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Res 2023-24 Note Amendment St Thomas Conduit BondCITY OF MENDOTA HEIGHTS, MINNESOTA RESOLUTION NO. �!�"[ A RESOLUTION PROVIDING FOR THE THIRD AMENDMENT TO EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE (ST. THOMAS ACADEMY PROJECT), SERIES 2010, AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO WHEREAS, pursuant to Resolution 10-63 of the City Council of the City of Mendota Heights, Minnesota (the "City"), adopted on August 17, 2010 (the "Original Resolution"), and Minnesota Statutes, Section 469.152 to 469.165, as amended (the "Act"), the City issued its Educational Facilities Revenue Refunding Note, Series 2010 (St. Thomas Academy Project) dated September 1, 2010 (as amended from time to time, the "Note"), in the original aggregate principal amount of $6,310,000, to U.S. Bank National Association, a national banking association (the "Lender"); and WHEREAS, pursuant to a Loan Agreement dated September 1, 201Q, between the City and the Borrower (the "Loan Agreement"), the City loaned the proceeds of the Note to St. Thomas Academy, a Minnesota nonprofit corporation (the "Borrower"), for the purpose of refmancing the acquisition, construction, and equipping of a middle school addition and the renovation and remodeling of the Borrower's existing facilities, including the acquisition of unimproved land adjacent thereto and the expansion of a parking lot located in the City, which facilifies are owned and operated by the Borrower (the "Project"), and the Borrower agreed to repay the Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Note; and WHEREAS, the City pledged and granted a security interest in all of its rights, fitle, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses) pursuant to a Pledge Agreement (the "Pledge Agreement") dated September 1, 2010 between the City and the Lender; and WHEREAS, in order to document certain changes to the terms of the Note agreed upon by the Lender and the Borrower, pursuant to Resolution 2015-56 of the City Council of the City adopted on July 21, 2015, the City executed the Amendment to Note dated September 1, 2015, which was consented to by the Borrower and the Lender, and entered into the First Amendment to Loan Agreement dated September 1, 2015, between the City and the Borrower and consented to by the Lender; and WHEREAS, in order to document certain additional changes to the terms of the Note agreed upon by the Lender and the Borrower, pursuant to Resolution 2020-44 of the City Council of the City adopted on August 4, 2020, the City executed the Second Amendment to Note dated September 1, 2020, which was consented to by the Borrower and the Lender; and WHEREAS, the Note is currently owned by the Lender; and WHEREAS, the interest rate on the Note is currently a variable rate that is to be adjusted on the first day of each calendar month to a rate based upon the one -month LIBOR rate, as further 90054154v3 described in the Note (the "Current Index"), and City has been advised by the Lender that the Current Index is being phased out effective June 30, 2023, and will no longer be available after that date; and WHEREAS, the Borrower and the Lender have agreed to replace the Current Index with Daily Simple SOFR (as defined in the Third Amendment to Note to be executed by the City and consented to by the Lender and the Borrower (the "Third Amendment to Note")) effective June 1, 2023, in anticipation of the phase -out of the Current Index (the "Modification"); 90054154v3 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MENDOTA HEIGHTS, MINNESOTA, as follows: 1. The City approves the Modification and authorizes the execution of the Third Amendment to Note, a substantially final form of which has been provided to the City; and 2. The Third Amendment to Note is hereby in all respects approved, subject to modifications that do not alter the substance of the transaction and that are approved by Taft Stettimus & Hollister LLP as bond counsel to the City; provided that delivery of the Third Amendment to Note shall be conclusive evidence of approval. Except as amended or modified by the Third Amendment to Note, all terms and conditions of the Note remain in full force and effect. 3. The Mayor and the City Administrator are hereby authorized to execute and deliver the Third Amendment to Note and any other related documents on behalf of the City. 4. This Resolufion shall be in full force and effect from and after its passage. Adopted by the City Council of the City of Mendota Heights, Minnesota, on May 2, 2023. By: .e toe, Its: Mayor AT7 By: Its: 90054154v3 Extract of Minutes of Meeting of the City Council of the City of Mendota Heights, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Mendota Heights, Minnesota was duly held at City Hall in said City on Tuesday, May 2, 2023 at 7:00 P.M. The following Council members were present: and the following were absent: Council member �a ��� then introduced the following written resolution and moved its adoption: A RESOLUTION PROVIDING FOR THE THIRD AMENDMENT TO EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE (ST. THOMAS ACADEMY PROJECT), SERIES 2010, AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO The motion for the adopfion of the foregoing resolution was duly seconded by Council member � � I �Z��II O ,and upon vote being taken thereon the following voted in favor thereof: /����N, ����• and the following voted against the same: N� N��S . �,� ��Q �U(� OIb��JI-P.� whereupon said resolution was declared duly passed and adopted. 90054154v3 CERTIFICATE STATE OF MINNESOTA ) COUNTY OF DAKOTA ) CITY OF MENDOTA HEIGHTS ) I, Christine Lusian, duly appointed, acting and qualified Clerk of the City of Mendota Heights, Minnesota (the "City"), do hereby certify that I have examined the records and minute book of the City Council of the City for its meeting on May 2, 2023, and the attached copy of the RESOLUTION PROVIDING FOR THE THIRD AMENDMENT TO EDUCATIONAL FACILITIES REVENUE REFUNDING NOTE (ST. THOMAS ACADEMY PROJECT), SERIES 2010, AND AUTHORIZING THE EXECUTION OF DOCUMENTS RELATED THERETO was approved and is a true and correct copy of the proceedings relating to said Resolution. IN WITNESS WHEREOF, I have hereunto set my hand this Z day of /y l_ �, 2023. 0 9oosaisa�3 UNTIED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF DAKOTA CITY OF MENDOTA HEIGHTS Third Amendment to Educational Facilities Revenue Refunding Note (St. Thomas Academy Project), Series 2010 Effective Date: May (2], 2023 WHEREAS, on September 1, 2010, the City of Mendota Heights, Minnesota (the "Issuer") issued to U.S. Bank Nafional Association, a national banking association (the "Lender"), the Issuer's $6,310,000 Educational Facilities Revenue Refunding Note (St. Thomas Academy Project), Series 2010, which was amended by an Amendment to Educational Facilities Revenue Refunding Note (St. Thomas Academy Project), Series 2010, dated September 1, 2015, executed by the City and consented to by St. Thomas Academy, a Minnesota nonprofit corporation (the "Borrower") and the Lender, and further amended pursuant to that certain Second Amendment to Educational Facilifies Revenue Refunding Note (St. Thomas Academy Project), Series 2010, dated as of September 1, 2020, executed by the City and consented to by the Borrower and the Lender (collectively, and as amended from time to time, the "Current Note"); and WHEREAS, pursuant to a Loan Agreement dated as of September 1, 2010, between the Issuer and the Borrower, as amended by a First Amendment to Loan Agreement dated as of September 1, 2015, between the Issuer and the Borrower and consented to by the Lender (collectively, the "Loan Agreement"), the Borrower agreed to repay the Current Note in specified amounts and at specified times sufficient to pay in full when due the principal of, premium, if any, and interest on the Current Note; and WHEREAS, pursuant to a Pledge Agreement (the "Pledge Agreement") dated as of September 1, 2010 between the Issuer and the Lender, the Issuer pledged and granted a security interest in all of its rights, title, and interest in the Loan Agreement to the Lender (except for certain rights of indemnification and to reimbursement for certain costs and expenses); and WHEREAS, the Lender and the Borrower have informed the Issuer that they have agreed to certain changes in the terms of the Current Note due to the anticipated unavailability of the one -month LIBOR rate (as further described in the Current Note) after June 30, 2023; and WHEREAS, pursuant to a resolution of the Issuer adopted on May 2, 2023 (the "Resolution"), the Issuer has agreed to the requested changes to the terms of the Current Note; and WHEREAS, this Amendment is authorized to be attached to the Current Note to evidence the amendments made hereby. eimFzuirc� 1. The Current Note is hereby amended by deleting paragraph 2 in its entirety and replacing it with the following: 2. Effective as of September 1, 2020, and on September 1, 2024 (each a Reset Date), interest on each advance hereunder shall be accrue and be adjusted to accrue at an amival rate equal to the product of (a) the sum of (i) the Credit Spread (as that term is defined herein) plus (ii) the Liquidity Premium (as that term is defined herein) plus (iii) the greater of (x) zero percent (0.0%) and (y) Daily Simple SOFR (as that term is defined herein), times (b) the Multiplier (as the term is defined herein). The term "Daily Simple SOFR" means, for any day, an interest rate per annum equal to the greater of (i) zero percent (0.0%) and (ii) SOFR (as that term is defined herein) for the day that is five SOFR Business Days (as that term is defined herein) prior to (A) if such day is a SOFR Business Day, such day, or (B) if such day is not a SOFR Business Day, the SOFR Business Day immediately preceding such day, reset as and when Daily Simple SOFR changes; provided that if SOFR is not published on such SOFR Business Day due to a holiday or other circumstance that Bank deems in its sole discretion to be temporary, the applicable SOFR rate shall be the SOFR rate last published prior to such SOFR Business Day. Any change in Daily Simple SOFR due to a change in SOFR shall be effective from and including the effective date of such change in SOFR without notice to Borrower. The term "SOFR" means, with respect to any SOFR Business Day, a rate per annum equal to the secured overnight financing rate for such SOFR Business Day published by the SOFR Administrator on the SOFR Administrator's Website. The term "SOPR Administrator" means the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate). The teen "SOFR Administrator's Website" means the website of the Federal Reserve Bank of New York, currently at http://www.newyorkfed.org, or any successor source for the secured overnight financing rate identified as such by the SOFR Administrator from time to time. The term "SOFR Business Day" means any day (other than a Saturday or Sunday) on which banks generally are open in New York City, New York for the conduct of substantially all of their commercial lending activities and interbank wire transfers can be made on the Fedwire system except a day on which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities. The term "Credit Spread" means the then -current credit spread as determined by the Lender for a similarly situated borrower as the Borrower based on the Lender's then -current underwriting standards, and with credit 90054156v4 administration approval, including, without limitation, factors such as the current credit profile, market conditions and current and historical operating performance. The term "Liquidity Premium" means the internal funding cost component determined by the Lender, in its sole discretion, based upon the current costs of term variable funding in the wholesale market. The term "Multiplier" means the percentage determined by the Lender, in its sole discretion, to assure the Lender a market rate of return on a tax exempt equivalent basis under the Act (as that term is defined in the Loan Agreement). If the rate index described above shall become permanently unavailable or shall cease to exist, Bank may, in its discretion, designate a successor to the interest rate described above (which may include a successor index and a spread adjustment), taking into consideration any selection or recommendation of a replacement rate by any relevant agency or authority and evolving or prevailing market conventions. In connection with the selection and implementation of any such replacement rate, Bank may make any technical, administrative or operational changes that Bank decides may be appropriate to reflect the adoption and implementation of such replacement rate. Bank does not warrant or accept any responsibility for the administration or submission of, or any other matter related to SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof, including without limitation whether any such alternative, successor or replacement rate will have the same value as, or be economically equivalent to, SOFR. Bank's internal records of applicable interest rates shall be determinative in the absence of manifest error. 2. All other terms and provisions of the Current Note remain in full force and effect. (signature page to follow) S-3 �2�n�zfFram CONSENT OF: ST. THOMAS ACADEMY By Its [Amendment to Note] S-2 90054156v4 CONSENT OF: U.S. BANK NATIONAL ASSOCIATION Vice President [Amendment to Note] S-3 90054156v4 IN WITNESS WHEREOF, the City of Mendota Heights, Minnesota, St. Thomas Academy, and U.S. Bank National Association have caused this Third Amendment to Note to be duly executed in their names as of the Effective Date, CITY OF MENDOTA HEIGHTS, MINNESOTA Its Mayor /.�..��► [Amendment to Note] S-I 9oosais��a