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HomeMy WebLinkAboutResolution - 96-131 - Olympic Ridge Housing Project Supplemental Indenture - 08/20/1996 RESOLUTION NO.96-131 AUTHORIZING EXECUTION OF FIRST SUPPLEMENTAL INDENTURE OF TRUST FOR CITY OF EDEN PRAIRIE,MINNESOTA MULTIFAMILY HOUSING REVENUE REFUNDING BONDS, SERIES L"SA (GNMA COLLATERALIZED IZED MORTGAGE LOAN—OLYMPIC RIDGE PROJECT) AND SUBORDINATE MULTIFAMILY HOUSING REVENUE REFUNDING BONDS, SERIES 1995B (OLYMPIC RIDGE PROJECT) (the"Bonds") BE IT RESOLVED by the City Council of the City of Eden Prairie, Minnesota (the °City"), as follows: Section 1. Authorization and Recitals. 1.01 General Authority. The Bonds were issued by the City on September 6, 1995 pursuant to Minnesota Statutes, Chapters 462A and 462C and are secured by an Indenture of Trust dated as of September 1, 1995(the"Indenture"),by and between the City and First Trust National Association, Saint Paul, Minnesota (the "Trustee"). The proceeds of the Bonds were used to refund certain prior bonds, the proceeds of which were used to acquire, construct and equip a 143 unit multifamily rental facility located on Homeward Hills Road at the intersection of County Road No. 1 in the City (the "Project"). Certain capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Indenture. Section 8.1 of the Indenture permits the City and the Trustee to enter into an indenture supplemental to the Indenture to make any changes which, in the opinion of the Trustee, will not prejudice in any material respect the rights of the Owners of the Bonds Outstanding. Olympic Ridge Limited Partnership, the owner of the Project and non-recourse debtor with respect to the Bonds (the 'Borrower"), requests that the Indenture be supplemented and modified to provide for payment of a City fee from moneys on deposit therein which are pledged to pay the Bonds and other expenses related thereto. 1.02 Proposed Indenture Modifications. Pursuant to Section 2.6 of the Loan Agreement for the Bonds,the Borrower is required to pay a fee the City on each September 1,beginning in 1996. The fee is to be paid by the Borrower, from net operating income of the Project, directly to First Trust National Association, which-will, in turn, remit such fee directly to the City. In order to provide greater certainty of payment of the City fee, the Borrower requests that the Indenture be modified to permit such fee to be paid from amounts on deposit under the Indenture which secures the Bonds. Projected amounts under the Indenture are sufficient to pay such fee and all other required amounts as certain financial assumptions as to future events, required at issuance of the Bonds, did not, in fact, occur. As such, there is (and is projected to be) more funds under the Indenture than is necessary to pay debt service on the Bonds and all fees and expenses related thereto. As further assurance that the Indenture can be modified as requested without prejudicing the holders of the Outstanding Bonds, certain cashflows will be prepared and submitted to Standard&Poor's 1 Ratings Group (the"Rating Agency"),which will confirm the rating of the Bonds in light of the proposed modification. 1.03 Documentation. Forms of the following have been prepared and submitted to this Council and are hereby directed to be filed. (a) First Supplemental Indenture of Trust; (b) Bond Cashflows; and (c) Confirmation of Rating Agency (to be supplied prior to execution of(a)). Section 2. Findings and Approval of Documents. Based on the foregoing,the City Council hereby determines that execution of the First Supplemental Indenture of Trust, which provides for the changes contemplated herein, is in the public interest of the City. The form of document described in Section 1.03(a) is hereby approved. Section 3. The First Supplemental Indenture of Trust: Terms and Execution. 3.01 Terms and Execution. The Mayor and City Manager are hereby authorized and directed to execute the First Supplemental Indenture of Trust and to deliver them to the Trustee,but only upon satisfaction of the conditions precedent to execution set forth herein and in the Indenture. Copies of all of the foregoing documents, certificates, instruments or consents shall be delivered, filed and recorded as provided therein. 3.02. Modifications. Absence of Officers. The approval hereby given to the execution and delivery of various items referred to in Section 3.01, includes an approval of such modifications thereto, deletions therefrom and additions thereto as may be necessary and appropriate by the City Attorney, Lang, Pauly, Gregerson&Rosow, Ltd., prior to execution and delivery of the same. 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 or disability of any officer or employee of the City, any of the documents authorized by this Resolution to be executed by such person may be executed by any other person who is otherwise permitted by law to execute such documents on behalf of the City. Section 4. Authentication of Proceedings. The Mayor, City Manager and other officers of the City are authorized and directed to furnish to Bond Counsel, certified copies of all proceedings and records of the City relating to the Bonds,the Indenture or the First Supplemental Indenture of Trust, and such other affidavits and.certificates as may be required to show the facts relating to the legality of the Bonds (in light of the modifications contemplated herein)as such facts appear from the books and records in the officers' custody or control or as otherwise known to them; and all such certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. Section 5. Limitation of the City's Obligations. Nothing contained herein or in the transactions contemplated herein shall amend, change, modify, limit or alter the scope of the City's obligations with respect to the Bonds as set forth in Article V of the Indenture or Section 6 of the City's Resolution No. 95-165 dated August 15, 1995 relating to the Bonds. 2 Section 7. Effective Date. This Resolution shall become effective as of the date and time of its adoption. Adopted: August&, 1996 Approved: Mayor Attest: City Perk 3 CITY OF EDEN PRAIRIE,M NNFSOTA (ISSUER) AND FIRST TRUST NATIONAL ASSOCIATION (TRUSTEE FIRST SUPPLENUMAL INDENTURE OF TRUST DATED AS OF AUGUST 1, 1996 FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST,made and entered into as of this first day of August 1996, by and between the City of Eden Prairie, Minnesota, a political subdivision of the State of Minnesota(the "Issuer"), and First Trust National Association, a national banking association duly organized and existing and authorized to accept and execute trusts of the character herein set out under the laws of and having its principal corporate trust office located in Saint Paul, Minnesota(the "Trustee"); WITNESSETH: WHEREAS, the Issuer and the Trustee have heretofore entered into that certain Indenture of Trust, dated as of September 1, 1995 (the 'Indenture"), in connection with the issuance of$5,894,000 of the Issuer's Multifamily Housing Revenue Refunding Bonds, Series 1995A (GNMA Collateralized Mortgage Loan -- Olympic Ridge Project) and Subordinate Multifamily Housing Revenue Refunding Bonds, Series 1995B (Olympic Ridge Project) (collectively, the "Bonds"); WHEREAS, Section 8.1 of the Indenture permits the Issuer and the Trustee to enter into an indenture supplemental to the Indenture to make any changes which, in the opinion of the Trustee, will not prejudice in any material respect the rights of the Owners of the Bonds Outstanding; WHEREAS, the Issuer and the Trustee desire to enter into this First Supplemental Indenture of Trust, dated as of August 1, 1996(the "First Supplemental Indenture"),wherein certain provisions of the Indenture will be amended; NOW, THEREFORE, the Issuer does hereby agree in covenant with the Trustee and with the respective holders of the Bonds, from time to time, as follows: I. AMENDMENT'S TO ARTICLE IV Section 4.3. Issuer Fee Fund. is deleted. Section 4.7. Use of Moneys in the Bond Fund. is amended as follows: Subparagraphs (c) and (d) are redesignated as (d) and (e), respectively. New subparagraph (c) is added: "(c) on each September 1, for the payment to the Issuer of the Issuer's fee which fee shall be .125% per annum, payable in arrears, of the principal amount of the Bonds Outstanding on such date(it being understood that the Borrower's obligation under Section 2.6 of the Loan Agreement remains to the extent the Issuer's fee is not paid pursuant to this paragraph (c)). H. NO OTHER AMENDMENTS Except as specifically amended hereinabove, the Indenture and each and every provision thereof shall remain in full force and effect as originally executed and delivered. 1 IN WITNESS WHEREOF,THE CITY OF EDEN PRAIRIE,MINNESOTA has caused this First Supplemental Indenture to be signed in its name and behalf by its Mayor and City Manager and its official seal to be hereunto affixed; and to evidence their acceptance of the trust hereby created., FIRST TRUST NATIONAL ASSOCIATION,has caused these presents to be signed in its name and behalf by its duly authorized officer, as of the day first above written` CITY OF EDEN PRAIRIE,MINNESOTA By ti Its Mayor (Seal) r By Its ity er FIRST TRUST NATIONAL ASSOCIATION By Its 2