HomeMy WebLinkAboutR04-Economic Development Agency
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o DBVBLOPIIIIIT DIP~.c 01' THE 0
CITY 01' SAIl RllV.a RnIIIO
REOUEST I'OR ClMIISSIOII/COUlICIL ACTIOB
From:
ICBnITB J. HENDERSON
Executive Director
Subject:
CIlITRAL CITY PROIIBIIADI
SCBlJRGIlt DIVILOPIIIIIT
Date:
December 6, 1991
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Synopsis of Previous ComaissiOD/Council/Committee Action:
On December 17, 1984, the Mayor and Common Council adopted Resolution
Number 84-547 providina for the issuance of Industrial Development
Revenue Bonds, Series 1984A, Central City Promenade Project.
On November 30, 1989, the Mayor and Common Council approved Amendment
Number One to the Loan Agreement and Supplement Number One to the
Indenture.
(Synopsis Continued to Next Page)
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RecaaaeDded Motion:
(Mavor .ftd Cnm.nn Council)
RESOLUTIOlt 01' THE IlAYOR AltD COMlllB COUlICIL 01' THE CITY 01'
SAIl _&1Inuo A1JTIIORIZIIIG THE IXBCUTIOB 01' ~ IIUIIBIR
SIX TO THE LOAII AGUarmnr RlLATIIIG TO CIlITRAL CITY PROIIIBADI.
RESOLUTIOB 01' THE IlAYOR COMIIlN CODltCIL 01' THE CITY 01' SAIl
lIR1M&1InIIIO A1JTIIORIZIIIG THE IXBCUTIOB 01' S1IPPLEMBlr.r IIlDIBIR
SIX TO THE IlO'lJlll:[\JIUI RlLATIlIG TO CIlITRAL CITY PROMBlIADI.
. Admi:!2.tor
J. OB, Executive Director
Develox-ent Depa t1Dent
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Contact Person:
Ken Henderson/Barbara Lindseth
Phone:
5065: 5081
Project Area:
Central City (CC)
Ward(s):
One (1)
Supporting Data Attached:
FUNDING REQUIRlMEl'lTS:
Staff ReDort: Resolutions: Amendment: SUDDlement
Amount: $ R/A Source: NIA
Budget Authority:
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Commission/Council Notes:
KJR: BL : 1428A
ClMIISSION MElTIRG
Meeting Date: 12/16/1991
Agenda Itea No. ----!i..--
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DEVBLOPIIDr DBPAK:omnr
IlEQUBSr FOR COUlICILlCOIIIIISSIO./ACTIO.
CEBTRAL CITY PROIIBIWlB (Schurain Development)
December 6. 1991
Page -2-
On February 19. 1990. the Mayor and Common Council approved Amendment
Number Two to the Loan Agreement and Supplement Number Two to the
Indenture.
On August 23, 1990, the Mayor and Common Council approved Amendment
Number Three to the Loan Agreement and Supplement Number Three to the
Indenture.
On February 18, 1991, the Mayor and Common Council approved Amendment
Number Four to the Loan Agreement and Supplement Number Four to the
Indenture.
On April 18, 1991, the Redevelopment Committee recommended denial of
the request of Schurgin Development for a credit enhancement backing.
On May 6, 1991, the Mayor and Common Council continued the item until
June 3, 1991.
On June 3, 1991, the Mayor and Common Council denied the request of
Schurgin Development for a credit enhancement backing.
On June 17, 1991, the Mayor and Common Council approved Amendment
Number Five to the Loan Agreement and Supplement Number Five to the
Indenture.
On December 5, 1991, the Redevelopment Committee recommended approval
of Supplement Number Six to the Indenture and Amendment Number Six to
the Loan Agreement.
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KJH: bl: l428A
CORlISSIO. IIBBTIBG
Meeting Date: 12/16/1991
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DKVBLOPIIIlft' DBPAIaJowtr
STAn' RIPORr
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Central City Prftm~.de/S~hftP.tn Develonm~t
On December 17, 1984, the Mayor and Common Council approved Resolution 84-547
providing for the issuance of Industrial Development Revenue Bonds, Series 1984A,
Central City Promenade Project, along with approving the Trust Indenture, the Loan
Agreement, the Bond Purchase Agreement and other related documents.
In December 1984, the Central City Promenade Bonds were issued in the amount of
$7,200,000 with a maturity date of December I, 2024 to assist the Best/Marshall
development. Chase Manhattan Bank, the sole purchaser of the Bonds, exercised its
right to cause a mandatory redemption of the Bonds on December I, 1989, pursuant
to Section 3.01 (d) of the Trust Indenture dated December 15, 1984.
On November 30, 1989, Amendment Number One to the Loan Agreement and Supplement
Number One to the Indenture, extending the December I, 1989 date to February I,
1990 to provide Central City Promenade the necessary time to discuss, negotiate
and further amend the Loan Agreement, were approved by the Mayor and Common
Council.
Subsequently, on February 19, 1990, August 23, 1990, February 18, 1991 and June
17, 1991, Amendments numbered Two, Three, Four and Five to the Loan Agreement,
and Supplements numbered Two, Three, Four and Five to the Indenture were approved
by the Mayor and CODlDon Council.
Central City Promenade is now seeking approval of Amendment Number Six to the Loan
Agreement and approval of Supplement Number Six to the Indenture to extend the
Loan Agreement to January 1993 to provide additional time to negotiate with Chase
Manhattan Bank.
Schurgin Development Corporation is current on its notes payable to the
"Development Department. The terms on these notes are as follows:
Amount $150,000 $540,000
Date of Note March 19, 1985 September 16, 1985
Interest Rate lOX lOX
Payments Start April 5, 1990 September 16, 1990
Monthly Payment $1,611.91 $5,802.88
All Due April 5, 1995 September 16, 1995
Additionally, no interest accrued for the first two years and interest accrued for
years three through five at the rate of lOX to be paid upon the maturity date.
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KJH:bl:1395A
COIIIISSIO. IlBErIIG
MeetiDI Date: 12/16/91
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COMIIISSIO. IIDrIItG
Central Cit7 pr-..<<e/
Schurain De9'elopamt
Deceaber 6, 1991
Page-2-
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The extension of the bonds will allow the Chairman of the Commission and the
staff of the Development Department additioll8l time to negotiate with Chase
Manhattan Bank to protect the interest of the Department concerning the notes
receivable from Schurgin Development.
~O.' Bzecutive Director
Developamt Deparblent
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KJH:bl:1395A
COMIIISSIO. IIBBTIBG
Reeting Date: 12/16/91
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CE.H. WmD
& ASSOCIATES
1811 North "D" Street
San Bernardino, CA 92404
(714) 882-2485
(714) 883-6080 FAX
December 9, 1991
Memo to: Barbara Lindseth
From: Gene Wood
E.H. Wood & Associates
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Re: Schurgin Project-Central City Promenade
This memo is to bring you current on my last conversations with
Miller & Schroeder Financial, Victor Dhooge and Jan Dearing at
Chase Bank in New York. Chase has requested a one years
extension on the bond issue in order for Mr. Schurgin to enter into
an agreement for refunding of the subject bond issue or sell his
San Bernardino project. Miller & Schroeder has prepared an offer
to Schurgin that would provide a timetable for the refunding
along with the costs and legal requirements. They would require
a new MAl appraisal and feasibility study by the Kenneth
Leventhal Company. Miller & Schroeder would limit the subject
loan, such that it would be the lessor of 80% of value or
demonstrate a minimum debt service coverage of 1.1: 1.
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In addition, Miller & Schroeder would require that Chase
Manhattan Bank provide a standby letter of credit equal to one
years debt service. The interest rate for such a bond would
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E.H. WOOD
& ASSOCIATES
today, provided the initial terms were 5 to 7 years, would be
7.25% - 7.75 %.
I have talked to Chase regarding this refunding and they are
considering the proposal with their upper management. The
advantage to Chase would be the removal of a problem
(classified) credit from their loan portfolio. If the bonds are
refunded the Agency would be paid in full.
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Since both Chase Bank and the Redevelopment Agency are now
current on their loans including the interest, Chase is requesting
the Committee approve a one year extension on the issue. Based
on our conversation with Schurgin, Chase Bank and Miller &
Schroeder I would recommend the City Redevelopment
Committee approve a one year extension of the Schurgin issue.
Gene Wood
E.H. Wood & Associates
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A PROf"S..IONAL CO..~..ATION
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(714) 725-4178
November 20, 1991
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TO: The Attached Distribution List
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FROM:
Gary P. Downs
RE: Amendment No. Six to the Legal Documents for the City
of San Bernardino Industrial Development Revenue
Bonds, Series 1984A (Central City Promenade Proiect)
I have enclosed the Supplement No. Six to the Indenture,
the Amendment No. Six to the Loan Agreement, the Certificate of
the Company and a draft of our Bond Counsel Opinion. At the
appropriate time please make eight copies of the signature page
pertaining to you, sign them and return them to me by the end
of December. Assuming that the parties decide to move forward
with the amendment., we will also need the letter of waiver
from the Purchaser, the two resolutions of the City approving
the execution of the Amendments and the Company Counsel Opinion
to be delivered in substantially the form of the opinion
delivered for the fifth set of amendments.
Please direct any comment. or questions to me at your
earliest convenience. If no comments are received and the
parties decide to move forward with the amendment., I look
forward to receiving all signature pages and the Company
Counsel Opinion bV the end of December.
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CITY OF SAN BERNARDINO
1984 SERIES A INDUSTRIAL REVENUE BONDS
(CENTRAL CITY PROJECT)
DISTRIBUTION LIST
(2266-003)
Susan V. Noonoo, Esq.
LOEB AND LOEB
1000 Wilshire Boulevard,
Suite 1800
Los Angeles, CA 90017 Fax:
E. Kurt Yeager, Esq.
Gary P. Downs, Esq.
STRADLING, YOCCA, CARLSON & RAUTH
. 660 Newport Center Drive,
Suite 1600
Newport Beach, CA 92660 Fax:
Mr. Hank Helley
MANUFACTURERS HANOVER TRUST COMPANY
800 S. Grand Avenue, 2nd Floor
Los Angeles, CA 90071 Fax:
Richard S. Arfa, Esq.
SCHURGIN DEVELOPMENT COMPANIES
12421 West Olympic Boulevard
Los Angeles, CA 90064
Fax:
Ms. Barbara Lindseth
REDEVELOPMENT AGENCY OF THE
CITY OF SAN BERNARDINO
300 North D Street, 4th Floor
San Bernardino, CA 92418 Fax:
Arlen Gunner, Esq.
TROY AND GOULD
1801 Century Park East,
Suite 1510
Los Angeles, CA 90067 FAX:
Barry G. Schumacher, Vice President
THE CHASE MANHATTAN BANK, N. A.
101 Park Avenue, 15th Floor
New York, NY 10178 FAX
(213) 688-3400
(213) 688-3461
(714) 725-4000
(714) 725-4100
(213) 621-8260
(213) 617-9046
(213) 391-1200
(213) 820-1965
(714) 384-5081
(714) 888-9413
(213) 553-4441
(213) 201-4746
(212)
(212)
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF AMENDMENT NO. SIX TO
THE LOAN AGREEMENT RELATING TO CENTRAL CITY PROMENADE.
NOH, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOHS:
SECTION 1. The Mayor of the CIty of San BernardIno Is
hereby authorIzed and dIrected to execute Amendment No. SIx to the
Loan Agreement between the CIty of San BernardIno and Central CIty
Promenade, In the form of a copy of saId Amendment attached hereto
as ExhIbIt "A".
SECTION 2. SaId Amendment shall not take effect untIl
fully sIgned and executed by all partIes. The CIty shall not be
oblIgated hereunder unless and untIl the Amendment Is fully
executed and no oral agreement relatIng thereto s~all be ImplIed or
authorIzed.
SectIon 3. ThIs resolutIon Is rescInded If the partIes
to the Amendment fall to execute It wIthIn nInety (90) days of the
passage of thIs resolutIon.
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DAB:bl: 1472A
November 25, 1991
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RESOLUTION...AUTHORIZING THE EXECUTION...RELATING TO
CENTRAL CITY PROMENADE.
I HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Mayor and Common Council of the Clty of San
Bernardino at a
day of
meeting thereof, held on the
, 1991, by the following vote, to wit:
Council Members:
AYES
NAYS
AB5TAIN
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
day of
City Clerk
The foregoing resolution Is hereby approved- this
, 1991.
H. R. Holcomb, Mayor
City of San Bernardino
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
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DAB:bl :1472A
November 25, 1991
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RESOLUTION NO.
RESOLUTION OF THE MAYOR AND COMMON COUNCIL OF THE CITY OF
SAN BERNARDINO AUTHORIZING THE EXECUTION OF SUPPLEMENT NO. SIX TO
THE INDENTURE RELATING TO CENTRAL CITY PROMENADE.
NOH. THEREFORE. BE IT RESOLVED BY THE MAYOR AND COMMON
COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOHS:
SECTION 1. The Mayor of the City of San Bernardino Is
hereby authorized and directed to execute Supplement No. Six to the
Indenture between the CIty of San Bernardino and Central City
Promenade. 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 fall to execute It within ninety (90) days of the
passage of this resolution.
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DAB:bl: 1473A
November 25. 1991
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RESOLUTION...AUTHORIZING THE EXECUTION OF SUPPLEMENT...
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
day of
meeting thereof, held on the
, 1991, by the following vote, to wit:
Council Members:
AYES
NAYS
ABSTAIN
ESTRADA
REILLY
HERNANDEZ
MAUDSLEY
MINOR
POPE-LUDLAM
MILLER
.
. City Clerk
The foregoing resolution Is hereby approved thIs
day of
, 1991.
W. R. Holcomb. Mayor
City of San Bernardino
Approved as to
form and legal content:
JAMES F. PENMAN,
City Attorney
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DAB:bl:1473A
November 25, 1991
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January 1, 1992
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City of San Bernardino
San Bernardino, California
Manufacturers Hanover Trust Company
New York, New York
Re: City of San Bernardino, Industrial Development
Revenue Bonds, Series 1984A (Central City
Promenade pro~(the "Bonds")
Ladies and Gentlemen:
We have acted as counsel for the City of San Bernardino, a
chartered city duly orqanized and existinq under the
Constitution of the State of California and its City Charter,
(the "Issuer"), in connection with the supplementinq and
amendinq of the Indenture and Loan Aqreement, as defined below.
In that connection, we have examined oriqinals or copies
certified or otherwise identified to our satisfaction of
(1) the Trust Indenture dated as of December 15, 1984 between
the Issuer and Trust Services of America, Inc., a California
corporation as succeeded by ManUfacturers Hanover Trust Company
(the "Trustee") (the "Indenture"); (2) the Loan Aqreement dated
as of December 15, 1984 between the Issuer and Central City
Promenade, a California limited partnership (the "Company")
(the "Loan Aqreement"); (3) Supplement No. One to the Indenture
dated as of November 30, 1989 between the Issuer and the
Trustee; U) Amendment No. One to the Loan Aqreement dated as
of November 30, 1989 between the Issuer and the Company;
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City of San Bernardino
Manufacturers Hanover Trust Company
January 1, 1992
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(5) Suppleaent No. Two to the Indenture dated as of
February 19, 1990 between the Issuer and the Trustee;
(6) Amendment No. Two to the Loan Aqreement dated as of
February 19, 1990 between the Issuer and the Company;
(7) Supplement No. Three to the Indenture dated as of Auqust
24, 1990 between the Issuer and the Trustee; (8) Amendment No.
Three to the Loan Aqreement dated as of Auqust 24, 1990 between
the Issuer and the Company; (9) Supplement No. Four to the
Indenture dated as of February 1, 1991 between the Issuer and
the Trustee; (10) Amendment No. Four to the Loan Aqreement
dated as of February 1, 1991 between the Issuer and the
Company; (11) Supplement No. Five to the Indenture dated as of
June 1, 1991 between the Issuer and the Trustee; (12) Amendment
No. Five to the Loan Aqreement dated as of June 1, 1991 between
the Ilsuer and the Company; (13) Supplement No. Six to the
Indenture dated as of January 1, 1992 between the ISluer and
the Trultee (the "Supplement No. Six"); (14) Amendment No. Six
to the Loan Aqreement dated as of January 1, 1992 between the
Issuer and the Company (the "Amendment No. Six"); and (15) the
Internal Revenue Code of 1986, as amended, and such
r&qulationl, revenue rUlinqs and private letter rulings
promulqated or issued thereunder (the "Code") and predecessor
statutes as we have deemed relevant to the renderinq of this
opinion. For purposes of the opinions rendered below, .we have
assumed, without investiqation, that the above-described
documents represent all agreements amonq the Bondholders and
all other parties to the transactions contemplated by the
Indenture, as amended, and Loan Aqreement, as amended.
Based upon our examination of the foreqoing, and in
reliance thereon, and on alleqations of fact al we deem
relevant under the circumstances, we are of the opinion that:
1. The execution and delivery of the Amendment No. Six
and the Supplement No. Six have been authorized by the
Issuer and, assuming proper authorization, executIon
and delivery by the respective other parties thereto,
including partIes consenting thereto, are valid and
binding obligations of the Issuer enforceable in
accordance with their terms, except to the extent that
enforceability may be limited by moratorium,
bankruptcy, reorganization, insolvency or other laws
affectIng creditors' riqhts qenerally or by the
exercile of jUdicial discretion in accordance with
general principles of equity.
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City of San Bernardino
Manufacturers Hanover Trust Company
January 1. 1992
Page 3
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2. Assuming that interest on the Bonds is exempt from
federal income taxation currently. the Supplement
No. Six and the Amendment No. Six will not cause
interest on the Bonds to cease to be exempt from gross
income for purposes of federal income taxation or from
personal income taxes imposed by the State of
California .
We note that this office did not serve as bond counsel in
connection with the original i88uance of the Bonds and has at
no time rendered an opinion regarding the exemption from
federal or State income taxation of interest on the Bonds. We
have not reviewed the documents or any underlying facts or
circ~stances relative to the tax exempt status of interest on
the Bonds either at the date of original issuance of the Bonds
or at any time since such date. Moreover. in order for
interest on the Bonds to remain exempt from federal income
taxation subsequent to the bond issuance date. it is necessary
that the provisions of Section 103(b)(6)(D). among others. of
the Internal Revenue Code of 1954. as amended. be complied with
on a continuous basis. Because we have made no independent
investigation as to whether there has been such compliance in
the present case. for purposes of this opinion. we have assumed
that interest on the Bonds is exempt from federal income
taxation and State of California personal income taxation as of
the date of this opinion and express no opinion as to whether
interest on the Bonds is presently exempt from federal income
taxation or State of California personal income taxation. We
have not undertaken to verify through independent investigation
the accuracy of the representations made to us or of the
foreqoing assumptions made by us in rendering this opinion.
The opinions expressed herein may be relied upon by the
addressees of this opinion and may not be relied upon by any
other party.
Respectfully submitted.
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SUPPLEMENT NO. SIX TO THE INDENTURE
This Supplement No. Six to the Trust Indenture, as
supplemented, dated as of December 15, 198. 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 Manufacturers Hanover Trust Company
(the ..Trust....) (the "Indenture") is made and entered into as
of January I, 1992 between the Issuer and the Trust.., 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 '1' 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 theTrustee-.
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 January I, 1992 . . . unless
the Purchaser shall have given notice in writing to the
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Issuer, the Trustee and the Company, statinq that such
redemption shall be waived, at least forty-five U5) but no
more than sixty (60) days prior to each such redemption date";
and
NHEREAS, 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.
NON, THEREFORE, in consideration of the mutual covenants
and undertakinq set forth herein, and other qood and valuable
consideration, the receipt and sufficiency of which hereby are
acknowledqed, the Issuer and the Trustee hereby aqree as
follows:
1. Section 301(d) of the Indenture is amended and
restated as follows:
"(d) Red~tion UllOn Demand Of
Purchaser. Pr or to the Conversion Date, the
Bonds are subject to mandatory redemption, in
whole, on January 1, 1993, and on December 1,
1995 and on each fifth December 1 thereafter
until maturity, at a price equal to the
principal amount of OUtstandinq Bonds plus
accrued interest to the Redemption Date,
without premium, unless the Purchaser shall
have qiven notice in writinq to the Issuer,
the Trustee and the Company, statinq 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 oriqinal 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 the
day first above written.
CITY OF SAN BERNARDINO
By:
Its: Mayor
8320U/2266/03
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ATTEST:
By:
Its: City Clerk
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8320u/2266/03
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MANUFACTtJRERS HANOVER TROST
COMPANY
By:
Its: Authorized Representative
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 Schurqin,
General Partner
By:
Rosiland Jonas Schurqin,
General Partner
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AMENDMENT NO. S IX TO THE LOAN AGREEMENT
This Amendment No. Six to the Loan Agreement, as amended,
as of December 15, 19U 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 January 1, 1992 between the Issuer and the
Company, with the consent of Manufacturers Hanover Trust
Company (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:
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WHEREAS, Section 9.06 of the Loan Agreement provides that
the Issuer and the company may supplement the Loan Agreement
with the consent of the Trustee; and
WHEREAS, Section 1202 of the Trust Indenture dated as of
December 15, 198. 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 Holder and owners of not less than
one hundred percent (100\) in aqqregate principal amount of the
Bonds . . .01; 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 Amendm.nt is sufficient to
meet the consent and notice requirements of Section 1202 of the
Indenture; and
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WHEREAS, Section 6. 03(c) of the Loan Agreement llrovides
that "prior to the Conversion Date, the Note is subject to
Mandatory Prepayment, in whole, on January 1, 1992 . . . unless
the Purchaser has given notice in writing evidencing its waiver
of such redemption at least forty-five (.5) 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 Agreement to provide the necessary
time to amend possibly further the Loan Agreement.
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NON, THEREFORE, in consideration of the mutual covenants
and undertakinq set forth herein, and other qood and valuable
consideration, the receipt and sUfficiency of which are hereby
acknowledqed, the Issuer and the Trustee hereby aqree as
follows :
1. Section 6.03(c) of the Loan Aqreement is amended and
restated as follows:
"( c) Mandatory Prepavment ~n Demand of
Purchaser. Prior to the Conversion Date, the
Note is Subject. to mandatory prepayment, in
whole, on January 1, 1993, and on December 1,
1995 and on each fifth December 1 thereafter
until maturity, at a price equal to the
principal amount of OUtstandinq Bonds plus
accrued interest to the date of prepayment,
without premium, unless the Purchaser shall
have qiven notice in writinq evidencinq its
waiver of such redemption, at least forty-five
(45) days, but no 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 oriqinal 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 Aqreement to be executed on their behalf
by their duly authorized officers, and, if applicable, their
corporate .eal to be affixed and duly attested all as of the
day first above written.
CITY OF SAN BERNARDINO
By:
Its: Mayor
ATTEST:
By:
It.: City Clerk
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CENTRAL CITY PROMENADE, a
California limited partnership
By:
Mark Schurqin,
General Partner
By:
Rosaland Jonas Schurqin,
General Partner
CONSENT OF THE TRUSTEE AS
REQUIRED BY SECTION 9.06 OF THE
LOAN AGREEMENT:
MANUFAC'l'ORERS HANOVER TRUST
COMPANY
By:
Its: Authorized Representative
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
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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 Requlatory Agreement, a. amended,
and no event of default thereunder haa been declared a. 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: January 1, 1991
CENTRAL CITY PROMENADE, a
California limited partnership
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By:
Mark Schurgin,
General Partner
By:
Rosaland Jonas Schurqin,
General Partner
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