HomeMy WebLinkAbout95-23 - ADMIN Resolution - City Council - 1995/03/06FINAL
RESOLUTION NO. 95- 2 3
RESOLUTION AMENDING RESOLUTION NO. 6519
ORIGINALLY ADOPTED ON MARCH 24, 1980 AND
AUTHORIZING THE EXECUTION AND DELIVERY
OF AMENDMENTS RELATING TO THE $900,000
INDUSTRIAL DEVELOPMENT REVENUE BOND
(GOTTSTEIN PROJECT)
AND DOCUMENTS RELATING THERETO
WHEREAS, pursuant to a Final Bond Resolution No. 6519 adopted by the City
Council on March 24, 1980 (the "Resolution"), the City of St. Louis Park, Minnesota (the
"City") issued its $900,000 Industrial Development Revenue Bond (Gottstein Project) dated as
of April 9, 1980 (the "Bond"), to provide financing for Leland E. Gottstein and Mary
Gottstein (the "Borrowers"), to acquire, construct and equip an office, warehouse, and
manufacturing facility building located at 2219-2229 Edgewood Avenue South in the City
(the "Project") which is owned by the Borrowers and currently leased to Recovery
Engineering, Inc. and Travelers' Express Company, Inc. The proceeds of the Bond were
loaned to the Borrowers pursuant to a Loan Agreement dated as of March 1, 1980 (the "Loan
Agreement") by and between the City and the Borrowers. The Bond was purchased by First
National Bank of Minneapolis (the "Bank"), subsequently transferred to Transamerica
Insurance Company ("TIC") pursuant to a Buy and Sell Agreement dated as of March 1, 1980
among the Bank, TIC and the Borrowers and subsequently transferred from TIC to
Transamerica Realty Services, Inc. the current holder of the Bond ("TRS"). Pursuant to an
Assignment and Pledge Agreement dated as of March 1, 1980 (the "Pledge Agreement") by
and between the City and the Bank, the City assigned the Loan Agreement to the Bank. The
benefit of the Pledge Agreement was subsequently assigned to TIC by the Bank and then to
TRS by TIC. The obligations of the Borrowers under the Loan Agreement including the
obligation to repay the Bond are secured by a Combination Mortgage, Security Agreement
and Fixture Financing Statement dated as of March 1, 1980, executed by the Borrowers in
favor of the Bank (the "Mortgage"), which Mortgage was subsequently transferred to TIC by
the Bank and then to TRS by TIC, by an Assignment of Leases and Rents dated March 1,
1980, executed by the Borrower in favor of the Bank (the "Assignment"), which Assignment
was subsequently transferred to TIC by the Bank and then to TRS by TIC, and by a Guaranty
Agreement dated as of March 1, 1980 (the "Guaranty"), which Guaranty was subsequently
transferred to TIC by the Bank and then to TRS by TIC; and
WHEREAS, TRS has agreed to sell the Bond and transfer and assign all of its right,
title and interest in and to the Bond, the Mortgage, the Loan Agreement, the Pledge
Agreement and the Assignment to Nils Sundquist and to George Halvorson, as trustee under
BOND/22074019 3857-382 3/6/95
the George H. Halverson Trust Agreement dated 9/21/94 (the "Purchasers") who will own
66.87% and 33.13%, respectively, of the principal amount of the Bond; and
WHEREAS, the Purchasers and the Borrowers have agreed to reduce the interest rate
on the Bond effective as of March 1, 1995, to amend certain of the terms of repayment of the
Bond and the Resolution as set forth herein, to amend the Loan Agreement in connection with
the Resolution Amendment pursuant to Amendment No. 1 to Loan Agreement (the "Loan
Agreement Amendment") which has also been submitted to the Council for approval and to
amend certain other documents; and
WHEREAS, the amendment herein to the Bond and Resolution constitute a reissuance
of the Bond for federal tax purposes and the City held a public hearing on March 6, 1995 on
the proposed amendments and reissuance of the Bond pursuant to published notice meeting
the requirements of the Internal Revenue Code of 1986, as amended (the "Code"); and
WHEREAS, in connection with the original issuance of the Bond, the City held a
public hearing pursuant to Minnesota Statutes Chapter 474 (the "Act") pursuant to which the
Bond was issued and obtained approval of the Project from the Department of Trade and
Economic Development of the State of Minnesota.
NOW, THEREFORE, be it resolved by the City Council (the "Council") of the City
of St. Louis Park (the "City") as follows:
1. The Borrowers have requested the City to amend the Resolution and the Bond,
to amend certain documents entered into in connection with the original issuance of the Bond,
to execute and deliver new bonds (the "Replacement Bonds") in like aggregate principal
amount of the Bond to effect the transfer of the Bond to the Purchasers and to effect the
amendments herein and to take all such other actions as may be required or appropriate in
connection with the amendments herein and the execution and delivery of the documents
approved hereby.
2. A draft of the Loan Agreement Amendment has been submitted to the Council
and is now, or shall be placed, on file with the City Clerk.
3. It is hereby found, determined and declared that:
(a) the real and personal property comprising the Project constitutes a
"project" authorized by the Act, and the financing of the Project constitutes a public
purpose not prohibited by law for which the City may authorize and reissue its
revenue bonds;
(b) the Project, prior to the issuance of the Bond, was approved by the
Department of Trade and Economic Development of the State of Minnesota;
BOND/22074019 3857-382 2 3/6/95
(c) the financing of the Project, the issuance and sale of the Bond, the
execution and delivery of the Loan Agreement and Pledge Agreement and the
performance of all covenants and agreements of the City contained in the Loan
Agreement and the Pledge Agreement and of all other acts and things required under
the City's Charter and the Constitution and laws of the State of Minnesota to make the
Loan Agreement, the Pledge Agreement and the Bond valid and binding obligations of
the City in accordance with their terms was authorized by the Act and the City's
Charter;
(d) the loan payments provided for in the Loan Agreement are fixed, and
required to be revised from time to time as necessary, so as to produce income and
revenue sufficient to provide for prompt payment of principal of, premium, if any, and
interest on the Bond when due, and the Loan Agreement also provides that the
Borrowers are required to pay all expenses of the operation and maintenance of the
Project;
(e) under the provisions of the Act, and as provided in the Loan
Agreement, the Bond is not, and the Replacement Bonds will not be, payable from nor
a charge upon any funds of the City other than the revenue pledged to their payment,
nor is the City subject to any liability thereon; no holders of the Bond or the
Replacement Bonds shall ever have the right to compel any exercise of the taxing
power of the City to pay any of the principal of, premium, if any, or interest on the
Bond or the Replacement Bonds; the Bond and the Replacement Bonds shall not
constitute a charge, lien or encumbrance, legal or equitable, upon any property of the
City; and the Bond recites and the Replacement Bonds will recite that the Bond or the
Replacement Bond, as the case may be, including interest thereon, is payable solely
from the revenue pledged to the payment thereof and that the Bond or the
Replacement Bond, as the case may be, shall not constitute a debt of the City within
the meaning of any constitutional or statutory limitation; and
(0 the Bond was not, and the Replacement Bonds are not, issued to run for
longer than the reasonable life expectancy of the property or improvement for which
the Bond was authorized within the meaning of the City's Charter, and, in any case,
the Bond is not, and the Replacement Bonds are not, issued to run for more than thirty
years.
4. The form of Loan Agreement Amendment is approved. The Loan Agreement
Amendment, with such variations, additions and deletions, not inconsistent with this
resolution, the City's Charter, the Act or other law, as the executing officers may hereafter
deem appropriate, such determination to be conclusively evidenced by the execution and
delivery thereof, is hereby approved and, upon receipt of any required consents of the holders
of the Bond or Replacement Bonds, the Mayor and the City Manager is hereby authorized
and directed to execute and deliver such document in final form in the name and on behalf of
BOND/22074019 3857-382
3 3/6195
the City with or without the official seal of the City impressed thereon and attested to by the
City Clerk.
5. For purposes of Section 147(f) of the Internal Revenue Code of 1986, as
amended, the issuance of the Replacement Bonds is hereby approved by the Council, an
elected legislative body of the City, after a public hearing held March 6, 1995, of which
reasonable public notice was given.
6. Upon receipt of any required consent of the holders of the Bond or
Replacement Bonds, the Mayor, City Manager, City Clerk and any other officers of the city
are authorized and directed to prepare, execute and deliver the Replacement Bonds to such
parties as are assigned the Bond, in such amounts as specified in such assignment, but not
exceeding the then outstanding principal amount, in substantially the form set forth in Exhibit
A hereto with such changes, variations, additions and deletions, not inconsistent with
Resolution No. 6519, as amended by this resolution, as may be requested by the holder in
connection with the Amendments to the documents relating to the Bond or to the Bond in this
Resolution.
7. As set forth in the form the Replacement Bonds, upon execution and delivery
of the Replacement Bonds, the interest rate payable on the Replacement Bonds from and after
March 1, 1995 is amended to be seven and one half (7 1/2%) per cent per annum, the
existing optional prepayment provisions are deleted and the Replacement Bonds shall be
subject to optional prepayment without premium on an after March 1, 2000 and the existing
required optional prepayment provisions are deleted and the Replacement Bonds shall be
subject to a put by the holders thereof for mandatory prepayment without premium on March
1, 2005 upon at least 180 days prior written notice. The monthly payments on the
Replacement Bonds shall be adjusted to reflect the new interest rate.
8. The Mayor, City Manager, City Clerk and any other officers of the City are
authorized and directed to prepare, execute and furnish, upon issuance of the Replacement
Bonds, certified copies of all proceedings and records of the City relating to the Replacement
Bonds, and such other affidavits and certificates as may be required to show the facts relating
to the legality of the Bond or the Replacement 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, may be
executed by one or more of such officers and shall constitute representations of the City as to
the truth of all statements contained therein. The Mayor, City Manager, City Clerk and any
other officers of the City are further authorized to execute, deliver and receive all such other
documents, certificates and agreements which are required by the Loan Agreement, the Bond,
or which are necessary or desirable to carry out, give effect to and consummate the
transactions contemplated therein or herein.
9. The approval hereby given to the various documents referred to above includes
an approval of such additional details therein as may be necessary and appropriate and such
BOND/22074019 3857-382 4 3/6/95
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
No. _ $ 2 $500,000
Industrial Development Revenue Bond
(Gottstein Project)
The City of St. Louis Park, Minnesota, a municipality in
the County of Hennepin and State of Minnesota, being a body
corporate and politic (hereinafter sometimes called the "City"),
for value received, hereby promises to pay to NILS SUNDQUIST, 11635
Bass Lake Road, Bt. Loui3 ark Plymouth, Minnesota 55442 (the
"Mortgagee"), or its assigns, solely from the revenues derived by
the City from the Loan Agreement hereinafter described, the
outstanding and unpaid balance of advances on account of an
authorized principal s u m o f
Dollars (000,0 (p ( $ ) Five Hundred ,Th.ousand
) , and to pay interest on the unpaid `principal
amount thereof at the rate of Seven and One-half percent (711%) per
annum (computed on the basis of a 360 -day year, 30 -day month).
Principal and interest shall be due and payable in consecutive
monthly installments of principal and interest in the amount of
$ each on the first day of each month, commencing on April
1, 1995 until and including March 1, 2010 when all unpaid principal
and interest on this Bond shall be due and payable, except as this
Bond may be otherwise subject to mandatory redemption as
hereinafter provided. Payments of such installments shall be
applied, first, to accrued and unpaid interest and next to unpaid
principal. Principal and interest shall be paid to the holder
hereof in lawful money of the United States at its address or at
such other place as the Holder hereof may designate in writing. In
the event of a Determination of Taxability, as defined in the Loan
Agreement, the rate of interest hereon shall be increased to 12.00%
per annum effective as of the Date of Taxability, as defined in the
Loan Agreement. In the event of a Determination of Taxability,
monthly payments of principal and interest from and after the Date
of Taxability shall be recomputed at the applicable rate set forth
above so that the balance remaining on March 1, 2010 will be what
it would have been if there had been no Determination of Taxability
and the City shall promptly pay to the holder and to any prior
holder the aggregate difference between (i) the amounts actually
paid hereunder between the Date of Taxability and the effective
date of such rate increase and (ii) the amounts which would have
711861.2
been paid to such owner during such period if the increased rate or
rates had been in effect and this Bond had been amortized at the
rate of 12.00% per annum from the Date of Taxability to maturity.
This Bond is issued under the Minnesota Municipal
Industrial Development Act, Chapter 474, Minnesota Statutes, as
amended, now reconstituted as Minnesota Statutes, Sections 469.152
through 165 (herein called the "Act"), and in conformity with the
provisions, restrictions and limitations thereof. This Bond does
not represent a debt or pledge the faith or credit of the City or
grant to the owner of this Bond any right to have the City levy any
taxes or appropriate any funds for the payment of the principal
hereof or interest hereon, nor is this Bond a general obligation of
the City or the individual officers or agents thereof. This Bond
and interest hereon are payable solely and only out of the moneys
received under the Loan Agreement or realized from the enforcement
of the security hereinafter described.
This Bond is issued pursuant to a resolution of the City
adopted by its City Council on March 24, 1980 (the "Bond
Resolution") as amended by Amendment No. 1 to Final Bond a
Resolution dated a3 of adopted by the City on March 4 6, 1995, for
the purpose of acquiring, constructing and equipping an office and
warehouse facility in the City to be owned by the Borrowers and
leased to certain tenants (hereinafter call the "Project") and
pursuant to a Loan Agreement dated as of March 1, 1980 (herein
called the "Loan Agreement") between the City and Leland E.
Gottstein and Mary Gottstein, individuals residing in the City of
St. Louis Park, Minnesota (hereinafter called the "Borrowers") as
amended by Amendment No. 1 to Loan Agreement dated as of March 1 8,
1995 between the City and the Borrowers and consented to by Nils
Sundquist and George Halvorson (the "Purchasers"). Under the Loan
Agreement, the Borrowers have agreed to construct and equip the
Project and have agreed to make certain Loan Repayments in amounts
and at times sufficient to pay the principal of, premium, if any,
and interest on this Bond when due. Pursuant to an Assignment and
Pledge Agreement dated as of March 1, 1980 between the Borrowers
and First National Bank of Minneapolis (the "Bank") (the "Pledge
Agreement"), the City had pledged and assigned its interest in the
Loan Agreement (except its rights under Section 4.02, 6.01, 7.04
and 7.05 thereof) to the holder of this Bond. This Bond is further
secured by a Combination Mortgage, Security Agreement and Fixture
Financing Statement dated as of March 1, 1980 (the "Mortgage") by
which the Borrowers have granted to the holder of this Bond a
mortgage lien on and security interest in the Project and an
Assignment of Leases and Rents dated as of March 1, 1980
(hereinafter called the "Lease Assignment") by which the Borrowers
have assigned to the holder of this Bond their interests in all
leases with respect to the Mortgaged Property, as defined in the
Mortgage. The Mortgage has been amended pursuant to Amendment to
Combination Mortgage, Security Agreement and Fixture Financing
Statement dated as of March 4 8, 1995 between the Borrowers and the
Purchasers and the Lease Assignment has been amended pursuant to
711861.2
Amendment to Assignment of Leases and Rents dated as of March -. S,
1995 between the Borrowers and the Purchasers. Reference is hereby
made to the Bond Resolution, the Loan Agreement, the Mortgage, the
Lease Assignment and the Pledge Agreement for a complete
description of the covenants and agreements therein contained, the
nature and extent of the security thereby created and the rights,
duties and immunities of the City thereunder.
This Bond is subject to prepayment prior to maturity at
the option of the City upon direction of the Borrowers, in whole or
in part, on any installment payment date commencing at the
bcginning of thc (fifth] Loan Year, az dcfincd in- thc Loan
Agrccmcnt, or any aubocqucnt Loan Ycar without prcmium. on March 1,
2000, upon 30 days+ prior written notice.
Notice of any such prepayment or redemption shall be
given to the owner or assigns of this Bond by certified or
registered mail, addressed to it at its address, not less than
thirty (30) days prior to the date fixed for prepayment or
redemption. At the date fixed for prepayment or redemption, funds
shall be paid to the owner hereof at its address, sufficient to pay
this Bond and any accrued interest. Upon the happening of the
above conditions, this Bond thus called shall not bear interest
after the date specified for prepayment or redemption.
The Mortgagee shall 'have the right to demand payment in
ZUil of the principal balance of this Bond plus accrued interest on
March 1, 2005, which right shall' tie exercisable by the Mortgagee by
giving at least 180 days' prior written notice of such demand to
the - Borrowers.
This Bond is also subject to prepayment without premium
in certain instances of damage to or destruction or condemnation of
the Project as provided in the Loan Agreement and Mortgage. All
prepayments, whether voluntary or otherwise, shall be applied in
inverse order of maturity.
In the event of default in the payment of principal or
interest hereon or if an Event of Default as defined in the
Mortgage or Loan Agreement occurs, the unpaid principal of this
Bond together with all interest then due thereon may be declared or
may become immediately due in the manner and with the effect and
subject to the conditions provided therein.
It is hereby certified and recited and the City Council
has found: That the Project is an eligible "project" defined in
Section 474.02, Subd. la of the Act; that the issuance of this Bond
and the acquisition and construction of the Project will promote
the public welfare and carry out the purposes of the Act; that the
Project has been approved by the Commissioner of Securities as
tending to further the purposes and policies of the Act; that all
711861.2 3
acts, conditions and things required to be done precedent to and in
the issuance of this Bond have been properly done, have happened
and have been performed in regular and due time, form and manner as
required by law; and that this Bond does not exceed or constitute
a debt of the City within the meaning of any constitutional,
statutory or charter limitation.
This Bond is only transferable upon the books of the City
at the office of the Clerk, by the holder in person or by his agent
duly authorized in writing, at the holder's expense, upon surrender
hereof together with a written instrument of transfer duly executed
by the holder or his duly authorized agent. Upon such transfer the
Clerk will note the date of registration and the name and address
of the new registered holder in the registration blank appearing
below. The City may deem and treat the person in whose name the
Bond is last registered with such registration noted on the Bond,
as the absolute owner hereof, whether or not overdue, for the
purpose of receiving payment of or on the account of the principal
balance hereof, redemption price or interest and for all other
purposes, and all such payments so made to the holder or upon its
order shall be valid and effective to satisfy and discharge the
liability upon the Bond to the extent of the sum or sums so paid,
and the City shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the CITY OF ST. LOUIS PARK, by its
City Council, has caused this Bond to be signed in its behalf by
the signatures of the Mayor and City Manager, sealed with the
corporate seal of the City and attested by the City Clerk, all as
of the et 8th day of March, 1995.
(Seal)
Clerk
711861.2
4
CITY OF ST. LOUIS PARK
By
Mayor
And By
City Manager
r
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid principal balance of this Bond
and the interest accruing thereon is registered on the books of
the City of St. Louis Park in the name of the holder last noted
below.
Date of
Registration
March =8, 1995
Name and address Signature of
Registered Owner Clerk
Nils Sundquist
11635 Bass Lake Road
£t. Loui3 Park PlyMouth, MN
55442
711861.2 5
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF ST. LOUIS PARK
No. 3 $247,700
Industrial Development Revenue Bond
(Gottstein Project)
The City of St. Louis Park, Minnesota, a municipality in
the County of Hennepin and State of Minnesota, being a body
corporate and politic (hereinafter sometimes called the "City"),
for value received, hereby promises to pay to GEORGE HALVORSON, as
trustee under the Trust Agreement dated 9/21/94, 12700 Sherwood
Place #106, Minnetonka, Minnesota 55343 (the "Mortgagee"), or its
assigns, solely from the revenues derived by the City from the Loan
Agreement hereinafter described, the outstanding and unpaid balance
of advances on account of an authorized principal sum of Two
Hundred Forty-seven Thousand Seven Hundred Dollars ($247,700), and
to pay interest on the unpaid principal amount thereof at the rate
of Seven and One-half percent (71/2%) per annum (computed on the
basis of a 360 -day year, 30 -day month). Principal and interest
shall be due and payable in consecutive monthly installments of
principal and interest in the amount of $ each on the first
day of each month, commencing on April 1, 1995 until and including
March 1, 2010 when all unpaid principal and interest on this Bond
shall be due and payable,, except as this Bond may be otherwise
subject to mandatory redemption as hereinafter provided. Payments
of such installments shall be applied, first, to accrued and unpaid
interest and next to unpaid principal. Principal and interest
shall be paid to the holder hereof in lawful money of the United
States at its address or at such other place as the Holder hereof
may designate in writing. In the event of a Determination of
Taxability, as defined in the Loan Agreement, the rate of interest
hereon shall be increased to 12.00% per annum effective as of the
Date of Taxability, as defined in the Loan Agreement. In the event
of a Determination of Taxability, monthly payments of principal and
interest from and after the Date of Taxability shall be recomputed
at the applicable rate set forth above so that the balance
remaining on March 1, 2010 will be what it would have been if there
had been no Determination of Taxability and the City shall promptly
pay to the holder and to any prior holder the aggregate difference
between (i) the amounts actually paid hereunder between the Date of
Taxability and the effective date of such rate increase and (ii)
the amounts which would have been paid to such owner during such
711960.3
period if the increased rate or rates had been in effect and this
Bond had been amortized at the rate of 12.00% per annum from the
Date of Taxability to maturity.
This Bond is issued under the Minnesota Municipal
Industrial Development Act, Chapter 474, Minnesota Statutes, as
amended, now reconstituted'as Minnesota Statutes, Sections 469.152
through 165 (herein called the "Act"), and in conformity with the
provisions, restrictions and limitations thereof. This Bond does
not represent a debt or pledge the faith or credit of the City or
grant to the owner of this Bond any right to have the City levy any
taxes or appropriate any funds for the payment of the principal
hereof or interest hereon, nor is this Bond a general obligation of
the City or the individual officers or agents thereof. This Bond
and interest hereon are payable solely and only out of the moneys
received under the Loan Agreement or realized from the enforcement
of the security hereinafter described.
This Bond is issued pursuant to a resolution of the City
adopted by its City Council on March 24, 1980 (the "Bond
Resolution") as amended by a Resolution adopted by the City on
March 6, 1995, for the purpose of acquiring, constructing and
equipping an office and warehouse facility in the City to be owned
by the Borrowers and leased to certain tenants (hereinafter call
the "Project") and pursuant to a Loan Agreement dated as of
March 1, 1980 (herein called the "Loan Agreement") between the City
and Leland E. Gottstein and Mary Gottstein, individuals residing in
the City of St. Louis Park, Minnesota (hereinafter called the
"Borrowers") as amended by Amendment No. 1 to Loan Agreement dated
as of March 8, 1995 between the City and the Borrowers and
consented to by Nils Sundquist and George Halvorson (the
"Purchasers"). Under the Loan Agreement, the Borrowers have agreed
to construct and equip the Project and have agreed to make certain
Loan Repayments in amounts and at times sufficient to pay the
principal of, premium, if any, and interest on this Bond when due.
Pursuant to an Assignment and Pledge Agreement dated as of March 1,
1980 between the Borrowers and First National Bank of Minneapolis
(the "Bank") (the."Pledge Agreement"), the City had pledged and
assigned its interest in the Loan Agreement (except its rights
under Section 4.02, 6.01, 7.04 and 7.05 thereof) to the holder of
this Bond. This Bond is further secured by a Combination Mortgage,
Security Agreement and Fixture Financing Statement dated as of
March 1, 1980 (the "Mortgage") by which the Borrowers have granted
to the holder of this Bond a mortgage lien on and security interest
in the Project and an Assignment of Leases and Rents dated as of
March 1, 1980 (hereinafter called the "Lease Assignment") by which
the Borrowers have assigned to the holder of this Bond their
interests in all leases with respect to the Mortgaged Property, as
defined in the Mortgage. The Mortgage has been amended pursuant to
Amendment to Combination Mortgage, Security Agreement and Fixture
Financing Statement dated as of March 8, 1995 between the Borrowers
and the Purchasers and the Lease Assignment has been amended
pursuant to Amendment to Assignment of Leases and Rents dated as of
711960.3
March 8, 1995 between the Borrowers and the Purchasers. Reference
is hereby made to the Bond Resolution, the Loan Agreement, the
Mortgage, the Lease Assignment and the Pledge Agreement for a
complete description of the covenants and agreements therein
contained, the nature and 'extent of the security thereby created
and the rights, duties and immunities of the City thereunder.
This Bond is subject to prepayment prior to maturity a+
the option of the City upon direction of the Borrowers, in whole or
in part, on any installment payment date commencing on March 1,
2000, upon 30 days' prior written notice.
Notice of any such prepayment or redemption shall be
given to the owner or assigns of this Bond by certified or
registered mail, addressed to it at its address,- not less than
thirty (30) days prior to the date fixed for prepayment or
redemption. At the date fixed for prepayment or redemption, funds
shall be paid to the owner hereof at its address, sufficient to pay
this Bond and any accrued interest. Upon the happening of the
above conditions, this Bond thus called shall not bear interest
after the date specified for prepayment or redemption.
The Mortgagee shall have the right to demand payment in
full of the principal balance of this Bond plus accrued interest on
March 1, 2005, which right shall be exercisable by the Mortgagee by
giving at least 180 days' prior written notice of such demand to
the Borrowers.
This Bond is also subject to prepayment without premium
in certain instances of damage to or destruction or condemnation of
the Project as provided in the Loan Agreement and Mortgage. All
prepayments, whether voluntary or otherwise, shall be applied in
inverse order of maturity.
In the event of default in the payment of principal or
interest hereon or if an Event of Default as defined in the
Mortgage or Loan Agreement occurs, the unpaid principal of this
Bond together with all interest then due thereon may be declared or
may become immediately due in the manner and with the effect and
subject to the conditions provided therein.
It is hereby certified and recited and the City Council
has found: That the Project is an eligible "project" defined in
Section 474.02, Subd. la of the Act; that the issuance of this Bond
and the acquisition and construction of the Project will promote
the public welfare and carry out the purposes of the Act; that the
Project has been approved by the Commissioner of Securities as
tending to further the purposes and policies of the Act; that all
acts, conditions and things required to be done precedent to and in
the issuance of this Bond have been properly done, have happened
and have been performed in regular and due time, form and manner as
711960.3
3
required by law; and that this Bond does not exceed or constitute
a debt of the City within the meaning of any constitutional,
statutory or charter limitation.
This Bond is only transferable upon the books of the City
at the office of the Clerk, by the holder in person or by his agent
duly authorized in writing, at the holder's expense, upon surrender
hereof together with a written instrument of transfer duly ex3cuted
by the holder or his duly authorized agent. Upon such transfer the
Clerk will note the date of registration and the name and address
of the new registered holder in the registration blank appearing
below. The City may deem and treat the person in whose name the
Bond is last registered with such registration noted on the Bond,
as the absolute owner hereof, whether or not overdue, for the
purpose of receiving payment of or on the account of the principal
balance hereof, redemption price or interest and for all other
purposes, and all such payments so made to the holder or upon its
order shall be valid and effective to satisfy and discharge the
liability upon the Bond to the extent of the sum or sums so paid,
and the City shall not be affected by any notice to the contrary.
IN WITNESS WHEREOF, the CITY OF ST. LOUIS PARK, by its
City Council, has caused this Bond to be signed in its behalf by
the signatures of the Mayor and City Manager, sealed with the
corporate seal of the City and attested by the City Clerk, all as
of the 8th day of March, 1995.
(Seal)
CITY OF ST. LOUIS PARK
By
Mayor
By
Clerk City Manager
711960.3 4
PROVISIONS AS TO REGISTRATION
The ownership of the unpaid principal balance of this Bond
and the interest accruing thereon is registered on the books of
the City of St. Louis Park in the name of the holder last noted
below.
Date of
Registration
Name and address Signature of
Registered Owner Clerk
March 8, 1995
George Halvorson
12700 Sherwood Place #106
Minnetonka, MN 55343
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3/6/95
AMENDMENT NO. 1 TO LOAN AGREEMENT
THIS AMENDMENT NO. 1 TO LOAN AGREEMENT is made as of the 8th day of
March, 1995, by and among the CITY OF ST. LOUIS PARK, MINNESOTA (the "City") and
LELAND E. (OTTSTEIIN AND MARY GOTTSTEIN (the 'Borrower").
RECITALS:
A. Pursuant to Final Bond Resolution No. 6519 adopted on March 24, 1980 (the
"Resolution"), the City issued to First National Bank of Minneapolis (the "Bank") its
S900,000 Industrial Development Revenue Bond (Gottstein Project) dated as of April -9,
1980 .(the "Original Bond"), the proceeds of which were loaned by the City -to the Borrower
pursuant to a Loan Agreement dated as of March 1, 1980, between the City and the
Borrower (the "Loan Agreement") to finance the acquisition and construction of an
office/warehouse/manufacturing facility located at 2219-2229 Edgewood Avenue South,
St. Louis Park, Minnesota (the "Project").
B. Pursuant to the Loan Agreement, the Borrower is required to make payments
to the holder thereof on behalf of the City m an amount sufficient to pay all principal,
interest and premium, if any, on the Original Bond as and when due.
C. The Bank sold the Original Bond to Transamerica Insurance Company ("TIC")
pursuant to a Buy and Sell Agreement dated as of March 1, 1980 among the Bank, TIC and
the Borrower. TIC transferred the Original Bond to Transamerica Realty Services, Inc. (the
"Holder") in 1993 and the Holder has now sold the Original Bond and transferred all of its
right, title and interest in and to the Original Bond and all documents relating thereto to Nils
Sundquist ("Sundquist") and George Halvorson, as trustee under the George H. Halvorson
Trust Agreement dated 9/21/94 ("Halvorson") (collectively, the "Purchasers").
D. The Borrower, the City and the Purchasers have agreed to (i) reissue the
Original Bond as two separate bonds (the "Bonds") each payable to one of the Purchasers
in the combined principal amount of $747,700 (as of the date hereof the outstanding
principal balance of Original Bond is $747,717.72; the Borrower will prepay $17,72 on the
date hereof), (ii) reduce the interest rate on the Bonds and (iii) provide for repayment terms
which are different than those contained in the Original Bond.
E. The parties hereto wish to amend the Loan Agreement to provide for changes
corresponding to reissuance of the Bonds.
NOW, TBEREFORE, in consideration of one dollar and other good and valuable
consideration, the parties hereto hereby agree as follows:
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1. The following definitions set forth in Section 1.01 of the Loan Agreement are
modified to be as follows:
"Bond" means, collectively, the $500,000 Industrial Development
Revenue Bond (Gottstein Project) held by Nils Sundquist and the $247,700
Industrial Development Revenue Bond (Gottstein Project) held by George
Halvorson, as trustee under the George H. Halvorson Trust Agreement dated
9/21/94 to be issued by the City pursuant to the Bond Resolution.
"Bond Resolution" means the Final Bond Resolution of the City
adopted on March 24, 1980, as amended by a Resolution adopted by the City
on March 6, 1995, as the same may be further amended, modified or
supplemented by any amendments or modifications thereof.
"Leases" means the lease dated December 31, 1993 by and between the
Borrower and Recovery Engineering, Inc. as supplemented and amended from
time to time and the lease dated December 4, 1991 by and between the
Borrower and Travelers Express Company, Inc., as supplemented and
amended from time to time.
"Lessee" means collectively the lessees under the Leases, their
successors and assigns and any other tenant from time to time of the Project.
"Mortgagee" means Nils Sundquist and George Halvorson, as trustee
under the George H. Halvorson Trust Agreement dated 9/21/94, their heirs,
successors, assigns and legal representatives.
"1986 Code" means the Internal Revenue Code of 1986, as amended.
2. All references in the Loan Agreement to "Guaranty," "Guarantors," "Bellboy
Corporation" and "Permanent Lender" are hereafter void and of no further force and effect_
3. Section 4.04 of the Loan Agreement is amended to read as follows:
"Section 4.04 Options to Prepay Bond. The Borrowers shall have, and are
hereby granted, the option, commencing March 1, 2000, to prepay the Bond,
in whole or in part, on any installment payment date, upon 30 days' prior
written notice to the Mortgagee, upon payment to the Mortgagee of the
principal amount of the Bond to be prepaid, plus accrued interest thereon,
without premium."
4. The addresses for notx:es set forth in Section 8.01 for the Borrowers and the
Mortgagee are amended to be as follows:
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TN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
Loan Agreement be executed and delivered as of the 8th day of March, 1995.
LELAND E. GOTTSTEIN
MARY GOTTSTEIN
CITY OF ST. LOUIS PARK,
[SEAL] MINNESOTA
Attested By
Its Mayor
By
Its Clerk
The foregoing Amendment and
Assumption is consented and agreed to
by the Purchasers:
By
Its City Manager
Nils Sundquist
George Halvorson, as trustee under
the George H. Halvorson Trust
Agreement dated 9/21/94
Signature page to Amendment No. 1 to Loan Agreement dated as of the 8th day of March,
1995, by and between the City of St. Louis Park, Minnesota and Leland E. Gottstein and
Mary Gottstein.
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B. To the Borrowers
C. To the Mortgagee
Leland E. Gottstein and
Mary Gottstein
5401 Gamble Drive, Suite 280
St. Louis Park, MN 55416
Nils Sundquist
11635 Bass Lake Road
Plymouth, MN 55442
George Halvorson, as trustee
12700 Sherwood Place #106
Minnetonka, MN 55343
5. Tax Exempt Status of Bond: Bond Not to Become Arbitrage Bonds.
(A) The Borrower covenants that it shall not take any action, or fail to take
any action, if any such action or failure to take action would adversely affect the exclusion
from gross income of the interest on the Bond under Section 103 of the 1954 Code or
Section 103 of the 1986 Code, as applicable. The Borrower shall not directly or indirectly
use or permit the use of any proceeds of the Bond or any other funds of the Borrower or
take or omit to take any action that would cause the Bond to be "arbitrage bonds" within
the meaning of the Section 148(a) of the 1986 Code. To that end, the Borrower shall
comply with all requirements of Section 148 of the 1986 Code to the extent applicable to the
Bond.
Without limiting the generality of the foregoing, the Borrower agrees that
there shall be paid from time to time all amounts required to be rebated, if any, to the
United States pursuant to Section 148(f) of the 1986 Code and any temporary, proposed or
final Treasury Regulations as may be applicable to the Bond from time to time. This
covenant shall survive payment in full or defeasance of the Bond."
(B) The City covenants that it shall not take any action, or fail to take any
action, if any such action or failure to take action would adversely affect the exclusion from
gross income of the interest on the Bond under Section 103 of the 1954 Code or Section 103
of the 1986 Code, as applicable. The City shall not directly or indirectly use or permit the
use of any proceeds of the Bond or any other funds of the City or take or omit to take any
action that would cause the Bond to be "arbitrage bonds" within the meaning of the Section
148(a) of the 1986 Code. To that end, the City shall comply with all requirements of Section
148 of the 1986 Code to the extent applicable to the Bond.
Without limiting the generality of the foregoing, the City agrees that there shall
be paid from time to time all amounts required to be rebated, if any, to the United States
pursuant to Section 148(f) of the 1986 Code and any temporary, proposed or final Treasury
Regulations as may be applicable to the Bond from time to time. This covenant shall
survive payment in full or defeasance of the Bond."
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6. Consent. The Borrower hereby covenants to the amendments and other
actions of the City in the resolution authorizing their Amendment and to all other actions
consistent therewith taken by the City in connection with issuing the Bond to the Purchasers
and other related documents.
7. The Borrower hereby reaffirms all of its representations, warranties and
covenants contained in the Loan Agreement as of the date hereof
8. All other terms, conditions and requirements of the Loan Agreement shall
remain in full force and effect except as modified hereby.
9. This Amendment may be executed in counterparts each of which shall be an
original and all of which shall constitute one and the same instrument.
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modifications thereof, deletions therefrom and additions thereto, not inconsistent with this
resolution, the City's Charter, the Act or other law, as may be necessary and appropriate and
approved by the City Attorney prior to the execution of the documents. 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, City Manager or City Clerk, any of the documents authorized by
this resolution to be executed may be executed by the Acting Mayor or the Mayor Pro Tem,
Acting City Manager or Acting City Clerk, respectively.
10. All other terms and conditions of the Resolution remain in full force and effect.
11. This Resolution shall be effective immediately.
PASSED by the City Council of the City of St. Louis Park, Minnesota. this 6th day of
March, 1995.
to /(4,4
May
Reviewed for administration:
Approved as to form and execution:
BOND/22074019 3857-382
5
3/6/95