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HomeMy WebLinkAbout86-43 - ADMIN Resolution - City Council - 1986/04/07RESOLUTION NO. 86-43 Resolution Approving Technical Amendments to Reimbursement Agreement BE IT RESOLVED by the City Council (the "Council") of the City of St. Louis Park, Minnesota (the "City"), as follows: 1. Recitals. (a) The City has issued and sold its $6,500,000 Variable Rate Demand General Obligation Tax Increment Bonds, Series 1985 (the "Bonds"). (b) The proceeds of the Bonds have been deposited into an escrow account and invested pursuant to an Investment Agreement between the City and Manufacturers Hanover Trust Company. (c) The proceeds of the Bonds cannot be released from the escrow account unless and until the City obtains a satisfactory rating of the Bonds from a nationally recognized rating agency, and the City has applied to Standard & Poor's Corporation ("S & P") for such a rating. (d) As a condition to providing such rating, S & P has requested that the City consent to certain amendments to the Reimbursement Agreement between the City and National Australia Bank Limited (the "Bank"), which Agreement was executed in connection with the issuance of the Bonds and the issuance by the Bank of its Letter of Credit, as defined in the Bonds. (e) The City will be required on May 1 to make the first interest payment on the Bonds, and unless the above- mentioned rating is obtained, the proceeds of the Bonds cannot be released from the escrow account, and the City will not be able to use the capitalized interest portion of those proceeds to make the May 1 interest payment but will instead be required to make such interest payment from other funds of the City. 2. Approval of Amendments to Reimbursement Agreement and Letter of Credit. The Amendments to the Reimbursement Agreement which S & P has required as a condition to its rating of the Bonds, as set forth in the attached Exhibit A and entitled "First Amendment to Reimbursement Agreement," are hereby approved, together with the corresponding changes in the Letter of Credit referenced in the attached Exhibit B, are hereby approved and consented to, and the officers of the City are hereby authorized to execute on behalf of the City said First Amendment to Reimburse- ment Agreement, with such changes or additions thereto as may be approved by O'Connor & Hannan, bond counsel for the City with respect to the Bonds, as evidenced by said officials' execu- tion thereof. Adopted by the St. Louis Park City Council on April 7, 1986. ATTEST: A 14111/7fri City Jerk Approved as toFornd Legality: U��to� Mayor Reviewed for Administration: City Manager , City Attorney APR 4 1986 FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT between CITY OF ST. LOUIS PARK, MINNESOTA and NATIONAL AUSTRALIA BANK LIMITED acting through its New York Branch relating to $6,500,000 City of St. Louis Park, Minnesota Variable Rate Demand General Obligation Tax Increment Bonds Series 1985 Dated as of March 1, 1986 TABLE OF CONTENTS PARTIES 1 RECITALS 1 ARITCLE I DEFINITIONS 1 ARTICLE II AMENDMENTS Section 2.1. Events of Default 1 Section 2.2. Remedies 3 ARTICLE III LETTER OF CREDIT AMENDMENTS 4 RATIFICATION 4 TESTIMONIUM 4 SIGNATURES AND SEALS 4 EXHIBIT A -- Amendment to Irrevocable Letter of Credit No. CLC15 THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT, dated as of March 1, 1986, between the CITY OF ST. LOUIS PARK, MINNESOTA (the 'Issuer") and NATIONAL AUSTRALIA BANK LIMITED, acting through its New York Branch (the "Bank"), amends and supplements the Reimbursement Agreement, dated as of December 1, 1985, between the Issuer and the Bank (the "Reimbursement Agreement"). WITNESSETH: WHEREAS, the Issuer and the Bank have entered into the Reimbursement Agreement in connection with the issuance by the Issuer of $6,500,000 Variable Rate Demand General Obligation Tax Increment Bonds Series 1985 (the "Bonds") and the delivery; by the Bank of its Irrevocable Letter of Credit No. CLC15 (t;he 'Letter of Credit"), issued on December 30, 1985, which ,secures the payment of the purchase price of Bonds pursuant to its terms; and WHEREAS, Section 7.1(i) of the Reimbursement Agreement requires the Issuer to convert the Bonds to bear interest at a fixed interest rate or redeem the Bonds by December 1, 1986 if the Bonds have not received a long-term rating of "AA' or higher and the highest short-term rating from Standard & Poor's Corporation ('S&P") by October 15, 1986; and WHEREAS, S&P has requested certain amendments to the Reimbursement Agreement as a condition to the assignment of a credit rating to the Bonds, and the Issuer and the Bank have agreed to enter into this First Amendment to Reimbursement Agreement to accomplish such amendments; NOW, THEREFORE, THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT: ARTICLE I DEFINITIONS Unless otherwise defined herein or the context otherwise requires, certain capitalized terms used herein shall have the meanings set forth in the Reimbursement Agreement. ARTICLE II AMENDMENTS Section 2.1. Events of Default. Section 8.1 of the Reimbursement Agreement is amended to read in its entirety as follows: Section 8.1. Events of Default. The following events, acts or occurrences shall constitute Events of Default hereunder: (a) The issuance of any Bonds shall result in a violation by the Issuer of any law, rule or regulation or any order of any court, governmental agency or regulatory body or any indenture or loan or credit agreement (including this Agreement) or any ocher agreement or instrument, applicable to the Issuer or to such issuance by the Issuer; or (b) default in the payment when due of principal of or interest on any Bond, default in the payment when due of any other amount owing by the Issuer under the Indenture or this Agreement or default in the payment when due of principal of or interest on any other general obligation of the Issuer which remains unpaid for a period of three days; or (c) any representation or warranty on the part of the Issuer contained is any Financing Document shall at any time prove to have been incorrect in any material respect when made or when effective or when reaffirmed, as the case may be; or (d) the Issuer shall default in the performance or observance of any term, covenant, condi-t-ion or agreement on its part to be performed or observed hereunder or under the Indenture (and not constituting an Event of Default under any ocher clause of this Section 8.1), and such default shall continue unremedied for 30 days after written not -ice thereof shall have been given to the Issuer by the Bank; or (e) entry or filing of any judgment, writ or warrant of attachment or of any similar process in an amount in excess of $500,000 against the Issuer or against any of its property and failure of the Issuer to vacate, pay, bond, stay or contest in good faith such judgment, writ, warrant of attachment or other process for a period of 120 days; or (f) insolvency or bankruptcy of the Issuer or the Issuer's inability or failure generally to pay its debts as they become due, or the Issuer makes an assignment for the benefit of creditors or applies -2- for or consents to the appointment of a trustee, custodian or receiver for it, or for the major part of its property; or (g) appointment of a trustee, custodian or receiver for the Issuer or for the major part of its property; or (h) institution of bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings, or other proceedings for relief under any bankruptcy law or similar law for the relief of debtors, by or against the Issuer (other than bankruptcy proceedings instituted by the Issuer against third parties); or den(i) the Issuer shall repudiate or otherwise y liability for any of its obligations under any of, the Financing Documents or an order of a court of competent jurisdiction shall be entered restraining enforcement of any material provision of any of the Financing Documents, or holding that any material provision of any of the Financing Documents is invalid or unenforceable; or (j) the long-term credit rating of the Issuer or on the Bonds shall be lowered below 'AA-' by Standard & Poor's Corporation or below 'Aa3' by Moody's Investors Service or any comparable rating level under any alternate or successor rating system of Standard & Poor's Corporation or Moody's Investors Service or any other rating agency then rating the debt obligations of the Issuer. (k) an order of a court of competent jurisdiction shall be entered declaring Minnesota Statutes, Section 475.54, Subdivision 5a, Section 475.56(b) or Section 475.58, Subdivision 1(3), unconstitutional or otherwise invalid or unenforceable, or declaring the Bonds or this Agreement to be invalid or unenforceable for any reason. Section 2.2. Remedies. Section 8.2 of the Reimbursement Agreement is amended to read in its entirety as follows: Section 8.2. Remedies. Upon the occurrence of an Event of Default under subsections (b), (f), (g), (h) or (k) of Section 8.1, the Letter of Credit will immediately terminate in accordance with Special Conditions -3- P paragraph 4 of the Letter of Credit; in addition, upon the occurrence of any Event of Default hereunder, the Bank may, at the same or different times, so long as any such Event of Default is continuing (i) notify the Trustee that an Event of Default has occurred, (ii) terminate the Letter of Credit in accordance with Special Conditions paragraph 4 of the Letter of Credit as of a date at least 30 days after notification of the Trustee of such termination and Mandatory Purchase of the Bonds in accordance with the Letter of Credit and/or (iii) exercise any one or more of the rights and remedies available to the Bank under the Indenture or otherwise. ARTICLE III LETTER OF CREDIT In connection with this First Agreement, and at the request and Issuer, the Bank hereby agrees to Amendment to the Letter of Credit hereto). AMENDMENTS Amendment to Reimbursement for the account of the issue to the Trustee an (in the form of Exhibit A THIS FIRST AMENDMENT TO REIMBURSEMENT AGREEMENT amends and supplements the Reimbursement Agreement; however, except as amended and supplemented hereby, the Reimbursement Agreement shall remain in full force and effect as provided therein. IN WITNESS WHEREOF, the Issuer and the Bank have caused this First Amendment to Reimbursement Agreement to be executed by their respective officers thereunto duly authorized, as of the date first written above. Attest: CITY OF^ST. LOUIS PARK, MINNESOTA By By V� Itsi Mayo ity r Manager NATIONAL AUSTRALIA BANK LIMITED, Acting through its New York Branch BY �c% .�Gl Its �� -4- l/�-ce !��'-' L.Dr. NATIONAL AU ITED IRREVOC (City of First Trust Company, Inc., as Trustee First National Bank Building 332 Minnesota Street St. Paul, MN 55101 CREDIT NO. CLC15 Minnesota Project) Ladies and Gentlemen: At the request and for the account of the City of St. Louis Park, Minnesota (the 'Issuer'),'hereby Irrevocable Letter of Credit No. acranc amewnd tour the First Amendment to Reimbursement Agreement, dated of he March 1, 1986, between the Issuer and ourselves (the 'First Amendment'). Unless otherwise defined -herein or unless the context otherwise requires, terms used in this Amendment to Irrevocable Letter of Credit No. CLC15 _shall have the meaning set forth in our Irrevocable Letter of Credit No. CLC15. 1. Amendment to Special Conditions Paragraph 4. Special Conditions Paragraph 4 of the Letter of Credit is amended by amending subparagraphs (A) and (E) thereof to _Lead in their entirety as follows and by adding a new subparagraph (F) as follows: (A) the close of business on December 31, 1992, unless this Letter of Credit is renewed at the sole option of National Australia Bank Limited, pursuant to the request of the Issuer, given at least 270 days prior to December 31, 1992 to National Australia Bank Limited, by delivery to the Trustee of Notice of Renewal, in the form of Exhibit B hereto, at least 210 days prior to December 31, 1992; (E) immediately upon the occurrence of either of the following: '• AMENDMENT TO IRREVOCABLE LETTER OF CREDIT NO. CLC15 (i) the Issuer shall fail to pay when due any amount of principal or interest on any Bond, the Issuer shall fail to pay when due any other amount owing by the Issuer under the Indenture or the Agreement, or the Issuer shal,fail to pay when due afy amount of princi interest on any other general oof the Issuer within three days of or (ii) the occurrence of t of Default specified in (h) or (k) of Sect (F) on the date ( in a Termination Cer hereto, delivered t Termination Date is receipt of the Termin (f), (g) greement; or n Date•) specified form of Exhibit H by the Bank, which t irty (30) days from ertificate by the Trustee. 2. Exhibit H. The Letter of Credit is amended by adding a new Exhibit H thereto to read in its entirety as follows: EXHIBIT H TERMINATION CERTIFICATE [Trustee Address] Re: National Australia Bank Limited Letter of Credit No. CLC15 Dated December 30, 1985 (City of St. Louis Park, Minnesota Project) The undersigned, a duly authorized officer of National Australia Bank Limited*(the •Bank•), hereby certifies to you, with reference to Irrevocable Letter of Credit No. CLC15 initially issued by the Bank on December 30, 1985 (the 'Letter of Credit'), that: 1. Pursuant to Special Conditions paragraph 4F of the Letter of Credit, you are hereby notified that the Letter of Credit will terminate on , 19 (the 'Termination Date'), which Termination Date is at -- least thirty (30) days from delivery of this Termination Certificate to you. -2- AMENDMENT TO IRREVOCABLE LETTER OF CREDIT NO. CLC15 2. Pursuant to Section 3.09 of the Indenture, as defined in the Letter of Credit, you are required to draw on the Letter of Credit to fund a Mandatory Purchase, as defined in the Agreement, of Bonds on the Termination Date. gab IN WITNESS WHEREOF, the Hank has executed and delivered this Termination Certificate as of the day of , 19 . NATIONAL AUSTRALIA BANK LIMITED By Its Very truly yours, NATIONAL AUSTRALIA Acting through it Branch By Its -3-