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HomeMy WebLinkAboutD-1299-97 Telemon BondsORDINANCE NO. D-Igqq AN ORDINANCE authorizing the City of Carmel, Indiana, to issue its City of Carmel, Indiana, Taxable ASjustable Rate Demand Industrial Development Revenue Bonds, Series 1996C (Telamon Corporation Project), and approving and authorizing other actions in respect thereto. WHEREAS, Indiana Code Title 36, Article 7, Chapters 11.9 and 12 (collectively, the "Act"), declares that the financing and refinancing of economic development facilities constitutes a public purpose; and - WHEREAS, the Act provides that an issuer may, pursuant to the Act, issue revenue bonds and lend the proceeds thereof to a corporation, partnership or individual for the purpose of financing costs of acquisition, construction and equipping of facilities, including real and personal property, for diversification of economic development and promotion of job oppommities in or near such issuer; and WHEREAS, the Act provides that such bonds may be secured by a trust indenture between an issuer and a corporate trustee; and WHEREAS, Telamon Corporation, an Indiana corporation (the "Company"), has previously requested that the City of Cannel, Indiana (the "Issuer"), issue bonds and lend the proceeds thereof to the Company in order to enable the Company to acquire, construct and equip an approximately 92,000 square foot facility to be located near 116th Street and Guilford Avenue, Carmel, Indiana, to be used by the Company for the manufacture of frames for telecommunications equipment as well as the refurbishing of telecommunications equipment (such acquisition, construction and equipping, the "Project"), and the Issuer has heretofore issued such bonds and made such loan to the Company to finance a portion of the Project; and WHEREAS, the Company has further requested that the Issuer issue additional bonds and lend the proceeds thereof to the Company in order to enable the Company to purchase additional new equipment to complete the Project; and WHEREAS, the Carmel Economic Development Commission (the "Commission") has rendered a report of the Commission concerning the Project; and WHEREAS, pursuant to and in accordance with the Act, the Issuer desires to provide funds to finance the completion of the Project by issuing its City of Carmel, Indiana, Taxable Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996C (Telamon Corporation Project), in an aggregate principal amount not to exceed Eight Hundred Thousand Dollars ($800,000) (the "Additional Bonds"); and WHEREAS, the Additional Bonds shall be issued as taxable bonds under Section 103 of the Code; and WHEREAS, the Commission, after a public hearing conducted on April 28, 1997, pursuant to Section 24 of the Act, advised the Issuer of the results of such hearing and adopted a resolution on that date, which resolution has been previously transmitted hereto, finding that the proposed financing of the completion of the Project will be of benefit to the health or general welfare of the Issuer and its citizens and complies with the Act; and WHEREAS, the Issuer intends to ifisue the Additional Bonds pursuant to the Trust Indenture (the "Original Indenture") by and between the Issuer and The Huntington National Bank of Indiana, as trustee, dated as of November 1, 1996, as supplemented and amended by a First Supplemental Trust Indenture (the "First Supplemental Indenture," and, together with the Original Indenture, the "Indenture"), in order-to obtain funds to lend to the Company pursuant to the Loan Agreement (the "Original Loan Agreement") between the Issuer and the Company, dated as of November 1, 1996, as supplemented and amended by a First Supplemental Loan Agreement (the "First Supplemental Loan Agreement" and, together with the Original Loan Agreement, the "Loan Agreement") for the purpose of financing or providing reimbursement for the cost of the Additional Project; and WHEREAS, The First Supplemental Loan Agreement provides for the repayment by the Company of the loan of the proceeds of the Additional Bonds pursuant to which the Company will agree to make payments sufficient to pay the principal of and premium, if any, and interest on the Additional Bonds as the same become due and payable and to pay administrative expenses in connection with the Additional Bonds; and WHEREAS, the financing will not have an adverse competitive effect on similar facilities already constructed or operating in the City of Carmel, Indiana; and WHEREAS, the Commission has approved the substantially final forms of the Additional Bonds, the First Supplemental Indenture, the First Supplemental Loan Agreement, the Bond Placement-Agreement (the "Bond Placement Agreement") between the Company and The Huntington National Bank, as letter of credit bank, and The Huntington National Bank, as placement agent, the First Supplemental Remarketing Agreement (the "Remarketing Agreement") among the Issuer, the Company and Huntington Capital Group, as remarketing agent, and the Private Placement Memorandum (the "Private Placement Memorandum") for the Additional Bonds (the Additional Bonds, the First Supplemental Indenture, the First Supplemental Loan Agreement, the Bond Placement Agreement, the First Supplemental Remarketing Agreement and the Private Placement Memorandum, collectively, the "Financing Documents") and the proposed form of this ordinance by resolution adopted prior in time to this date, which resolution has been transmitted hereto; now, therefore: BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF CARMEL, INDIANA: ::ODMA~PCDOCS~INDOCS ! \ ! 4441 \1 -2- SECTION 1. This Common Council hereby finds that the financing of the economic development facilities referred to in the Financing Documents, including the Project, the issuance and sale of the Additional Bonds, the loan of the net proceeds thereof to the Company for the purposes of financing or providing reimbursement for a portion of the cost of completing the Project, and the repayment of said loan by the Company, will be of benefit to the health or general welfare of the Issuer and its citizens and complies with the Act. SECTION 2. This Common Council hereby approves' the proposed financing of the completion of the Project in the form that such financing was approved by the Commission, including the forms and terms of the Financing Documents, and all such documents shall be kept on file by the Clerk-Treasurer of the Issuer. In compliance with Indiana Code Title 36, Article l, Chapter 5, Section 4, two copies of the Financing Documents are on file in the office of the Clerk-Treasurer of the Issuer for public inspection. SECTION 3. The Issuer shall issue the Additional Bonds for the purpose of procuring funds to loan to the Company in order to finance or provide reimbursement for a portion of the cost of completing the Project, which Additional Bonds will be payable as to principal and interest solely from the payments made by the Company pursuant to the First Supplemental Loan Agreement to evidence and secure said loan and as otherwise provided in the Financing Documents. The Additional Bonds will never constitute a general obligation of, an indebtedness of, or charge against the general credit of the Issuer. SECTION 4. The manner of execution of the Additional Bonds, the date of the Additional Bonds, the term or terms of the Additional Bonds, the manner in which the interest rate on the Additional Bonds will be determined, the denominations of the Additional Bonds, the form of the Additional Bonds, the registration privileges for the Additional Bonds, the medium of payment of the Additional Bonds, the place or places of payment of the Additional Bonds and the terms of redemption of the Additional Bonds shall be as set forth in the form of the First Supplemental Indenture herein approved. SECTION 5. The Clerk-Treasurer of the Issuer is hereby authorized and directed to sell such Additional Bonds to the purchasers thereof at a price not less than 97% of the aggregate principal mount thereof, plus accrued interest, if any, and at a rate of interest determined as set forth in the Financing Documents. SECTION 6. The Mayor and Clerk-Treasurer of the Issuer are hereby authorized and directed to execute those Financing Documents which require the signature of the Mayor and Clerk-Treasurer of the Issuer and any other document which may be ::ODMA'~'IDOCS'h'NDOCS 1\14441\ 1 -3- necessary or desirable to consummate the transactions contemplated by the Financing Documents, and their execution is hereby confirmed on behalf of the Issuer. The signatures of the Mayor and the Clerk-Treasurer of the Issuer on the Additional Bonds may be facsimile signatures. The Clerk-Treasurer of the Issuer is hereby authorized to arrange for the delivery of the Additional Bonds to the purchasers thereof, payment for which will be made in the manner set forth in the Financing Documents. The Mayor and Clerk-Treasurer of the Issuer may, by their execution of the Financing Documents requiring their signatures and imprinting of their facsimile signatures thereon, approve changes therein and in those Financing Documents which do not require the signature of the Mayor and/or City Clerk- Treasurer without further approval of this Common Council or the Commission if such changes do not affect terms set forth in Sections 27(a)(1) through (a)(10) of the Act. SECTION 7. The provisions of this Ordinance shall constitute a binding contract between the Issuer and the holder or holders of the Additional Bonds, and, after the issuance of the Additional Bonds, this Ordinance shall not be repealed or amended in any respect which would adversely affect the rights of such holder or holders so long as the Additional Bonds or the interest thereon remains unpaid. SECTION 8. This Ordinance shall be in full force and effect upon adoption and compliance with IC 36-4-6-14. ::ODMA~PCDOCS~DOCS 1 \ 1444 i \i ~4w PAS SE/l~,by the Common, byC°uncila of the ~/ ayes and /~2 of ,~O_,,/ 1997 vote of C/¢y of Carmel, [r½diananays.this .t~ day Jmes G~.,~ ~ ~/ ~onald E. Ca~er ATTEST: ~~.: ~,/ Diana L. Cordray, Clerk-Trea.~~/pr Preserl~d by me to the Mayor of the City of (~armel, Indiana on the of k~a~.~, 1997. ~ ~ .t~ ~'~ ~ _ Diana L. Cordray, Clerk-Tr~e[~trer Approved by me, Mayor of the City of Carmel, Indiana, this 7' day of ,gt~,,,,j , 1997. Jft~es t~rainard, Mayor ~ ~day Diana L. Cordray, Clerk-Tre~er The foregoing was passed by the Common Council of the City of Carmel, Indiana, this '~ ~,ZOday of .,dr{ ~ ~- ,1997, at ~: ~"o'clock _.m. - ATTEST: C1 ~erk-Treasurer ~reSidi~g Officer Presented by_~lerk-Trears~er of the City of Carmel, Indiana, to the Mayor of the City of Carmel, Indiana, this day of__~ 1997, aw.~:~'clock~.m. Approved and signed by me this/7/~daY of ,~/tt ,~.., 1997. :.'ODMA~PL"I)OCS/INI)OCS I \i 4441 \ 1 -5- CR-1 $800,000 UNITED STATES OF AMERICA STATE OF INDIANA COUNTY OF HAMILTON CITY OF CARMEL TAXABLE ADJUSTABLE RATE DEMAND INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1996C (TELAMON CORPORATION PROJECT) Maturity Date: November 1, 2012 Dated: May __, 1997 CUSIP Number The CITY OF CARMEL, INDIANA (the "Issuer"), a municipal corporation and political subdivision duly organized and existing under the laws of the State of Indiana, for value received, promises to pay to CEDE & Co. or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount of EIGHT HUNDRED THOUSAND DOLLARS on the aforesaid Maturity Date, unless this Series 1996C Bond is called for earlier redemption, and to pay fi'om those sources interest thereon at the rate described below, payable on __ __, 1997 and thereafter on the first Business Day of each month (an "Interest Payment Date"), until the principal amount is paid or duly provided for. While this Series 1996C Bond bears interest at the Weekly Interest Rate, interest shall be calculated on the basis of a 360 day year for the number of days actually elapsed; otherwise, interest shall be calculated on the basis of a 360-day year and twelve 30-day months. The term "Business Day", as used herein, means a day of the year other than (a) a Saturday; (b) a Sunday; (c) a day on which commercial banks located in any city in which the principal corporate trust office of the Trustee or the principal office of the Letter of Credit Bank is located are required or authorized by law to remain closed; or (d) a day on which the New York Stock Exchange is closed. This Series 1996C Bond will bear interest from the most recent date to which interest has been paid or duly provided for or, if no interest has been paid or duly provided for, from its date. The principal of and any premium on this Series 1996C Bond is payable upon presentation and surrender hereof at the principal corporate trust office of the trustee, presently The Huntington National Bank of Indiana (the "Trustee"). Interest is payable on each Interest Payment Date by check or draft mailed to the person in whose name this Series 1996C Bond (or one or more predecessor bonds) is registered (the "Holder") at the close of business on the Business Day immediately preceding that Interest Payment Date (the "Regular Record Date") on the registration books for this issue maintained by the Trustee, as Registrar, at the address appearing therein, or, in certain circumstances, by wire transfer as described in the Indenture. Any interest which is not timely paid or duly provided for shall cease to be payable to the Holder hereof (or of one or more predecessor bonds) as of the Regular Record Date, and shall be payable to the Holder hereof (or of one or more predecessor bonds) at the close of business on a Special Record Date to be fixed by the Trustee for the payment of that overdue interest. Notice of the Special Record Date shall be mailed to Holders not less than ten days prior thereto. The principal of and interest on this Series 1996C Bond are payable in lawful money of the United States of America, without deduction for the services of the paying agent. The Series 1996C Bonds shall not constitute the personal obligation, either jointly or severally, of the members of the Carmel Economic Development Commission or the Common Council or the officers of the Issuer. This Series 1996C Bond shall not be entitled to any security or benefit under the Indenture or be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed. -2- GENERAL PROVISIONS This Series 1996C Bond is one of a duly authorized issue of Taxable Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996C (Telamon Corporation Project) (the "Series 1996C Bonds") issuable under the Trust Indenture dated as of November 1, 1996 between the Issuer and the Trustee (the "Original Indenture"), as amended by the First Supplemental Trust Indenture dated as of May 1, 1997, between the Issuer and the Trustee (the "First Supplemental Indenture," and, together with the Original Indenture, the "Indenture"), aggregating in principal amount $800,000 and issued for the purpose of financing costs of completing the Project, as defined in the Loan Agreement dated as of November 1, 1996, between the Issuer and Telamon Corporation, an Indiana corporation (the "Borrower") (the "Original Agreement"), as amended by the First Supplemental Loan Agreement dated as of May 1, 1997, between the Issuer and the Borrower (the "First Supplemental Agreement," and, together with the Original Agreement, the "Agreement"). The Series 1996C Bonds, together with any bonds which may be issued on a parity therewith under the Indenture (collectively, the "Bonds"), are special and limited obligations of the Issuer, issued or to be issued under and are to be secured and entitled equally and ratably to the protection given by the Indenture. The Series 1996C Bonds are issued pursuant to the laws of such State, particularly Indiana Code chapters 36-7-11.9 and 36-7-12, and in accordance with an ordinance duly adopted by the Issuer. · . Reference is made to the Indenture for a more complete description of the Project, the provisions, among others, with respect to the nature and extent of the security for the Bonds, the rights, duties and obligations of the Issuer, the Trustee and the Holders of the Bonds, and the terms and conditions upon which the Bonds are issued and secured. Each Holder assents, by its acceptance hereof, to all of the provisions of the Indenture. Pursuant to the Agreement, the Borrower is required to make payments to the Trustee in the amounts and at the times necessary to pay the principal, premium, if any, and interest (the "Bond Service Charges") on the Bonds. In the Indenture, the Issuer has assigned to the Trustee, to provide for the payment of the Bond Service Charges on the Bonds, the Issuer's right, title and interest in and to the Agreement, except for Unassigned Issuer's Rights as defined in the Agreement. Pursuant to the Agreement, the Borrower has caused to be issued and delivered to the Trustee by The Huntington National Bank, Columbus, Ohio (the "Letter of Credit Bank"), an irrevocable letter of credit (the "Letter of Credit"), pursuant to which the Trustee is entitled to draw up to (a) the principal amount of the Series 1996C Bonds outstanding to enable the Trustee to pay (i) the principal amount of the Series 1996C Bonds when due at maturity or upon redemption or acceleration on the occurrence of an event of default, and (ii) an amount equal to the principal portion of the purchase price of any Series 1996C Bonds tendered for purchase by the Holders thereof, plus (b) the amount of interest due on the Series 1996C Bonds (including any interest portion of the purchase price of Series 1996C Bonds when purchased pursuant to the Indenture) but not to exceed 56 days' maximum accrued interest (at an assumed rate of 12% per annum) to enable the Trustee to pay interest due on the Series 1996C Bonds. To provide for the issuance of the Letter of Credit, the Borrower has entered into a Reimbursement Agreement, dated as of November 1, 1996, with the Letter of Credit Bank et al (the "Original Letter of Credit Agreement"), as amended -3- by the First Supplemental Reimbursement Agreement, dated as of May 1, 1997 between the Borrower and the Letter of Credit Bank, et al (the "First Supplemental Reimbursement Agreement" and, together with the Original Letter of Credit Agreement, the "Letter of Credit Agreement"), pursuant to which the Borrower is obligated to reimburse the Letter of Credit Bank for all drawings made under the Letter of Credit. The Letter of Credit shall expire, subject to provisions for earlier termination or for extension, on November 15, 1999. Subject to the provisions of the Indenture and the Agreement, the Letter of Credit may be replaced from time to time by another letter of credit (an "Alternate Letter of Credit"), in which case the term "Letter of Credit Bank" shall mean the commercial bank or savings and loan association issuing the Alternate Letter of Credit and the term "Letter of Credit" shall mean the Alternate Letter of Credit. Copies of the Indenture, the Agreement, the Letter of Credit and the Letter of Credit Agreement are on file in the principal corporate trust office of the Trustee. This Series 1996C Bond is a special and limited obligation of the Issuer, and the Bond Service Charges on and other obligations of the Issuer under the Series 1996C Bonds are payable solely from the Revenues, as de£med and as provided in the Indenture (being, generally, the amounts payable under the Agreement in payment of the Loan Payments, as defined in the Agreement, any unexpended proceeds of the Series 1996C Bonds and amounts deposited in the Bond Fund as defined and provided for in the Indenture), and are an obligation of the Issuer only to the extent of the Revenues. The Series 1996C Bonds, and the interest payable thereon, do not represent or constitute a general obligation or a debt of the Issuer, the State of Indiana or any political subdivision thereof within the meaning of the provisions of the Constitution or statutes of the State of Indiana or a pledge of the faith and credit or taxing power of the Issuer, the State of Indiana or any political subdivision thereof, nor are the Series 1996C Bonds payable in any manner from revenues raised by taxation. The Series 1996C Bonds, as to principal, premium, if any, and interest, are not an obligation of the Issuer, the State of Indiana or of any political subdivision thereof, and are payable solely and only from the payments to be made under the Agreement. No covenant or agreement contained in the Series 1996C Bonds or the Agreement shall be deemed to be a covenant or agreement of any member of the Carmel Economic Development Commission or the Common Council of the Issuer, or of any officer or employee of the Issuer in his or her individual capacity, nor shall any officer or employee of the Issuer executing the Series 1996C Bonds be liable personally on the Series 1996C Bonds or be subject to any personal liability or accountability by reason of the issuance of the Series 1996C Bonds. The Series 1996C Bonds are issuable only as fully registered bonds in the denominations of $100,000 and any integral multiple of $5,000 in excess thereof and are exchangeable for Series 1996C Bonds of other authorized denominations in equal aggregate principal amounts at the office of the Registrar specified on the face hereof, but only in the manner and subject to the limitations provided in the Indenture. This Series 1996C Bond is transferable at the office of the Registrar, by the Holder in person or by his attorney, duly authorized in writing, -4- upon presentation and surrender hereof to the Registrar. The Registrar is not required to transfer or exchange (i) any Series 1996C Bond during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of Series 1996C Bonds and ending at the close of business on the day of such mailing, or (ii) any Series 1996C Bonds so selected for redemption in whole or in part. The Indenture permits certain amendments or supplements to the Agreement, the Indenture and the Letter of Credit not prejudicial to the Holders to be made with the consent of the Letter of Credit Bank but without the consent of or notice to the Holders, and other amendments or supplements thereto to be made with the consent of the Letter of Credit Bank and the Holders of not less than a majority in aggregate principal amount of the Series 1996C Bonds then outstanding. DETERMINATION OF INTEREST RATE From the date of initial delivery of the Series 1996C Bonds through the initial Interest Rate Determination Date, the interest rate on the Series 1996C Bonds shall be the rate fixed by the Executive or Fiscal Officer (both as defined in the Indenture) of the Issuer with the consent of the Borrower, the Letter of Credit Bank and Huntington Capital Corp., as remarketing agent. Thereafter, except as provided below, for each succeeding weekly period, the interest rate on the Series 1996C Bonds shall be the Weekly Interest Rate for such weekly period as established on the Interest Rate Determination Date immediately preceding the commencement of such weekly period. On ,1997, and on any Interest Period Reset Date thereafter, the interest rate on the Series 1996C Bonds may be converted to a different Interest Rate Mode upon receipt by the Trustee of a direction:from the Borrower, with the prior written consent of the Letter of Credit Bank, not less than 45 days prior to such Interest Period Reset Date, to convert the interest rate on the Series 1996C Bonds to an Interest Rate Mode other than the Interest Rate Mode then in effect. Such direction to convert the interest rate on the Series 1996C Bonds to a different Interest Rate Mode shall be accompanied by evidence satisfactory to the Trustee that the Letter of Credit Termination Date is no earlier than the date which is at least 15 days beyond the end of the Interest Rate Period to commence on the applicable Interest Period Reset Date. "Five Year Interest Rate" means (a) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Rate Adjustment Date, to be the interest rate necessary during the Interest Rate Period of five years commencing on the applicable Interest Rate Adjustment Date in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Five Year Interest Rate for whatever reason, or the Five Year Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the Series -5- 1996C Bonds, without adjustment; provided that in no event shall the Five Year Interest Rate exceed 12% per annum. "Fixed Interest Rate" means the fixed rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Period Reset Date, to be the interest rate necessary in the judgment of the Remarketing Agent (taking into consideration current transactions in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date; provided that in no event shall the Fixed Interest Rate exceed 12% per annum. "Interest Period Reset Date" means the Interest Rate Adjustment Date on which the interest rate on the Series 1996C Bonds converts from the Interest Rate Mode applicable to the Series 1996C Bonds prior to such date to a new Interest Rate Mode. An Interest Period Reset Date shall be the first day of a month unless the interest rate on the Series 1996C Bonds is converting to the Weekly Interest Rate, in which case the Interest Period Reset Date shall be the first Thursday of the month. "Interest Rate Adjustment Date" means any date on which the interest rate on the Series 1996C Bonds is adjusted, either as the result of the conversion of the interest rate on the Series 1996C Bonds to a different Interest Rate Mode, or by adjustment of the interest rate on the Series 1996C Bonds within the applicable Interest Rate Mode. An Interest Rate Adjustment Date shall be the first day of a month unless the Series 1996C Bonds bear interest at the Weekly Interest Rate, in which case the Interest Rate Adjustment Date shall be Thursday of each week. "Interest Rate Determination Date" means (i) with respect to the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate, the Seven Year Interest Rate and the Fixed Interest Rate, the twelfth Business Day preceding an Interest Rate Adjustment Date, and (ii) with respect to the Weekly Interest Rate, not later than 11:00 a.m. according to local time at the principal corporate trust office of the Trustee on Wednesday of each week, or the next preceding Business Day if such Wednesday is not a Business Day. "Interest Rate Mode" means any of those modes of interest with respect to the Series 1996C Bonds permitted by the Indenture, specifically, the Weekly Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate, the Seven Year Interest Rate and the Fixed Interest Rate. "Interest Rate Period" means that period of time during which the interest rate with respect to the Series 1996C Bonds has been determined by the Remarketing Agent, commencing on the applicable Interest Rate Adjustment Date, and terminating on the day immediately preceding the following Interest Rate Adjustment Date. "One Year Interest Rate" means (a) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Rate Adjustment Date, to be the interest rate necessary during the Interest Rate Period of one -6- year commencing on the applicable Interest Rate Adjustment Date in the judgment of the Remarketing Agem (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the One Year Interest Rate for whatever reason, or the One Year Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the Series 1996C Bonds, without adjustment; provided that in no event shall the One Year Interest Rate exceed 12% per annum. "Seven Year Interest Rate" means (a) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Rate Adjustment Date, to be the interest rate necessary during the Interest Rate Period of seven years commencing on the applicable Interest Rate Adjustment Date in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Seven Year Interest Rate for whatever reason, or the Seven Year Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the Series 1996C Bonds, without adjustment; provided that in no event shall the Seven Year Interest Rate exceed 12% per annum. "Six Month'Interest Rate" means (a) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Rate Adjustment Date, to be' the interest rate necessary during the Interest Rate Period of six months commencing on the applicable Interest Rate Adjustment Date in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Six Month Interest Rate for whatever reason, or the Six Month Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the Series 1996C Bonds, without adjustment; provided that in no event shall the Six Month Interest Rate exceed 12% per annum. "Three Month Interest Rate" means (a) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Rate Adjustment Date, to be the interest rate necessary during the Interest Rate Period of three months commencing on the applicable Interest Rate Adjustment Date in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market -7- conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date or (b) in the event that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Three Month Interest Rate for whatever reason, or the Three Month Interest Rate cannot be determined pursuant to clause (a) for whatever reason, the interest rate then in effect with respect to the Series 1996C Bonds, without adjustment; provided that in no event shall the Three Month Interest Rate exceed 12% per annum. "Weekly Interest Rate" means (a) So long as the Original Purchaser of the Series 1996C Bonds holds all the Series 1996C Bonds, the rate of interest per annum accruing weekly on the Series 1996C Bonds shall be the higher of (a) the certificate of deposit yield equivalent of the 30 day (one month) Commercial Paper Rate, or (b) the certificate of deposit yield equivalent of the 90 day (three month) Commercial Paper Rate. The 30 day and 90 day Commercial Paper Rate shall be the dealer (non-finance company) Commercial Paper Rates as provided by the Federal Reserve Bank of New York for the first New York, New York banking day preceding the applicable Interest Rate Period. Such Commercial Paper Rates are provided by the Federal Reserve Bank of New York both by telephone (a recording is currently available at (212) 720-6693) and on the Telerate (currently page 120). Such Commercial Paper Rates shall be verified by means of the printed Federal Reserve Statistical Release H. 15(519) Selected Interest subsequently available. The "certificate of deposit yield equivalent" of the Commercial Paper Rate shall be determined by the following formula and shall be calculated on an actual over 360 day basis: Y=360xR/(360-RxN) where Y is the yield equivalent (decimal), R is the Commercial Paper Rate (decimal, discount basis) and N is the maturity related to the Commercial Paper Rate, either 30 or 90 days. If at any time the Commercial Paper Rates are no longer available from the Federal Reserve Bank of New York or are no longer provided in a manner sufficiently timely for use, the Commercial Paper Rates may be determined based upon an alternative source of market yields for 30 day and 90 day commercial paper selected by the Remarketing Agent, which sourCe is accepted in writing by the Original Purchaser of the Series 1996C Bonds. In no event, however, shall the Weekly Interest Rate exceed 12% per annum; and (b) If the Original Purchaser no longer holds all the Series 1996C Bonds, the rate of interest accruing weekly on the Series 1996C Bonds shall be either (i) the rate of interest per annum determined by the Remarketing Agent, on the Interest Rate Determination Date immediately preceding the applicable Interest Rate Adjustment Date, to be the interest rate necessary during the Interest Rate Period of one week commencing on the applicable Interest Rate Adjustment Date in the judgment of the Remarketing Agent (taking into consideration current transactions and comparable securities in which the Remarketing Agent is involved or of which it is aware and prevailing financial market conditions) to produce as nearly as practical a par bid for the Series 1996C Bonds on the Interest Rate Determination Date or (ii) in the event -8- that the Remarketing Agent has been removed or has resigned and no successor has been appointed, or the Remarketing Agent has failed to determine the Weekly Interest Rate for whatever reason, or the Weekly Interest Rate cannot be determined pursuant to clause (i) for whatever reason, the interest rate then in effect with respect to the Series 1996C Bonds, without adjustment; provided that in no event shall the Weekly Interest Rate exceed 12% per annum. On each Interest Rate Determination Date, the Remarketing Agent shall give the Trustee, the Borrower and the Letter of Credit Bank telephonic notice (immediately followed in writing) of the interest rate to be borne by the Series 1996C Bonds for the following Interest Rate Period; provided that if the interest rate is determined pursuant to clause (b) of the definition of the applicable Interest Rate Mode, the Trustee shall give notice to the Borrower and the Letter of Credit Bank as above provided. On any Interest Rate Determination Date, the Remarketing Agent (or the Trustee if the interest rate is determined pursuant to such clause (b)) shall make the new interest rate available by telephone to the Holders of the Series 1996C Bonds upon their request. Any calculation of the interest rate to be borne by the Series 1996C Bonds shall be rounded to the nearest one-hundredth of one percent (0.01%). The computation of the interest rate on the Series 1996C Bonds by the Remarketing Agem or the Trustee, as applicable, shall be binding and conclusive upon the Holders of the Series 1996C Bonds. If the interest rate on the Series 1996C Bonds is converted to a different Interest Rate Mode, at least 30 days prior to an Interest Period Reset Date, the Trustee shall notify the Holders of all outstanding Series 1996C Bonds by telephone, immediately confirmed by first class mail, that upon such date, the Series 1996C Bonds shall be converted to a different Interest Rate Mode, which Interest Rate Mode shall be specified, and that all Series 1996C Bonds shall be subject to a mandatory tender pursuant to Section 2.06 of the Indenture, subject to the fight of the Holders to affirmatively elect to waive the mandatory tender and retain their Series 1996C Bonds. TENDER OPTION (a) Tender Option While Series 1996(3 Bonds Bear Interest in an Interest Rate Mode Other Than the Weekly Interest Rate. While the Series 1996C Bonds bear interest at the Three Month Interest Rate, the Six Month Interest Rate, the One Year Interest Rate, the Five Year Interest Rate or the Seven Year Interest Rate, on each Interest Rate Adjustment Date through and including the Interest Rate Adjustment Date next preceding the termination date of the Letter of Credit (a "Bond Purchase Date"), each Holder may tender for purchase Series 1996C Bonds owned by such Holder, as more fully provided in, and subject to the terms, conditions and restrictions contained in the Indenture. Each Holder has the option to tender for purchase on such Bond Purchase Date, at 100% of the principal amount thereof plus accrued interest to the purchase date, all of the Series 1996C Bonds (so long as such Series 1996C Bonds have not previously been selected for redemption) owned by such Holder, or, if such Holder owns more than $100,000 of the Series 1996C Bonds, such lesser principal amount (in denominations of $100,000 or any integral multiple of $5,000 above $100,000) as such Holder may specify in the Instructions to Sell annexed -9- hereto, so long as such Holder, following the Bond Purchase Date, retains Series 1996C Bonds in the minimum amount of $100,000. To exercise such option, the Holder shall (1) no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the eighth Business Day prior to the Bond Purchase Date, give notice to the Trustee by telephone, telegraph or in writing, which states (i) the name and address of the Holder, (ii) the principal amount of the Series 1996C Bonds to be purchased, and (iii) that the Series 1996C Bonds are to be purchased on such Bond Purchase Date pursuant to the terms of the Indenture, and (2) no later than 11:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the fifth Business Day preceding such Bond Purchase Date, deliver to the principal corporate trust office of the Trustee the Series 1996C Bonds to be purchased, with the Instructions to Sell annexed thereto properly completed and executed. If less than all of a Series 1996C Bond so delivered is to be purchased, the Trustee shall, at the cost of the Holder, pursuant to the Indenture, authenticate one or more Series 1996C Bonds, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Series 1996C Bond or Series 1996C Bonds to such Holder. The purchase price of any Series 1996C Bonds duly tendered shall be paid to the tendering Holders thereof solely from remarketing proceeds or, to the extent remarketing proceeds are unavailable, pursuant to a draw on the Letter of Credit. (b) Tender Option While Series 1996C Bonds Bear Interest at the Weekly Interest Rate. While the Series 1996C Bonds bear interest at the Weekly Interest Rate, each Holder has the option to tender for purchase, at 100% of the principal amount thereof plus accrued interest to the purchase date (a "Bond Purchase Date"), all of the Series 1996C Bonds (so long as such Series 1996C Bonds have not previously been selected for redemption) owned by such Holder, or, if such Holder owns more than $100,000 of the .Series 1996C Bonds, such lesser principal amount (in denominations of $100,000 or any integral multiple of $5,000 above $100,000) as such Holder may specify in the.Instructions to Sell.. annexed hereto, so long as such Holder, following the Bond Purchase Date, retains Series 1996C Bonds in the minimum amount of $100,000. To exercise such option, the Holder shall (1) give notice to the Trustee by telephone, telegraph or in writing, which states (i) the name and address of the Holder, (ii) the principal amount of the Series 1996C Bonds to be purchased, and (iii) the date on which such Series 1996C Bonds are to be purchased, which Bond Purchase Date shall be a Business Day not prior to the seventh (7th) day next succeeding the date of delivery of such notice to the Trustee and, if the interest rate on the Series 1996C Bonds is to be converted from the Weekly Interest Rate to a new Interest Rate Mode, is a date prior to the Interest Rate Adjustment Date with respect to the new Interest Rate Mode, and (2) no later than 10:00 a.m. according to the local time at the principal corporate trust office of the Trustee on the Business Day immediately preceding the Bond Purchase Date specified in the aforementioned notice, deliver to the principal corporate trust office of the Trustee the Series 1996C Bonds to be purchased, with the Instructions to Sell annexed thereto properly completed and executed. If less than all of a Series 1996C Bond so delivered is to be purchased, the Trustee shall, at the cost of the Holder, pursuant to the Indenture, authenticate one or more Series 1996C Bonds, registered in the name of such Holder, having the aggregate principal amount being retained by such Holder, and shall deliver such authenticated Series 1996(2 Bond or Series 1996C Bonds to such Holder. The purchase price of any Series 1996C Bonds duly tendered shall be paid to the tendering Holders thereof solely from remarketing proceeds or, to the extent remarketing proceeds are unavailable, pursuant to a draw On the Letter of Credit. -10- If Bonds are accelerated pursuant to an Event of Default under the Indenture, then the Bond Purchase Date shall be deemed to be the date on which the Bonds are to be retired from Eligible Funds or Letter of Credit proceeds pursuant to such acceleration, and the ability to tender Bonds shall not otherwise be affected or impaired by such acceleration. In addition, the Series 1996C Bonds shall no longer be tendered for purchase upon the conversion of the interest rate on the Series 1996C Bonds to the Fixed Interest Rate. The Issuer and the Borrower, with the approval of the Letter of Credit Bank, have appointed Huntington Capital Corp., Columbus, Ohio, as the initial Remarketing Agent. The Borrower may, from time to time, with the approval of the Letter of Credit Bank, remove or replace the Remarkefing Agent. MANDATORY TENDER If at any time the Issuer shall convert the interest rate on the Series 1996C Bonds to a different Interest Rate Mode in accordance with the provisions of the Indenture, then on the date upon which such conversion is effective, all Series 1996C Bonds shall be subject to mandatory tender by the Holders thereof. Notwithstanding such mandatory tender, any Holder may elect to retain his Series 1996C Bonds by delivering to the Trustee a written notice no less than ten Business Days prior to such date which notice shall state that (a) such Holder acknowledges that the Series 1996C Bonds are being converted to bear interest at the applicable Interest Rate Mode, Co) unless the interest rate on the Series 1996C Bonds is being converted to the Weekly Interest Rate, such Holder acknowledges that the next Bond Purchase Date upon which the Series 1996C Bonds may be tendered for purchase is the next Interest Rate Adjustment Date or, if such Series 1996C Bonds are being converted to the Fixed Interest Rate, that such Series 1996C Bonds may no longer be tendered for purchase, and (c) such Holder affirmatively elects to hold his Series 1996C Bonds and receive interest at the applicable rate. If at any time the Borrower provides for the delivery to the Trustee of an Altemate Letter of Credit as provided in the Indenture, then on the date of such delivery, all Series 1996C Bonds shall be subject to mandatory tender by the Holders thereof. Notwithstanding such mandatory tender, any Holder may elect to retain his Series 1996C Bonds by delivering to the Trustee a written notice not less than ten Business Days prior to such date which notice shall state that (i) such Holder realizes that an Alternate Letter of Credit is being delivered to the Trustee, and (ii) such Holder affirmatively elects to hold his Series 1996C Bonds after the provision of the Alternate Letter of Credit. Series 1996C Bonds with respect to which the Trustee shall not have received the election required by the preceding paragraphs shall be deemed to have been tendered whether or not the Holders thereof shall have delivered such Series 1996C Bonds to the Trustee, and subject to the fight of the Holders of such Series 1996C Bonds to receive the purchase price of such Series 1996C Bonds pursuant to a draw on the Letter of Credit and to receive interest accrued thereon to the date of tender thereof, such Series 1996C Bonds shall be null and void and the Trustee shall authenticate and deliver new Series 1996C Bonds in replacement thereof pursuant to the remarketing of such Series 1996C Bonds or the pledge of such Series 1996C Bonds to the Letter of Credit Bank in lieu of remarketing such Series 1996C Bonds. REDEMPTION In addition to the mandatory tender of Series 1996C Bonds as described above, the Series 1996C Bonds are subject to redemption prior to stated maturity pursuant to first class mailed notice thereof by the Trustee at least 30 days prior to the redemption date, as follows: 1. While the Series 1996C Bonds bear interest at the Weekly Interest Rate, the Three Month Interest Rate, the Six Month Interest Rate or the One Year Interest Rate, the Series 1996C Bonds are also subject to redemption by the Issuer (at the direction of the Borrower) prior to maturity on any Interest Payment Date, in whole or in part, at a redemption price of 100% of the principal mount to be redeemed, plus interest accrued to the redemption date. While the Series 1996C Bonds bear interest at the Five Year Interest Rate or the Seven Year Interest Rate, the Series 1996C Bonds are also subject to redemption by the Issuer (at the direction of the Borrower) prior to maturity on any Interest Payment Date which is at least three years following an Interest Rate Adjustment Date, in whole or in part, at a redemption price of 100% of the principal amount to be redeemed, plus interest accrued to the redemption date. Following the Fixed Interest Rate Commencement Date (as defined in the Indenture), the Series 1996C Bonds are also subject to redemption by the Issuer (at the direction of the Borrower) prior to maturity in whole at any time on or after the First Optional Redemption Date and in part on any Interest Payment Date occurring on or after the First Optional Redemption Date, at a redemption price equal to the following percentages of the principal amount to be redeemed, and interest accrued to the redemption date, as follows: Redemption Date Redemption Price, First Optional Redemption Date, through the following October 31 103% First Anniversary of the First Optional Redemption Date, through the following October 31 102% Second Anniversary of the First Optional Redemption Date, through the following October 31 101% Third Anniversary of the First Optional Redemption Date and thereafter 100% "First Optional Redemption Date" means the November 1 occurring in the year which is a number of years after the Fixed Interest Rate Commencement Date equal -12- to the number of full years between the Fixed Interest Rate Commencement Date and the maturity date of the Series 1996C Bonds, divided by two; provided that if such quotient is not a whole number, such quotient shall be rounded to the next higher whole number. 2. The Series 1996C Bonds are also subject to redemption by the Issuer in the event of the exercise by the Borrower Of its option (subject to compliance with Section 4.03 of the Indenture) to direct that redemption upon occurrence of any of the events described in Section 6.2 of the Agreement, (a) at any time in whole, or (b) on any Interest Payment Date in part in the event of condemnation of part of the Project, as provided in Section 6.2 of the Agreement, in each case, at a redemption price of 100% of the principal mount redeemed, plus interest accrued to the redemption date. 3. The Series 1996C Bonds are subject to mandatory redemption in whole on the Interest Payment Date which next precedes a Letter of Credit Termination Date, at a redemption price of 100% of the outstanding principal amount thereof plus accrued interest to the redemption date unless, at least 60 days prior to any such Interest Payment Date, (a) the Letter of Credit Bank shall have agreed to an extension or further extension of the Letter of Credit Termination Date to a date not earlier than one year from the Letter of Credit Termination Date being extended or maturity date of Series 1996C Bonds, whichever is earlier, or (b) pursuant to Section 5.09 of the Indenture, the Borrower shall have obtained and delivered to the Trustee an Alternate Letter of Credit with a temfination date not earlier than one year from the Letter of Credit Termination Date for the Letter of Credit it replaces or the maturity date of the Series 1996C Bonds, whichever is earlier. · . 4. The Series 1996C Bonds are subject to mandatory sinking fund redemption at a redemption price of 100% of the principal amount redeemed plus interest accrued to the redemption date, on the first Business Day of each November in each of the years 1998 to 2002, inclusive, in the amounts indicated below: Year of Redemption On the First Business Day of November Principal Amount to be Redeemed 1998 $160,000 1999 $160,000 2000 $160,000 2001 $160,000 Assuming no redemptions other than pursuant to the preceding schedule, $160,000 principal amount of the Series 1996C Bonds shall be payable at maturity on November 1, 2002. Such mandatory sinking fund redemption obligations are subject to reduction for Series 1996C Bonds otherwise redeemed or delivered for cancellation. -13- 5. The Series 1996C Bonds are subject to mandatory redemption under certain circumstances, and in the manner, described in the Letter of Credit Agreement. If less than all Bonds of a series and a maturity are to be redeemed at one time, the selection of Bonds, or portions thereof in amounts of $5,000 or any integral multiple thereof, to be redeemed shall be made by lot by the Trustee; provided, however, that Bonds which are held by the Letter of Credit Bank or which are pledged to the Letter of Credit Bank shall be selected first for redemption and provided further, that following such selection by the Trustee, each Holder of Bonds shall hold not less than $100,000 in principal amount of Bonds. If Bonds or portions thereof are called for redemption and if on the redemption date moneys for the redemption thereof are held by the Trustee, thereafter those Bonds or portions thereof to be redeemed shall cease to bear interest, and shall cease to be secured by, and shall not be deemed to be outstanding under, the Indenture. It is certified and recited that there have been performed and have happened in regular and due form, as required by law, all acts and conditions necessary to be done or performed by the Issuer or to have happened (i) precedent to and in the issuing of the Series 1996C Bonds in order to make them legal, valid and binding special obligations of the Issuer, and (ii) precedent to and in connection with the execution and delivery of the Indenture and the Agreement; that payment in full for the Series 1996C Bonds has been received; and that the Series 1996C Bonds do not exceed or violate any constitutional or statutory limitation. IN WITNESS OF THE ABOVE, the Issuer has caused this Series 1996C Bond to be executed in the name of the Issuer by the manual or facsimile signature of its Mayor and attested by the manual or facsimile signature of its Clerk-Treasurer, who has' caused the seal of the Issuer to be affixed hereto, as of the date shown above. (SEAL) CITY OF CARMEL, INDIANA -14- This Series 1996C Bond is one of the Series 1996C Bonds described in the within- mentioned Indenture. THE HUNTINGTON NATIONAL BANK OF INDIANA, Trustee Authentication Date: By: Authorized Signer ASSIGNMENT For value received, the undersigned sells, assigns and transfers unto the within Series 1996C Bond and irrevocably constitutes and appoints attorney to transfer that Series 1996C Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Signature Guaranteed: NOTICE: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Series 1996C Bond in every particular, without alteration or any change whatever. NOTICE OF EXERCISE OF TENDER OPTION INSTRUCTIONS TO SELL- For Use When Series 1996C Bonds Are in Interest Rate Mode Other than Weekly Interest Rate TO: The Huntington National Bank of Indiana 41 South High Street, HC 1112 Columbus, Ohio 43215 Attn: Corporate Trust Department $1,100,000 City of Carmel, Indiana Taxable Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996C (Telamon Corporation Project) The undersigned, as the Holder of the Bond annexed hereto (the "Bond"), hereby elects the option available to the undersigned pursuant to the Trust Indenture relating to the above- captioned bond issue. In accordance with such option, the undersigned hereby tenders: check the appropriate box the entire Bond ($100,000 and increments of $5,000 in principal amount of the Bond above $1oo,ooo) for purchase, on the first Bond Purchase Date (as defined in the Bond) after the date hereof, pursuant to the referenced Trust Indenture. In accordance with such tender, the undersigned hereby irrevocably sells, assigns and transfers such Bond or portion thereof at 100% of the principal amount thereof plus accrued interest and does hereby irrevocably constitute and appoint the Trustee as attorney to transfer such Bond or portion thereof on the books of the Trustee, with full power of substitution in the premises. Date: Signature Signature Guaranteed: NOTICE: To exercise the option available to the Holder pursuant to the referenced Trust Indenture, the Holder must notify the Trustee no later than 11:00 a.m. local time of the Trustee on the eighth Business Day prior to the applicable Bond Purchase Date, as further provided in the Bond, and these Instructions to Sell and the Bond must be delivered to the principal corporate trust office of the Trustee no later than 11:00 a.m. local time of the Trustee on the fifth Business Day prior to the applicable Bond Purchase Date. The signature to these Instructions to Sell must correspond with the name as written upon the face of the Bond in every particular, without alteration or enlargement, or any change whatsoever. NOTICE OF EXERCISE OF TENDER OPTION INSTRUCTIONS TO SELL- For Use When Series 1996C Bonds Bear Interest at the Weekly Interest Rate TO: The Huntington National Bank of Indiana 41 South High Street, HC1112 Columbus, Ohio 43215 Attn: Corporate Trust Department. $800,000 City of Carmel, Indiana Taxable Adjustable Rate Demand Industrial Development Revenue Bonds, Series 1996C (Telamon Corporation Project) The undersigned, as the Holder of the Bond annexed hereto (the "Bond"), hereby elects the option available to the undersigned pursuant to the Trust Indenture relating to the above- captioned bond issue. In accordance with such option, the undersigned hereby tenders: check the appropriate box [~] the entire Bond ($100,000 and increments of $5,000 in principal amount of the Bond above $100,000) for purchase, on , which is a date at least seven days following the date of delivery of this notice to the Trustee pursuant to the referenced Trust Indenture. In accordance with such tender, the undersigned hereby irrevocably sells, assigns and transfers such Bond or portion thereof at 100% of the principal amount thereof plus accrued interest and does hereby irrevocably constitute and appoint the Trustee as attorney to transfer such Bond or portion thereof on the books of the Trustee, with full power of substitution in the premises. Date: Signature Signature Guaranteed: NOTICE: To exercise the option available to the Holder pursuant to the referenced Trust Indenture, the Holder must notify the Trustee on the seventh day prior to the applicable Bond Purchase Date, -18- as further provided in the Bond, and these Instructions to Sell and the Bond must be delivered to the principal corporate trust office of the Trustee no later than 10:00 a.m. local time of the Trustee on the Business Day immediately preceding the Bond Purchase Date specified in these Instructions to Sell. The signature to these Instructions to Sell must correspond with the name as written upon the face of the Bond in every particular, without alteration or enlargement, or any change whatsoever. May16,1997 of Carmel ~MO TO: Carmel Common Council FROM: Carmel Economic Development Commission Telamon Corporation Project At the April 28, 1997 meeting of EDC, a motion was unanimously approved by the commission whereby that body requests the Common Council consider suspension of their rules at the May 19th meeting (first reading of Ordnance-1299-97 regarding completion of Telamon project), to allow immediate enactment. The rationale was that after reviewing the findings of fact, there seems no reason for further delay. Thank you for your consideration. cc: Mayor Legal dflmernoiedeoun¢.597 ONE CIVIC SQUARE CARMEL, INDIANA 46032 317/57D2400