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HomeMy WebLinkAbout1991-261 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 RESOLUTION NO. 91-261 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. FIVE 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. Five 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 Exhi bi t "A". 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 authorized. Section 3. This resolution is rescinded if the parties to the Amendment fail to execute it within sixty (60) days of the passage of this resolution.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 June 13, 1991 -1 - 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 requ1ar meeting thereof, held on the 17th day of June , 1991, by the following vote, to wit: Counc i 1 Members: AYES NAYS ABSTAIN ESTRADA -1L REI LL Y x HERNANDEZ -1L MAUDSLEY x MINOR x POPE-LUDLAM x MILLER -1L ~~ day of The foregoing resolution is hereby approved this 20th June , 1991. Approved as to form and legal content: JAMES F. PENMAN, Ci ty Attorney ~ DAB: b 1 : 1 472A June 13, 1991 - 2 - ~1'9?Yl R/G~ TOM MINOR, MAYOR PRO TEMPORE City of San Bernardino SUPPLEMENT NO. FIVE TO THE INDENTURE This Supplement No. Five 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, as succeeded by Manufacturers Hanover Trust Company (the "Trustee") (the "Indenture") is made and entered into as of June 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 July 1, 1991. . . 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"; 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 30l(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 January 1. 1992. and on 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 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 5764u/2266/04 '-. MANUFACTURERS HANOVER TRUST COMPANY 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 SChurgin, General Partner By: Rosiland Jonas Schurgin, General Partner 5764u/2266/04 i-m CITY OF SAN BERNARDINO INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 1984A (CENTRAL CITY PROMENADE PROJECT) CERTIFICATE OF THE COMPANY The undersigned as the sole general partners of Central City Promenade, a California Limited Partnership (the "Company") hereby certifies that the Company has complied in all material respects as of the date hereof with the terms and conditions of the Indenture, as supplemented, the Loan Agreement, as amended and the Regulatory Agreement, as amended, and no event of default thereunder has been declared as of the date hereof. All capitalized terms used herein and not otherwise defined shall have the meaning given them in the Indenture relating to the above-referenced financing. Da~d: June ,1991 CENTRAL CITY PROMENADE, a California limited partnership By: Mark Schurgin, General Partner By: Rosaland Jonas SChurgin, General Partner 5766u/2266/04 [FORM OF BOND COUNSEL OPINION] As of June 1, 1991 City of San Bernardino San Bernardino, California Manufacturers Hanover Trust Company New York, New York Re: City of San Bernardino, Industrial Development Revenue Bonds, Series 1984A (Central City Promenade proiect) (the "Bonds") Ladies and Gentlemen: We have acted as counsel for 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"), in connection with the supplementing and amending of the Indenture and Loan Agreement, as defined below. In that connection, we have examined originals or copies certified or otherwise identified to our satisfaction of (1) the Trust Indenture dated as of December 15, 1984 between the Issuer and Trust Services of America, Inc., a California corporation as succeeded by Manufacturers Hanover Trust Company (the "Trustee") (the "Indenture"); (2) the Loan Agreement dated as of December 15, 1984 between the Issuer and Central City Promenade, a California limited partnership (the "Company") (the "Loan Agreement"); (3) Supplement No. One to the Indenture dated as of November 30, 1989 between the Issuer and the Trustee; (4) Amendment No. One to the Loan Agreement dated as of November 30, 1989 between the Issuer and the Company; (5) Supplement No. Two to the Indenture dated, as of February 19, 1990 between the Issuer and the Trustee; City of San Bernardino Manufacturers Hanover Trust Company As of June 1, 1991 Page Two (6) Amendment No. Two to the Loan Agreement dated as of February 19, 1990 between the Issuer and the Company; (7) Supplement No. Three to the Indenture dated as of August 24, 1990 between the Issuer and the Trustee; (8) Amendment No. Three to the Loan Agreement dated as of August 24, 1990 between the Issuer and the Company; (9) Supplement No. Four to the Indenture dated as of February 1, 1991 between the Issuer and the Trustee; (10) Amendment No. Four to the Loan Agreement dated as of February 1, 1991 between the Issuer and the Company; (11) Supplement No. Five to the Indenture dated as of June 1, 1991 between the Issuer and the Trustee (the .Supplement No. Five.); (12) Amendment No. Five to the Loan Agreement dated as of June 1, 1991 between the Issuer and the Company (the .Amendment No. Five.) and (13) the Internal Revenue Code of 1986, as amended, and such regulations, revenue rulings and private letter rulings promulgated or issued thereunder (the .Code.) and predecessor statutes as we have deemed relevant to the rendering of this opinion. For purposes of the opinions rendered below, we have assumed, without investigation, that the above-described documents represent all agreements among the Bondholders and all other parties to the transactions contemplated by the Indenture, as amended, and Loan Agreement, as amended. Based upon our examination of the foregoing, and in reliance thereon, and on allegations of fact as we deem relevant under the circumstances, we are of the opinion that: 1. The execution and delivery of the Amendment No. Five and the Supplement No. Five have been authorized by the Issuer and, assuming proper authorization, execution and delivery by the respective other parties thereto, including parties consenting thereto, are valid and binding Obligations of the Issuer enforceable in accordance with their terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by the exercise of judicial discretion in accordance with general principles of equity. 2. Assuming that interest on the Bonds is exempt from federal income taxation currently, the Supplement No. Five and the Amendment No. Five will not cause interest on the Bonds to cease to be exempt from gross income for purposes of federal income taxation or from personal income taxes imposed by the State of California. City of San Bernardino Manufacturers Hanover Trust Company As of June 1, 1991 Page Three We note that this office did not serve as bond counsel in connection with the original issuance of the Bonds and has at no time rendered an opinion regarding the exemption from federal or State income taxation of interest on the Bonds. We have not reviewed the documents or any underlying facts or circumstances relative to the tax exempt status of interest on the Bonds either at the date of original issuance of the Bonds or at any time since such date. Moreover, in order for interest on the Bonds to remain exempt from federal income taxation subsequent to the bond issuance date, it is necessary that the provisions of Section 103(b)(6)(D), among others, of the Internal Revenue Code of 1954, as amended, be complied with on a continuous basis. Because we have made no independent investigation as to whether there has been such compliance in the present case, for purposes of this opinion, we have assumed that interest on the Bonds is exempt from federal income taxation and State of California personal income taxation as of the date of this opinion and express no opinion as to whether interest on the Bonds is presently exempt from federal income taxation or State of California personal income taxation. We have not undertaken to verify through independent investigation the accuracy of the representations made to us or of the foregoing assumptions made by us in rendering this opinion. The opinions expressed herein may be relied upon by the addressees of this opinion and may not be relied upon by any other party. Respectfully submitted, 5769u/2266/04 I I. . . CITY OF SAN BERNARDINO INDUSTRIAL DEVELOPMENT REVENUE BONDS (CENTRAL CITY PROMENADE PROJECT) SERIES 1984A . DOCUMENT INDEX l. Supplement No. Five to the Indenture. . 2 . Amendment No. Five to the Loan Agreement. 3 . Resolution Number 91-261 of the City. 4 . Resolution Number 91-262 of the City. . 5. Certificate of the Company. 6. Opinion of Counsel for the City. 7. Opinion of Counsel for the Developer. . . \(j ::u ,-" ~ G m C) .~ . OJ ~, --I CJ ~jv :-) , :;J;:> 8' < en ? .- .I>- ..-1 \C n ~.: . . I . . . I . . . . . . .. . . SUPPLEMENT NO. FIVE TO THE INDENTURE . !. This Supplement No. Five 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, as succeeded by Manufacturers Hanover Trust Company (the "Trustee") (the "Indenture") is made and entered into as of June 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 1 imited 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 July 1, 1991. . . 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"; and WHEREAS, the Purchaser and the Company desire to further amend Section 301(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 January 1, 1992, and on 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 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. By: Its: . CITY OF SAN . ATTEST: By: ~~~'-<--~1_ Its: ity ClerK c1 . 5764u/2266/04 . . MANUFACTURERS HANOVER TRUST COMPANY . ~~~ By: ,~_ Its: Authorized Repres ative 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 Schurgin, General Partner By: . Rosiland Jonas Schurgin, General Partner . I :. . 5764u/2266/04 . . MANUFACTURERS HANOVER TRUST COMPANY . By: Its: Authorized Representative CONSENT OF THE HOLDER OF EACH BOND AS REQUIRED BY SECTION 1102 OF THE INDENTURE: . MANHATTAN BANK, N.A. ~. /t/(/I---- THE CHASE By: Its: . CONSENT OF THE COMPANY AS REQUIRED BY SECTION 1102 OF THE INDENTURE: . CENTRAL CITY PROMENADE, a California Limited Partnership By: . Mark Schurgin, General Partner By: Rosiland Jonas Schurgin, General Partner . . . . 5764u/2266/04 . . MANUFACTURERS HANOVER TRUST COMPANY . 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 PRO ENADE, a California Limo ed Partnership By: . rgin, artner By: ~. Rosiland Jon . General Partner . . . 5764u/2266/04 . AMENDMENT NO. FIVE TO THE LOAN AGREEMENT . . This Amendment No. Five 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 June 1, 1991 between the Issuer and the Company, with the consent of Manufacturers Hanover Trust Company, as successor to Trust Services of America, Inc., a California corporation (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 approval 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 July 1, 1991 . . . 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) Mandatory Prepayment Upon Demand of Purchaser. Prior to the Conversion Date, the Note is subject to mandatory prepayment, in whole, on January 1, 1992, and on 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.~; // . ;7 ATTEST: . By: ~~,~ Its: Cl y Clerk . . 5765u/2266/04 . CENTRAL CITY PROMENADE, a California Ii "ted partnership . By: donas Schurgin, al Partner . By: . CONSENT OF THE TRUSTEE AS REQUIRED BY SECTION 9.06 OF THE LOAN AGREEMENT: . MANUFACTURERS HANOVER TRUST COMPANY 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 . . . . 5765u12266/04 . CENTRAL CITY PROMENADE, a California limited partnership . By: Mark Schurgin, General Partner . By: Rosaland Jonas Schurgin, General Partner . CONSENT OF THE TRUSTEE AS REQUIRED BY SECTION 9.06 OF THE LOAN AGREEMENT: . MANUFACTURERS HANOVER TRUST COMPANY BY:~~~ Its: Authorized Represen lve . 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 . . . . 5765u/2266/04 . CENTRAL CITY PROMENADE, a California limited partnership . By: Mark Schurgin, General Partner . By: Rosaland Jonas SChurgin, General Partner . CONSENT OF THE TRUSTEE AS REQUIRED BY SECTION 9.06 OF THE LOAN AGREEMENT: . MANUFACTURERS HANOVER TRUST COMPANY 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: ~ /~../U:/L Its :/ '" Authorized Representative . . . . 5765u/2266/04 . . . . . . . . . . . ., . 2i . :I 4 5 6 7 . 8 9! I 10 ! 11 12 i 13 14 15 }(j . . . 17 . 18 HI 20 21 22 23 24 25 26 27 28 . . . RESOLUTION NO. 91-261 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. FIVE 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. Five 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 "A". 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 authorized. Section 3. This resolution is rescinded if the parties to the Amendment fail to execute it within sixty (60) 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 June 13, 1991 -1 - . . 2 3 4 . 5i I 6 7 . 8 9 10 . , II I . 12 13 14 15 IG 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 Jf the City of San Bernardino at a requ1ar meeting thereof, held on the 17th , 1991, by the following vote, to wit: day of June Council Members: ESTRADA REILLY HERNANDEZ MAUDSLEY MINOR POPE-LUDLAM MILLER AYES NAYS ABSTAIN ~ x ~ ~ x x x ~~ The foregoing resolution is hereby approved this 20th day of , 1991. June Approved as to form and legal content: JAMES F. PENMAN, City Attorney ~ DAB:bl: 1472A June 13, 1991 ~,qJy( '71{t1-~ ToM MIIIOR, MAYOR PRO TEMPORE City of San Bernardino - 2 - . EXHIBIT A AMENDMENT NO. FIVE TO THE LOAN AGREEMENT . . This Amendment No. Five to the Loan Agreement, as amended, as of December IS, 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 wIssuerW) and Central City Promenade, a California Limited Partnership (the wCompanyW), (the wLoan AgreementW) is made and entered into as of June I, 1991 between the Issuer and the Company, with the consent of Manufacturers Hanover Trust Company, as successor to Trust Services of America, Inc., a California corporation (the wTrusteeW), and The Chase Manhattan Bank, N.A. (the wPurchaserW), (the wAmendmentW). 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 wIndentureW) provides that wneither the Issuer nor the Trustee shall consent to any . . . amendment of the Loan Agreement . . . without publication of notice and mailing and the written approval or consent of the Holder and Owners of not less than one hundred percent (100\) in aggregate principal amount of the Bonds . . . w; and . WHEREAS, the Purchaser is the wHolder or Owner of every Bondw; 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 July I, 1991 . . . 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 CompanyW; 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 Prepayment Upon Demand of Purchaser. Prior to the Conversion Date, the Note is subject to mandatory prepayment, in whole, on January I, 1992, and on 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 . . 5765u/2266/04 r. ! ' . CENTRAL CITY PROMENADE, a California limited partnership By: Mark Schurgin, General Partner ;. By: Rosaland Jonas SChurgin, General Partner I. CONSENT OF THE TRUSTEE AS REQUIRED BY SECTION 9.06 OF THE LOAN AGREEMENT: . MANUFACTURERS HANOVER TRUST COMPANY . 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 . . . 5765u/2266/04 . . 1 2 :I 4 5 6 . 7 . 8 9 10 11 12 13 14 15 I6 . . . 17 18 19 . 20 21 22 23 24 25 26 27 28 . . . RESOLUTION NO. 91-262 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. FIVE TO THE INDENTURE 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 Supplement No. Five to the Indenture between the City of San Bernardino and Central City Promenade, in the form of a copy of said 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 impl ied 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. I I I i ; i I I I I I I I I I I I I I I I I I / / / / DAB: b 1 : 14 73A June 13, 1991 -1 - I-~ . 1 . 2 3 4 . 5 6 i . 8 9 . 10 11 121 13 . I 14, . 15 16 II I , Ii 18 . 19, 20 21 22 23 24 . 25 . 26 27 28 . 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 meeting thereof, held on the 17th day of , 1991, by the following vote, to wit: June Council Members: AYES NAYS ABSTAIN ESTRADA x RE I LL Y x HERNANDEZ MAUDSLEY MINOR x x x POPE-LUDLAM MILLER x x ~~~ Cit 1 erk The foregoing resolution is hereby approved this 20th day of , 1991. .~~ ~j~ TOM MIHOR, MAYOR PRO TEMPORE City of San Bernardino June Approved as to form and legal content: JAMES F. PENHAN, City Attorney ;/~~J DAB: b 1 : 14 73A June 13, 1991 - 2 - ~ EXHIBIT A SUPPLEMENT NO. FIVE TO THE INDENTURE . . This Supplement No. Five 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, as succeeded by Manufacturers Hanover Trust Company (the "Trustee") (the "Indenture") is made and entered into as of June I, 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 .U~C~~~dLY 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 30l(d) of the Indenture provides that "prior to the Conversion Date, the Bonds are sUbject to mandatory redemption, in whole, on July I, 1991. . . 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"; and WHEREAS, the Purchaser and the Company desire to further amend Section 301(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 January 1, 1992, and on 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 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 . 5764u/2266/04 . . MANUFACTURERS HANOVER TRUST COMPANY . 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 Schurgin, General Partner . By: Rosiland Jonas SChurgin, General Partner . , :. . 5764u/2266/04 . . CITY OF SAN BERNARDINO INDUSTRIAL DEVELOPMENT REVENUE BONDS, SERIES 19B4A (CENTRAL CITY PROMENADE PROJECT) CERTIFICATE OF THE COMPANY . The undersigned as the sole general partners of Central City Promenade, a California Limited Partnership (the "Company") hereby certifies that the Company has complied in all material respects as of the date hereof with the terms and conditions of the Indenture, as supplemented, the Loan Agreement, as amended and the Regulatory Agreement, as amended, and no event of default thereunder has been declared as of the date hereof. All capitalized terms used herein and not otherwise defined shall have the meaning given them in the Indenture relating to the above-referenced financing. . Dated: June ,1991 . CENTRAL CITY PROM NADE, a California l'mi d partnership By: ------ Jonas SChurgin, Partner . By: . 5766u/2266/04 . . . . l . ,.RITZ A. STRAOl-ING I'll leI< E, VOCCA C. CRAIG CARLSON WI'-'..IAM R. RAUTH III K. C. SCHAAF" RICHARD C. GOODMAN ,JOHN .J. MURPHY THOMAS P. CLARIl;, .JR. BEN A. FRYOMAN DAVID R. MCEWEN PAUL L. G"LE RUCOLPH C. SHEPARD ROBERT J. KANE M. O. TAl-SOT BRUCE C. STUART E. KURT YEAGER ROBERT .J. WHALEN ROBERT E. RICH THOMAS A. PISTONE: F1",NOAI..L J. SHERMAN BRUCE W. F"EUCHTER MARK oJ. HUEBSCH KAAEN A. ELLIS ELIZABETH C. GREEN BRUCE O. MAY DONALD oJ. HAMMAN .JOHN .... SWIGART, .JR. MICHAEL A. ZABL.OCKI NEIl-A R. l!!lERNSTEIN eEl-ESTE STAHL BRADY CHRISTOPHER J. KILPATRICK ,JOEL H. GUTH .JULIE MCCOY AKINS DAWN C. HONEYWELL OWEN B. LUBOW LAWRENCE. B. COHN WARREN 8. DIVEN ..JAMES DElCTEFI CLARK STEPHEN H. LACOUNT HARL.E:Y 1... B.JEL.LANO STEPHEN T, F"REEMAN PERRY..J. TAANOF"SKY ROBERT A. WIl.SON l.ISA M. KITS UTA CHERYl. A. DOW NICHOl.AS ..J. YOCCA ..JUl.IE M. PORTER MARl'; T. PAl.l N ROBERT C. F"UNSTEN Al.ETA l.OUISE BRYANT RONAl.D A. VAN Bl.ARCOM STEPHEN M. MCNAMARA GARY A. PEMBERTON ..JOHN M. ANTOCI CAROl. l.. l.EW ..J. MICHAEl. VAUGHN DENtSE E. HARBAUGH BARBARA l.. ZEID ERIC T. SAl.TZMAN ..JON E. GOETZ Al.AN ..J. I';ESSEl. GARY P. DOWNS ..JOHN D. IREl.AND MICHAEl. ..J. PENDERGAST DAVID H. MANN GAl.E I. SCHl.ESINGER CHRISTOPHER M. MOROPOUl.OS DANA M. I';EZMOH DARRYl. S. GIBSON ..JOHN G. MCCl.ENDON TODD R. THAI';AR RICHARD T. NEEDHAM ROBERT C. WAl.l.ACE DAMON C. MOSl.ER STRADLING, YOCCA, CARLSON & RAUTH A t=>ROF"ESS10NAL CORPORATION ATTORNEYS AT LAW 660 NEWPORT CENTER DRIVE, SUITE 1600 POST OF"F"ICE 80X 7680 ..JOHN E. BRECKENRIDGE RENA C. STONE OF COU"9~" NEWPORT BEACH, CALIFORNIA a2eeO-e441 TELEt=>HONE (714) 7.25-4000 TELEPHONE (714) 640-70.3~ WRITER'S DIRECT DIAL: ""AX NUMBER (714) 72S'4100 . As of June 1, 1991 . . City of San Bernardino San Bernardino, California Manufacturers Hanover Trust Company New York, New York . Re: City of San Bernardino, Industrial Development Revenue Bonds, Series 1984A (Central City Promenade proiectl (the "Bonds"l Ladies and Gentlemen: . We have acted as counsel for 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"), in connection with the supplementing and amending of the Indenture and Loan Agreement, as defined below. . . In that connection, we have examined originals or copies certified or otherwise identified to our satisfaction of (1) the Trust Indenture dated as of December 15, 1984 between the Issuer and Trust Services of America, Inc., a California corporation as succeeded by Manufacturers Hanover Trust Company (the "Trustee") (the "Indenture"); (2) the Loan Agreement dated as of December 15, 1984 between the Issuer and Central City Promenade, a California limited partnership (the "Company") (the "Loan Agreement"); (3) Supplement No. One to the Indenture dated as of November 30, 1989 between the Issuer and the Trustee; (4) Amendment No. One to the Loan Agreement dated as of November 30, 1989 between the Issuer and the Company; (5) Supplement No. Two to the Indenture dated, as of February 19, 1990 between the Issuer and the Trustee; . . . City of San Bernardino Manufacturers Hanover Trust Company As of June 1, 1991 Page Two (6) Amendment No. Two to the Loan Agreement dated as of February 19, 1990 between the Issuer and the Company; (7) Supplement No. Three to the Indenture dated as of August 24, 1990 between the Issuer and the Trustee; (8) Amendment No. Three to the Loan Agreement dated as of August 24, 1990 between the Issuer and the Company; (9) Supplement No. Four to the Indenture dated as of February 1, 1991 between the Issuer and the Trustee; (10) Amendment No. Four to the Loan Agreement dated as of February 1, 1991 between the Issuer and the Company; (11) Supplement No. Five to the Indenture dated as of June 1, 1991 between the Issuer and the Trustee (the "Supplement No. Five"); (12) Amendment No. Five to the Loan Agreement dated as of June 1, 1991 between the Issuer and the Company (the "Amendment No. Five") and (13) the Internal Revenue Code of 1986, as amended, and such regulations, revenue rulings and private letter rulings promulgated or issued thereunder (the "Code") and predecessor statutes as we have deemed relevant to the rendering of this opinion. For purposes of the opinions rendered below, we have assumed, without investigation, that the above-described documents represent all agreements among the Bondholders and all other parties to the transactions contemplated by the Indenture, as amended, and Loan Agreement, as amended. . . . . . Based upon our examination of the foregoing, and in reliance thereon, and on allegations of fact as we deem relevant under the circumstances, we are of the opinion that: . 1. . . . . The execution and delivery of the Amendment No. Five and the Supplement No. Five have been authorized by the Issuer and, assuming proper authorization, execution and delivery by the respective other parties thereto, including parties consenting thereto, are valid and binding obligations of the Issuer enforceable in accordance with their terms, except to the extent that enforceability may be limited by moratorium, bankruptcy, reorganization, insolvency or other laws affecting creditors' rights generally or by the exercise of judicial discretion in accordance with general principles of equity. 2 . Assuming that interest on the Bonds is exempt from federal income taxation currently, the Supplement No. Five and the Amendment No. Five will not cause interest on the Bonds to cease to be exempt from gross income for purposes of federal income taxation or from personal income taxes imposed by the State of California. . . City of San Bernardino Manufacturers Hanover Trust Company As of June 1, 1991 Page Three . We note that this office did not serve as bond counsel in connection with the original issuance of the Bonds and has at no time rendered an opinion regarding the exemption from federal or State income taxation of interest on the Bonds. We have not reviewed the documents or any underlying facts or circumstances relative to the tax exempt status of interest on the Bonds either at the date of original issuance of the Bonds or at any time since such date. Moreover, in order for interest on the Bonds to remain exempt from federal income taxation subsequent to the bond issuance date, it is necessary that the provisions of Section l03(b)(6)(D), among others, of the Internal Revenue Code of 1954, as amended, be complied with on a continuous basis. Because we have made no independent investigation as to whether there has been such compliance in the present case, for purposes of this opinion, we have assumed that interest on the Bonds is exempt from federal income taxation and State of California personal income taxation as of the date of this opinion and express no opinion as to whether interest on the Bonds is presently exempt from federal income taxation or State of California personal income taxation. We have not undertaken to verify through independent investigation the accuracy of the representations made to us or of the foregoing assumptions made by us in rendering this opinion. . . . . The opinions expressed herein may be relied upon by the addressees of this opinion and may not be relied upon by any other party. . ;Jt;;:it~ ~~ . . . 5769u/2266/04 . . . . . . . . . . . . . CENTRAL CITY PROMENADE . FEDERAL EXPRESS As of June I, 1991 City of San Bernardino San Bernardino, California . RE: City of San Bernardino (the "Issuer") Industrial Development Revenue Bonds - Series 1984 A (Central City Promenade Project) (the "Bonds") Gentlemen: . I am the General Counsel for Central City Promenade, a California Limited Partnership (the "Borrower"). In my capacity as such General Counsel, I have examined originals or copies certified or otherwise identified to our satisfaction as being true copies of the following documents: I. The Trust Indenture dated as of December 15, 1984 between the Issuer and Trust Services of America, Inc., a California corporation (the "Trustee") (the "Indenture"); . 2. The Loan Agreement dated as of December 15, 1984 between the Issuer and Central City Promenade, a California Limited Partnership (the "Company") (the "Loan Agreement"); 3. Supplement No. One to the Indenture dated as of November 30, 1989 among the Issuer, the Trustee and Chase Manhattan Bank, N.A. (the "Purchaser") (the "Supplement"); . 4. Amendment No. One to the Loan Agreement dated as of November 30, 1989 among the Issuer, the Trustee and the Company (the "Amendment"); 5. Amendment No. Two to the Loan Agreement dated as of February 19, 1990; . 6. Supplement No. Two to the Indenture dated as of February 19, 1990; 7. Amendment No. Three to the Loan Agreement dated as of August 24, 1990; 8. Supplement No. Three to the Indenture dated as of August 24, 1990; and . 9. Amendment No. Four to the Loan Agreement dated as of February I, 1991; 10. Supplement No. Four to the Indenture dated as of February I, 1991; II. Amendment No. Five to the Loan Agreement dated as of June I, 1991; . 12. Supplement No. Five to the Indenture dated as of June I, 1991; 13. Certificate of the Company dated June 1991; and 14. The Borrower's Partnership Agreement dated as of May 30, 1984, as amended (collectively the "Loan Documents"). . In the course of my examinations, I have assumed the genuiness of all signatures on all documents and the authenticity of all documents submitted to us as copies. As to questions of fact material to such opinions, I have, when relevant facts were not independently established, relied upon certificates of partners, officers or representatives of the Borrower. I have not independently verified the accuracy of the factual matters contained in such certificates or . . City of San Bernardino As of June I, 1991 Page 2 . opinion nor have you requested or required us to undertake any responsibility to independently verify the accuracy of the factual matters contained in such certificates. However, I have no actual knowledge that any statement contained in such certificates is inaccurate or misleading in any material respect. "To the best of my knowledge," as used in this opinion, means to the best of my actual knowledge without independent inquiry, investigation or verification of any facts and without any obligation imposed by you or otherwise to make any independent inquiry, investigation or verification of any facts. . Furthermore, the use of the term "enforceable" below shall not imply an opinion by me as to the availability of specific performance or other equitable remedies. I further advise you that enforcement of your rights and remedies must be undertaken in a commercially reasonable manner and may be additionally limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or affecting the rights of creditors generally. . In giving this opinion, I advise you that a California court may not strictly enforce certain covenants or allow acceleration of the maturity of the indebtedness if it concludes that such enforcement or acceleration (i) would be unreasonable or (ii) would violate the lender's implied covenant of good faith and fair dealing under the then-existing circumstances. . On the basis of such examination and assumptions, and subject to the qualifications and limitations set forth herein, I am of the opinion that: . . . . . I. The Borrower has been duly organized and validly exists as a limited partnership under the laws of the State of California and has the power and authority to enter in into the transactions contemplated by the Loan Documents. 2. To the best of my knowledge, there are no actions, suits or proceedings at law or in equity (including, without limitation, condemnation or eminent domain proceedings) currently pending against or affecting Borrower or involving the validity or enforceability of the Loan Documents or for or by any governmental authority having or exercising jurisdiction over the Borrower. To the best of my knowledge, Borrower is not in default with respect to any order, writ, injunction, decree or demand of any court or any governmental authority having or exercising jurisdiction over Borrower. 3. To the best of my knowledge, the consummation of the transactions contemplated by the Loan Documents and the performance by Borrower of its obligations under the Loan Documents will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease, bank loan or security agreement, or any other instrument to which Borrower is a party or by which Borrower may be bound or affected. 4. Borrower has full power and authority to execute the Loan Documents to which it is a party and to undertake and consummate the transactions contemplated thereby, and to pay, perform and observe the conditions, covenants, agreements and obligations herein and therein contained; and the Loan Documents to which it is a party have been duly and validly executed by Borrower. The Loan Documents, subject to the qualifications listed herein, constitute the legal, valid and binding obligations of Borrower, and are enforceable under the laws of the State of California in accordance with their respective terms. . 3425 McLaughlin Avenue. Los Angeles. CA 90066 (213) 391-1200 Fax: (213) 390-3660 . City of San Bernardino As of June I, 1991 Page 3 . . This opinion letter should not be used or relied upon by any other person or entity or in any other connection, and is not to be quoted in whole or in part in any letter or document without the prior written consent of the undersigned. The opinions set forth in this letter are rendered as of the date of this letter, and we disclaim any undertaking to advise you of any changes that may be brought to our attention subsequent to that date. ~ trUIY~~' J ~ ... . R hard S. Arfa Vice President and General Counsel . . . . . . . 3425 McLaughlin Avenue. Los Angeles, CA 90066 (213) 391-1200 Fax: (213) 390-3660 .