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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 -2- 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 -3- 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 . -4- 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 -5- 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 -6- 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 -7-