Loading...
HomeMy WebLinkAbout1472 Rename Hoover Universal documents to Adient US LLC BILL NO. 2016-032 ORDINANCE NO. Y AN ORDINANCE AUTHORIZING THE DELIVERY OF AN OMNIBUS ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF BOND DOCUMENTS RELATED TO THE CITY'S RECOVERY ZONE FACILITY REVENUE BONDS (HOOVER UNIVERSAL, INC.), SERIES 2010, TO MAKE CERTAIN MODIFICATIONS TO THE BOND DOCUMENTS RELATED TO SAID BONDS. WHEREAS, the City of Riverside, Missouri, a fourth-class city and political subdivision of the State of Missouri (the "City"), is authorized and empowered pursuant to the provisions of Article VI, Section 27(b) of the Missouri Constitution, as amended, and Sections 100.010 through 100.200, inclusive, of the Revised Statutes of Missouri, as amended (RSMo) (collectively, the "Act"), to purchase, construct, extend and improve certain projects (as defined in Section 100.010 RSMo) and to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects and to lease or otherwise dispose of such projects to private persons or corporations for manufacturing, commercial, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable; and WHEREAS, pursuant to the Act, the governing body of the City passed Ordinance No. 1043 (the "Ordinance") on December 14, 2010, authorizing the issuance of its Recovery Zone Facility Revenue Bonds (Hoover Universal, Inc. Project), Series 2010, in the maximum aggregate principal amount $20,000,000 (the "Bonds"), for the purpose of the acquisition of real property and the construction of a manufacturing facility thereon, including the purchase and installation of equipment and fixtures related thereto (the "Project'), located at 4101 Mattox Road in Riverside, Missouri (the "Project Site"), for the Hoover Universal, Inc. ("Hoover"); and WHEREAS, pursuant to the Ordinance, the City (i) entered into a Trust Indenture dated as of December 15, 2010 (the "Indenture") with LIMB Bank, to issue and secure the Bonds, (ii) entered into a Lease Agreement dated as of December 15, 2010 (the "Lease Agreement") with Hoover, pursuant to which the City, as lessor, acquired title to the Project and leased the Project to the Company in consideration of rentals which will be sufficient to pay the principal of and interest on the Bonds, (iii) entered into a Memorandum of Lease Agreement dated December 15, 2010 (the "Lease Memorandum") with Hoover, which was filed for record December 21, 2010 and recorded as Document No. 2010016473 in the office of the Recorder of Deeds of Platte County, Missouri, (iv) entered into a Performance Agreement dated December 15, 2010 (the "Performance Agreement") with Hoover, and (v) entered into a Memorandum of Performance Agreement dated December 15, 2010 (the "Performance Memorandum," and together with the Indenture, the Lease Agreement, the Lease Memorandum, and the Performance Agreement, collectively referred to herein as the "Bond Documents"), with Hoover, which was filed for record on December 21, 2010 and recorded as Document No. 2010016472 in the office of the Recorder of Deeds of Platte County, Missouri; and; and WHEREAS, Adient US LLC ("Adient') desires to purchase the Bonds, and with the City, amend the Bond Documents to memorialize the fact that the Bonds will now be Taxable Industrial Revenue Bonds (Adient US LLC Project), Series 2016 and to make other conforming changes; and WHEREAS, Hoover desires to assign to Adient and Adient wishes to assume from Hoover, all of Hoover's rights, benefits, privileges, and obligations under the Lease Agreement and the Performance Agreement. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI, AS FOLLOWS: Section 1. Authorization of Omnibus Assignment, Assumption, and Amendment to Bond Documents. In order to amend the Bond Documents to reflect that the Bonds will now be Taxable Industrial Revenue Bonds (Adient US LLC Project), Series 2016 and to make other conforming changes, the City is hereby authorized to enter into the Omnibus Assignment, Assumption, and Amendment of Bond Documents dated as of the date set forth therein (the "Agreement"), with Hoover, Adient and the Trustee, in substantially the form presented to and reviewed by the Board of Aldermen of the City (a copy of which, upon execution, will be filed in the office of the City Clerk), with such changes therein as shall be approved by the officers of the City executing the Agreement, such officers' signatures thereon being conclusive evidence of their approval thereof. Section 2. Further Authority. The City shall, and the officers, employees and agents of the City are hereby authorized and directed to execute such other documents, certificates and instruments and take such actions as may be necessary or desirable to carry out and comply with the intent of this Ordinance and to carry out, comply with and perform the duties of the City with respect to the Agreement. Section 3. Effective Date. This Ordinance shall take effect and be in full force from and after its passage and adoption by the City Council and approval by the Mayor. BE IT REMEMBERED that the above was read two times by heading only, passed and approved by a majority of the Board of Aldermen and APPROVED by the Mayor of the City of Riverside, Missouri, this 19th day of July, 2016. ® Ka Teen L. Rose, Mayor ATTFdT: Robin Kint*9id,.GityClerk APPROVED AS TO FORM: �.X City Attorney -2- OMNIBUS ASSIGNMENT ASSUMPTION.AND AMENDMENT OF BOND DOCUMENTS THIS OMNIBUS ASSIGNMENT, ASSUMPTION, AND AMENDMENT OF BOND DOCUMENTS (the "Agreement") is made and entered into as of , 2016 (the "Effective Date"), by the CITY OF RIVERSIDE, MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri(the"City"),UMB BANK,N.A., a national banking association organized and existing under the laws of the United States("UMB Bank"),HOOVER UNIVERSAL,INC., a Michigan corporation("Hoover"),and ADIENT US LLC,a Michigan limited liability company("Adient"). RECITALS WHEREAS, The City is authorized and empowered pursuant to the provisions of Article VI, Section 27(b), of the Missouri Constitution, as amended, and Sections 100.010 through 100.200, inclusive, of the Revised Statutes of Missouri, as amended(collectively,the"Act"),to purchase,construct,extend and improve certain"projects for industrial development"(as defined in Section 100.010 of the Revised Statutes of Missouri, as amended) and to issue industrial development revenue bonds for the purpose of providing funds to pay the costs of such projects for industrial development and to lease or otherwise dispose of such projects for industrial development to private persons or corporations for manufacturing, commercial, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable;and WHEREAS,Pursuant to the Act,the governing body of the City passed Ordinance No. 1043 (the "Ordinance") on December 14, 2010, authorizing the City to issue its Recovery Zone Facility Revenue Bonds (Hoover Universal, Inc. Project), Series 2010, in installments in the maximum aggregate principal amount of $20,000,000 (the "Bonds"), for the purpose of (a) acquiring real property located at approximately 4101 Mattox Road in Riverside, Missouri (the "Project Site"), (b) leasing the Project Site to Hoover for the purpose of construction of an approximately 175,000 square foot manufacturing facility thereon, including the purchase and installation of equipment and fixtures related thereto (the"Project"), and(c)paying a portion of the costs of issuing the Bonds; and WHEREAS, Pursuant to the Ordinance, the City (i) entered into a Trust Indenture dated as of December 15, 2010 (the "Indenture")with UMB Bank,to issue and secure the Bonds, (ii) entered into a Lease Agreement dated as of December 15, 2010 (the "Lease Agreement") with Hoover, pursuant to which the City, as lessor, acquired title to the Project and leased the Project to the Company in consideration of rentals which will be sufficient to pay the principal of and interest on the Bonds, (iii) entered into a Memorandum of Lease Agreement dated December 15, 2010 (the "Lease Memorandum") with Hoover,which was filed for record December 21, 2010 and recorded as Document No. 2010016473 in the office of the Recorder of Deeds of Platte County, Missouri, (iv) entered into a Performance Agreement dated December 15,2010(the"Performance Agreement')with Hoover,and(v)entered into a Memorandum of Performance Agreement dated December 15, 2010 (the "Performance Memorandum," and together with the Indenture, the Lease Agreement, the Lease Memorandum, and the Performance Agreement, collectively referred to herein as the "Bond Documents"), with Hoover, which was filed for record on December 21, 2010 and recorded as Document No. 2010016472 in the office of the Recorder of Deeds of Platte County, Missouri; and WHEREAS, Adient desires to purchase the Bonds, and, with the City, desires to amend the Bond Documents to memorialize that the Bonds will now be Taxable Industrial Revenue Bonds(Adient US LLC Project),Series 2016 and to make other conforming changes;and 1 WHEREAS, Hoover desires to assign to Adient, and Adient desires to assume from Hoover, all of Hoover's rights, benefits, privileges, and obligations under the Lease Agreement and the Performance Agreement;and WHEREAS, all capitalized terms which are not expressly defined herein shall have the same meaning as ascribed in the Lease Agreement. NOW THEREFORE, for and in consideration of mutual covenants, the City, UMB Bank, Hoover,and Adient do each hereby agree as follows: ARTICLE 1: ASSIGNMENT AND ASSUMPTION Section 101. Assignment. Hoover does hereby assign, transfer, set over and deliver unto Assignee all of Hoover's right, title and interest in and to the Lease Agreement and the Performance Agreement. Section 102. Assumption. Adient does hereby assume and shall timely perform all of the terms,covenants, conditions, and obligations of Hoover under the Lease Agreement and the Performance Agreement which are required to be performed by Hoover thereunder. Section 103. Binding Effect. All of the covenants,terms and conditions set forth herein shall be binding upon and shall inure to the benefit of all the parties hereto and their respective heirs, legal representatives, successors and assigns. Section 104. Release. The City hereby releases Hoover from any obligations that are part of the Lease Agreement and Performance Agreement,as of the date hereof. Section 105. Notice. All notices,requests and other communications to Hoover under the Lease Agreement and Performance Agreement shall hereafter be to Adient at the following address: Adient US LLC P.O.Box 591 Attn:Tax Department X-81 Milwaukee,Wisconsin 53201 ARTICLE 2:AMENDMENT Section 201. Amendment of the Bond Documents. (a) All references in the Bonds Documents to the Recovery Zone Facility Revenue Bonds (Hoover Universal,Inc.Project), Series 2010,shall be deleted and the name Taxable Industrial Revenue Bonds(Adient US LLC Project), Series 2016 shall be substituted therefor. (b) The following terms in Section 101 of the Indenture are hereby deleted and of no further force and effect: 1. Adjustment Date 2. Applicable Factor 2 3. Applicable Spread 4. Applicable Spread Adjustment Date 5. Default Rate 6. Determination of Taxability 7. Increased Costs 8. Index 9. Interest Rate Recapture Amount 10. LIBOR 11. LIBOR Floating Rate 12. Maximum Rate 13. New York Banking Day 14. Taxability Premium (c) Section 101 of the Indenture is hereby amended by the addition of the following definitions: "Company"means Adient US LLC,a Michigan limited liability company, its successors and assigns. "Interest Payment Date"means December 1 of each year,commencing with December 1,2016." (d) Section 208(d)(1)-(2) is hereby deleted and the following Section 208(e) is substituted therefor: (e) The Bond shall bear interest at the rate of 2.00% per annum on the Outstanding Principal Amount of the Bonds, and such interest shall be payable in arrears on each December 1, commencing December 1, 2016 and upon maturity, and continuing thereafter until the said Outstanding Principal Amount is paid in full; provided,however, in no event shall the interest rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of Missouri. Interest shall be calculated on the basis of a year of 360 days consisting of twelve months of 30 days each. Principal shall be payable at maturity unless redeemed prior to said date in accordance with Article III. (e) Article III of the Indenture is hereby deleted and the following Article III is substituted therefor: "ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally. The Bonds shall be subject to redemption prior to maturity in accordance with the terms and provisions set forth in this Article. Additional Bonds shall be subject to redemption prior to maturity in accordance with the terms and provisions contained in this Article and as may be specified in the Supplemental Indenture authorizing such Additional Bonds. 3 Section 302. Redemption of Bonds. The Bonds shall be subject to redemption and payment in whole or in part,as follows: (a) At any time prior to the stated maturity thereof, by the Issuer, at the option of and upon instructions from the Tenant, at a price equal to the par value thereof, plus accrued interest thereon,without premium or penalty,to the date of payment. (b) At any time prior to the stated maturity thereof, to the extent amounts are deposited into the Bond Fund in accordance with Section 602 hereof, at a price equal to the par value thereof, plus accrued interest thereon, without premium or penalty,to the date of payment. Section 303. Effect of Call for Redemption. Prior to or on the date fixed for redemption, funds or non-callable Government Securities shall be placed with the Trustee which are sufficient to pay the Bonds called for redemption and accrued interest thereon, if any, to the redemption date. Upon the happening of the above conditions and appropriate written notice having been given, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, and shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture. Section 304. Notice of Redemption. In the event the Bonds are to be called for redemption as provided in Section 302(a)or(b)hereof,the Tenant shall deliver written notice to the Issuer and the Trustee that it has elected to redeem all or a portion of the Bonds in accordance with Section 302(a) or (b) hereof at least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner at least five days prior to the scheduled redemption date by first class mail stating the date upon which the Bonds will be redeemed and paid." (f) Section 401 of the Indenture is hereby modified as follows: "Section 401. Creation of Funds and Accounts. (a) There are hereby created and ordered to be established in the custody of the Trustee the following special trust funds with respect to the Bonds, to be designated as follows: (1) "City of Riverside, Missouri,Bond Fund—Adient US LLC Project." (2) "City of Riverside,Missouri,Project Fund—Adient US LLC Project." (3) "City of Riverside, Missouri, Costs of Issuance Fund —Adient US LLC Project." (4) "City of Riverside,Missouri, Rebate Fund—Adient US LLC Project." (b) The Trustee is authorized to establish separate accounts within such funds or otherwise segregate moneys within such funds, on a book-entry basis or in such 4 other manner as the Trustee may deem necessary or convenient, or as the Trustee shall be instructed in writing by the City. (c) All moneys deposited with or paid to the Trustee for the funds and accounts held under this Indenture shall be held by the Trustee in trust and shall be applied only in accordance with the provisions of this Indenture and the Lease, and, until used or applied as herein provided, and except as provided in Sections 306 and 901, shall (except for moneys in the Rebate Fund) constitute part of the Trust Estate and be subject to the lien, terms and provisions hereof and shall not be commingled with any other funds of the City or the Company except as provided under Section 413 for investment purposes." (g) Section 1003 of the Indenture is hereby modified as follows: Section 1003. Notices. Unless otherwise specifically provided for herein, it shall be sufficient service of any notice, request, complaint, demand or other paper required by this Indenture to be given or filed with the City,the Trustee, the Company, the Company or Bondowners if the same shall be duly mailed, postage prepaid, sent by overnight delivery service or other delivery service: (a) To the City: City of Riverside,Missouri 2950 N.W.Vivion Road Riverside, Missouri 64150 Attention: City Administrator (b) To the Trustee: UMB Bank,N.A. 1010 Grand,Fourth Floor Kansas City, Missouri 64106 Attention: Corporate Trust (c) To the Company: Adient US LLC P.O. Box 591 Attn: Tax Department X-81 Milwaukee, Wisconsin 53201 (d) To the Bondowners if the same is duly mailed by first class, registered or certified mail addressed to each of the Owners of Bonds at the time Outstanding as shown by the bond registration books required by Section 206 to be kept at the principal corporate trust office of the Trustee. Section 202. Amendment of the Bond Form. The form of Bond attached as Exhibit C to the Indenture is hereby deleted and the form of Bond attached hereto as Exhibit C is substituted therefor. 5 Section 203. Release of Guaranty. Hoover is hereby released from any obligations that are a part of the Guaranty dated December 15,2010 between Hoover and UMB Bank,as of the date hereof. ARTICLE 3: GENERAL PROVISIONS Section 301. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section 302. Ratification of Bond Documents. The Bond Documents, as hereby amended,are acknowledged, ratified and confirmed in all respects as being valid, existing and of full force and effect. The execution, delivery and effectiveness of this Omnibus Amendment shall not operate as a release or waiver of any right,power, liability or remedy of the parties hereto(or of any person or entity who may now or hereafter be liable under or on account of the Bond Documents)nor constitute a release or waiver of any provision of the Bond Documents. All of the Bonds described in the Bond Documents shall remain subject to the lien, charge and encumbrance of the respective Bond Documents, and nothing herein contained and nothing done pursuant hereto, 'shall affect the lien or encumbrance of the Bond Documents or the priority thereof in relation to other liens or encumbrances affecting such Bond. Section 303. Severability. In the event any terms or provisions of this Agreement shall be held to be illegal, invalid, or unenforceable or inoperative as a matter of law, the remaining terms and provisions of this Assignment shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect. Section 304. HeadiIngs and Complete Agreement. The captions and headings contained herein are solely for convenience and reference and do not constitute a part of this Agreement. This Assignment contains the full and complete agreement between the parties hereto and supersedes any prior agreement or understandings between the parties. This Agreement may be amended only by a written instrument executed by both parties hereto. Section 305. Further Assurances. The parties shall execute and deliver to the other party such other and further instruments of conveyance, assignment, transfer, and consent as said party may reasonably request to accomplish the purpose of this Agreement. Section 306. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original,but all of which together shall constitute the same instrument. Section 307. Electronic Transactions. The parties agree that the arrangement described herein may be conducted and the re�ated documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and'',other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,action or suit in the appropriate court of law. [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 6 IN WITNESS WHEREOF, this Assignment and Assumption Agreement is entered into as of the Effective Date above written. CITY OF RIVERSIDE,MISSOURI,a Missouri fourth-class ity By: &Lco� a s ,Mayor [SEAL] i. Attest: „ r , B Robin Kincaid, City Clerk UMB BANK,N.A., a national banking association By: HOOVER UNIVERSAL,INC., a Michigan corporation By: Brian Cadwallader,President ADIENT US LLC, a Michigan limited liability company By: Brian Stief,President 7 EXHIBIT C (FORM OF BOND) This Bond has not been registered under the Securities Act of 1933, as amended, or any state securities laws, and this Bond may not be transferred unless(i)the Issuer consents in writing to such transfer, and (ii) the Issuer and the Trustee are furnished a written legal opinion from counsel acceptable to the Issuer, the Trustee and the Tenant, to the effect that such transfer is exempt from the registration requirements of the Securities Act of 1933, as amended,and any applicable state securities laws. This Bond may be transferred to any successor of the Tenant or any entity owned by or under common ownership with the Tenant without the necessity of obtaining the Issuer's consent or such an opinion. R-1 Date: ,2016 UNITED STATES OF AMERICA STATE OF MISSOURI COUNTY OF PLATTE CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (ADIENT US LLC PROJECT) SERIES 2016 THE CITY OF RIVERSIDE, MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri (the "Issuer"), for value received, promises to pay, but solely from the source hereinafter referred to,to YANFENG USA AUTOMOTIVE TRIM SYSTEMS,INC. or registered assigns,on December 1,2020,the aggregate principal amount of TWENTY MILLION DOLLARS or such lesser amount as may be outstanding hereunder as reflected in the bond registration books maintained by the Trustee. The registered owner shall note the principal amount outstanding hereunder in the Table of Outstanding Principal Amount attached hereto, provided, however, that the registration books maintained by the Trustee shall be the official record of the Outstanding Principal Amount of this Bond, in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts, and in like manner to pay to the registered owner hereof, either by check or draft mailed to the registered owner at a stated address as it appears on the bond registration books of the Issuer kept by the Trustee under the within mentioned Indenture or, in certain situations authorized in the Indenture, by internal bank transfer or by wire transfer to an account in a commercial bank or savings institution located in the continental United States, interest on the Outstanding Principal Amount (as hereinafter defined) at the rate of 2.00% per annum payable in arrears on each December 1, commencing December 1, 2016 and upon maturity, and continuing thereafter until the said Outstanding Principal Amount is paid in full; provided, however, in no event shall the interest rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of Missouri. Interest shall be computed on the basis of a year of 360 days consisting of 12 months of 30 days each. Principal on this Bond shall be payable on the maturity date set forth above, unless such principal shall have been paid as a result of a redemption of the Bonds prior to such maturity date. As used herein,the term"Outstanding Principal Amount"means the aggregate of principal amount of all Bonds outstanding under the provisions of the hereinafter defined Indenture,as reflected in the records maintained by the Trustee. The Trustee shall keep and maintain a record of the amounts deposited into the Project Fund pursuant to the terms of the Indenture as "Principal Amount Deposited into,Project Fund" and shall enter the aggregate principal amount of this Bond then outstanding on its records as the "Outstanding Principal Amount" on its records maintained for this Bond. On each date upon which a portion of the Outstanding Principal Amount is paid to the registered owner hereof, pursuant to the optional redemption provisions of the Indenture, the Trustee shall enter on its records the principal amount paid on the Bond as "Principal Amount Paid Pursuant to Optional Redemption Provisions," and shall enter the then outstanding principal amount of this Bond as "Outstanding Principal Amount" on its records. The registered owner may from time to time enter the respective amounts deposited into the Project Fund pursuant to the terms of the Indenture under the column headed "Principal Amount Deposited Into Project Fund" on the attached Table of Outstanding Principal Amount(the "Table") and may enter the aggregate principal amount of this Bond then outstanding under the column headed"Outstanding Principal Amount"on the attached Table. On each date upon which a portion of the Outstanding Principal Amount is paid to the registered owner hereof pursuant to the optional redemption provisions of the Indenture,the registered owner may enter the principal amount paid on this Bond under the column headed "Principal Amount Paid Pursuant to Optional Redemption Provisions" on the Table and may enter the then outstanding principal amount of this Bond under the column headed "Outstanding Principal Amount" on the Table. However, the records maintained by the Trustee as to amounts deposited into the Project Fund or principal amounts paid on this Bond shall be the official records of the Outstanding Principal Amount for all purposes. THIS BOND is a duly authorized Bond of the Issuer designated "City of Riverside, Missouri Taxable Industrial Revenue Bonds (Adient US LLC Project), Series 2016," in the aggregate principal amount of$20,000,000(the"Bonds"),to be issued for the purpose of providing funds to pay the cost of(a) acquiring certain real property located at approximately 4101 Mattox Road in Riverside, Missouri (the "Project Site"), (b) leasing the Project Site to Hoover Universal, Inc., a Michigan corporation (the "Company") pursuant to a Lease Agreement dated December 15, 2010, as amended, for the purpose of construction of an approximately 175,000 square foot manufacturing facility thereon, including the purchase and installation of equipment and fixtures related thereto(the"Project Improvements"), and (c) paying a portion of the costs of issuing the Bonds, all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations and Article VI, Section 27(b) of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the Revised Statutes of Missouri, as amended, and pursuant to proceedings duly had by the governing body of the Issuer. THE BONDS are issued under and are equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of December 15, 2010, as amended (said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereof, being herein called the "Indenture"), between the Issuer and UMB Bank,N.A., as trustee(the"Trustee"). Subject to the terms and conditions set forth therein, the Indenture permits the Issuer to issue Additional Bonds (as defined therein) secured by the Indenture on a parity with the Bonds. Reference is hereby made to the Indenture for a description of 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 owners of the Bonds, and the terms upon which the Bonds are issued and secured. THIS BOND shall be subject to redemption and payment as provided in the Indenture: In the event the Bonds are to be called for redemption as provided in the Indenture,the Tenant shall deliver written notice to the Issuer and the Trustee that it has elected to redeem all or a portion of the Bonds in accordance with the Indenture at least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner of this Bond at least five days prior to the scheduled redemption date by first class mail stating the date upon which the Bonds will be redeemed and paid. THE BONDS are special obligations of the Issuer payable solely out of the rents, revenues and receipts derived by the Issuer from the Project and not from any other fund or source of the Issuer, and are secured by a pledge and assignment of the Project and of such rents, revenues and receipts, including all rentals and other amounts to be received by the Issuer under and pursuant to the Lease,all as provided in the Indenture. The Bonds do not constitute general obligations of the Issuer or the State of Missouri, and neither the Issuer nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in any manner by taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Tenant directly to the Trustee for the account of the Issuer and deposited in a special account created by the Issuer and designated the"City of Riverside,Missouri,Taxable Industrial Revenue Bond Fund—Adient US LLC, Series 2016." THE OWNER of this Bond shall have no right to enforce the provision of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the extent and in the circumstances permitted by the Indenture. SUBJECT TO the requirements for transfer set forth above in the legend contained on the face of this Bond, this Bond is transferable, as provided in the Indenture, only upon the books of the Issuer kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by such person's duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such person's duly authorized attorney, and thereupon a new fully registered Bond or Bonds,without coupons, and in the same aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Issuer, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of, or on account of, the principal or redemption price hereof and interest due hereon and for all other purposes. THE BONDS are issuable in the form of one fully registered Bond without coupons in the aggregate principal denomination of$20,000,000. THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. IT IS HEREBY CERTIFIED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State of Missouri. IN WITNESS WHEREOF,the City of Riverside, Missouri, has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor, attested by the manual or facsimile signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon. CITY OF RIVERSIDE,NHSSOURJ By Mayor (SEAL) ATTEST: n By lu / e City Clerk TABLE OF OUTSTANDING PRINCIPAL AMOUNT Principal Amount Principal Amount Paid Pursuant to Outstanding Notation Deposited Into Redemption Principal Made Date Proiect Fund Provisions Amount By (FORM OF ASSIGNMENT) (NOTE RESTRICTIONS ON TRANSFERS) FOR VALUE RECEIVED,the undersigned hereby sells,assigns and transfers unto Print or Typewrite Name,Address and Social Security or other Taxpayer Identification Number of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept by the Trustee for the registration and transfer of Bonds,with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular. Signature Guaranteed By: [Seal] (Name of Eligible Guarantor Institution(as) defined by SEC Rule 17Ad-15, 12CFR 240.17Ad-15,or any similar rule which Trustee deems applicable)) By Title: CERTIFICATE OF AUTHENTICATION This Bond is the Taxable Industrial Revenue Bond (Adient US LLC Project), Series 2016, described in the Trust Indenture. The effective date of registration of this Bond is set forth below. UMB BANK,as Trustee By Date Name: Title: COMPANY'S CLOSING CERTIFICATE I, the undersigned hereby certify that I am a duly qualified and acting officer of ADIENT US LLC,a Michigan limited liability company(the"Company")and as such I am familiar with the books and records of the Company. In connection with the issuance of$20,000,000 maximum aggregate principal amount of Industrial Revenue Bonds(Adient US LLC Project), Series 2016 (the"Series 2016 Bonds") by the City of Riverside,Missouri(the"City"),I hereby further certify as follows: 1. ORGANIZATION AND AUTHORITY 1.1. Due Organization. The Company is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Michigan and is authorized to conduct business and is in good standing in the State of Missouri. Attached hereto as Exhibit A is a Certificate of Good Standing for the Company from the Secretary of State of Michigan,which has not been amended or revoked and is in full force and effect as of the date hereof. Attached hereto as Exhibit B is a Certificate of Good Standing for the Company from the Secretary of State of Missouri, which has not been amended or revoked and is in full force and effect as of the date hereof. 1.2. Organizational Documents. The copies of the Articles of Organization and Operating Agreement attached hereto as Exhibit C and Exhibit D, respectively, are true, complete and correct copies of the Articles of Organization and Operating Agreement of the Company, and said Articles of Organization and Operating Agreement of the Company have not been amended and are in full force and effect as of the date hereof. 1.3. Resolution. Attached hereto as Exhibit E is a true, correct and complete copy of the resolution duly adopted by the members of the Company (the "Resolution"), which Resolution does not, and did not, in any manner contravene the Articles of Organization or Operating Agreement of the Company as such Articles of Organization and Operating Agreement now exist and as they existed as of the date of adoption of the Resolution; and the Resolution has not been amended,modified or rescinded in any manner and is in full force and effect on the date hereof. 1.4. Incumbency of Officers. The persons named below were on the date or dates of the execution of the documents listed in Section 2.2 below, and is on this date, duly appointed or elected, qualified and acting officers of the Company, holding the office set opposite their names and are duly authorized to execute the documents listed in Section 2.2 below: Name Title Brian Stief President 2. BOND TRANSCRIPTS AND LEGAL DOCUMENTS 2.1. Transcript of Proceedings. The Transcript furnished to the purchaser of the Bonds and on file in the official records of the City includes a true and correct copy of the proceedings had by the Company and other records, proceedings and documents relating to the issuance of the Bonds; said Transcript is,to the best of my knowledge, information and belief, full and complete; such proceedings of the Company shown in said Transcript have not been modified,amended or repealed and are in full force and effect as of the date hereof. 2.2. Execution of Documents. The following documents (collectively, the "Company Documents")have been executed and delivered in the name and on behalf of the Company by the persons identified in Section 1.4 above,pursuant to and in full compliance with the Resolution; the copies of said documents contained in the Transcript are true, complete and correct copies or counterparts of said documents as executed and delivered by the Company; and said documents, as amended, are in full force and effect as of the date hereof: (a) Omnibus Assignment, Assumption, and Amendment of Bond Documents between the Company,the City,Hoover Universal,Inc., and UMB Bank,N.A. 2.3. Representations. Each of the representations of the Company set forth in the Company Documents are true and correct in all material respects as of the date hereof, as if made on the date hereof, and all covenants and conditions to be complied with and obligations to be performed by the Company under the Company Documents have been complied with and performed. 2.4. Non-Litigation. There is no controversy, suit or other proceeding of any kind pending or threatened wherein or whereby any question is raised, or may be raised, questioning, disputing or affecting in any way the legal organization of the Company, or the right or title of any of its officers to their respective offices, or the legality of any official act shown to have been done in the Transcript evidencing the authorization and issuance of the Bonds, or the constitutionality or validity of the obligations represented by the Bonds and the Company Documents,or the validity of the Bonds or any of the proceedings had in relation to the authorization, issuance or sale thereof or the execution and delivery of any of the documents related thereto. 3. LEGAL COUNSEL 3.1. Legal Counsel. I have been counseled by the Company's legal counsel as to the purpose of the foregoing certifications and the meanings of the matters set forth in the foregoing certifications. I understand that such certifications will be relied upon by the City in the issuance of the Bonds and by the law firm of Gilmore& Bell, P.C. in rendering its opinion as to validity of the issuance of the Bonds. [Remainder ofpage intentionally left blank.] IN WITNESS WHEREOF, the undersigned has caused this Certificate to be executed this day of July,2016. ADIENT US LLC By: Name: Brian Stief Title: President [Company's Closing Certificate] EXHIBIT A CERTIFICATE OF GOOD STANDING-MICHIGAN EXHIBIT B CERTIFICATE OF GOOD STANDING-MISSOURI EXIMIT C ARTICLES OF ORGANIZATION EXHIBIT D OPERATING AGREEMENT EXHIBIT E RESOLUTION OPINION FOR COUNSEL TO THE COMPANY 2016 Mayor and Board of Aldermen City of Riverside, Missouri UMB Bank,N.A., as Trustee Kansas City, Missouri Gilmore&Bell, P.C. Kansas City,Missouri Hoover Universal,Inc. Plymouth,Michigan Re: $20,000,000 Industrial Revenue Bonds(Adient US LLC Project), Series 2016 of the City of Riverside,Missouri Ladies and Gentlemen: We have acted as special counsel for Adient US LLC, a Michigan limited liability company (the "Company"), and as such, we have examined the following in connection with the issuance and sale of the above-referenced Bonds: (a) Articles of Organization of the Company, the Operating Agreement of the Company and a certified copy of the resolutions of the Company,dated 2016 (the"Resolution"), (b) Omnibus Assignment, Assumption, and Amendment of Bond Documents, dated as of 2016, (the"Agreement"),between the Company,the City, Hoover Universal, Inc.,and UMB Bank,N.A. (c) such other records and instruments of the Company, together with applicable certificates of public officials and such other documents as we deem relevant in rendering this opinion. Based upon such examination,we are of the opinion that: 1. The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan, and is duly qualified to transact business and is in good standing in the State of Missouri. 2. The Agreement has been duly authorized by all requisite action on the part of the Company, and has been duly executed and delivered by on behalf of the Company by duly authorized officers of the Company, and constitutes the Company's valid and binding obligations, enforceable in accordance with the terms (except as such enforceability may be limited by any bankruptcy, insolvency, moratorium,reorganization or other laws affecting creditors' rights generally). 3. The execution, delivery and compliance with the provisions of the Agreement by the Company have not and will not (with the passage of time or the giving of notice, or both) result in or constitute a breach of or default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or violate any provision of the Certificate of Formation of the Company, or of any constitutional or statutory provision, or of any order,rule or regulation of any court or governmental authority applicable to the Company or its property. 4. All consents, approvals, authorizations or orders of, or registrations or filings with, any court or governmental agency or body required with respect to the Company for the valid execution and delivery by the Company of, or the performance of its obligations under, the Agreement have been obtained or made. 5. There is no action, suit or other proceeding pending or, to the best of our knowledge, threatened against the Company, at law or in equity or before any governmental authority, which might adversely affect the validity or enforceability of the Lease Agreement or the ability of the Company to perform its obligations under the Agreement, or which might adversely affect the condition, financial or otherwise, of the Company. Very truly yours, OPINION FOR COUNSEL TO THE COMPANY 12016 Mayor and Board of Aldermen City of Riverside,Missouri UMB Bank,N.A.,as Trustee Kansas City,Missouri Gilmore&Bell,P.C. Kansas City,Missouri Adient US LLC Milwaukee,Wisconsin Re: $20,000,000 Industrial Revenue Bonds(Adient US LLC Project), Series 2016 of the City of Riverside,Missouri Ladies and Gentlemen: We have acted as special counsel for Hoover Universal, Inc., a Michigan corporation (the "Company"), and as such, we have examined the following in connection with the issuance and sale of the above-referenced Bonds: (a) Articles of Incorporation of the Company, the By-Laws of the Company and a certified copy of the resolutions of the Company, dated 2016 (the "Resolution"), (b) Omnibus Assignment, Assumption, and Amendment of Bond Documents, dated as of 2016, (the "Agreement'), between the Company, the City, the Company, Inc., and UMB Bank,N.A. (c) such other records and instruments of the Company, together with applicable certificates of public officials and such other documents as we deem relevant in rendering this opinion. Based upon such examination, we are of the opinion that: 1. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Michigan, and is duly qualified to transact business and is in good standing in the State of Missouri. 2. The Agreement has been duly authorized by all requisite action on the part of the Company, and has been duly executed and delivered by on behalf of the Company by duly authorized officers of the Company, and constitutes the Company's valid and binding obligations, enforceable in accordance with the terms (except as such enforceability may be limited by any bankruptcy, insolvency, moratorium,reorganization or other laws affecting creditors' rights generally). 3. The execution, delivery and compliance with the provisions of the Agreement by the Company have not and will not (with the passage of time or the giving of notice, or both) result in or constitute a breach of or default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or violate any provision of the Certificate of Formation of the Company, or of any constitutional or statutory provision, or of any order,rule or regulation of any court or governmental authority applicable to the Company or its property. 4. All consents, approvals, authorizations or orders of, or registrations or filings with, any court or governmental agency or body required with respect to the Company for the valid execution and delivery by the Company of, or the performance of its obligations under, the Agreement have been obtained or made. 5. There is no action, suit or other proceeding pending or, to the best of our knowledge, threatened against the Company, at law or in equity or before any governmental authority, which might adversely affect the validity or enforceability of the Lease Agreement or the ability of the Company to perform its obligations under the Agreement, or which might adversely affect the condition, financial or otherwise, of the Company. Very truly yours, OPINION FOR COUNSEL TO THE COMPANY July 20, 2016 Mayor and Board of Aldermen City of Riverside,Missouri UMB Bank,N.A.,as Trustee Kansas City,Missouri Gilmore&Bell,P.C. Kansas City,Missouri Hoover Universal,Inc. Plymouth,Michigan Re: $20,000,000 Industrial Revenue Bonds (Adient US LLC Project), Series 2010 of the City of Riverside,Missouri Ladies and Gentlemen: We have acted as special counsel for Adient US LLC, a Michigan limited liability company (the "Company"), and as such, we have examined the following in connection with the issuance and sale of the above-referenced Bonds: (a) Articles of Organization of the Company, as amended,the Operating Agreement of the Company and a certified copy of the resolutions of the Company, dated ,2016 (the"Resolution"), (b) Omnibus Assignment, Assumption, and Amendment of Rights and Obligations, dated as of July 18, 2016, (the"Agreement"),between the Company,the City, Hoover Universal, Inc.,and UMB Bank,N.A. (c) such other records and instruments of the Company, together with applicable certificates of public officials and such other documents as we deem relevant in rendering this opinion. Based upon such examination,we are of the opinion that: I. The Company has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Michigan, and is duly qualified to transact business and is in good standing in the State of Missouri. 2. The Agreement has been duly authorized by all requisite action on the part of the Company, and has been duly executed and delivered by on behalf of the Company by duly authorized officers of the Company, and constitutes the Company's valid and binding obligations, enforceable in accordance with the terms (except as such enforceability may be limited by any bankruptcy, insolvency, moratorium,reorganization or other laws affecting creditors' rights generally). 3. The execution, delivery and compliance with the provisions of the Agreement by the Company have not and will not (with the passage of time or the giving of notice, or both) result in or constitute a breach of or default under any indenture, mortgage, deed of trust, lease or other agreement or instrument to which the Company is a party or by which it or any of its property is bound, or violate any provision of the Certificate of Formation of the Company, or of any constitutional or statutory provision, or of any order,rule or regulation of any court or governmental authority applicable to the Company or its property. 4. All consents, approvals, authorizations or orders of, or registrations or filings with, any court or governmental agency or body required with respect to the Company for the valid execution and delivery by the Company of, or the performance of its obligations under, the Agreement have been obtained or made. 5. There is no action, suit or other proceeding pending or, to the best of our knowledge, threatened against the Company, at law or in equity or before any governmental authority, which might adversely affect the validity or enforceability of the Lease Agreement or the ability of the Company to perform its obligations under the Agreement, or which might adversely affect the condition, financial or otherwise, of the Company. Very truly yours, OMNIBUS AMENDMENT OF BOND DOCUMENTS THIS OMNIBUS AMENDMENT OF BOND DOCUMENTS(the"Agreement") is made and entered into as of September 1,2016(the"Effective Date'),by the CITY OF RIVERSIDE,MISSOURI, a fourth-class city organized and existing under the laws of the State of Missouri (the "City"), UMB BANK, N.A., a national banking association organized and existing under the laws of the United States ("UMB Bank'J,HOOVER UNIVERSAL,INC.,a Michigan corporation("Hoover"). RECITALS WHEREAS, The City is authorized and empowered pursuant to the provisions of Article VI, Section 27(b), of the Missouri Constitution, w amended, and Sections 100.010 through 100.200, inclusive, of the Revised Statutes of Missouri,as amended(collectively,the"Act"),to purchase,construct,extend and improve certain"projects for industrial development"(as defined in Section 100.010 of the Revised Statutes of Missouri, as amended) and to issue industrial development revenue bonds for the purpose of providing fimds to pay the costs of such projects for industrial development and to lease or otherwise dispose of such projects for industrial development to private persons or corporations for manufacturing, commercial, warehousing and industrial development purposes upon such terms and conditions as the City shall deem advisable;and WHEREAS,Pursuant to the Act,the governing body of the City passed Ordinance No. 1043 (the "Ordinance") on December 14, 2010, authorizing the City to issue its Recovery Zone Facility Revenue Bonds(Hoover Universal, Inc.Project), Series 2010, in installments in the maximum aggregate principal amount of $20,000,000 (the "Bonds"), for the purpose of (a) acquiring real property located at approximately 4101 Mattox Road in Riverside,Missouri (the"Project Site"),(b) leasing the Project Site to Hoover for the purpose of construction of an approximately 175,000 square foot manufacturing facility thereon, including the purchase and installation of equipment and fixtures related thereto(the"Project"), and(c)paying a portion of the costs of issuing the Bonds;and WHEREAS, Pursuant to the Ordinance, the City (i) entered into a Trust Indenture dated as of December 15, 2010 (the "Indenture")with UMB Bank,to issue and secure the Bonds, (ii)entered into a Lease Agreement dated as of December 15, 2010 (the "Lease Agreement") with Hoover, pursuant to which the City, as lessor, acquired title to the Project and leased the Project to the Company in consideration of rentals which will be sufficient to pay the principal of and interest on the Bonds, (iii) entered into a Memorandum of Lease Agreement dated December 15, 2010(the "Lease Memorandum") with Hoover,which was filed for record December 21,2010 and recorded as Document No.2010016473 in the office of the Recorder of Deeds of Platte County, Missouri, (iv) entered into a Performance Agreement dated December 15,2010(the"Performance Agreement")with Hoover,and(v)entered into a Memorandum of Performance Agreement dated December 15, 2010 (the "Performance Memorandum," and together with the Indenture, the Lease Agreement, the Lease Memorandum, and the Performance Agreement, collectively referred to herein as the "Bond Documents"), with Hoover, which was filed for record on December 21, 2010 and recorded as Document No. 2010016472 in the office of the Recorder of Deeds of Platte County,Missouri;and WHEREAS, Hoover is purchasing the Bonds on the Effective Date, and, with the City, desires to amend the Bond Documents to memorialize that the Bonds will now be Taxable Industrial Revenue Bonds (Hoover Universal,Inc.Project),Series 2016 and to make other conforming changes; and 1 WHEREAS, the parties have agreed to release the Guaranty dated December 15, 2010 (the "Guaranty")from Johnson Controls,Inc.;and WHEREAS, all capitalized terms which are not expressly defined herein shall have the same meaning as ascribed in the Indenture. NOW THEREFORE, for and in consideration of mutual covenants, the City, UMB Bank, and Hoover,do each hereby agree as follows: ARTICLE 1:RELEASE Section 101. Release. The parties hereby release and terminate the Guaranty as of the date hereof. ARTICLE 2:AMENDMENT Section 201. Amendment of the Bond Documents. (a) All references in the Bonds Documents to the Recovery Zone Facility Revenue Bonds (Hoover Universal,Inc.Project),Series 2010,shall be deleted and the name Taxable Industrial Revenue Bonds(Hoover Universal,Inc.Project),Series 2016 shall be substituted therefor. (b) The following terms in Section 101 of the Indenture are hereby deleted and of no finther force and effect: 1. Adjustment Date 2. Applicable Factor 3. Applicable Spread 4. Applicable Spread Adjustment Date 5. Default Rate 6. Determination of Taxability 7. Increased Costs 8. Index 9. Interest Rate Recapture Amount 10. LIBOR 11. LIBOR Floating Rate 12. Maximum Rate 13. New York Banking Day 14. Taxability Premium (c) Section 101 of the Indenture is hereby amended by the amending the current definitions in the Indenture to read as follows: "Interest Payment Date"means December 1 of each year,commencing with December 1,2016." "Principal Payment Date"means December 1,2020. 2 therefor:(e) Section 208(d)(1}(2)is hereby deleted and the following Section 208(d)is substituted (d) The Bond shall bear interest at the rate of 2.00% per annum on the Outstanding Principal Amount of the Bonds, and such interest shall be payable in arrears on each December 1, commencing December 1, 2016 and upon maturity, and continuing thereafter until the said Outstanding Principal Amount is paid in full;provided,however,in no event shall the interest rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of Missouri. Interest shall be calculated on the basis of a year of 360 days consisting of twelve months of 30 days each. Principal shall be payable at maturity unless redeemed prior to said date in accordance with Article M. (e) Article III of the Indenture is hereby deleted and the following Article III is substituted therefor. "ARTICLE III REDEMPTION OF BONDS Section 301. Redemption of Bonds Generally. The Bonds shall be subject to redemption prior to maturity in accordance with the terms and provisions set forth in this Article. Additional Bonds shall be subject to redemption prior to maturity in accordance with the terms and provisions contained in this Article and as may be specified in the Supplemental Indenture authorizing such Additional Bonds. Section 302. Redemption of Bonds. The Bonds shall be subject to redemption and payment in whole or in part,as follows: (a) At any time prior to the stated maturity thereof, by the Issuer, at the option of and upon instructions from the Tenant, at a price equal to the par value thereof, plus accrued interest thereon,without premium or penalty,to the date of payment. (b) At any time prior to the stated maturity thereof, to the extent amounts are deposited into the Bond Fund in accordance with Section 602 hereof,at a price equal to the par value thereof, plus accrued interest thereon,without premium or penalty,to the date of payment. Section 303. Effect of Call for Redemption. Prior to or on the date fixed for redemption, funds or non-callable Government Securities shall be placed with the Trustee which are sufficient to pay the Bonds called for redemption and accrued interest thereon,if any, to the redemption date. Upon the happening of the above conditions and appropriate written notice having been given, the Bonds or the portions of the principal amount of Bonds thus called for redemption shall cease to bear interest on the specified redemption date, and shall no longer be entitled to the protection, benefit or security of this Indenture and shall not be deemed to be Outstanding under the provisions of this Indenture. Section 304. Notice of Redemption. In the event the Bonds are to be called for redemption as provided in Section 302(a)or(b)hereof,the Tenant shall deliver written notice to the Issuer and the Trustee that it has elected to redeem all or a portion of the 3 Bonds in accordance with Section 302(a) or (b) hereof at least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner at least five days prior to the scheduled redemption date by first class mail stating the date upon which the Bonds will be redeemed and paid." Section 202. Amendment of the Bond Form. The form of Bond attached as Exhibit C to the Indenture is hereby deleted and the form of Bond attached hereto as Exhibit C is substituted therefor. Section 203. Deletion of Exhibit E. Exhibit E of the indenture is hereby deleted. ARTICLE 3:GENERAL PROVISIONS Section 301. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. Section 302. Ratification of Bond Documents. The Bond Documents,as hereby amended,are acknowledged, ratified and confirmed in all respects as being valid, existing and of full force and effect. The execution, delivery and effectiveness of this Omnibus Amendment shall not operate as a release or waiver of any right,power,liability or remedy of the parties hereto(or of any person or entity who may now or hereafter be liable under or on account of the Bond Documents)nor constitute a release or waiver of any provision of the Bond Documents. All of the Bonds described in the Bond Documents shall remain subject to the lien, charge and encumbrance of the respective Bond Documents, and nothing herein contained and nothing done pursuant hereto, shall affect the lien or encumbrance of the Bond Documents or the priority thereof in relation to other liens or encumbrances affecting such Bond. Section 303. Severability. In the event any terms or provisions of this Agreement shall be held to be illegal, invalid,or unenforceable or inoperative as a matter of law,the remaining terms and provisions of this Assignment shall not be affected thereby, but each such term and provision shall be valid and shall remain in full force and effect. Section 304. Headings and Complete Agreement. The captions and headings contained herein are solely for convenience and reference and do not constitute a part of this Agreement. This Assignment contains the full and complete agreement between the parties hereto and supersedes any prior agreement or understandings between the parties. This Agreement may be amended only by a written instrument executed by both parties hereto. Section 305. Further Assurances. The parties shall execute and deliver to the other party such other and further instruments of conveyance, assignment, transfer, and consent as said party may reasonably request to accomplish the purpose of this Agreement. Section 306. Counterparts. This Agreement may be executed in any number of counterparts each of which shall be deemed an original,but all of which together shall constitute the same instrument. Section 307. Electronic Transactions. The parties agree that the arrangement described herein may be conducted and the related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim,action or suit in the appropriate court of law. 4 [SIGNATURES APPEAR ON THE FOLLOWING PAGE] 5 IN R'ITNESS WHEREOF, this Assignment and Assumption Agreement is entered into as of the Effective Date above written. CITY OF RIVERSIDE,MISSOURI, a Missouri fourth-class ity By: thy s ,Mayor [SEAL] Attest: Robin Kincaid,City Clerk UMB BANK,N.A., a national banking association By: ✓ HOOVER UNIVERSAL,INC., a Michigan corporation By: / 6 IN WITNESS WHEREOF, this Assignment and Assumption Agreement is entered into as of the Effective Date above written. CITY OF RIVERSIDE,MISSOURI,a Missouri fourth-class city By: Kathy Rose,Mayor [SEAL] Attest: By: Robin Kincaid,City Clerk UMB BANK,N.A., a national banking associa ion By. , HOOVER UNIVERSAL,INC., a Michigan corporation By: 6 l 3 IN WUNESS WHEREOF, this Assignment and Assumption Agreement is entered into as of the Effective Date above written. CYPY OF RIVERSIDE,MISSOURI,a Missouri fomthclass city Kathy Rose,Mayor [SEAL] Attest: By. Robin Kincaid,City Clerk UMB BANK,N.A., a national banking association By: / HOOVER ,IN am COrpOrah0 B Brian Stied dent 6 i EXHIBIT C (FORM OF BOND) This Bond has not been registered under the Securities Act of 1933, as amended, or any state securities laws,and this Bond may not be transferred unless(i)the Issuer consents in writing to such transfer,and(ii) the Issuer and the Trustee are furnished a written legal opinion from counsel acceptable to the Issuer, the Trustee and the Tenant, to the effect that such transfer is exempt from the registration requirements of the Securities Act of 1933,as amended,and any applicable state securities laws. This Bond may be transferred to any successor of the Tenant or any entity owned by or under common ownership with the Tenant without the necessity of obtaining the Issuer's consent or such an opinion. R-2 Date:September 1,2016 UNITED STATES OF AMERICA STATE OF MISSOURI COUNTY OF PLATTE CITY OF RIVERSIDE,MISSOURI TAXABLE INDUSTRIAL REVENUE BOND (HOOVER UNIVERSAL,INC.PROJECT) SERIES 2016 THE CITY OF RIVERSIDE,MISSOURI,a fourth-class city organized and existing under the laws of the State of Missouri (the "Issuer"), for value received, promises to pay, but solely from the source hereinafter referred to,to HOOVER UNIVERSAL,INC. or registered assigns,on December 1,2020,the aggregate principal amount of ELEVEN MILLION TWO HUNDRED FIFTY THOUSAND DOLLARS($11,250,000.00) or such lesser amount as may be outstanding hereunder as reflected in the bond registration books maintained by the Trustee. The registered owner shall note the principal amount outstanding hereunder in the Table of Outstanding Principal Amount attached hereto, provided,however, that the registration books maintained by the Trustee shall be the official record of the Outstanding Principal Amount of this Bond,in any coin or currency of the United States of America which on the date of payment thereof is legal tender for the payment of public and private debts,and in like manner to pay to the registered owner hereof,either by check or draft mailed to the registered owner at a stated address as it appears on the bond registration boos of the Issuer kept by the Trustee under the within mentioned Indenture or, in certain situations authorized in the Indenture,by internal bank transfer or by wire transfer to an account in a commercial bank or savings institution located in the continental United States,interest on the Outstanding Principal Amount (as hereinafter defined)from September 1,2016 at the rate of 2.00%per annum payable in arrears on each December 1, commencing December 1, 2016 and upon maturity, and continuing thereafter until the said Outstanding Principal Amount is paid in full; provided, however, in no event shall the interest rate on the Bond exceed the maximum permitted amount under Section 108.170 of the Revised Statutes of Missouri. Interest shall be computed on the basis of a year of 360 days consisting of 12 months of 30 days each. Principal on this Bond shall be payable on the maturity date set forth above,unless such principal shall have been paid as a result of a redemption of the Bonds prior to such maturity date. As used herein,the term"Outstanding Principal Amount"means the aggregate of principal amount of all Bonds outstanding under the provisions of the hereinafter defined Indenture,as reflected in the records maintained by the Trustee. The Trustee shall keep and maintain a record of the amounts deposited into the Project Fund pursuant to the terms of the Indenture as "Principal Amount Deposited into Project Fund"and shall enter the aggregate principal amount of this Bond then outstanding on its records as the "Outstanding Principal Amount" on its records maintained for this Bond. On each date upon which a portion of the Outstanding Principal Amount is paid to the registered owner hereof, pursuant to the optional redemption provisions of the Indenture, the Trustee shall enter on its records the principal amount paid on the Bond as "Principal Amount Paid Pursuant to Optional Redemption Provisions," and shall enter the then outstanding principal amount of this Bond as "Outstanding Principal Amount" on its records. The registered owner may from time to time enter the respective amounts deposited into the Project Fund pursuant to the terms of the Indenture under the column headed"Principal Amount Deposited Into Project Fund"on the attached Table of Outstanding Principal Amount(the"Table")and may enter the aggregate principal amount of this Bond then outstanding under the column headed"Outstanding Principal Amount"on the attached Table. On each date upon which a portion of the Outstanding Principal Amount is paid to the registered owner hereof pursuant to the optional redemption provisions of the Indenture,the registered owner may enter the principal amount paid on this Bond under the column headed "Principal Amount Paid Pursuant to Optional Redemption Provisions" on the Table and may enter the then outstanding principal amount of this Bond under the column headed"Outstanding Principal Amount" on the Table. However,the records maintained by the Trustee as to amounts deposited into the Project Fund or principal amounts paid on this Bond shall be the official records of the Outstanding Principal Amount for all purposes. THIS BOND is a duly authorized Bond of the Issuer designated "City of Riverside, Missouri Taxable Industrial Revenue Bonds(Hoover Universal,Inc.Project), Series 2016,"in the aggregate principal amount of$20,000,000(the`Bonds'),to be issued for the purpose of providing funds to pay the cost of(a) acquiring certain real property located at approximately 4101 Mattox Road in Riverside, Missouri (the "Project Site"), (b) leasing the Project Site to Hoover Universal, Inc., a Michigan corporation (the "Company") pursuant to a Lease Agreement dated December 15, 2010, as amended, for the purpose of construction of an approximately 175,000 square foot manufacturing facility thereon, including the purchase and installation of equipment and fixtures related thereto(the"Project Improvements"), and(c) paying a portion of the costs of issuing the Bonds, all pursuant to the authority of and in full compliance with the provisions, restrictions and limitations and Article VI, Section 27(b)of the Missouri Constitution and Sections 100.010 through 100.200, inclusive, of the Revised Statutes of Missouri, as amended,and pursuant to proceedings duly had by the governing body of the Issuer. THE BONDS are issued under and are equally and ratably secured and entitled to the protection given by a Trust Indenture dated as of December 15,2010, as amended (said Trust Indenture, as amended and supplemented from time to time in accordance with the provisions thereoC being herein called the "Indenture',between the Issuer and UMB Bank,N.A.,as trustee(the"Trustee"). Subject to the terms and conditions set forth therein,the Indenture permits the Issuer to issue Additional Bonds(as defined therein) secured by the Indenture on a parity with the Bonds. Reference is hereby made to the Indenture for a description of 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 owners of the Bonds, and the terms upon which the Bonds are issued and secured. THIS BOND shall be subject to redemption and payment as provided in the Indenture: In the event the Bonds are to be called for redemption as provided in the Indenture,the Tenant shall deliver written notice to the Issuer and the Trustee that it has elected to redeem all or a portion of the Bonds in accordance with the Indenture at least ten days prior to the scheduled redemption date. The Trustee shall then deliver written notice to the Owner of this Bond at least five days prior to the scheduled redemption date by first class mail stating the date upon which the Bonds will be redeemed and paid. THE BONDS are special obligations of the Issuer payable solely out of the rents, revenues and receipts derived by the Issuer from the Project and not from any other fund or source of the Issuer, and are secured by a pledge and assignment of the Project and of such rents, revenues and receipts, including all rentals and other amounts to be received by the Issuer under and pursuant to the Lease,all as provided in the Indenture. The Bonds do not constitute general obligations of the Issuer or the State of Missouri, and neither the Issuer nor said State shall be liable thereon, and the Bonds shall not constitute an indebtedness within the meaning of any constitutional or statutory debt limitation or restriction, and are not payable in any manner by taxation. Pursuant to the provisions of the Lease, rental payments sufficient for the prompt payment when due of the principal of and interest on the Bonds are to be paid by the Tenant directly to the Trustee for the account of the Issuer and deposited in a special account created by the Issuer and designated the "City of Riverside, Missouri, Taxable Industrial Revenue Bond Fund—Hoover Universal, Inc., Series 2016." THE OWNER of this Bond shall have no right to enforce the provision of the Indenture or to institute action to enforce the covenants therein, or to take any action with respect to any event of default under the Indenture, or to institute, appear in or defend any suit or other proceedings with respect thereto, except as provided in the Indenture. In certain events, on the conditions, in the manner and with the effect set forth in the Indenture, the principal of all the Bonds issued under the Indenture and then Outstanding may become or may be declared due and payable before the stated maturity thereof, together with interest accrued thereon. Modifications or alterations of this Bond or the Indenture may be made only to the extent and in the circumstances permitted by the Indenture. SUBJECT TO the requirements for transfer set forth above in the legend contained on the face of this Bond,this Bond is transferable,as provided in the Indenture,only upon the books of the Issuer kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof in person or by such person's duly authorized attorney, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Trustee duly executed by the registered owner or such person's duly authorized attorney, and thereupon a new fully registered Bond or Bonds,without coupons, and in the same aggregate principal amounts, shall be issued to the transferee in exchange therefor as provided in the Indenture, and upon payment of the charges therein prescribed. The Issuer, the Trustee and any Paying Agent may deem and treat the person in whose name this Bond is registered as the absolute owner hereof for the purpose of receiving payment of,or on account of,the principal or redemption price hereof and interest due hereon and for all other purposes. THE BONDS are issuable in the form of one fully registered Bond without coupons in the aggregate principal denomination of$20,000,000. THIS BOND shall not be valid or become obligatory for any purposes or be entitled to any security or benefit under the Indenture until the Certificate of Authentication hereon shall have been executed by the Trustee. IT IS HEREBY CERTIEI'IED AND DECLARED that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond do exist, have happened and have been performed in due time, form and manner as required by the Constitution and laws of the State of Missouri. IN WITNESS WHEREOF,the City of Riverside,Missouri,has caused this Bond to be executed in its name by the manual or facsimile signature of its Mayor,attested by the manual or facsimile signature of its City Clerk and its corporate seal to be affixed hereto or imprinted hereon. CITY OF RIVERSIDE,NUSSOURI By Mayor (SEAL) ATTEST: By City Clerk TABLE OF OUTSTANDING PRINCIPAL AMOUNT Principal Amount Principal Amount Paid Pursuant to Outstanding Notation Deposited Into Redemption Principal Made Date ProiectFund Provisions Amount By (FORM OF ASSIGNMENT) (NOTE RESTRICTIONS ON TRANSFERS) FOR VALUE RECEIVED,the undersigned hereby sells,assigns and transfers unto Print or Typewrite Name,Address and Social Security or other Taxpayer Identification Number of Transferee the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept by the Trustee for the registration and transfer of Bonds,with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular. Signature Guaranteed By: [Seal] (Name of Eligible Guarantor Institution(as) defined by SEC Rule 17Ad-15, 12CFR 240.17Ad-15,or any similar rule which Trustee deems applicable)) By Title: CERTIFICATE OF AUTHENTICATION This Bond is the Taxable Industrial Revenue Bond(Hoover Universal, Inc. Project), Series 2016, described in the Trust Indenture. The effective date of registration of this Bond is set forth below. UMB BANK,as Trustee By Date Name: Title: fi GILMOkEBELL 816-221-1000 MAIN GILMORE&BELL PC ST.LOUIS 816-221-1018 FAX 2405 GRAND BOULEVARD,SUITE 1100 WICHITA GILMOREBELL.COM KANSAS CITY,MISSOURI 64108-2521 OMAHA I LINCOLN CITY OF RIVERSIDE,MISSOURI RECOVERY ZONE FACILITY REVENUE BONDS (HOOVER UNIVERSAL,INC. PROJECT) SERIES 2010 DATE: August 24,2016 FROM: Gary Anderson RE: Escrow Closing Letter This Escrow Closing Letter is to facilitate the purchase of the outstanding Bond R-1 dated December 21, 2010 (the `Bond') by Hoover Universal, Inc. ("Hoover") from U.S. Bank National Association ("US Bank'j on September 1,2016. Hoover agrees to wire the purchase price for the Bond of$11,247,766.32 (Principal of$11,250,000 less $2,233.68 currently held by the Bank for overpayment of interest) to US Bank on September 1, 2016 pursuant to the following wire instructions: Bank/Branch U.S.Bank National Association ABA Routing No. 075000022 Account Name Wires in Process Account Number 25742492160600 Attention WI Corporate Bankin Ref Hoover Universal US Bank agrees to deliver no later than August 31, 2016 the original Bond with a completed assignment with Medallion signature guarantee to UMB Bank as bond trustee at the following address to hold in escrow until US Bank sends an email to Tony Hawkins at Anthony.hawkins(d,umb.com giving UMB the approval to release the Bond and Assignment to Hoover. Deliver Bond R-1 to: UMB Bank 1010 Grand Boulevard Fourth Floor Corporate Trust Dept. Kansas City,MO 64106 Attn:Tony Hawkins Hoover then directs LIMB to authenticate new Bond R-2 in Hoover's name and hold original Bond R-2 in safekeeping until further directions from Hoover. 1 1 U.S.BANK NATIONAL ASSOCIATION Its: Senior Vice President HOOVER UNIVERSAL,INC. Its: UMB BANK,N.A.,as Trustee By: _ Its: 2 U.S.BANK NATIONAL ASSOCIATION By: Its: HOOV.�ihITNIVE C. By: Brian Stief Its: President UMB BANK,N.&,as Trustee By: Its: tE 2 U.S.BANK NATIONAL ASS CIATION By: Its: HOOVER UNIVERSAL,INC. By: Its: UMB BANK,N.A.,as Trustee By: 'A/ Zao� Its ica resident 2 i a s City of Riverside,Missouri t Riverside,Missouri 4 Attention: City Clerk UMB Bank,N.A. Kansas City,Missouri Attention: Corporate Trust Re: $11,250,000 City of Riverside,Missouri Taxable Industrial Revenue Bonds (Hoover Universal,Inc.Project),Series 2016 Ladies and Gentlemen: In connection with the purchase of the above-referenced Bonds (the`Bonds"),the undersigned purchaser of the Bonds hereby represents warrants and agrees as follows: r 1. The undersigned purchaser fully understands that(a)the Bonds have been issued under and pursuant to a Trust Indenture dated as of December 15, 2010, as amended by the Omnibus Amendment of Bond Documents dated the date hereof(collectively,the"Indentu&%between the City of Riverside,Missouri(the"City") and UMB Bank,N.A., as trustee(the"Trustee'),and(b)the Bonds are payable solely out of certain rents, revenues and receipts to be derived fiom the leasing of the Leased Property (as defined in the Indenture) to Hoover Universal, Inc., a Michigan corporation ("the r Company"), under a Lease Agreement dated as of December 15, 2010 (the "Lease"), between the City and the Company, with certain of such rents, revenues and receipts being pledged and assigned by the City to the Trustee under the Indenture to secure the payment of the principal of and interest on the Bonds, j 9 2. The undersigned purchaser understands that the Bonds are transferable only in the manner provided for in the Indenture and discussed below and warrants that it is acqutrhrg the Bonds for its own account with the intent of holding the Bonds as an investment,and the acquisition of the Bonds is not made with a view toward its distribution or for the purpose of offering selling or otherwise participating in a distribution of the Bonds. 3 3. The undersigned purchaser agrees not to attempt to offer, sell,hypothecate or otherwise distribute the Bonds to others unless authorized by the terms of the Indenture. 4. The Company has (a)furnished to the undersigned purchaser such information about itself as the undersigned deems necessary in order for it to make an informed investment decision with respect to the purchase of the Bonds, (b)made available to the undersigned, during the course of this transaction, ample opportunity to ask questions of, and to receive answers from, appropriate officers of g the Company and the terms and conditions of the offering of the Bonds, and (c)provided to the s undersigned all additional information which it has requested. 5. The ur dersigned purchaser is now, and was when it agreed to purchase the Bonds, familiar with the open tions of the Company and fully aware of terms and risks of the Bonds. The undersigned believes t iat the Bonds which it Is acquiring is a security of the kind that it wishes to purchase and hold be investment and that the nature and amount thereof are consistent with its investment program, t 6. The undersigned is fully aware of and satisfied with(a)the current status of the title to Y the Project and any issues related thereto and (b) the terms, amounts and providers of the insurance d 1 (6301745:) } 1 5 4 i maintained pursuant to Article VII of the Lease, and the undersigned is purchasing the Bonds with full knowledge of such matters. 7. The undersigned is fully aware of the risks associated with the Bonds if the Company vacates,abandons or otherwise fails to occupy the Project. i P Dated: September 1,2016 Y HOOVER RSAL, F By: Name: F Title: Y I' I; III l f 9 pP f V: t V f• t P' k y3 i F r { E 6 9 pd 4 Y (630(745:) i e 'e r