HomeMy WebLinkAbout23503AGREEMENT INFORMATION
AGREEMENT NUMBER
23503
NAME/TYPE OF AGREEMENT
SUNSHINE STATE GOVERNMENTAL FINANCING
COMMISSION
DESCRIPTION
2ND AMENDMENT TO LOAN AGREEMENT/REPLACE
ORIGINAL LETTER OF CREDIT
EFFECTIVE DATE
ATTESTED BY
MATTY HIRAI
ATTESTED DATE
DATE RECEIVED FROM ISSUING
DEPT. -
NOTE
CITY OF TMIAMI, FLORIDA
INTER -OFFICE MEMORANDUM
A35 03
TO :
FROM :
Mayor Xavier Suarez
Cesar H.
City Man
DATE,:
February 18, 1993
FILE :
SUBJECT: Second Amendment and
Supplement to,Loan
'Agreement Sunshine State
REFERENCES: Governmental Financing
Commission.
ENCLOSURES:.
Please find three sets of referenced document, executed by City
Attorney and approved by resolution 93-87 for your execution.
Please forward to City Clerk for her signature and final
submission to the Finance Directors Office.
SECOND AMENDMENT AND SUPPLEMENT TO LOAN AGREEMENT
THE SECOND AMENDMENT AND SUPPLEMENT ,TO LOAN AGREEMENT (the
"Amendment") dates as of
, 19 , and entered
into between the SUNSHINE STATE GOVERNMENTAL FINANCING COMMISSION
(the "Commission"), a public body corporate and politic created
pursuant to that certain interlocal agreement by and among
various governmental units executing it from time to time, and
the CITY OF MIAMI (the "Governmental Unit"), a municipal
corporation organized under the laws of the State of Florida.
WITNESSETH
WHEREAS, the Commission and the Governmental Unit have
heretofore executed and delivered a Loan Agreement dated as of
November 18, 1986 (the "Original Loan Agreement" and as amended
hereby the "Loan Agreement") relating to the Governmental Unit's
participation in the $300,000,000 Sunshine State Governmental
Financing Commission Revenue Bonds, Series 1986 (the "Bonds");
and
WHEREAS, the Commission desires to replace the original
letter of credit securing the Bonds with a letter of credit (the
"Alternate Credit Facility") issued by Union Bank of Switzerland,
M
N
m
w
,.i1EN hart
REVIEW, PLEASE IDENTIFY AS
New York Branch, National Westminster Bank Plc, New York Branch
and Morgan Guaranty Trust Company of New York (collectively, the
"Banks"); and
WHEREAS, the execution and delivery of this Amendment has
been required by the Banks in connection with the issuance of the
Alternate Credit Facility; and
WHEREAS, all capitalized undefined terms used herein shall
have the meaning set forth in the Original Loan Agreement; and
WHEREAS, Section 9.04 of the Original Credit Agreement and
Section 12.05 of the Indenture provide that the Loan Agreement
may be amended by the Commission and the Governmental Unit, with
the written consent of the Trustee and the Banks, as may be
required by the provisions of the Credit Facility Agreement; and
WHEREAS, the Commission, the Trustee, the Banks and the
Governmental Unit have consented to this Amendment;
NOW THEREFORE, as the Commission, the Governmental Unit, the
Trustee and the Banks each agree and represent that the
statements in the recitals are true and correctandfor and in
consideration of the premises hereinafter contained and for good
and valuable consideration, the receipt of which is hereby
acknowledged, the Commission and the Governmental Unit hereby
agree, with the consent of the Trustee and the Banks, as follows:
Section 1.1 The following definition in Article I of the
Original Loan Agreement is hereby amended and supplemented to
read as follows:
•
"Agent" means Union Bank of Switzerland, New York Branch,
as agent for the Banks under the Credit Facility Agreement
dated as of December 1, 1992. "Agent" shall also mean any
entity designated as such with respect to any Alternative
Credit Facility -which may be issued from time to time.
Section 1.2 Section 2.02 of the Original Loan Agreement is
hereby amended and supplemented by the addition of the following
paragraph:
(q) The Governmental Unit covenants to immediately notify
the Commission and the Agent of any change in law which
could have a material adverse effect on the power or
authority of the Governmental Unit to collect Non Ad
Valorem Revenues then being collected by the Governmental
Unit and to meet with the Agent, upon the request of the
Agent, to discuss any such change in law.
Section 1.3 The notice address of the Banks contained in
Section 9.01 of the Original Loan Agreement is hereby amended as
follows:
Union Bank of Switzerland,
New York Branch
299 Park Avenue
New York, N.Y. 10171
Attention: Public Finance, Vice President
Telephone: (212) 715-3000
Section 1.4 This Amendment shall become effective as of the
date of the execution and delivery of this Amendment.
Section 1.5 This Amendment may be simultaneously executed
in several counterparts, each of which shall be an original and
all of which shall constitute but one and the same instrument.
Section 1.6 This Amendment shall be governed by and
construed in accordance with the law of the State of Florida.
Section 1.7 Except as specifically amended hereby and
herein., the Original Loan Agreement remains in full force and
effect and is hereby ratified, affirmed and approved.
IN WITNESS WHEREOF, the Sunshine State Governmental
Financing Commission has caused this Amendment to be executed in
its corporate name with its corporate seal hereunto affixed and
attested by its duly authorized officers, and the City of Miami
has caused this Amendment to be executed in its corporate name
with its corporate seal hereunto affixed and attested by its duly
authorized officers, and the City of Miami has caused this
Amendment to be executed in its corporate name with its corporate
seal hereunto affixed and attested by its duly authorized
officers, all as of the first above written.
SUNSHINE STATE GOVERNMENTAL
FINANCING COMMISSION
ATTEST:
Secretary
(SEAL)
ATTE
MATTY HIRAI
CITY CLERK
(SEAL)
APPROVED AS TO FORM AND CORRECTNESS:
By:
Chairman
•
Consented and agreed to by:
FIRST UNION NATIONAL BANK OF FLORIDA, as Trustee
By:
Title:
UNION BANK OF SWITZERLAND,
NEW YORK BRANCH, as agent
By:
Title:
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