Title
Resolution Authorizing Execution of Amendments to Documents with Respect to a Financing for the Benefit of Community of Peace Academy
Body
WHEREAS, the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota (the "Authority") has previously issued its Lease Revenue Bonds (Community of Peace Academy Project) Series 2006 in the principal amount of $17,245,000 (the "Bonds") to finance and refinance the construction and subsequent renovation of a public schoolhouse located at 471 Magnolia Avenue East in the City of Saint Paul (the "Project");
WHEREAS, proceeds of the Bonds were loaned to the Community of Peace Building Company (the "Company") pursuant to a Loan Agreement, dated as of November 1, 2006 (the "Loan Agreement"), between the Authority and the Company, to finance the Project, and the Project was leased to Community of Peace Academy (the "School") pursuant to an Amended and Restated Lease Agreement, dated as of November 1, 2006, as amended (the "Lease"), between the Company and the School;
WHEREAS, as additional security for the payment of Lease Payments under the Lease, the School pledged certain of its revenues to the Trustee pursuant to a Pledge and Covenant Agreement dated as of November 1, 2006 (the "Pledge Agreement"), between the School and the Trustee;
WHEREAS, the Bonds were issued pursuant to an Indenture of Trust (the "Indenture") dated as of November 1, 2006, between the Authority and Wells Fargo Bank, National Association, as Trustee (the "Trustee"), under which the Authority and the Trustee have authority, pursuant to Section 12.02 of the Indenture, to consent to an amendment to various agreements executed in connection with the issuance of the Bonds, including the Loan Agreement and the Pledge Agreement, upon receiving the consent of at least two-thirds of the holders of the outstanding principal amount of the Bonds;
WHEREAS, the Project was also financed in part by a loan in the original principal amount of $700,000 (the "STAR Loan") to the Company from the City of Saint Paul, Minnesota (the "City") as part of the City's Sales Tax Revitalization ("STAR") program, and to secure the STAR Loan, the Company executed a Promissory Note, dated December 29, 1998, in favor of the City and executed and delivered to the City a Mortgage, dated as of December 29, 1998, and an Assignment of Leases and Rents, dated as of December 29, 1998 (collectively, the "STAR Security Documents");
WHEREAS, the Authority, the City, and the Trustee entered into an Amended and Restated Subordination Agreement, dated November 1, 2006 (the "Subordination Agreement"), by which the security interests granted to the City pursuant to the STAR Security Documents were made specifically subordinate to the rights of the Trustee for payment of the Bonds; and
WHEREAS, the Company and the School have requested that (i) the Loan Agreement be amended pursuant to a First Amendment to Loan Agreement between the Authority and the Company, to be consented to by the Trustee (the "Loan Agreement Amendment"), (ii) the Pledge Agreement be amended pursuant to a First Amendment to Pledge Agreement, between the School and the Trustee, to be consented to by the Authority (the "Pledge Agreement Amendment"), and (iii) the Subordination Agreement be amended and restated pursuant to an Amended and Restated Intercreditor and Subordination Agreement (the "Intercreditor Agreement"), between the Authority, the City, the Trustee, and the Lender (as defined below), all to, among other things, permit the School to enter into a line of credit in a principal amount not to exceed $1,500,000 and grant to the lender of the line of credit (the "Lender") a first lien and security interest in certain collateral otherwise pledged to the Trustee pursuant to the Pledge Agreement or to the City pursuant to the STAR Security Documents and to permit the School to sell its rights to receive payments of certain funds from the State of Minnesota in an amount not to exceed $1,500,000.
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota, as follows:
1. The Board of Commissioners hereby approves the Loan Agreement Amendment, the Pledge Agreement Amendment, and the Intercreditor Agreement (collectively, the "Amended Documents") in substantially the forms submitted.
2. The Chair of the Authority (or any Commissioner), the Executive Director of the Authority, and the Director of the Office of Financial Services are hereby authorized and directed to execute the Amended Documents on behalf of the Authority.
3. The approval hereby given to the Amended Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom, and additions thereto as may be necessary and appropriate and approved by the Authority officials authorized by this resolution to execute the Amended Documents. The execution of the Amended Documents by the appropriate officer or officers of the Authority shall be conclusive evidence of the approval of the Amended Documents in accordance with the terms hereof.
4. This Resolution shall be in full force and effect from and after its passage.
Adopted by the Board of Commissioners of the Housing and Redevelopment Authority of the City of Saint Paul, Minnesota on this 28th day of March, 2012.