HomeMy WebLinkAbout1991-064
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RESOLUTION NO. 91-64
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. FOUR
3 TO THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
4 NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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SECTION 1.
The Mayor of the City of San Bernardino is
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hereby authorized and directed to execute Supplement No. Four
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to the Indenture between the City of San Bernardino and Trust
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Services of America, Inc., in the form of a copy of said
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Supplement attached hereto as Exhibit "A".
SECTION 2.
Said Supplement shall not take effect until
fully signed and executed by all parties. The City shall not be
obligated hereunder unless and until the Supplement is fully
executed and no oral agreement relating thereto shall be implied
or authorized.
SECTION 3.
This resolution is rescinded if the parties to
the Supplement fail to execute it within Sixty (60) days of the
passage of this resolution.
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DAB/ses/CenCity2.res
February 13, 1991
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RESOLUTION...AUTHORIZING THE EXECUTION OF SUPPLEMENT...
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
Regular
day of February
meeting thereof, held on the 18th
, 1991, by the following vote, to wit:
Council Members:
ESTRADA
REILLY
FLORES
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
AYES NAYS
X
X
X
X
X
X
X
ABSTAIN
C~~~
of
February
1991.
The foregoing resolution is hereby approved th:is, 20 th day
/--/
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
~
DABjsesjCenCity2.res
February 13, 1991
/
/
2
Issuer, the Trustee and the Company, stating that such
redemption shall be waived, at least forty-five (45) but no
more than sixty (60) days prior to each such redemption date";
and
WHEREAS, the Purchaser and the Company desire to further
amend Section 30l(d) of the Indenture to provide the necessary
time to supplement possibly further the Indenture.
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 hereby are
acknowledged, the Issuer and the Trustee hereby agree as
follows:
1. Section 301(d) of the Indenture is amended and
restated as follows:
-(d) Redemption Upon Demand Of
Purchaser. Prior to the Conversion Date, the
Bonds are subject to mandatory redemption, in
whole, on July I, 1991, and on December I,
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 Redemption Date,
without premium, unless the Purchaser shall
have given notice in writing to the Issuer,
the Trustee and the Company, stating that such
redemption shall be waived, at least
forty-five (45) but no more than sixty (60)
days prior to each such redemption date,-
2. This Supplement 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
Supplement to the Indenture 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
35l8u/2266/03
ATTEST:
By:
Its: Assistant Secretary
3518u/2266/03
TRUST SERVICES OF AMERICA, INC.
By:
Its: Authorized Representative
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1102
OF THE INDENTURE:
THE CHASE MANHATTAN BANK, N.A.
By:
Its: Authorized Representative
CONSENT OF THE COMPANY AS
REQUIRED BY SECTION 1102 OF THE
INDENTURE:
CENTRAL CITY PROMENADE, a
California Limited Partnership
By:
Mark Shurgin,
General Partner
By:
Rosiland Jonas Shurgin,
General Partner
. p"."J. q I -~) lj
SUPPLEMENT NO. FOUR TO THE INDENTURE
This Supplement No. Four to the Trust Indenture, as
supplemented, dated 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 Trust Services of America, Inc., a
California corporation (the "Trustee") (the "Indenture") is
made and entered into as of February 1, 1991 between the Issuer
and the Trustee, with the consent of The Chase Manhattan Bank,
N.A. (the "Purchaser"), and Central City Promenade, a
California Limited Partnership (the "Company"), (the
"Supplement"). Capitalized terms used in this Supplement and
not otherwise defined shall have the same meaning as in the
Indenture.
WIT N E SSE T H:
WHEREAS, Section 1102 of the Indenture provides that the
Issuer and the Trustee may supplement the Indenture "as shall
be deemed necessary and desirable by the Issuer or the Trustee
for the purpose of mOdifying, altering, amending, adding to or
rescinding, in any particular, any of the terms or provisions
contained. . .[therein] or in any supplemental indenture;
provided, however, that nothing contained in . . .
Section [1102] shall permit, or be construed as permitting,
without the consent of the Holder or Owner of every bond,
(i) an extension of the maturity of the principal of or the
interest thereon or of any redemption dates from the Bond Fund
. . ..; and
.
WHEREAS, the Purchaser is the "Holder or Owner of every
Bond"; and
WHEREAS, the Trustee or Issuer has deemed it "necessary and
desirable" to modify the Indenture; and
WHEREAS, Section 1102 of the Indenture provides further
that "a supplemental indenture . . . which affects the rights
of the Company shall not become effective unless and until the
Company shall have consented to the adoption of such
supplemental indenture"; and
WHEREAS, this Supplement "affects the rights of the
Company"; and
WHEREAS, Section 301(d) of the Indenture provides that
"prior to the Conversion Date, the Bonds are subject to
mandatory redemption, in whole, on March 1, 1991. . . unless
the Purchaser shall have given notice in writing to the