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HomeMy WebLinkAboutGoat Lake Hydro 1996mtASKA INDUSTRIAL DEVELOPMicNT AND EXPORT AUTHORITY RESOLUTION NO. 96-5 RESOLUTION OF THE ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY EXPRESSING OFFICIAL INTENT TO ISSUE BONDS TO FINANCE THE FACILITIES DESCRIBED HEREIN AND DETERMINING RELATED MATTERS. BE IT RESOLVED BY THE ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY AS FOLLOWS: Section 1. Identification of Borrower and Project. The Alaska Industrial Development and Export Authority (the "Authority") is adopting this Resolution with respect to the project described in Exhibit A (the "Project") at the request of the individual or entity described in Exhibit A (the "Borrower"). Section 2. Official Intent. The Authority is adopting this Resolution to satisfy the "official intent" requirements of Section 1.150-2 of the regulations adopted under the authority of the Internal Revenue Code of 1986, as amended, (the "Code") with respect to the Project. For this purpose, Exhibit A includes a general description of the Project and a statement of the maximum principal amount of bonds the Authority reasonably expects to issue to finance costs of the Project (the "Bonds"). The Authority intends to use the proceeds of the Bonds to finance costs of the Project, and certain other costs, which are eligible under the Code for financing with proceeds of tax-exempt bonds (the "Eligible Costs"). This Resolution is adopted on the date set forth below, and the Eligible Costs incurred up to 60 days before that date will be eligible for reimbursement with proceeds of the Bonds. As of the date set forth below, and subject to the conditions described in Section 3 below, the Authority reasonably expects that it will issue the Bonds and use the proceeds of the Bonds as described in this section. Section 3. Memorandum of Agreement. A form of a Memorandum of Agreement is attached. The Memorandum of Agreement describes certain conditions that must be satisfied prior to the issuance of the Bonds. Issuance of the Bonds by the Authority shall require additional resolutions of this Board. The Executive Director is authorized to enter into a Memorandum of Agreement with the Borrower substantially in the form attached. Adopted this 21st day of May 1996. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY L.SL Wye Chairman “dd ? l Secretary EXHIBIT A PROJECT DESCRIPTION PROJECT DESCRIPTION: The Goat Lake Hydroelectric Project (FERC Project Number 11077) is a hydroelectric power project that will provide electricity within the City of Skagway, Alaska. The project will include a siphon intake and siphon, spill route, pumpback/valve station, penstock, powerhouse, transmission line, and other facilities for the generation and furnishing of electricity. The location of the project is Goat Lake near Skagway, Alaska. BORROWER: Goat Lake Hydro, Inc. MAXIMUM PRINCIPAL AMOUNT OF BONDS EXPECTED TO BE ISSUED: $10,000,000 AIDEA/Goat Lake Project Eligibility Resolution No. 96-5 AFF0514D/3730.0006 Page 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") is entered into between the Alaska Industrial Development and Export Authority (the "Authority") and the entity whose signature appears below (the "Company" and, together with the Authority, the "Parties"). PURPOSE The Authority has adopted a resolution (the "Resolution") expressing its intention to issue bonds (the "Bonds") to finance certain costs of the Company's project described in Exhibit A. The Resolution states that the Authority’s intention to issue the Bonds depends upon satisfaction of the conditions stated in this Agreement. The purpose of this Agreement is to set forth minimal conditions which must be satisfied before the Authority will make a final determination whether to issue the Bonds or to provide any other form of financial assistance with respect to the Project (the issuance of the Bonds and the providing of any other form of financial assistance being hereafter referred to collectively as the "Financial Assistance"). The Parties mutually understand and agree that neither the Resolution nor this Agreement creates any obligation on the part of the Authority to provide any Financial Assistance even if the minimal conditions set forth in this Agreement are met. The final determination to provide any Financial Assistance will be made by the Authority's Board of Directors and will depend upon satisfaction of the conditions set forth in this Agreement and upon the facts and circumstances in existence at the time such determination is made. FINANCING DOCUMENTS Before the Authority will determine whether to provide any Financial Assistance, the Parties must agree upon the form that the financing documents will take. The form may be a loan agreement, a lease agreement, or another form agreed to by the Parties. In all events, the financing documents must provide for sufficient payments from the revenues of the Project, from the Company, or from any other source identified in the financing documents sufficient to provide for payment of principal and interest with respect to the Bonds when and as due and for payment of all costs associated with the issuance of the Bonds (or, if the Financial Assistance takes a form other than the issuance of Bonds, to provide for reimbursement for the Financial Assistance when and as due) based upon the terms agreed to by the Parties or upon terms determined in accordance with procedures agreed to by the Parties. The financing documents must also provide for (1) the assignment of security interests in the Project and other security for the reimbursement of the Financial Assistance satisfactory to the Authority and (2) if applicable, a schedule for the completion of the Project and closing of the Financial Assistance. CREDIT REVIEW The Authority shall conduct a credit review of the Project and the Company to determine the creditworthiness of each. Upon reasonable request from the Authority, the Company shall provide information and materials requested by the Authority in connection with such credit review. DUE DILIGENCE The Company will cooperate with the Authority in providing, or causing to be provided, all information that may be necessary or desirable, as identified by the Authority, to enable the Authority to determine whether to provide the Financial Assistance or to enable the Authority to provide material information about the Company in any offering document that may be prepared in connection with the issuance of the Bonds. EXPIRATION OF AGREEMENT The Parties shall make reasonable and good faith efforts to determine mutually agreeable terms for the Financial Assistance, including the form of the financing documents; the principal amount, interest rate, maturity, and other terms relating to any loan from the Authority to the Company; and the form of security to be provided. The Parties shall determine the mutually agreeable terms for the Financial Assistance within one year after the date of this Agreement set forth below or such later date as the Parties may mutually agree upon. If the Parties fail to determine mutually agreeable terms for the Financial Assistance within the time established in the preceding paragraph, the Company will immediately reimburse the Authority for all reasonable and necessary expenses which the Authority may incur arising from the execution of this Agreement and the perfor- mance by the Authority of its obligations hereunder. PROCEEDINGS Upon reaching mutually agreeable terms and satisfying the preceding provisions of this Agreement, each of the Parties agrees that it will promptly initiate appropriate steps to cause its governing body (which, in the case of the Authority, is its board of directors) to determine whether to grant final approval for the Financial Assistance and any documentation and other undertakings appropriate in connection with the Financial Assistance. If the respective governing bodies grant final approval, the Parties shall agree to a closing date for the Financial Assistance at which time the financing documents will be executed. AIDEA/Goat Lake Project Memorandum of Agreement AFF0514E/3730.0006 Page 2 The Parties have entered into this Agreement this 21st day of___ May 1996. The individuals whose signatures appear below are authorized to sign this Agreement on behalf of the Party indicated. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY ATTEST: ty Director- GOAT LAKE HYDRO, INC. bhward Corn’, Rreouttve Vf AIDEA/Goat Lake Project Memorandum of Agreement AFF0514E/3730.0006 Page 3 ALASKA INDUSTRIAL DEVELOF ...NT AND EXPORT AUTHORITY RESOLUTION NO. 96-5 RESOLUTION OF THE ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY EXPRESSING OFFICIAL INTENT TO ISSUE BONDS TO FINANCE THE FACILITIES DESCRIBED HEREIN AND DETERMINING RELATED MATTERS. BE IT RESOLVED BY THE ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY AS FOLLOWS: Section 1. Identification of Borrower and Project. The Alaska Industrial Development and Export Authority (the "Authority") is adopting this Resolution with respect to the project described in Exhibit A (the "Project") at the request of the individual or entity described in Exhibit A (the "Borrower"). Section 2. Official Intent. The Authority is adopting this Resolution to satisfy the "official intent" requirements of Section 1.150-2 of the regulations adopted under the authority of the Internal Revenue Code of 1986, as amended, (the "Code") with respect to the Project. For this purpose, Exhibit A includes a general description of the Project and a statement of the maximum principal amount of bonds the Authority reasonably expects to issue to finance costs of the Project (the "Bonds"). The Authority intends to use the proceeds of the Bonds to finance costs of the Project, and certain other costs, which are eligible under the Code for financing with proceeds of tax-exempt bonds (the "Eligible Costs"). This Resolution is adopted on the date set forth below, and the Eligible Costs incurred up to 60 days before that date will be eligible for reimbursement with proceeds of the Bonds. As of the date set forth below, and subject to the conditions described in Section 3 below, the Authority reasonably expects that it will issue the Bonds and use the proceeds of the Bonds as described in this section. Section 3. Memorandum of Agreement. A form of a Memorandum of Agreement is attached. The Memorandum of Agreement describes certain conditions that must be satisfied prior to the issuance of the Bonds. Issuance of the Bonds by the Authority shall require additional resolutions of this Board. The Executive Director is authorized to enter into a Memorandum of Agreement with the Borrower substantially in the form attached. Adopted this 21st day of May 1996. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY We Wy K Chairman “He 2 l et AED py Secretary EXHIBIT A PROJECT DESCRIPTION PROJECT DESCRIPTION: The Goat Lake Hydroelectric Project (FERC Project Number 11077) is a hydroelectric power project that will provide electricity within the City of Skagway, Alaska. The project will include a siphon intake and siphon, spill route, pumpback/valve station, penstock, powerhouse, transmission line, and other facilities for the generation and furnishing of electricity. The location of the project is Goat Lake near Skagway, Alaska. BORROWER: Goat Lake Hydro, Inc. MAXIMUM PRINCIPAL AMOUNT OF BONDS EXPECTED TO BE ISSUED: $10,000,000 AIDEA/Goat Lake Project Eligibility Resolution No. 96-5 AFF0514D/3730.0006 Page 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") is entered into between the Alaska Industrial Development and Export Authority (the "Authority") and the entity whose signature appears below (the "Company" and, together with the Authority, the Parties"). PURPOSE The Authority has adopted a resolution (the "Resolution") expressing its intention to issue bonds (the "Bonds") to finance certain costs of the Company's project described in Exhibit A. The Resolution states that the Authority’s intention to issue the Bonds depends upon satisfaction of the conditions stated in this Agreement. The purpose of this Agreement is to set forth minimal conditions which must be satisfied before the Authority will make a final determination whether to issue the Bonds or to provide any other form of financial assistance with respect to the Project (the issuance of the Bonds and the providing of any other form of financial assistance being hereafter referred to collectively as the "Financial Assistance"). The Parties mutually understand and agree that neither the Resolution nor this Agreement creates any obligation on the part of the Authority to provide any Financial Assistance even if the minimal conditions set forth in this Agreement are met. The final determination to provide any Financial Assistance will be made by the Authority’s Board of Directors and will depend upon satisfaction of the conditions set forth in this Agreement and upon the facts and circumstances in existence at the time such determination is made. FINANCING DOCUMENTS Before the Authority will determine whether to provide any Financial Assistance, the Parties must agree upon the form that the financing documents will take. The form may be a loan agreement, a lease agreement, or another form agreed to by the Parties. In all events, the financing documents must provide for sufficient payments from the revenues of the Project, from the Company, or from any other source identified in the financing documents sufficient to provide for payment of principal and interest with respect to the Bonds when and as due and for payment of all costs associated with the issuance of the Bonds (or, if the Financial Assistance takes a form other than the issuance of Bonds, to provide for reimbursement for the Financial Assistance when and as due) based upon the terms agreed to by the Parties or upon terms determined in accordance with procedures agreed to by the Parties. The financing documents must also provide for (1) the assignment of security interests in the Project and other security for the reimbursement of the Financial Assistance satisfactory to the Authority and (2) if applicable, a schedule for the completion of the Project and closing of the Financial Assistance. CREDIT REVIEW The Authority shall conduct a credit review of the Project and the Company to determine the creditworthiness of each. Upon reasonable request from the Authority, the Company shall provide information and materials requested by the Authority in connection with such credit review. DUE DILIGENCE The Company will cooperate with the Authority in providing, or causing to be provided, all information that may be necessary or desirable, as identified by the Authority, to enable the Authority to determine whether to provide the Financial Assistance or to enable the Authority to provide material information about the Company in any offering document that may be prepared in connection with the issuance of the Bonds. EXPIRATION OF AGREEMENT The Parties shall make reasonable and good faith efforts to determine mutually agreeable terms for the Financial Assistance, including the form of the financing documents; the principal amount, interest rate, maturity, and other terms relating to any loan from the Authority to the Company; and the form of security to be provided. The Parties shall determine the mutually agreeable terms for the Financial Assistance within one year after the date of this Agreement set forth below or such later date as the Parties may mutually agree upon. If the Parties fail to determine mutually agreeable terms for the Financial Assistance within the time established in the preceding paragraph, the Company will immediately reimburse the Authority for all reasonable and necessary expenses which the Authority may incur arising from the execution of this Agreement and the perfor- mance by the Authority of its obligations hereunder. PROCEEDINGS Upon reaching mutually agreeable terms and satisfying the preceding provisions of this Agreement, each of the Parties agrees that it will promptly initiate appropriate steps to cause its governing body (which, in the case of the Authority, is its board of directors) to determine whether to grant final approval for the Financial Assistance and any documentation and other undertakings appropriate in connection with the Financial Assistance. If the respective governing bodies grant final approval, the Parties shall agree to a closing date for the Financial Assistance at which time the financing documents will be executed. AIDEA/Goat Lake Project Memorandum of Agreement AFF0514E/3730.0006 Page 2 The Parties have entered into this Agreement this___— day of 19__. The individuals whose signatures appear below are authorized to sign this Agreement on behalf of the Party indicated. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY ATLTES Tz GOAT LAKE HYDRO, INC. AIDEA/Goat Lake Project Memorandum of Agreement AFF0514E/3730.0006 Page 3 Préy Ale ALASKA INDUSTRIAL DEVELOPmcNT AND EXPORT AUTHORITY RESOLUTION NO. 96-5 RESOLUTION OF THE ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY EXPRESSING OFFICIAL INTENT TO ISSUE BONDS TO FINANCE THE FACILITIES DESCRIBED HEREIN AND DETERMINING RELATED MATTERS. BE IT RESOLVED BY THE ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY AS FOLLOWS: Section 1. Identification of Borrower and Project. The Alaska Industrial Development and Export Authority (the "Authority") is adopting this Resolution with respect to the project described in Exhibit A (the "Project") at the request of the individual or entity described in Exhibit A (the "Borrower"). Section 2. Official Intent. The Authority is adopting this Resolution to satisfy the "official intent" requirements of Section 1.150-2 of the regulations adopted under the authority of the Internal Revenue Code of 1986, as amended, (the "Code") with respect to the Project. For this purpose, Exhibit A includes a general description of the Project and a statement of the maximum principal amount of bonds the Authority reasonably expects to issue to finance costs of the Project (the "Bonds"). The Authority intends to use the proceeds of the Bonds to finance costs of the Project, and certain other costs, which are eligible under the Code for financing with proceeds of tax-exempt bonds (the "Eligible Costs"). This Resolution is adopted on the date set forth below, and the Eligible Costs incurred up to 60 days before that date will be eligible for reimbursement with proceeds of the Bonds. As of the date set forth below, and subject to the conditions described in Section 3 below, the Authority reasonably expects that it will issue the Bonds and use the proceeds of the Bonds as described in this section. Section 3. Memorandum of Agreement. A form of aMemorandum of Agreement is attached. The Memorandum of Agreement describes certain conditions that must be satisfied prior to the issuance of the Bonds. Issuance of the Bonds by the Authority shall require additional resolutions of this Board. The Executive Director is authorized to enter into a Memorandum of Agreement with the Borrower substantially in the form attached. Adopted this 21st day of May 1996. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY Wig. lye Chairman “Hie 2 l et ED py Secretary EXHIBIT A PROJECT DESCRIPTION PROJECT DESCRIPTION: The Goat Lake Hydroelectric Project (FERC Project Number 11077) is a hydroelectric power project that will provide electricity within the City of Skagway, Alaska. The project will include a siphon intake and siphon, spill route, pumpback/valve station, penstock, powerhouse, transmission line, and other facilities for the generation and furnishing of electricity. The location of the project is Goat Lake near Skagway, Alaska. BORROWER: Goat Lake Hydro, Inc. MAXIMUM PRINCIPAL AMOUNT OF BONDS EXPECTED TO BE ISSUED: $10,000,000 AIDEA/Goat Lake Project Eligibility Resolution No. 96-5 AFF0514D/3730.0006 Page 2 MEMORANDUM OF AGREEMENT This Memorandum of Agreement (the "Agreement") is entered into between the Alaska Industrial Development and Export Authority (the "Authority") and the entity whose signature appears below (the "Company" and, together with the Authority, the Parties"). PURPOSE The Authority has adopted a resolution (the "Resolution") expressing its intention to issue bonds (the "Bonds") to finance certain costs of the Company's project described in Exhibit A. The Resolution states that the Authority's intention to issue the Bonds depends upon satisfaction of the conditions stated in this Agreement. The purpose of this Agreement is to set forth minimal conditions which must be satisfied before the Authority will make a final determination whether to issue the Bonds or to provide any other form of financial assistance with respect to the Project (the issuance of the Bonds and the providing of any other form of financial assistance being hereafter referred to collectively as the "Financial Assistance"). The Parties mutually understand and agree that neither the Resolution nor this Agreement creates any obligation on the part of the Authority to provide any Financial Assistance even if the minimal conditions set forth in this Agreement are met. The final determination to provide any Financial Assistance will be made by the Authority's Board of Directors and will depend upon satisfaction of the conditions set forth in this Agreement and upon the facts and circumstances in existence at the time such determination is made. FINANCING DOCUMENTS Before the Authority will determine whether to provide any Financial Assistance, the Parties must agree upon the form that the financing documents will take. The form may be a loan agreement, a lease agreement, or another form agreed to by the Parties. In all events, the financing documents must provide for sufficient payments from the revenues of the Project, from the Company, or from any other source identified in the financing documents sufficient to provide for payment of principal and interest with respect to the Bonds when and as due and for payment of all costs associated with the issuance of the Bonds (or, if the Financial Assistance takes a form other than the issuance of Bonds, to provide for reimbursement for the Financial Assistance when and as due) based upon the terms agreed to by the Parties or upon terms determined in accordance with procedures agreed to by the Parties. The financing documents must also provide for (1) the assignment of security interests in the Project and other security for the reimbursement of the Financial Assistance satisfactory to the Authority and (2) if applicable, a schedule for the completion of the Project and closing of the Financial Assistance. CREDIT REVIEW The Authority shall conduct a credit review of the Project and the Company to determine the creditworthiness of each. Upon reasonable request from the Authority, the Company shall provide information and materials requested by the Authority in connection with such credit review. DUE DILIGENCE The Company will cooperate with the Authority in providing, or causing to be provided, all information that may be necessary or desirable, as identified by the Authority, to enable the Authority to determine whether to provide the Financial Assistance or to enable the Authority to provide material information about the Company in any offering document that may be prepared in connection with the issuance of the Bonds. EXPIRATION OF AGREEMENT The Parties shall make reasonable and good faith efforts to determine mutually agreeable terms for the Financial Assistance, including the form of the financing documents; the principal amount, interest rate, maturity, and other terms relating to any loan from the Authority to the Company; and the form of security to be provided. The Parties shall determine the mutually agreeable terms for the Financial Assistance within one year after the date of this Agreement set forth below or such later date as the Parties may mutually agree upon. If the Parties fail to determine mutually agreeable terms for the Financial Assistance within the time established in the preceding paragraph, the Company will immediately reimburse the Authority for all reasonable and necessary expenses which the Authority may incur arising from the execution of this Agreement and the perfor- mance by the Authority of its obligations hereunder. PROCEEDINGS Upon reaching mutually agreeable terms and satisfying the preceding provisions of this Agreement, each of the Parties agrees that it will promptly initiate appropriate steps to cause its governing body (which, in the case of the Authority, is its board of directors) to determine whether to grant final approval for the Financial Assistance and any documentation and other undertakings appropriate in connection with the Financial Assistance. If the respective governing bodies grant final approval, the Parties shall agree to a closing date for the Financial Assistance at which time the financing documents will be executed. AIDEA/Goat Lake Project Memorandum of Agreement AFF0514E/3730.0006 Page 2 The Parties have entered into this Agreement this___— day of 19__. The individuals whose signatures appear below are authorized to sign this Agreement on behalf of the Party indicated. ALASKA INDUSTRIAL DEVELOPMENT AND EXPORT AUTHORITY ATTEST: GOAT LAKE HYDRO, INC. AIDEA/Goat Lake Project Memorandum of Agreement AFF0514E/3730.0006 Page 3