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HomeMy WebLinkAboutR-87-1080J87-1056 12/8/87 RESOLUTION NO. S 7.108U A RESOLUTION AUTHORIZING THE CITY MANAGER TO EXECUTE AN AGREEMENT, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY AND IN SUPSTANTIALLY THE FORM ATTACHED, WHEREBY THE CITY SHALL CONSENT TO (A) SUP -LEASES FROM C.P. TOWER, LTD. AND C.P. RETAIL, LTD. TO AN ENTITY INDIRECTLY OWNED AND CONTROLLED BY CENTRUST SAVINGS BANK; (B) THE MORTGAGING RV C.P. TOWER, LTD. AND C.P. RETAIL, I,Tn. OF THEIR INTEREST IN THE RETAIL LEASE AND THE AIR RIGHTS LEASE IN THE BUILPINP KNOWN AS CENTRUST 'POWER; AND (C) THE SALE OF STOCK IN THE GENERAL AND LIMITED PARTNERS OF C.P. TOWER, LTD. ANn C.P. RETAIL, LTD., TO CHRYSLER CAPITAL CORPORATION, OR AN AFFILT.ATE THEREOF, WITH SAID AGREEMENT ALSO TO PROVIDE THAT THE CITY FURNISH, IN A FORM ACCEPTABLE TO THE CITY ATTORNEY, ALL NECES- SARY DOCUMENTS INCLUDING ESTOPPEL LETTERS AND NON -DISTURBANCE ArREEMENTS TO THE PROPOSED SUBTENANT OF C.P. TOWER, LTD. AND C.P. RETAIL, LTD. AND TO ITS SUBTENANTS. BE IT RESOLVED BY THE COMMISSION OF THE CITY OF MIAMI, FLORIDA: Section t. The City Manager is hereby authorized to execute an agreement, in a form acceptable to the City Attorney and in substantially the form attached, whereby the City shall consent to (A) sub -leases from C.P. Tower, Ltd. and C.P. Retail, Ltd. to an entity indirectly owned and controlled by CenTrust Savings Bank; (A) the mortgaging by C.P. Tower, Ltd. and C.P. Retail, Ltd. of their interest in the retail lease and the air rights lease in the building known as CenTrust Tower; and (C) the sale of stock in the general and limited partners of C.P. Tower, Ltd. and C.P. Retail, Ltd., to Chrysler Capital Corporation, or an affiliate thereof. section 2. The City Manager is also authorized to furnish, in a form acceptable to the City Attornev, all necessary documents including estoppel letters and nondisturbance agree- ments, to the proposed subtentant of C.P. Tower, Ltd. and C.P. Retail, Ltd. and to its subtenants. T-�TS R CITY COMMISSION MEETING OF DEC 10 1987 )N No. 87-1 REMARKS: vt ZI Section 3. The City Manager and the City Attorney shall request all documents and assurances from said parties necessary to protect the City's interests in the above transactions and such documents and assurances shall be a condition precedent of the City's actions in Sections 1 and 2 above. PASSED AND ADOPTFD this loth day December ► 1987. ATTEST: PR L. SUARE7, Mayor zlt- WA. HIRAT, City Clerk , PREPARED AND APPROVED BY: OBERT F. CLARK Chief De y City Attorney APPRO S TO FORM AND CORRECTNESS: LUDIA—A DgVGHERTY City Attornev RFC/fl/787 137-1484 - A CONSENT AGREEMENT This Agreement is entered into December _, 1987 by the City of Miami, Florida (the "City"), CenTrust Savings Bank ("CSB") and C.P. Tower, Ltd. and C.P. Retail, Ltd. (the latter two together, the "Partnerships"). Whereas the City is lessor under two certain leases (the "Leases") in which C.P. Tower, Ltd. is tenant (the "Air Rights Lease") and in which C.P. Retail, Ltd. is tenant (the "Retail Lease"), recorded, respectively, in O.R. Book 10830, Page 569 and Book 10820, Page 1289 (as to the Air Rights Lease) and O.R. Book 13247, Page 440 (as to the Retail Lease), of the Public Records of Dade County, Florida; and Whereas CSB is the sole shareholder of CenTrust Realty and Construction Company ("CRCC") and 101 Real Estate Corp. ("101") , the sole partners of C.P. Tower, Ltd. and C.P. Retail, Ltd.; and Whereas CSB has negotiated a sale of the stock of CRCC and 101 to Chrysler Capital Corporation ("Chrysler"); and Whereas Chrysler intends to finance the purchase of the stock, in part, by mortgaging the Leases and, entering into a master sublease agreement with a subsidiary of CSB; and Whereas each of the several transactions contemplated may require the consent of the City of Miami under the terms of the Leases; and Whereas the City has been requested and has agreed to confirm the good standing of the Leases and consent to the transactions required to effect the sale of the stock, the master 8 7-1080 87-1O�,- sublease, and the financing of the purchase of same and the parties are desirous of evidencing such confirmation and consent herein; Now, therefore, 1. The City acknowledges and consents to the following transactions: (a) the transfer of the stock of CRCC and 101 to Chrysler or its subsidiary or affiliate and/or the substitution of a new general partner(s) controlled by Chrysler or its subsidiary or affiliate, (b) the sublease by C.P. Retail, Ltd. and C.P. Tower, Ltd. to CenTrust Lease Co. ("Lease Co."), a Florida corporation, and the assignment and assumption of subleases and obligations to space tenants by Lease Co., and (c) the mortgaging, to a designee of Financial Security Assurance, Inc. and Drexel Burnham Lambert, Inc. of their respective leasehold interests (together with such other collateral security and documentation as is customary or appropriate in connection with similar transactions), by C.P. Retail, Ltd. and C.P. Tower, Ltd. 2. By separate instrument, the City shall confirm the due execution and good standing of the Leases, and shall cause to be executed Non Disturbance Agreements, in favor of Lease Co. 3. The Partnerships and CSB hereby reaffirm their obligations under the Settlement Agreement with the City dated July 23, 1986 and Lease Co. shall enter into an appropriate instrument evidencing its joinder in the terms of such Settlement Agreement. CenTrust shall provide such reasonable assurances as -2- 87-1080 87-1089(--i the City may require to evidence that CSB's obligations regarding the litigation described in such Settlement Agreement shall not be diminished but shall continue in full force and effect. 4. The delivery of this Agreement at closing executed by the City Manager and City Attorney acknowledges that the final form of all documentation has been approved by the City Manager and City Attorney, in a form acceptable to protect the City's interest. 5. The parties to this Agreement all recognize and agree that the transaction described and anticipated in this Agreement is that transaction described in Section 1004 of the Air Rights Lease as the "initial transfer." CSB and C.P. Tower, s Ltd. shall be responsible, jointly and severally, for payments — due to the City, if any, based upon the Net Proceeds, all -as described in Section 1004. CSB and C.P. Tower, Ltd. agree that if prior to the closing of the transaction they are unable to provide reasonably sufficient documentation to the City to L document the "Net Proceeds", then they shall do so promptly upon closing of the transaction. The City, C.P. Tower, Ltd., and CSB shall work together to agree on the final determination of Net Proceeds. if after a good faith effort by all parties to do so, the parties have not agreed on the Net Proceeds within thirty days after the closing, the City shall issue a statement to CSB showing the computation and amount of the portion of Net Proceeds to which it contends it is entitled; if CSB does not agree, then CSB shall deposit the disputed amount in a separate, independent CRC 13 7-10130 8'7--100I( interest -bearing escrow account to be held in trust by the Finance Director of the City (interest to accrue to the benefit of the party or parties ultimately receiving the funds), and (a) CSB and the City (by its Finance Director) shall each have ten days from date of delivery of the computation in which to designate a "Big Eight" accounting firm, and (b) the designated firm shall make the final computation which shall be binding on all parties. Upon final determination by the accountant, the Finance Director shall disburse the escrowed funds as appropriate and CSB shall pay any additional amounts, if any, which may be due and owing. 6. CSB shall be responsible for the City's out of, pocket expenses, to include but not be limited to, reasonable attorneys' fees for bond counsel and similar matters, arising in connection with the City's entering into and delivering this Agreement. — 7. The City acknowledges that, until further notice from the appropriate parties below, notices under the Leases - shall be given, pursuant to the provisions of the Leases, to the } following entities: C.P. Retail, Ltd. (or C.P. Tower, Ltd.) c/o w and to c/o CenTrust Savings Bank One CenTrust Financial Center 100 S.E. 2nd Street Miami, Florida 33131 Attn: David L. Paul, Chairman -4- 87" 080 with a copy to: Fine Jacobson Schwartz Nash Block & England One CenTrust Financial Center 100 S.E. 2nd Street Miami, Florida 33131 Attn: Julie A.S. Williamson This Agreement may be executed in more than one counterpart, all of which shall constitute but one agreement. [OFFICIAL SEAL] _. ATTEST: THE CITY OF MIAMI, FLORIDA By• Matty Hirai, City Clerk Cesar Odio, City Manager APPROVED AS TO FORM AND CORRECTNESS: Lucia A. Dougherty, City Attorney CENTRUST SAVINGS BANK By. (SEAL) C.P. TOWER, LTD. C.P. RETAIL, LTD. By: CenTrust Realty and By: CenTrust Realty and Construction Company Construction Company By: By: its its (SEAL) (SEAL) 085RC2266B 120987/7/gf 11276.0119 -5- 8 7-1080 CITY Or MIAM1, FLORID INTER -OFFICE MEMORANDUMS TO Honorable Mayor and Members of the City Commission . 216' ;zMe FROM Lucia A : Dougherty City Attorney DATE December 10, 1987LE SUBJECT City Commission Meeting December 10, 1987 REFERENCES Agenda Items 411, #34 and #38 ENCLOSURES (2) The following information and material should be considered by you in your deliberations at today's Meeting: Aftnda Item #11 (9-87-10jr, ) [Centrust Tower Financing Transaction] My attached memorandum describes in basic terms the essence of the transactions being proposed for your consideration and approval. At the time of Agenda Packet distribution, the proposed purchaser of Centrust stook in Centrust Realty was a subsidiary of U.S. West Financial Services, Inc. Subsequently, a determination was made that Centrust Savings Bank will sell all of its stock of Centrust Realty and Construction Company to a subsidiary of Chrysler Financial Corporation, a company with assets in excess of $21 billion and a net worth in excess of $1.9 billion. Accordingly, we have prepared a substitute resolution (corrected Item #11) which correctly reflects Chrysler as the purchaser of said stock. Agenda Item #34 (eT-87-1057) [Resolution approving Policy for City Clerk retention of original bids on City construction contracts] Upon receipt of an administrative policy prepared by the Department of Public Works, we prepared the attached substitute resolution (corrected Item #34) which was not distributed in the Packet but was distributed to you previously under separate cover. NOTE: At the time the Consent Agenda is voted upon, if these Items (#11 and #34) are not removed from the Consent Agenda and considered separately, there should be an announcement made by the Mayor that Items #11 and #34 are berg voted upon "as modified'. 87-1080 87•-toor, - I a Honorable Mayor and Members December 9, 1987 of the City Commission Page 2 Attached, for your comfort, is a legal opinion from Bruce Giles -Klein, Esquire, of Greenberg Traurig, et al., to the effect that this transaction is in conformity with the bond indenture dated July 1, 1980, and bonded obligations of the City under the $60,000,000 Revenue Bond for the Convention Center and Garage. LAD/RSR/yv/P680 Attachments 13 7-i480 8 7-100r( - Honorable Mayor and Members Of the City Commission December 10, 1987 Page 2 Agenda Stem #38 (J-87-1084) [Ordinance revising City Code Chapter 22, Solid Waste] The ordinance as distributed did not provide that there be monthly billing for those accounts involving collection of commercial waste bins; accordingly this provision has been added to the proposed ordinance by amending Section 22-12 and the approved ordinance containing this provision is being furnished to the City Clerk. LAD:RPC:bss:P477 oo: Cesar H. Odic, City Manager Matty Hirai, City Clerk Donald W. Cather, Director, Department of Public Works Joseph Ingraham, Director, Department of Solid Waste to CITY OF NIIAMI. FLORIDA INTEROFFICE MEMORANDUM r Honorable Mayor and Members of the City Commission uc ceZh� Wyl City Attorney DATE December 9, 1987 `E SueJE_- CenTrust Resolution 14EFER.ENCES Agenda Item #11 r�c�csua�= In addition to the contents of the Agenda Packet, the following information should be considered by you relative to your deliberations when you consider passage of this resolution at your meeting of Thursday, December 10, 1987. Agenda Item #11 Resolution authorizing the City Manager to execute a consent agreement, in substantially the form attached, subject to being approved by the City Attorney, whereby the City of Miami consents to the following transactions: 1. C.P. Tower, Ltd. and C.P. Retail, Ltd., two partnerships controlled by CenTrust, are selling all of their stock to Chrysler Capital Corporation, a subsidiary of an affiliate of Chrysler Motors, the automobile manufacturer. 2. C.P. Tower, Ltd. and C.P. Retail, Ltd. will remain as sublessee on the air rights and retail lease, respectively, but CenTrust will no longer control these two partnerships. 3. In what is essentially a sale -leaseback transaction there will be a sublease of premises to an entity owned and controlled by CenTrust Bank, or an affiliate thereof, with CenTrust remaining as the City's tenant and continuing to pay rent to the City and be otherwise bound under its prior agreements with the City. 4. The consent you are being requested to give will also enable C.P. Tower, Ltd. and C.P. Retail, Ltd. to refinance their leasehold by obtaining a new mortgage of their leasehold interests in the amount of $117,000,000, which will be secured by certain promissory notes. This is essentially a sale -leaseback transaction being consummated by CenTrust and Chrysler for federal tax purposes which will not adversely impact upon CenTrust's existing obligations to the City under the retail and air rights leases. 8 7-1080 87--108Q( -1 LAW OFFICES >�^ t GREENBERG* MAURIG, ASKEW, HOFF-MAN, LIPOFF, ROSIN al OUENTEL, P. A, T_ JEFFREY P. AGRON LAWRENCE GOOOFSKY JULIE K. OLOEHOFF FERNANDO C. ALONSO ALAN 5. GOLD DEBBIE M. OPSHEFSKr MIAMI OFFICE CESAR L. ALVAREZ STEVEN E. GOLDMAN MARK A PACHMAN BRICKELL CONCOURS RUDOLPH F. ARAGON STEVEN M GOLDSMITH STEVANJ PARDO 1401 BRICKELL AVENUE RICHARD A. ARKIN LAWRENCE S. GORDON OLGA E. PARRA MIAMI, FLORIDA 33131 REUBIN 0 0 ASKEW MATTHEW S. GORSON STEVEN R PARSON TELEPHONES _ KERRI L. BARSH HOWARD W. GREEN, JP MARSHALL R. PASTERNACK MIAMI (305) 579 •0500 HILARIE BASS DIANNE GREENBERG BYRON G. PETERSEN BROWARO (305) 523•Bln - ALYSSA M BAUMGARTEN MELVIN N GREENBERG ALBERT D OUENTEL TELEX 60.3124 RICHARD D BA%TER ROBERT L GROSSMAN JOEL REINSTEIN _ TELECOPY (305) 579.0718 • 579.0717 NORMAN J. BENFORO KENNETH C. HOFFMAN MARK REISMAN MARK D BLOOM LARRY J. HOFFMAN LUIS REITER LEONARDO F. BRITO JANET L. HUMPHREYS CONSTANCE M RIOOER WEST PALM BEACH OFFICE BUR1 BRUTON DONALO J. JANET ANDRES RIVERO. 111 100 AUSTRALIAN AVENUE • SUITE 201 STEVE BULLOCK MARCOS D. JIMENEZ KENNETH B. ROBINSON WEST PALM BEACH, FLORIDA 33406 ROBERT K BURLINGTON MARTIN KALB NICHOLAS ROCKWELL (305) 683.6611 LILIANA CANO JOEL J. KARP RACUEL A RODRIGUEZ TELECOPY (305) 663.8447 JPHILLIP CARVER JUDITH KENNEY MARVIN S POSEN SUE M. COBB TIMOTHY E KISH RICHARD A. ROSENBAUM BROWARD OFFICE KENDALL S. COFFEY STEVEN J. KRAVITZ RONALD W ROSENGARTEN DIANE M. CONNIFF STEVEN A. LANDY DAVID L ROSS 500 EAST BROWARD BOULEVARD • SUITE 1350 - JEFFREY D. DECARLO ALLEN P LANGJAHR ROBERT D RUBIN FORT LAUDERDALE. FLORIDA 33394 OSCAR G. of LA GUARDIA ALAN S. LEDERMAN KAREN D RUNDOUIST _ (305) 765.0500 ALBERT A. oIEL CASTILLO JEFFREY E. LEVEY CLIFFORD A SCHULMAN TELECOPY (305) 765 • 1477 ALAN T. DIMOND NORMAN H LIPOiF MARLENE K. SILVERMAN -_ CHARLES W EDGAR, III CARLOS E. LOUMIET STUART H SINGER ORLANDO OFFICE JEFFREY L. FORMAN JUAN P. LOUMIET TIMOTHY A SMITH III NORTH ORANGE AVENUE • SUITE 1550 ROBERT J FRIEDMAN PEDRO A MARTIN DAVID R SOFTNESS ROBERT C. GANG JAY A. MARTUS LAURA P STEPHENSON ORLANDO, 32801 FLORIDALORID22 LAURA A GANGEMI JOEL D. MASER GARY P TIMIN (3O5) MARLENE GARCIA WILLIAM LEE MCGINNESS ROBERT H TRAURIG TELECOPY (305)422. 2766 _ RICHARD G GARRETT JOHN T. METZGER JERROLD A WISH BRIAN K. GART LOUIS R MONTELLO. JP TIMOTHY D WOLFE WRITER S DIRECT NO BRUCE H GILES-KLEIN ALICIA M MORALES SHEILA WOLFSON ROBERT B GINBERG JANET L O BRIEN RICHARD J GIUSTO ANTHONY J O DONNELL. JR ZACHARY H WOLFF (OCTr V01 _ PLEASE REPLY TO: MIAMI OFFICE December 9, 1987 Lucia A. Dougherty, Esq. - City Attorney, City of Miami- Office of the City Attorney 1100 AmeriFirst Building One Southeast Third Avenue — Miami, Florida 33131 Re: Proposed Centrust Tower Lease Financing Dear Ms. Dougherty: We are acting as your special counsel in connection with the referenced matter. You have asked that we address herein several matters that are of concern to the City. These matters and our conclusions with respect to each are set forth below. Please understand that these conclusions are necessarily preliminary in nature inasmuch as the structure of the financing has not yet been finalized and documentation required to complete the finan- cing is not yet final in form. Upon completion of our review of the final financing structure, we would be pleased to deliver to you at the closing of the financing our formal opinion concerning the matters addressed in this letter. The City proposes to enter into a Rider to Lease with C.P. Tower, Ltd., revising certain exhibits to the Lease Agreement dated .as of July 1, 1980 between the City and Dade Savings and A7-1080 -, 87-10CMVOil -! Lucia A. Dougherty, Esq. Office of the City Attorney December 9, 1987 Page 2 Loan Association. In the Trust Indenture dated as of July 1, 1980, the City has covenanted to Florida National Bank, as Trustee for the City's Convention Center and Parking Garage Revenue Bonds issued thereunder, that the City will not agree to any revision of such lease agreement unless it shall receive and file with the Trustee (i) a certificate of a consultant approved as to form and substance by the City Manager to the effect that the rights of bondholders with respect to such lease agreement and under such trust indenture will not be prejudiced or impaired by such proposed revision, and (ii) your opinion to the effect that the proposed revision complies with the provisions of such lease agreement and such trust indenture and that the City is authorized to execute such revision. With regard to the aforementioned certificate of a consul- tant, we understand that your office has prepared a form of such certificate and that the consultant selected by the City for this purpose has agreed to execute and deliver it. The form prepared is substantially similar to that of a similar certificate deliv- ered to and accepted by the Trustee in connection with an earlier amendment of another agreement with respect to which the City is bound under such trust indenture by the same covenants pertaining to revisions. For this reason, we anticipate that the certifi- cate form prepared in connection with the revision of such lease agreement will be in form and substance satisfactory to the Trustee. With regard to the aforementioned opinion to be deliv- ered by you, you again have the advantage of having delivered a similar opinion to the Trustee before, so that we can anticipate that your opinion to be delivered in connection with the revision of such lease agreement will be in form and substance satisfac- tory to the Trustee. We note that in conjunction with your office we are undertaking steps to alert the Trustee as to the proposed revision and as to the need for the Trustee's involve- ment. We note also that, in our view, (i) the proposed revision complies with the provisions of such lease agreement, (ii) the City is authorized to execute the proposed revision, (iii) the proposed revision does not conflict with or cause the City to be in violation of any provision of such trust indenture or of the bonds issued to date pursuant thereto, and (iv) the proposed revision does not impair the validity of the pledge conferred by the City upon the Trustee to secure the payment of the bonds issued under such indenture. In the course of our representation of the City on this matter, we have also reviewed, and continue to review, the pro- posed structure of the financing. At this time, we are aware of 8 7-1.080 GREENBERG, TRAURIG, ASKEW, HOFFMAN, LIPoFF, R05EN ei OUENTEL. P. A. 8 7-10�I -1 Lucia A. Dougherty, Esq. 4 Office of the City Attorney } December 9, 1987 Page 3 no additional action of the City required by such trust indenture and no other consent required to be obtained under such trust indenture in connection with the proposed financing and the — agreements and instruments proposed to be executed and delivered by various parties in connection therewith. Please do not hesitate to contact me should there be addi- tional matters that require our attention or should you have any questions concerning this letter. Very truly yours, BRUCE H. GILES-KLEIN BHG-K/hf t o z — 3 6 - 1 , � l 1 i 3 f ' i l 7�w�n GREENBERG, TRAURIG, ASKEW, HOFFMAN. Uporr, ROSEN a OUENTEL, P. A. _A MOt.1 i B 1 6 LAW DEPT P CITY OF MIAMI. FLORID^ INTER•QFFICE MEMORANDUM 10 Honorable Mayor and Members of the City Commission November 30, 1907 o�rc• nos: City approval of sus,rae Centrust transactional PROM l;eebr �1• �di R[F[R[HCti• City Manager .PICLOSURcs (attached Resolution) a • Transmitted herewith please find legislation to implement tha City approval of the transactions referred to in Mr. Richard Wees' letter to me dated November 23, 1987. 3 At this time, the agreement rererred to as an attachment harp not been received and will be the subject of a meeting scheduled tomorrow between Al Armada and members of the City Attorney's office with the Attorneys for Centrust. As coon as an acceptable agreement is received, = shall ( transmit it to you for review. C1[A/.W-If l /787 137- t��I _ I 1 MCeV— S. c.— =:T ??�$ M0N 1 LAW DEFT F . 0.2 I.n.t r. AtdnorR ' Mak /. Arewren CAMN M. Amender ISwJoe 1. � tSaber •WWAiwaR w=J. Aerp► Ineft J. BIWA No" A. Noo ttox A'w'raW ! G.sod Oxwww ntrefo eM A. C11�u amp 1. Cohan arm* law calan Fine Jacobson Schwartz Nash Block & England hs t C°bw,w KeeM At. EWAN AVOW J. tznslwd. Jr. GRv M. Vain .Ier"rn,w-Qrtnooer MOM FORS w& GC.4rt.00 Ja4o ML.C. Cato Crw+r 1MO DwiwM A. Now Cartd t. N IinpA,w I. N� 8re 1. KoOww tsar lam Nord, BAND DELIVERED The Honorable Cesar Odio city Manager City of Miami 3500 Pan American Drive Miami, FL 33133 One Cenfnui Finalk-W Center snrw K. Hoffman 100 southeast Snd Street of W.*d I&Vbeen Miami, iloo& 33131 POsM A. IorpM► Anka Kam ° °" TeUphom (305) S77.4000 p k T (305) 577-4088 ld1111018 N RWW*R Cab FLOAIDALAW Pow A. L.dmt, Teter S3Z728 J L e" Ow Coy D. L4won aft"1. L IA /Mows C~ N. McDowfa Gain S. MWdN It Up"a J. Nd1 wee nv ttibnw oar. s. r..k., November 231 1987 • !. ride 8 !. room at.�ra, B. rru+, ore Amew T71.+rr J1�rJ}M III t+.nprnh f. ScN� Joseph H. sorts stwn L. shno" Lf" a. Sodomes Lro C. a LMd° Ann = I%W A. S. WWdom,on Re: CenTrust Towers, a .world trade center, Lease with the City of Miami dated July It 1980 (the O&ir Rights Lease"), Lease with the City of Miami dated July 30, 1985 (the "Retail Lease") Dear Mr. Odiot Currently+ C. P. Tower, Ltd., a Florida limited partnership ("C.P. Tower")• and C. P. Retail; Ltd.r a Fiori a limiteZf partnership ("C.P. Retail"), are the lessees under the Air Rights Lease and the Retail Lease for the air rights and retail space in CenTrust Tower. The general partner controlling both C. P. Tower and C. P. Retail is CenTrust Realty and Construction Company ("CenTrust Realty"). CenTrust Realty is wholly owned by CenTrust Savings bank ("CenTrust"). CenTrust is selling all of its stock in CenTrust Realty to a subsidiary of US WEST Financial Services, 'Inc. ("US WEST"), a company with assets of $885,000,000 and a not worth of 096,000,,000. US WEST is rated AA by StandarO i Poorsa. The sale of CenTrust's stuck in CenTrust Realty is being made pursuant to what is essentially a sale -leaseback transaction. C. P. Tower and C. P. Retail will remain as lessees on the Air Rights Lease and the Retail Lease respectively, however, CenTrust will no longer- control those entities. in order that a CenTrust entity have lull control and responsibility for the running Ft. Laden" Of/let /80 XosaheM $rJ As~ Ft. Lena sera #. Fronide 3"10 rAephene (305) 46e • 1WO r r ivy 34e2.4= Coble FOArLAW 87 -saeoc�_ Nr_ V-30--e 7 Mot4 l 1 t t-AW DEFT P. 03 The Honorable Cesar Odio November 23, 1907 Pace Two of CenTrust Tower, C. P. Tower and C. P. Retail will sublease their respective premises to a to -be -formed CenTrust entity ("CenTrust Lease Corp"). CenTrust Lease Corp. will be the lessor as to all tenant spaces. A copy of the proposed sublease to CenTrust Lase Corp. is enclosed. in connection with this transaction, C. P. Tower and C. p. Retail will execute a mortgage on their interest in the Air Rights Lease and the Retail Lease and in CenTrust Tower in the amount of approximately $117,000,000 securing notes -in that amount. A Copy of the proposed mortgage will be supplied as soon as it is available. Pursuant to the terms of the Air Rights and Retail Leases, the sublease to CenTrust Leasing Corp. and the mortgage require City approval. Additionally, in an abundance of caution, we would like the City*s.approval of the sale of stock of CenTrust Realty to US WEST. Under the terms of the Retail Lease, you, as City Manager, may consent to certain of the above matters without City Commission approval. Consent under the Air Rights Lease must be approved by the Commission. ror tax reasons, this transaction must be complete! by December 15th and, therefore, the purpose of this letter is to request that this item be placed on the City commission agenda for December loth. Thank you for your usual cooperation. the short notice on this item. - Sincerely, F;C*MAftWW Richard Jay Weiss RJW/Q 1W 11276.0015 cc: -Lucia, Dougherty'# Esq., City Attorney Bob Clark, Esq. John Copelan, Esq. Mr. David Paul Mr. Alan Merkur Gary Epstein, -Esq. i apologize for Fine Jacobson Schwartz Nash Block & England 87—lOflO 3