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
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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