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RESOLUTION APPROVING A SUCCESSOR TRUSTEE AGREEMENT FOR BONDS ISSUED IN 2018, 2021, 2022 AND 2024 FOR THE BENEFIT OF ST. LUKE’S HOSPITAL OF DULUTH--ASPIRUS OBLIGATED GROUP
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BE IT RESOLVED, by the Board of Commissioners (the “Board”) of the Duluth Economic Development Authority (“DEDA”), as follows:
Section 1. Recitals. Based on information and representations provided by or on behalf of St. Luke’s Hospital of Duluth (the “Corporation”), the Board makes the following statements of fact (capitalized terms not defined have the meanings assigned in the Indenture referred to below):
A. DEDA previously issued the following series of bonds for the benefit of St. Luke’s Hospital of Duluth-Aspirus Obligated Group:
i. $19,750,000 Health Care Facilities Revenue Bonds, Series 2018A (St. Luke’s Hospital of Duluth-Aspirus Obligated Group) (the “2018A Bonds”); and
ii. $19,750,000 Health Care Facilities Revenue Bonds, Series 2018B (St. Luke’s Hospital of Duluth-Aspirus Obligated Group) (the “2018B Bonds”).
B. DEDA has issued the following series of bonds for the benefit of St. Luke’s Hospital of Duluth-Aspirus Obligated Group (collectively, the “2021/2022 Bonds”):
i. $14,725,000 Health Care Facilities Revenue Bonds (St. Luke’s Hospital of Duluth-Aspirus Obligated Group) Series 2021A, and
ii. $49,000,000 Health Care Facilities Revenue Bonds (St. Luke’s Hospital of Duluth-Aspirus Obligated Group) Series 2022A.
C. DEDA has issued the following series of bonds for the benefit of St. Luke’s Hospital of Duluth-Aspirus Obligated Group (collectively, the “2022B Bonds”):
i. $76,110,000 Health Care Facilities Revenue Bonds (St. Luke’s Hospital of Duluth-Aspirus Obligated Group), Series 2022B.
D. The Corporation is the authorized agent of the St. Luke’s Hospital of Duluth-Aspirus Obligated Group (the “Obligated Group”) with powers to bind each member of the Obligated Group.
C. DEDA and UMB Bank, National Association (the “Prior Trustee”), as Bond Trustee, have entered into the following bond indentures, as amended (together the “Indentures”):
i. an Indenture of Trust, dated as of December 1, 2018, providing for the issuance of the 2018A Bonds;
ii. an Indenture of Trust, dated as of December 1, 2018, providing for the issuance of the 2018B Bonds;
iii. an Indenture of Trust, dated as of September 1, 2021, providing for the issuance of the 2021/2022 Bonds; and
iv. an Indenture of Trust, dated as of May 1, 2022, providing for the issuance of the 2022B Bonds.
D. The Indentures provide that the Bond Trustee may be removed at any time by Corporation Order if there is no current Event of Default.
E. No Event of Default has occurred and is continuing under the Indenture, and the Corporation intends to deliver a Corporation Order to the Prior Trustee and DEDA which removes the Prior Trustee as Bond Trustee under the Indenture.
F. The Indentures provide that if the Bond Trustee is to be removed, DEDA, by a DEDA Resolution, and with the consent of the Corporation (if there is no current Event of Default), shall promptly appoint a successor Bond Trustee.
G. The Corporation intends to appoint U.S. Bank Trust Company, National Association as Successor Trustee under the Indenture.
H. The Indentures provide that every successor Bond Trustee appointed thereunder shall execute, acknowledge and deliver to DEDA, the Corporation and the retiring Bond Trustee an instrument accepting such appointment, and thereupon the removal of the retiring Bond Trustee shall become effective and such successor Bond Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Bond Trustee.
I. The Corporation has presented the Board with a form of Successor Trustee Agreement for each of the Indentures to be entered into by and among DEDA, the Corporation, the Prior Trustee and the Successor Trustee (the “Agreements”).
Section 2. Appointment of Successor Trustee. U.S. Bank Trust Company, National Association is appointed Successor Trustee for the Bonds, such appointment to be effective upon the following conditions:
A. The Executive Director or her designee has received a facsimile copy of a fully-executed Corporation Order with all exhibits (as applicable);
B. The Executive Director or her designee has received the written consent of the Corporation to the appointment of the Successor Trustee under the Indentures; and
C. A written instrument of U.S. Bank Trust Company, National Association accepting its appointment as Successor Trustee under the Indentures.
Conditions B and C above can be satisfied by receipt by the Executive Director or her designee of the Agreements, fully executed by all parties except DEDA.
Section 3. The Agreement. The Agreements are approved in substantially the form on file with DEDA.
Section 4. Execution of Documents and Certificates. The President and Secretary of DEDA (the “Authorized Officers”) individually or with one or more other officers and members of DEDA are authorized and directed:
A. to execute, acknowledge and deliver the Agreements with such changes, insertions and omissions therein as Bond Counsel may hereafter approve, provided that the seal of DEDA may be omitted as allowed by law;
B. to execute and deliver all other documents which may be required under the terms of the Agreements or by Bond Counsel;
C. to take any other action required or deemed appropriate on the advice of Bond Counsel for the performance of DEDA’s duties necessary to carry out the purposes of the Agreements;
D. furnish certified copies of this resolution, and all proceedings and records of DEDA relating to the Agreements; and
E. upon the advice of Bond Counsel, to take such further action, and to execute such additional instruments, as may be required or deemed appropriate at any time in the future in connection with the Agreements.
Statement of Purpose
STATEMENT OF PURPOSE: The purpose of this resolution is to approve the replacement of the bond trustee acting under each of the above-referenced Indentures and to approve the appointment of the successor trustee to act under each of the above-references Indentures.