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HomeMy WebLinkAbout01-01 IDA ResolutionRESOLUTION NO. IDA 01-01 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF THE CITY OF TEMECULA AUTHORIZING THE EXECUTION AND DELIVERY OF AMENDMENTS TO DOCUMENTS RELATED TO INDUSTRIAL DEVELOPMENT REVENUE BONDS FOR TENSION ENVELOPE CORPORATION WHEREAS, on August 16, 1994, the Industrial Development Authority of the City of Temecula (the "Authority") issued its Industrial Development Authority of the City of Temecula Industrial Development Revenue Bonds (Tension Envelope Corporation Project) (the "Bonds"), in a principal amount of $5,625,000 to finance the costs of an envelope manufacturing facility located in the City of Temecula; WHEREAS, the Bonds were issued pursuant to an Indenture of Trust (the "Indenture"), between the Authority and U.S. Bank Trust National Association, as trustee (the 'q'rustee"), and the proceeds of the Bonds were loaned (the "Loan") by the Authority to Tension Envelope Corporation (the "Company") pursuant to a loan agreement (the "Loan Agreement") between the Authority and the Company; WHEREAS, the Company has requested that the Indenture and the Loan Agreement be modified to permit the Bonds to remain outstanding, following a call for redemption of the Bonds in respect of an expiring letter of credit securing the Bonds, in order to allow the Company time to arrange for the issuance of refunding bonds; WHEREAS, the Company has agreed to pay all costs of the Authority related to the modifications and to indemnify the Authority and the City of Temecula (the "City") for actions taken by them in respect of any amendments to the Indenture and the Loan Agreement necessary to implement the actions requested by the Company; and WHEREAS, there have been presented to the Authority at this meeting proposed amendments to the Indenture and the Loan Agreement and the Authority now desires to approve the amendments and to authorize their execution and delivery. NOW, THEREFORE, BE IT RESOLVED by the Industrial Development Authority of the City of Temecula, that: Section 1. and correct. The Authority hereby finds and declares that the above recitals are true Section 2. The First Supplemental Indenture, in the form on file with the Secretary, is hereby approved. The Executive Director of the Authority is hereby authorized and directed to execute and deliver the First Supplemental Indenture in said form, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Authority upon consultation with the City Attorney and Bond Counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 4 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the Indenture by the Authority. R:/IDA Resos 2001/IDA 01-01 1 Section 3. The First Amendment to Loan Agreement, in the form on file with the Secretary, is hereby approved. The Executive Director of the Authority is hereby authorized and directed to execute and deliver the First Amendment to Loan Agreement in said form, together with such additions thereto or changes therein as are recommended or approved by the Executive Director of the Authority upon consultation with the City Attorney and Bond Counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 4 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery of the First Amendment to Loan Agreement by the Authority. Section 4. All actions heretofore taken by the officers and agents of the Authority with respect to the Indenture, the Loan Agreement, the Bonds and the Loan are hereby approved, confirmed and ratified, and the proper officers of the Authority are hereby authorized and directed, for and in the name and on behalf of the Authority, (a) to do any and all things and take any and all actions and execute any and all certificates, agreements and other documents, which they, or any of them, may deem necessary or advisable in order to consummate the amendments to the Indenture and the Loan Agreement contemplated by the First Supplemental Indenture and the First Amendment to Loan Agreement, respectively, in accordance with this Resolution, including but not limited to any certificates, agreements and documents described in the First Supplemental Indenture and the First Amendment to Loan Agreement, and (b) to take all actions and execute any and all documents necessary or desirable to complete the purchase in lieu of redemption of the Bonds permitted by the First Supplemental Indenture. Section 5. The law firm of Quint & Thimmig LLP is hereby designated as bond counsel to the Authority, and the firm of Fieldman, Rolapp & Associates is hereby designated as financial advisor to the Authority, in each case with respect to the Bonds, the amendments to the documents related to the Bonds and any bonds that may in the future be issued by the Authority to refund the Bonds. The Executive Director is authorized and directed to enter into agreements with said firms for their services in forms acceptable to the Executive Director and the City Attorney, provided that any and all compensation to such firms is to be paid by the Company. Section 6. This Resolution shall take effect immediately upon its adoption. R:/IDA Resos 2001/IDA 01-01 2 PASSED, APPROVED AND ADOPTED, by the Board of Directors of the Industrial Development Authority of the City of Temecula, at a regular meeting held on the 24th day of July, 2001. ' ATrEST: _Susan ~. Jon~'s, CMC ~[SEAL] Jeff Comerchero, Chairperson STATE OF CALIFORNIA ) COUNTY OF RIVERSIDE ) ss CITY OF TEMECULA ) I, Susan Jones, Secretary of the Industrial Development Authority of the City of Temecula, HEREBY DO CERTIFY that the foregoing Resolution No. 01-01 was duly adopted at a regular meeting of the Board of Directors of the Industrial Development Authority of the City of Temecula on the 24th day of July, 2001, by the following roll call vote: AYES: 5 AUTHORITY MEMBERS: Naggar, Pratt, Roberts, Stone, Comerchero NOES: 0 AUTHORITY MEMBERS: None ABSENT: 0 AUTHORITY MEMBERS: None ABSTAINED: 0 AUTHORITY MEMBERS: None  s, cM/'"~'-C ~ ecretary R:/IDA Resos 200t/IDA 01-01 3