1996-001CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 96-1
A RESOLUTION RELATING TO INDUSTRIAL DEVELOPMENT
REVENUE REFUNDING BONDS (SUPERVALU INC. PROJECT),
SERIES 1993; AUTHORIZINIG THE AMENDMENT
OF DOCUMENTS RELATING THERETO
BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota (the "City"), as
follows:
Section 1. Recitals.
1.01. The City has previously issued its Industrial Development Revenue Refunding
Bonds (SUPERVALU INC. Project), Series 1993, dated, as originally issued, as
of December 15, 1993 (the "Bonds"), in the original principal amount of
$1,000,000. The Bonds were issued on behalf of SUPERVALU INC., a Delaware
corporation (the "Company") for the purpose of refunding certain bonds issued to
finance the construction and equipping of freezer additions to an existing
warehouse owned by the Corporation and located in the City (the "Facility").
1.02. The Bonds were issued under the terms of an Indenture of Trust, dated as of
December 1, 1993 (the "Original Indenture"), between the City and First Trust
National Association, as trustee (the "Trustee"). The Company has agreed to
make payments sufficient to pay the principal and purchase price of, premium, if
any, and interest on, the Bonds under the terms of a Loan Agreement, dated as of
December 1, 1993 (the "Original Loan Agreement"), between the Company and
the City.
1.03. The Company has requested that terms of the Original Indenture, the Original
Loan Agreement and the Bonds be amended to allow the Company to provide a
direct-pay letter of credit to secure the payment of the Bonds.
1.04. The following documents relating to the amendment have been submitted to the
City and are now, or shall be placed, on file in the office of the City Manager:
(a) an Amended and Restated Indenture of Trust (the "Indenture") to be
entered into between the City and the Trustee;
(b) an Amended and Restated Loan Agreement (the "Loan Agreement") to be
entered into between the City and the Company; and
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(c) a Letter of Credit Reimbursement and Security Agreement (the "Credit
Agreement") to be entered into between the Company and Wachovia Bank
of Georgia, National Association.
Section 2. Approval of the Execution of Documents.
2.01. The forms of the Indenture, the Loan Agreement and the Credit Agreement
referred to in Section 1.04 are hereby approved. The Indenture and the Loan
Agreement, substantially in the arm submitted but with such variations,
insertions and additions as the City's Bond Counsel may hereafter approve, are
directed to be executed in the name and on behalf of the City by the Mayor and
the City Manager. Copies of all of the documents shall be delivered as provided
therein. The Mayor and City Manager are also authorized and directed to execute
such other documents and closing certificates as may be necessary or desirable to
carry out the amendments contemplated by the Indenture and the Loan
Agreement, upon review and approval thereof by the City's Bond Counsel.
2.02. The execution of any instrument by the appropriate officer or officers of the City
herein authorized shall be conclusive evidence of the approval of such documents
in accordance with the terms hereof. In the absence of the Mayor or City
Manager, any of the documents authorized by this resolution to be executed may
be executed by such other officer of the City as, in the opinion of the City
Attorney, is authorized to execute such documents.
2.03. The Mayor and the City Manager are authorized and directed to prepare and
furnish to bond counsel certified copies of all proceedings and records of the City
relating to the amendments to the Original Loan Agreement and the Original
Indenture, and such other affidavits and certificates as may be required to show
the facts relating to the legality and marketability of the Bonds as such facts
appear from the books and records in the officers' custody and control or as
otherwise known to them; and all such certified copies, certificates and affidavits,
including any heretofore furnished, shall constitute representations of the City as
to the truth of all statements contained therein.
Adopted by the City Council of the City of Hopkins this ~- day of ,
199_ ~-~
Charles D. Redepenning,
ATTEST:
J es A. Genellie, City Clerk ~~~
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