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HomeMy WebLinkAbout7814RESOLUTION NO. 70 ^14 A RESOLUTION APPROVING THE FORM OF AND THE EXECUTION AND DELIVERY BY THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO OF A FIRST SUPPLEMENTAL INDENTURE OF TRUST IN CONNECTION WITH THE AUTHORITY'S REVENUE REFUNDING BONDS ISSUED IN 1994 BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The First Supplemental Indenture of Trust between the Urban Renewal Authority of Pueblo, Colorado and The Bank of Cherry Creek, N.A. as Trustee dated as of February 1, 1996, a copy of which is attached hereto, having heretofore been approved by the Urban Renewal Authority of Pueblo, Colorado, and the execution and delivery of same by the Urban Renewal Authority of Pueblo, Colorado, are hereby approved. ATTEST- City Cl INTRODUCED: February 26 1 1996 By Samuel Corsenti no Councilperson FAIJ9XII 7 ` 7t /� } Presi ent of the Citv Council FIRST SUPPLEMENTAL INDENTURE OF TRUST Between URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO And THE BANK OF CHERRY CREEK, N.A., as Trustee Dated as of February 1, 1996 02/95247.1 TABLE OF CONTENTS (This Table of Contents is not a part of the Trust Indenture and is only for convenience of reference.) Page PARTIES .................. ............................... 1 RECITALS ................. ............................... 1 ARTICLE i DEFINITIONS .............. ............................... 2 ARTICLE II AMENDMENTS TO THE ORIGINAL INDENTURE Section 2.01. Amendment to Section 4.02 of the Original Indenture ... . . . . .. .. 3 Section 2.02. Amendment to Section 4.05 of the Original Indenture ... .. . . .... 3 Section 2.03. Amendment to Section 4.08 of the Original Indenture ....... .... 4 Section 2.04. Amendment to Article IV of the Original Indenture ......... ... 4 ARTICLE III MISCELLANEOUS Section 3.01. Binding Effect ...... .. ............. ........... ... 4 Section 3.02. Ratification of Original Indenture ........ ........ . . . ..... 4 Section 3.03. Severability ............................ . .. . .... 5 Section 3.04. Execution in Counterparts ............................ 5 Section 3.05. Applicable Law ............................ . . .... 5 Section 3.06. Captions . ........... .................. . ....... 5 02195247.1 FIRST SUPPLEMENTAL INDENTURE OF TRUST THIS FIRST SUPPLEMENTAL INDENTURE OF TRUST, dated as of February 1, 1996 (this "First Supplemental Indenture "), by and between the Urban Renewal Authority of Pueblo, Colorado (the "Authority "), a public body corporate and politic duly organized and existing as an urban renewal authority under the laws of the State of Colorado, and The Bank of Cherry Creek, N.A., a national banking association organized and existing under and by virtue of the laws of the United States of America, with its principal corporate trust office located in Denver, Colorado, as trustee (the "Trustee "), amends and supplements the Indenture of Trust, dated as of August 15, 1994 (the "Original Indenture "), between the Authority and the Trustee, as trustee. The Original Indenture, as amended and supplemented by this First Supplemental Indenture, is referred to herein as the "Indenture." `VITNESSETH: WHEREAS, pursuant to the Colorado Urban Renewal Law, Part 1 of Article 25 of Title 31 of the Colorado Revised Statutes, as amended, the Original Indenture and a written resolution of the board of commissioners of the Authority, the Authority issued its Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994A in the aggregate principal amount of $7,275,000 and its Subordinate Revenue Refunding Bonds (Phase One Urban Renewal Project) Series 1994B in the aggregate principal amount of $2,225,000 (collectively, the "Series 1994 Bonds ") for the purpose of financing the Authority's Phase One Project (as defined in the Original Indenture); and WHEREAS, the Series 1994 Bonds are secured by, among other sources of payment, certain Pledged City Sales Tax Revenues (as defined in the Original Indenture); and WHEREAS, the Pledged City Sales Tax Revenues are deposited to the City Sales Tax Revenue Fund established pursuant to Section 4.02 (c) of the Original Indenture and applied in accordance with Section 4.05 of the Original Indenture; and WHEREAS, the Authority, the Trustee and the City of Pueblo, Colorado (the "City ") desire to enhance the security for the Series 1994 Bonds through (a) the acceleration of certain deposits required to be made to (i) the Operations and Maintenance Fund, and (ii) the Series 1994B Reserve Account of the Reserve Fund established by the Original Indenture, and (b) the establishment of a Bond Retirement Fund to be funded with excess Pledged City Sales Tax Revenues; and WHEREAS, the Authority, the Trustee and the City desire to provide additional funds for the acquisition, construction and equipping of the Phase One Project by depositing certain Pledged City Sales Tax Revenues to the Series 1994A Reserve Account of the Reserve Fund established pursuant to the Original Indenture and simultaneously transferring an equal amount of Series 1994 Bond proceeds originally deposited to the Series 1994A Reserve Account of the 02195247.1 Reserve Fund from the Series 1994A Reserve Account of the Reserve Fund to the Series 1994 Project Fund established pursuant to the Original Indenture; and WHEREAS, Section 10.01 of the Original Indenture provides thatthe Original Indenture may be amended and supplemented, without consent of or notice to the registered owners of the Series 1994 Bonds (the "Bondholders ") for the purposes of (i) granting to or conferring upon the Trustee for the benefit of the Bondholders any additional rights, remedies, powers or authorities that may lawfully be granted or conferred upon the Bondholders or the Trustee, (ii) to subject to the Indenture additional revenues, properties or collateral, and (iii) to make any amendment to the terms and provisions of the Indenture as, in the judgment of the Trustee, is not materially adverse to the interests of the Bondholders; and WHEREAS, Section 12.04 of the Original Indenture provides that the Original Indenture may not be amended without the consent of AMBAC Indemnity Corporation (the "Bond Insurer "); and WHEREAS, the Bond Insurer has consented to the execution and delivery of this First Supplemental Indenture; and WHEREAS, all things necessary to make this First Supplemental Indenture the valid, binding and legal obliciation of the Authority according to the import hereof have in all respects been duly authorized; NOW, THEREFORE, THIS FIRST SUPPLEMENTAL INDENTURE WITNESSETH: ARTICLE I DEFINITIONS All words and phrases defined in Article I of the Original Indenture shall have the same meanings in this First Supplemental Indenture. In addition, the following definitions shall be amended to state as follows or shall be added to Article I of the Indenture: "Bond Retirement Fund" means the Trust Fund by that name established pursuant to Section 4.02 hereof. "Remarketing Agent" means Principal Financial Securities, Inc., and any successor Remarketing Agent appointed by the Authority at its discretion to act as remarketing agent under the Remarketing Agreement. 0195247.1 2 ARTICLE II AMENDMENTS TO THE ORIGINAL INDENTURE Section 2.01. Amendment to Section 4.02 of the Original Indenture. Section 4.02 of the Original Indenture is hereby amended by deleting the word "and" at the end of clause (k) thereof, deleting the period in clause (1) thereof, adding a semicolon followed by the word "and" to the end of clause (1) thereof and by adding the following clause (m) immediately after clause (1) therein: (m) the "Bond Retirement Fund." Section 2.02. Amendment to Section 4.05 of the Original Indenture. Section 4.05 of the Original Indenture is hereby amended by replacing paragraph (c) thereof with the following paragraph (c): (c) Third, commencing in the month during which a certificate of occupancy is issued for the conference center which is part of the Phase One Project, an amount equal to the greater of (i) $8,333 or (ii) one twelfth (1/12) of the Authority's budgeted operations and maintenance expenses for the Phase One Project to be paid by the Pledged City Sales Tax Revenues during such Fiscal Year shall be transferred to the Operations and Maintenance Fund. Section 4.05 of the Original Indenture is hereby further amended by replacing paragraph (h) thereof with the following paragraphs (h), (i), 0) and (k): (h) Eighth, moneys shall be transferred to the Series 1994A Reserve Account of the Reserve Fund until the aggregate amount transferred thereto pursuant to this paragraph (h) shall equal $568,020. (i) Ninth, prior to the month during which a certificate of occupancy is issued for the conference center which 'is part of the Phase One Project, moneys shall be transferred to the Operations and Maintenance Fund until the aggregate amount transferred thereto pursuant to this paragraph (i) shall equal $300,000. 0) Tenth, prior to the month during which a certificate of occupancy is issued for the conference center which is part of the Phase One Project, Pledged City Sales Tax Revenues shall be transferred into the Series 1994B Reserve Account of the Reserve Fund until the aggregate amount transferred to the Series 1994B Reserve Account pursuant to this paragraph 0) equals the appropriate Reserve Account Requirement. 02195247.1 3 (k) Eleventh, any remaining moneys shall be transferred to the Bond Retirement Fund. Section 2.03. Amendment to Section 4.08 of the Original Indenture. Section 4.08 of the Original Indenture is hereby amended by the addition of the following paragraph at the end thereof: Upon the transfer of moneys to the Series 1994A Reserve Account of the Reserve Fund from the City Sales Tax Revenue Fund pursuant to Section 4.05(h) of this Indenture, the Trustee shall simultaneously transfer an equal amount of moneys from the Series 1994A Reserve Account of the Reserve Fund, which moneys shall represent Series 1994 Bond proceeds deposited thereto pursuant to Section 2.03(g)(4) of this Indenture, to the Series 1994 Project Fund. Upon the transfer of moneys to the Series 1994B Reserve Account of the Reserve Fund, on or after the Conversion Date, from the City Sales Tax Revenue Fund pursuant to Section 4.050) of this Indenture, the Trustee shall simultaneously transfer an equal amount of moneys from the Series 1994B Reserve Account of the Reserve Fund, which moneys shall represent Series 1994 Bond proceeds, to the Series 1994 Project Fund. Section 2.04. Amendment to Article IV of the Original Indenture. Article IV of the Original Indenture is hereby amended by the addition of the followin Section 4.17 at the end thereof: Section 4.17. Bond Retirement Fund. There shall be deposited in the Bond Retirement Fund all required transfers from the City Sales Tax Revenue Fund pursuant to Section 4.05(k) hereof. Moneys transferred to the Bond Retirement Fund shall be used solely to pay the principal of, redemption premium, if any, and interest on the Bonds, at the times and in the manner directed in writing by the Authority. ARTICLE III MISCELLANEOUS Section 3.01. Binding Effect. This First Supplemental Indenture shall inure to the benefit of and shall be binding upon the Authority, the Trustee, the Bondholders and their respective successors and assigns. Section 3.02. Ratification of Original Indenture. Except as amended or supplemented herein, the terms and provisions of the Original Indenture shall remain in full force and effect and the same are hereby ratified and confirmed. 02195247.1 4 Section 3.03. Severability. In the event any provision of this First Supplemental Indenture shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof. Section 3.04. Execution in Counterparts. This First Supplemental Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 3.05. Applicable Law. This First Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of Colorado. Section 3.06. Captions. The captions and headings in this First Supplemental Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this First Supplemental Indenture. 02)95237.1 5 IN WITNESS WHEREOF, the Authority has caused these presents to be executed in its corporate name and with its official seal hereunto affixed and attested by its duly authorized officials; and to evidence its acceptance of the trusts hereby created, the Trustee has caused these presents to be executed in its corporate name, as of the date first above written. [SEAL] URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO Attest: By Se etar of the Board of Commissioners [SEAL] Attest By Assistant Secretary LIM Chairman of the Board of Commissioners THE BANK OF CHERRY CREEK, N.A., as Trustee Trust Officer 02/95247.1 6 The undersigned representative of ATNIBAC Indemnity Corporation, as the herein - described Bond Insurer, hereby consents to the execution and delivery of this First Supplemental Indenture by the Authority and the Trustee. AMBAC INDEMNITY CORPORATION By Title: - c eO Vic Presi t and Assistant General Counsel 02/95247.1 7