Ordinance No. 7,676960328 -14
ORDINANCE NO. 7676
AN ORDINANCE AUTHORIZING AND DIRECTING THE MAYOR TO
® EXECUTE AND THE CITY CLERK TO ATTEST TO A FIRST AMENDMENT OF
THE LOAN AGREEMENT WITH CITIZENS BANK AND TRUST COMPANY OF
BAYTOWN, TEXAS, AND A LOAN MODIFICATION OF PROMISSORY NOTE
BETWEEN CITIZENS BANK AND TRUST COMPANY OF BAYTOWN, TEXAS;
AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section 1: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the Mayor and City Clerk of the City of Baytown to execute and attest to a First Amendment of the
Loan Agreement with Citizens Bank and Trust Company of Baytown, Texas, which agreement was
originally executed on September 14, 1995. A copy of said agreement is attached hereto, marked
Exhibit "A," and made a part hereof for all intents and purposes.
Section 2: That the City Council of the City of Baytown, Texas, hereby authorizes and directs
the Mayor and City Clerk of the City of Baytown to execute and attest to a Loan Modification of
Promissory Note, which note was originally executed on September 14, 1995. A copy of said loan
modification is attached hereto, marked Exhibit "B," and made a part hereof for all intents and
purposes.
Section 3: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 28th day of March, 1996.
'0� e.
PETE C. ALFARO, ayor
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
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JNLACIOiRAMIR.EZ,O., City Attorney
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FIRST AMENDMENT
OF THE LOAN AGREEMENT
BY AND BETWEEN
CITIZENS BANK AND TRUST COMPANY OF BAYTOWN, TEXAS
AND
THE CITY OF BAYTOWN, TEXAS
STATE OF TEXAS
COUNTY OF HARRIS
This First Amendment ( "Amendment ") to that certain "Loan Agreement" ( "Agreement ")
between the CITIZENS BANK AND TRUST COMPANY OF BAYTOWN, TEXAS, hereinafter
called "CITIZENS" and THE CITY OF BAYTOWN, a municipal corporation, hereinafter called
"CITY," dated September 14, 1995, is made by and between the same parties on the date hereinafter
last specified.
and
WITNESSETH:
WHEREAS, CITIZENS and CITY did enter into a Loan Agreement on September 14, 1995;
WHEREAS, CITIZENS and CITY now desire to extend the term of the contract;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, the parties hereto do hereby mutually agree as follows:
I.
Unless a different meaning clearly appears from the context, words and phrases as used in
this Amendment shall have the same meaning as in the Agreement.
II.
Article 4 of the Agreement is hereby amended to read as follows:
4. As herein above set out, the loan is to be made to the CITY to finance the
construction of a Restaurant Building to be constructed in CITY's Bayland Park
Complex. CITY will build the building and it will lease the same to a restaurant
operator for the operation of the facility.
First Amendment of the Lgan Agreement, Page I
EXHIBIT A
CITY agrees that it will not terminate its lease of the restaurant facility
d® without first obtaining the written consent of CITIZENS, which consent shall not be
unreasonably withheld.
In the event CITY should default in its obligation to make payments required
by the said promissory note, or should it default under any instruments securing
payment of the promissory note, and should such default continue for a period of ten
(10) days after CITIZENS has given written notice of the default to CITY, CITIZENS
is hereby granted the option to lease the property upon which the Restaurant Building
is located for a marketable term, and the Restaurant Building, together with its
improvements, the restaurant parking area, and ingress and egress over and across
Bayland Park for access to and from the Restaurant Building. CITIZENS agrees that
it will use its utmost diligence to obtain the highest possible rental payment under the
market conditions then existing. The net monies received from the operation under
the said lease shall be applied by CITIZENS to CITY's indebtedness.
In addition to the monies applied to CITY's indebtedness and for so long as
any part of CITY's debt remains unpaid, the rent to CITY for the facilities to be
leased will be One Dollar ($1.00) per year and the lease will be upon the terms and
condition as directed by CITIZENS. Should, however, the marketable term extend
beyond that which is reasonably necessary to discharge the indebtedness, all of the
monies subsequently received from the operation under said lease shall be deposited
into a trust account held by CITIZENS for the benefit of CITY. Upon the
establishment of such trust account, CITIZENS will execute and deliver a security
agreement in form agreeable to CITY, granting a security interest in such account to
CITY.
CITIZENS agrees that it will operate the restaurant facilities in such a way to
produce the greatest practicable amount of income.
III.
The provisions of this Amendment and the provisions of the Agreement should be read
together and construed as one agreement provided that, in the event of any conflict or inconsistency
between the provisions of this Amendment and the provisions of the Agreement, the provisions of
this Amendment shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one and
the same amendment, this day of March, 1996, the date of the last signature hereto.
46 First Amendment of the Loan Agreement, Page 2
•
ATTEST:
Senior Vice President
ATTEST:
EILEEN P. HALL, City Clerk
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0 First Amendment of the Loan Agreement, Page 3
CITIZENS BANK AND TRUST COMPANY
OF BAYTOWN, TEXAS
Executive Vice President
CITY OF BAYTOWN, TEXAS
PETE C. ALFARO, Mayor
LOAN MODIFICATION OF PROMISSORY NOTE DATED SEPTEMBER 14, 1995
BETWEEN
CITIZENS BANK AND TRUST COMPANY OF BAYTOWN, TEXAS
AND
THE CITY OF BAYTOWN, TEXAS
STATE OF TEXAS §
COUNTY OF HARRIS §
This Loan Modification ( "Modification ") to that certain "Promissory Note" ( "Note ")
between the CITIZENS BANK AND TRUST COMPANY OF BAYTOWN, TEXAS, hereinafter
called "CITIZENS" and THE CITY OF BAYTOWN, a municipal corporation, hereinafter called
"CITY," dated September 14, 1995, is made by and between the same parties on the date hereinafter
last specified.
WITNESSETH:
WHEREAS, CITY did execute through its Mayor a Promissory Note dated September 14,
1995, with CITIZENS; and
WHEREAS, the Note states that the first semi - annual installment is due on March 14, 1996,
and that the second semi - annual installment is due on September 14, 1996; and
WHEREAS, CITIZENS and CITY now desire to modify the first annual installment payment
date and all subsequent payment dates concerning the Note;
NOW THEREFORE, for and in consideration of the mutual covenants and agreements herein
contained, the parties hereto do hereby mutually agree as follows:
I.
Unless a different meaning clearly appears from the context, words and phrases as used in
this Modification shall have the same meaning as in the Note.
0 Loan Modification of Prom' to dated m er 14 , Page I
i i
I1.
0 The Second and Third Paragraphs of such Note are is hereby amended to read as follows:
The unpaid balance of this note, together with interest accrued thereon, is due
and payable in semi - annual installments due on March 14th of each calendar year,
beginning March -14, 1997, and continuing with a semi - annual installment of
principal and interest due on each September 14th and March 14th thereafter through
March 14, 2010, and on September 14, 2010, the entire remaining balance of this
note principal and interest will be due and payable in full.
The unpaid balance of this note shall bear interest at the initial rate of 7.25%
per annum, and the principal and interest shall initially be paid in semi - annual
installments of $99,432.26 each; the first installment of $99,432.26 is due and
payable on March 14, 1997, and an additional installment of $99,432.26 is due and
payable on September 14, 1997.
III.
The provisions of this Modification and the provisions of the Note should be read together
and construed as one agreement provided that, in the event of any conflict or inconsistency between
the provisions of this Modification and the provisions of the Note, the provisions of this
Modification shall control.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment in multiple
copies, each of which shall be deemed to be an original, but all of which shall constitute but one and
the same amendment, this day of March, 1996, the date of the last signature hereto.
CITIZENS BANK AND TRUST COMPANY
OF BAYTOWN, TEXAS
Executive Vice President
ATTEST:
Senior Vice President
0 Loan Modification of Promissory Note dated September 14. 1995, Page 2
•
CITY OF BAYTOWN, TEXAS
PETE C. ALFARO, Mayor
ATTEST:
EILEEN P. HALL, City Clerk
APPROVED AS TO FORM:
c:klh141contractslloan modification
Loan Modification of Promissory Note dated September-14, 1495, Page 3