HomeMy WebLinkAbout1990-366
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1 RESOLUTION NO. if2 3r:r:.
2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. THREE
3 TO THE LOAN AGREEMENT REGARDING 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 and Common Council of the City of San
Bernardino is hereby authorized and directed to execute Amendment
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No. Three to the Loan Agreement between the City of San
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Bernardino and Central City Promenade, in the form of a copy of
said Amendment attached hereto as Exhibit "A".
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SECTION 2.
Said Amendment shall not take effect until
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fully signed and executed by all parties. The City shall not be
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obligated hereunder unless and until the Amendment is fully
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executed and no oral agreement relating thereto shall be implied
or authorized.
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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This resolution is rescinded if the parties to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.
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D /ses/Prom-l.res
1
1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. THREE
2 TO THE LOAN AGREEMENT REGARDING CENTRAL CITY PROMENADE.
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I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the City of San
Bernardino at a'1; d/;,fM,u,/ J:L4t,kd meeting thereof, held on the A!.3 ,,1/
;/ I
day of ~1~ ,1990,'by the following vote, to wit:
Council Members: AYES NAYS ABSTAIN
G~~ ~.~..
Ci ty Clerk (J
The foregoing resolution eby approved this3~1 day
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ESTRADA
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REILLY
11 FLORES
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MAUDSLEY
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MINOR
14 POPE-LUDLAM
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MILLER
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Ikt;uj;
, 1990.
of
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Approved as to
form and legal content:
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JAMES F. PENMAN,
24 City Attorney
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D jsesjProm-l.res
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//May6r Pro Tern /,/
;// Ci ty of SaI1 Bep;nardino
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AMENDMENT NO. THREE TO THE LOAN AGREEMENT
This Amendment No. Three to the Loan Agreement, as amended,
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 Central City Promenade, a California
limited partnership (the "Company") (the "Loan Agreement") is
made and entered into as of August 24, 1990 between the Issuer
and the Company, with the consent of 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 amend 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 Holders 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 September 1, 1990 . . .
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 Agre~ment 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 hereby are
acknowledged, the Issuer and the Company 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 March 1, 1991, 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
not 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 this
24th day of August, 1990.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
Its: City Clerk
Il,PPRO\!ED AS TO FORM
NW LEGAL CONTENT.
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CENTRAL CITY PROMENADE a
California limited P. tnership
By:
By:
Rosiland Jon
General Part
CONSENT OF TRUSTEE AS REQUIRED
BY SECTION 9.06 OF THE LOAN
AGREEMENT :
TRUST SERVICES OF AMERICA, INC.
By:
Its: Authorized Representative
ATTEST:
By:
Its: Assistant Secretary
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1202
OF THE INDENTURE:
THE CHASE MANHATTAN BANK, N. A.
By:
Its: Authorized Representative
0685u/2266/03
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CENTRAL CIn' PROMENADE, a
California limited partnership
By:
Mark Shurqin,
General Partner
By:
Rosiland Jonas Shurqin,
General Partner
CONSENT OF TRUSTEE AS REQUIRED
BY SECTION 9.06 OF THE LOAN
AGREEMENT:
TRUST SERVICES OF AMERICA, INC.
By:
Its: Authorized Representative
ATTEST:
By:
Its: Assistant Secretary
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1202
OF THE INDENTURE:
By:
Its:
THE CHASE MANHATTAN BANK. N.A.
/J. AJvL
thorized Representative
1Sai''1 ~. <;"1,,,"4'1#1.,1"1 tit'
0685u/2266/03
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.
:
ATTEST:
Its:
0685u/2266/03
cENTRAL CITY PROMENADE, a
California limited partnership
By:
MarkShurqin,
General Partner
By:
Rosiland Jonas Shurqin,
General Partner
CONSENT OF TRUSTEE AS REQUIRED
BY SECTION 9.06 OF THE LOAN
AGREEMENT :
TRUST SERVICES OF AMERICA, INC.
By: ~~~
Its: Authorlzed epresentatlve
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1202
OF THE INDENTURE:
THE CHASE MANHATTAN BANK, N. A.
By:
Its: Authorized Representative
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