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HomeMy WebLinkAbout96- 40 - ADMIN Resolution - City Council - 1996/03/18RESOLUTION NO. 96- 40 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A FIRST AMENDMENT TO LOAN AGREEMENT AND A FIRST SUPPLEMENTAL BOND TRUST INDENTURE AND AUTHORIZING ALL OTHER ACTION TO BE TAKEN WITH RESPECT THERETO WHEREAS, on September 30, 1993, the City issued its $222,025,000 aggregate principal amount HealthCare Facilities Revenue Bonds (HealthSystem Minnesota Obligated Group) Series 1993A, B and C (collectively, the "Bonds") pursuant to a Bond Trust Indenture between the City and Norwest Bank Minnesota, National Association (the "Trustee"), dated as of September 1, 1993 (the "Original Bond Indenture"); and WHEREAS, the proceeds of the Bonds were loaned to HealthSystem Minnesota The HealthCare Network, Methodist Hospital, Park Nicollet Medical Center and PNMC Holdings (collectively, the "Obligated Group") pursuant to a Loan Agreement dated as of September 1, 1993 (the "Original Loan Agreement") by and between the City and the Members of the Obligated Group; and WHEREAS, the Obligated Group has requested that the City enter into a First Amendment to Loan Agreement (the "First Amendment") and a First Supplement to the Bond Indenture (the "First Supplemental Indenture") substantially in the forms attached hereto as Exhibit A and made a part of this Resolution. BE IT RESOLVED, by the City Council (the "Council") of the City of St. Louis Park, Minnesota (the "City") as follows: 1. The Mayor, City Manager and City Clerk are hereby authorized and directed to execute and deliver the First Amendment and First Supplemental Indenture in substantially the forms attached hereto as Exhibit A with such modifications thereof, deletions therefrom and additions thereto, not inconsistent with this Resolution, the City's Charter, the Act or any other law as may be necessary and appropriate and approved by the City Manager prior to the execution of such documents, subject to the receipt by the City of evidence that all conditions to such amendments required by the Original Bond Indenture and the Original Loan Agreement have been satisfied and further subject to the receipt of such other certifications and assurances as the City Manager may reasonably require. The execution of the First Amendment and the First Supplemental Indenture by the City Manager shall be deemed conclusive evidence of the approval of such modifications, deletions or additions and the receipt of such evidence, certifications and assurances, if any. In the absence of a Mayor, City Manager or City Clerk, any of the documents authonzed by this Resolution may be BOND22109542 3857-385 3/8/96 94-416 executed by the acting Mayor, acting City Manager or acting Clerk, respectively, or any other officers of the City. 2. This Resolution shall take effect immediately upon its final adoption. PASSED BY THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA, THIS 18th DAY OF MARCH, 1996. Mayo (SEAL) ATTEST: Revie ed for Administration: ity Manager 7 w A )0eiv,a4 Approved as to Form and Execution: , 4i.e.(-12--e-- City Attorney BOND/22109542 3857-385 2 3/8/96 FIRST AMENDMENT TO LOAN AGREEMENT between CITY OF ST. LOUIS PARK and HEALTHSYSTEM MINNESOTA THE HEALTHCARE NETWORK, METHODIST HOSPITAL, PARK NICOLLET MEDICAL CENTER, AND ' PNMC HOLDINGS Dated as of January 1, 1996 TABLE OF CONTENTS Pag Preliminary Statement 1 Section 1. Definitions 2 Section 2. Amendment of Section 9.3 of Original Loan Agreement 2 Section 3. Execution Counterparts 3 Section 4. Effect of First Amendment 3 Section 5. Severability 3 Section 6. Governing Law 3 Section 7. Headings and Table of Contents 3 Section 8. Consent of Bond Insurer and Bond Trustee Necessary 3 SIGNATURES 4 -i- 1 ii 1 This is a FIRST AMENDMENT TO LOAN AGREEMENT, dated as of January 1, 1996, between HEALTHSYSTEM MINNESOTA THE HEALTHCARE NETWORK, METHODIST HOSPITAL, PARK NICOLLET MEDICAL CENTER, and PNMC HOLDINGS (collectively, and as defined in the Original Bond Indenture hereinafter referred to, the "Obligated Group"), and the CITY OF ST. LOUIS PARK (the "City"). PRELIMINARY STATEMENT Terms used herein with initial letters capitalized but not defined herein have the meaning given such terms in the Original Bond Indenture, as hereinafter defined, unless the context clearly requires otherwise. In accordance with the Original Bond Indenture, the City has issued its Series 1993 Bonds in the original aggregate principal amount of $222,025,000, all of which are outstanding as of the date of this instrument. In accordance with the Original Loan Agreement, as hereinafter defined, the City has lent the proceeds of the Series 1993 Bonds to the Obligated Group. To evidence the obligation of the Obligated Group to repay the loan of the proceeds of the Series 1993 Bonds, the Obligated Group, pursuant to the Master Indenture, issued and delivered to the City its Series 1993 Master Notes. The Master Indenture includes various covenants of the Obligated Group, including a covenant contained in Section 414 to the effect that the Obligated Group will provide certain financial statements of the Obligated Group and other materials to the Master Trustee, each Related Issuer, as defined in the Master Indenture, and each Related Bond Trustee, as defined in the Master Indenture. The Original Loan Agreement also includes various covenants of the Obligated Group, including a covenant contained in Section 9.3 of the Original Loan Agreement to the effect that the Obligated Group will furnish the Bond Trustee the financial statements, materials and notices required to be delivered to the Bond Trustee under the Master Indenture. The Obligated Group has asked that Section 9.3 of the Original Loan Agreement be amended so as to relieve the Obligated Group of the obligation of furnishing the City, as a Related Issuer, and the Bond Trustee, as a Related Bond Trustee, the "combining" financial statements of the Obligated Group referred to in Section 414 of the Master Indenture. 1 Section 11.1 of the Original Loan Agreement provides that the Obligated Group and the City may, with the consent of the Bond Insurer and the Bond Trustee, and in accordance with the Bond Indenture, enter into such supplements and amendments to the Onginal Loan Agreement as to them may seem necessary or desirable. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows: Section 1. Definitions. The following terms shall for all purposes of this First Amendment have the following meanings unless the context clearly requires otherwise: "First Amendment" means this First Amendment to Loan Agreement. "First Supplemental Indenture" means the First Supplemental Indenture of Trust, dated as of January 1, 1996, between the Issuer and the Trustee. "Original Loan Agreement" means the Loan Agreement, dated as of September 1, 1993, between the City and the Company. "Original Bond Indenture" means the Indenture of Trust, dated as of September 1, 1993, between the City and the Trustee. Section 2. Amendment of Section 9 3 of Original Loan Agreement. Section 9.3 of the Original Loan Agreement is amended to read as follows: "SECTION 9.3. Records and Financial Statements. Each Member of the Obligated Group covenants that it will keep proper books of records and accounts in which full, true and correct entries will be made of all transactions of such Member of the Obligated Group or of the Obligated Group relating to the use of the proceeds of any loan made hereunder, any payments made hereunder or under the Series 1993 Master Notes and any investments made in funds or accounts established under the Bond Indenture, or the Master Indenture or which otherwise constitute "gross proceeds" under the Code, and will furnish or cause to be furnished to the Bond Trustee the financial statements, materials and notices required to be delivered to the Bond Trustee under the Master Indenture. Each Member of the Obligated Group further agrees that the financial statements furnished to the Bond Trustee pursuant to this Section shall be provided, upon written request to the Bond Trustee by any Holder of Series 1993 Bonds, to such Holder. Provided, however, that with respect to any period after December 31, 1994, the financial statements furnished to the Bond Trustee under the Master Indenture and pursuant to this Section need not include -2- any combining balance sheet, combining statement of revenue and expenses, or other financial statement in combining form." Section 3. Execution Counterparts. This First Amendment may be executed in two or more counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument.. •Section 4. Effect of First Amendment. This First Amendment supplements and amends the Original Loan Agreement and shall be a part of and subject to all of the terms thereof. Except as amended or supplemented hereby, the Original Loan Agreement shall continue in full force and effect. Section 5. Severability. If any provision of this First Amendment shall be held invalid, illegal or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof, and the remaining provisions shall not in any way be affected or impaired thereby. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this First Amendment shall not affect the remaining portions of this First Amendment. Section 6. Governing Law. This First Amendment shall be governed by and construed in accordance with the laws of the State of Minnesota. Section 7. Headings and Table of Contents. The section headings herein and the table of contents are for convenience of reference only and shall not affect the interpretation hereof. Section 8. Consent of Bond Insurer and Bond Trustee Necessary. This First Amendment shall not be effective for any purpose unless the Bond Insurer and Bond Trustee have consented to the execution and delivery of this First Amendment. -3- IN WITNESS WHEREOF, each Member of the Obligated Group and the City have caused this First Amendment to be executed in their respective corporate names and have caused their respective corporate seals to be hereunto affixed and each Member of the Obligated Group has caused its corporate seal to be attested by its duly authorized officer, all as of the date first above written. HEALTHSYSTEM MINNESOTA THE HEALTHCARE NETWORK By Its METHODIST HOSPITAL By Its PARK NICOLLET MEDICAL CENTER By By Its Its PNMC HOLDINGS By By Its Its -4- r (SEAL) Attest: City Clerk CITY OF ST. LOUIS PARK By By Its Mayor and Its City Manager 46) ei40.1--it.444.,, 6.42.. ,nga 3/20A t -s FIRST SUPPLEMENTAL BOND TRUST INDENTURE between CITY OF ST. LOUIS PARK, MINNESOTA and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Bond Trustee Dated as of January 1, 1996 PARTIES RECITALS I TABLE OF CONTENTS Page 1 1 Section 1. Definitions 2 Section 2. Amendment of Section 1411 of Original Bond Indenture 2 Section 3. Execution Counterparts 3 Section 4. Severability 3 Section 5. Goverrung Law 3 Section 6. Effect of First Supplemental Indenture 3 Section 7. Headings and Table of Contents 3 Section 8. Consent of Bond Insurer Necessary 3 SIGNATURES 4 -i- THIS FIRST SUPPLEMENTAL BOND TRUST INDENTURE, dated as of January 1, 1996, between the CITY OF ST. LOUIS PARK, MINNESOTA (the "City"), and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION (the "Bond Trustee"). WITNESSETH Terms used herein with initial letters capitalized but not defined herein have the meaning given such terms in the Original Bond Indenture, as hereinafter defined, unless the context clearly requires otherwise. In accordance with the Original Bond Indenture, the City has issued its Series 1993 Bonds in the original aggregate principal amount of $222,025,000, all of which are outstanding as of the date of this instrument. In accordance with the Original Loan Agreement, as hereinafter defined, the City has lent the proceeds of the Senes 1993 Bonds to the Obligated Group. To evidence the obligation of the Obligated Group to repay the loan of the proceeds of the Series 1993 Bonds, the Obligated Group, pursuant to the Master Indenture, issued and delivered to the City its Series 1993 Master Notes. The Master Indenture includes various covenants of the Obligated Group, including a covenant contained in Section 414 to the effect that the Obligated Group will provide certain financial statements of the Obligated Group and other materials to the Master Trustee, each Related Issuer, as defined in the Master Indenture, and each Related Bond Trustee, as defined in the Master Indenture. The Original Loan Agreement also includes various covenants of the Obligated Group, including a covenant contained in Section 9.3 of the Original Loan Agreement to the effect that the Obligated Group will furnish the Bond Trustee the financial statements, materials and notices required to be delivered to the Bond Trustee under the Master Indenture. Section 1411 of the Original Bond Indenture provides that upon Written Request by any Bondholder to the Bond Trustee, the Bond Trustee shall furnish such Bondholder copies of any financial statements delivered to the Bond Trustee under Section 9.3 of the Loan Agreement and Section 414 of the Master Indenture. By the First Amendment to Loan Agreement, as hereinafter defined, with the consent of the Bond Insurer and the Bond Trustee, Section 9.3 of the Original Loan Agreement is amended so as to relieve the Obligated Group of the r f 1 obligation of furnishing the City, as a Related Issuer, and the Bond Trustee, as a Related Bond Trustee, the "combining" financial statements of the Obligated Group referred to in Section 414 of the Master Indenture. Section 1001 of the Original Bond Indenture provides that the City and the Bond Trustee may, with the consent of the Bond Insurer, enter into indentures supplemental to the Original Bond Indenture to make any change other than certain specified changes, provided that none of the events described in clauses (a), (b), (c), and (d) of Section 1402 of the Original Bond Indenture has occurred and is continuing, and the change does not adversely affect the tax-exempt status of the interest on the Series 1993 Bonds. NOW, THEREFORE, for and in consideration of the premises and the mutual covenants hereinafter contained, the parties hereto agree as follows: Section 1. Definitions. (A) Terms used in this First Supplemental Indenture with initial capital letters shall for all purposes of this First Supplemental Indenture have the meanings specified in the Original Indenture, unless the context hereof clearly otherwise requires, and except as supplemented or amended by this Section 1: "First Amendment to Agreement" means the First Amendment to Loan Agreement, dated as of January 1, 1996, between the City and the Obligated Group. "First Supplemental Indenture" means this First Supplemental Bond Trust Indenture between the City and the Trustee. "Original Loan Agreement" means the Loan Agreement, dated as of September 1, 1993, between the City and the Obligated Group. "Original Bond Indenture" means the Bond Trust Indenture, dated as of September 1, 1993, between the City and the Trustee. Section 2. Amendment of Section 1411 of Onginal Bond Indenture. Section 1411 of the Onginal Bond Indenture is amended to read as follows: "Section 1411. Financial Reports to Bondholders. Upon Written Request by arty Holder (or any Beneficial Owner upon presentation of evidence of beneficial ownership satisfactory to the Bond Trustee), the Bond Trustee shall furnish to such holder copies of any financial statements which have been delivered pursuant to Section 9.3 of the Loan Agreement and Section 414 of the Master Indenture. Provided, however, that with respect to any period after December 31, 1994, the financial statements furnished to any -2- Bondholder or Beneficial Owner or to the Bond Trustee under the Master Indenture and pursuant to this Section need not include any combining balance sheet, combining statement of revenue and expenses, or other financial statement in combining form." Section 3. Execution Counterparts. This First Supplemental Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 4. Severability. If any provision of this First Supplemental Indenture shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in all jurisdictions or in all cases because it conflicts with the provisions of any constitution or statute or rule of public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstances, or of rendering any other provision or provisions herein contained invalid, inoperative, or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses or paragraphs in this First Supplemental Indenture contained shall not affect the remaining portions of this First Supplemental Indenture or part thereof. Section 5. Governing Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of Minnesota, without giving effect to the conflict of laws principles thereof. Section 6. Effect of First Supplemental Indenture. Upon the execution of this First Supplemental Indenture, the Original Indenture shall be modified in accordance herewith, and this First Supplemental Indenture shall form a part of the Indenture for all purposes. Section 7. Headings and Table of Contents. The Section headings herein and the Table of Contents are for convenience of reference only and shall not affect the interpretation hereof. Section 8. Consent of Bond Insurer Necessary. This First Supplemental Indenture shall not be effective for any purpose unless the Bond Insurer has consented to the execution and delivery of this First Supplemental Indenture. -3- ti r IN WITNESS WHEREOF, the CITY OF ST. LOUIS PARK, MINNESOTA, has caused -these presents to be signed in its name and on its behalf by its Mayor and its City Manager and its seal to be hereunto affixed and attested by its City Clerk, and NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Trustee, has caused these presents to be signed in its name and on its behalf by one of its authorized officers, all as of the day and year first written above. [SEAL] Attest fpCity Clerk 1 4 - CITY OF ST. LOUIS PARK, MINNESOTA By Mayor By City Manager NORWEST BANK MINNESOTA, NATIONAL ASSOCIATION, as Bond Trustee By Its