The Advocate, LOUISIANA PUBLIC FACILITIES AUTHORITY On motion of Trustee Cutrone, seconded by Trustee Crenshaw, the following resolution was unanimously adopted: RESOLUTION A resolution authorizing the issuance of not exceeding $50,000,000 aggregate principal amount of Louisiana Public Facilities Authority Hospital Revenue Refunding Bonds (Touro Infirmary Project) Series 2015; approving the form and authorizing the execution and delivery of a Trust Indenture, a Loan Agreement and a bond purchase agreement; accepting the benefits of a Second Supplemental Assignment of Revenues and Security Agreement; authorizing the publication of a Notice of Public Hearing; authorizing the execution of other documents in connection therewith; authorizing the officers and trustees of the Authority to do all things necessary to effectuate this resolution; and providing for other matters in connection with the foregoing. WHEREAS, the Louisiana Public Facilities Authority (the "Authority") is a public trust and public corporation of the State of Louisiana (the "State") created and existing pursuant to the provisions of Chapter 2-A of Title 9 of the Louisiana Revised Statutes of 1950, as amended, and is authorized pursuant to Chapter 14-A of Title 39 of the Louisiana Revised Statutes of 1950, as amended (the "Refunding Act") to refund bonded indebtedness incurred for said facilities; and WHEREAS, the Authority previously issued its Hospital Revenue Bonds (Touro Infirmary Project) Series 1999A in the original principal amount of $60,000,000 (the "Series 1999A Bonds") for the purpose of (i) financing the cost of the construction, furnishing and equipping of an approximately 120-bed nursing home and 60-bed assisted living facility, and the costs of constructing and equipping a medical-surgical addition by adding an eighth floor to Touro Infirmary (the "Hospital"), and providing capital improvements and equipment at the facilities of the Hospital and funding capitalized interest, (ii) funding a deposit to the debt service reserve fund, and (iii) paying the costs of issuance of the Series 1999A Bonds; and WHEREAS, Touro Infirmary, a Louisiana private nonprofit corporation (the "Corporation") and owner and operator of the Hospital, has requested that the Authority refund all or a portion of the outstanding Series 1999A Bonds and pay the costs of issuance, through the issuance by the Authority of not exceeding $50,000,000 aggregate principal amount of Louisiana Public Facilities Authority Hospital Revenue Refunding Bonds (Touro Infirmary Project) Series 2015 (the "Bonds") pursuant to Trust Indenture (the "Indenture") to be entered into between the Authority and The Bank of New York Mellon Trust Company, N.A., as successor trustee (the "Trustee"); and WHEREAS, the proceeds of the Bonds are to be loaned by the Authority to the Corporation pursuant to a Loan Agreement (the "Loan Agreement") between the Authority and the Corporation; and WHEREAS, all requirements of the Louisiana State Bond Commission (the "Commission") evidenced by its rules and regulations, including but not limited to notice to local legislators, have been complied with; and WHEREAS, the Authority is authorized under the provisions of the Refunding Act and other constitutional and statutory authority to issue the Bonds for the purposes set forth above, and the Authority has determined that it is most advantageous to the Authority and necessary for it to issue its revenue bonds as hereinafter provided for such purposes, and therefore the Authority desires to authorize the issuance of the Bonds; and WHEREAS, pursuant to the Loan Agreement, the Corporation will agree to make payments in an amount sufficient to make timely payments of principal of, premium, if any, and interest on the Bonds and to pay such other amounts as are required by the Loan Agreement; and WHEREAS, the Corporation will issue its Series 2015 Note pursuant to the terms of the Loan Agreement; and WHEREAS, under the provisions of the Assignment of Revenues and Security Agreement dated as of August 1, 1993, as amended and supplemented by the First Supplemental Assignment of Revenues and Security Agreement dated as of April 1, 1999 and by the Second Supplemental Assignment of Revenues and Security Agreement (the "Second Supplemental Assignment") to be entered into with respect to the Bonds, and as the same may be amended from time to time (the "Assignment") there will be an assignment of all of the presently existing and anticipated Revenues (as defined in the Assignment) to the Trustee, as Assignee, as security for its obligations with respect to the payment of the Bonds, and payment of certain other obligations of the Corporation, all as set forth therein; and WHEREAS, Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS") shall act as the underwriter, or alternatively, Bank of America Merrill Lynch or an affiliate ("BAML") shall purchase the Bonds, act as a placement agent and/or negotiate the sale of the Bonds to a purchaser; and WHEREAS, if there is an underwriting of the Bonds, MLPFS shall prepare a preliminary and final official statement; and WHEREAS, the Bonds will be purchased pursuant to a bond purchase agreement, direct purchase agreement or similar agreement (the "Bond Purchase Agreement"); and WHEREAS, all consents and approvals required to be given by public bodies in connection with the authorization, issuance and sale of the Bonds as authorized by the Indenture and as required by the Refunding Act have been or will be secured prior to the delivery of the Bonds; and WHEREAS, the Authority now desires to authorize the issuance of the Bonds, authorize the execution and delivery of the Trust Indenture, the Loan Agreement and a bond purchase agreement, accept the benefits of the Second Supplemental Assignment, and provide for other matters in connection with therewith; NOW, THEREFORE, BE IT RESOLVED by the Louisiana Public Facilities Authority that: SECTION 1. It is in furtherance of the public purpose and within the power and authority vested in the Authority under the Refunding Act to provide funds for the refunding of all or a portion of the outstanding Series 1999A Bonds through the issuance of a series of revenue refunding bonds of the Authority. The refunding of the Series 1999A Bonds through the issuance of the Bonds will foster and be in furtherance of the objectives of the Authority. SECTION 2.For the purpose of refunding all or a portion of the outstanding Series 1999A Bonds and paying the costs of issuance with respect to the Bonds, the Authority hereby authorizes the issuance of the Bonds, in the aggregate principal amount of not exceeding $50,000,000. The Bonds shall be issued as fixed rate bonds bearing interest at rates not to exceed 6.0%, and shall mature no later than August 15, 2029. SECTION 3.The form, terms and provisions of the Loan Agreement, the Indenture and the Tax Regulatory Agreement to be entered into among the Authority, the Corporation and the Trustee (the "Tax Regulatory Agreement") are hereby approved in substantially the same form as submitted to the Authority and filed with the official minutes of the Authority, all of the provisions of which are hereby made a part of this resolution, with such additions, omissions and changes as may be approved by bond counsel to the Authority. The Chairman or Vice Chairman and the Secretary-Treasurer or an Assistant Secretary of the Authority be and they are hereby authorized, empowered and directed to execute the Loan Agreement and the Indenture for, on behalf of and in the name of the Authority, in accordance with the provisions and requirements of the Refunding Act. This Board of Trustees, on behalf of the Authority, hereby acknowledges and accepts the benefits of the Assignment. The Bonds are hereby expressly authorized to be signed by the Chairman or Vice Chairman of the Authority, said signatures shall be attested by the signature of the Secr - PUBLIC NOTICES/BONDS
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