HomeMy WebLinkAboutResolutions - 2001.03.08 - 26490March 8, 2001
MISCELLANEOUS RESOLUTION #01060
BY: PLANNING AND BUILDING COMMITTEE, CHARLES E. PALMER, CHAIRPERSON
IN RE: PLANNING AND ECONOMIC DEVELOPMENT SERVICES DIVISION RESOLUTION
APPROVING PROJECT PLAN (OSMIC, INC. PROJECT) - CITY OF AUBURN HILLS
To Oakland County Board of Commissioners
Chairperson, Ladies and Gentlemen:
WHEREAS The Economic Development Corporation of the County of Oakland
(the "EDC") has recommended that the Board of Commissioners approve the
Project Plan required by the Economic Development Corporations Act (the "Act")
for the captioned Project, a copy of which has been presented to this meeting
(the "Project Plan"); and
WHEREAS the EDC's recommendations to the Board of Commissioners were
based upon its determinations that the Project is reasonable and necessary to
effectuate the purposes of the Act and that the Project Plan satisfies all of
the requirements of the Act regarding project plans; and
WHEREAS the governing body of the City of Auburn Hills, Oakland County,
Michigan, has also approved the Project Plan and given its consent to the
exercise of jurisdiction over the Project by the EDC; and
WHEREAS the Board of Commissioners has held a public hearing to consider
whether the Project Plan constitutes a public purpose as contemplated by the
Act; and
WHEREAS the Board of Commissioners, following such public hearing and
its review of the Project Plan, concurs in the determinations of the EDC with
respect thereto;
NOW THEREFORE BE IT RESOLVED that the Project Plan is hereby determined
to constitute a public purpose as contemplated by the Act and is hereby
approved; and
BE IT FURTHER RESOLVED that the EDC is hereby authorized to take such
steps as are necessary to implement the Project and the financing thereof by
the issuance of its limited obligation revenue bonds as contemplated by the
Project Plan; and
BE IT FURTHER RESOLVED that the County Clerk is hereby directed to
provide four certified copies of this resolution to the Assistant Secretary of
the Board of the EDC.
Chairperson, on behalf of the Planning and Building Committee, I move
the adoption of the foregoing resolution.
PLANNING AND BUILDING COMMITTEE
Planning & Building Committee Vote:
Motion carried on unanimous roll call vote with Palmer absent
THE ECONOMIC DEVELOPMENT CORPORATION
OF THE COUNTY OF OAKLAND
Oakland County, Michigan
Osmic, Inc. Project
PROJECT PLAN
CONTENTS
1. Summary Description of Project (Page 1)
2. Project Plan Certification by Company (Page 2)
3. Statutorily Required Information (Page 3)
4. Exhibits
"A" - Project Area Legal Description
"B" - Letter of Credit Commitment Letter
"C" - Company Certificate Regarding Transfer of Employment
"D" - Company Certificate Regarding Payment of Prevailing Wages
Other
PROJECT PLAN
SUMMARY DESCRIPTION OF
OSMIC, INC. PROJECT
OWNER OF PROJECT: Osmic, Inc., a Delaware corporation
CONTACT PERSON: (Name, address, telephone number)
Wes L. Hardenburg
Executive Vice President/
Chief Financial Officer
1788 Northwood Drive
Troy, MI 48084
(248) 362-1290
LOCATION OF PROJECT: (Local municipality) City of Auburn Hills
PROJECT AREA/DISTRICT AREA: See Exhibit A
NATURE OF PROJECT:
Acquisition of approximately 5.3 acres of land and construction and equipping of an
approximately 57,000 square foot light industrial building.
EMPLOYMENT CREATED OR RETAINED:
Approximately 79 new jobs created, 39 retained
TOTAL PROJECT COST:
Approximately $8,830,000
BONDS TO BE ISSUED:
$9,000,000 maximum principal amount
LETTER OF CREDIT ISSUER:
By:
Its:
PROJECT PLAN CERTIFICATION
THIS PROJECT PLAN WAS PREPARED FOR THE
ECONOMIC DEVELOPMENT CORPORATION OF THE
COUNTY OF OAKLAND IN ACCORDANCE WITH THE
REQUIREMENTS OF THE ECONOMIC DEVELOPMENT
CORPORATIONS ACT, ACT NO. 338 OF THE MICHIGAN
PUBLIC ACTS OF 1974, AS AMENDED.
THE UNDERSIGNED HAS PROVIDED ALL OF THE
INFORMATION CONTAINED HEREIN AND HEREBY
CERTIFIES AS TO THE ACCURACY AND VALIDITY OF
SUCH INFORMATION AS OF THIS DATE.
THE UNDERSIGNED UNDERSTANDS THAT THIS PROJECT
PLAN IS STATUTORILY REQUIRED AND, IF IT CONTAINS
ANY MATERIAL MISREPRESENTATION OR
INACCURACY, COULD RESULT IN THE INVALIDATION
OF THE ECONOMIC DEVELOPMENT CORPORATION
PROCEEDINGS REGARDING THE PROJECT TO WHICH
THE PROJECT PLAN PERTAINS.
OSMIC, INC.
Dated: 02/13/2001
2
PROJECT PLAN
STATUTORILY REQUIRED INFORMATION REGARDING
OSMIC, INC. PROJECT
I. THE LOCATION AND EXTENT OF EXISTING STREETS AND OTHER
PUBLIC FACILITIES WITHIN THE PROJECT DISTRICT AREA; THE LOCATION,
CHARACTER, AND EXTENT OF THE CATEGORIES OF PUBLIC AND PRIVATE LAND
USES NOW EXISTING AND PROPOSED FOR THE PROJECT AREA, INCLUDING
RESIDENTIAL, RECREATIONAL, COMMERCIAL, INDUSTRIAL, EDUCATIONAL, AND
OTHER USES; AND A LEGAL DESCRIPTION OF THE PROJECT AREA:
The site is 5.38 acres located on the west side of East Taylor Rd. and east of Giddings with
frontage on both roads. Public utilities are available in East Taylor Rd. To the north and east of
the project lies vacant industrial land which will be developed as such. To the south and west
lies Fieldstone Golf Club, a municipal course owned by the City of Auburn Hills.
Legal description of Project Area attached as Exhibit A.
II. A DESCRIPTION OF EXISTING IMPROVEMENTS IN THE PROJECT AREA
TO BE DEMOLISHED, REPAIRED, OR ALTERED; A DESCRIPTION OF REPAIRS AND
ALTERATIONS; AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION:
Land is presently vacant. Construction will commence in March, 2001 and take approximately
seven (7) months to complete.
III. THE LOCATION, EXTENT, CHARACTER, AND ESTIMATED COST OF
THE IMPROVEMENTS, INCLUDING REHABILITATION CONTEMPLATED FOR THE
PROJECT AREA, AND AN ESTIMATE OF THE TIME REQUIRED FOR COMPLETION:
A 57,600 sq. ft. Office/Research/Manufacturing facility will be constructed over a seven (7)
month time-frame. The design, site work and construction will be completed at a cost of
$4,040,000.00.
3
IV. A DESCRIPTION OF THE CONSTRUCTION OR STAGES OF
CONSTRUCTION PLANNED, AND THE ESTIMATED TIME OF COMPLETION OF EACH
STAGE:
Duration Completion
Design / Permitting
Site Development
Building Structure
Interior Finishes
4 months March 19, 2001
90 days May 1,2001
4 months August 31, 2001
90 days October 15, 2001
V. A DESCRIPTION OF THE PARTS OF THE PROJECT AREA TO BE LEFT
AS OPEN SPACE AND THE USE CONTEMPLATED FOR THE SPACE:
Approximately 20,000 sq. ft. of the 57,600 sq. ft. is being constructed and will initially be
unoccupied. This area is intended to accomodate future growth of the reseach and
manufacturing process.
VI. A DESCRIPTION OF PORTIONS OF THE PROJECT AREA WHICH THE
ECONOMIC DEVELOPMENT CORPORATION OR THE COMPANY DESIRES TO SELL,
DONATE, EXCHANGE OR LEASE TO OR FROM THE MUNICIPALITY AND THE
PROPOSED TERMS:
Not Applicable
4
VII. A DESCRIPTION OF DESIRED ZONING CHANGES AND CHANGES IN
STREET. STREET LEVELS, INTERSECTIONS AND UTILITIES:
No zoning changes or modifications to existing infrastructure needed.
VIII. A DESCRIPTION OF THE PROPOSED METHOD OF FINANCING THE
PROJECT, INCLUDING ATTACHMENT OF A COPY OF THE LETTER OF CREDIT OR
BOND PURCHASER'S COMMITMENT LETTER:
The Project will be financed with the proceeds of sale of the EDC's limited obligation
revenue bonds.
Copy of Letter of Credit commitment letter attached as Exhibit B.
IX. A STATEMENT REGARDING THE PAYMENT OF PREVAILING WAGE
AND FRINGE BENEFIT RATES AS DETERMINED PURSUANT TO ACT NO. 166 OF THE
MICHIGAN PUBLIC ACTS OF 1965, AS AMENDED (REGARDING WAGES ON STATE
CONTRACTS):
See Exhibit D
X. A LIST OF PERSONS WHO WILL MANAGE OR BE ASSOCIATED WITH
THE MANAGEMENT OF THE PROJECT FOR A PERIOD OF NOT LESS THAN I (ONE)
YEAR FROM THE DATE OF APPROVAL OF THE PROJECT PLAN:
Design and construction will be managed by Cunningham-Limp Company. Building
management upon occupancy will be the responsibility of Osmic, Inc., with John McGill and
Wes Hardenburg (officers of Osmic) overseeing that effort.
5
XI. DESIGNATION OF THE PERSON OR PERSONS, NATURAL OR
CORPORATE, TO WHOM THE PROJECT IS TO BE LEASED, SOLD OR CONVEYED
AND FOR WHOSE BENEFIT THE PROJECT IS BEING UNDERTAKEN, TO THE EXTENT
THAT INFORMATION IS PRESENTLY AVAILABLE:
The Project is being undertaken for the benefit of Osmic, Inc., which will operate the
Project property.
XII. IF THERE IS NOT AN EXPRESS OR IMPLIED AGREEMENT WITH A
PERSON OR PERSONS, NATURAL OR CORPORATE, THAT THE PROJECT WILL BE
LEASED, SOLD, OR CONVEYED TO THOSE PERSONS, THE PROCEDURES FOR
BIDDING FOR THE LEASING, PURCHASING OR CONVEYING OF THE PROJECT
UPON ITS COMPLETION:
Not Applicable
XIII. ESTIMATES OF THE NUMBER OF PERSONS RESIDING IN THE PROJECT
AREA AND THE NUMBER OF FAMILIES AND INDIVIDUALS TO BE DISPLACED. IF
OCCUPIED RESIDENCES ARE DESIGNATED FOR ACQUISITION AND CLEARANCE,
INCLUDE A SURVEY OF THE FAMILIES AND INDIVIDUALS TO BE DISPLACED,
INCLUDING THEIR INCOME AND RACIAL COMPOSITION, A STATISTICAL
DESCRIPTION OF THE HOUSING SUPPLY IN THE COMMUNITY, INCLUDING THE
NUMBER OF PRIVATE AND PUBLIC UNITS IN EXISTENCE OR UNDER
CONSTRUCTION, THE CONDITION OF THOSE IN EXISTENCE, THE NUMBER OF
OWNER-OCCUPIED AND RENTER-OCCUPIED UNITS, THE ANNUAL RATE OF
TURNOVER OF THE VARIOUS TYPES OF HOUSING AND THE RANGE OF RENTS
AND SALE PRICES, AN ESTIMATE OF THE TOTAL DEMAND FOR HOUSING IN THE
COMMUNITY, AND THE ESTIMATED CAPACITY OF PRIVATE AND PUBLIC
HOUSING AVAILABLE TO DISPLACED FAMILIES AND INDIVIDUALS:
Not Applicable
6
XIV. A PLAN FOR ESTABLISHING PRIORITY FOR THE RELOCATION OF
PERSONS DISPLACED BY THE PROJECT IN NEW HOUSING IN THE PROJECT AREA:
Not Applicable
XV. PROVISION FOR THE COSTS OF RELOCATING PERSONS DISPLACED
BY THE PROJECT AND FINANCIAL ASSISTANCE AND REIMBURSEMENT OF
EXPENSES, INCLUDING LITIGATION EXPENSES AND EXPENSES INCIDENT TO THE
TRANSFER OF TITLE, IN ACCORDANCE WITH THE STANDARDS AND PROVISIONS
OF THE FEDERAL UNIFORM RELOCATION ASSISTANCE AND REAL PROPERTY
ACQUISITION POLICIES ACT OF 1970, 42 U.S.C. 4601 TO 4655:
Not Applicable
XVI. A PLAN FOR COMPLIANCE WITH ACT NO. 227 OF THE MICHIGAN
PUBLIC ACTS OF 1972, WHICH PERTAINS TO PROVIDING FINANCIAL ASSISTANCE,
ADVISORY SERVICES AND REIMBURSEMENT OF CERTAIN EXPENSES TO
DISPLACED PERSONS:
Not Applicable
7
XVII. OTHER MATERIAL AS THE ECONOMIC DEVELOPMENT
CORPORATION, LOCAL PUBLIC AGENCY, OR GOVERNING BODY CONSIDERS
PERTINENT:
Not Applicable
8
Exhibit A
PROJECT AREA LEGAL DESCRIPTION
Part of the Northeast 1/4 of Section 10, 1.3 N., R.10 E., City of Auburn Hills, Oakland County,
Michigan, commencing at the North 1/4 Corner of Section 10 S 00 0 24' 50" W., 831.88 feet along
the North and South 1/4 line to the Point of Beginning; thence N 63° 50' 58" E, 685.27 feet to a
point on the southerly right-of-way line of East Taylor Road (83 feet wide); thence S 31° 13' 16"
E, 296.75 feet; thence 134.52 feet along a curve to the left, radius 606.50 feet, central angle 12°
42' 28", chord bearing S 370 34' 30" E., 134.24 feet; thence S 79 0 44' 37" W, 866.18 feet to a
point on the North and South 1/4 line; thence along said line N 00° 24' 50" E., 212.38 feet to the
Point of Beginning. Containing 5.38 acres more or less, being subject to the right of the public
and of any governmental unit in any part of the land taken, used or deeded for road purposes and
subject to easement and restrictions of record.
Exhibit B
LETTER OF CREDIT
COMMITMENT LETTER
Banc One Capital Markets, Inc.
611 Woodward Avenue
MI1-8018
Detroit, Michigan 48226
Telephone: (313) 225-2098
Fax: (313) 225-4533
ELIZABETH K. HAUSMAN
Authorized Agent
February 13, 2001
Mr. Wes L. Hardenburg
Executive Vice President
Chief Financial Officer
Osmic, Inc.
1788 Northwood Drive
Troy, Michigan 48084
Dear Wes:
On behalf of Banc One Capital Markets, Inc., we appreciate the opportunity to issue this
commitment to act as Underwriter and Remarketing Agent for your Bond issuance. This letter
will summarize the services and fees of Banc One Capital Markets, Inc. for acting in those
capacities.
PURPOSE:
To insure the payment of $8,800,000 in industrial revenue bonds ("Bonds") to be issued for
the benefit of Osmic, Inc. for a project located in Auburn Hills, MI.
BOND FORMAT:
The bonds would initially be marketed on a "lower-floater" basis, i.e. interest rate re-set
weekly to reflect the then current market rate for equivalent tax-exempt securities.
Bondholders would have the right to tender their Bonds to the Trustee for purchase by the
Company on seven days notice. The Remarketing Agent would endeavor to sell any Bonds
tendered by the tender date. Any Bonds not remarketed could be held by the Company
pursuant to the Reimbursement Agreement between the Letter of Credit Bank and the
Company until a remarketing opportunity arose or surrendered to the Trustee for cancellation.
Bond documentation would provide the Company an option to convert the Bonds to a fixed
rate if buyers could be found at mutually acceptable rates and terms. In the event of such
conversion, the L/C would be amended to accommodate the fixed rate option or terminated.
Prior to such conversion, the Bonds would be prepayable in multiples of $100,000 without
premium at the option of the Company upon 45-days notice.
Subsidiary of Bank One Corporation
-2- February 13, 2001 Mr. Wes L. Hardenburg
BOND MATURITIES:
Annual optional principal redemptions under the reimbursement agreement to be negotiated
with the Letter of Credit Bank. Interest is paid monthly.
So long as the Bonds bear interest at a variable rate, the Bonds are prepayable in multiples of
$100,000 without premium, at the option of the Company. Prepayments can occur only on
interest payment dates with forty five days notice to the bondholders.
If the Company elects to convert to a fixed rate, then customary fixed rate prepayment terms
would apply.
UNDERWRITER/REMARKETING/RATING AGENCY:
Underwriting Fee:
The Underwriter would make a limited offering of the Bonds to sophisticated investors.
The fee would be .80% of the amount of the Bond issue, payable upon closing.
Remarketing Agent Function/Fee:
The Remarketing Agent is responsible for setting the variable interest rate and
remarketing any tendered Bonds. This fee is 0.10% per annum, payable quarterly in
arrears based upon the amount of the Bonds outstanding.
Rating, Agency Fee:
The Bonds will be rated by Moody's or Standard & Poor's, with an,estimated upfront fee
of $10,000 and annual fee of $2,000.
Legal expenses of Banc One Capital Markets, Inc. together with all out-of-pocket
expenses will be paid by the Company.
The foregoing is intended to provide a substantive outline of the commitment of Banc One
Capital Markets, Inc, rather than a complete statement of all terms, conditions and documents
which would be required in connection with the transactions described above. It is possible that
substantive terms and conditions may be changed in order to account for or reflect changes in
statutory or regulatory authorities governing the subject matter of the transaction.
When executed by Banc One Capital Markets, Inc., this document represents a commitment to
act as Underwriter/Remarketing agent, subject to the terms and conditions outlined herein.
Acceptance is to be evidenced by execution of this document by an authorized official of the
Company.
-3- February 13, 2001 Mr. Wes L. Hardenburg
Sincerely,
BANC ONE CAPITAL MARKETS, INC.
By: c.LyLb.1k
Its: Director
Underwriter/Remarketing Acceptance:
Accepted and Agreed to this day of , 2001.
OSMIC, INC.
By:
Its:
BANK IT ONE
February 13, 2001
Wes L. Hardenburg
Executive Vice President
Chief Financial Officer
Osmic Inc.
1788 Northwood Drive
Troy, Michigan 48084-5532
Dear Wes:
We are pleased to offer the issuance of an $8,930,192 letter of credit for the account of Osmic, Inc.
("The Company") guaranteed by Rigaku/USA, Inc. to support an Industrial Revenue Bond issue for the
financing of the construction of a new building and acquisition of equipment in Auburn Hills, Michigan.
The following is intended to be a summary of the principal terms and conditions for this transaction with
the actual letter of credit documents including other provisions typical to this type of credit facility.
A. LETTER OF CREDIT:
Parties:
Proposed irrevocable letter of credit ("UC") to be issued by Bank One ("The Bank") in favor of a trustee
to be named for the account of the Company.
Purpose:
To insure the payment of $8,800,000 in Industrial Revenue Bonds to be issued for the benefit of the
Company for its project located in Auburn Hills, Michigan.
Amount:
Bank One's aggregate liability under the L/C will not exceed $8,930,192 which includes required interest
coverage ($130,932) and principal of up to $8,800,000. The interest coverage represents 45 days of interest
at a maximum rate of 12% based on a 365 day year.
Bond Format:
The bonds would initially be marketed on a "lower-floater" basis, i.e. interest rate re-set weekly to reflect
the then current market rate for equivalent tax exempt securities. Bondholders would have the right to
tender their Bonds to the Trustee for purchase by the Company on seven days notice. The Remarketing
Agent would endeavor to sell any Bonds tendered by the tender date. Any Bonds not remarketed could be
held by the Company pursuant to the Reimbursement Agreement until a remarketing opportunity arose (as
detailed in Reimbursement Agreement paragraph below) or surrendered to the Trustee for cancellation.
Bond documentation would provide the Company an option to convert the Bonds to a fixed rate if buyers
could be found at mutually acceptable rates and terms. In the event of such conversion, the Bank One L/C
would be amended to accommodate the fixed rate option or terminated. Prior to such conversion, the
Bonds would be prepayable in multiples of $100,000 without premium at the option of the Company upon
45 days notice.
Bond Maturities:
Annual principal redemptions under the reimbursement agreement as follow:'
Years 1 and 2 Interest only. No principal redemptions.
Years 3 through 19 $500,000
Year 20 $300,000
Years 21 through 30 $-0-
Principal redemption schedule under the reimbursement agreement may be extended or modified at the sole
discretion of Bank One.
Interest is paid monthly. So long as the Bonds bear interest at a variable rate, the Bonds are prepayable
in multiples of $100,000 without premium, at the option of the Company. Prepayments can occur only
on interest payment dates with 45 days notice to the bondholders.
If the Company elects to convert to a fixed rate, then customary fixed rate prepayment terms would
apply.
CREDIT ENHANCEMENT/REIMBURSEMENT AGREEMENT:
Letter of Credit Commission:
.75% per annum, payable in advance annually, based upon Bank One's liability under the L/C (including
any liability subject to reinstatement). The conunission rate may be subject to annual adjustment as
provided in the paragraph entitled "Yield Protection" below.
Facility Fee:
$25,000 fee for issuance of the L/C with $15,000 payable upon acceptance (non-refundable) and the
remaining balance payable at issuance.
Disbursement Expenses:
$100 fee for each draw by the Trustee under the L/C.
Expenses:
Legal expenses of Bank One, together with all other out-of-pocket costs including but not limited to pre-
construction review, construction monitoring, construction draws, environmental and other surveys, and
appraisals as required by the Bank to be paid by the Company.
Letter of Credit Reductions:
Reductions in the L/C will be automatically instituted with each scheduled principal payment and will
also be perrnitted by written authorization of the Trustee based on any principal prepayments of the Bonds.
Reductions and Early Termination:
Prepaid commissions will be refunded on a pro-rata basis after the first year as L/C reductions are
authorized by the Trustee as a result of scheduled Bond principal payments or prepayments. If Bank One is
replaced with another bank as letter of credit issuer for the Bonds, or the Bonds are refunded through
another issue prior to an expiry date, a premium will be due. The premium will be equal to the
commissions that would accrue over the remaining scheduled maturities at the then existing commission
rate discounted to the L/C scheduled expiry date. The commissions will be discounted at the then current
U.S. Treasury rate with maturity equal to the remaining term of the L/C plus 50 basis points. However no
such premium will be payable if Bank One's credit rating by a major credit rating agency declines below
Single A and the replacement bank's equivalent rating is Single A or higher.
Letter of Credit Expiry:
Not later than 15 days following the third anniversary of the Bonds' issuance date unless extended at the
sole discretion of Bank One. Upon the Company's request (received no later than 90 days prior to the
original expiry date or any subsequent extension thereof) Bank One will, within 30 days, advise the
Company of the terms under which it is willing to extend the existing expiry date.
Yield Protection:
The Company would be required to reimburse the Bank for any increased cost in the issuing or
maintaining of the L/C imposed by a change in any law, rule, regulation, or circumstance affecting the
Bank's yield. This would include any change to capital adequacy requirements.
Drawing Rights:
Drawings under the L/C by the Trustee may result from:
I. Payment of principal and/or interest on the Bonds when due.
2. Default under the Bond Indenture if the Trustee is required, at the direction of the Bondholders, to
accelerate payment of the Bonds.
3. A default under the Reimbursement Agreement resulting in Bank One directing the trustee to prepay
the Bonds.
4. The tender of Bonds under the Bondholders' tender option if the Bonds are not remarketed by the
tender date.
Reimbursement Agreement:
As the draws described above are made, the Company will then reimburse the Bank for those draws
under the terms and conditions of the Reimbursement Agreement entered into between the Company and
the Bank. The Reimbursement Agreement between Bank One and the Company will provide as follows:
I. So long as no default exists, the Company may defer payment of the principal portion of its
reimbursement obligation arising from Bonds being tendered and not remarketed until the earlier of
180 days after the date of the drawing or the expiry of the L/C. Such obligation will bear interest at the
Bank One Prime Rate as it exists from time to time.
2. Except for reimbursement obligations deferred pursuant to the item number immediately above, the
Company will be obligated to reimburse Bank One for all amounts drawn under the L/C on the day of
the drawing and any shortfall in reimbursement will accrue interest at Bank One's Prime Rate plus
3.00%.
3. Bank One may direct the Trustee to prepay the Bonds if there is a drawing under the L/C not
immediately reimbursed by the Company unless deferred pursuant to Item #2 above or if there is any
other default under the Reimbursement Agreement.
4. The Reimbursement Agreement will include business covenants customary to term financing to be
mutually agreed upon by Bank One and the Company.
Supporting Document:
Full Guarantee of the Company's obligation by its parent company, Rigaku/USA, Inc. and any
Rigalcu/USA, Inc. subsidiary companies.
Supporting Collateral:
To secure its obligations under the Reimbursement Agreement, the Company will provide:
1. First Real Estate Mortgage on land and building in Auburn Hills purchased and constructed with Bond
proceeds (loan to value not to exceed 80% of cost).
2. First security interest in equipment purchased with Bond proceeds (loan to value not to exceed 75% of
cost).
3. First security interest in cash investments of the Company. The investments are to be no less than
$3,000,000 and will be in instruments acceptable to Bank One.
Bonds tendered under the tender option will be retained by the Trustee as collateral for the Company's
obligation to Bank One arising from the drawing under the L/C until the Bonds are remarketed or the
reimbursement obligation otherwise paid.
Financial Statements:
The Company will be obligated to provide to the Bank: 1)its annual audits (within 90 days of the
Company's fiscal year end) and quarterly internally prepared financial statements (within 30 days of each
quarter end) in form satisfactory to the Bank, 2)Consolidated and consolidating annual audits (within 90
days of fiscal year end) and quarterly internally prepared consolidated financial statements (within 30 days
of each quarter end) of Rigalcu/USA, Inc. in form satisfactory to the Bank, 3)Annual audits of Rigaku
Corporation and Rigaku Industrial Corporation.
Covenants:
Covenants including:
1. Debt Service Coverage Ratio not less than 1.50:1.00 as measured on a rolling four quarter basis.
2. Tangible Capital Funds not less than $9,000 at 2-28-01 as measured quarterly with annual step-ups
equivalent to 50% of net after tax income (before dividends and distributions) thereafter.
3. Total Liabilities to Tangible Capital Funds not to exceed 3.00:1.00 measured quarterly.
4. No additional loans, liens, leases, or guarantees without prior Bank One approval.
These covenants will be based upon Rigaku/USA's consolidated financial statements.
Conditions Precedent:
1. Standard Bank One real estate construction loan requirements including but not limited to pre-
construction review and construction monitoring.
2. Satisfactory real estate appraisal.
3. Compliance with the Bank's standard requirements for environmental risk assessment for loans
secured by real estate.
4. Title insurance without exceptions and satisfactory property survey.
5. Invoices for equipment to be purchased by bond proceeds.
6. Satisfactory Bank review of Rigaku/USA, Inc. consolidated 9 month (November 30, 2000) financial
statements.
This terms and conditions contained in this letter shall be valid for a period of 30 days from its date. If
acceptance is not received within the 30 day period, the commitment shall be null and void.
Sincerely,
William E. Bierly
Vice President
Bank One
Accepted and Agreed to this day of ,2001.
OSMIC, INC.
By:
Its:
Dated: 02/13/2001
By:
Its:
Exhibit C
COMPANY CERTIFICATE REGARDING
TRANSFER OF EMPLOYMENT
(Osmic, Inc. Project)
The undersigned, Osmic, Inc., a Delaware corporation (the "Company"), hereby certifies
to The Economic Development Corporation of the County of Oakland (the "EDC") as follows:
1. This Certificate is made and based upon the best of the Company's knowledge and
belief, only after thorough investigation and discussion with all owners of the Company and
others who might have knowledge regarding the subject matter.
2. The Company acknowledges that this Certificate will be employed by the EDC as
the sole basis for the EDC's certification to the Board of Commissioners of the County of
Oakland as to transfer of employment as required by Section 8(3) of the Economic Development
Corporations Act, Act No. 338 of the Michigan Public Acts of 1974, as amended (the "Act").
3. The Company understands that the EDC's Certification to the Board of
Commissioners of the County of Oakland is a statutory requirement which, if improperly made
or based upon any material misrepresentation or inaccuracy, might invalidate the proceedings
regarding the Osmic, Inc. Project (the "Project") pursuant to which the EDC expects ultimately
to issue its limited obligation economic development revenue bonds to finance all or part of the
Project.
4. As of the date hereof, the Project shall not have the effect of transferring
employment of more than 20 full-time persons from a municipality (as that term is defined in the
Act) of this State to Auburn Hills, Michigan, the municipality in which the Project will be
located.
5. The Company understands that a covenant to effectuate the purposes of this
Certificate will be included in those covenants to be made by the Company when bonds are
issued by the EDC for the benefit of the Project.
OSMIC, INC.,
a Delaware corporation
By:
Its:
Exhibit D
COMPANY CERTIFICATE REGARDING
PAYMENT OF PREVAILING WAGES
(Osmic, Inc. Project)
The undersigned, Osmic, Inc., a Delaware corporation (the "Company"), hereby certifies
to The Economic Development Corporation of the County of Oakland (the "EDC") as follows:
1. The Company understands that this Certificate is a statutory requirement under
the Economic Development Corporations Act, Act No. 338 of the Michigan Public Acts of 1974,
as amended (the "Act") which, if improperly made or based upon any material misrepresentation
or inaccuracy, might invalidate the proceedings regarding the Osmic, Inc. Project (the "Project")
pursuant to which the EDC expects ultimately to issue its limited obligation economic
development revenue bonds to finance all or part of the Project.
2. Within the meaning and intent of Section 8(4)(h) of the Act, all persons
performing work on the construction of the Project will be paid the prevailing wage and fringe
benefit rates for the same or similar work in the locality in which the work is to be performed, as
determined pursuant to Act No. 166 of the Michigan Public Acts of 1965, as amended.
OSMIC, INC.
Dated: 02/13/2001
GAE\EconDev\Oakland\BOND\Osmic\Project Plan.doc
D-1
FOREGOING RESOLU I HEREE3
County Executive Date
Resolution #01060 March 8, 2001
Moved by Obrecht supported by Crawford the resolutions on the Consent
Agenda be adopted (with accompanying reports being accepted).
AYES: Appel, Brian, Causey-Mitchell, Coleman, Crawford, Dingeldey,
Douglas, Galloway, Garfield, Gregory, Law, McPherson, Melton, Millard,
Moffitt, Moss, Obrecht, Palmer, Patterson, Sever, Suarez, Taub, Webster, Amos.
(24)
NAYS: None. (0)
A sufficient majority having voted therefor, the resolutions on the
Consent Agenda were adopted, with the accompanying reports being accepted.
STATE OF MICHIGAN)
COUNTY OF OAKLAND)
I, G. William Caddell, Clerk of the County of Oakland, do hereby certify that the
foregoing resolution is a true and accurate copy of a resolution adopted by the
Oakland County Board of Commissioners on March 8, 2001 with the original record
thereof now remaining in my office.
In Testimony Whereof, I have hereunto set my hand and affixed the seal of the
County of Oakland at Pontiac, Michigan this 8tkIday 9f- March, 2001.
G. William Caddell, County Clerk