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HomeMy WebLinkAboutR34- Economic Development ECONOMIC DEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO REQUEST FOR COMMISSION/COUNCIL ACTION FROM: Gary Van Osdel SUBJECT: WELLS FARGO LINE OF CREDIT Executive Director DATE: February 25,2000 O R t u 1 E JA L Synopsis of Previous Commission/Couned/Committee Action(s): On March 15, 1999,the Community Development Commission approved a one(1)year extension of certain Lines of Credit with Wells Fargo Bank. On February 24,2000,the Redevelopment Committee recommended approval of a one(1)year extension of the Lines of Credit with Wells Fargo Bank. ----------------------------------------—----—----—----_------------------------------------------------------------------------------ Recommended Motion(s): (Community Development Commission) MOTION: RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO,CALIFORNIA,APPROVING AN AMENDMENT,AND AUTHORIZING EXECUTION THEREOF,TO THE AGREEMENT WITH WELLS FARGO BANK,NATIONAL ASSOCIATION,FOR CERTAIN LINES OF CREDIT. -----------------------—---—--------------—------------------------'-----------------------------------------------------—------ '°_ Contact Person(s): Gary Van Osdel/Barbara Lindseth Phone: 5081 Project Area(s): All Ward(s): All Supporting Data Attached:©Staff Report❑ Resolution(s) O Agreement(s)/Contraot(s)❑ Map(s)O Ltr/Memo FUNDING REQUIREMENTS: Amount: $NA Source: NA Bud get Authority: NA/ SIGNATURE: /C" G Y AN OSDEL —Barbara Lindseth Exe9dive Director Admin Services Director ----------____________________________ ----------_----_----_----_----_-----_--------------------------------------------------------- Commission/Council Notes: GVO:bl::Agenda Wells Fargo COMMISSION MEETING AGENDA MEETING DATE:3-7-2000 Agenda Item Number: A3—q-- ECONOMIC DEVELOPMENT AGENCY STAFF REPORT ------------------------------------------------------------------------------------------------------------------ Wells Fargo Line of Credit Background In 1990, Agency staff was directed by the Commission to locate banking institutions willing to accommodate the Agency with a$10,000,000 line of credit and to negotiate an interest rate on said line of credit. On July 2, 1990, the Commission approved a line of credit with Wells Fargo Bank. The line of credit was designed to extend credit to the Agency in the aggregate principal amount of $10,000,000. This was a secured line of credit payable at prime rate minus .50%to be repaid at the Agency's terms, and with a collateral of secured interest in cash or cash equivalents of not less than the line commitment. As collateral, $10,000,000 was approved by the Commission to be invested through Wells Fargo Bank Investment Services, in accordance with the Agency's adopted Investment Policy. In 1994, an additional$10,000,000 line of credit was approved and established with First Interstate Bank. At the same time, through negotiations with staff, Wells Fargo agreed to lower the interest rate to prime minus .625%, to match the Agency's interest rate with First Interstate Bank, and to add an optional Libor rate. When Wells Fargo Bank and First Interstate Bank merged,the Agency then had one line of credit for $20,000,000. Current Issue The line of credit with Wells Fargo Bank matured on March 1, 2000, with an extension until March 17, 2000. Since the Agency has an outstanding balance of$1,110,000 on the line of credit With Wells Fargo Bank, it is necessary to extend the maturity date of the line of credit until March 1, 2001. With the exception that the line of credit will be reduced from$20,000,000 to $10,000,000, the line of credit will have the same terms and conditions as stated above. However, there will be no further draws on the line of credit because to do so would require additional pledges of Agency cash to collateralize the credit line. Recommendation Staff recommends adoption of the form motion. Gary Van Osdel Executive Director ------------------------------------------------------------------------------------------------------------------ GVO:bl::Agenda Wells Fargo COMMISSION MEETING AGENDA MEETING DATE:3-7-2000 Agenda Item Number: A34 COPY (�' 1 RESOLUTION NO. v 2 RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 3 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN AMENDMENT,AND AUTHORIZING EXECUTION THEREOF,TO THE 4 AGREEMENT WITH WELLS FARGO BANK,NATIONAL 5 ASSOCIATION,FOR CERTAIN LINES OF CREDIT. 6 WHEREAS, the Community Development Commission("Commission") 7 on December 10, 1990 approved an Agreement with Wells Fargo Bank, 8 National Association, for certain Lines of Credit in the amount of$10,000,000. 9 WHEREAS, on October 21, 1996 the Commission approved an Agreement 10 with Wells Fargo Bank for certain Lines of Credit in the amount of$20,000,000. 11 12 WHEREAS, on March 15, 1999 the Commission approved an Amendment 13 to the Agreement with Wells Fargo Bank extending the maturity date of certain 14 Lines of Credit until March 1,2000. 15 WHEREAS, the Commission desires to enter into an Amendment to the 16 Agreement with Wells Fargo Bank to reduce the total amount of certain Lines of 17 Credit to $10,000,000 and to extend the maturity date until March 1, 2001. 18 NOW,THEREFORE,BE IT RESOLVED BY THE COMMUNITY 19 20 DEVELOPMENT COMMISSION OF THE CITY OF SAN BERNARDINO, 21 AS FOLLOWS: 22 Section 1. The Commission hereby approves and authorizes the 23 Executive Director to execute an Amendment to the Agreement with Wells 24 Fargo Bank,National Association, dated March 1,2000 (attached hereto as Exhibit 25 "A") to reduce the total amount of certain Lines of Credit and to extend the i 26 maturity date until March 1, 2001, as attached hereto. 27 C 28 3 I RESOLUTION OF THE COMMUNITY DEVELOPMENT COMMISSION 2 OF THE CITY OF SAN BERNARDINO, CALIFORNIA, APPROVING AN AMENDMENT, AND AUTHORIZING EXECUTION THEREOF, TO THE 3 AGREEMENT WITH WELLS FARGO BANK, NATIONAL ASSOCIATION, FOR CERTAIN LINES OF CREDIT. 4 5 I HEREBY CERTIFY that the foregoing Resolution was duly adopted by 6 the Community Development Commission of the City of San Bernardino at a 7 meeting thereof, held on the day of 2000 by the 8 9 following vote, to wit: 10 Commission Members Ayes Nays Abstain Absent 11 ESTRADA 12 LIEN 13 MCGINNIS _ 14 SCHNETZ _ 15 SUAREZ 16 ANDERSON 17 — 18 MILLER 19 20 Secretary 21 The foregoing Resolution is hereby approved this_day of , 2000. 22 Judith Valles, Chairperson 23 Community Development Commission of the City of 24 San Bernardino 25 App"Counsel 26 By: 27 28 Inland Empire Commercial Bankir 4141 Inland Empire Boulevard Suite 350 VVELLS Ontario.CA 91764 FARGO March 1, 2000 Ms. Barbara Lindseth Administrative Director Redevelopment Agency of the City of San Bernardino 201 North "E" Street 3rd Floor San Bernardino, California 92401-1507 Dear Ms. Lindseth: This letter is to confine the changes agreed upon between Wells Fargo Bank, National Association ('Bank") and the Redevelopment Agency of the City of San Bernardino ('Borrower") to the terms and conditions of that certain letter agreement between Bank and Borrower dated as of September 18, 1996, as amended from time to time (the "Agreement'), and certain related documents, instruments and agreements. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings given in the Agreement. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree that the Agreement and certain of the other Loan Documents shall be amended as follows: 1. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will make advances under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "Twenty Million Dollars ($20,000,000.00)" as the maximum principal amount available to Borrower under the Secured Line of Credit, and by substituting for said amount "Ten Million Dollars ($10,000,000.00)." 2. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will issue Letters of Credit under the subfeature therefor under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "March 1, 2001" as the last date on which any such Letter of Credit may expire, and by substituting for said date "March 1, 2002." 3. Section IV5 of the Agreement is hereby amended by deleting the reference therein to the "financial statement of Borrower dated June 30, 1998" and by substituting for said reference a reference to the "financial statement of Borrower dated June 30, 1999." 4. The Line of Credit Note is hereby amended by deleting "March 1, 2000" as the date on which the outstanding principal balance thereof shall be due and payable in full, and by © substituting for said date "March 1, 2001". The Line of Credit Note is hereby further amended (a) by deleting "$20,000,000.00" as the principal amount thereof which appears in the upper left- hand corner of the first page, and by substituting for said amount, "$10,000,000.00" and (b) by \\4CCnC3LCD\.1\?:.>.:\[q'.J[!EN?nT2CN\TSnH3\Ii1L\LiG.L\R= il3ROF8.DOC Exhibit "A" Redevelopment Agency of the City of San Bernardino March 1, 2000 Page 2 deleting Twenty Million Dollars ($20,000,000.00)" as the principal amount thereof which appears in the first paragraph on the first page, and by substituting for said amount, 'Ten Million Dollars ($10,000,000.00)". 5. Except as specifically provided herein, all terms and conditions of the Agreement, the Line of Credit Note and the other Loan Documents remain in full force and effect, without waiver or modification. This letter is one of the Loan Documents. 6. By entering into this letter: (a) As of the date of Borrower's acknowledgment set forth below, Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein, as same may be modified hereby. (b) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that this letter has been duly authorized and executed on behalf of Borrower, and upon its delivery to Bank will constitute a legal, valid and binding agreement and obligation of Borrower, enforceable in accordance with its terms. (c) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that the execution, delivery and performance by Borrower of this letter and compliance with the provisions hereof will not conflict with or constitute a breach of or default under any law, administrative regulation,judgment, decree, loan agreement, note, resolution, agreement or other instrument to which Borrower is a party or is otherwise subject. (d) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that there exists no default or defined event of default under the Agreement, the Line of Credit Note or any other Loan Document, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. 7. Borrower shall reimburse Bank upon demand for all costs and expenses, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this letter and all documents and instruments required in connection herewith. 8. It is a condition precedent to the extension of the maturity date of the Secured Line of Credit and the effectiveness hereof that all of the following conditions be satisfied on or before March 17, 2000: (a) This letter or a copy hereof is executed by Borrower and delivered to Bank. (b) Bank receives such resolutions, motions, certifications and other documents as Bank may require to assure Bank that this letter has been duly authorized, executed and delivered to Bank and that this letter and the other Loan Documents continue to constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their terms. The \\9C]eG3LC-%; J_..:I DCCUME:a'..?!ON\?=RU\CXL\LEA:.\P E[R'JRDP;:.DCC C3LC 46,... ... Exhibit "A" Redevelopment Agency of the City of San Bernardino March 1, 2000 Page 3 foregoing shall include, without limitation, an updated, written legal opinion in form and substance satisfactory to Bank from counsel to Borrower acceptable to Bank. 9. This letter constitutes the entire agreement between Bank and Borrower with respect to the modifications agreed to hereunder; and supersedes all prior negotiations, discussions and correspondence concerning the subject matter hereof. 10. The agreements set forth herein are entered into for the sole protection and benefit of Bank and Borrower, and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of the agreements herein. 11. This letter shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however that Borrower may not assign or transfer its interest under the Loan Documents without the prior written consent of Bank. Your acknowledgment of this letter or a copy hereof shall constitute acceptance of the foregoing terms and conditions. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall be deemed one agreement. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: Jose ,Ilh,R. Rhyne Vice President Acknowledged and accepted by: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Gary Van Osdel Executive Director `.\ACCM.C2GC]\'::`PLV.C4.:?IE:iL4::]Y\'E;H7\I9L'.LEGdL3ECEC34GV!.CJC Exhibit "A" Inland Empire Commercial Bankim, 4141 Inland Empire Boulevard Suite 350 WELLS Ontario,CA 91764 FARGO March 1, 2000 Ms; Barbara Lindseth Administrative Director Redevelopment Agency of the City of San Bernardino 201 North "E" Street 3rd Floor San Bernardino, California 92401-1507 Dear Ms. Lindseth: This letter is to confirm the changes agreed upon between Wells Fargo Bank, National Association ('Bank') and the Redevelopment Agency of the City of San Bernardino ('Borrower") to the terms and conditions of that certain letter agreement between Bank and Borrower dated as of September 18, 1996, as amended from time to time (the "Agreement'), and certain related documents, instruments and agreements. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings given in the Agreement. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree that the Agreement and certain of the other Loan Documents shall be amended as follows: 1. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will make advances under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "Twenty Million Dollars ($20,000,000.00)" as the maximum principal amount available to Borrower under the Secured Line of Credit, and by substituting for said amount "Ten Million Dollars ($10,000,000.00)." 2. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will issue Letters of Credit under the subfeature therefor under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "March 1, 2001" as the last date on which any such Letter of Credit may expire, and by substituting for said date "March 1, 2002." 3. Section IV5 of the Agreement is hereby amended by deleting the reference therein to the "financial statement of Borrower dated June 30, 1998" and by substituting for said reference a reference to the "financial statement of Borrower dated June 30, 1999." 4. The Line of Credit Note is hereby amended by deleting "March 1, 2000" as the date on which the outstanding principal balance thereof shall be due and payable in full, and by substituting for said date "March 1, 2001". The Line of Credit Note is hereby further amended 1 © (a) by deleting 120,000,000.00" as the principal amount thereof which appears in the upper left- hand corner of the first page, and by substituting for said amount, 110,000,000.00" and (b) by j \\WCGMC3L \';"%'E>_v!.p,..:�,1ENT,\il:d!\i=:*!3\I:1L\LSdL\i£CE:'3�DFii.:GC \02LIi..9i a:cdo5_::.,tia_^i' i i Redevelopment Agency of the City of San Bernardino March 1, 2000 Page 2 deleting "Twenty Million Dollars ($20,000,000.00)" as the principal amount thereof which appears in the first paragraph on the first page, and by substituting for said amount, "Ten Million Dollars ($10,000,000.00)". 5. Except as specifically provided herein, all terms and conditions of the Agreement, the Line of Credit Note and the other Loan Documents remain in full force and effect, without waiver or modification. This letter is one of the Loan Documents. 6. By entering into this letter: (a) As of the date of Borrower's acknowledgment set forth below, Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein, as same may be modified hereby. (b) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that this letter has been duly authorized and executed on behalf of Borrower, and upon its delivery to Bank will constitute a legal, valid and binding agreement and obligation of Borrower, enforceable in accordance with its terms. (c) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that the execution, delivery and performance by Borrower of this letter and compliance with the provisions hereof will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which Borrower is a party or is otherwise subject. (d) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that there exists no default or defined event of default under the Agreement, the Line of Credit Note or any other Loan Document, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. 7. Borrower shall reimburse Bank upon demand for all costs and expenses, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this letter and all documents and instruments required in connection herewith. 8. It is a condition precedent to the extension of the maturity date of the Secured Line of Credit and the effectiveness hereof that all of the following conditions be satisfied on or before March 17, 2000: (a) This letter or a copy hereof is executed by Borrower and delivered to Bank. (b) Bank receives such resolutions, motions, certifications and other documents as Bank may require to assure Bank that this letter has been duly authorized, executed and ® delivered to Bank and that this letter and the other Loan Documents continue to constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their terms. The \\WCOMCE"C,\"a.=. f CCCU.4E,,TA=N\TE,%-1J\ :L\L::�nL\2.ci i'.'3RDA!.SC Redevelopment Agency of the City of San Bernardino March 1, 2000 Page 3 foregoing shall include, without limitation, an updated, written legal opinion in form and substance satisfactory to Bank from counsel to Borrower acceptable to Bank. 9. This letter constitutes the entire agreement between Bank and Borrower with respect to the modifications agreed to hereunder; and supersedes all prior negotiations, discussions and correspondence concerning the subject matter hereof. 10. The agreements set forth herein are entered into for the sole protection and benefit of Bank and Borrower, and their respective permitted successors and assigns, and no . other person or entity shall be a third party beneficiary of the agreements herein. 11. This letter shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however that Borrower may not assign or transfer its interest under the Loan Documents without the prior written consent of Bank. Your acknowledgment of this letter or a copy hereof shall constitute acceptance of the foregoing terms and conditions. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall be deemed one agreement. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: ibse0hA. Rfiyne Vice President Acknowledged and accepted by: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Gary Van Osdel Executive Director \r `,\wCGM.CBLC\':C`.':E\N.\=LC @1EALiTI09\`EnM.3\INL\LEGAL\BEM--MCPM.DOC \OBLiG.4--0 It 00'_:5: q]'0? Inland Empire Commercial Banking 4141 Inland Empire Boulevard Suite 350 WELLS Ontario,CA 91764 FARGO March 1, 2000 Ms. Barbara Lindseth Administrative Director Redevelopment Agency of the City of San Bernardino 201 North "E" Street 3rd Floor San Bernardino, California 92401-1507 Dear Ms. Lindseth: This letter is to confirm the changes agreed upon between Wells Fargo Bank, National Association ('Bank') and the Redevelopment Agency of the City of San Bernardino ('Borrower') to the terms and conditions of that certain letter agreement between Bank and Borrower dated as of September 18, 1996, as amended from time to time (the "Agreement'), and certain related documents, instruments and agreements. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings given in the Agreement. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree that the Agreement and certain of the other Loan Documents shall be amended as follows: 1. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will make advances under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "Twenty Million Dollars ($20,000,000.00)" as the maximum principal amount available to Borrower under the Secured Line of Credit, and by substituting for said amount "Ten Million Dollars ($10,000,000.00)." 2. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will issue Letters of Credit under the subfeature therefor under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "March 1, 2001" as the last date on which any such Letter of Credit may expire, and by substituting for said date "March 1, 2002." 3. Section IV5 of the Agreement is hereby amended by deleting the reference therein to the "financial statement of Borrower dated June 30, 1998"and by substituting for said reference a reference to the "financial statement of Borrower dated June 30, 1999." 4. The Line of Credit Note is hereby amended by deleting "March 1, 2000" as the date on which the outstanding principal balance thereof shall be due and payable in full, and by substituting for said date "March 1, 2001". The Line of Credit Note is hereby further amended C (a) by deleting "$20,000,000.00" as the principal amount thereof which appears in the upper left- hand corner of the first page, and by substituting for said amount, "$10,000,000.00" and (b) by \\WCO CBLC \t'2\TEA:\D0CU14ENTATI0N\TE3\INL\LEO L\REDEV3RD .WC \OBLID.gEq!60051EL\Alld^�i3 ' i j I Redevelopment Agency of the City of San Bernardino March 1, 2000 Page 2 deleting "Twenty Million Dollars ($20,000,000.00)" as the principal amount thereof which appears in the first paragraph on the first page, and by substituting for said amount, "Ten Million Dollars ($10,000,000.00)". 5. Except as specifically provided herein, all terms and conditions of the Agreement, the Line of Credit Note and the other Loan Documents remain in full force and effect, without waiver or modification. This letter is one of the Loan Documents. 6. By entering into this letter: (a) As of the date of Borrower's acknowledgment set forth below, Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein, as same may be modified hereby. (b) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that this letter has been duly authorized and executed on behalf of Borrower, and upon its delivery to Bank will constitute a legal, valid and binding agreement and obligation of Borrower, enforceable in accordance with its terms. (c) As of the date of Borrower's acknowledgment set forth below, Borrower i represents and warrants to Bank that the execution, delivery and performance by Borrower of this letter and compliance with the provisions hereof will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which Borrower is a party or is otherwise subject. (d) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that there exists no default or defined event of default under the Agreement, the Line of Credit Note or any other Loan Document, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. 7. Borrower shall reimburse Bank upon demand for all costs and expenses, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this letter and all documents and instruments required in connection herewith. S. It is a condition precedent to the extension of the maturity date of the Secured Line of Credit and the effectiveness hereof that all of the following conditions be satisfied on or before March 17, 2000: (a) This letter or a copy hereof is executed by Borrower and delivered to Bank. (b) Bank receives such resolutions, motions, certifications and other documents as Bank may require to assure Bank that this letter has been duly authorized, executed and delivered to Bank and that this letter and the other Loan Documents continue to constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their terms. The \\NCOMCBL 02\J=\TE;d4\DOCU:4EiaTATION\TE:vi3\II2L\LZG L\RZCMRDAM.000 \OBLIG.064:600'151\AD42703 Redevelopment Agency of the City of San Bernardino March 1, 2000 Page 3 foregoing shall include, without limitation, an updated, written legal opinion in form and substance satisfactory to Bank from counsel to Borrower acceptable to Bank. 9. This letter constitutes the entire agreement between Bank and Borrower with respect to the modifications agreed to hereunder; and supersedes all prior negotiations, discussions and correspondence concerning the subject matter hereof. 10. The agreements set forth herein are entered into for the sole protection and benefit of Bank and Borrower, and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of the agreements herein. 11. This letter shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however that Borrower may not assign or transfer its interest under the Loan Documents without the prior written consent of Bank. Your acknowledgment of this letter or a copy hereof shall constitute acceptance of the foregoing terms and conditions. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall be deemed one agreement. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: Jas yne Vice President Acknowledged and accepted by: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Gary Van Osdel Executive Director I `.\WCOMCBLC2\`:'\TEN.\:OCW4ENTA-1 CM\TEa.3\:ML'.LEGAL',REDEV3RDAM.DOC \OBLiG.96416005151`.dGMP03 Inland Empire Commercial Banking 4141 Inland Empire Boulevard Suite 350 VVE LL S Ontario,CA 91764 FARGO March 1, 2000. Ms. Barbara Lindseth Administrative Director Redevelopment Agency of the City of San Bernardino 201 North "E" Street 3rd Floor San Bernardino, California 92401-1507 Dear Ms. Lindseth: This letter is to confirm the changes agreed upon between Wells Fargo Bank, National Association ('Bank") and the Redevelopment Agency of the City of San Bernardino ('Borrower") to the terms and conditions of that certain letter agreement between Bank and Borrower dated as of September 18, 1996, as amended from time to time (the "Agreement'), and certain related documents, instruments and agreements. Except as otherwise defined herein, all capitalized terms used herein shall have the meanings given in the Agreement. For valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Borrower hereby agree that the Agreement and certain of the other Loan Documents shall be amended as follows: 1. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will make advances under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "Twenty Million Dollars ($20,000,000.00)" as the maximum principal amount available to Borrower under the Secured Line of Credit, and by substituting for said amount "Ten Million Dollars ($10,000,000.00)." 2. The Agreement is hereby amended (a) by deleting "March 1, 2000" as the last day on which Bank will issue Letters of Credit under the subfeature therefor under the Secured Line of Credit, and by substituting for said date "March 1, 2001," and (b) by deleting "March 1, 2001" as the last date on which any such Letter of Credit may expire, and by substituting for said date "March 1, 2002." 3. Section IV5 of the Agreement is hereby amended by deleting the reference therein to the "financial statement of Borrower dated June 30, 1998" and by substituting for said reference a reference to the "financial statement of Borrower dated June 30, 1999." 4. The Line of Credit Note is hereby amended by deleting "March 1, 2000" as the date on which the outstanding principal balance thereof shall be due and payable in full, and by substituting for said date "March 1, 2001". The Line of Credit Note is hereby further amended (a) by deleting 120,000,000.00" as the principal amount thereof which appears in the upper left- hand corner of the first page, and by substituting for said amount, 110,000,000.00" and (b) by \\WCOMCELC\'P2\TEAM\MCJMENTATIO14\TEA.M3\INL\LEGAL\RE E'BRDAM.DOC VG3L.G.NE{tE0O5ILRAVMTli Redevelopment Agency of .� the City of San Bernardino March 1, 2000 Page 2 deleting "Twenty Million Dollars ($20,000,000.00)" as the principal amount thereof which appears in the first paragraph on the first page, and by substituting for said amount, "Ten Million Dollars ($10,000,000.00)". 5. Except as specifically provided herein, all terms and conditions of the Agreement, the Line of Credit Note and the other Loan Documents remain in full force and effect, without waiver or modification. This letter is one of the Loan Documents. 6. By entering into this letter: (a) As of the date of Borrower's acknowledgment set forth below, Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein, as same may be modified hereby. (b) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that this letter has been duly authorized and executed on behalf of Borrower, and upon its delivery to Bank will constitute a legal, valid and binding agreement and obligation of Borrower, enforceable in accordance with its terms. (c) As of the date of Borrower's acknowledgment set forth below, Borrower `. represents and warrants to Bank that the execution, delivery and performance by Borrower of this letter and compliance with the provisions hereof will not conflict with or constitute a breach of or default under any law, administrative regulation, judgment, decree, loan agreement, note, resolution, agreement or other instrument to which Borrower is a party or is otherwise subject. (d) As of the date of Borrower's acknowledgment set forth below, Borrower represents and warrants to Bank that there exists no default or defined event of default under the Agreement, the Line of Credit Note or any other Loan Document, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. 7. Borrower shall reimburse Bank upon demand for all costs and expenses, including reasonable attorneys' fees (including the allocated costs of Bank's in-house counsel) expended or incurred by Bank in connection with the negotiation and preparation of this letter and all documents and instruments required in connection herewith. 8. It is a condition precedent to the extension of the maturity date of the Secured Line of Credit and the effectiveness hereof that all of the following conditions be satisfied on or before March 17, 2000: (a) This letter or a copy hereof is executed by Borrower and delivered to Bank. (b) Bank receives such resolutions, motions, certifications and other documents as Bank may require to assure Bank that this letter has been duly authorized, executed and delivered to Bank and that this letter and the other Loan Documents continue to constitute the legal, valid and binding obligations of Borrower, enforceable in accordance with their terms. The \\WCOMCBLC\V2\TE 4\DOCUMEi<TAT ION\TEMd \INL\LEW \RECEV3RCAA.,DOC \OBL'G.#6<:5003151\AU42703 Redevelopment Agency of v the City of San Bernardino March 1, 2000 Page 3 foregoing shall include, without limitation, an updated, written legal opinion in form and substance satisfactory to Bank from counsel to Borrower acceptable to Bank. 9. This letter constitutes the entire agreement between Bank and Borrower with respect to the modifications agreed to hereunder; and supersedes all prior negotiations, discussions and correspondence concerning the subject matter hereof. 10. The agreements set forth herein are entered into for the sole protection and benefit of Bank and Borrower, and their respective permitted successors and assigns, and no other person or entity shall be a third party beneficiary of the agreements herein. 11. This letter shall be binding upon and inure to the benefit of the successors and assigns of the parties; provided however that Borrower may not assign or transfer its interest under the Loan Documents without the prior written consent of Bank. Your acknowledgment of this letter or a copy hereof shall constitute acceptance of the foregoing terms and conditions. This letter may be executed in counterparts, each of which shall be deemed an original, and all of which taken together shall be deemed one agreement. Sincerely, v WELLS FARGO BANK, NATIONAL ASSOCIATION By: ose . R yne Vice President Acknowledged and accepted by: REDEVELOPMENT AGENCY OF THE CITY OF SAN BERNARDINO By: Gary Van Osdel Executive Director `.\WCOMCBLC2\V2\TEAM\DOCLNENTAT1OM=P13%1NL\LEG L',REDEV3RCAM.WC \0BL1G.N6416005151`,AU#2t03 CITY OF SAN BERNARDINO Interoffice Memorandum CITY CLERK'S OFFICE Records and Information Management (RIM) Program DATE: March 8, 2000 TO: Gary Van Osdel FROM: Melanie Miller, Senior Secretary RE: Transmitting Documents for Signature Attached are the following original documents: Resolution CDC 2000-4 and I original agreement Resolution CDC 2000-5 and I original agreement Please sign where indicated. Please return EVERYTHING to the City Clerk's Office as soon as possible to my attention. If you have any questions, please do not hesitate to contact me at ext. 3212. Thank you. Rachel Clark City Clerk By: Melanie Miller Senior Secretary I hereby acknowledge receipt of the above mentioned documents. Signed: �tL[ Date: r