HomeMy WebLinkAboutResolution - 95-198 - Super Valu - Substitute Letter of Credit on Industrial Development Bond - 11/21/1995 Member TtJcOCk introduced the following resolution and
moved its adoption:
RESOLUTION NO. 5 - 1 98
RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT
REVENUE REFUNDING BONDS (SUPERVALU INC.
PROJECT), SERIES 1993; AUTHORIZING THE AMENDMENT
OF DOCUMENTS RELATING THERETO
BE IT RESOLVED by the City Council of the City of Eden Prairie,
Minnesota (the City), as follows:
Section 1.- Recitals.
1.01. The City has previously issued its Industrial Development
Revenue Refunding Bonds (SUPERVALU INC. Project), Series 1993 dated, as
originally issued, as of December 30, 1993 (the Bonds), in the original principal
amount of $1,000,000. The Bonds were issued on behalf of SUPERVALU INC., a
Delaware corporation (the Company) for the purpose of refunding certain bonds
issued to financing the acquisition, construction and betterment of a facility in the
City to be used by the Company as the Company's executive office building (the
Facility).
1.02. The Bonds were issued under the terms of an Indenture of Trust,
dated as of December 1, 1993 (the Original Indenture), between the City and First
Trust National Association, as trustee (the Trustee). The Company has agreed to
make payments sufficient to pay the principal and purchase price of, premium, if
any, and interest on, the Bonds under the terms of a Loan Agreement, dated as of
December 1, 1993 (the Original Loan Agreement), between the Company and the
City. .
1.03. The Company has requested that terms of the Original Indenture,
the Original Loan Agreement and the Bonds be amended to allow the Company to
provide a letter of credit,to secure the payment of the Bonds.
1.04. The following documents relating to the amendment have been
submitted to the City and are now, or shall be placed, on file in the office of the City
Finance Director:
(a) an Amended and Restated Indenture of Trust (the Indenture) to be
entered into between the City and the Trustee;
(b) an Amended and Restated Loan Agreement (the Loan Agreement)
to be entered into between the City and the Company; and
} F
(c) a Letter of Credit Reimbursement and Security Agreement (the
Credit Agreement) to be entered into between the Company and Wachovia
Bank of Georgia, National Association.
Section 2. Approval of the Execution of Documents.
2.01. The forms of the Indenture,.the Loan Agreement and the Credit
Agreement referred to in Section 1.04 are hereby approved. The Indenture and the
Loan Agreement, substantially in the form submitted but with such variations,
insertions and additions as the City Attorney may hereafter approve, are directed to
be executed in the name and on behalf of the City by the Mayor and the City
Manager. Copies of all of the documents shall be delivered as provided therein.
The Mayor and City Manager are also authorized and directed to execute such other
documents and closing certificates as may be necessary or desirable to carry out the
amendments contemplated by the Indenture and the Loan Agreement, upon review
and approval,thereof by the City Attorney.
2.02. 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
or City Manager, 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, is authorized to execute such documents.
2.03. The Mayor and the City Manager are authorized and directed to
prepare and furnish to bond counsel certified copies of all proceedings and records of
the City relating to the amendments to the Original Loan Agreement and the
Original Indenture, and such other affidavits and certificates as may be required to
show the facts relating to the legality and marketability of the 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, shall constitute representations of the City as to
the truth of all statements contained therein.
Adopted on the 21st day of November, 1995.
Mayor
Attest: at-'&
Clerk
The motion for the adoption of the foregoing resolution was duly
seconded by Member / t'anso n , and, upon vote being taken thereon, the
following voted in favor thereof:
7Fftrrri S
and the following voted against the same:
hone
whereupon the resolution was declared duly passed and adopted
and was approved and signed by the Mayor and attested by the City Clerk.
-3-