HomeMy WebLinkAbout1990-367
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1 RESOLUTION NO. ;Jo-'x7
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2 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. THREE
3 TO THE INDENTURE RELATING TO 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 of the City of San Bernardino is
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hereby authorized and directed to execute Supplement No. Three to
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the Indenture between the City of San Bernardino and Trust
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Services of America, Inc., 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 implied
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 This resolution is rescinded if the parties to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.
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D /ses/Prom-2.res
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1 RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. THREE
2 TO THAT INDENTURE RELATING TO 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
Bernardin? at af/ {~~I ~tJ meeting thereof, held on the ,<'.::"-,/2{
day of (,&/'i<<..,t.t ,1990, by the fOllowing vote, to wit:
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Council Members: AYES NAYS ABSTAIN
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ESTRADA
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REILLY
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FLORES
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MAUDSLEY
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MINOR
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POPE-LUDLAM
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MILLER
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.,-/
,/
v
/
//
r?~ ~~r
friy Clerk ~
, 1990.
is h~by approved this
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"~' .,~.
E/.~". ' '.../
,ff.;/ ~.' e/,. ~;,~
~ /,,'"Nayor 'Pro Il.em.//
J6ity of San Bern~dino
1'0..0 day
of
The foregoing resolution
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tir
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Approved as to
form and legal content:
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JAMES F. PENMAN,
City Attorney
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D jsesjProm-2.res
f~
2
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SUPPLEMENT NO. THREE TO THE INDENTURE
This Supplement No. Three 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 August 24, 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
"prior to the Conversion Date, the Bonds are
mandatory redemption, in whole, on September
unless the Purchaser shall have given notice
provides that
subject to
1, 1990 .
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 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
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
24th day of August, 1990.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
~PPROVED AS TO FORM
AND LEGAL CONTENT.
By:
Its: City Clerk
0684u/2266/03
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B
ATTEST:
By:
Its: Assistant Secretary
TRUST SERVICES OF AMERICA, INC.
By:
Its: Authorized Representative
0684U/2266/03
CONSENT OF THE HOLDER OF EACH
BOND AS REQUIRED BY SECTION 1102
OF THE INDENTURE:
THE CHASE MANHATTAN BANK, N.A.
By: ~ ,;.}.~
Its: ~utho ized R~presentative
'.lSCl'r^1 b' rdH,........tt-II..J 1/ ()
CONSENT OF THE COMPANY AS
REQUIRED BY SECTION 1102 OF THE
INDENTURE :
CENTRAL CITY PROMENADE, a
California limited partnership
By:
Mark Shurqin,
General Partner
By:
Rosiland Jonas Shurqin,
General Partner
-3-
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 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 artnership
By:
By:
o
Partner
0684U/2266/03
-3-
."
ATTEST:
B~ ltJJ,
Its: ss s nt Secretary .
0684u/2266/03
TRUST SERVICES OF AMERICA, INC.
By:
Its:
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 Shurqin.
General Partner
By:
Rosiland Jonas Shurqin.
General Partner
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._.
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.
Dated: August 24, 1990
CENTRAL CITY PROMENADE, a
California limited partnership
By:
Mark A. Schurgin
General Partner
By:
Rosalind Jonas Schurgin
General Partner
0686u/2266/03