Title
Resolution Authorizing Amendments to the Terms of Variable Rate Demand Revenue Bonds, Series 2001 (State Fair Park Exposition Center, Inc. Project) and Execution of Amended and Restated Indenture of Trust, Amended and Restated Loan Agreement and Collateral Documents Relating to such Bonds.
Body
WHEREAS, the City of West Allis, Wisconsin (the “City”) has issued $44,895,000 original principal amount of its Variable Rate Demand Revenue Bonds, Series 2001 (State Fair Park Exposition Center, Inc. Project) (the “Bonds”) on August 1, 2001, of which $40,795,000 remains outstanding; and
WHEREAS, the Bonds were issued under the authority of Section 66.1103 Wisconsin Statutes (the “Act”) pursuant to an Indenture of Trust (the “Indenture”), dated as of August 1, 2001, from the City to Firstar Bank, National Association (now known as U.S. Bank National Association), as trustee (the “Trustee”); and
WHEREAS, the proceeds of the Bonds were loaned to State Fair Park Exposition Center, Inc. (the “Borrower”) pursuant to a Loan Agreement dated as of August 1, 2001, between the City and the Borrower, and the Borrower has used the proceeds of the Bonds to finance the construction and equipping of an exposition center at State Fair Park (the “Project”); and
WHEREAS, this body has heretofore found and determined that the Project is a qualified “project” within the meaning of the Act and that the Borrower is an “eligible participant” within the meaning of the Act; and
WHEREAS, the Bonds are currently secured by a letter of credit issued by U.S. Bank National Association (the “Bank”); and
WHEREAS, by their terms, the Bonds are subject to redemption or, at the option of the Bank, purchase in lieu of redemption, on any business day; and
WHEREAS, the Bank has indicated its intention to exercise its option to purchase the Bonds in lieu of redemption; and
WHEREAS, the Borrower has now requested various amendments (the “Amendments”) to the terms of the Bonds, the Indenture and the Loan Agreement, including a change in the interest rate on the Bonds to a fixed interest rate, a change in the redemption provisions of certain of the Bonds, and various other amendments embodied in an Amended and Restated Loan Agreement and an Amended and Restated Indenture of Trust, which have been presented to this body; and
WHEREAS, as a condition to exercise its option to purchase the Bonds, the Bank has required the Borrower to enter into the following agreements (collectively, the “Collateral Documents”) in favor of the City, which will be assigned by the City to the Trustee to secure the Bonds: a Security Agreement granting a security interest in certain of the Borrower's personal property, an Assignment of License Agreement assigning the license agreement between the Borrower and the State Fair Park Board (the “Board”); a Leasehold Mortgage assigning the Borrower's rights in the Project and the ground lease from the Board, and an Assignment of Leases and Rents relating to the Project, all of which have been presented to this body; and
WHEREAS, the City has received and will continue to receive substantial municipal benefits from the Project, including by way of illustration but not limitation: an increase in the number of persons traveling to the City for business or recreation; retention of and more steady employment of its citizens resulting in the alleviation of unemployment within the City; stimulation for expansion of existing and new business; stimulation of private investment funds from financial institutions; and betterment of the City's environment and economy; and
WHEREAS, this body has found and determined that the financing of the Project with the Bonds has served and will continue to serve the intended accomplishments of public purpose and in all respects has conformed and will conform to the provisions and requirements of the Act; and
WHEREAS, the consent of the owner(s) of the Bonds will be obtained prior to the effectiveness of the Amendments;
NOW, THEREFORE, BE IT RESOLVED by the Common Council of the City of West Allis:
1. The Amendments are hereby approved. Effective upon the execution of the amendments and the receipt of all necessary consents by the Trustee:
(A) The Bonds shall bear interest at a rate equal to 6.1% per annum; provided that the rate shall increase to 9.0% per annum if the Borrower is required to redeem or purchase, but fails to redeem or purchase, the Bonds on August 1, 2016 as provided in the Amended and Restated Indenture. Interest shall be calculated on the basis of a 360-day year comprising twelve 30-day months.
(B) The Bonds shall be subject to mandatory sinking fund redemption beginning in 2017, and shall otherwise be subject to redemption, as provided in the Amended and Restated Indenture of Trust.
(C) The Bonds shall be redesignated from the effective date of the Amendments:
CITY OF WEST ALLIS, WISCONSIN
REVENUE BONDS, SERIES 2001
(STATE FAIR PARK EXPOSITION CENTER, INC. PROJECT)
2. The City hereby approves and authorizes the establishment of the Trust Funds and other accounts created under the Amended and Restated Indenture of Trust, and the application of moneys held therein as provided in the Amended and Restated Indenture of Trust.
3. The Amended and Restated Indenture of Trust, the Amended and Restated Loan Agreement, the Collateral Documents, and the Tax Compliance Agreement between the Borrower and the City (the “Tax Agreement”), in substantially the forms presented to this body, are hereby approved. The Mayor and Clerk are authorized and directed on behalf of the City to execute, seal and deliver the Amended and Restated Indenture of Trust, the Amended and Restated Loan Agreement, the Collateral Documents, and the Tax Agreement with such revisions, additions, or deletions as may be approved by the officers signing said documents, which approval shall be conclusively proved by their execution and delivery. Such officers are authorized to execute, either manually or by facsimile, and delivery replacement Bonds in the aggregate principal amounts set forth above in exchange for the Bonds. Such officers are also authorized to prepare or to have prepared such other documents, opinions, certificates and closing or post closing instruments as may be required by this Resolution or as may be deemed necessary by such officers, counsel for the City or bond counsel.
4. The continued appointment of U.S. Bank National Association as trustee under the Amended and Restated Indenture of Trust is hereby approved.
5. This resolution shall be effective immediately upon its adoption and approval.
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