Res 2003- 39 Authorizing Execution of Supp IndenturesRESOLUTION
OF THE
CITY OF MENDOTA HEIGHTS, MINNESOTA
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS,
MINNESOTA AUTHORIZING THE EXECUTION AND DELIVERY OF
THIRD SUPPLEMENTAL INDENTURES WITH RESPECT TO THE
CITY'S MULTIFAMILY HOUSING REVENUE REFUNDING BONDS (LEXINGTON
HEIGHTS APARTMENTS PROJECT) SERIES 1991A AND SERIES 1991B.
WHEREAS, pursuant to and in accordance with the provisions of Minnesota Statutes,
Chapter 462C, as amended (the "Act"), by appropriate action duly taken by the governing body
of the City of Mendota Heights, Minnesota (the "City") in furtherance of the purpose of the Act,
the City is authorized to issue revenue bonds to finance the acquisition, construction, improving
and equipping of certain facilities to be located within the corporate boundaries of the City;
WHEREAS, the City has previously issued its Housing Mortgage Revenue Bonds
(Lexington Heights Apartments Project), dated December 1, 1983 (the "Prior Bonds");
WHEREAS, the City loaned the proceeds of the Prior Bonds to Lexington Heights
( Associates Limited Partnership, a Minnesota limited partnership, for the purpose of acquiring,
constructing and equipping a 225 -unit multifamily housing development within the corporate
boundaries of the City (the "Project");
WHEREAS, the City has previously issued its $9,100,000 Multifamily Housing Revenue
Refunding Bonds (Lexington Heights Apartments Project) Series 1991A (the "Series A Bonds")
and its $1,870,000 Multifamily Housing Revenue Refunding Bonds (Lexington Heights
Apartments Project) Series 1991B (the "Series B Bonds") (the Series A Bonds and the Series B
Bonds collectively referred to as, the "Bonds"), the proceeds of which were used to provide for
the funding of a loan (the "Loan") for the purpose of refunding the Prior Bonds;
WHEREAS, the Series A Bonds were issued under a Trust Indenture dated as of April 1,
1991, as supplemented by the First Supplemental Indenture dated as of October 1, 1996 and a
Second Supplemental Indenture dated as of October 1, 1998 (as supplemented, the "Series A
Indenture") between the City and First Trust National Association (the "Trustee");
WHEREAS, the Series B Bonds were issued under a Trust Indenture dated as of April 1,
1991, as supplemented by the First Supplemental Indenture dated as of October 1, 1996 and a
Second Supplemental Indenture dated as of October 1, 1998 (as supplemented, the "Series B
Indenture") (the Series A Indenture and the Series B Indenture collectively referred to as, the
"Indentures") between the City and the Trustee;
WHEREAS, Riley Family Lexington Heights Limited Partnership (the "Company"),
desires to restructure the financing on the Bonds by certain amendments to be made to the Bonds
and the Indentures, including the restructuring of payments of principal on and extending
maturity dates for the Bonds;
WHEREAS, Sections 11.04 of the Indentures provide that the City may, upon resolution
and upon prior written consent of the Bank (as that term is defined in the Indentures) enter into
such supplemental indentures with the consent of all Owners of Outstanding Bonds (as that term
is defined in the Indentures);
WHEREAS, the City, on the date hereof, held a public hearing regarding the proposed
amendments to the Indentures pursuant to and in conformance with the Act and Section 147(f) of
the Internal Revenue Code of 1986, as amended, after publication of notice of such hearing in a
newspaper of general circulation in the City of Mendota Heights at least 15 days before the
hearing;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
MENDOTA HEIGHTS, MRgNESOTA, AS FOLLOWS:
1. The Mayor and City Administrator are hereby authorized and directed to execute
and deliver, with respect to the Series A Bonds, the Third Supplemental Indenture of Trust
between the City and Wells Fargo Bank Minnesota, National Association, as successor trustee
(the "Series A Supplemental Indenture"), in substantially the form on file in the offices of the
city.
2. The Mayor and City Administrator are hereby authorized and directed to execute
and deliver, with respect to the Series B Bonds, the Third Supplemental Indenture of Trust
between the City and Wells Fargo Bank Minnesota, National Association, as successor trustee
(the "Series B Supplemental Indenture"), in substantially the form on file in the offices of the
City.
3. The amendments to and reissuance of the Series A Bonds and the Series B Bonds
as set forth in the Series A Supplemental Indenture and Series B Supplemental Indenture,
respectively, are hereby approved. The Mayor and City Administrator are hereby authorized and
directed to execute and deliver any and all documents, certificates, and approval to consummate
the amendments to and reissuance of the Bonds.
4. If for any reason the Mayor is unable to carry out the execution of any of the
documents or other acts provided herein, any other member of the City Council shall be
authorized to act in the Mayor's capacity and undertake such execution or acts on behalf of the
City with full force and effect, which executions or acts shall be valid and binding on the City. If
for any reason the City Administrator is unable to execute and deliver the documents or other
acts provided herein, any Member of the City Council or the City Clerk is authorized to act in the
City Administrator's capacity with the same force and effect as if such documents were executed
and delivered and such act performed by the City Administrator.
PA
5. Notwithstanding anything to the contrary in this Resolution, the Series A
Supplemental Indenture and the Series B Supplemental Indenture may not be executed and
delivered by the City until the requisite consents of all Owners of the Outstanding Bonds to such
documents have been obtained and received by the City.
6. The Mayor and City Administrator are hereby authorized to execute and deliver
such other amendments, waivers, documents, certificates, agreements, approvals and consents
and to do all other acts and things as may be necessary to consummate the restructuring of the
financing of the Bonds and the amendment of the Bonds and the Indentures all in the manner
contemplated by the Company.
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Motion for the foregoing Resolution was made by Councilmember Duggan
and seconded by Councilmember Vitelli upon a vote being duly taken thereon, the
following voted in favor thereof: All
and the following were against: None
WHEREUPON, the Resolution was declared duly passed and adopted the l7th day of
June, 2003.
ATTEST:
By By
Ka een M. Swanson , City Clerk Hu e , ayor
STATE OF M[INNESOTA )
COUNTY OF DAKOTA ) SS.
CITY OF MENDOTA HEIGHTS )
I, the undersigned, being the duly qualified and acting Clerk of the City of Mendota
Heights, Dakota County, Minnesota, hereby certify that the above and foregoing Resolution No.
is a true and correct copy of the Resolution as adopted by the City Council of the City
of Mendota Heights on the 17th day of June, 2003.
11262/861903
247456_1
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