HomeMy WebLinkAboutResolution - 82-277 - Approving Transfer of MIDB's for Kirsch - 12/07/1982 RESOLUTION NO . ' '/ �J AUTHORIZING TrIE APPROVAL
OF A CERTAIN WAIVER , ASSIGNMENT , ASSUMPTION AND
AMENDMENT BY THE CITY OF EDEN PRAIRIE, MINNESOTA ,
IN RESPECT OF THAT CERTAIN LOAN AGREEMENT DATED AS
OF JULY 1 , 1979, BY AND BETWEEN KIRSCH COMPANY AND
SAID CITY ; CONSENTING TO THE SUBSTITUTION OF COOPER
INDUSTRIES , INC . AS OBLIGOR UNDER SAID LOAN AGREE-
MENT AND USER OF THE FACILITIES FINANCED THEREUNDER ;
AUTHORIZING THE EXECUTION AND DELIVERY OF A CONSENT
TO THE WAIVER , ASSIGNMENT , ASSUMPTION AND AMENDMENT
AGREEMENT ; AND RELATED MATTERS .
WHEREAS , the City of Eden Prairie , in Eennepin County ,
Minnesota ( the "City" ) , is a municipal corporation authorized and
empowered by the provisions of the Minnesota Municipal Industrial
Development Act , Chapter 474 of the Minnesota Statutes , as amended
( the "Act" ) , -to issue revenue bonds to finance the costs of the
acquisition , construction and improvement of the properties , real
or personal , used or useful in connection with a revenue producing
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enterprise , including an enterprise engaged in manufacturing ,
processing or distributing any products of agriculture or manu-
facture ; and
WHEREAS , the City has heretofore issued its Industrial
Development Revenue Bonds (Kirsch Company Project ) , Series 1979
( the "Bonds" ) , in the aggregate principal amount of $1 , 200 , 000 ,
and has loaned the proceeds thereof to Kirsch Company , a, Michigan
corporation authorized to do business in the State of Minnesota
( the "Company" ) , pursuant to the provisions of a Loan Agreement
dated as of July 1 , 1979 ( the "Loan Agreement" ) between the Company
and the City , to be used for the acquisition of land and the
construction and installation of a facility fo.r the warehousing
and distribution of drapery hardware and related products , located
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in the City ( the "Project" ) ; and
WHEREAS, the obligation of the Company to repay such
loan was evidenced by the promissory note of the Company dated
October 31 , 1979 ( the "Note" ) in the principal amount of $ 1 , 200 , 000 ,
payable to the order of the City ; and
WHEREAS, the Bonds have been issued under and pursuant
to , and are secured by , an Indenture of Trust dated as of July 1 ,
1979 by the between the City and Northwestern National Bank of
Minneapolis , as Trustee ; and
WHEREAS, the Bonds have been sold to The Aetna Casualty
and Surety Company ( the "Purchaser" ) , pursuant to a Pond Purchase
Agreement dated as of July 1 , 1979 among the City , the Company
and the Purchaser , and the Purchaser is now and has at all times
since the issuance of the Bonds been the owner of 100% of the
outstanding principal amount of the Ponds ; and
WHEREAS, the Company and Cooper Industries , Inc . , an
Ohio corporation ( "Cooper" ) have entered into an Agreement and
Plan of Reorganization ( the "Reorganization Agreement" ) and a Plan
of Merger ( the "Merger Agreement" ) each dated as of February 10 ,
1981 ; and
WHEREAS, as a result of the consummation of the trans-
actions contemplated by the Reorganization Agreement and the
Merger Agreement , the Company became a wholly-owned subsidiary
of Cooper ; and
WHEREAS, the Company has presented to the City the form
of Waiver, Assignment, Assumption and Amendment ( the "Waiver" )
providing , among other things , for ( i ) the waiver of certain
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events of default under the Loan Agreement resulting from the
consummation of the transactions contemplated by the Reorganization
Agreement and the Merger Agreement , and ( ii ) the amendment of the
Loan Agreement and the: assignment to and assumption by Cooper of
all rights , privileges , powers , duties , liabilities and obligations
under the Loam Agreement and the Note , and the release of the Company
from all. duties, liabilities and obligations under. the Loan Agree-
ment and the Note , and the Company has requested that the City
give its consent to the matters contained in the Waiver and to the
release of the Company and substitution of Cooper as aforesaid ;
NOW , THEREFORE , the City Council of the City of Eden
Prairie , does hereby resolve :
Section 1. . That the City hereby acknowledges and con-
sents to the waiver of certain defaults and the amendments set
forth in and evidenced by the Waiver in substantially the form
attached hereto as Exhibit A , including particularly , and without
Limitation , the substitution of Cooper as the obligor under the
Loan Agreement and the Note and the release of the Company from
any and all obligations , duties and liabilities under the Loan
Agreement and the Note . The Mayor and the City Manager are hereby
authorized and directed to evidence the approval and consent of
the City by executing an appropriate instrument evidencing that
consent and delivering copies thereof to Cooper and the Company .
Section 2 . That the tlayor , the City 11anager and/or the
City Clerk are hereby authorized and directed to execute , attest ,
seal and deliver any and all other instruments , certificates and
documents , file all notices , obtain all appropriate waivers , and
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do any and all things which may be or determined to be necessary
in furtherance of the transactions contemplated by the Waiver
and to carry out the intent and purposes of this resolution .
Section 3. That the provisions of this resolution are
hereby declared to be separable and if any section , phrase or
provision shall for any reason be declared to be invalid , such
declaration shall not affect the validity of the remainder of the
sections , phrases and provisions .
— f / , ayor -
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Attest :
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Citc' Jerk
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