Loading...
HomeMy WebLinkAbout18-001 HFARESOLUTION NO. 2018-01 A RESOLUTION APPROVING FIRST AMENDMENT TO TRUST INDENTURE RELATING TO $18,000,000 ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY MULTIFAMILY HOUSING REVENUE BOND (GROVE PARK APARTMENTS), SERIES 2015; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the St. Lucie County Housing Finance Authority (the "Authority") previously issued its Multifamily Housing Revenue Bond, Series 2015 (Grove Park Apartments) (the "Bond") to fund a loan to Lennard Road Partners, Ltd., a Florida limited partnership (the 'Borrower") to finance a portion of the costs of the acquisition, construction and equipping of a residential multi- family rental facility to be known as Grove Park Apartments in St. Lucie County, Florida (the "Development"); and WHEREAS, the Majority Owner of the Bond has requested that the Trust Indenture dated as of January 1, 2015 (the "Indenture") between the Authority and The Bank of New York Mellon Trust Company, N.A., as trustee (the "Trustee") be amended to allow for the distribution of the Trust Estate (as defined in the Indenture), including, but not limited to, the Financing Agreement dated as of January 1, 2015 (the "Financing Agreement") among the Authority, the Trustee and the Borrower, the Borrower's Promissory Note dated January 22, 2015 (the "Note") and that certain First Mortgage, Assignment of Rents and Security Agreement dated as of January 1, 2015 (the "Mortgage") from the Borrower to the Authority as assigned to the Trustee, in exchange for the cancellation of the Bond in full; and WHEREAS, the Authority desires to approve the forms of, and authorize the execution and delivery of a First Amendment to Trust Indenture. NOW, THEREFORE, BE IT RESOLVED BY THE ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY as follows: SECTION 1. The foregoing Recitals are incorporated herein by reference as if fully set forth herein. SECTION 2. The First Amendment to Trust Indenture (the "First Amendment"), in substantially the form attached hereto as Exhibit A (and all exhibits thereto), is hereby approved, and the Chairman, Vice -Chairman and/or Secretary or Assistant Secretary of the Authority or any other authorized officer are hereby authorized and directed to execute and deliver the First Amendment on behalf of and in the name of the Authority with such additional changes, insertions and omissions therein as may be made and approved by Bond Counsel, the County Attorney's office and the said officers of the Authority executing the same, such execution to be conclusive evidence of such approval. In granting this approval, it is the Authority's understanding that the Borrower's obligation to pay the Issuer Fee continues until the end of the Qualified Project Period as defined in the Restriction Agreement calculated based on the existing amortization schedule, which fee may be paid in a single lump sum amount equal to the present value of the Issuer Fee to be paid using the applicable federal rate or similar present value calculation. SECTION 3. The Authority hereby requests that the Trustee agree to and approve the First Amendment. SECTION 4. All prior resolutions and motions of the Authority inconsistent with the provisions of this resolution are hereby modified, supplemented and amended to conform with the provisions herein contained and except as otherwise modified, supplemented and amended hereby shall remain in full force and effect. SECTION 5. To the extent that the Chairman, Vice -Chairman and/or Secretary or Assistant Secretary of the Authority are unable for any reason to execute or deliver the documents referred to above, such documents may be executed, attested and/or delivered by any other member of the Authority, with the same effect as if executed and/or delivered by the Chairman, Vice -Chairman or Secretary. SECTION 6. The Chairman, Vice Chairman and the Secretary or Assistant Secretary and all other members of the Authority are hereby authorized and directed to (a) execute any and all certifications or other instruments, agreements, assignments, endorsement or documents required by Bond Counsel or any other document referred to above as a prerequisite or precondition to the release of the transferred land, and any representation made therein shall be deemed to be made on behalf of the Authority, and (b) to take all such actions as shall be necessary of advisable to carry out the transactions provided for in this Resolution. All action taken to date by the members of the Authority and the staff of the Authority with respect to the transfer of the land to the City is hereby approved, confirmed and ratified. SECTION 7. This resolution shall become effective immediately upon its adoption. [Remainder of page left intentionally blank] 2 ADOPTED this 19 day of June, 2018. ATTEST: J ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY 147 EXHIBIT A FORM OF FIRST AMENDMENT TO TRUST INDENTURE A-1 ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY, as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee FIRST AMENDMENT TO TRUST INDENTURE Dated as of June 2018 Relating to $18,000,000 St. Lucie County Housing Finance Authority Multifamily Housing Revenue Bonds, Series 2015 (Grove Park Apartments) FIRST AMENDMENT TO TRUST INDENTURE This FIRST AMENDMENT TO TRUST INDENTURE (the "First Amendment") dated as of June J 2018, by and between the St. Lucie County Housing Finance Authority, a public body corporate and politic (together with its permitted successors and assigns, the "Issuer"), and The Bank of New York Mellon Trust Company, N.A., a national banking association (together with its permitted successors and assigns, the "Trustee"), is amending and supplementing the Trust Indenture dated as of January 1, 2015 (the "Indenture"); The Issuer and the Trustee for the benefit of the other and for the benefit of the holder of the Issuer's Bond, as defined below, issued pursuant to the Indenture agree as follows: WHEREAS, the Issuer has previously entered into the Indenture pursuant to which the Issuer issued its Multifamily Housing Revenue Bond (Grove Park Apartments), Series 2015 (the "Bond"); and WHEREAS, Fairview Bond Holdings, L.L.C. is the sole owner of the Bond (the "Majority Owner"); and WHEREAS, the Majority Owner has requested an amendment to the Indenture to allow for a Mortgage Assignment Event (as hereinafter defined); and NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: ARTICLE I SHORT TITLE, DEFINITIONS AND AUTHORITY Section 1.01 Short Title. This First Amendment to Trust Indenture shall be known as and may be designated by the short title "First Amendment." Section 1.02. Definitions. Except as provided herein, all words and phrases defined in Article I of the Indenture shall have those same meanings for the purposes of this First Amendment and words and phrases not otherwise defined in the Indenture shall have the meanings set forth in the Preamble and Article II hereof. 1 Section 1.03. Authority. This First Amendment is entered into by the Issuer and the Trustee pursuant to the provisions of Section 9.02 of the Indenture. ARTICLE II AMENDMENTS TO INDENTURE Section 2.01. Amendment of Definitions. The follow definition is hereby added to the Indenture: "Mortgage Assignment Event" shall mean, as more fully described in Section 10.04, (a) the failure of the Issuer to prepay the Bond in full on any Mandatory Redemption Date as a result of a failure by the Borrower to prepay the outstanding amount of the Note in full on the Mandatory Redemption Date as required by the Note; (b) the failure of the Issuer to pay the Bond in full when due upon a declaration of acceleration pursuant to Section 7.02 hereof as a result of a failure by the Borrower to prepay the outstanding amount of the Note in full upon acceleration of the Note as required by the Note; (c) the failure of the Issuer to pay the Bond in full on the Maturity Date as a result of a failure by the Borrower to pay the outstanding amount of the Note in full on the Maturity Date as required by the Note; or (d) at the direction of the Majority Owner; each such failure or occurrence shall not constitute an Event of Default under this Indenture but instead shall constitute a Mortgage Assignment Event. Section 2.02. Amendment of Indenture to add Section 10.04. The following new section is added to the Indenture: Section 10.04 Mortgage Assignment Event. (a) Notwithstanding anything herein to the contrary, (i) the failure of the Issuer to prepay the Bond in full on a Mandatory Redemption Date as a result of a failure by the Borrower to prepay the outstanding amount of the Note in full on a Mandatory Redemption Date as required by the Note; (ii) the failure of the Issuer to pay the Bond in full when due upon a declaration of acceleration pursuant to Section 7.02 hereof as a result of a failure by the Borrower to prepay the outstanding amount of the Note in full upon acceleration of the Note as required by the Note; (iii) the failure of the Issuer to pay the Bond in full on the Maturity Date as a result of a failure by the Borrower to pay the outstanding amount of the Note in full on the Maturity Date as required by the Note; or (iv) at the direction of the Majority Owner; shall not constitute an Event of Default under this Indenture, but instead shall constitute a Mortgage Assignment Event. Pa (b) Upon the occurrence of a Mortgage Assignment Event, and receipt by the Trustee and the Issuer of written notice from the Majority Owner directing that the Loan Documents which evidence and/or secure the Borrower's obligation to repay the Bond and other amounts required by the Financing Agreement be assigned to the Majority Owner in accordance with and with the effect expressed in this Section 10.04, subject to the payment of the Issuer Fee due to the date of the Mortgage Assignment Event, the Compliance Monitoring Fee, or the Trustee's Fees due to the date of the Mortgage Assignment Event, as directed in writing by the Issuer, and (i) the Trustee and the Issuer shall assign outright to the Majority Owner the applicable Loan Documents to which it is a party and any and all documents relating to the Bond, free and clear of the pledge and lien of this Indenture, (ii) subject to any required application of the earnings on investments to comply with the tax covenants set forth in the Indenture and the Arbitrage Rebate Agreement and the Reserved Rights, the Trustee shall pay over or deliver to the Majority Owner all monies or securities held by it pursuant to this Indenture, (iii) the Bond shall be deemed paid, cancelled, and no longer outstanding and the Majority Owner shall cancel and discharge this Indenture and the security interests created by this Indenture (the satisfaction of the conditions described in clauses (i), (ii), and (iii) being collectively referred to as a "Mortgage Assignment"). In such event, subject to any required application of the earnings on investments to comply with the tax covenants set forth in this Indenture and the Arbitrage Rebate Agreement and the Reserved Rights, the Majority Owner shall, upon request of the Issuer, execute and deliver to the Issuer all such instruments as may be desirable to evidence the release and discharge of the covenants, agreements and other obligations of the Issuer to the Majority Owner. (c) The assignment documents to be prepared, executed, and delivered to effect the Mortgage Assignment shall be satisfactory to the Majority Owner in its reasonable discretion. In the event the Issuer or the Trustee shall fail to comply with the terms of this Section 10.04, damages shall not be an adequate remedy for the Majority Owner and therefore the agreement of the Issuer and Trustee to comply with the assignment obligations pursuant to this Section 10.04 shall be specifically enforceable by the Majority Owner. (d) The Borrower shall be responsible for the payment of all costs, fees, and expenses associated with a Mortgage Assignment Event. ARTICLE III MISCELLANEOUS Section 3.01. First Amendment Construed with Indenture. All of the provisions of this First Amendment shall be deemed to be and construed as part of the Indenture to the same extent as if fully set forth therein. 3 Section 3.02. Indenture as Supplemented to Remain in Effect. Save and except as herein amended and supplemented by this First Amendment, the Indenture shall remain in full force and effect. Section 3.03. Execution in Counterparts. This First Amendment may be executed in any number of counterparts, each of which when so executed and delivered, shall be an original; but such counterparts shall together constitute but one and the same instrument. Section 3.04. Severability. If any section, paragraph, clause or provision of this First Amendment shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, paragraph, clause or provision shall not affect any of the remaining provisions of this First Amendment. Section 3.05. Effective Date. This First Amendment shall be effective as of June 2018. Section 3.06. Governing Law. This First Amendment shall be construed in accordance with the laws of the State of Florida. [REMAINDER OF PAGE INTENTIONALLY BLANK] 4 IN WITNESS WHEREOF, the undersigned have set their hands as of the date first written above. (SEAL) Attest: Secretary ST. LUCIE COUNTY HOUSING FINANCE AUTHORITY M Chairman THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., as Trustee By: Name: Title: First Amendment to Trust Indenture S-1 ACKNOWLEDGMENT OF BORROWER Upon the occurrence of a Mortgage Assignment Event (as defined in the Indenture), the Borrower's obligations and the Majority Owner's remedies under the Financing Agreement, the Note, and other Borrower Loan Documents assigned to the Majority Owner shall continue in full force and effect. A failure of the Borrower to pay the amounts due pursuant to the Note on any date on which such payment is due shall constitute an Event of Default under the Financing Agreement and all remedies hereunder and under the other Borrower Loan Documents will be available to the Majority Owner pursuant to the terms hereof and thereof. A Mortgage Assignment Event shall not result in the termination, expiration, discharge, or release of the rights, interests, and remedies of the Issuer or the Trustee hereunder and under the other Loan Documents, except as otherwise described in Section 10.04 of the Indenture. Dated: June J 2018 LENNARD ROAD PARTNERS, LTD., a Florida limited partnership By: SAS LENNARD ROAD MANAGERS, L.L.C., a Florida limited liability company By: SOUTHERN AFFORDABLE SERVICES, INC., a Florida not-for-profit corporation, its sole member By: Name: Title: Borrower Acknowledgment to First Amendment to Trust Indenture