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CCR1988185c 1) COMMON COUNCIL - CITY OF MUSKEGO ESOLUTION #185-88 RESOLUTION AUTHORIZING AMENDMENTS WITH RESPECT TO INDUSTRIAL DEVELOPMENT REVENUE BOND (JAMES J. BUTH AND PETER T. GEISS PARTNERSHIP - MEDICAL ASSOCIATES OF MUSKEGO, LTD. PROJECT) SERIES 1982 WHEREAS, on July 13, 1982, the City of Muskego, Wisconsin amount Industrial Development Revenue Bond (James J. Buth and (the "Issuer") issued and sold a $315,000 aggregate principal Project) Series 1982 (the "Series 1982 Bonds") to finance costs Peter T. Geiss Partnership - Medical Associates of Muskego, Ltd. of constructing and equipping a medical clinic facility (the Muskego, Ltd., a Wisconsin corporation (the "Lessee"); and "Project") to be leased to and used by Medical Associates of WHEREAS, in connection with the issuance of the Series 1982 Bond (a) James J. Buth and Peter T. Geiss Partnership, a Wisconsin general partnership of which James J. Buth and Peter T. Geiss are presently all the general partners (the "Company"), the Agreement dated as of June 1, 1982, with respect to the Project Lessee and the Issuer entered into a Mortgage, Loan and Security assigned and the payments thereunder pledged to Independence (the "Revenue Agreement") and (b) the Revenue Agreement was Bank, Waukesha N.A. (which has been subsequently succeeded by Bank One Wisconsin Trust Company, National Association) as Trustee (referred to herein, together with any successor trustee, as the "Trustee") pursuant to an Indenture of Trust between the Issuer and the Trustee dated as of June 1, 1982 (the Bond: and "Indenture"), all as security for payment of the Series 1982 WHEREAS, the Company and Peter T. Geiss ("Geiss") have substitute Geiss for the Company as a borrower under the Revenue requested amendments to the Revenue Agreement and Indenture to Agreement and the changes requested by the Company and Geiss are necessary and desirable to fulfill the purposes of Wis. Stats. Section 66.521; and herewith submitted to this Governing Body a form of WHEREAS, the Company and Geiss have caused to be prepared and First Amendment to Mortgage, Loan and Security Agreement and Indenture of Trust (annexed hereto as Exhibit A, as the "Amendment"). incorporated herein by reference and referred to herein NOW, THEREFORE, BE IT RESOLVED BY THIS COMMON COUNCIL THAT: Subject to such changes or revisions therein as counsel for r'\ the Issuer may approve, the Amendment in substantially the form submitted is hereby approved. The Mayor and City Clerk- Comptroller or persons authorized by law to sign on their behalf, -1- are authorized on behalf of the Issuer to execute and deliver the Amendment. Said Mayor and City Clerk-Comptroller and persons c authorized by law to sign on their behalf and other officials of the Issuer are hereby authorized to prepare and to execute, file and deliver, as appropriate, all such documents, financing statements, certificate-s.and other instruments as may be required by this resolution or deemed necessary by said officials or by the Issuer‘s counsel to accomplish the changes envisioned hereby including, without limitation an amendment to assignment of lease. Adopted Aasust a3 , 1988. n CiH Clerk-Compttoller v Approved A UOU ST a3 , 1988. Mayof MUF/193/14446002 -2-