HomeMy WebLinkAbout1995-266
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Member B.ea 1 ka
introduced the following resolution and moved its
adoption:
RESOLUTION 95-266
RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT REVENUE
REFUNDING BONDS (SUPERV ALU INC. PROJECn, SERIES 1994;
AUTHORIZING THE AMENDMENT OF DOCUMENTS RELATING
THERETO
BE IT RESOLVED by the City Council of the City of Stillwater, Minnesota (the
City), as follows:
Section 1. Recitals.
1.01. The City has previously issued its Industrial Development Revenue
Refunding Bonds (SUPERV ALU INC. Project), Series 1994 dated, as originally issued, as of
September 21, 1994 (the Bonds), in the original principal amount of$5,500,000. The Bonds
were issued on behalf of SUPERV ALU INC., a Delaware corporation (the Company) for the
purpose of refunding certain bonds issued to fInancing the construction and equipping of a
facility originally used as a retail food store in the City (the Facility), The Facility is now owned
(" by Andersen Corporation.
1,02, The Bonds were issued under the terms of an Indenture of Trust, dated as of
September 1, 1994 (the Original Indenture), between the City and First Trust National
Association, as trustee (the Trustee). The Company has agreed to make payments sufficient to
pay the principal and purchase price of, premium, if any, and interest on, the Bonds under the
terms ofa Loan Agreement, dated as of September 1, 1994 (the Original Loan Agreement),
between the Company and the City.
1.03. The Company has requested that terms of the Original Indenture, the
Original Loan Agreement and the Bonds be amended to allow the Company to provide a letter of
credit to secure the payment of the Bonds,
1.04. The following documents relating to the amendment have been submitted to
the City and are now, or shall be placed, on file in the office of the City Clerk:
(a) an Amended and Restated Indenture ofTrust (the Indenture) to be entered into
between the City and the Trustee;
(b) an Amended and Restated Loan Agreement (the Loan Agreement) to be
entered into between the City and the Company, and
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(c) a Letter of Credit Reimbursement and Security Agreement (the Credit
Agreement) to be entered into between the Company and Wachovia Bank of Georgia,
National Association,
Section 2. Approval of the Execution of Documents.
2,01. The forms of the Indenture, the Loan Agreement and the Credit Agreement
referred to in Section 1.04 are hereby approved. The Indenture and the Loan Agreement,
substantially in the form submitted but with such variations, insertions and additions as the City
Attorney may hereafter approve, are directed to be executed in the name and on behalf of the
City by the Mayor and the City Clerk. Copies of all of the documents shall be delivered as
provided therein. The Mayor and City Clerk are also authorized and directed to execute such
other documents and closing certificates as may be necessary or desirable to carry out the
amendments contemplated by the Indenture and the Loan Agreement, upon review and approval
thereof by the City Attorney.
2.02, The execution of any instrument by the appropriate officer or officers of the
City herein authorized shall be conclusive evidence of the approval of such documents in
accordance with the terms hereof, In the absence of the Mayor or City Clerk, any of the
documents authorized by this resolution to be executed may be executed by such other officer of
the City as, in the opinion of the City Attorney, is authorized to execute such documents.
2,03. The City hereby elects that the provisions of Section 103(b)(6)(D) and (H)
of the Internal Revenue Code of 1954, as amended, apply to the Revenue Bonds,
2,04, The Mayor and the City Clerk are authorized and directed to prepare and
furnish to bond counsel certifIed copies of all proceedings and records of the City relating to the
amendments to the Original Loan Agreement and the Original Indenture, and such other
affidavits and certifIcates as may be required to show the facts relating to the legality and
marketability of the Bonds as such facts appear from the books and records in the officers'
custody and control or as otherwise known to them; and all such certifIed copies, certifIcates and
affidavits, including any heretofore furnished, shall constitute representations of the City as to
the truth of all statements contained therein.
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Adopted on the 21st day of November 1995,
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Attest:
1Ml-,
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Clerk
The motion for the adoption of the foregoing resolution was duly seconded by
Member Tho 1 e , and, upon vote being taken thereon, the following voted in favor thereof:
Councilmembers Bealka. Cummings, Tfiole, Zoller and Mayor Kimble
and the following voted against the same:
(' None
whereupon the resolution was declared duly passed and adopted
and was approved and signed by the Mayor and attested by the City Clerk.
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