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1 RESOLUTION NO. 9'o-~43
2 RESOLUTION OF THE CITY OF SAN BERNARDINO AUTHORIZING THE
EXECUTION OF A FIRST AMENDMENT TO PROJECT AGREEMENT AMONG THE
3 CITY OF SAN BERNARDINO; DOANE PRODUCTS COMPANY; FIRST INTERSTATE
BANK OF TEXAS, N.A.; FIRST NATIONAL BANK AND TRUST COMPANY OF
4 JOPLIN; AND WELLS FARGO BANK, NATIONAL ASSOCIATION RELATING TO
THE INDUSTRIAL DEVELOPMENT REVENUE NOTES OF 1982.
5
BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY
6 OF SAN BERNARDINO AS FOLLOWS:
7
SECTION 1. The Mayor is hereby authorized and directed to
8 execute on behalf of said City an Agreement among the CITY OF SAN
9 BERNARDINO; DOANE PRODUCTS COMPANY; FIRST INTERSTATE BANK OF
10 TEXAS, N.A.; FIRST NATIONAL BANK AND TRUST COMPANY OF JOPLIN; AND
11 WELLS FARGO BANK, NATIONAL ASSOCIATION, which agreement is
12 attached hereto, marked Exhibit" A", and incorporated herein by
13 reference as fully as though set forth at length.
14
SECTION 2.
The authorization to execute the above-
15 referenced agreement is rescinded if the parties to the agreement
16 fail to execute it within sixty (60) days of the passage of this
17 resolution.
18 I HEREBY CERTIFY that the foregoing resolution was duly
19 adopted by the Mayor and Common Council of the City of San
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,(!u4/U-l
/I
ftu;a4J meeting thereof, held on the oz<Jrk
, i
, 1990, by the fOllowing vote, to wit:
20
Bernardino at a
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day of
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DAB:br[Indust.Res]
July 30, 1990
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RESOLUTION: AUTHORIZATION TO EXECUTE FIRST AMENDMENT TO PROJECT
AGREEMENT AMONG CITY OF SAN BERNARDINO; DOANE PRODUCTS CO.; FIRST
INTERSTATE BANK OF TEXAS, FIRST NATIONAL BANK AND TRUST CO. OF
JOPLIN; AND WELLS FARGO BANK.
Council Members:
ESTRADA
REILLY
FLORES
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
of
The foregoing
6~7
j,
v
, 1990.
resolution is hereby approved this
I
),
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
~~j
DAB:br[Indust.Res]
July 30, 1990
AYES
NAYS
ABSTAIN
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~~ ~~(/J/>V-<Y-
Cit Clerk y
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Ma r PL'o Tern" t/
City of San Bernardino
2
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FIRST AMENDMENT TO PROJECT AGREEMENT
***
This First Amendment dated as of June 1, 1990 (the "First
Amendment") to the Project Agreement dated as of August 1, 1982
(the "Original Agreement"), is among THE CITY OF SAN BERNARDINO,
CALIFORNIA, a municipal corporation organized and existing under
the laws of the State of California and the City Charter of said
City (the "City"), DOANE PRODUCTS COMPANY, duly formed and
existing under the laws of the State of Missouri (the
"company"), FIRST INTERSTATE BANK OF TEXAS, N.A., a national
banking association (the "Bank"), successor by merger to Allied
Bank of Texas, FIRST NATIONAL BANK AND TRUST COMPANY OF JOPLIN,
a national banking association (along with the Bank, sometimes
hereinafter collectively referred to as the "Purchasers"), and
WEI.l.S FARCOQ BANK, NATIOnAL .".iSOC'IATION.. _na~ienar'banldflg.-
aoseeiation, as trustee (the "Trustee").
WIT N E SSE T H:
WHEREAS, pursuant to the Original Agreement, the City issued
its Industrial Development Revenue Notes of 1982, Doane Products
Company Project (the "City Notes"), in the initial aggregate
principal amount of $4,500,000; and
WHEREAS, section 10.03 of the original Agreement provides
that the Original Agreement may be amended by written agreement
of the parties thereto on the terms and conditions set forth in
the Original Agreement; and
WHEREAS, the Company
Original Agreement make
Agreement;
has requested that the parties to the
certain amendments to the original
NOW THEREFORE, in consideration of the premises and the
mutual representations, covenants and agreements herein and in
the Original Agreement, the parties hereto agree as follows:
***
MANUFACTURERS HANOVER TRUST COMPANY OF CALIFORNIA, (as successor
to WELLS FARGO BANK, N.A.)
v
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ARTICLE I.
DEFINITIONS
All the words and terms defined in the Original Agreement
and the City Notes and not otherwise defined in this First
Amendment shall have the meanings in this First Amendment as are
ascribed to them in the Original Agreement or in the City Notes,
as the case may be.
ARTICLE II.
AMENDMENTS
section 201. section 8.11 of the Original Agreement is
amended by deleting subsections (a) and (b) thereof.
section 202. This First Amendment shall supplement the'
Original Agreement only as specifically provided herein. The
parties hereto acknowledge and agree that, except as amended and
supplemented by this First Amendment, the Original Agreement
shall remain unchanged and in full force and effect in accordance
with these terms.
section 203. The parties hereto agree to execute such
further documents, consents, amendments or other instruments as
are deemed necessary to effect the amendments made by this First
Amendment.
ARTICLE III.
MISCELLANEOUS
section 301. This First Amendment may be executed in any
number of counterparts, each of which shall be an original,
however all of such counterparts shall together constitute one in
the same instrument.
section 302. This First Amendment shall in all respects
be governed and construed in accordance with the laws of the
State and the laws of the United state of America.
section 303. This First Amendment shall become effective
only upon its execution and delivery by each of the parties
hereto, and until such time shall be of no force and effect.
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IN WITNESS WHEREOF, the parties hereto have caused this
First Amendment to be executed in their respective names.
By:
Title:
BERNARDINO,
(the "Cit~")
ATTEST:
")
By: .1.A~ r!~'
Title: ~ (~I 'r
)
APPROVED AS TO FORNI
AND LEGAL CONTENT.
DOANE PRODUCTS COMPANY, a
~.Uieee1i]d corporation (the
"Company")
.
By'
id
PA,6-Si t!AJ I
By: C;;?4o ~
Title: VII!./i pAE.S,lJ~T - ,ciA//I-I\.J<ZE..
ATTEST:
~
. I C,, / /
By:_ Q~
Title: 4'S'SISTt4NI SEcIC874/Z.-,
FIRST INTERSTATE BANK OF
TEXAS, N.A., a national
banking association, successor
by merger to Allied Bank of
Texas (the "Bank") or the
("Purchaser" )
.
BY:~
Tit TPA4. ,
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FIRST NATIONAL BANK AND TRUST
COMPANY OF JOPLIN, a national
banking association (the
lIPurchasefj
)} i?Lic{j l . {~
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By:
Title:
WELLS FARCO BANK, NATIONAL
.".SSOCIA'I'IOll, Ii national
banXinq association (the
,~ MANUF CTURERS HANOVER TRUST
COMPANY ALIF RNIA, AS SUCESSOR TO
WELLS N.A. (the"Trustee")
By:
Titl
By:
Titl
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ACKNOWLEDGEMENT
STATE OF CALIFORNIA ~
~
COUNTY OF SRn RprnRrdino ~
On this 20th day of Angn"t , 1990, before me, a
notary public duly commissioned, qualified and acting within and
for the County and State aforesaid, appeared 1n person the
within-namedJ;:tl'k Rp; l1y M::J)'nr Prn-'T'pm and R.Qrnpl Kr::l~npy f
Mayor and City Clerk; respectively, of the city of Bernardino,
California, to me personally known, who stated they were duly
authorized in their respective capacities to execute the
foregoing instrument for and in the name and on behalf of said
City, and further stated and acknowledged that they had so
signed, executed and delivered the foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand in the.
official seal this 11 j-h day of ~~pj-~mh~r____ , 199
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NOTAA' PU LI
/
(SEAL)
My Commission Expires:
'-ArMlrtf!pkJ ,;Yo It/Vd
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-5-
COUNTY OF JASPER
~
~
~
STATE OF MISSOURI
On this 16 day of Ju1 v , 1990, before me, a
notary public duly commissioned, qualified and acting within and
for the County and State aforesaid, appeared in person the
within-named R. Gene Hess and H~rh~rt T.. Tp~RPrp~lll
X~~LLINANCE and _2R~~NT ,respectively, of Doane
products, a Delaware corporation, to me personally known, who
stated they were duly authorized in their respective capacities
to execute the foregoing instrument for and in the name and on
behalf of said corporation, and further stated and acknowledged
that they had so signed, executed and delivered the foregoing
instrument for the consideration, uses and purposes therein
mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand in the
official seal this 16th day of July , 1990.
~~
NOTARY PUB IC
(SEAl,)
11y Commission Expires:
8'-14-93
\
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STATE OF 1;;Jt~ ~
COUNTY OF 'J-/dJlI'~ ~ ,
On this IiM day of ~ ,1990, before me, a
notary public duly commissioned qualified and acting within and
f<;>r ,the countY4'al1P S~at~11 .aforesaid, aPJ>.ear~d_ inll1~J;"son the
W1 th1n-named _HlJYI. [, Vf ruJ!lii;) , ,a ':tXJ.1YI %.J.A1./L}. I.J- _,UtI of
First Interstat Bank of Texas, N .A. , a natiorJa banking
association, to me personally known, who stated he/she was duly
authorized in his/her capacity to execute the foregoing
instrument for and in the name and on behalf of said
association, and further stated and acknowledged that he/she had
so signed, executed and delivered the foregoing instrument for
the consideration, uses and purposes therein mentioned and set
forth.
IN TESTIMONY WHEREOF, I have 4ereunto set my hand in the
official seal this Itfh day of -1~~1 , 1990.
.
l.~"'~ KATHERINE D, LINDQUIST ~ - /1 ~ - ~.
.)ti. Notar,Public,Slaleofrexa. tfl-JuA.lML f)J. W
, ~t. M'COmm'....n Exp".. - --
~., NOVEMBER 20, 1993 NOTARY PUB C
(SEA
My Commission Expires:
11- 2{)-13
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,
STATE OF Missouri
~
~
~
COUNTY OF JaHner
On this 18th day of Julv , 1990, before me, a
notary public duly commissioned, qualified and acting within and
for the County and State aforesaid, appeared in person the
wi thin-named Ronald F. Gatz ,Senior Vice President of
First National Bank and Trust Company of Joplin, to me
personally known, who stated he~ was duly authorized in
his~ capacity to execute the foregoing instrument for and in
the name and on behalf of said association, and further stated
and acknowledged that he/~ had so signed, executed and
delivered the foregoing instrument for the consideration, uses
and purposes therein mentioned and set forth.
IN TESTIMONY WHEREOF, I have hereunto set my hand in the
official seal this 18th day of Julv , 1990.
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NO P Lt
( SEAL) Rose Mary Knaust. Notary Public
State of Missouri. Jasper COunty
My commission Expires: JotI~.,1 . .ExpIrea....7.1llll4
June 7 , 1994
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STATE OF ~JO\"""/~
c::. ~ ~
COUNTY OF OA(l r:ly::Lfj
On this ~ day of rlu.c~ ' 1990, before me, a
notary public duly commissioned, qualified and acting within and
for the Count and tate aforesaid, app~ed !D ~erson the
wi in-named ' nd ;:::u1LJ1-cA l ' !d.J //}/CiIJ
U ' respectively,
o - known who tated they were
duly uthorized in their respective capacities to execute the
foregoing instrument for and in the name and on behalf of said
association, and further stated and acknowledged that they had so
signed, executed and delivered the foregoing instrument for the
consideration, uses and purposes therein mentioned and set forth.
IN TESTIMONY ~~OF, I hn her~to set my hand in
official seal this .~ day of 1{~fd1 ' 1990.
~~ &.L0~j;J~k
OT Y is LIC
the
.
(SEAL)
c:\wp\issuers\fitx\doane\laamdt1.doc
OFFICIAL SEAL
LISA M DOUCETTE
NOTARY PUBLIC - CALIFORNIA
SAN FRANCISCO COUNlY
My comm. expires JUl 13, 1993
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