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HomeMy WebLinkAbout1988-099-06/14/1988-BONDS INDUSTRIAL DEVELOPMENT REVENUE OPERA HOUSE PROJECT CITY OF FORT COLLINS, COLORADO RESOLUTION 88- 99 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF SECOND AND THIRD SUPPLEMENTAL INDENTURES AND SECOND AND THIRD AMENDMENTS TO LOAN AGREEMENT AND OTHER DOCUMENTS RELATING TO THE CITY" S INDUSTRIAL DEVELOPMENT REVENUE BONDS (THE OPERA HOUSE PROJECT) SERIES 1986. WHEREAS, pursuant to the Colorado County and Municipality Development Revenue Bond Act, as amended (the "Act" ) , Ordinance No . 196, 1986 adopted by the City Council (the "Council" ) of the City of Fort Collins, Colorado (the "City" ) on December 16, 1986, and an Indenture of Trust dated as of December 15 , 1986, as supplemented by the First Supplemental Indenture of Trust dated as of December 23 , 1987 (collectively, the "Indenture" ) , between the City and United Bank of Fort Collins National Association, as Trustee (the "Trustee" ) , the City issued its Industrial Development Revenue Bonds (The Opera House Project) Series 1986, in the aggregate principal amount of $5, 800, 000 (the "Bonds" ) , and pursuant to a Loan Agreement dated as of December 15, 1986, as amended by the First Amendment to Loan Agreement dated as of December 23 , 1987 (collectively, the "Loan Agreement" ) , between the City and Historical Opera House Properties, Ltd. , a Colorado limited partnership (the "Partnership" ) , the City loaned the proceeds of the Bonds to the Partnership for the purpose of financing the Project (as defined in the Loan Agreement) ; and WHEREAS, Bankers Trust Company ( "Bankers" ) in order to secure payment of the Bonds, previously delivered its Restated Irrevocable Letter of Credit dated December 23 , 1986 (the "Bankers Letter of Credit" ) , which expires July 8, 1988; and WHEREAS, the Partnership has requested that certain provisions of the Indenture and the Loan Agreement be amended (a) by a Second Supplemental Indenture (the "Second Supplemental Indenture" ) and a Second Amendment to Loan Agreement (the "Second Amendment to Loan Agreement" ) in order to facilitate the extension of the Bankers Letter of Credit and (b) by a Third Supplemental Indenture (the "Third Supplemental Indenture" ) and a Third Amendment to Loan Agreement (the "Third Amendment to Loan Agreement" ) in order to facilitate the conversion of the interest rate on the Bonds to a Fixed Rate under the Indenture, the provision for amortizing principal of the Bonds, and the replacement of the Bankers Letter of Credit with other security for the Bonds, including a mortgage on the Project and standby purchase agreements or letters of credit (the "Substitute 2 Security" ) to be provided by United Bank of Fort Collins National Association and other banks , the proposed forms of the Second and Third Supplemental Indentures and the Second and Third Amendments to Loan Agreement having been submitted to the Council and filed in the Office of the City Clerk and are there available for public inspection ; and WHEREAS , pursuant to Article XI and X I I of the Indenture , the City is authorized to enter into the Second and Third Supplemental Indentures and the Second and Third Amendments to Loan Agreement . NOW , THEREFORE , BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT COLLINS , COLORADO AS FOLLOWS : Section 1 . Approval of Documents and Execution Thereof; Changes . The forms of the Second and Third Supplemental Indentures and the Second and Third Amendments to Loan Agreement , including the forms of the Bonds , are hereby approved . The Mayor and City Clerk are hereby authorized and directed to execute the Second Supplement Indenture and the Second Amendment to Loan Agreement and affix the seal of the City thereto . Upon provision of the Substitute Security and confirmation of a limited remarketing to accredited or sophisticated investors , both of which shall be in form satisfactory to the City Attorney , the Mayor and the City Clerk are hereby authorized and directed to execute the Third Supplemental Indenture and the Third Amendment to Loan Agreement and affix the seal of the City thereto . It is the purpose and intent of this Resolution to approve changes or additions to the Bonds and related documents to the extent necessary to effect the extension of the Bankers Letter of Credit for the Bonds until the revised Conversion date , and thereafter the naming of a successor trustee to be designated by the Partnership , the removal of Bankers and the Bankers Letter of Credit , the inclusion of the Substitute Security , the amortization of principal of the Bonds , the conversion to a Fixed Rate and the provision of permanent financing for completion of the Project on terms acceptable to the owner of the Bonds . The Second and Third Supplemental Indentures and the Second and Third Amendments to Loan Agreement are to be executed in substantially the forms hereinabove approved , provided that such documents may be completed , corrected or revised as deemed necessary or convenient by the parties thereto in order to carry out or assist in carrying out the purposes of this Resolution . The execution of any instrument by the appropriate officers of the City herein authorized shall be conclusive evidence of the approval by the City of such instrument in accordance with the terms hereof . Section 2 . Incidental Action . The Mayor and the City Clerk are further authorized and directed to execute such other documents , instruments or certificates as are deemed necessary or desirable by bond counsel in order to effectuate the execution and delivery of the Second and Third Supplemental Indentures and 3 the Second and Third Amendments to Loan Agreement and the revised forms of the Bonds contained therein. The approval hereby given to the forms of such documents includes the approval of such additional details therein as may be necessary and appropriate for their completion and such modifications thereof, deletions therefrom, and additions thereto as may be approved by the City Attorney prior to the execution of the documents. Section 3 . Effective Date; Repeal. This Resolution shall take effect immediately upon its adoption, and all prior resolutions or parts thereof inconsistent herewith are hereby repealed. PASSED AND ADOPTED this 14th day of June, 1988. CITY OF FORT COLLINS, COLORADO By: (CITY) Mayor (SEAL) ATTEST:)t �L _ .s.�— City Cleri 4