HomeMy WebLinkAboutResolution - 93-228 - Approving Amendment of Note for Rott-Rivett Developers - 12/21/1993 RESOLUTION NO. 9 3 - 2 2 8
RESOLUTION APPROVING AMENDMENT OF NOTE
THIS RESOLUTION, made and adopted as of the 21st day of December, 1993, by the City
Council of the City of Eden Prairie, Minnesota (the "City").
WITNESSETH :
WHEREAS, the City previously executed, delivered and issued its $1,300,000 Commercial
Development Revenue Note (Rott-Rivett Developers Project), No. R-1, dated November 28,
1984 (the "Note"); and
WHEREAS, the Note was originally issued to First Edina National bank, a national banking
association (the "Original Holder"); and
WHEREAS, the Original Holder has sold, transferred and assigned the Note to PSB Credit
Service, Inc. (the "Holder"); and
WHEREAS, the proceeds of the Note were loaned by the City to Rott-Rivett Developers, a
Minnesota general partnership (the "Borrower"), pursuant to that certain Loan Agreement dated
as of November 28, 1984, by and among the City and the Borrower (the "Loan Agreement");
and
WHEREAS, the Borrower and the Holder have requested that the City agree to amend the Note
and the Loan Agreement as herein set forth and, essentially, to "refund" the Note.
NOW, THEREFORE, BE IT RESOLVED, that the amendments of the Note and the Loan
Agreement in the forms attached hereto as Exhibits A and B, respectively, are hereby approved.
BE IT FURTHER RESOLVED, that the Mayor and the City Manager of the City are hereby
authorized, empowered and directed to execute and deliver, for and on behalf of and in the name
of the City, the Amendment of Note and the Amendment of Loan Agreement and Related
Documents in the form attached hereto as Exhibits A and B, respectively.
BE IT FURTHER RESOLVED, that the Mayor and the City Manager of the City are hereby
further authorized, empowered and directed to execute and deliver, for and on behalf of and in
the name of the City, such further agreements, documents and instruments as are necessary to
effectuate the amendment of the Note and the Loan Agreement as herein set forth and to
"refund" the Note, including, without limitation, the preparation, execution and submission of
IRS Form 8038 in the form prepared by Winthrop & Weinstine, P.A., as Bond Counsel.
• Adopted in regular session of the City Council of tl 'ty of Eden P ' 'e, Minnesota, held this
21st day of December, 1993.
V HA h6k
Mayor o ity of en 'e
ATTEST:
J�4j- -
ity Clerk
W S:13031
•
' EXHIBIT A
AMENDMENT OF NOTE
THIS AMENDMENT, made as of the day of December, 1993, by and among the CITY
OF EDEN PRAIRIE, bHNNESOTA, a municipal corporation organized under the laws of the
State of Minnesota(the "Municipality"), ROTT-RTVETT DEVELOPERS, a general partnership
organized under the laws of the State of Minnesota (the "Borrower"), and PSB CREDIT
SERVICES, INC., a Minnesota corporation (the "Holder").
WITNESSETH :
WHEREAS, the Municipality previously executed, delivered and issued that certain $1,300,000
Commercial Development Revenue Note (Rott-Rivett Developers Project), No. R-1, dated
November 28, 1984 (the "Note"); and
WHEREAS, the original holder of the Note was First Edina National Bank (the "Original
Holder"); and
WHEREAS, the Original Holder sold, transferred and assigned the Note to the Holder; and
WHEREAS, the outstanding principal balance of the Note as of January 1, 1994, will be
$1,037,982.50; and
WHEREAS, the Borrower, the Municipality and the Holder desire to amend the Note as
hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing premises, and further in consideration
of the mutual promises herein contained, the Municipality, the Borrower and the Holder hereby
agree to amend the Note as follows effective as of January. 1, 1994:
1. . The last paragraph on page 1 and carrying over to the top of page 2 of the Note
is hereby deleted in its entirety and the following shall be substituted therefor:
"The Note Rate shall be 7.50% per annum."
2. The first sentence of the second full paragraph on page 2 of the Note is hereby
deleted in its entirety and the following shall be substituted therefor:
"Notwithstanding any of the foregoing, if at any time the Holder receives
notice of a Determination of Taxability (as defined in the Agreement
hereinafter referred to) with respect to the interest paid or payable on this
Note, the rate of interest hereon shall be automatically increased as of the
Date of Taxability (as defined in the Agreement) to an annual rate equal
to 11.50%."
•
3. The date of "1994" is hereby deleted from the last sentence of the last paragraph
• on page 2 of the Note.
4. Monthly payments due pursuant to subsection (b) on page 1 of the Note shall be
calculated and paid on the basis of the 7.50% interest rate.
Except as expressly amended hereby, the Note shall remain in full force and effect in accordance
with its original terms.
IN WITNESS WHEREOF, the Municipality, the Borrower and the Holder have executed and
delivered this Amendment as of the day and year first above written.
CITY OF EDEN PRAIRIE,
IOTA
By:
Its: Mayor
By:
Its: City Manager
• ROTT-RIVETT DEVELOPERS
By:
Its:
By:
Its:
PSB CREDIT SERVICES, INC.
By:
Its:
WLS:13008
EXHIBIT B
AMENDMENT OF LOAN AGREEMENT
. AND RELATED DOCUMENTS
THIS AMENDMENT, made as of the day of December, 1993, by and among the CITY
OF EDEN PRAIRIE, MINNESOTA, a municipal corporation organized under the laws of the
State of Minnesota(the "Municipality"), ROTT-RIVETT DEVELOPERS, a general partnership
organized under the laws of the State of Minnesota (the"Borrower"), HARVEY ROTT,
RONALD 1. RIVETT and EDEN PRAIRIE SUPER 8 MOTEL, INC. (individually or
collectively, as the context requires, the "Guarantors"), and PSB CREDIT SERVICES, INC.,
a Minnesota corporation (the "Holder").
WITNESSETH :
WHEREAS, the Borrower previously executed and delivered that certain Loan Agreement dated
as of November 28, 1984, by and among the Municipality and the Borrower (the "Loan
Agreement"); and
WHEREAS, the Municipality previously executed, delivered and issued that certain $1,300,000
Commercial Development Revenue Note (Rott-Rivett Developers Project), No. R-1, dated
November 28, 1984 (the "Note"); and
WHEREAS, the original holder of the Note was First Edina National Bank (the "Original
Holder"); and
• WHEREAS, in connection with the issuance of the Note, the Borrower executed and delivered
the Mortgage (as defined in the Loan Agreement) and the Assignment of Rents (as defined in
the Loan Agreement); and
WHEREAS, in connection with the issuance of the Note, the Guarantors executed and delivered
the Guaranty (as defined in the Loan Agreement); and
WHEREAS, the Municipality assigned to the Original Holder certain of the Municipality's right,
title and interest in and to the Loan Agreement; and
WHEREAS, the Original Holder sold, transferred and assigned the Note to the Holder and, in
connection with such assignment, also assigned to the Holder all of the Original Holder's right,
title and interest in and to the Loan Agreement, the Mortgage, the Assignment of Rents and the
Guaranty; and
WHEREAS, on the date hereof, the Municipality, the Borrower and the Holder amended the
Note pursuant to that certain Amendment of Note (the "Amendment of Note"); and
WHEREAS, the Municipality, the Borrower, the Guarantors and the Holder desire to amend the
Loan Agreement and the documents related thereto as herein set forth.
v
NOW, THEREFORE, in consideration of the foregoing premises, and further in consideration
• of the mutual promises herein contained, the parties hereto hereby agree to amend the Loan
Agreement and the documents related thereto as follows effective as of January 1, 1994:
1. All references to the "Note" in the Loan Agreement, the Mortgage, the
Assignment of Rents, the Guaranty and the documents related thereto shall
hereafter mean and refer to the Note, as amended pursuant to the Amendment of
Note.
2. From and after the date hereof until the Note is paid in full, the Borrower shall
pay to the Municipality an annual fee equal to 0.125% of the outstanding
principal balance of the Note as of the last day of each calendar year. Such
annual fee shall be due and payable by the Borrower to the Municipality on or
before December 31 of each year, commencing December 31, 1994.
3. The Guarantors hereby consent to the Amendment of Note and the provisions
thereof.
Except as expressly amended hereby, the Loan Agreement and the documents related thereto
shall remain in full force and effect in accordance with its original terms.
IN WITNESS WHEREOF, the Municipality, the Borrower, the Holder and the Guarantors have
executed and delivered this Amendment as of the day and year first above written.
• CITY OF EDEN PRAIRIE,
IOTA
By:
HARVEY ROTT Its: Mayor
By:
RONALD J. RIVETT Its: City Manager
EDEN PRAIRIE SUPER 8 MOTEL, INC. ROTT-RIVETT DEVELOPERS
By: By:
Its: Its:
PSB CREDIT SERVICES, INC.
By:
W S:13017 Its:
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