HomeMy WebLinkAboutRes 2022-11-1314 Authorizing First Amendment to Loan Agreement of the Multifamily Housing Revenue BondsRESOLUTION NO. 20 2c2 — ) 1— 1314
RESOLUTION AUTHORIZING THE FIRST AMENDMENT TO LOAN AGREEMENT
OF THE MULTIFAMILY HOUSING REVENUE BONDS (PALLADIUM EAST FOSTER
CROSSING) SERIES 2022; APPROVING AND AUTHORIZING THE EXECUTION AND
DELIVERY OF RELATED DOCUMENTS; AUTHORIZING REPRESENTATIVES OF
THE ANNA PUBLIC FACILITY CORPORATION TO EXECUTE DOCUMENTS; AND
APPROVING RELATED MATTERS
WHEREAS, Anna Public Facility Corporation (the "Issuer") has been duly created and
organized by action of the City of Anna, Texas (the "Sponsoring Governmental Unit") under the
provisions of Chapter 303, Texas Local Government Code, as amended (the "Act"), for the purpose
of providing a means of financing the costs of residential ownership and development that will
provide decent, safe and sanitary housing for persons of low and moderate income at prices they
can afford; and
WHEREAS, the Act authorizes the Issuer to issue bonds to defray, in whole or in part, the
development costs of a residential development; and
WHEREAS, the Board of Directors of the Issuer (the "Board") authorized the issuance of
the Issuer's Multifamily Housing Revenue Bonds (Palladium East Foster Crossing) Series 2022
(the "Bonds"), in one or more series in accordance with the terms of a Trust Indenture (the
"Indenture") by and among the Issuer and the Trustee named in the Indenture (the "Trustee"), to
obtain funds to finance the Project (defined below); and
WHEREAS, the Issuer and the Palladium East Foster Crossing, Ltd. (the "Borrower")
wish to execute and deliver a First Amendment to Loan Agreement (the "First Amendment to Loan
Agreement") in which the Issuer will agree to lend funds to the Borrower to enable the Borrower
to finance the Project; and
WHEREAS, terms not defined herein shall have the meanings set forth in the Loan Agreement;
and
NOW THEREFORE, BE IT RESOLVED BY THE BOARD OF THE ANNA
PUBLIC FACILITY CORPORATION:
Section 1.1 - Approval, Execution and Delivery of the First Amendment to Loan
Agreement. The form and substance of the First Amendment of Loan Agreement is approved in
substantially final form, with such changes therein as may be approved by the authorized
representatives of the Issuer named in this Resolution at the time of execution and delivery thereof,
and the authorized representatives of the Issuer named in this Resolution each are authorized to
execute and attest (if required) the First Amendment to Loan Agreement.
Section 1.4 - Execution and Delivery of Other Documents. The authorized
representatives of the Issuer named in this Resolution each are authorized to execute, attest to, and
to affix the Issuer's seal to such other agreements, commitments, assignments, bonds, certificates,
contracts, documents, instruments, releases, financing statements, letters of instruction, notices of
acceptance, written requests and other papers as may be necessary or convenient to carry out or
assist in carrying out the purposes of this Resolution.
Section 1.5 - Exhibits Incorporated Herein. That all of the terms and provisions of each
of the documents listed below as an exhibit shall be and are hereby incorporated into and made a
part of this Resolution for all purposes:
Exhibit A — First Amendment to Loan Agreement
Section 1.6 - Power to Revise Form of Documents. The authorized representatives of
the Issuer named in this Resolution each are authorized to approve such revisions in the form of
the document attached hereto as may be acceptable to such authorized representative or authorized
representatives, following consultation with McCall, Parkhurst & Horton L.L.P., Bond Counsel to
the Issuer, with such approval to be evidenced by the execution of such documents by the
authorized representatives of the Issuer named in this Resolution.
Section 1.7 - Authorized Representatives. The President, Vice President and Secretary
each is hereby named as an authorized representative of the Issuer, acting alone, for purposes of
executing, attesting, affixing the Issuer's seal to, and delivering the documents and instruments
referred to herein.
Section 1.8 - Meeting. The meeting at which this Resolution was adopted was held on
iUovtm6e, 3- 2022 and a quorum was present. Such meeting was held in accordance with the
requirements of applicable law and Issuer's bylaws.
PASSED by the Public Facility Corporation of the City of Anna, Texas, on this a-Z day of
Nn U . , 2022.
ATTEST:
Carrie L.
2
II, Anna PFC President
FIRST AMENDMENT TO
LOAN AGREEMENT — PALLADIUM EAST FOSTER, LTD.
THIS FIRST AMENDMENT TO LOAN AGREEMENT (the "First Amendment") is entered into effective
as of I I by and among of PALLADIUM EAST FOSTER CROSSING, LTD., a Texas limited
partnership the " orrower"), ANNA PUBLIC FACILITY CORPORATION, a public facilities corporation organized
under the laws of the State of Texas ("Issuer'), and CEDAR RAPIDS BANK AND TRUST COMPANY, an Iowa
state -chartered banking corporation ("Purchaser").
WHEREAS, pursuant to that certain Loan Agreement by and between Borrower, Issuer, and Purchaser, dated
as of June 1, 2022, (as the same maybe modified, supplemented, amended, or restated, the "Loan Agreement % Issuer
made the Loan available to Borrower as more particularly described in the Loan Agreement;
WHEREAS, the Loan encumbers that certain property located at the legal description described on Exhibit
A attached hereto (the "Property');
WHEREAS, Borrower requested, and Issuer and Purchaser have agreed to modify the Loan
Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth
herein and for other good and valuable consideration, the mutuality, receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1) Definitions. All capitalized terms not otherwise defined herein shall have the meanings given to such
terms in the Loan Agreement.
2) Article 1.1 Definition of the "Permitted Encumbrances" is hereby amended by deleting the reference to
"(f) the TCAP RF Loan," and replacing it with "(f) [Reserved]," in its stead.
33) Article 1.1 Definition of the "Permitted Transfer" is hereby amended by deleting the initial paragraph
and subpart (d) in their entirety and replacing them with the following in their stead:
""Permitted Transfers" means any of the following, subject to the laws of the State
as then in effect at the time of such Permitted Transfer; provided, however, any such
transfer shall have received the prior written consent of the Issuer, to the extent
required by Section 9 of the Regulatory Agreement (all such terms used in this
definition and not otherwise defined in this Indenture shall have the meanings as set
forth in the Regulatory Agreement):"
"the removal of the Class B Special Limited Partner and/or the General Partner
(as applicable) for cause as set forth in the Organizational Documents so long as
any substitute Class B Special Limited Partner and/or the General Partner (as
applicable) is an Affiliate of the Equity Investor."
4) Section 2.4(n) of the Loan Agreement is hereby amended by deleting the reference to "Construction
Loan and Permanent Loan" and replacing said reference with "Permitted Encumbrances" in its stead.
5 Section 6.1(e)(v) of the Loan Agreement is hereby amended by deleting subpart (v) in its entirety and
replacing it with the following in its stead:
Exhibit A-3
"The removal of the Class B Special Limited Partner and/or the General Partner
(as applicable) by the Equity Investor pursuant to the terms of the Organizational
Documents of the Borrower; provided that any replacement Class B Special Limited
Partner and/or the General Partner (as applicable) is subject to the approval of
Purchaser;"
Section 6.1(i) of the Loan Agreement is hereby amended by adding the following to the beginning of
said section "In addition to the for cause removal rights set forth under the Organizational Documents,".
21 Section 7.1 of the Loan Agreement is hereby amended by replacing the final paragraph in the Section in
its entirety with the following:
"Notwithstanding the foregoing, there shall be no payment related default under
this Loan Agreement the Notes, the Regulatory Agreement or any other Document
in the event of default thereunder (including without limitation foreclosure of the
Deed of Trust) to the extent that such Default is a "payment default" resulting from
the failure of the Swap Counterparty to make its required payment(s) under the
Swap Documents."
[SIGNATURE PAGES FOLLOW]
Exhibit A-4
IN WITNESS WHEREOF, the undersigned have signed this First Amendment as of the dates set forth below
their respective signatures.
BORROWER:
PALLADIUM EAST FOSTER CROSSING, LTD.,
a Texas limited partnership
By: Palladium East Foster Crossing SLP, LLC
a Texas limited liability company,
its class b limited partner
LIM
Name: Thomas E. Huth
Title: Sole Manager
PURCHASER:
CEDAR RAPIDS BANK AND TRUST COMPANY,
an Iowa state -chartered banking corporation,
as Purchaser
By:
Name: Sam Kramer
Title: Vice President
ISSUER:
ANNA PUBLIC FACILITY CORPORATION,
as Issuer
By:
Name: Stan Carver II
Title: President
Exhibit A-5
CERTIFICATE FOR RESOLUTION
THE STATE OF TEXAS
ANNA PUBLIC FACILITY CORPORATON
We, the undersigned officers of the Board of Directors of Anna Public Facility Corporation,
hereby certify as follows:
1. ,he Board of Directors of said corporation convened in REGULAR MEETING
ON THE 3. AY OF ✓rw1x4-2022, and the roll was called of the duly constituted officers
and members of said Board, to wit:
Stan Carver II, President
Danny Ussery, Vice -President
Pete Cain, Secretary
Nate Pike, Member
Lee Miller, Member
Kevin Toten, Member
Randy Atchley, Member
and all of said persons were present, thus constituting a quorum. Whereupon, among other
business, the following was transacted at said Meeting: a written
RESOLUTION AUTHORIZING THE FIRST AMENDMENT TO LOAN AGREEMENT
OF THE MULTIFAMILY HOUSING REVENUE BONDS (PALLADIUM EAST FOSTER
CROSSING) SERIES 2022; APPROVING AND AUTHORIZING THE EXECUTION AND
DELIVERY OF RELATED DOCUMENTS; AUTHORIZING REPRESENTATIVES OF
THE ANNA PUBLIC FACILITY CORPORATION TO EXECUTE DOCUMENTS; AND
APPROVING RELATED MATTERS
was duly introduced for the consideration of said Board and read in full. It was then duly moved
and seconded that said Resolution be adopted; and, after due discussion, said motion carrying with
it the adoption of said Resolution, prevailed and carried, with all members of said Board shown
present above voting "Aye," except as follows:
ABSTENTIONS:gw G
2. A true, full and correct copy of the aforesaid Resolution adopted at the Meeting
described in the above and foregoing paragraph is attached to and follows this Certificate; said
Resolution has been duly recorded in said Board's minutes of said Meeting; the above and
foregoing paragraph is a true, full and correct excerpt from said Board's minutes of said Meeting
pertaining to the adoption of said Resolution; the persons named in the above and foregoing
paragraph are the duly chosen, qualified and acting officers and members of said Board as
indicated therein; each of the officers and members of said Board was duly and sufficiently notified
officially and personally, in advance, of the time, place and purpose of the aforesaid Meeting, and
that said Resolution would be introduced and considered for adoption at said Meeting, and each
of said officers and members consented, in advance, to the holding of said Meeting for such
purpose.
SIGNED
s
President, Board of Directors
Secretary, Board of Directors