Loading...
HomeMy WebLinkAboutC.054.93008_1914acquiring certain capital equipment for use in or in connection with the Hospital facilities (collectively, the "Project"), (ii) paying a portion of the interest accruiea on the Bonds and a MIA portion of the credit enhancement fees to First Union National Bank of North Carolina (the "Bank") accruing with respect to the Bonds during the acquisition period of the Project, and (iii) payina certain expenses incurred in connection with the authorization and issuance of the Bonds; and WHEREAS, in consideration of the Commission's assistance in financing, among other things, the Pro, Ject and its issuance of the Bonds, it is proposed that the Corporation and the County will enter into a Loan Agreement (hereinafter defined) with the Commission pursuant to which the Commission will lend a portion of the proceeds of the Bonds to the Corporation and the County, provided, however that purusant to the terms of the Loan Agreement, the County's obligation to repay the loan made by the Commission shall be limited to revenues of the Hospital (as defined in the Loan Agree- ment), or any Hospital facility owned by the County replacing the Hospital, whether in whole or in part and whether or not located on the Hospital Site (as defined in the Loan Agreement): and WHEREAS, the Bank has indicated its intent to issue a Letter of Credit (hereinafter defined) on behalf of the Corporation and the County in an amount not to exceed $5,135,617.00 to secure the Corporation's and the County's obligations to the Commission under the Loan Agreement; and WHEREAS, in consideration of the issuance of the Letter of Credit by the Bank, it is proposed that the Corporation and the County will enter into a Reimbursement Agreement (hereinafter defined) with the Bank in which the Corporation and the County will agree to repay the Bank for amounts drawn on the Letter of Credit as well as to pay certain fees in connection with such draws, provided, however that pursuant to the terms of the Reimbursement Agreement, the County's obligation to make payments under the Reimbursement Agreement shall be limited to revenues of the Hospital, or any hospital facility owned by the County replacing the Hospital, whether in whole or in part and whether or not located on the Hospital Site, and it is further proposed that the Corporation will pledge as collateral to the Bank, a first lien security interest in the equipment being financed with the loan of a portion of the proceeds of the Bonds from the Commission to the corporation and ... the County; and WHEREAS, there have been presented at this meeting the following draft copies of documents and instruments relating to the insurance of the Bonds and the Letter of Credit: (a) a Loan Agreement, to be dated as of June 1, 1991 (the "Loan Agreement"), by and between the Corporation, the County and the Commission; and (b) a Contract of Purchase, to be dated June 17, 1991 (the "Contract of Purchase", by and among the Local Government Commission of North Carolina, the Commission, and The First Boston Corporation; and (c) the Letter of Representation, to be dated June 17, 1991 by the Corporation and the County and approved by The First Boston Corporation and the Letter of Representation, to be dated June 17, 1991 by the Corporation and the County and approved by the Commission and the Local Government Commission of North Carolina (collectively, the "Letters of Representation"), and (d) A Trust Agreement, to be dated as of June 1, 1991 (the "Trust Agreement"), by and between the Commission and Wachovia Bank of North Carolina, N.A., as bond trustee (the "Bond Trustee"), the provisions of which relate to the issuance of and security for the Bonds; and (e) the Preliminary Official Statement of the Commission, (the "Preliminary Official State- ment"), relating to the Bonds; and (f) the Reimbursement Agreement, to be dated as of June 1, 1991 (the "Reimbursement Agree- ment"), by and between the Corporation, the County and the Bank, and its attachments, including the Irrevocable Letter of Credit (the "Letter of Credit") and Schedule I containing additional covenants and financial terms in connection with the Reimbursement Agreement ("Schedule I"); and E WHEREAS, this Board of County Commissioners has determined in good faith that it is in the best interest of the County to participate in the Commission's Pooled Financing Project and to take such actions as may be necessary in connection therewith; NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of the County of Iredell, North Carolina: Section 1. The form, terms and provisions of the Loan Agreement are hereby approved and authorized in all respects, and the Chairman or the Vice Chairman and the Clerk or the Assistant Clerk of the Board of County Commissioners are hereby authorized and directed to execute and deliver the Loan Agreement in substantially the form presented to this meeting, together with such changes not inconsistent with the general tenor of said document as they, with the advice of counsel, may deem necessary and appropriate; such execution and delivery shall be conclusive evidence of the authorization and approval thereof by the County. Section 2. The form, terms and provisiors of the Contract of Purchase are hereby approved and authorized in all respects, in substantially the form presented at this meeting, together with such changes not inconsistent with the general terms of said document as the Chairman or Vice Chairman of the Board of County Commissioners, with the advice of counsel, may deem necessary and appropriate; and the execution and delivery of the Letters of Representation pursuant to Section 3 of this Resolution shall be conslusive evidence of the approval of the contract of Purchase by the County. Section 3. The forms, terms and provisions of the Letters of Representation are hereby ap- proved and authorized in all respects, and the Chairman or the Vice Chairman and the Clerk or the Assistant Clerk of the Board of County Commissioners are hereby authorized and directed to execute and deliver the Letters of Representation in substantially the form presented to this meeting, together with such changes not inconsistent with the general tenor of said documents as they, with the advice of counsel, may deem necessary and appropriate; such execution and delivery shall be