HomeMy WebLinkAbout1386RESOLUTIONNO. /38b
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
KENT, WASHINGTON, APPROVING EXECUTION AND
DELIVERY BY THE CITY OF KENT ECONOMIC
DEVELOPMENT CORPORATION OF A SECOND
SUPPLEMENTAL INDENTURE OF TRUST PREPARED IN
CONNECTION WITH ITS FLOATING/FIXED RATE
INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1985
(CASCADE DEVELOPMENT COMPANY PROJECT)
CITY OF KENT, WASHINGTON
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF KENT,
WASHINGTON, as follows:
WHEREAS, the City of Kent Economic Development Corporation (the "Issuer") is a
public corporation created by the City ofKent, Washington (the "City"), pursuant to chapter
39.84 RCW, as amended (the "Act");
WHEREAS, the Issuer is authorized pursuant to the Act to issue its nonrecourse
revenue bonds for the purpose, among others, of financing the cost of acquiring, constructing,
equipping and installing "industrial development facilities," as defined in the Act;
WHEREAS, on April 22, 1985, the Board of Directors of the Issuer adopted
Resolution No. 1985-22 authorizing the financing of the acquisition, construction, equipping
and installing of certain industrial development facilities and the issuance of $3,750,000
principal amount of the Issuer's nonrecourse revenue bonds designated as Floating/Fixed Rate
Industrial Development Revenue Bonds, Series 1985 (Cascade Development Company
Project) (the "Bonds") and the loan of the proceeds of the Bonds to Cascade Development
Company (the "Company") pursuant to a Loan Agreement dated as of April 1, 1985, by and
between the Issuer and the Company (the "Loan Agreement");
WHEREAS, the Issuer, Union Bank, formerly, California First Bank, as Trustee (the
"Trustee") and ffiJ Schroder Bank and Trust Company, formerly, J. Henry Schroder Bank and
Trust Company, as the Paying Agent/Registrar (the "Paying Agent/Registrar") entered into an
Indenture of Trust (the "Indenture") dated as of April l, 1985, providing for the issuance by
the Issuer of the Bonds and the security for payment by the Issuer of the principal of,
premium, if any, and interest on the Bonds;
WHEREAS, on April 21, 1986, the Board of Directors of the Issuer adopted
Resolution No. 1986-43 authorizing the execution and delivery of a First Supplemental
Indenture of Trust dated as of April 1, 1986 (the "Supplemental Indenture");
WHEREAS, the Company and the Issuer (at the request of the Company) desire to
effect certain amendments to the Supplemental Indenture namely to reduce the notice period
in Section 4.07(C) of the Supplemental Indenture from 45 days to 30 days;
01579-0014/SB940680.255
WHEREAS, the Issuer, the Trustee and the Paying Agent/Registrar have caused a
Second Supplemental Indenture of Trust (the "Second Supplemental Indenture") dated as of
March 1, 1994, to be prepared to accomplish the amendments to the Supplemental Indenture
desired by the Company;
WHEREAS, the Trustee, as Trustee for the Bonds, the Credit Bank as issuer of the
Letter of Credit and the Company have each consented in writing to the execution and
delivery of the Second Supplemental Indenture and the Lessee of the Project has been given
notice thereof;
WHEREAS, Bond Counsel have delivered to the Issuer, Trustee, the Company, and
the Credit Bank their opinion that the Second Supplemental Indenture is authorized and
permitted by the Indenture and the Act and comply with the respective terms thereof, will,
upon execution and delivery hereof, be valid and binding upon the Issuer in accordance with
its terms, and will not adversely affect the exemption from federal income taxation of interest
on the Bonds; and
WHEREAS, the Act requires the City to approve by resolution any agreement by the
Issuer to issue bonds.
NOW, THEREFORE, IT IS HEREBY FOUND, DETERMINED AND ORDERED
as follows:
Section 1. The City hereby approves the form of and the execution and delivery by
the Issuer ofthe Second Supplemental Indenture of Trust dated as ofMarch 1, 1994, among
the Issuer, the Trustee and the Paying Agent/Registrar.
The foregoing resolution was adopted by the City Council of the City of Kent,
Washington, and approved by the Mayor, at a regular open public meeting this 15th day of
March, 1994.
ATTEST:
LL xk1aur
BreHeltt Jaeober, City Clerk {I>EPIATY)
:DoJ.J..oA .sw~lc.J
CITY OF KENT,
King County, Washington
OIS79-0014/SB940680.2SS -2-
FORM APPROVED:
0 1579-0014/SB940680.255 -3-
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CERTIFICATE
Donna Swaw Deputy
I, :ai~eRuJaee8arr, duly appointed and acting Clerk of the City of Kent, Washington
(the "City"), do hereby certify that the foregoing resolution is a full, true and correct copy
of Resolution No. l3..B..6 duly adopted at a regular open meeting of the City duly noticed
and held at the regular meeting place thereof held on March 15 1994, of which meeting all
members of said City Council had due notice and at which a majority thereof was present;
and that at said meeting said resolution was adopted by the following vote:
AYES and in favor thereof Bennett, Clark, Johnson, Mann, Orr, Woods ' '
NOES, None
ABSENT, Houser
ABSTAIN, None
I further certify that I have carefully compared the same with the original resolution
on file and of record in my office; that said resolution is a full, true and correct copy of the
original resolution adopted at said meeting; and that said resolution has not been amended,
modified or rescinded since the date of its adoption, and is now in full force and effect.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official
seal of the City this 15th day of March, 1994.
Deputy City ClerkoftheCity
(SEAL)
01579-0014/SB940680.255 -4-
CITY OF KENT ECONOWC DEVELOP!vfENT CORPORATION
to
UNION BANK
Formerly, California First Bank,
as Trustee
SECOND SUPPLE!vfENT AL INDENTURE OF TRUST
DATED AS OF MARCH 1, 1994
$3,750,000
City ofKent Economic Development Corporation Floating/Fixed Rate
Industrial Development Revenue Bonds, Series 1985
(Cascade Development Company Project)
0 1226-0006/S 8940690 .I 06
SECOND SUPPLEMENTAL INDENTURE OF TRUST
This Second Supplemental Indenture of Trust, made and dated as of the first day of
March, 1994, by and between the City of Kent Economic Development Corporation (the
"Issuer"), a public corporation of the State of Washington (the "State"), acting by and through
its board of directors, having its principal office at 220 Fourth Avenue South, Kent,
Washington 98032-5895 and Union Bank, formerly, California First Bank, a banking
corporation, organized and existing under the laws of the State of California, with its principal
corporate trust office at San Francisco, California, as trustee (the "Trustee").
WITNESSETH THAT:
WHEREAS, an Indenture of Trust (the "Indenture") was previously entered into
among the Issuer, the Trustee and the Paying Agent/Registrar dated as of April 1, 1985,
pursuant to which the Issuer authorized the issuance of its Three Million Seven Hundred Fifty
Thousand Dollars principal amount nonrecourse revenue bonds designated as Floating/Fixed
Rate Industrial Development Revenue Bonds, Series 1985 (Cascade Development Company
Project) (the "Bonds"); and
WHEREAS, the Indenture permits the adoption of supplemental indentures to amend
the Indenture so long as the provisions of Section 12.03 are complied with; and
WHEREAS, the Indenture was supplemented in accordance with Section 12.03
pursuant to the terms of a First Supplemental Indenture ofTrust dated as of April 1, 1986 (the
"Supplemental Indenture") by and among the Issuer, the Trustee and the Paying
Agent/Registrar; and
WHEREAS, the Issuer has requested the Trustee to enter into a second supplemental
indenture for one of the purposes set forth in Section 12.03, namely to reduce the notice
requirement relating to the optional redemption of the Bonds from 45 days to 30 days; and
WHEREAS, the conditions precedent to the adoption of a supplemental indenture of
trust have been met;
NOW, THEREFORE, TillS SECOND SUPPLEMENTAL INDENTURE OF
TRUST WITNESSETH:
Section 1.
read as follows:
Section 4.07(C) of the Supplemental Indenture is hereby amended to
(C) Optional Redemption During Subsequent Fixed Rate Periods. During
any Fixed Rate Period beginning on or after May 1, 1991, the Bonds shall be subject to
redemption in whole or in part on any Interest Payment Date occurring during such Fixed
Rate Period by the Issuer, at the option of the Company, at redemption prices (expressed as
percentages of between one hundred percent (100%) and one hundred and three percent
(103%) of the principal amount to be redeemed as determined by the Remarketing Agent in
0 1226-0006/S 8940690 .I 06
connection with the remarketing of the Bonds) plus accrued interest to the redemption date
solely from Available Moneys, upon receipt by the Trustee no fewer than thirty_Q.Q}.forty five
~ days before such redemption date of a written direction from the Company stating that it
intends to exercise its option to prepay the payments due under the Loan Agreement in whole
or in part and thereby effect redemption of such Bonds. Upon receipt of such written
direction. the Trustee shall immediately transmit notice of redemption to the Owners of the
Bonds by facsimile in accordance with Section 4. 13 of the Indenture.
Section 2. Counterparts. This Second 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. Applicability of the Second Supplemental Indenture. Except as hereby
modified, the terms and conditions of the Second Supplemental Indenture shall remain in full
force and effect.
Section 4. Controlling Provisions. Any conflicting provisions between the
Indenture, the Supplemental Indenture and this Second Supplemental Indenture shall be
resolved in accordance with the Second Supplemental Indenture.
IN WITNESS WHEREOF, the City of Kent Economic Development Corporation has
caused this Second Supplemental Indenture of Trust to be signed in its name and behalf by the
Chairman of its Board of Directors and attested by the Secretary of its Board of Directors,
and to evidence their acceptance of the trusts hereby created, Union Bank, formerly,
California First Bank has caused these presents to be signed in its name and behalf by its duly
authorized officer, as of the date first above written.
ATTEST:
0 1226-0006/SB940690.1 06
CITY OF KENT ECONOMIC
DEVELOPl\1ENT CORPORATION
By Chai'fi?m r ~
UNION BANK
By:
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