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R-27-02 04/22/02VILLAGE OF LEMONT RESOLUTION No. 00` DATE: APRIL 22, 2002 A RESOLUTION AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $7,689,000 AGGREGATE PRINCIPAL AMOUNT OF ENVIRONMENTAL FACILITIES REVENUE BONDS (CITGO PETROLEUM CORPORATION PROJECT) SERIES 2002 OF THE VILLAGE OF LEMONT, ILLINOIS FOR THE PURPOSE OF MAKING A LOAN TO CITGO PETROLEUM CORPORATION TO ASSIST IN FINANCING THE COSTS OF AN "INDUSTRIAL PROJECT" WITHIN THE MEANING OF THE INDUSTRIAL PROJECT REVENUE BOND ACT, TO BE USED BY CITGO PETROLEUM CORPORATION, AUTHORIZING THE EXECUTION AND DELIVERY OF A TRUST INDENTURE TO SECURE SAID BONDS; AUTHORIZING THE EXECUTION AND DELIVERY OF A LOAN AGREEMENT BETWEEN SAID COMPANY AND THE VILLAGE OF LEMONT, ILLINOIS; AUTHORIZING THE EXECUTION AND DELIVERY OF AN UNDERWRITING AGREEMENT AMONG SAID VILLAGE, SAID COMPANY AND GOLDMAN, SACHS & CO., IN CONNECTION THEREWITH; APPROVING THE USE AND DISTRIBUTION OF AN OFFICIAL STATEMENT, AND RELATED MATTERS. WHEREAS, the Village of Lemont, Illinois (the "Village"), a municipality duly organized and validly existing under the laws of the State of Illinois is authorized and empowered by The Industrial Project Revenue Bond Act of the State of Illinois, 65 ILCS 5/11 -74 -1 through 5/11 -74- 14. as supplemented and amended (the "Act ") to issue bonds for the purpose of financing the construction, acquisition, reconstruction, improvement, betterment or extension of any industrial project within 10 miles of the territorial boundaries of the Village; and WHEREAS, the Village has determined that it is necessary and advisable and in the public interest to issue not to exceed $7,689,000 aggregate principal amount of Environmental Facilities Revenue Bonds (CITGO Petroleum Corporation Project) Series 2002 (the "Bonds ") pursuant to a Trust Indenture (the "Indenture ") between the Village and JPMorgan Chase Bank, as trustee (the "Trustee"), to provide funds to lend to CITGO Petroleum Corporation (the "Company ") for the purpose of financing an industrial project, including all or a portion of the costs of constructing certain solid waste disposal and processing and sewage disposal facilities and facilities related thereto, including real estate, equipment and related components, located at 135th Street and New Avenue in Romeoville, Illinois 60439 and in unincorporated portions of Will County, to be owned and operated by PDV Midwest Refinery LLC, an affiliate of the Company (collectively, the "Project"), and paying costs of issuance of the Bonds; and WHEREAS, a Loan Agreement (the "Loan Agreement") will be executed by and between the Company and the Village, whereby the proceeds of the Bonds will be loaned by the Village to the Company for such purpose and the Company will covenant and agree to repay such loan 1345447 2084523 • AGB • 4/17/02 by making or causing to be made payments sufficient to provide for the payment of principal of and premium, if any, and interest on the Bonds, as and when the same become due and payable; and WHEREAS, it is necessary and advisable for the Village, the Company and the Trustee to enter into a Tax Exemption Certificate and Agreement (the "Tax Agreement ") in order to document certain covenants and procedures regarding the exclusion from federal gross income of interest on the Bonds; and WHEREAS, it is proposed to sell the Bonds to Goldman, Sachs & Co.. (the "Underwriter") pursuant to an Underwriting Agreement (the "Underwriting Agreement"), among the Village, the Underwriter and the Company; Now, THEREFORE, Be It Resolved by the President and Board of Trustees of the Village of Lemont, Counties of Cook, DuPage and Will, Illinois, as follows: Section 1. The Village hereby approves the Project pursuant to the Act and authorizes the financing of the Project through the issuance of the Bonds in accordance with the terms of the Indenture and does hereby determine that the financing of the Project by the Village under the Act is in the public interest and will promote the public purposes set forth in the Act by relieving conditions of unemployment, maintaining existing levels of employment and encouraging the increase of industry and commerce within the State of Illinois and by promoting the public safety, benefit and welfare of the State of Illinois. Section 2. In order to finance all or a portion of the costs of acquiring, constructing and equipping the Project, the Bonds be and the same are hereby authorized and ordered to be issued in the aggregate principal amount of not to exceed $7,689,000 pursuant to the Indenture, in substantially the form presented to and considered at this meeting and containing substantially the terms and provisions set forth therein or with such changes therein as the individuals executing the Indenture on behalf of the Village shall approve, such execution thereof to constitute conclusive evidence of approval of any and all changes or revisions therein from the form of the Indenture now before the Village, and the forms, terms and provisions of the Bonds and the Indenture are hereby approved, and the President and the Clerk of this Village are hereby authorized and directed to execute, attest, seal and deliver the Indenture. The Bonds shall (i) be in such amount (not to exceed $7,689,000) and in such denominations; (ii) bear such date or dates; (iii) mature at such time (not later than May 1, 2032); (iv) bear interest at such rate or rates (not to exceed fifteen per cent (15 %) per annum) as determined from time to time in accordance with the Indenture; (v) be in such form; (vi) carry such registration privileges; (vii) be executed in such manner; (viii) be payable at such place or places; (ix) be subject to such terms of redemption; and (x) be subject to such other terms and conditions, all as provided in the Indenture. Pursuant to the Indenture, the Village consents to the appointment by the Company of Goldman, Sachs & Co. as Remarketing Agent for the Bonds and to the execution and delivery of a Remarketing Agreement by and between the Company and Goldman, Sachs & Co., and further grants to the Company the right to designate any successor or replacement entity or entities as Remarketing Agent in accordance with the Indenture and to amend the Remarketing Agreement from time to time while the Bonds are outstanding. JPMorgan Chase Bank is hereby designated as Trustee with respect to the Bonds. The Bonds may be registered to and held by The Depository Trust Company, and the Village may make such arrangements with The Depository Trust Company from time to time as are needed. Section 3. The Village shall lend the proceeds of the Bonds to the Company to finance costs of the Project pursuant to the Loan Agreement, in substantially the form presented to and considered at this meeting and containing substantially the terms and provisions set forth therein or with such changes therein as the individuals executing the Loan Agreement on behalf of the Village shall approve, such execution thereof to constitute conclusive evidence of approval of any and all changes or revisions therein from the form of the Loan Agreement now before the Village, and the form, terms and provisions of the Loan Agreement are hereby approved, and the President and the Clerk of this Village are hereby authorized and directed to execute, attest, seal and deliver the Loan Agreement. Section 4. The Village hereby authorizes the execution and delivery of the Tax Agreement, in substantially the form presented to and considered at this meeting and containing substantially the terms and provisions set forth therein or with such changes therein as the individual executing the Tax Agreement on behalf of the Village shall approve, such execution thereof to constitute conclusive evidence of approval of any and all changes or revisions therein from the form of the Tax Agreement now before the Village, and the form, terms and provisions thereof are hereby approved, and the President of the Village is hereby authorized and directed to execute and deliver the Tax Agreement. Section 5. The Village is hereby authorized to 'sell the Bonds to the Underwriter pursuant to the Underwriting Agreement, in substantially the form presented to and considered at this meeting and containing substantially the terms and provisions set forth therein or with such changes therein as the individuals executing the Underwriting Agreement on behalf of the Village shall approve, such execution thereof to constitute conclusive evidence of approval of any and all changes or revisions therein from the form of the Underwriting Agreement now before the Village (the purchase price to be not less than 95% of the principal amount of the Bonds plus accrued interest, if any), and the form, terms and provisions of the Underwriting Agreement are hereby approved, and the President of this Village is hereby authorized and directed to execute and deliver the Underwriting Agreement. Section 6. The use by the Underwriter of an Official Statement relating to the Bonds in substantially the form presented to and considered at this meeting, be and the same is hereby authorized, and the President of the Village is hereby authorized and directed to certify that the portion of the Official Statement under the heading "THE ISSUER" and "LITIGATION —The Issuer" is in a form "deemed final" by the Village for purposes of Rule 15c2 -12 under the Securities Exchange Act of 1934. Section 7. The Bonds shall be executed on behalf of the Village with the manual or facsimile signature of the President of the Village and shall have impressed or imprinted thereon the official seal of the Village attested by the manual or facsimile signature of the Clerk of the Village. If any of the officers who shall have signed or sealed any of the Bonds shall cease to be such officers of the Village before the Bonds so signed and sealed shall have been actually authenticated by the Trustee or delivered by the Village, such Bonds nevertheless may be authenticated, issued and delivered with the same force and effect as though the person or persons who signed or sealed such Bonds had not ceased to be such officer or officers of the Village; and also any such Bonds may be signed and sealed on behalf of the Village by those persons who, at the actual date of the execution of such Bonds, shall be the proper officers of the Village, although at the nominal date of such Bonds any such person shall not have been such officer of the Village. Section 8. The President and/or the Clerk of the Village are hereby authorized and directed to execute, attest, seal and deliver any and all other documents, including without limitation an Internal Revenue Service Form 8038, and do any and all things, deemed necessary to effect the issuance and sale of the Bonds and the execution, delivery and performance of the Indenture, the Loan Agreement, the Tax Agreement and the Underwriting Agreement, and to carry out the intent and purposes of this resolution, including the preamble hereto. Section 9. The Bonds, including but not limited to the principal of premium, if any, interest thereon and any expenses thereto shall be limited obligations of the Village, payable solely and only from the revenues and receipts derived by the Village pursuant to the Loan Agreement and shall otherwise be secured as provided in the Loan Agreement and the Indenture. The Bonds shall not in any respect be a general obligation of the Village, nor shall they be payable in any manner from funds of the Village raised by taxation or otherwise. The Bonds shall state that they do not constitute an indebtedness of the Village or a loan of credit thereof within the meaning of any constitutional or statutory provision. Nothing in this Resolution, the Loan Agreement, the Indenture, the Underwriting Agreement, the Tax Agreement, the Official Statement or the form of Bonds (hereinafter collectively referred to as the "Financing Documents ") or in any document or agreement required hereby or thereby, shall be construed as an obligation or commitment by the Village to expend any of it funds other than (i) the proceeds derived for the sale of the Bonds, (ii) the revenues and receipts derived from the Loan Agreement and (iii) any moneys arising out of the investment or reinvestment of said proceeds, income, revenue, receipts or moneys. Section 10. This Resolution constitutes the public approval of the plan of financing of the Project required by Section 147(f) of the Code. Section 11. All acts of the officers, employees and agents of the Village which are in conformity with the purposes and intent of this Resolution hereby are in all respects ratified, approved and confirmed. Section 12. All orders, resolutions and parts thereof in conflict herewith are hereby repealed to the extent of such conflict. Section 13. The provisions of this resolution are hereby declared to be separable and if any section, phrase or provision shall for any reason be declared to be invalid, such declaration shall not affect the validity of the remainder of the sections, phrases and provisions. Section 14. This Resolution shall be in full force and effect immediately upon its passage, approval and publication according to law. Said publication shall be in pamphlet form. PASSED AND APPROVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF THE VILLAGE OF LEMONT, COUNTIES OF COOK, DUPAGE AND WILL, ILLINOIS, ON this 22nd day of April, 2002. John Benik Debby Blatzer Peter Coules Connie Markiewicz Steven Rosendahl Jeanette Virgilio -To ky∎ Pia27 Attest: AYES V' v Approved by me this a.2"dday of CHARLENE SMOLLEN, Village Clerk APPROVED AS TO FORM: Village Attorney NAYES PASSED ABSENT HARLENE SMOLLEN, illage Clerk , 2002. Kane, McKenna Capital, Inc. 150 Norin Wacker Drive Silte i 00 C :ceG3. aiin:Oi5 60633 Report Relating to Proposed Issuance of the Village of Lemont, Illinois Environmental Facilities Revenue Bonds (CITGO Petroleum Corporation Project) Series 2002 r 312 444 1702 F 312 444 9052 Introduction Pursuant to the Resolution Establishing the Policy and Procedural Guidelines for the Issuance of Commercial /Industrial Development Revenue Bonds passed by the Board of Trustees of the Village of Lemont, Illinois passed on December 8, 1980 (the "Policy Resolution "), the Village of Lemont, Illinois (the "Village ") has requested that Kane, McKenna Capital, Inc. ( "KMC ") act as the Village's financial consultant pursuant to such Policy Resolution with respect to the issuance of the Village of Lemont, Illinois Environmental Facilities Revenue Bonds (CITGO Petroleum Corporation Project) Series 2002 (the "Bonds "). CITGO Petroleum Corporation (the "Company ") has requested that the Village issue the Bonds and lend the proceeds thereof to the Company pursuant to a Loan Agreement (the "Loan Agreement ") for the purpose of constructing certain solid waste disposal and processing and sewage disposal facilities for the Company's facility located at 135th Street and New Avenue in Romeoville and unincorporated Will County, Illinois which is currently owned by PDV Midwest Refinery, LLC, and affiliate of the Company ( "PDV "). The Company is a subsidiary of PDV America, Inc. which is a subsidiary of Petroleos de Venezuela S.A. ( "PDVSA "), the national oil company of the Bolivarian Republic of Venezuela ( "Venezuela "). The Bonds are to be issued pursuant to 65 ILCS 5/11 -74 -1 et seq. (the "Act ") and a Trust Indenture (the "Indenture ") to be entered into between the Village and JP Morgan Chase Bank (the '`Trustee "). The principal of and interest on the Bonds are secured by, and are to be payable, solely from the revenues derived from the payments on the Loan Agreement, certain monies available in the funds created in the Indenture and, initially, from the proceeds derived from a Letter of Credit of Bank One NA (the "Letter of Credit "). The Act provides that the holders of the Bonds have no right to compel the Village to exercise the taxing power of the Village and that the Bonds will not constitute an indebtedness or a loan of credit of the Village. The Bonds will be sold by Goldman, Sachs & Co. (`'Goldman Sachs "), pursuant to an Official Statement prepared by Goldman Sachs and an Underwriter Agreement entered into between the Village and Goldman Sachs.