HomeMy WebLinkAbout1990-060
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RESOLUTION NO. 90-60
3 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. TWO TO
4 THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
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NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
6 COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS:
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The Mayor of the City of San Bernardino is
SECTION 1.
8 hereby authorized and directed to execute Supplement No. Two to
9 the Indenture between the City of San Bernardino and Trust
10 Services of America, Inc., in the form of a copy of said
11 Supplement attached hereto as Exhibit "A".
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SECTION 2.
Said Supplement shall not take effect until
13 fully signed and executed by all parties. The City shall not be
14 obligated hereunder unless and until the Supplement is fully
15 executed and no oral agreement relating thereto shall be implied
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16 or authorized.
SECTION 3.
This resolution is rescinded if the parties
18 to the Supplement fail to execute it within Sixty (60) days of
19 the passage of this resolution.
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DAB/ses
February 7, 1990
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RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. TWO TO
THE INDENTURE 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
meeting thereof, held on the 19th
reqular
day of
, 1990, by the following vote, to wit:
Februarv
Council Members: AYES NAYS ABSTAIN
ESTRADA x
REILLY x
FLORES x
MAUDSLEY x
MINOR x
POPE-LUDLAM x
MILLER x
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Cii:y Clerk
The foregoing resolution is hereby approved this cS</AT day
,.--,'
of
February
, 1990.
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
BY:~
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DAB/ses
February 7, 1990
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SUPPLEMENT NO. TWO TO THE INDENTURE
This Supplement No. Two 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 19, 1990 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, 1990 . 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 September I, 1990, 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 this
19th day of February, 1990.
ATTEST:
By: ~/t.$7M~>
Its :/ City Clerk
8146n/2266/03
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ATTEST:
Iiy:
Its:
8146n/2266/03
TRUST SERVICES OF AMERICA, INC.
~/7 / O"i /
By: 'Y4{~7~
Its: Authorited Representative
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1102
OF THE INDENTURE AND TO
REVOCATION OF LETTER TO CAUSE
MANDATORY REDEMPTION ON DECEMBER
1,1989:
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
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