HomeMy WebLinkAboutRESOLUTION - 56-84 - 7/24/1984 - ADVANCE REFUNDING HOSPITAL REV NOTES EXCERPTS FROM THE MINUTES OF A REGULAR
PUBLIC MEETING OF' THE VILLAGE OF ELK GROVF
VILLAGE, COOK COUNTY, ILLINOIS, HELD AT ITS
REGULAR MEETING PLACE IN ELK GROVE VILLAGE,
ILLINOIS AT 8: 13 O' CLOCK P.M. , ON THE
24TH DAY OF JULY, 1984 .
The Village President called the meeting to order and
directed directed the Village Clerk to call the roll .
Upon the roll being called, the following Trustees
answered present:
Bosslet, Chernick, Hauser, Petri , Tosto, and Uhlarik
The following Trustees were absent from the meeting :
None
Trustee Petri presented to
the Village Clerk the following resolution:
RESOLUTION NO. 56-84
RESOLUTION authorizing the advance refunding of
the outstanding Hospital Revenue Notes, Series
1981 ( Alexian Brothers Pcedical Center, Inc . ) of
the Village of Elk Grove Village, in an original
principal amount of $19 ,670, 000 ; authorizing
the form, execution and delivery of a First
Supplemental Indenture to provide for the
advance refunding of the Series 1981 Notes;
approving the form of a First Amendment to
Repayment Agreement and an Amended Letter of
Credit issued pursuant thereto ; and authorizing
other action in respect of the foregoing .
WHEREAS, the Village of Elk Grove Village ( the "Village" ) ,
a municipality located in Cook County, Illinois, is authorized
and empowered by the provisions of Article VII, Section 6(a) of
the 1970 Constitution of the State of Illinois and the provisions
of Ordinance No. 1390, adopted by the President and Board of
Trustees of the Village on August 12, 1980, as amended by the
provisions of Ordinance No . 1502 , adopted by the President and
Board of Trustees on December 8, 1981 (the "Enabling Ordinance" ) ,
to finance the acquisition and improvement of land, buildings,
equipment and other improvements constituting hospital facilities
(as defined in the Enabling Ordinance) , and to refund or refinance
outstanding indebtedness previously incurred for such purposes,
upon such terms and conditions , consistent with the requirements
of the Enabling Ordinance, as the President and Board of Trustees
of the Village may deem advisable; and
WHEREAS, the Village is further authorized by the
Enabling Ordinance to issue revenue notes payable solely from the
revenues derived by the Village from a security agreement between
the Village and a hospital (as defined in the Enabling Ordinance)
and secured by a pledge of such revenues under an indenture, and
the Enabling Ordinance provides that such notes shall have a lien
on the revenues derived by the Village from the security agreement;
and
WHEREAS, the purpose of the Enabling Ordinance is to
provide a financing device which will aid hospitals in financing
the cost of hospital facilities ; and
WHEREAS, Alexian Brothers Medical Center, Inc . , Elk
Grove Village , Illinois, a Texas non-profit corporation duly
qualified and authorized to do business as a foreign corporation
in the State of Illinois (the "Corporation" ) , has heretofore
acquired, constructed and equipped a 409-bed general hospital
facility (the "Existing Hospital Facility" ) located within the
boundaries of the Village ; and
WHEREAS, the Village has heretofore executed and
delivered to American National Bank and Trust Company of Chicago
(the "Trustee" ) that certain Trust Indenture dated as of December
1, 1981 (the "Indenture" ) for the purpose of providing for the
issuance of its Hospital Revenue Notes , Series 1981 (Alexian
Brothers Medical Center, Inc . ) , herein called the "Series 1981
Notes", in the aggregate principal amount of $19, 670, 000; and
WHEREAS, there have been issued and are now outstanding
under the Indenture $19, 670, 000 in aggregate principal amount of
the Series 1981 Notes constituting all Notes now outstanding
under the Indenture; and
WHEREAS, the net proceeds from the issuance and sale of
the Series 1981 Notes were used by the Corporation to pay, or re-
imburse the Corporation for the payment of, the cost of refinanc-
ing certain of the Corporation ' s outstanding indebtedness pre-
viously incurred in connection with the acquisition, construction
and equipping of the Existing Hospital Facility (the "Outstanding
Indebtedness" ) , to reimburse the Corporation for moneys previously
expended by the Corporation in connection with the acquisition,
construction and equipping of the Existing Hospital Facility, to
fund a debt service reserve fund for the Series 1981 Notes in an
amount equal to the Debt Service Reserve Fund Requirement (as
defined in the Indenture) on the Series 1981 Notes and to pay the
costs of issuance of the Series 1981 Notes ; and
WHEREAS , the Corporation has determined that it is in its
best interest to advance refund all of the Series 1981 Notes and
to revise certain covenants in the Repayment Agreement dated as
of December 1 , 1981 between the Corporation and Mellon Bank, N.A . ,
Pittsburgh, Pennsylvania, (the "Credit Bank") entered into in con-
nection with the Letter of Credit hereinafter referred to ; and
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WHEREAS, the Corporation desires to obtain a loan from
the Illinois Health Facilities Authority, a body politic and
corporate and an instrumentality of the State of Illinois (the
"Authority" ) , to provide a portion of the funds necessary to
refinance indebtedness incurred by the Corportion for the advance
refunding of the Series 1981 Notes and to provide funds necessary
for certain other purposes all as permitted under and pursuant to
the Illinois Health Facilities Authority Act ; and
WHEREAS, in connection with such advance refunding , it
will be necessary to amend that certain Repayment Agreement dated
as of December 1 , 1981 from the Corporation to the Credit Bank
and to amend and restate the Irrevocable Transferrable Letter
of Credit , Number 50492, dated December 23, 1981 (the "Letter of
Credit" ) from the Credit Bank to the Trustee;
NOW, THEREFORE, Be It Resolved by the Village President
and Board of Trustees of the Village of Elk Grove Village , Cook
County, Illinois , as follows :
Section 1 . Findings . The Village hereby makes the
following findings and determinations with respect to the Village
and the outstanding Series 1981 Notes to be advance refunded :
(a ) The Corporation is a non-profit corporation
incorporated under the laws of the State of Texas and is
authorized to conduct affairs in the State of Illinois
under the Illinois General Not For Profit Corporation
Act and operates Alexian Brothers Medical Center , a
hospital within the meaning of the Enabling Ordinance
which provides hospital facilities that serve the needs
of the residents of the Village; and
(b ) The Series 1981 Notes were issued for a valid
public purpose under the Enabling Ordinance and the
proceeds of said Series 1981 Notes were applied for a
valid purpose under the Enabling Ordinance .
Section 2 . First Supplemental Indenture . The Village
does hereby authorize and approve the execution and delivery by
the President of its Board of Trustees and its Village Clerk
of a First Supplemental Indenture (the "First Supplemental Inden-
ture" ) between the Village and American National Bank and Trust
Company of Chicago, as Trustee , supplementing the Trust Indenture
dated as of December 1, 1981 between said parties, which First
Supplemental Indenture provides for the advance refunding of the
Series 1981 Notes upon receipt of Government Securities (as
defined therein) maturing at such times and in an aggregate
principal amount together with the interest to be earned thereon
as will be sufficient to pay when due all principal of and inter-
est on the Series 1981 Notes until the outstanding Series 1981
Notes are called for redemption prior to maturity as provided
therein. The adequacy of such principal amount of Government
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Securities to pay when due all amounts of principal and interest
as described above has been verified by independent certified
public accountants . Such First Supplemental Indenture shall be
in substantially the form attached hereto and marked "Exhibit
All and hereby approved or with such changes therein as shall be
approved by the President of the Board of Trustees and Village
Clerk of the Village executing the same , with such execution to
constitute conclusive evidence of their approval and the Village' s
approval of any changes or revisions therein from the form of
the First Supplemental Indenture attached hereto .
Section 3 • First Amendment to Repayment Agreement and
Amended Letter of Credit . The Village hereby approves the execu-
tion and delivery by the Corporation and the Credit Bank of a
First Amendment to Repayment Agreement dated as of July 1, 1984
(the "First Amendment to Repayment Agreement" ) . The Village here-
by approves the execution and delivery by the Credit Bank, pursuant
to the First Amendment to Repayment Agreement of its Amended and
Restated Irrevocable Transferable Letter of Credit (the "Amended
Letter of Credit" ) , Number 50492, dated August 1 , 1984, in order
to provide funds , pursuant to a draw on the Amended Letter of
Credit, for the advance refunding of the Series 1981 Notes .
The First Amendment to Repayment Agreement and the
Amended Letter of Credit shall be in substantially the forms
attached hereto and marked "Exhibit B" and "Exhibit C" , respec-
tively, and hereby approved with such changes therein as shall be
approved by the President of the Board of Trustees and Village
Clerk of the Village executing the First Supplemental Indenture,
with such execution to constitutue conclusive evidence of their
approval and the Village 's approval of any changes or revisions
therein from the forms of the First Amendment to Repayment
Agreement and Amended Letter of Credit attached hereto .
Section 4 . Delegation . The Village President and
Village Clerk be, and they hereby are, authorized and directed
for and on behalf of the Village , to execute all papers, documents,
certificates and other instruments that may be required by the
First Supplemental Indenture , the First Amendment to Repayment
Agreement and the Amended Letter of Credit, that may be required
to advance refund the Series 1981 Notes or to release any security
relating to the Series 1981 Notes in connection with such advance
refunding, or that may be required to carry out and comply with
the provisions of this Resolution .
Section 5 . Severability . The sections , phrases and
provisions of this Resoltuion are hereby declared to be severable
and if any section, phrase or provision shall for any reason be
declared to be invalid , such declaration shall not affect the
validity of the remainder of the sections , phrases and provisions .
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Section 6 . Ratification. All acts and doings of any
Trustee , officer, abent or employee of the Village in furtherance
of the purposes and intent of this Resolution are hereby ratified ,
confirmed and made the acts and deeds .of the Village .
Section 7 . Repealer. All ordinances and resolutions
and parts thereof in conflict herewith are hereby repealed to the
extent of such conflict .
Section 8 . Effective Date . This Resoltuion shall
become effective upon its passage and approval .
PRESENTED, PASSED, APPROVED AND ADOPTED this 24th day
of July , 1984 .
VOTE: AYES 6
NAYS 0
ABSENT 0
Approved by me this 24th day
of July, 1984
V illA a&f re 6i ent
( SEAL)
ATTEST:
Patricia S. Smith
Villabe Clerk
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Upon discussion thereof, Trustee Petri
made a motion that said resolution be adopted as presented, which
motion was seconded by Trustee Chernick
The Village President directed the Village Clerk to call the roll
for a vote upon the motion to adopt said resolution and upon roll
call, the following Trustees voted AYE:
Bosslet, Chernick, Hauser, Petri , Tosto, Uhlarik
and the following Trustees voted 14AY:
None
The Village President thereupon declared the motion
carried and the resolution hereinabove set out adopted; approved
the same in open meeting and directed the Village Clerk to record
the same in the minutes of this meeting, which was done .
Other business not pertinent to the adoption of said
resolution was transacted , and ul;on motion duly made , seconded
and carried the meeting adjourned .
V,,�tlaf Presi ent
ATTEST:
Patricia S. Smith
Villaf,e Clerk
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r
STATE OF ILLINOIS )
ss :
COUNTY OF, COOK )
I, Patricia S. Smith , do hereby certify that I am
the duly qualified and acting Village Clerk of the Village of Flk
Grove Village, in the County and State aforesaid , and as such
Village Clerk I am the keeper of the records and files of the
Village President and Board of Trustees of said Village .
I do further certify that the foregoing and attached
resolution is a full, true and correct copy of a resolution
entitled :
RESOLUTION authorizing the advance refunding of
the outstanding Hospital Revenue Notes , Series
1981 (Alexian Brothers Medical Center, Inc .) of
the Villabe of Elk Grove Village, in an original
principal amount of $19, 670, 000; authorizing
the form, execution and delivery of a First
Supplemental Indenture to provide for the
advance refunding of the Series 1981 Notes ;
approving the form of a First Amendment to
Repayment Agreement and an Amended Letter of
Credit issued pursuant thereto ; and authorizing
other action in respect of the foregoing .
duly adopted by the Village President and Board of Trustees of
the Village of Elk Grove Village, Cook County , Illinois , at its
regularly convened meeting held on the 24th day of July, 1984,
and of excerpts from the minutes of said meeting, as the same
appear in the official records in my care and custody .
IN WITNF'SS WHFREOF, I have hereunto affixed my official
signature and the corporate seal of the Village of Elk Grove
Village, Illinois , this 24th day of July , 1984 .
Patricia S. Smith
Village Clerk of the
(SEAL) Village of Elk Grove Village, Illinois
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