HomeMy WebLinkAboutResolution No. 443-09 RESOLUTION NO. 1113.09
RESOLUTION AUTHORIZING THE AMENDMENT OF
CERTAIN TERMS OF THE SERIES 2008 BONDS ISSUED
ON BEHALF OF MAYO CLINIC AND AUTHORIZING
THE EXECUTION OF DOCUMENTS
BE IT RESOLVED by the Common Council of the City of Rochester, Minnesota
(the "City"), as follows:
Section 1. Recitals and Findings
1.1 The City has previously issued, on behalf of Mayo Clinic, a Minnesota nonprofit
corporation(the "Clinic") its Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008D
and its Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008E (the"Bonds")
pursuant to Minnesota Statutes, Sections 469.152 to 469.165 and a Trust Indenture dated as of
December 1, 1987, as amended, including by a Fourteenth Supplemental Trust Indenture dated
as of April 1, 2008 (together, the "Indenture")between the City and Wells Fargo Bank, National
Association, as trustee (the "Trustee").
1.2 The functions of the Market Agent, as defined in the Indenture, for the Bonds now.
being carried out by Wells Fargo Brokerage Services, LLC ("Wells Fargo") are being assigned
to Wachovia Bank,National Association("Wachovia"), effective as of November 6, 2009,
pursuant to an Assignment, Assumption and Amendment Agreement by and between Wells
Fargo, Wachovia and the Clinic.
1.3 In conjunction with such assignment, the Remarketing Agent has requested that
the City and the Trustee enter into an amendment to the Indenture (the "Indenture Amendment"),
a draft of which has been made available to the Council prior to this meeting and which has been
reviewed to the extent deemed necessary.
Section 2. Approval of Documentation
2.1 The Indenture Amendment is hereby made a part of this Resolution as fully as
though set forth in full herein and is hereby approved in the form submitted to this meeting, and
the Mayor and City Clerk are hereby authorized and directed to execute, acknowledge and
deliver the Indenture Amendment on behalf of the City with such changes, insertions and
omissions as do not change the substance of the Indenture Amendment and as may be approved
by such officers, such approval to be evidenced conclusively by their execution of the Indenture
Amendment.
2.2 In the absence or disability of the Mayor or City Clerk, the Acting Mayor or City
Clerk or other officer may execute such instrument. The execution of any instrument by an
officer of the City shall be conclusive evidence of its approval.
Section 3. Effective Date
• 3.1 This Resolution shall be effective immediately upon its adoption.
i
• Adopted by the Common Council of the City of Rochester, Minnesota, this 19th day of
October, 2009.
President of the Common Council
i
Attest
City Clerk
Approved the day of October, 2009.
Mayor
2
•
FIRST SUPPLEMENT TO FOURTEENTH SUPPLEMENTAL TRUST INDENTURE
Dated as of October 1, 2009
Between
CITY OF ROCHESTER, MINNESOTA
and
• WELLS FARGO BANK,NATIONAL ASSOCIATION,
as Trustee
Health Care Facilities Revenue Bonds
(Mayo Clinic)
Series 2008
This instrument drafted by:
Dorsey& Whitney LLP
Suite 1500
50 South Sixth Street
Minneapolis, Minnesota 55402-1498
•
• FIRST SUPPLEMENT TO FOURTEENTH SUPPLEMENTAL TRUST INDENTURE
This FIRST SUPPLEMENT TO FOURTEENTH SUPPLEMENTAL TRUST
INDENTURE (the"First Supplement"), dated as of October 1, 2009, is made by and between the
CITY OF ROCHESTER, a Minnesota municipal corporation (the "Issuer"), and WELLS
FARGO BANK,NATIONAL ASSOCIATION, a national banking association organized and
existing under the laws of the United States (the "Trustee");
WITNESSETH:
WHEREAS, at the request of Mayo Clinic, a Minnesota nonprofit corporation (the
"Corporation"), the Issuer has issued its Health Care Facilities Revenue Bonds (Mayo Clinic),
Series 2008D (the "Series 2008D Bonds"), in the aggregate principal amount of$60,000,000 and
its Health Care Facilities Revenue Bonds (Mayo Clinic), Series 2008E (the "Series 2008E
Bonds"), in the aggregate principal amount of $70,000,000 pursuant to that certain Fourteenth
Supplemental Trust Indenture dated as of April 1, 2008 (the "Fourteenth Supplemental
Indenture"), between the Issuer and the Trustee; and
WHEREAS, the Corporation entered into a Remarketing Agreement in connection with
the Series 2008D Bonds (the "Series 2008D Remarketing Agreement") dated as of March 30,
2009, with Wells Fargo Brokerage Services, LLC ("Wells Fargo"), and Banc of America
Securities LLC, as remarketing agents (collectively, the "Remarketing Agents"), and a
Remarketing Agreement in connection with the Series 2008E Bonds (the "Series 2008E
• Remarketing Agreement") dated as of March 30, 2009, with the Remarketing Agents; and
WHEREAS, remarketing activities currently carried out by Wells Fargo under the Series
2008D Remarketing Agreement and the Series 2008E Remarketing Agreement are being
transferred to an affiliate as a result of the merger and reorganization of Wells Fargo and its
affiliates with Wachovia Bank,National Association("Wachovia") and its affiliates pursuant to
an Assignment, Assumption and Amendment Agreement by and between Wells Fargo,
Wachovia and the Corporation; and
WHEREAS, to change the qualifications of the Remarketing Agents under the Fourteenth
Supplemental Indenture, the parties have determined to enter into this First Supplement to the
Fourteenth Supplemental Indenture, pursuant to Section 7.1(i) of the Trust Indenture dated as of
December 1, 1987, between the Issuer and the Trustee, as amended from time to time, including
by the Fourteenth Supplemental Indenture;
NOW, THEREFORE, the Fourteenth Supplemental Indenture is hereby amended as
follows:
Section 1.01. Amendment of Section 2.23 of the Fourteenth Supplemental Indenture.
Section 2.23(a) of the Fourteenth Supplemental Indenture is hereby amended and restated to read
as follows:
(a) Market Agent. Each Market Agent shall be a commercial bank, national
• banking association or trust company or a member of the National Association of
Securities Dealers, having a combined capital stock, surplus and undivided profits of at
• least$15,000,000 and authorized by law to perform all the duties imposed upon it by this
Supplemental Indenture and the Remarketing Agreement. A Market Agent may resign
and be discharged of the duties and obligations created by this Supplemental Indenture by
giving seven days' written notice to the Clinic, the Trustee, the Tender Agent, the Rating
Agency and the Liquidity Facility Provider. Such resignation shall take effect on the 7th
day after the receipt by the Clinic of the notice of resignation. A Market Agent may be
removed at any time on seven days' prior written notice, by an instrument signed by the
Clinic and delivered to such Market Agent, the Trustee, the Issuer, the Rating Agency
and the Tender Agent.
Section 1.02. Effect of First Supplement. Except to the extent specifically amended
hereby, the Fourteenth Supplemental Indenture shall remain in full force and effect from and
after the date hereof. The Fourteenth Supplemental Indenture, as amended hereby, shall
hereafter be construed to be one and same instrument.
Section 1.03. Counterparts. This First Supplement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
[The balance of this page is intentionally left blank.]
i
2
• IN WITNESS WHEREOF, each of the Issuer and the Trustee have caused this First
Supplement to be executed and delivered as a sealed instrument in its name and behalf by its
authorized officer or authorized agent,all as of the date appearing on page 1.
CITY OF ROCHESTER, MINNESOTA
Attest:
By
City Clerk Mayor
i
[Signature Page to First Supplement to Fourteenth Supplemental Indenture dated as of
October 1, 2009, by and between the City of Rochester and
Wells Fargo Bank,National Association, as Trustee]
3
• WELLS FARGO BANK,NATIONAL
ASSOCIATION, as Trustee
By:
Title: Authorized Signatory
[Signature Page to First Supplement to Fourteenth Supplemental Indenture dated as of
October 1, 2009, by and between the City of Rochester and
Wells Fargo Bank,National Association, as Trustee]
4
4822-7292-5188\1
I