HomeMy WebLinkAboutResolution - 86-314 - Relating to Acquisition of McGraw-Edison by Cooper Industries (Kirsch MIDB $1,200,000) - Resolution 86-314
Relating to the acquisition of McGraw-Edison by Cooper Industries
(Kirsch MIDB $1,200,000)
BE IT RESOLVED by the Council of the City of Eden Prairie, Minnesota,
as follows :
That the City of Eden Prairie agrees to the attached waiver.
May
Attest
Cl �erk/Finance Director
(SEAL)
i
d
WAIVER
With respect to the $1 ,200,000 City of Eden Prairie , Minnesota , Industrial
Development Revenue Bonds , Series 1979 (Kirsch Company Project) , we hereby waive
any event of default now existing or which hereafter arises under: ( i ) Section
9. 1(L) of the Loan Agreement, dated as of July 1, 1979 , between the City of Eden
Prairie, Minnesota (together with any successor to its duties and functions , the
"City") , a municipal corporation organized and existing under the Constitution and
laws of the State of Minnesota and Kirsch Company, a cor oration duly organized
and existing under the laws of the State of Michigan (the "Guarantor") , (ii )
Section 8. 1(A) (4) of the Trust Indenture, dated as of July 1 , 1979 (such
Indenture , together with any amendments or supplements thereto, herein referred to
as the "Indenture" ) , between the City and Northwestern National Bank of
Minneapolis , a national banking association as trustee (the "Trustee" ) , or (iii )
Section 5(d) of the Guarantee and Indemnification Agreement, dated as of July 1 ,
1979 (the "Guaranty" ) , between Cooper Industries , Inc . a corporation duly
organized and existing under the laws of the State of Ohio ("Cooper" ) and the
Trustee as amended and restated by the Waiver, Assignment, Assumption and
Amendment dated as of September 30, 1981 (the `Agreement" ) , by and among the
Guarantor, the Trustee, The Aetna Casualty and Surety Company, the current holder
of the Bonds , and Cooper:
' (A) resulting from the occurrence of any event or the existence of any
condition (other than a failure to pay timely principal , interest or
premium) in respect of (x) the 11. 75% Senior Promissory Notes due
July 10, 2000 of McGraw-Edison Company ( "11. 75% Notes" ) ; or (y) the 9%
Registered Promissory Notes Due July 15, 1996 of Gardner-Denver Company
("9% Notes") , or under any agreement securing or relating to the 11. 75%
Notes or the 9.00% Notes , the effect of which is to cause (or permit any
holder or trustee of such 11.75% Notes or 9% Notes to cause) the 11. 75%
Notes or the 9% Notes to become due prior to the stated maturity or
prior to the regularly scheduled dates of payment thereof or,
(B) resulting from the occurrence of any event or the existence of any
condition in respect of any indebtedness or other Securities (as defined
in the Guaranty) of the Guarantor or any Consolidated Subsidiary (each
as defined in the Guaranty) or under any agreement securing or relating
to such indebtedness or other Securities, which occurrence or condition
results solely from the occurrence of an event or the existence of a
condition (other than a failure to pay timely principal , interest or
premium) under the 11.75% Notes or the 9.00% Notes , the effect of which
is to cause (or permit any holder of indebtedness or other Securities or
t
a trustee to cause) indebtedness and/or other Securities of the
Guarantor and/or its Consolidated Subsidiaries to become due prior to
the stated maturity or prior to the regularly scheduled dates of payment
thereof.
THE AETNA CASUALTY AND SURETY COMPANY , as Holder
of all of the outstanding Bonds
By: c
Title:
Date: /4 a3J?e'
2tCRF,'u T £,AlikE kZAPOLIS, N.A. ,
FOFtMEP.Ly
NORTHWESTERN NATIONAL BANK OF MINNEAPOLIS, Trustee
Title: Carpora_te Trust Officer
Date :
CITY OF EDEN PRAIRIE, Issuer
Title:
Date:
COOPER INDUSTRIES, INC. , Debtor
By: 0aoi-l-, S� - W1
Title: Of,
Date: 9.. (✓ -�' 41
5
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SMK2/078/2