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HomeMy WebLinkAbout94-005 - Indenture of Trust and a First Amendment to Loan Agreement22? RESOLUTION NO. 94- 005 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SANTA ANA APPROVING A FIRST AMENDMENT TO INDENTURE OF TRUST AND A FIRST AMENDMENT TO LOAN AGREEMENT, AUTHORIZING AND DIRECTING THE EXECUTION AND DELIVERY THEREOF AND OF OTHER DOCUMENTS AND ACTIONS TO BE TAKEN IN CONNECTION THEREWITH IN CONJUNCTION WITH THE GRAND PARTNERSHIP PROJECT. WHEREAS, the City of Santa Ana (the "Issuer") has issued its Variable Rate Demand Industrial Development Revenue Bonds, Series 1984 (The Grand Partnership Project) in the aggregate principle amount of $9,600,000 (the "Bonds") pursuant to an Indenture of Trust (the "Indentures"), dated as of October 1, 1984, from the Issuer to First Interstate Bank of California, as Trustee (the "Trustee"); and WHEREAS, ATC Realty Sixteen, Inc., the owner by succession of the project financed with the proceeds of the Bonds (the "Developer"), has requested that the Issuer amend the Indenture and the Loan Agreement, dated as of October 1, 1984, by and between the Issuer and the Developer (the "Loan Agreement") to provide for the payment of the Bonds upon optional redemption from amounts drawn on the letter of credit securing the Bonds; and WHEREAS, Section 9.01(b) of the Indenture provides that the Indenture may be amended by the execution of a supplemental indenture for the purpose of curing any ambiguity, inconsistency or omission contained in the Indenture which shall not adversely affect the interest of the owners of the Bonds; and WHEREAS, Section 10.4 of the Loan Agreement provides for the amendment of such Loan Agreement upon the written consent of the Trustee and the Letter of Credit Bank (as defined in the Loan Agreement) and in accordance with the provisions of the Indenture; and WHEREAS, the Developer, the Letter of Credit Bank and the Trustee have consented to the execution and delivery of a First Amendment to Indenture of Trust, and the Developer, the Bank and the Trustee have consented to the execution and delivery of a First Amendment to Loan Agreement. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SANTA ANA AS FOLLOWS: SECTION 1: The First Amendment to Indenture of Trust (the "Indenture Amendment") between the Issuer and the Trustee, in the form presented to th~s meeting, is hereby approved. The Mayor, 228 RE$OT,~TION NO. 94-005 Page 2 City Manager or Executive Director/Finance and Management Services Agency of the Issuer (the "Designated Officers") are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Issuer, to execute and deliver the Indenture Amendment, and the Clerk of the Council hereby authorized and directed, for and in the name and on behalf of the Issuer, to attest the Designated Officer's signature on the Indenture Amendment, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Issuer, including such additions or changes as are necessary or advisable in accordance with Section 3 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Issuer of the Indenture Amendment. SECTION 2: The First Amendment to the Loan Agreement (the "Loan Agreement Amendment") between the Issuer and the Developer, in the form presented to this meeting, is hereby approved. The Designated Officers are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Issuer, to execute and deliver the Loan Agreement Amendment in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Issuer, including such additions or changes as are necessary or advisable in accordance with Section 3 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Issuer of the Loan Agreement Amendment. SECTION 3: The Designated Officers, any and all other officials of the Issuer or such other person designated by the Issuer are hereby directed, for and on behalf of the Issuer, to do any and all things and take any and all actions, including, without limitation, the execution and delivery of any and all amendments or supplements to the documents executed and delivered by the Issuer in connection with the issuance of the Bonds, including, but not limited to, any supplements or amendments to the Indenture necessary to allow a drawing on the letter of credit securing the Bonds in connection with an optional redemption of the Bonds, any and all assignments, certificates, agreements, notices, consents, instruments of conveyance and other documents, which they, or any of them, on the advice of bond counsel to the Issuer, may deem necessary or advisable in order to effect the amendments of the Indenture and the Loan Agreement, as provided herein, and any and all assignments, certificates, agreements, notices, consents, instruments of conveyance and other documents which may be required by the Internal Revenue Code of 1954, as amended, which they, or 2 94-005 RESOLUTION NO. Page 3 any of them, on the advice of bond counsel to the Issuer, may deem necessary or advisable in connection with the amendments of the Indenture and the Loan Agreement, as provided herein. ADOPTED this lgth day of January , 1994. ATTEST: Mayor COUNCILMEMBERS: Young Aye Pulido Aye Lutz Aye McGuigan Aye Mills Aye Moreno Aye Richardson Aye APPROVED AS TO FORM: City Attorney CERTIFICATE OF ORIGINALITY & PUBLICATION State of California County of Orange l, JANICE C. GUY, Clerk of the Council, do hereby certify the attached Resolution City of Santa Aha on Date: to be the original resolution adopted by the City Council of the 3 ~/'/ Clerk of the City of Santa Ana"-~.