Title
Joint resolution authorizing the execution and delivery of a First Amendment to an indenture between The County of Lake, U.S. Bank National Association, a national banking association, as successor to Firststar Bank Milwaukee, N.A. (the “Trustee”) and U.S. National Bank Association, a national banking association, as successor to Firststar bank, N.A. (the “Bondholder”).
Staff Summary
• In 1999 the Lake County Board authorized the issuance of $3,000,000 Industrial Development Revenue Bond for Montessori School of Lake Forest, the proceeds of which were used to construct and renovate a Montessori school and day care center located at 13700 W. Laurel Drive, Lake Forest, IL. 60045.
• The Bonds were purchased by U.S. Bank National Association, a national banking association, as successor to Firststar Bank, N.A. (the “Bondholder”) pursuant to the terms of that certain Financial Covenants Agreement between the Bondholder and the Borrower dated as of June 1, 1999 (the “financial Covenants Agreement”). The initial interest rate on the Bonds was fixed at 5.75% until September 14, 2009.
• The Bondholder and Borrower have agreed to amend certain provisions of the Bond, the Loan Agreement, the Bond Issuance Agreement, the Financial Covenants Agreement and other Bond Documents (as defined in the Financial Covenants Agreement) to provide that a new interest rate will be established on September 15, 2009 and will continue for a three (3) year interest rate period until September 15, 2012.
Body
WHEREAS, The County of Lake, Illinois (the "Issuer") adopted a resolution on June 8, 1999 (the "Initial Resolution") authorizing the issuance and sale of its $3,000,000 original principal amount Revenue Bond Series 1999 (Montessori School of Lake Forest Project) (the "Bond"); and
WHEREAS, the proceeds of the Bond were loaned to Montessori School of Lake Forest, an Illinois not for profit corporation (the "Borrower"), to (i) finance, refinance or obtain reimbursement for all or a portion of the costs, including capitalized interest, of acquiring, improving, constructing, renovating and equipping an expansion to its Montessori school and day care center (the "Project"), (ii) refund the Prior Bonds (as defined in the Initial Resolution) and (iii) pay certain costs incurred in connection with the issuance of the Bond; and
WHEREAS, the Borrower has requested the Issuer to amend certain provisions of (i) the Bond, (ii) the Bond Issuance Agreement dated as of June 1, 1999 between the Issuer and U.S. Bank National Association, as successor to Firstar Bank Milwaukee, N.A. (the "Trustee"), (iii) the Promissory Note of the Borrower in favor of the Issuer dated as of June 21, 1999, and (iv) the Loan Agreement dated as of June 1, 1999 between the Issuer and the Borrower, in order to provide for the change in the interest rate of the Bond and other related changes; and
WHEREAS, it is necessary and proper for the interests and convenience of the Issuer to authorize such amendments; and
WHEREAS, the Issuer has caused to be prepared and presented to this meeting the following documents, which the Issuer proposes to enter into (i) the First Amendment to Bond and First Amendment to Bond Issuance Agreement dated as of September ___, 2009 (the "First Amendment to Bond and Bond Issuance Agreement") by and among the Issuer, the Trustee and the Bondholder; and (ii) the First Amendment to Note and First Amendment to Loan Agreement dated as of September ___, 2009 (the "First Amendment to Note and Loan Agreement") by and between the Issuer and the Borrower.
NOW, THEREFORE BE IT RESOLVED BY THE COUNTY BOARD OF THE COUNTY OF LAKE, ILLINOIS, AS FOLLOWS:
Section 1. The form, terms and provisions of the proposed First Amendment to Bond and Bond Issuance Agreement and First Amendment to Note and Loan Agreement are in all respects approved, and the Chairman of the County Board (the "Chairman") and the County Clerk are hereby authorized, empowered and directed to execute, attest, seal and deliver such instruments in the name and the behalf of the Issuer. The First Amendment to Bond and Bond Issuance Agreement and First Amendment to Note and Loan Agreement are to be in substantially the respective forms thereof submitted to this meeting and hereby approved, with such changes therein as shall be approved by the officials of the Issuer executing the same, their execution thereof to constitute conclusive evidence of their approval of any and all changes or revisions therein from and after the execution and delivery of such instruments.
Section 2. The execution and delivery of the First Amendment to Bond and Bond Issuance Agreement and First Amendment to Note and Loan Agreement, as authorized in Section 1 above, are expressly conditioned upon the following:
1. Approval of the First Amendment to Bond and Bond Issuance Agreement and First Amendment to Note and Loan Agreement must be obtained from all necessary parties; and
2. The Issuer's counsel must approve final copies of the First Amendment to Bond and Bond Issuance Agreement and First Amendment to Note and Loan Agreement and all related documents at or prior to their execution and delivery.
Section 3. The Chairman of the County Board and the County Clerk of the County are hereby authorized and directed to execute and deliver and, as applicable, attest and seal, any and all documents and do any and all things deemed necessary to effect the amendments described herein, the execution and delivery of the First Amendment to Bond and Bond Issuance Agreement and First Amendment to Note and Loan Agreement, and to carry out the intent and purposes of this Resolution, including the preambles hereto. In the absence of the Chairman of the County Board or the County Clerk, any officer of the County so authorized by law may perform any of the actions required hereby in lieu of the Chairman and the County Clerk, as the case may be.
Section 4. (a) No pledge, agreement, covenant, representation, obligation or undertaking by the Issuer contained in this Resolution and no other pledge, agreement, covenant, representation, obligation or undertaking by the Issuer contained in any other document executed by the Issuer in connection with the Project or the amended Bond shall give rise to any pecuniary liability of the Issuer or charge against its general credit, or shall obligate the Issuer financially in any way except out of payments to be made by the Borrower under the Loan Agreement other than payments to be made by the Borrower pursuant to the Issuer’s unassigned rights (as described in the Loan Agreement). No failure of the Issuer to comply with any term, condition, covenant, obligation or agreement therein shall subject the Issuer to liability for any claim for damages, costs, or other financial or pecuniary charge except to the extent the same is paid by the Borrower; and no execution of any claim, demand, cause of action or judgment shall be levied upon or collected from the general credit, general funds or other property of the Issuer. The same shall be plainly stated on the face of each amended Bond.
(b) The principal of, premium, if any, and the interest on the amended Bond are special limited obligations of the Issuer. No holder or owner of the amended Bond has the right to compel any exercise of the taxing power of the Issuer, the State or any political subdivision thereof to pay the amended Bond or the interest or premium, if any, thereon. The amended Bond does not and shall never constitute or give rise to any pecuniary liability of the Issuer or a charge against its general credit or taxing powers. The amended Bond does not and shall never constitute or evidence an indebtedness of the Issuer, the State or Illinois, or any political subdivision thereof or a loan of credit thereof within the meaning of any constitutional or statutory provision. The amended Bond and all other bonds of the series of which it forms a part are issued under, and in full compliance with, the Constitution of the State of Illinois and particularly under the provisions of the Act. The same shall be plainly stated on the face of each amended Bond.
Section 5. The provisions of this Resolution are hereby declared to be separable, and if any section, phrase or provisions shall, for any reason, be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases or provisions; provided, however, that no holding of invalidity shall require the Issuer to make any payments from revenues other than the proceeds derived from the sale of the Bond issued under the Bond Issuance Agreement and the proceeds derived from the Loan Agreement (except such proceeds as may be derived from the Issuer pursuant to its unassigned rights, as described in the Loan Agreement and the Bond Issuance Agreement) or impose any personal liability on any director, member, elected or appointed officer, official, employee, attorney, or agent of the Issuer.
Section 6. All ordinances, resolutions, orders or parts thereof in conflict with the provisions of this Resolution are, to the extent of such conflict, hereby superseded.
Section 7. This Resolution shall be in full force and effect from and after its passage and approval, in accordance with law.
DATED at Waukegan, Illinois, on this day September 8, 2009.