HomeMy WebLinkAbout1992-482
21
31
4
I
hi
;)
6
7
8
9
10
11
12
131
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION NO. 92-482
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. SEVEN TO
THE LOAN AGREEMENT RELATING TO CENTRAL CITY PROMENADE.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
SECTION 1. The Mayor of the City of San Bernardino is
hereby authorized and directed to execute Amendment No. Seven to
the Loan Agreement between the City of San Bernardino and Central
City Promenade, in the form of a copy of said Amendment attached
hereto as Exhibit nAn.
SECTION 2. Said Amendment shall not take effect until
fully signed and executed by all parties. The City shall not be
obligated hereunder unless and until the Amendment is fully
executed and no oral agreement relating thereto shall be implied or
au thor i zed.
Section 3. This resolution is rescinded if the parties
to the Amendment fail to execute it within ninety (90) days of the
passage of this resolution.
I I I
I I I
I I I
I I I
I I I
I I I
I I I
I I I
I I I
DAB:bl :1472A
December 15, 1992
-1 -
,n
2
3
4
5
6
7
8
9
10
II
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
RESOLUTION...AUTHORIZING THE EXECUTION...RELATING TO
CENTRAL CITY PROMENADE.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a reqular meeting thereof, held on the 21st
day of December
, 1992, by the following vote, to wit:
Council Members:
AYES
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
The foregoing resolution
day 0~€.=~'<0."""-"1l , 1992.
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
By: ~~f4J
./
DAB:bl :1472A
December 15, 1992
NAYS
ABSTAIN
x
x
x
x
x
x
x
~~~
- 2 -
AMENDMENT NO. SEVEN TO THE LOAN AGREEMENT
This Amendment No. Seven to the Loan Agreement, as amended,
as of December 15, 1984 between the city of San Bernardino, a
chartered city duly organized and existing under the
Constitution of the State of California and its City Charter
(the "Issuer") and Central City Promenade, a California Limited
Partnership (the "Company") (the "Loan Agreement") is made and
entered into as of January 1, 1993 between the Issuer and the
Company, with the consent of Chemical Trust company of
California, as sucessor to othe original trustee (the
"Trustee") and The Chase Manhattan Bank, N.A. (the "purchaser")
(the "Amendment"). Capitalized terms used in this Amendment
and not otherwise defined shall have the same meaning as in the
Loan Agreement.
WIT N E SSE T H:
WHEREAS, Section 9.06 of the Loan Agreement provides that
the Issuer and the Company may supplement the Loan Agreement
with the consent of the Trustee; and
WHEREAS, Section 1202 of the Trust Indenture dated as of
December 15, 1984 between the Issuer and the Trustee (the
"Indenture") provides that "neither the Issuer nor the Trustee
shall consent to any . . . amendment of the Loan Agreement
. . . without publication of notice and mailing and the written
~pprov31 or consent of the Holder and Owners of not less than
one hundred percent (100\) in aggregate principal amount of the
Bonds .. ."; and
WHEREAS, the Purchaser is the "Holder or Owner of every
Bond"; and
WHEREAS, the Purchaser's consent to this Amendment as
indicated by its execution of this Amendment is sufficient to
meet the consent and notice requirements of Section 1202 of the
Indenture; and
WHEREAS, Section 6.03(c) of the Loan Agreement provides
that "prior to the Conversion Date, the Note is subject to
Mandatory Prepayment, in whole, on January 1, 1993 . . . unless
the Purchaser has given notice in writing evidencing its waiver
of such redemption at least forty-five (45) days, but no more
than sixty (60) days, prior to such Redemption Date to the
Issuer, the Trustee and the Company"; and
WHEREAS, the Company and the Purchaser desire to amend
Section 6.03(c) of the Loan Agreement to provide the necessary
time to amend possibly further the Loan Agreement.
NOW, THEREFORE, in consideration of the mutual covenants
and undertaking set forth herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby
acknowledged, the Issuer and the Trustee hereby agree as
follows:
1. Section 6.03(c) of the Loan Agreement is amended and
restated as follows:
"(c) Mandatorv Preoavment Uoon Demand of
Purchaser. Prior to the Conversion Date, the
Note is subject to mandatory prepayment, in
whole, on February 1, 1993, July 15, 1993,
January 1, 1995, and December 1, 1995 and on
each fifth December 1 thereafter until
maturity, at a price equal to the principal
amount of Outstanding Bonds plus accrued
interest to the date of prepayment, without
premium, unless the Purchaser shall have given
notice in writing evidencing its waiver of
such redemption, at least forty-five (45)
days, but no more than sixty (60) days, prior
to each such Redemption Date to the Issuer,
the Trustee and the Company."
2. This Amendment may be executed in several
counterparts, each of which shall be an original and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to the Loan Agreement to be executed on their behalf
by their duly authorized officers, and, if applicable, their
corporate seal to be affixed and duly attested all as of the
day first above written.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
3695Q/2266/03