2002-0297
INTRODUCED BY: ALBERT D. LAQUE
PARISH PRESIDENT
ORDINANCE NO.
Title
An ordinance awarding not exceeding Eight Million Dollars ($8,000,000) of Parish of Charles, State of Louisiana Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002; requesting and authorizing the authentication and directing the delivery and application of the proceeds of said Bonds; approving the form and directing the execution and delivery on behalf of the Parish of the Bond Purchase Agreement which sets forth the terms and conditions under which said Bonds are being sold; approving the Official Statement for said Bonds; approving various financing and other documents; and providing for other matters in connection therewith.
Body
WHEREAS, the Parish of St. Charles, State of Louisiana (the "Issuer"), is authorized and empowered under the laws of the State of Louisiana, including particularly Part XII of Chapter 4 of Subtitle II of Title 39, Sections 991 through 1001, inclusive, and/or Section 1430 of Title 39 of the Louisiana Revised Statutes of 1950, as amended (independently and collectively, as appropriate, the "Act") to issue revenue bonds to further its purposes of promoting and encouraging industrial and commercial redevelopment, and to stimulate the economy of the Lessor through renewed commerce and industry; and,
WHEREAS, pursuant to the provisions of an ordinance adopted on August 5, 2002 by the Parish of St. Charles, State of Louisiana (the "Issuer"), the Issuer approved the issuance of not exceeding Eight Million Dollars ($8,000,000) of its Taxable Revenue Bonds (Randa Properties LLC Project) Series 2002 (the "Bonds"); and,
WHEREAS, pursuant to the terms of a Bond Purchase Agreement (the "Bond Purchase Agreement") by and between the Issuer and Morgan Keegan & Company, Inc. (the "Underwriter"), the Bonds are to be purchased by the Underwriter, maturing on the date and bearing interest at the rate described herein; and,
WHEREAS, the Bonds are being issued for the purpose of financing the cost of a project consisting of the acquisition, construction and equipping of a corporate headquarters and distribution facility (the "Project"), which facilities are located in the Parish of St. Charles, Louisiana for Randa Properties LLC, a limited liability company (the "Company"); and,
WHEREAS, the Bonds are to be issued pursuant to a Trust Indenture dated as of September 1, 2002 (the "Indenture"), between the Issuer and Hancock Bank of Louisiana, in the City of Baton Rouge, Louisiana, as trustee (the "Trustee"), in accordance with the provisions of the Act; and,
WHEREAS, the Bonds will be entitled to the benefits of an irrevocable Letter of Credit (the "Front Letter of Credit"), to be issued by Hibernia National Bank (the "Credit Bank"), which Letter of Credit will initially provide additional security for the Bonds, and the Credit Bank will be entitled to reimbursement by the Company for all amounts drawn under the Letter of Credit pursuant to a Reimbursement Agreement dated as of September 1, 2002 between the Company and the Bank, a copy of which has been delivered to the Trustee; and,
WHEREAS, Federal Home Loan Bank, or another bank providing credit enhancement, will confirm the Front Letter of Credit by issuing an irrevocable transferable confirming letter of credit (the "Supporting Letter of Credit"); and,
WHEREAS, under the provisions of a Guaranty Agreement dated as of September 1, 2002 (the "Guaranty Agreement") between Randa Corp. (the "Guarantor") and the Trustee, the payment of the principal of premium, if any, and interest on the Bonds will be unconditionally guaranteed to the Trustee for the benefit of the owners of the Bonds; and,
WHEREAS, the Issuer now desires to approve the sale of the Bonds to the Underwriter pursuant to the Bond Purchase Agreement; approve the form and direct the execution and delivery on behalf of the Issuer of the Bond Purchase Agreement; approve the Official Statement; approve various financing and other documents; and provide for other matters in connection therewith.
NOW, THEREFORE, BE IT ORDAINED by the Parish of St. Charles, State of Louisiana, acting as the governing authority of the Parish of St. Charles, State of Louisiana, that:
SECTION I. The adoption of the ordinance by the Issuer on August 5, 2002 and all of the terms and provisions of said Ordinance are hereby ratified, confirmed and approved.
SECTION II. The Bonds shall be issued in the aggregate principal amount of not exceeding $8,000,000, shall bear interest from the date thereof in accordance with the terms of the Indenture and shall bear interest at a variable rate of interest not exceeding 12% per annum, said rate to be set forth in the Bond Purchase Agreement. The Bonds shall be entitled to the security provided in the Indenture.
SECTION III. The Issuer hereby awards the Bonds to the Underwriter pursuant to and upon the terms and conditions of the Bond Purchase Agreement. The sale of the Bonds in accordance with the provisions of the Bond Purchase Agreement and at the price and in the principal amount to be set forth therein (which price shall be not less than 95% of the principal amount of the Bonds plus accrued interest) is hereby authorized and approved. The Bond Purchase Agreement is hereby authorized and approved.
SECTION IV. The execution and delivery of the Bond Purchase Agreement by the Parish President of the Issuer is hereby approved.
SECTION V. The Parish President and the Secretary of the Issuer shall have prepared and shall execute for and on behalf of the Issuer the Bonds (the signatures of said Parish President and said Secretary on the Bonds being authorized to be facsimile signatures), and shall deliver the same to the Trustee for authentication on the date of delivery thereof. The Trustee shall, upon authentication of the Bonds and receipt by the Trustee of documentation required by the Indenture, deliver the same to the Underwriter in accordance with the Indenture, and the Trustee shall receive from the Underwriter for the account of the Issuer the purchase price, and shall deposit the proceeds of the Bonds in accordance with the Indenture. The Trustee is hereby requested and authorized to authenticate the Bonds in accordance with the terms of the Indenture.
SECTION VI. The Issuer does hereby reconfirm its approval of the Official Statement and the distribution of the Official Statement by the Underwriter and does hereby approve the execution and delivery of the Official Statement by the Parish President, a copy of which is on file for public inspection in the office of the Secretary of the Issuer and filed with the minutes of this meeting; provided, however, that this approval shall not constitute an approval of any statements in said Official Statement and the Issuer makes no representation or warranty, either express or implied, as to the accuracy or completeness of the information contained therein (other than under the heading "The Issuer").
SECTION VII. This ordinance shall become effective immediately.
Vote
This ordinance having been submitted to a vote, the vote thereon was as follows:
And the ordinance was declared adopted on this day of , 2002 to become effective immediately.
CHAIRMAN:______________________________________________
SECRETARY:_____________________________________________
DLVD/PARISH PRESIDENT:_________________________________
APPROVED:______________ DISAPPROVED:__________________
PARISH PRESIDENT:______________________________________
RETD/SECRETARY:_______________________________________
AT:_______________ RECD BY: _____________________________