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HomeMy WebLinkAboutAuthorizing $2,500,000 Economic Development Revenue Bonds MMOB LTD ProjectORDINANCE No. 7129 -82 Passed by the Common Council of the City of South Bend, Indiana November 8, 19 82 /f✓ ENE K. GAMMON 0 A Presented by me to the Mayor of the City of South Bend, November E- l� !sue Clerk of Common Council IRENE K. GAMMON Approved and signed by me Clerk ORDINANCE NO. 710-AN AN ORDINANCE AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENTAL LOAN AGREEMENT AND A SUPPLEMENTAL INDENTURE OF TRUST WITH REGARD TO THE CITY OF SOUTH BEND, INDIANA, $2,500,000 ECONOMIC DEVELOPMENT REVENUE BONDS, SERIES A (MMOB, LTD. PROJECT); APPROVING THE CONVEYANCE OF THE PROJECT FINANCED OUT OF THE PROCEEDS OF THE SALE OF SAID BONDS TO MEMORIAL MEDICAL PLAZA, LTD.; APPROVING THE ASSIGNMENT OF THE ORIGINAL LOAN AGREEMENT, SERIES A NOTE AND MORTGAGE BY MMOB, LTD. TO MEMORIAL MEDICAL PLAZA, LTD., AND RELATED MATTERS. STATEMENT OF PURPOSE OF INTENT The City of South Bend, Indiana (the "Issuer ") is a municipal corporation and political subdivision of the State of Indiana and by virtue of I.C. 36 -7 -12 (formerly I.C. 18- 6 -4.5), as amended and supplemented (the "Act "), is authorized and empowered to adopt this ordinance (the "Supplemental Bond Ordinance ") and to carry out its provisions. Pursuant to that certain Indenture of Trust dated as of June 1, 1978 (the "Original Indenture ") between the Issuer and The National Bank and Trust Company of South Bend, as Trustee (the "Trustee "), the Issuer has issued $2,500,000 in aggregate principal amount of its Economic Development Revenue Bonds, Series A (MMOB, Ltd. Project) (the "Series A Bonds "). The proceeds of the sale of the Series A Bonds were lent to MMOB, Ltd. (the "Partnership ") pursuant to that certain Loan Agreement dated as of June 1, 1978 (the "Original Loan Agreement ") between the Issuer and the Partnership for the purpose of financing the acquisition and construction of certain economic development facilities (the "Project "), and to evidence the Partnership's obligation to repay the loan the Partnership executed and delivered to the Trustee on behalf of the Issuer that certain Series A Note (the "Series A Note "). The partners of the Partnership and Memorial Medical Plaza, Ltd., a limited partnership created and organized under the laws of the State of Indiana (the "Successor Parthership") have entered into assignments (the "Assignment ") pursuant to which said partners have assigned all of their right, title and interest in and to the Ground Lease Agreement (as defined in the Original Loan Agreement), the Project, and the leases of tenants occupying the Project (the "Leases ") and the Successor Partnership has assumed the obligations of the Partnership under the Ground Lease Agreement, the Leases, the Original Loan Agreement, the Original Indenture, the Series A Note, and the Mortgage (identified in the Original Loan Agreement) (all listed documents referred to hereafter as the "Original Loan Documents "). The Trustee and the holders of not less than 66 2/30 of principal amount of the outstanding Series A Bonds have approved in writing the Assignment and the conveyance of the Project from the Partnership to the Successor Partnership pursuant to and in accordance with Sections 1102 and 1202 of the Original Indenture. The Successor Partnership may desire, in the future, to convey the Project to Memorial Hospital of South Bend, a not - for- profit corporation created and organized under the laws of the State of Indiana, lessor under the Ground Lease Agreement ( "Memorial Hospital ") or to Memorial Health Properties, Inc., an Indiana not - for - profit corporation and general partner of the Successor Partnership ( "Memorial Health Properties "). It is necessary that the Original Loan Agreement and the Original Indenture be supplemented in order to permit the above described conveyance and the Assignment. In accordance with the provisions of I.C. 36- 1 -5 -4, two (2) copies of a Supplemental Loan Agreement (the "Supplemental Loan Agreement ") and a Supplemental Indenture of Trust (the "Supplemental Indenture ") are on file in the Office of the Clerk for public inspection. - 2 - The holders of not less than 66 2/370 of principal amount outstanding of the Series A Bonds have approved in writing the Supplemental Loan Agreement and Supplemental Indenture. It is necessary that the Issuer approve the Assignment. NOW, THEREFORE, BE IT ORDAINED BY THE COMMON COUNCIL OF THE CITY OF SOUTH BEND, INDIANA, AS FOLLOWS: Section 1. Approval of the Conveyance and Assignment. Notwithstanding any provisions in Sections 5.1 and 7.5 of the Original Loan Agreement to the contrary, the Common Council hereby approves, authorizes and ratifies the conveyance of the Project by the Partnership to the Successor Partnership. The Common Council further approves, authorizes and ratifies the Assignment, by which the partners of the Partnership assigned, and the Successor Partnership assumed all of the Partnership's obligations and liabilities under the Original Loan Documents. Section 2. Supplemental Loan Agreement. In order to supplement and amend the Original Loan Agreement, to provide for the assumption by the Successor Partnership of the obligations and liabilities of the Partnership under the Original Loan Agreement and the Series A Note, to provide for the conveyance of the Project, notwithstanding any provision in Section 5.1 and 7.5 of the Original Loan Agreement to the contrary, and to provide for the payment by the Successor Partnership of an amount sufficient to pay the principal of, and premium, if any, and interest on the Series A Bonds, the Mayor and City Clerk shall execute, acknowledge and deliver in the name and on behalf of the Issuer a Supplemental Loan Agreement in substantially the form submitted to this Common Council, which Supplemental Loan Agreement is hereby approved in all respects. Section 3. Supplemental Indenture. In order to supplement and amend the Original Indenture, in order that it may reflect - 3 - the conveyance of the Project and the assignment by the Partnership to the Successor Partnership of its obligations and liabilities under the Original Loan Documents, and to confirm the exemption of the conveyance of the Project to the Successor Partnership from provisions in the Original Indenture requiring redemption of the Series A Bonds in the event of a sale of the Project, the Mayor and the City Clerk shall execute, acknowledge and deliver, in the name and behalf of the Issuer, the Supplemental Indenture, in substantially the form submitted to this Common Council, which Supplemental Indenture is hereby approved in all respects. Section 4. Future Conveyance of the Project. Nothing in this Supplemental Bond Ordinance nor in Sections 5.1, 7.4 or 7.5 of the Original Loan Agreement shall be deemed to prohibit the sale or conveyance of the Project by the Successor Partnership to Meorial Hospital or to Memorial Health Properties, Inc., and the assignment by the Successor Partnership and assumption by Memorial Hospital or Memorial Health Properties, Inc. of all obligations and liabilities of the Successor Partnership under the Original Loan Documents, as amended and supplemented by the Supplemental Loan Agreement and Supplemental Indenture; said sale or conveyance, and assignment and assumption are hereby authorized, and no further approval by the Issuer shall be necessary. Section 5. General. The Mayor and City Clerk be and they are each hereby authorized and directed, in the name and on behalf of the Issuer, to execute any and all instruments, perform any and all acts, approve any and all matters, and do any and all things deemed by them, or any of them, to be necessary or desirable in order to carry out the purposes of - 4 - this Supplemental Bond Ordinance (including the preambles hereto), the conveyance of the Project by the Partnership to the Successor Partnership of all of its obligations and liabilities under the original Loan Documents. Section 6. Effective Date. This Supplemental Bond Ordinance shall be in full force and effect immediately upon its adoption by the Common Council and approval by the Mayor. 2nd RcAT'21':G NOT APPROVED REFERRED - 5 - PASSED 8-a� ,dill FILED IN CLEWS OFFICE NOV 3 1982 Irene Gammon CITY CLERK, S001H BEND, IND. VOOR, ALLEN, FEDDER, HERENDEEN 8 KOWALS November 3, 1982 Members of the South Bend Common Council County -City Building South Bend, IN 46601 Re: Memorial Medical Plaza, Ltd Dear Councilmen: - Proposed Ordinance AREA CODE 219 234 -6061 OF COUNSEL: WILLIAM O. JACKSON GUY H. McMICHAEL On June 12, 1978, this Council passed Ordinance No. 6379 -78, approving the financing documents and the issuance of $2,500,000.00 of revenue bonds for MMOB, Ltd., to finance the cost of acquiring and constructing the economic development facility located adjacent to Memorial Hospital of South Bend, South Bend, Indiana. The economic development project in the form of the office building was completed and is in full operation this date. This ordinance is to approve the conveyance of the constructed project to Memorial Medical Plaza, Ltd., and the conveyance is done wit the consent of and the approval of the existing bondholders. ram FILED IN CLEWS OFFICE N ii. / : 1982 Irene Gammon (QTY UEBN, SDUTN BEND, IND. ATTORNEYS 8 COUNSELORS AT LAW WILLIAM E. VOOR LLOYD M. ALLEN 300 FIRST BANK BUILDING KENNETH F. FEDDER SOUTH BEND, INDIANA 46601 GEORGE E.HERENDEEN ANTHONY D. KOWAIS LARRY L. AMBLER FRED R.HAINS DAVID M. McTIGUE November 3, 1982 Members of the South Bend Common Council County -City Building South Bend, IN 46601 Re: Memorial Medical Plaza, Ltd Dear Councilmen: - Proposed Ordinance AREA CODE 219 234 -6061 OF COUNSEL: WILLIAM O. JACKSON GUY H. McMICHAEL On June 12, 1978, this Council passed Ordinance No. 6379 -78, approving the financing documents and the issuance of $2,500,000.00 of revenue bonds for MMOB, Ltd., to finance the cost of acquiring and constructing the economic development facility located adjacent to Memorial Hospital of South Bend, South Bend, Indiana. The economic development project in the form of the office building was completed and is in full operation this date. This ordinance is to approve the conveyance of the constructed project to Memorial Medical Plaza, Ltd., and the conveyance is done wit the consent of and the approval of the existing bondholders. ram FILED IN CLEWS OFFICE N ii. / : 1982 Irene Gammon (QTY UEBN, SDUTN BEND, IND.