs of the Corporation. These costs shall be for Directors' meetings and costs (including Directors' insurance) , staff costs, if any, auditing fees and costs, and any and all other general expenses of the Corporation. The costs shall be divided per capita -3- among the various applicants for financing and shall be billed from time to time by the Corporation as costs are incurred. 2. In addition, the Applicant shall pay any and all costs attributable specifically to the outstanding Bonds. Such costs will be billed from time to time as the costs are incurred. 3. The foregoing fees and reimbursement of costs and expenses shall be paid within fifteen (15) days of billing by the Corporation. Section 4. Idemnification. The Applicant agrees that it will at all times idemnify and hold harmless the Corporation and the County against all losses, costs, damages, expenses and liabilities (collectively referred to herein as "Losses") of whatsoever nature (including but not limited to attorneys' fees, litigation and court costs, amounts paid in settlement, and amounts to discharge judgments) directly or indirectly resulting from, arising out of, or related to one or more Claims, as hereinafter defined, even if such Losses or Claims, or both, directly or indirectly result from, arisen out of, or relate to or are aserted to have resulted from, arisen out of or related to, in whole or in part , one or more negligent acts or omissions of the Corporation and/or the County or its or their officers, commissioners, employees, agents, servants or any other party acting for or on behalf of the Corporation and/or the County. The term "Claims" as used herein shall mean all claims, lawsuits, causes of action, and other legal actions and proceedings of whatsoever nature, including but not limited to claims, lawsuits, causes of action, and other legal actions and proceedings, involving bodily or personal injury or death of any person or any damage to property (including but not limited to persons employed by the Corporation and/or the County, the Applicant or any other person and all property owned or claimed by the Corporation and/or the County, the Applicant, any affiliate of the Applicant or any other person) or involving damages -4- relating to the issuance, offering, sale or delivery of the Bonds brought against the Corporation and/or the County or to which the Corporation and/or the County is a party, even if groundless, false or fraudulent, that. directly or indirectly result from, arise out of or relate to the design, construction, operation, use, occupancy, maintenance or ownership of the Project or any part thereof or from the issuance, offering, sale or delivery of the Bonds or the terms or covenants thereof. The obligations of the Applicant shall apply to all Losses or Claims, or both, that result from, arise out of, or are related to any event , occurrence, condition or relationship, whether such Losses of Claims, or both, are asserted. Neither the Corporation nor the County will be liable to the Applicant for, and the applicant hereby releases the Corporation and the County from all liability for, all or any part or parts of any Losses or Claims occurring as a result of injuries , damages or destruction by or to any property owned or claimed by the Applicant, which losses or claims directly or indirectly result from, arise out of or relate to the design, construction, operation, use, occupancy, maintenance or ownership of the Project or any part thereof, even if such injuries , damages or destruction directly or indirectly result from, arise out of or relate to, in whole or in part, one or more negligent acts or omissions of the Corporation and/or the County or its or their officers, directors, employees, agents, servants, or any other party acting for or on behalf of the Corporation and/or the County. The Corporatin shall reimburse the Applicant for payments made by the Applicant to the extent of any proceeds, net of all expenses of collection, actually received by the Corporation .from any insurance with respect to the loss sustained. The Corporation shall have the duty to claim any such insurance proceeds and the Corporation shall assign its rights to such proceeds, to the extent of such required reimbursement, to the Applicant. In case any action shall be brought against the Corporation in -5- I • r respect of which indemnity may be sought against the Applicant, the Corporation shall promptly notify the Applicant in writing, and the Applicant shall have the right to assume the investigation and defense thereof including the employment of counsel and the payment of all expenses. The Corporation shall have the right to employ separate counsel in any such action and participate in the investigation and defense thereof, but the fees and expenses of such counsel shall be paid by the Corporation unless the employment of such counsel has been authorized by the Applicant. The Applicant shall not be liable for any settlement of any such action without its consent but, if any such action is settled with the consent of the Applicant or if there be final judgement for the plaintiff of any such action, the Applicant agrees to idemnify and hold harmless the Corporation and the County from and against any losses by reason of such settlement or judgement. The provisions of this section shall survive the expiration or termination of this Agreement. Section 5. Tax Payment and Idemnification. The Applicant hereby agrees to pay directly and/or to reimburse the Corporation for any and all taxes, assessments , licenses, fees, charges and other impositions levied, assessed or imposed by local , state or federal authorities against the Applicant or the Corporation based upon the activity of issuing the Bonds or which are measured by such Bond financing. Further, Applicant agrees to pay in full before delinquency all taxes, assessments , licenses, fees, charges, or other imposi- ition that may now or hereafter be levied, assessed or imposed by local , state, or federal authorities against the Applicant, the Applicant's activities in Washington, the Project or against the Applicant or the Corporation resulting from administration or payment or service of the Bonds including without limita- tion the current business and occupation tax of the State of Washington and its political subdivisions. The Applicant, upon request, will exhibit to the { -6- Corporation official receipts therefor. On default under this Agreement, the Corporation may, at its option, pay out of any unencumbered funds accumulated under the Bonds, any such sums without waiver of any other right of the Corporation which accrued by reason of such default of the Applicant; the Corporation shall not be liable to the Applicant for failure to exercise any such option. Upon payment by the Corporation of any such amount, the Applicant shall promptly reimburse the Corporation, and the Applicant hereby agrees to idemnify and hold the Corporation harmless from any interest, penalty, or other charge, as well as payment of the principal amount, that may be assessed as a result of the default of the Applicant in payment of such tax or other charge. In the event of the passage after the date of the Bonds of any federal state or local law for the purpose of imposing a tax, assessment, charge, license or fee on the Bonds or measured by the Bonds or changing in any way the law now in force for the taxation of the bonds, the debt evidenced thereby, the security for such debt or the manner of collection of any such tax so as to adversely affect the Corporation, then and in such event the Applicant shall bear and pay the full amount of such a tax or other charge; provided, however, that if a federal or state tax is assessed against the Corporation upon or measured by the Corporation's net income from the issuance of industrial deve- lopment bonds, such income tax shall be the responsibility of and be paid by the Corporation. Section 6. Federal Tax Information. The Applicant covenants and agrees to furnish to the Corporation not later than five (5) days before the adoption of the final bond resolution with respect to the Bonds, a fully completed Internal Revenue Service Form 8038, signed by the preparer thereof, with respect to the Bonds. The Applicant further covenants and agrees that it or its agent will have the primary responsibility as between or among any preparers for the -7- overall substantive accuracy of the preparation of the Form 8038. The Applicant will hold harmless the Corporation, Bond Counsel , and any purchaser or holder of the Bonds, against all consequences of any material misrepresentation in or material omission from such Form 8038. Section 7. Termination. If twelve (12) full calendar months shall have elapsed following the date on which the Project was first placed in service as that term is defined in U.S. Treasury Regulation 1.103-8(a)(5)(v) and the Applicant shall not have designated a purchaser of Bonds and recommended terms for the Bonds, the Corporation shall have the right to give written notice by postage prepaid, certified or registered mail to the Applicant at the address set forth in Exhibit "A" hereto, and if the Applicant at the address set forth in Exhibit "A" hereto, and if the Applicant shall not have designated a purchaser and recommended terms of the Bonds within thirty (30) days after giving of such notice then the Corporation may unilaterally terminate this Agreement without any liability by it to the Applicant. So long as no Bonds have been issued and remain outstanding, the Applicant may unilaterally terminate this Agreement without liability by it to the Corporation and/or the County (except for amounts due and owing by it to the Corporation and/or the I -8- County at the time of termination which shall be paid by the Applicant to the Corporation at the address set forth in Exhibit "A" hereto specifying therein the date of termination which may be the date of notice). IN WITNESS WHEREOF, the King County Economic Development Corporation has caused its name to be hereunto subscribed and F. L . Nor tun Q G toss Co. Inc. has executed this document as of the year and date first above written. KING COUNTY ECONOMIC DEVELOPMENT CORPORATION By President Board of Directors APPLICANT By: Title: PRESIDENT Name of Applicant: F.L. HARTUNG GLASS COMPANY, INC. OR AN AFFILATE CORPORATION -9- EXHIBIT "A" ADDRESS OF CORPORATION: King County Economic Enterprise Corporation c/o King County Office of Finance King County Administration Building 500 Fourth Avenue Seattle, Washington 98104 Attention: Robert V. Cowan, Jr. ADDRESS OF APPLICANT: 3635 'II-IORNDYKE AVENUE W SEATTLE, WASHINGTON 98119 Attention: NICK SCIOIA, PRESIDENT i -10- EXHIBIT B AGREEMENT TO ISSUE BONDS THIS AGREEMENT is made as of August 30 , 1984 , between King County Economic Enterprise Corporation, a public corporation and an authority and instrumentality (within the meaning of those terms in the regulations of the United States Treasury and the rulings of the Internal Revenue Service prescribed pursuant to Section 103 of the Internal Revenue Code of 1954 , as amended) acting on behalf of King County pursuant to Laws of 1981 , Chapter 300 , together with any subsequent laws author- izing the issuance of revenue bonds for the purposes described below (the "Act" ) , together with any successor to its duties and functions (the "Issuer" ) , and F.L. Hartung Glass Co. , Inc . , a Washington corporation authorized to do business in the State of Washington, together with any affiliate, successor or assign to its rights and duties hereunder (the "Company" ) , for the purpose of carrying out the public purposes set forth in the Act . W I T N E S S E T H: WHEREAS, the Issuer is authorized by the Act and King County Ordinance No . 6628 to finance industrial development facilities, as set forth in the Act and to issue its revenue bonds for the purpose of financing the cost thereof and related costs; and 082884/48941 WHEREAS, the Issuer has determined that the acquisition and construction of industrial development facilities by the Com- pany within the boundaries of the Issuer ( such industrial development facilities being more fully described in the Application for Industrial Revenue Bond Financing of the Company attached hereto as Exhibit A and herein called the "Project" ) , will facilitate economic development and employment opportunities and will be consistent with the public purposes set forth in the Act; and WHEREAS, the Issuer and the Company desire to cooperate in the financing of the Project and to have the costs of the Project financed from the proceeds of revenue bonds of the Issuer (herein called the "Bonds" ) to be issued pursuant to the Act in an aggregate principal amount not to exceed $1 , 000 , 000 ; and WHEREAS, it will be necessary for the Issuer to appoint nationally recognized bond counsel to assist in issuing the Bonds and to render an opinion; and WHEREAS, the Issuer and the Company contemplate that the Project will be constructed by the Company, financed through a loan from the Issuer to the Company, and that the payments to the Issuer on such loan together with other moneys available shall be sufficient to pay debt service on the Bonds and all related costs; NOW, THEREFORE, in consideration of the premise and other 3eod and valuable consideration and of the Mutual benefits , -2- 082884/48941 covenants and agreements herein expressed, the Issuer and the Company agree as follows : 1 . Construction . The Company will be solely responsible for the acquisition and construction of the Project , and the Company will provide, or cause to be provided, any necessary interim financing to permit the acquisition and construction of the Project to commence and continue expeditiously pending the issuance of interim and/or permanent Bonds . 2 . Loan to Company. The Company shall enter into a loan agreement or agreements (herein called the "Loan Agreement" ) with the Issuer for the loan to the Company of the proceeds of the Bonds then issued, and under which the Company will agree to make periodic payments sufficient to pay the principal of , premium, if any, and interest on the Bonds . 3 . Sale of Bonds , Security. The Issuer will use its best efforts to issue, sell and deliver , pursuant to the terms of the Act , the Bonds for the purpose of financing the costs of the Project, in .each case only upon designation by the Company of the purchaser(s) or underwriters(s) thereof , such Bonds to be in the principal amount , to mature in such amount and times , to bear interest at such rate or rates and to be payable on such dates and to have such optional and mandatory redemption features and prices as are determined by the Board of Directors of the Issuer or any successor governing body (the "Board of Directors" ) and approved in writing by the Company. It is -3- r . • s I 082884/48941 understood by the parties hereto that reference above to "best efforts to . . . sell" does not obligate the Issuer to participate in any way in the marketing of the Bonds . The Issuer further agrees that it will use its best efforts to enter into the Loan Agreement and, if required, an agreement (or assignment and/or indenture of trust) with a bank or trust company, qualified to exercise trust powers where necessary, for the purpose of providing periodic payments sufficient , with other amounts available, to pay the principal of , premium, if any, and interest on the Bonds as they become due and pledging or otherwise securing the payment of such periodic payments for the benefit of the holder(s) of the Bonds . The principal of , premium, if any, and interest on the Bonds issued by the Issuer shall be secured by a pledge of unexpended bond proceeds and the revenues and receipts received by the Issuer from the Project funded by the Bonds . Pursuant to the Loan Agreement , the Company shall agree to make payments to provide sufficient revenues to pay -( 1) the principal of , premium, if any, and the interest on the revenue bonds proposed to be issued to finance the Project; (2) subject to the approval of the Company, the amount necessary to be paid each year into any reserve funds which the Issuer considers advisable to establish in connection with the retirement of the proposed bonds and the maintenance of the Project; and (3 ) unless the terms of the Loan Agreement provide that the Company shall maintain the Project and carry -4- 082884/48941 all proper insurance with respect thereto, the estimated cost of maintaining the Project in good repair and keeping it properly insured. The Issuer will cooperate to its fullest extent in consummating the transactions so contemplated and in attempting to realize the desire of the parties hereto that interest on all Bonds be exempt from federal income taxation. 4 . Bonds to be Special Obligations . The Issuer shall have no financial responsibility with respect to the Project , the Bonds or the costs associated with either , and the Bonds shall be limited obligations of the Issuer and shall never constitute a general obligation, indebtedness or pledge of the credit of the Issuer within the meaning of any constitutional or statutory limitation and shall not constitute or give rise to a charge against the general credit or taxing power of the Issuer or any pecuniary liability of the Issuer . The Bonds shall be payable solely from either the revenues derived as a result of the Project funded by the revenue bonds, including, without limitation, amounts received under the terms of any financing document or by reason of any additional security furnished by the Company in connection with the financing of the Project , and/or money and other property received from private sources . Each bond shall contain a statement to the following effect : Neither the State, King County, or any other munici- pal corporation, quasi-municipal corporation, subdivi- sion, or agency of the State is obligated to pay the -5- 08288 /48941 principal of , premium, if any, or the interest on this Bond; no tax funds or governmental revenue may be used to pay the principal of , premium, if any, or the interest on this Bond; and neither any or all of the faith and credit nor the taxing power of the State, King County, or any other municipal corporation, quasi-municipal corporation, subdivision, or agency thereof is pledged to the payment of the principal of , premium, if any, or the interest on this Bond . 5 . Conditions of Issuance. The Bonds shall be issued at one time in a single issue in such aggregate principal amount as the Company shall request ; provided that it shall be a condition to the issuance of the Bonds that (a) the Issuer and the Company shall have first agreed to mutually acceptable terms for the Bonds and of the sale and delivery thereof and mutually acceptable terms and conditions of the Loan Agreement, (b) all requisite governmental approvals , including those required by the Act, shall have first been obtained, and (c), the Issuer be in receipt of an opinion or opinions from underwriter ' s counsel or bond counsel to the effect that repre- sentations and findings that the Issuer is required by law to make can properly be made with respect to the Project . It is further agreed that the proceeds of the Bonds shall not be invested so as to constitute any of the Bonds as arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954 , as amended, and applicable regulations promulgated pursuant thereto . 6 . Use of Proceeds.. The proceeds of the Bonds of such issue shall be used solely for the making of a loan in the -6- ' 9 082884/48941 amount of all or part of the project costs , as defined in Section 7 below, and shall be disbursed in such manner and under such restrictions , if any, provided in the resolution authorizing the issuance of the Bonds or in the trust indenture securing the Bonds . If the proceeds of the Bonds exceed the cost of the Project , the surplus shall be deposited to the credit of the debt service fund for the Bonds or used to purchase Bonds in the open market . 7 . Costs to be Financed. The costs of the Project may include those costs enumerated in the Act as "Project costs . " 8 . Bond Counsel . The Company and the Issuer agree that the Issuer will appoint Perkins, Coie, Stone, Olsen & Williams, a nationally recognized bond counsel firm, as bond counsel in connection with the issuance of the Bonds . Bond counsel ' s fee will be paid by the Company in an amount to be agreed upon between the Company and bond counsel . 9 . Termination. The Company may unilaterally terminate this Agreement without liability to the Issuer except for amounts due and owing by the Company under the Indemnification and Compensation Agreement dated as of August 9 , 1984 between the Issuer and the Company (the "Indemnification and Compensation Agreement" ) . 10 . Purpose and Effect . The Bonds are to be issued, sold and delivered under authority of the Act and all related actions and documents shall be in conformity therewith. The -7- ~ 082884/48941 Issuer intends this Agreement to Issue Bonds to be its official binding commitment , pursuant to the terms hereof , to use its best efforts to issue the Bonds up to $1 , 000 , 000 aggregate principal amount . The terms and provisions of this Agreement to Issue Bonds is supplemental to any covenants contained in the Indemnification and Compensation Agreement . In the event of a conflict , the terms of the Indemnification and Compensation Agreement shall prevail . The Issuer considers this Agreement to be an official action of the Issuer , acting by and through the Board of Directors, toward the issuance of the Bonds in accordance with the purposes of the Act and Section 1 . 103-8(a) (5) ( iii) of the Federal Income Tax Regulations . KING COUNTY ECONOMIC ENTERPRISE CORPORATION (SEAL) By Paul Isaki President Attest : By Robert V. Cowan, Jr . Secretary F. L. HARTUNG GLASS CO. , INC. By Nick Sciola President _8_ EXHIBIT A* KING COUNTY ECONOMIC ENTERPRISE CORPORATION APPLICATION FOR INDUSTRIAL REVENUE BOND FINANCING Please complete and sign this Application and submit 10 copies to: King County Economic Enterprise Corporation c/o Robert V. Cowan, Jr. Secretary King County Administration Bldg, Room 611 500 Fourth Avenue Seattle, WA 98104 1. Name of Applicant. F.L. HAR'IM GLASS OOMPANY, INC. or an affilate Corporation 2. Form of organization (corporation. partnerships sole proprietorship, etc.) Corporation 3. State of incorporation. Washington 4. Mailing address and telephone number. P.O. Box 9098, Seattle, WA 98109 Telephone Number (206) 283-8230 In State of Washington. At headquarters, if different. 5. Contact person for this project (name, title, address and telephone number). Richard W. Jamieson C.P.A. -F.7-.7-ox _ Seattle. WA 98109 TP1PPhnnP Number (206) 2RI-8?-40 6. Real Estate Officer (name, title, address and telephone numer). NONE 7. Chief Financial Officer (name, title, address and telephone number). NONE r 8. Principal Executive Officers (name, title, address and telephone number). Nick Sciola President ' -T.'0-- Box Seattle WA 98109 TPI Pn}1nnP M },or 06 283-8230 ,9. Applicant's certified public accountants (name, address and telephone number of firm and individual responsible accountant). IMCHE ROSS AND COMPANY 1111 IHIRD AVENUE EATrLE. WA 206 292-1800 Mr. David Odegard 10. Applicant's commercial banker (name, address and telephone number of law firm and responsible bank officer). PEDRXS NATIONAL BANK P.O. BOX 80097 5LX171LEv WA 9806 (206)344-5098 Mr. Eli Mackey, Jr- 11. Applicant's legal counsel (name, address and telephone number of law firm and responsible attorney). PERKINS, COIE, S'I1ONE, OLSEN & WILLIAMS 1900 WASHINGTON BUILDING 682-8770 Mr. Wayne Booth 12. Applicant's selected bond counsel (firm name and responsible attorney). Bond counsel must be selected from the King County Economic Enterprise Corporation's list of approved bond counsel . SEE ABOVE QUESTION # 11 13. Identity of Prospective Bond Purchaser or Underwriter (name, address and telephone number and principal contact for this potential industrial revenue bond issue). SEE ABOVE QUESTION # 10 B. Application Information The applicant submits the following information and any attached documentation to the King County Economic Enterprise Corporation (the "Corporation") for its review in determining whether to issue industrial development bonds for the proposed project described herein. The undersigned officer of the applicant certifies that he/she is familiar with the project, is authorized by the applicant to provide the following information with respect to it, and that such information is true and correct to the best of his/her knowledge. The undersigned agrees to advise the Corporation of any changes in the information provided and to respond to additional inquiries by the Corporation prior to any issuance of bonds. (Please attach additional pages if necessary for any answer.) 1. Identity of Principal User of the Project. 1.1. Give the name of the corporation, partnership or other person or entity that will be the purchaser or lesseg of the project (the "company"). F.L. HARTUNG GLASS COMPANY ` INC. or an attilate Corporation -2- 1.2. Name each and every corporation, partnership, entity, individual or group of family members to which the company - is related (a -through a parent-subsidary relationship, (b;-through a control relationship involving the ownership of more than 50 percent in value or voting power of the company's stock or (c)-through a partnership or joint venture regardless of the percentage interest in capital or profits. Each person or entity identified in (a) - (c) is designated a "related person" for purposes of this application. S & K INDUSTRIES. INC. . HARTIING_ Ar.A1 TTF GI A,.gq ff1AP_ANY_ TN.=---mss 1.3. Give a brief narrative of the company's history, including length of time in business, type of business in which engaged, and major suppliers and customers. Include the company's Standard Industrial Classification (SIC) Number, if known. SEE ATTACHMENT 1.4. List other plant locations. 3635 THORNDYKE AVENUE W - SEATTLE. WA, SEAT11EI WA 1.5. If the applicant is different from the company which will be the principal user of the project, please identify the relationship betweeen the applicant and the company._ N/A 1.6. State whether the company is listed on any securities exchanges and, if so, identify the exchange(s). NOT LISTED 1.7. State whether the company is registered under the Securities Exchange Act of 1934 and, if so, attach copies of the company's annual report to shareholders for the three most recently completed fiscal years of the company. NOT RBGISTERID 1.8. If the company is not listed on any securities exchange give the names and addresses of all stockholders who hold 10% or more of the company's issued and outstanding stock. SEE ATTACHMMT 1.9. Show the type and amount of existing bonded or institutional indebtedness of the company and identify and summarize all co- venants and commitments contained in existing loan agreements, mortgages, indentures and other instruments that restrict the freedom of the company to incur debts, create liens or convey assets. SEE ATTAQlMERT -3- ' 1.10. Please attach audited financial statements for the three most recently completed fiscal years of the company. SEE ATTACHMERT 1.11. Outline the company's capacity and program, including projected cash flows, to service revenue bond debt that would arise from the proposed project. SEE ATTACHMM 1.12. Identify the institution (bank, underwriter firm or insurance com- pany) which has indicated interest in purchasing the bonds when issued, and attach correspondence from that institution confirming such interest. Peoples National Bank of Washington the Bonds. See attached letter) CN 2. Description of Proposed Project. T.I. Briefly describe t e proposed project for which revenue bond financing is requested, including its functions and principal com- ponents. (Please attach a copy of any capital job request or other summary prepared for the company's internal use). Also, if financing for pollution control facilities is requested, please give details on the type of pollution and methods of control . 2.2. State whether the project will be located wholly within the boun- daries of any incorporated jurisdiction, and give the proposed location of the project, including street address or other common designation and legal description. 581 MANDER BOULEVARD WA 98188 2.3. With respect to timing of the proposed project, 2.3.1. give the target date for commencement. September 1 1984 2.3.2. give the target date for completion. June 30, 1985 2.3.3. give the intended owner of the site and the date on whicn the site was or will be acquired. Leasehold inte t e project involves phased eve opement, please explain. N/A 2.4. State whether the project is a new facility, an addition to an existing facility, or a replacement or renewal of an existing facility. If the project is an addition to, or a replacement or renewal of an existing facility, please describe the existi.ng facility and explain the addition, replacemeryt or renewal in detail . Modify existing warehouse space listed at L2 above to permit fabrication of shower dnnr and h th pr+r 1 nctrpr -4- 2.5. Describe in general how the project will contribute to economic developement in King County and in the State of Washington. (See also item 4.4 following). SEE ATTACHMENT 3. Costs of Proposed Project. ■ 3.1. Specify, by principal components, the current estimates of the costs for the acquisition and construction of the project, Including the cost of: Land _ Site preparation ' Leasehold interest Utilities (on or off site) ' Mater $ 10,000.00 Electricity 40,000.00 Gas Sewer Other u tots ) $ 55,000.00 3.1 (Continued) Building(s) a =��� Equipment _------- Interest and taxes during construction _ •� Professional fees . Architect $ Engineering b Planning Surveys Legal (Subtotal ) S_ Financing Prepaid expenses, including rent Commitment fees and deposits Other (describe) Total Net Bond Proceeds $. 1,000i .00 3.2. Describe purchases, preparatory work or progress on construction, if any, made to date toward acquisition and construction of the project, giving dates and amounts of costs ipcurred and whether or not paid at this time. NONE TO DATE -5- 3.3. If the price+ fee or other charge of any seller of real estate or personal property or of any contractor, subcontractor or supplier of goods, services or equipment for the project who is related, directly or indirectly, to the company is to be financed out of t P + he bond proceeds, identify the person and the relationship, the nature of the item the person's anticipated profit, and the date that person first paid incurred any expenses in connection with the transaction._ N/A 4. Requirements and Effects of Proposed Project. 4.1. Site Re uirements (or description if existing) eograp c area/location _SEE OIJES"I'ION # 2-2 ABCVE 4.1.2. Type of project (e.g., manufacturing of aircraft parts), describe in detail Assembly and fabrication of shower door and tub en 1 nm Tres 4.1.3. Size (acreage) Existing building approximately acres. 4.1.4. For new construction: 1. Soil conditions (loading weights) N/A Transportation needs (truck, rail , air, water N/A . Parking lot Size (number of cars or trucks) N/A Improvements - Existing 4.2.1. Office size 3,000 square fee 4.2.2. u d ng size-40,000 square-feet 4.2.3. Ta—rd storage NONE 4.2.4. 'Varking area size Tdisregard if answered above) Existing lot for 40 automobiles and 8.semi-tr+k- s -6- Utilities/Energy Requirements 4.3.1. Give amount of water required (volume, quantity) 500 gallons per month 4.3.2. Dunt an type o ue requ re or processing an space heating: (KWH, voltage, vaults, underground tanks)_ SEE QUEMONS # 4.3.3 BELjCW 4.3.3. ount o -electrical power required , voltage) 480 Volt, 3 Phase, 1400 Amp, 60 Hertz 4.3.4. Waste (solid, qU Minimal glass ggadimant_ frim fghriration. process Filtered, QQ11 Pr tori AM Ai cr,nc _ 4.3.5. Toxic or hazardous materials type, quantity, and method of handling) NONE 4.3.6. Identify other anticipated demands on public utilities and services (streets, sewer, parks, police, etc.) NONE 4.3.7. Does the project meet the requirements of the King County Energy code adopted pursuant to Ordinance 4753. Not applicable in incorporated ar as 4.3.6. -Impact on ng County7ax ase: Additional State of Washington sales and/or business b occupation taxes to be generated by the proposed project. SEE Q=ON # 2.5 ABOVE - Additional ona real property taxes to be generated by the pro- posed project. NONE Other taxes to be generated Ty the proposed project._ King County personal property taxes on equipment Mmchase 4.4 Labor and operations X-.r. ota number in company, TWEMY 4.4.2. How many new permanent jobs will the project create in King County? FIVE NEW - State of Wash1ngton7 4.4.3. oca res--(n umer Y at proposed project. FIVE NEW AND TWENTY STTNG 4.4.4. Transfer personnel (number) at proposed project. TWENTY 4.4.5. tonstructi-on-related jobs* NONE 4.4.6. -SecondaryVsp-in-off jobs. Please exp a n. NONE -7- 4.4.7. Will the project involve relocation of operations now con- ducted in existing facilities elsewhere? If so, please explain. SEE AZTACHMENr, QUESTION # 2.1 4.4.8. Approximate number of positions in each labor category at proposed project (clerk, assembler, machinist, etc.) SUPERVISOR - 1 ASSEMBLERS - 19 4.4.9. Number of shifts and employee per shift. ONE SHIFT OF ZWERN FIVE EMPLOYEES 4.4.10. Any special a or requirements. NO 4.4.11. if so, in what categories? N/A 4.4.12. Describe efforts to hire employees trained by local man- power programs.In 1983 we have used several employees from the Mil ionaire Club. 4.5 Shipeinuctivity Source of raw material or commodity utilized in production process at proposed project. National glass manufacturers 4.5.2. Export volume NONE 4.5.3. Import volume NONE 4.5.4. Use of marine or commercial aviation facilities app - cable) N/A 4.5.5. Number of trucks per day each way Approximately 40.000 pounds of materials are received and shipped weekly. 4.5.6. Number of rail cars per day each way, One rail car received every two months. 4.5.7, TUTMpated main access routes Strander Boulevard West Valley Highway 4.6. Zoning/Land Use Policies low 4.6.1. Will an environmental impact statement be required for the project? NO If so, please describe status. 4.6.2. Please describe the accommodation proposed for a t ona parking traffic. Existing spare is sufficAmt - SEE ABOVE `. QUESTION # 4.2. 4.6.3. Please describe other neighborhood impacts. NONE ANTICIPATED -8- 4.6.4. Is the project consistent with municipal zoning ordinances or the King County Zoning Code? YES 4.6.5. ave building perm is een o to ne Mldinz permits are nota livable since financing is uipnent. if not, w en 5. Other Possible Principal Users. 5.1. Name any tenant, sublessee or other occupant that will occupy 10 percent of the gross or net rentable space of the project or for whose rent for its space for any year will or may equal 10 percent of the gross rent receivable by the company for that year. (Count tax reimbursement, escala- tion charges and common area payment, if any, as rent.) N/A 5.20 Identify each tenant, or other occupant that is or may be obligated to pay contingent rent for any year in any amount. N/A 5.3 Name each and every related person identified in Section 1.2 that owns or has a right to occupy any facility located in the jurisdiction or a contiguous jurisdiction, and give the nature and location of its facility._ NONE 5.4 Identify any purchaser of goods or services to be produced at the proposed-project who will or may contract to purchase more than 10 percent of the project's production, and describe the contractual arrangement with the purchaser. NONE 6. Prior Exempt Small Issue. If any prior industrial revenue bonds have been issued to finance any facility that is now used by the company or other principal user or a related person, identify the facility, the date of issue of the bonds, and the original amount and present balance of the prior bond issue. N/A -9- APPLICATION DATED: _ AUGUST 9 1984 APPLICATION FEE ATTACHED: YES XX NO AMOUNT $1. )00.00 INDEMNIFICATION AND COMPENSATION AGREEMENT ATTACHED:* YES= NO TEN (10) COPIES SUBMITTED: YES_ NO CHIEF EXECUTIVE OFFICER'S NONDISCRIMINATION CERTIFICATION ATTACHED: YES N_. SIGNED: Name of Applicant: F. L. HARTUNG GLASS COMPANY, INC. OR ANAFMATF TION By (Signature) Title PRESMENr Typed Name NICK SCIOLA *The King County Economic Enterprise Corporaton requires that the Applicant enter into an Indemnification and Compensation Agreement with the Corporation. The Agreement is a part of the Information and Application Package. f -10- NONDISCRIMINATION POLICY King County Ordinance 6628, which creates the King County Economic Enterprise Corporation, requires that firms receiving revenue bond financing not engagein discriminatory employment practices. In order to comply with this policy, the Corporation requires the Applicant's Chief Executive Officer to certify that the Applicant engages in nondiscriminatory employment practices. The certification below must be completed and signed in order for the application to be processed. CHIEF EXECUTIVE OFFICER'S CERTIFICATION I, NICK SCIOLA the PRESIDENT . (Name of ChiefExecutiveofficer) (Title) of F.L. HARTUNG GLASS hereby certify that the (Applicant Firm ame CORPORATION applicant firm has a nondiscrimination policy. I further certify that applicant firm does not discriminate in employment against any person on the basis of race, color, creed, national origin, sex, age, marital status, or the presence of any mental , physical , or sensory handicap, and complies with R.C.W. 49.60, Title VII of the Civil Rights Act of 1964 and other applicable federal and state laws regarding nondiscrimination in employment. mom (Si gn ture NICK SCIOLA XpeName) PRESIDENT (Title) F.L. HARTUNG GLASS COMPANY9 INC. OR AN AFFTIATE (Name ot Applicant) CORPORATION AUGUST 9 1984 (Date) -11- • i i 1 i � i r d _ M -0 O -0 .0 .p �00 n m papy� n P. N 1 i I 'f• i� �� � � in i :n n i ! .0 j In P it :a .. .. OD h I I o 1 A A 1 o N n a M i V V IR in 0 CD aao apo O .0 � I n M 0, N 06 I cq pp aWpp n i�i ti apo of Q {�j •�ZS � 2S ZS � n `r 2S o n ?5 � �' � . > 1 N n P If1 .0 04 P P pp 1 ATMatzmTS TO APPLICATION INDUSTRIAL REVENUE BOND FINANCING 1.3 The F.L. Hartung Glass Company, Inc. was established in 1924 as a wholesaler of flat glass. In 1977 the Company acquired Temperline, Inc., a manufacturer of shower doors and tub en- closures. Primary suppliers are national manufacturers of flat glass. Customers of flat glass include glass retailers and building contractors. Shower and tub enclosures are sold to plumbing suppliers. The SIC code of F.L. Hartung Glass Co., Inc. is 5098. 1.8 S & K Industries, Inc. 17 Bridlewood Circle Kirkland, WA 98033 1.9 Revolving Credit Line of $500,000 with Peoples National Bank; renewable annually as of October 31st. Currently $75,000.00 is used and bears interest payable monthly at the Bank's prime rate. - Bank maintains a blanket filing over the Companies trade accounts receivable and inventory. - Affirmative covenants include: - Financial statements provided for the Bank - Adequate insurance maintained - All payments are current - The Company is in compliance with all government regulations - All taxes are paid current Negative covenants include: - Proceeds used for purpose described • - Proceeds not to be used for mergers, acquisitions or invest- ments in other companies - Working capital of $1,000,000.00 - Net worth of $1,500,000.00 - Debt to Equity ratio of 1:1 - Capital expenditure limit of $200,000.00 - No change in Company ownership Term debt of $250,000.00 with Peoples National Bank, payable in monthly installments of $10,950.00 including principal and interest at the Banks prime rate plus 1/2 ti. The debt is gacured by existing fixtures and equipment. ' 1.10 The Company is privately owned and therefore does not have audited financial statements. 1 } y t ATTAwlENTS M APPLICATION INDUSTRIAL REVENUE BOND FINANCING (CONTINUED) 2.1 F.L. Hartung Glass proposes to purchase a glass tempering furance and related equipment to permit in-house tempering and fabrication of shower door and tub enclosure panels fabricated by the Temperline division. The present location of Temperline is inadequate to house this furnace. Consequently, the Temperline division will relocate to an existing facility listed in question 2.2. The receipts from the bond sale will be used to purchase the furnace and supporting equipment and to make modifications and improvements to the facility necessary to operation of the division. 2.5 The project will contribute to economic development in King County and the State of Washington by lowering the manufacturing costs of the Company. This will create a competitive advantage which will lead to expansion of sales of the Company and job creation. In addition, the improved fabricating ability of the Company will de- crease reliance on out-of-state suppliers. Out-of-state competition in final sales will also be reduced. 2 of 2 �Iof r HeoplesBank August 6, 1984 Mr. Nick Sciola, President F.L. Hartung Glass Co., Inc. 3635 Thorndyke Ave. W. Seattle, WA 98119 Dear Mr. Sciola: I am pleased to extend to F.L. Hartung Glass Company, Inc. the following financing proposal for the purchase and installation of a Glass Tempering Furnance a s%.4 re lcL+e.Q Proposed A $1,000,000 undisbursed note available for 6 months (allowing time for installation) . Interest to accrue at 67% of Peoples National Bank of Washington Basic Rate, paid monthly. Fee Loan fee of 1/2X of 1% paid up front. Term A $1,000,000 note payable in monthly installments of principal and interest based on a 7ear amortization. Interest will accrue at 67X of Peoples Y P National Bank Basic Rate. F.L. Hartung Glass Company, Inc. will pay all out-of-pocket fees and expenses related to proper documentation of this transaction. In addition, Hartung will provide a letter satisfactory to the Bank from its Bond Counsel addressing the following issues: .le - F.L Hartung has legal authority to enter into this transaction. - All income received by the Bank from this transaction will be tax exempt. Peoples F'manciwl Center $02 South Lucile Street P.O.Peo:80097 Seattle,WA.98108.0097 �Mr. Nick Sciola Page Two August 6, 1984 I have talked to two law firms one which would act as Bond Counsel and was quoted a fee of approximately $10,000 that would be related to its services. Bank Counsel has given a ball park figure of $5 to $10 thousand depending on the complexity. This offer will expire on August 10, 1984. You may indicate your acceptance of proposal by signing on the appropriate line at the bottom. i eSerely yours, E i Mac ey r. " Vice President EM/vmd F.L. HARTUNG HEREBY ACCEPTS. THE PROPOSAL AS OUTLINED HEREINABOVE: Signatu a Date Tit e , November 16, 1984 Page 3 would be countersigned by Air Via to evidence its approval of the invoice. The Certificate would request that the invoice be paid by or on behalf of Wilmington Trust Company as owner trustee and make appropriate certifications as to the modification work or products covered by the invoice. A suggested form of Officer ' s Certificate is enclosed as Exhibit B1 . Although the Certificate is addressed to both Boeing and Wilmington Trust Company as owner trustee, two signed copies of the Certificate would be sent by Air Via to Boeing in the first instance, and no copy would be sent to Wilmington Trust Company. Boeing as owner participant would review the invoice and the Certificate and, if acceptable, authorize Wilmington Trust Compoany as owner trustee to pay the invoice. It would accomplish this by signing an Authorization and Direction. The proposed form of Authorization and Direction is attached to the Officer ' s Certificate. Boeing, acting as paying agent of the owner trustee, would pay the invoice. It would then confirm payment of the invoice by signing a confirmation of payment addressed to Wilmington Trust Company and Air Via. The proposed form of Confirmation of Payment is likewise attached to the Officer ' s Certificate. Since Boeing will have received two signed copies of the Air Via Officer ' s Certificate and attachments, the second set will be available for Wilmington Trust Company as owner trustee. After making payment of an invoice, Boeing would send the Officer ' s Certificate of Air Via, the Authorization and Direction signed by Boeing as owner participant, and the Confirmation of Payment signed by Boeing as paying agent (together as one stapled set of documents) to Wilmington Trust . Boeing would also execute the Confirmation of Payment attached to the other set of identical documentation it received from Air Via and send the Confirmation of Payment alone to Air Via. The other documents in that set would be retained by Boeing. Each time the owner trustee receives a confirmation of payment from Boeing, it will record the payment as an investment in the trust estate. It would be advisable for Boeing to send a monthly summary of payments to Wilmington Trust to assure that the trustcompany' s records correctly reflect all payments made by Boeing. November 16, 1984 Page 4 We have also provided a separate set of Officer ' s Certificate and related attachments for the Tramco Modification Agreement as Exhibit B2 . These documents are somewhat different from the form of certificate required for the purchase contracts . It seems preferable to have a separate set of documents for the Tramco Modification Agreement to minimize the changes which Air Via would have to make when completing the Certificate. 3 . Amendment to Operative Agreements . The definition of the terms "Modifications" , "Modification Agreement" , and "Modification Agreement Assignment" set forth in the Participation Agreement, the Lease and the Trust Agreement reflect the assumption in September that Air Via would enter into one Modification Agreement with Boeing or another modification center . Amendments are required to expand these definitions to include the Tramco Modification Agreement and all of the purchase orders and purchase contracts . Attached as Exhibits C1 , C2 and C3 are proposed amendments to the Participation Agreement , the Lease and the Trust Agreement . In addition, the Trust Agreement should be amended so that it provides more explicit authorization for the owner trustee to make payment of the Tramco and vendor invoices through a paying agent . This clarification is likewise set forth in Amendment No. 1 to the Trust Agreement . Please let us have your comments on the attached documents at your earliest convenience. We emphasize that Boeing has reviewed only a portion of the enclosed documentation and may have comments on both the documentation and the payment procedures . With best regards, Stuart G. Steingold SGS: lc Enclosures SCHEDULE A Mr . Jack Bland Mr . David A. Jaeger (M/S 68-34) President The Boeing Company Air Via, Inc. 10 . 60 Building Lobby Suite 220 Park and North Eighth 2025 Gateway Place Renton, Washington 98055 San Jose, California 95110 Mr . Craig E. Coleman (M/S 68-34) Mr . Robert J. Norris The Boeing Company Vice President-Finance 10 . 60 Building Lobby Air Via, Inc . Park and North Eighth Suite 220 Renton, Washington 98055 2025 Gateway Place San Jose, California 95110 Mr . G. Lane Soholt (M/S 76-09) The Boeing Company John W. Simpson, Esq. 10 . 60 Building Lobby Kelley Drye & Warren Park and North Eighth Suite 850 Renton, Washington 98055 1333 New Hampshire Ave. , N.W. Washington, D.C. 20036 Mr . A. M. Janasik (M/S 76-65) The Boeing Company Robert B. Jack, Esq. 10 . 60 Building Lobby Wilson, Sonsini, Goodrich Park and North Eighth & Rosati Renton, Washington 98055 Two Palo Alto Square Palo Alto, California 94306 Lewis Guterson, Esq. (M/S 13-24) The Boeing Company Mr . Arden M. Knott Plant 2 - Administration Lobby Wilmington Trust Company 7755 East Marginal Way South Rodney Square North Seattle, Washington 98108 Wilmington, Delaware 19890 Richard L. Mull, Esq. Paul M. Altman, Esq. Perkins, Coie, Stone, Olsen & Richards, Layton & Finger Williams One Rodney Square 1900 Washington Building Wilmington, Delaware 19890 Seattle, Washington, 98101 (0546F] [Draft of November 15, 19841 PURCHASE ORDER ASSIGNMENT PURCHASE ORDER ASSIGNMENT, dated as of November _, 1984, between AIR VIA, INC. , a California corporation ("Assignor") , and WILMINGTON TRUST COMPANY, a Delaware corporation, not in its individual capacity, but solely as trustee ( "Assignee") under that certain Trust Agreement, dated as of September 24, 1984 , as amended (the "Trust Agreement" ) , between Owner Participant (as defined therein) and Assignee. W I T N E S S E T H: WHEREAS, Assignor and Vendor (such capitalized term and other capitalized terms used in these Recitals without definition are defined hereinafter) are parties to the Purchase Order, providing, among other things, for the sale by Vendor to Assignor of the Products covered by the Purchase Order; WHEREAS, Assignor intends to cause the Products to be installed on one or more of the Aircraft owned or to be owned by Assignee and leased or to be leased by Assignee to Assignor pursuant to the Lease; and 11/15/84 1 3086-138/0533F s WHEREAS, Assignee wishes to acquire the Products prior to their respective installation on such Aircraft and Assignor is willing to assign to Assignee the rights and interests of Assignor under the Purchase Order, and Assignee is willing to accept such assignment, as hereinafter set forth. NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows : 1 . For all purposes of this Assignment, except as otherwise expressly provided or unless the context otherwise requires, the following terms shall have the following meanings : Aircraft - Three (3) Boeing Model 727-2J4 aircraft referred to in the Participation Agreement (as hereinafter defined) , including each of the three (3) Pratt & Whitney Model JT8D-17 engines installed on each such aircraft (or any engine substituted for any of such engines under the terms of the Lease (as hereinafter defined) ) (each of the Aircraft is herein individually called an "Aircraft") . Lease - The Lease Agreement, dated as of September 24 , 1984 , as amended, between Assignee, as lessor, and Assignor, as lessee, providing for the lease of the Aircraft and the Spare Engines, as the same may be amended, 11/15/84 2 3086-138/0533F t 1 modified or supplemented from time to time in accordance with the terms thereof . Participation Agreement - The Participation Agreement, dated as of September 24, 1984, as amended, among Owner Participant, Assignee and Assignor, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof . Purchase Order - The [Purchase Order/Contract No. dated between Assignor and Vendor attached hereto as Exhibit A, providing, among other things, for the sale of the Products by Vendor to Assignor, as the same may be amended, modified or supplemented from time to time in accordance with the terms thereof and hereof . Products - The and other items to be sold by Vendor to Assignor pursuant to the Purchase Order, as more fully described therein. Vendor - a corporation with a place of business at and its successors and permitted assigns . 11/15/84 3 3086-138/0533F All other capitalized terms used herein without definition shall have the respective meanings specified in the Participation Agreement. 2. Assignor has sold, assigned, transferred and set over and does hereby sell , assign, transfer and set over unto Assignee all Assignor ' s rights and interests in and to the Purchase Order, including, without limitation, in such assignment (a) the right upon valid tender by Vendor to purchase each Product pursuant to the terms and conditions of the Purchase Order, and the right to take title to such Product and to be named the "Buyer" in each bill of sale or other document of title to be delivered by Vendor for such Product. pursuant to the Purchase Order, (b) the right to change or determine the Products or the specifications thereof, subject only to the right of Assignor to approve or disapprove any such change or determination, (c) all claims for damages in respect of such Product arising as a result of any default by Vendor under the Purchase Order, and (d) any and all rights of Assignor to compel performance of the terms of the Purchase Order in respect of any Product . Assignee hereby accepts such sale, assignment, transfer and set over subject to the terms hereof and acknowledges receipt 11/15/84 4 3086-138/0533F