IDED - CEBA Trilog completion
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.~;;& '\ Department of
roWir
SMART JDEAN
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The Honorable Terrance Duggan
Mayor, City of Dubuque
City Hall, 50 West 13th Street
Dubuque, Iowa 52001
April 29,2004
RE:
Conununity Economic Betterment Account (CEBA) Program
Project Number 99-PRO-04 with Trilog, Inc.
Dear Mayor Duggan:
It is my pleasure to congratulate you on the successful completion oftbe above-captioned project. The Department's
review of this project indicates that the activities required by the CEBA Agreement have been completed and have
met or exceeded expectations.
In sununary:
I.
2.
3.
4.
The Project Completion Date was March 31,1999.
The project investment in the Conununity was approximately $15.2 million.
The Agreementcalled for atotal of 522 FTE jobs by the Project Completion Date.
TheHusiI;¡ess satisfied its job obligation by employing 837 FTE jobs by the Project Completion Date.
Since these project activities have been completed and verified, the Department hereby forgives the forgivable loan
portion oftbe CEBA award in the amount of$250,000. In addition, the Business has repaid in full the CEBA loan.
Therefore, the project file may now be closed. Enclosed you will find the cancelled promissory notes and collateral.
The forgiven loan amount may be considered taxable income. Any questions you have concerning the tax
implications oftbe loan should be directed to Donald Cooper at the Iowa Department of Revenue and Finance,
Division of Compliance at 515/281-8450.
We would like to express our t.l¡anks to your conununity development staff and the Business for their help in
administering and closing out this project. We look forward to working with you on future economic development
projects. Please do not hesitate to call if you have any questions.
Sincerely,
, g~~~tYd
Business Finance Manager
c: IDED Accounting
Lori 1'hieÏen, PrudentW:Financial.
Thomas J. Vilsack, Governor
Sally J. Pederson,lieutenant Governor
MichaelT. Blouin, Director
200 East Grand Avenue, Des Moines, Iowa 50309
Phone: 515.242.4700
Fax: 515.242.4809
www.iowasmartidea.com
99-PRO-O4
PAGE 15
PAID IN FULL;
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ATTACHMENT B1-
PROMISSORY NOTE -
BUSINESS
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA PROGRAM
PROMISSORY NOTE
Loan Number: 99-PRO-04
Des Moines. Iowa
(City and State)
$500.000
March 18, 1999
(Date)
FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker") promises to pay to the order of Citv of
Dubuque (hereafter called the "Payee"), at its office at Citv Hall- 50 W. 13th Street. Dubuque. Iowa 52001, or upon notice
to the Maker, at such other place as may be designated from time to time by the holder, the principal sum of $500 000, to
be paid as follows:
A $250.000 loan at (0%) interest to be paid as follows:
59 equal monthly payments of $4.166.67 and 1 finai payment of $4.166.47 beginning on the first day of the fourth
month from the date CEBA funds are disbursed. Final payment may vary depending upon dates payments are received.
Such payments shall be applied first on interest then due and the remainder on principal.
And. a $250.000 forqivable loan at six (6%) percent interest to be paid as follows:
A three-year $250.000 forgivable loan. There will be no principal or interest payments or accruals for years one,
two, and three. At the project completion date, if the Business has fulfilled at least 50% of its job creation/retention (if
applicable) and wage obligation, $1 237_62 will be forgiven for each new FTE job created/retained (if appiicable) and
maintained for at least ninety days past the project completion date. Any balance (shortfall) will be amortized over a two
year period (beginning at the project completion date) at six (6%) percent interest per annum with equal monthly
payments, and, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the
shortfall amount with that amount accrued as of the project completion date being due and payable immediately. If the
Business has a current loan balance, the shortfall balance and existing balance will be combined to reflect a single monthly
payment.
1. Payments, All payments under the Note shall be applied in this order: (1) to interest, and (2) to principal.
2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an obligation to
repay a loan according to the terms of Loan Agreement#99-PRO-04 of March 18, 1999 between the Payee and Maker
and, at the election of the holder without notice to the Maker, shall become immediately due and payable in the event any
payment is not made when due or upon the occurrence of any event of default under the terms of the Loan Agreement.
3. Reduced Amount. In the event the Maker fails to requisition and spend the full face amount of the Note as set
out above, then the amount of each installment payment shall be reduced accordingly in equal amounts.
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4. Security. Payment of this Note is secured by Corporate Guaran~ ~m CICN.". Cell5u,ol;un and the holder is
entitled to the benefits of the security therein described. c
In case of a decline in the market value of the collateral, or any part thereof, the Payee may demand that
99-PRO-O4
PAGE 16
additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder.
5. Waiver. No delay or omission on the part of the holder in exercising any right under this Note shall operate as a
waiver of that right or of any other right under this Note. A waiyer on anyone occasion shall not be construed as a bar to or
waiver of any right and/or remedy on any future occasion.
6. Waiver of Protest. Each maker, surety, endorser and guarantor of this Note, expressly waives presentment,
protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note.
7, Costs of Collection. The Maker will pay on demand all costs of collection, maintenance of collateral, legal
expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default.
8. Meaning of Terms, As used in this Note, "holder" shall mean the Payee or other endorsee of this Note, who is
in possession of it, or the bearer hereof, if this Note is at the time payable to the bearer. The word "Make~' shall mean
each of the undersigned. If this Note is signed by more than one person, it shall be the joint and several liabilities of such
persons.
9. Miscellaneous. The captions of paragraphs in this Promissory Note are for the convenience of reference only,
shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever.
ADDRESS:
P.O. Box 2975
Hartford, CT 06104
:~~:~ ~I
Kenneth A. Pouc8ice President
ATTES~~ ~~~
(Signature of S etary)
99-PRO-O4
PAGE 17
PAID IN F~
11<11 d¥ .
ATTACHMENT B2
PROMISSORY NOTE -
COMMUNITY
IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT
CEBA PROGRAM
PROMISSORY NOTE
Loan Number 99-PRO-04
Des Moines, Iowa
(City and State)
$500.000
March 18, 1999
(Date)
FOR VALUE RECEIVED, the undersigned (hereafter called the "Maker") promises to pay to the order of the State
of Iowa, Department of Economic Development (hereafter called the "Payee"), at its office at 200 East Grand Avenue, Des
Moines, Iowa 50309, or upon notice to the Maker, at such other place as may be designated from time to time by the
holder, the principal sum of $500,000, to be paid as follows:
A $250,000 loan at (0%) interest to be paid as follows:
59 equal monthly payments of $4,166.67 and 1 final payment of $4.166.47 beginning on the first day of the fourth
month from the date CEBA funds are disbursed. Final payment may vary depending upon dates payments are received.
Such payments shall be applied first on interest then due and the remainder on principal.
And, a $250,000 forqivable loan at six (6%) percent interest to be paid as follows:
A three-year $250 000 forgivable loan. There will be no principal or interest payments or accruals for years one,
two, and three. At the project completion date, if the Business has fulfilled at least 50% of its job creation/retention (if
applicable) and wage obligation, $1.237.62 will be forgiven for each new FTE job created/retained (if applicable) and
maintained for at least ninety days past the project completion date- Any balance (shortfall) will be amortized over a two
year period (beginning at the project completion date) at six (6%) percent interest per annum with equal monthly
payments, and, interest will be charged at six (6%) percent per annum from the date of the first CEBA disbursement on the
shortfall amount with that amount accrued as of the project completion date being due and payable immediately. If the
Business has a current loan balance, the shortfall balance and existing balance will be combined to reflect a single monthly
payment.
1. Payments. All payments under the Note shall be applied in this order: (1) to interest, and (2) to principal.
2. Loan Agreement; Acceleration Upon Default. This Note is issued by Maker to evidence an obligation to
repay a loan according to the terms of Loan Agreement #99-PRO-04 of March 18, 1999 between the Payee and Maker
and, at the election of the holder without notice to the Maker, shall become immediately due and payable in the event any
payment is not made when due or upon the occurrence of any event of default under the terms of the Loan Agreement.
3. Limitation. Maker's liability for the repayment of this Note is limited to those amounts Maker collects through its
good faith enforcement of security interest which Maker represents that it has obtained or will obtain as required by the
above-referenced Loan Agreement. Upon exhaustion of its rights in the collateral granted by such security interest, the
Maker will have no liability for any deficiency owing Payee under this Note. Nothing in this paragraph shall limit the
recovery of principal and interest by Payee in the event of Maker's fraud, negligence, or gross mismanagement in the
application for, or use of, sums loaned under the above-referenced Loan Agreement.
99-PRO-O4
PAGE 18
4. Reduced Amount. In the event the Maker fails to requisition and spend the full face amount of the Note as set
out above, then the amount of each installment payment shall be reduced accordingly in equal amounts.
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5. Security. Payment of this Note is secured by Corporate Guarantv from el<3I~A Gurporatlon and the holder is
entitled to the benefits of the security therein described. /"6 'ï Þ.
In case of a decline in the market yalue of the collateral, or any part thereof, the Payee may demand that
additional collateral of quality and value satisfactory to holder be delivered, pledged and transferred to holder.
6. Waiver. No delay or omission on the part of the holder in exercising any right under this Note shall operate as a
waiver of that right or of any other right under this Note, A waiver on anyone occasion shall not be construed as a bar to or
waiver of any right and/or remedy on any future occasion.
7. Waiver of Protest. Each maker, surety, endorser and guarantor of this Note, expressly waives presentment,
protest, demand, notice of dishonor or default, and notice of any kind with respect to this Note.
8. Costs of Collection. The Maker will pay on demand all costs of collection, maintenance of collateral, legal
expenses, and attorneys' fees incurred or paid by the holder in collecting and/or enforcing this Note on default.
9. Meaning of Terms. As used in this Note, "holder" shall mean the Payee or other endorsee of this Note, who is
in possession of it, or the bearer hereof, if this Note is at the time payable to the bearer. The word "Maker" shall mean
each of the undersigned. If this Note is signed by more than one person, it shall be the joint and several liabilities of such
persons.
10. Miscellaneous. The captions of paragraphs in this Promissory Note are for the conyenience of reference only,
shall not define or limit the provisions hereof and shall not have any legal or other significance whatsoever.
ADDRESS:
City Hall- 50 W. 13th Street
Dubuque, Iowa 52001
BY:
ATTEST:
(Signature of City Clerk)
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CORPORATE GUARANTY
FOR VALUE RECEIVED and in consideration of any loan or other financial
accommodation at any time made or granted to Trilog. Inc.. (nBusiness"), by the Iowa
Department of Economic Development ("Department"), the undersigned unconditionally
guarantees the full and prornpt payment when due, whether at stated maturity, by required
prepayment, declaration, demand, acceleration or otherwise (including amounts that would
become due but for the operation of the automatic stay provision under §362(a) ofthe
Bankruptcy Code (11 D.S.C. §362(a», and at all times thereafter, of all the obligations of the
Business to the Department which arise out of or in connection with CEBA Loan Agreement
Number #99-PRO-04 dated March 18. 1999 (all such obligations oftbe Business
hereafter collectively referred to as the "Liabilities").
1. Absolute Guaranty. This guaranty is an absolute, continuing, and unconditional
guaranty of the full and punctual payment by the Business of the Liabilities and not their
collectibility only. Enforcement of this guaranty is not conditioned upon the requirement that the
Department first attempt to collect or take any action against the Business or any oilier person
primarily or secondarily liable or resort to security or other rneans of obtaining payment of any of
the Liabilities. The undersigned acknowledges that there are no conditions to the effectiveness of
this guaranty. This guaranty shall remain in full force and effect (notwithstanding the dissolution
of the undersigned) until ail of the Liabilities have been paid in fulL
2, Pavment. The undersigned agrees that, in the event of the dissolution or insolvency of
the Business or the undersigned, or the general failure to pay, or adrnission in writing oftbe
inability of the Business or the undersigned to pay debts as they become due, or an assignment
by the Business or the undersigned for the benefit of creditors, or the institution of any
proceeding by or against the Business alleging that the Business or the undersigned is insolvent
or unable to pay debts as they mature, or if the Business is declared in default under the above-
identified CEBA Loan Agreement, the undersigned will pay (even if such event shall occur at a
time when any of the Liabilities may not then be due and payable) immediately to the
Department at its office located at 200 East Grand Avenue, Des Moines, Iowa 50309, the full
amount which would be payable hereunder by the undersigned as if all Liabilities were then due
and payable.
3. Continuation or Reinstatement of Guarantv. If at any tirne ail or part of any payrnent
applied by the Department to any of the Liabilities is or must be rescinded or returned by the
Department for any reason (including, but not limited to, the insolvency, bankruptcy or
reorganization of the Business) the undersigned agrees that to the extent such payment is or must
be rescinded or returned, such Liabilities shall be deemed to have continued in existence,
notwithstanding such application by the Department, and this guaranty shall continue to be
effective or be reinstated, as the case may be, as to the Liabilities, all as though such application
by the Department had not been made.
4. Corporate Authoritv. The undersigned hereby warrants and represents that: (a) the
undersigned is a corporation duly existing and in good standing under the laws oftbe state of
Format Approved 2/6/97
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.
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incorporation and is wily 'I'lalified MId Ï1rgood 3ta:ncl:iftg ffiJ:d a"ll,uIL,ed to do business iñ e
Sta:oc öfIuwa, (b) the undersigned has full power and authority to execute and deliver this
guar:anty, (c) the execution, delivery, and perfonnance by the undersigned of this guaranty are
within the undersigned's powers, have been duly authorized by all necessary corporate action,
and do not and will not contravene or conflict with any provisions oflaw or of the organizational
documents of the undersigned, (d) this guaranty is the legal, valid and binding obligation ofthe
undersigned enforceable against the undersigned in accordance with its tenns, and (e) this
guar:anty will directly or indirectly benefit the undersigned.
5. Modification. No modification or waiver of any oftbe provisions of this guaranty
shall be binding upon the Department and the undersigned unless expressly set forth in a writing
duly signed by both the Department and the undersigned,
6. Waivers. The undersigned hereby expressly waives: (a) notice of the acceptance by the
Department of this guaranty, (b) notice of the existence or creation or non-payment of all or any
ofthe Liabilities, (c) present.ment, demand, notice of dishonor, protest and all other notices
whatsoever, and (d) all diligence in collection or protection of or realization upon the Liabilities
or any thereof, any obligation hereunder, or any security for or guaranty of any of the foregoing.
7. Dealings with the Business. The undersigned agrees that the Department shall be at
liberty to deal with the Business and each other party (including, without limitation, any other
guarantor) who now is or after the date hereof becomes liable in any manner for any of the
Liabilities, in such manner as the Department in its sole discretion deems fit. The Departrnent
retains full authority, without the consent of, or notice to the undersigned, without incurring
responsibility to the undersigned, without impairing or releasing the obligations of the
undersigned hereunder, to do any or all oftbe following: (a) consistent with the CEBA Loan
Agreement, change the manner, rate of interest, place or tenns ofpayrnent, and/or change or
extend the time of payment of, renew or alter, any liability oftbe Business, any security therefor,
or any liability incurred directly or indirectly in respect thereof, and this guaranty shall apply to
the Liabilities of the Business as so changed, extended, renewed or altered; (b) sell, exchange,
release, surrender, realize upon or otherwise deal with in any manner and in any order any
property by whomsoever at any time pledged or mortgaged to secure the Liabilities of the
Business; (c) exercise or reftain ftom exercising any rights agai.i1st the Business or others
(including the undersigned) or otherwise act or reftain ftorn acting; (d) settle or comprornise any
of the Liabilities hereby guar:anteed; (e) subordinate the payrnent of all or any part of the
Liabilities to the payrnent of any liability (whether due or not) of the Business to creditors of the
Business oilier than the Department and the undersigned; and (f) consent to the substitution,
exchanges, or release of all or any part of the collateral, whether or not the collateral, if any,
received by the Department upon substitution, exchange, or release shall be of the same or of a
different character or value than the collateral surrendered to the Department.
8. Access to Infonnation. The undersigned hereby warrants to the Department that the
undersigned now has and will continue to have independent rneans of obtaining infonnation
concerning the affairs, financial condition and operations of the Business, The Departrnent shall
not have any duty or responsibility to provide the undersigned with any credit or oilier
infonnation concerning the Business which may corne into the Department's possession.
2
Format Approved 2/6/97
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9. Successors. Assigns. This Guaranty shall be binding upon the undersigned, and upon
any of its successors and assigns. To the extent that the Business or any of the undersigned is
either a partnership or a corporation, all references herein to Business and to the undersigned
shall be deemed to include any successor or successors to such partnership or corporation.
10. Governing Law. This guaranty has been delivered at Des Moines, Iowa, and shall be
construed in accordance with and governed by its principles of choice of law. Wherever possible
each provision of this guaranty shall be interpreted so that it is effective and valid under
applicable law, but if any provision shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating
the remainder of the provision or the remaining portions of this guaranty.
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SIGNED AND DELIVERED THIS J- day of ~.f:!Z~, 1999.
CONNECTICUT G CORPORATION
By:
[SIGNAT , ITLEJ
JJ"t}¡-J C! - Sc ~pcr';fmfVYI SeCdY'! V,~ ~SlJJ - r \1:..:"11-:- -,
[PRINTITYPE NAME & TITLE OF SIGNA TORYj ,vt.a.4'Cl'-~ OTf"'-""""'
Address:
STATE OF CvY1./¡IechJ
COUNTY OF I-t-r,,-v+f,..d : ss. Hv-~l
On this :2 ~ day of~.rf4lu. , 19.2.1-,
and for the State ofl6Wä, personally appeared
, to me personally known, who being by me duly sworn, did say that the person is 5 er"",..1 i } 'C'"
t ct'<-I hw.l{/"4_IJJi~ert title of executing officer) of said corporation, and that the instrument was
signed on bèh'ãÍfóf the corporation by authority of its board of directors and the said
- acknowledged the execution of the instrwnent to be the voluntary act and deed of the
corporation by it voluntarily executed.
JQ~ f¡J~
My Commission Expires: ~ 3 ~ ,;¿ ~,(/3
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Format Approved 2/6/97