HomeMy WebLinkAbout92-57 - ADMIN Resolution - City Council - 1992/05/04Q+
-FROM F I1FHN11 H111 K 11FLE. #3 2
RESOLUTION NO.
4.:0.19c,2 11:12
92-57
F. 2
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENT
NO. 2 TO THE $1,000,000 INDUSTRIAL DEVELOPMENT REVENUE BOND (K K
CORPORATION PROJECT).
WHEREAS, the City issued its $1,000,000 Industrial
Development Revenue Bond (X K Corporation Project) dated as of
September 1, 1981 (the "Bond") to provide permanent financing
for a project undertaken by K K Corporation, a Minnesota
corporation (the "Company") consisting of the acquisition,
construction and equipping of a commercial building located at
1200 Vernon Avenue (the "Project") to be owned by the Company
and leased to various tenants. The proceeds of the Bond were
loaned to the Company pursuant to a Loan and Purchase Agreement
dated as of September 1, 1981 (the "Loan Agreement"). The Bond
was purchased by First Edina National sank, now known as First
Bank National Association (the "Bank"). Pursuant to a Loan
Agreement Assignment dated as of September 1, 1981 (the "Loan
Assignment"), the City assigned the Loan Agreement to the Bank.
The obligations to the Company under the Loan Agreement,
including the obligation to repay the Bond, have been secured by
a Combination Mortgage, Security Agreement and Fixture Financing
Statement dated as of September 1, 1981 (the "Mortgage"), a
Guaranty Agreement of Paul Klodt dated as of September 1, 1981
(the "Guaranty") and an Assignment of Rents and Leases dated as
of September 1, 1981 (the "Assignment");
WHEREAS, on November 15, 1988 the Bank sold the Bond and
transferred and assigned all of its right, title and interest in
and to the Bond, the Mortgage, the Loan Agreement, the Guaranty
and the Assignment to Hanson & Co. (the "Holder"); and
WHEREAS, in connection with the sale of the Bond, the
Holder and the Company agreed to reduce the interest rate on the
Bond and to amend certain of the terms of repayment of the Bond,
as set forth in Amendment No. 1 to Industrial Development
Revenue Bond (K K Corporation Project), which was submitted to
and approved by the Council on November 7, 1988 by Resolution '
No. 88-171 (the "First Amendment"); and
WHEREAS, the Holder and the Company have agreed to
further amend certain of the terms of repayment and to extend
the maturity date of the Bond, as set forth in Amendment No. 2
to Industrial Development Revenue Bond (K K Corporation Project)
(the "Second Amendment"), which has been submitted to the
Council by the Company and the Holder who request approval by
the Council of the Second Amendment; and
Fr'11 POPHRI1 HGIK I1FL5.#32
4.30.1992 11:1 F
WHEREAS, the Second Amendment reflects the Agreement
between the Company and the Holder and in approving such Second
Amendment, the City assumes no liability or responsibility for
the terms thereof or for any event resulting from such amendment.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF ST. LOUIS PARK, MINNESOTA:
1. The Mayor, City Manager and City Clerk are
authorized and directed to execute the Second Amendment in
substantially the form attached hereto as Exhibit A and deliver
it to the Holder upon receipt of a certificate substantially in
the form set forth in Exhibit B.
2. The Mayor, City manager and City Clerk and other
officers of the City are authorized and directed to prepare and
furnish to the Holder certified copies of all proceedings and
records of the City relating to the Bond and such other
affidavits and certificates as may be required to show the facts 4111
relating to the legality of the Second Amendment as such facts
appear from the books and records in the officer's custody and
control, or as otherwise known to them.
3. The approval hereby given to the Second Amendment
and other various documents referred to above includes approval
of such additional details therein, as may be necessary and
appropriate and such modifications thereof, deletions therefrom
and additions thereto as may be necessary and appropriate and
approved by the City Attorney and the City officials authorized
herein to execute said documents prior to their execution; and
said City officials are authorized to approve said changes on
behalf of the City. The execution of any instrument by the
FP011 POPHAn HPIK 11PLE.tk32
4.75C.1942 11:14
P. 4
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, City Manager 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 may properly execute such documents.
Adopted by the City Council on May 4, , 1992.
ATTEST:
City Cl k
Reviewed for Administration: Approved as to form and
execution:
w r44 -44 -t -
`l/. !. /0/i62‘
City Manager
2591PHT
141444611642001ek)
City Attorney
FROM POPHZM HPIK MPLS k;2
4.30.19q2 11:17
CERTIFICATE
P. c
Exhibit 8 to
Resolution No.92-57
The undersigned, K K Corporation/(the "Corporation"), as
party to th..t certain Loan and Purchase' Agreement dated as of
September 1, 1981 (the "Loan Agreement"); Hanson & Co., as
holder (the " older") of the City 0/St. Louis Park, Minnesota
(the "City") ,dustrial Development Revenue Bond (K K
Corporation Pr.Hect) (the "Bond")iyand Paul Klodt, as guarantor
(the "Guarantor'. under that Guar my Agreement dated
September 1, 198relating to the Bond, hereby certify and agree
in connection wit .the City'sapproval, execution and delivery
of that certain Am=dment No;/2 to $1,000,000 Industrial
Development Revenue:ond (K�K Corporation Project) City of
St. Louis Park, made '�- s they 4th day of May 1992
(the "Second Amendmen`") `a's follows:
1. The Second endment has been requested by the
Company and the Holder'wih the consent of the Guarantor and the
City's approval is s 1elyt their request.
2. The City has no participated in determining the
provisions of the;Second Ame\1ment and has not been requested to
evaluate the meriXs or effects of the terms of the Second
Amendment.
3. Tb, City shall not iany fashion be liable, and the
undersigned h ld the City..harmles., for its approval, execution
and delivery of the Second Amendm- t and any result occurring
from the pe formance of the Second mendment, including, without
limitation the validity or enforce-.ility of the Bond or the
effect, i any, of the Second Amendm- t on the tax treatment of
the inte st on the Bond.
The undersigned agree that te City's approval,
execut'"n and delivery of the Second Amen:\ent constitutes the
carryi g out of the transactions contemplad by this Loan
Agree nt and is included within the Agreem- is in Section 7.01
of the Loan Agreement.
1
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•
•
EXNuIT Ar RES, 9257
AMENDMENT NO. 2 TO
$1,000,000 INDUSTRIAL DEVELOPMENT
REVENUE BOND
(K K CORPORATION PROJECT)
CITY OF ST. LOUIS PARK
This Amendment made as of the . 4 day of 40/..-,/ , 1992, by
and between the City of St. Louis Park, Minnesota (the "City") and
Hanson & Co., its successors and assigns (the "Holder")
W ITNESSET H:
WHEREAS, the City previously issued to First Edina National
Bank, now known' as First Bank National Association (the "Bank") its
$1,000,000 Industrial Development Revenue Bond (K K Corporation
Project) dated as of September 1, 1981 (the "Bond"), the proceeds
of which were loaned by the City to K K Corporation, a Minnesota
corporation (the "Company") pursuant to that Loan and Purchase
Agreement dated as of September 1, 1981, between the City, the
Company and the Bank (the "Loan Agreement"); and
WHEREAS, pursuant to the Loan Agreement, the Company is
required to make payments in an amount sufficient to pay all
principal, interest and premium, if any, on the Bond as and when
due; and
WHEREAS, on November 15, 1988 the Bank sold the Bond to the
Holder and transferred all of its right, title and interest in and
to the Bond and all documents securing the Bond to the Holder; and
WHEREAS, in connection with the sale of the Bond to the Holder
the Company and the Holder agreed to reduce the interest rate on
the Bond and to provide for repayment terms which were different
than those contained in the original bond; and
WHEREAS, the reduced interest rate and different repayment
terms were reflected in Amendment No. 1 to the Bond duly executed
on November 17, 1988 by the City and the Holder and consented to by
the Company and Paul Klodt as Guarantor under that Guaranty
Agreement dated as of September 1, 1981; and
WHEREAS, the Company has requested repayment terms which are
different than those contained in Amendment No. 1 to the Bond and
that the maturity date of the Bond be extended; and
WHEREAS, the Company and the Holder do not intend that the
different repayment terms and the extended maturity date of the
Bond constitute a material modification of the Bond; and
WHEREAS, the City and the Holder are willing to grant the
request of the Company; and
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WHEREAS, the City has approved the provisions contained in
this Amendment No. 2 pursuant to a Resolution adopted by its
governing body on May 4 , 1992. (Resolution No. 92-57)
NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING PREMISES AND
FURTHER IN CONSIDERATION OF THE MUTUAL PROMISES HEREIN CONTAINED,
THE CITY AND THE HOLDER HEREBY AGREE AS FOLLOWS:
1. The outstanding principal amount remaining on the Bond is
$862,971.67.
2. The accrued interest on the Bond as of February 29, 1992
was $37,849.56 and has been paid as of the date hereof.
3. The interest payment due April 1, 1992 in the amount of
$6,308.26 has been paid as of the date hereof.
4. The first paragraph of the Bond is amended to be as
follows:
The City of St. Louis Park, a municipal corporation in the
County of Hennepin and State of Minnesota (the "City"), for value
received, hereby promises to pay, but solely from the source and in
the manner hereinafter provided, to HANSON & CO. or registered
assigns (the "Holder") the principal sum of Eight Hundred Sixty Two
Thousand Nine Hundred Seventy One and 67/100 Dollars ($862,971.67),
on May 1, 2002, upon the presentation and surrender hereof,
together with interest accrued on the unpaid balance of such
principal sum until paid in full at the rate of 8.75% per annum
calculated on the basis of a 360 day year composed of twelve 30 day
months. Principal and interest are payable as follows:
Interest accrued through February 29, 1992 in the amount of
$37,849.56 is payable on or before April 1, 1992.
Interest accrued through the last day of the preceding month
is payable on the first day of each month commencing April 1,
1992 and on the first day of each month thereafter until
April 1, 1997.
Commencing May 1, 1997 and on the first day of each month
thereafter until April 1, 2002, principal and accrued interest
are payable in equal installments sufficient to amortize the
unpaid principal balance of this Bond on the basis of a
twenty-year amortization schedule.
On May 1, 2002, the unpaid principal balance of this Bond
together with accrued interest shall be due and payable in
full.
All payments on this Bond shall be applied first to accrued
interest and the balance to principal. Payments on this Bond shall
215688
2
be paid to the Holder in lawful money of the United States at its
address as it appears on the registration records maintained by the
City Clerk, except the payment on May 1, 2002, which shall be paid
upon presentation and surrender of this Bond.
5. A new paragraph shall be added after the sixth paragraph
of the Bond as follows:
Notwithstanding anything herein to the contrary, any
condemnation award or payment which becomes payable by reason of
any Taking (as such term is defined in paragraph 12 of the
Mortgage) shall be paid to the owner or registered assigns of the
Bond and shall be applied in accordance with paragraph 12 of the
Mortgage. The notice and publication requirements set forth in the
following paragraph shall not apply to any prepayment made pursuant
to this paragraph.
6. Except as expressly amended hereby, the Bond shall remain
in full force and effect and in accordance with its original terms.
IN WITNESS WHEREOF, the City and the Holder have executed and
delivered this Amendment as of the day and year first above
written.
ATTEST:
215688
CITY OF ST. LOUIS PARE
By 1 '
/g46t
or
And By /'v• P• 4/)697
City Manager
HANSON & CO.
CONSENT
K K Corporation, a Minnesota corporation, hereby consents to
the amendment of the Bond as set forth in this Amendment No. 2 to
$1,000,000 Industrial Development Revenue Bond (K K Corporation
Project) City of St. Louis Park.
Dated: G2�c�s,�(� I , 1992
K K CORPORATION
CONSENT
Paul Klodt, as Guarantor under that Guaranty Agreement dated
as of September 1, 1981, relating to the Bond hereby consents to
the amendment of the Bond as set forth in this Amendment No. 2 to
$1,000,000 Industrial Development Revenue Bond (K K Corporation
Project) City of St. Louis Park and agrees that his obligations and
liabilities under the Guaranty Agreement remain unmodified, in full
force and effect, and are valid and enforceable according to the
terms of said Guaranty Agreement without offset, deduction,
counterclaim or defense of any kind.
Dated: 42,1-<-6 , 19
Paul/
STATE OF MINNESOTA )
ss.
COUNTY OF
Klodt
The foregoing instrument was acknowledged before me this a2i
day of Lc� , 1992, by Paul Klodt.
215688
4
Notary Public
NAmmAmmAAAAN
IRIS M. BREDAHt
NOTARY PU8l1C--MIMTA
HEiNI COUNTY r
My Comnasmon Expos Mer. 27.1997
EXHIBIT B, RES. 92-57
CERTIFICATE
The undersigned, K K Corporation (the "Corporation"), as party to that certain Loan
and Purchase Agreement dated as of September 1, 1981 (the "Loan Agreement"); Hanson & Co.,
as holder (the "Holder") of the City of St. Louis Park, Minnesota (the "City") Industrial
Development Revenue Bond (K K Corporation Project) (the "Bond") and Paul Klodt, as guarantor
(the "Guarantor") under that Guaranty Agreement dated September 1, 1981 relating to the Bond,
hereby certify and agree in connection with the City's approval, execution and delivery of that
certain Amendment No. 2 to $1,000,000 Industrial Development Revenue Bond (K K Corporation
Project) City of St. Louis Park, made as the day ,"` of 1992 (the "Second Amendment")
as follows:
1. The Second Amendment has been requested by the Company and the Holder
with the consent of the Guarantor and the City's approval is solely at their request.
2. The City has not participated in determining the provisions of the Second
Amendment and has not been requested to evaluate the merits or effects of the terms of
the Second Amendment.
3. The City shall not in any fashion be liable, and the undersigned shall hold the
City harmless, for its approval, execution and delivery of the Second Amendment and any
result occurring from the performance of the Second Amendment, 'including, without
limitation, the validity of enforceability of the Bond or the effect, if any, of the Second
Amendment on the tax treatment of the interest on the Bond.
4. The undersigned agree that the City's approval, execution and delivery of the
Second Amendment constitutes the carrying out of the transactions contemplated by this
Loan Agreement and is included within the Agreements in Section 7.01 of the Loan
Agreement.
IN WITNESS WHEREOF, the undersigned have caused this Certificate to be signed this
day of , , 1992.
217670
Hanson & Co.
Paul Klodt, as the Guarantor