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HomeMy WebLinkAbout2014-OR-15GENERAL ORDINANCE #2014-0R45 ORDINANCE AUTHORIZING AND APPROVING FIRST SUPPLEMENT TO TRUST INDENTURE PURSUANT TO WHICH PRIOR CITY OF JEFFERSONVILLE, INDIANA, BONDS WERE ISSUED, AND APPROVING AND AUTHORIZING OTHER ACTIONS IN RESPECT THERETO WHEREAS, the City of Jeffersonville, Indiana, a municipal corporation and political subdivision of the State of Indiana (the "Issuer"), pursuant to Indiana Code, Title 36, Article 7, Chapters 11.9 and 12 (the "Act"), is authorized and empowered to issue bonds for the purpose of making loans to a "developer", as defined in the Act, for the financing, reimbursing or refinancing the cost of "economic development facilities," as defined in the Act; and WHEREAS, the Common Council, pursuant to General Ordinance #2000 -OR -52, approved the issuance of the City of Jeffersonville, Indiana Multifamily Housing Revenue Bonds (Armstrong Farm Apartments Project) Series 2000 (the "Bonds") on September 18, 2000; and WHEREAS, the Bonds were issued pursuant to Trust Indenture dated as of October 1, 2000 (the "Indenture"), between the City of Jeffersonville, Indiana (the "Issuer"), and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); and WHEREAS, the proceeds of the Bonds were loaned to Fore Armstrong Farm Apartments Limited Partnership, an Indiana limited partnership (the "Developer"), pursuant to a Loan Agreement dated as of October 1, 2000 (the "Loan Agreement"), between the Issuer and the Developer in order to provide financing for the acquisition, construction and equipping of the Armstrong Farm Apartments; and WHEREAS, the Developer and the Trustee desire to amend the Indenture in order to modify the timing of interest payments on the Bonds and the mandatory sinking fund redemption schedule for the Bonds (the "Proposed Amendment"); and WHEREAS, Section 9.02 of the Indenture authorizes the Issuer and the Trustee to enter into a supplemental indenture to make the Proposed Amendment and requires the Issuer to approve the Proposed Amendment; and WHEREAS, the First Supplement to Trust Indenture, between the Issuer and the Trustee (the "Supplement"), sets forth the Proposed Amendment to the Indenture, and is hereby submitted to the members of the Common Council for approval; and WHEREAS, the Common Council desires to authorize the Mayor or Clerk -Treasurer of the Issuer to take certain actions to effectuate the Supplement. NOW, THEREFORE, BE IT RESOLVED by the members of the Common Council that: Section 1. Authorization of Supplement and All Other Documents to be Executed by the Issuer. The Common Council hereby authorizes and approves the Supplement in substantially the form submitted on the date of this meeting. The Mayor and Clerk -Treasurer of the Issuer (the "Authorized Signatories"), are hereby authorized and directed to execute, acknowledge and deliver in the name and on behalf of the Issuer, the Supplement in substantially the form submitted to the Common Council, with such changes therein as such Authorized Signatories, with the advice of counsel, may approve and determine to be advisable and in the best interests of the Issuer, and in conformance with this Ordinance, as conclusively evidenced by the execution thereof. Section 2. General. The Authorized Signatories, or any of them, are hereby authorized and directed, in the name of and on behalf of the Issuer, to execute any and all instruments, documents and certificates, perform any and all acts, approve any and all matters, and do any and all things deemed by them to be necessary or desirable in order to carry out the purposes of this Ordinance (including the preambles hereto) and the Supplement. Section 3. Invalidity. If any section, paragraph, clause or provision of this Ordinance shall be ruled by any court of competent jurisdiction to be invalid, the invalidity of such section, paragraph, clause or provision shall not affect any of the remaining sections, paragraphs, clauses or provisions. Section 4. Conflicts. All ordinances, resolutions and orders, or parts thereof, in conflict with the provisions of this Ordinance, are, to the extent of such conflict, hereby repealed. Section 5. Effect on the Indenture. The Supplement shall provide that except as provided therein, all terms and conditions of the Indenture shall remain in full force and effect. Section 6. Effective Date. This Ordinance shall be in full force and effect immediately upon its passage. Duly adopted by a vote of the Common Council on this day of April, 2014. VOTED FOR: VOTE P AGAINST: 2 VOTED AGAINST: Passed and adopted by the Common Council of the City of Jeffersonville, Clark County, Indiana on this a I day of (f , 20 Vi . Vicki Conlin, Clerk ennis Julius. C ennis Julius, C cil President and Presiding Offi Presented by me as Clerk to the Mayor of said City ofersonvill ' this a2 day , 20 1 ----at ff Vicki Conlin, Clerk (hoor-t_ This Ordinance approved and signed by me this day of 20 at m. FIRST SUPPLEMENT TO TRUST INDENTURE THIS FIRST SUPPLEMENT TO TRUST INDENTURE (the "First Supplement") is made and entered into as of April 1, 2014 between the CITY OF JEFFERSONVILLE, INDIANA, a municipal corporation and political subdivision of the State of Indiana (the "Issuer"), and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., a national banking association duly organized and existing under the laws of the United States of America, as successor trustee to the Original Trustee (the "Trustee"). RECITALS: WHEREAS, the Issuer previously issued its Multifamily Housing Revenue Bonds (Armstrong Farm Apartments Project) Series 2000 in the original aggregate principal amount of $8,246,000 (the "Bonds") pursuant to a Trust Indenture dated as of October 1, 2000 between the Issuer and Bank One Trust Company, N.A. (the "Original Trustee") (the "Original Indenture" and, together with this First Supplement, the "Indenture"). Capitalized terms not otherwise defined herein have the meanings set forth in the Indenture; and WHEREAS, in order to stabilize the performance of the Project, Fore Armstrong Farm Apartments Limited Partnership (the "Borrower"), the Trustee and Centerline Mortgage Capital Inc. (as Servicer for Federal Home Loan Mortgage Corporation (the Owner of all Outstanding Bonds)) entered into a Forbearance Agreement dated September, 2012 (the "Forbearance Agreement); and WHEREAS, the Forbearance Agreement provides that the monthly principal and interest payments due under the Loan Agreement with respect to the Bonds will be reduced during the period commencing October 1, 2012 to and including March 31, 2014 (the "Deferral Period"); and WHEREAS, the Borrower and the Owner have requested the Issuer and the Trustee execute this First Supplement to modify the timing of interest payments on the Bonds and the mandatory sinking fund redemption schedule for the Bonds as set forth in Exhibit A hereto; and WHEREAS, pursuant to Section 9.02 of the Indenture, the Indenture may be amended for the purpose of extending the maturity date of the principal of or the interest on any Bond only with the consent of the Owners of all of the Bonds Outstanding; and WHEREAS, all things necessary to make this First Supplement a valid agreement of the Issuer and the Trustee in accordance with its terms have been done, and the execution and delivery hereof have been in all respects duly authorized by the Issuer and the Trustee; NOW, THEREFORE, in consideration of the foregoing and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Issuer and the Trustee hereby amend the Indenture as follows: DMWEST #10631649 v4 1. Exhibit B to the Indenture is hereby amended by replacing the Mandatory Sinking Fund Redemption Schedule set forth therein with the revised Mandatory Sinking Fund Redemption Schedule set forth in Exhibit A to this First Supplement. 2. Interest on the Bonds shall accrue and be payable as set forth in Section 3.06 of the Indenture except that during the Deferral Period interest shall be payable in the amount of $39,068.56 per month and accrued and unpaid interest related to the Deferral Period in the amount of $65,865.56 shall be payable on the earlier of (i) October 1, 2017 or (ii) redemption in full of the Bonds (with no compounding of interest on such amount) all as set forth in Exhibit A to this First Supplement. 3. Except as otherwise specifically amended herein, the Indenture shall remain unchanged and in full force and effect. 4. This First Supplement is authorized, executed and delivered pursuant to the provisions of Section 9.02 of the Indenture and all requirements for the execution and delivery of this First Supplement have been satisfied. 5. This First Supplement shall be effective from and after April 1, 2014 (the "Effective Date"). 6. Provided that no default or Event of Default occurred hereunder or under the Indenture during the Deferral Period other than as contemplated by the Forbearance Agreement, the Trustee, the Owner and the Servicer shall forbear from (i) enforcing any of the remedies to accelerate the principal amount of the Bonds, (ii) declaring all of the unpaid indebtedness under the Loan Agreement, the Note and the related documents to be due and payable immediately and to advertise to foreclose, or(iii) to take any other actions to foreclose upon the Mortgage. 7. This First Supplement may be executed by the parties hereto in any number of counterparts, each of which, when so executed and delivered, shall for all purposes be deemed an original, and all such counterparts shall together constitute but one and the same document. DMWEST #10631649 v4 2 IN WITNESS WHEREOF', the Issuer and the Trustee have caused this First Supplement to be duly executed as of the day and year first above written. By: Name: Vicki Conlin Title: City Clerk CITY OF JEFFERSONVILLE, INDIANA By: Name: Michael Moore Title: Mayor (Signature Page to Preserve at Armstrong Farm Supplement to Indenture) S-1 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Its: (Signature Page to Preserve at Armstrong Farm Supplement to Indenture) S-2 CONSENT TO FIRST SUPPLEMENT TO TRUST INDENTURE Centerline Mortgage Capital Inc. hereby consents to this First Supplement and certifies that it is the Servicer for Federal Home Loan Mortgage Corporation, the Owner of all Bonds Outstanding. CENTERLINE MORTGAGE CAPITAL INC., as Servicer By: Its: (Signature Page to Preserve at Armstrong Farm Supplement to Indenture) S-3 CONSENT TO FIRST SUPPLEMENT TO TRUST INDENTURE Federal Home Loan Mortgage Corporation hereby consents to this First Supplement and certifies that it is the Owner of all Bonds Outstanding. FEDERAL HOME LOAN MORTGAGE CORPORATION, as Owner of the Bonds By: Its: (Signature Page to Preserve at Armstrong Farm Supplement to Indenture) S-4 The undersigned Borrower hereby consents to this First Supplement. FORE ARMSTRONG FARM APARTMENTS LIMITED PARTNERSHIP, an Indiana limited partnership By: Fore Armstrong Apartments LLC, its general partner President (Signature Page to Preserve at Armstrong Farm Supplement to Indenture) S-5 DMWEST #10631649 v4 EXHIBIT A Amended Bond Sinking Fund Redemption Schedule A-1