HomeMy WebLinkAbout1991-262
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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 This resolution is rescinded if the parties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 fai 1 to execute it within sixty (60) days of the
passage of this resolution.
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DAB:bl: l473A
June 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
meeting thereof, held on the 17th
day of
June
, 1991, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
x
x
x
x
x
POPE-LUDLAM
x
MILLER
x
~~
The foregoing resolution is hereby approved this 20th
day of
, 1991.
June
.~ 'v1/~
TOM MINOR, MAYOR PRO TEMPORE
City of San Bernardino
Approved as to
form and legal content:
JAMES F. PENt1AN,
City Attorney
y/~J
DAB: b 1 : 14 73A
June 13, 1991
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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) Mandatorv 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.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
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:
Its: Authorized Representative
5765u/2266/04