Res 1996 - 61 Authorizing the Execution & Delivery of 1st Supplemental Indentures, Amendments to Loan Agreements & Amendments to Regulatory Agreements with Respect to the City's Multifamily Housing Revenue Refunding Bonds (Lexington Heights Apartments)RESOLUTION
_ OF THE
CITY OF MENDOTA HEIGHTS, MINNESOTA
RESOLUTION NO. 96-61
A RESOLUTION OF TI� CITY COUNCIL OF THE CITY OF 1VIENDOTA HEIGHTS,
NIINNESOTA AUTHORIZING THE EXECUTION AND DELIVERY OF
FIRST SUPPLEMENTAL INDENTURES, AMENDMENTS TO LOAN AGREEMENTS
AND AMENDMENTS TO REGULATORY AGREEMENTS WITH RESPECT TO �HE
CITY'S MULTIFAMILY HOUSIIVG REVENUE REFUNDING BONDS
(LEXINGTON HEIGHTS APARTMENT PROJECT)
SERIE5 1991A AND S�RIES 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
goveming body of the City of Mendota Heights, Minnesota (the "Issuer") in furtherance
of the purpose of the Act, the Issuer is authorized to issue revenue bonds to finance the
acquisition, construction, unproving and equipping of certain facilities to be located
within the corporate boundaries of the Issuer;
WI�REAS, the Issuer has previously issued its $11,000,000 Housing Mortgage
Revenue Bonds (Lexington Heights Apartments Project), dated December 1, 1983 (the
"Prior Bonds");
WHEREAS, the Issuer loaned the proceeds of the Prior Bonds to Lexington
Heights Associates Limited Partnership, a Minnesota limited partnership (the
"Company"), for the purpose of acquiring, constructing and equipping a 225-unit
multifamily housing development within the corporate boundaries of the Issuer (the
"Project");
WI�REAS, the Issuer has previously issued its $8,000,000 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
(Le�ungton 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") to the Company 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 (the "Series A Indenture") between the Issuer and First Trust National
Association (the "Trustee") and were secured by a letter of credit (the "Series A Letter of
Credit") issued by The Sumitomo Bank, Limited, acting through its Chicago Branch
("Sumitomo"); �
WHEREAS, the Series B Bonds were issued under a Trust Indenture dated as of
April 1, 1991 (the "Series B Indenture") (the Series A Indenture and the Series B
Indenture collectively refened to as, the "Indentures") between the Issuer and the
Trustee and were secured by a letter of credit (the "Series B I.etter of Credit") (the
Series A Letter of Credit and the Series B Letter of Credit collectively referred to as, the
"Letters of Credit") issued by First Bank National Association ("First Bank") (Sumitomo
and First Bank collectively referred to as, the "Banks");
WHEREAS, the I,oan was made pursuant to the terms of separate Loan
Agreements each dated as of April 1, 1991 between the Issuer and the Company for the
Series A Bonds and the Series B Bonds (the loan agreement with respect to the Series A
Bonds referred to as, the "Series A Loan Agreement," the loan agreement with respect
to the Series B Bonds refened to as, the "Series B Loan Agreement," and the Series A
Loan Agreement and the Series B Loan Agreement referred to collectively as the "Loan
Agreements");
WHEREAS, the Issuer entered into a Regulatory Agreements dated as of April 1,
1991 with the Company and the Trustee wluch establishes certain restrictions with
respect to occupancy and operations of the Project (the "Regulatory Agreement") (the
Indentures, the Loan Agreements and the Regulatory Agreement collectively referred to
as, the "Bond Documents");
VVHEREAS, the Company proposes to restructure the financing on the Bonds by
entering into an Amended and Restated I,etter of Credit Agreement with Sumitomo (the
"Amended Letter of Credit Agreement") providing for Sumitomo to issue two new letters
of credit which will secure the Series A Bonds and the Series B Bonds, respectively;
WHEREAS, the Company has received a Commitment from the United States
Department of Housing and Urban Development, Federal Housing Administration
("HLTD") to make a mortgage loan (the "FHA Refinancing Loan") sufficient to refinance
the. Project and to secure the amounts due with respect to the Series A Bonds, the
Series B Bonds, and the letters of credit issued by Sumitomo with respect thereto;
WHEREAS, prior to mal�ng the FHA Refinancing Loan HLJD requires that
certain amendments be made to the Bond Documents;
WI�REAS, Sections 11.01(h) of the Indentures provide that the Issuer may,
upon resolution and upon prior written consent of the Banks and notice to the
Remarketing Agent (as that term is defined in the Indentures) enter into supplemental
indentures without the consent of any Bond Owner (as that term is defined in the
Indentures);
WHEREAS, Sections 12.01(e) of the Indentures provide that the Issuer and
Trustee may without consent of or notice to the Owners, but with notice to the
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Remarketing Agent and with the prior written consent of the Banks, consent to
amendments to the Loan Agreements and the Letters of Credit; and
WHEREAS, Section 10 of the Regulatory Agreement allows the Issuer to enter
into amendments thereto with the prior written approval of the Trustee;
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE
CITY OF MENDOTA HEIGHTS, MINNESOTA, 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 First Supplemental
Indenture of Trust between the Issuer and Trustee (the "Series A Supplemental
Indenture") and the First Amendment to Loan Agreement between the Issuer and the
Company (the "Series A Amendment to Loan Agreement"), both in substantially the
form on file in the offices of the Issuer.
2. The Mayor and City Administrator are hereby authorized and directed to
execute and deliver, with respect to the Series B Bonds, the First Supplemental
Indenture of Trust between the Issuer and Trustee (the "Series B Supplemental
Indenture") and the First Amendment to Loan Agreement between the Issuer and the
Company (the "Series B Amendment to Loan Agreement"), both in substantially the
form on file in the offices of the Issuer.
3. The Mayor and City Administrator are hereby authorized and directed to
execute and deliver the Amendment to Regulatory Agreement in substantially the form
on file in the offices of the Issuer.
4. The Mayor and City Administrator are hereby authorized to execute and
deliver such other amendments, waivers, agreements and consents and to do all other
acts and things as may be necessary to consummate the re�inancing of the Project in the
manner contemplated by the Company.
5. 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 Issuer with full force and effect, which executions or acts shall be valid and
binding on the Issuer. If for any reason the City Administrator is unable to execute and
deliver the documents or other acts provided herein, member of the City Council or the
City Clerk is authorized to act in the City Administrator's capacity with the same force
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and effect as if such documents were executed and delivered and such act performed by
the City Administrator. _
Adopted August 20, 1996.
/s/ Charles E. Mertensotto
Mayor
ATTEST:
a:z�C,�..�.� �%
C ty Clerk
STATE OF MINNESOTA )
� )SS
COUNTY OF HENNEPII�
I, the undersigned, being the duly qualified and acting Clerk of the City of
Mendota Heights, Minnesota, hereby certify that the above and forgoing Resolution No.
96- 61is a true and correct copy of the resolution as adopted by the City Council of the
City of Mendota Heights on the 20th day of August, 1996.
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' Clerk