HomeMy WebLinkAboutRESOLUTION - 71-92 - 11/10/1992 - RESTATED MORTGAGE & SECURITY AGRMT RESOLUTION NO. 71-92
A RESOLUTION AUTHORIZING THE VILLAGE PRESIDENT AND VILLAGE
CLERK TO EXECUTE A FIRST AMENDMENT TO AMENDED AND RESTATED
MORTGAGE AND SECURITY AGREEMENT (LAQUINTA)
NOW, THEREFORE, BE IT RESOLVED by the President and Board of Trustees
of the Village of Elk Grove Village, Counties of Cook and OuPage, State of
Illinois as follows:
Section 1: That the Village President be and is hereby authorized to
sign the attached documents marked:
CONSENT OF ISSUER
FIRST AMENDMENT TO AMENDED AND RESTATED
MORTGAGE AND SECURITY AGREEMENT
a copy of which is attached hereto and made a part hereof as if fully set
forth and the Village Clerk is authorized to attest said documents upon the
signature of the Village President.
Section 2: That this Resolution shall be in full force and effect
from and after its passage and approval according to law.
PASSED this 10th day of November , 1992.
APPROVED this 10th day of November , 1992.
Charles J. Zettek
Village President
ATTEST:
Patricia S. Smith
Village Clerk
"HIBiT A
RECORDING REQUESTED BY: Elk aro..
ELIZABETH S. HELM
DONOHOE, JAMESON. & CARROLL
1201 ELM STREET, SUITE 3400
DALLAS, TEXAS 75270
WHEN RECORDED SEND TO
ELIZABETH S. HELM
DONOHOE, JAMESON & CARROLL
1201 ELM STREET, SUITE 3400
DALLAS, TEXAS 75270
FIRST AMENDMENT TO AMENDED AND RESTATED
MORTGAGE AND SECURITY AGREEMENT
among
LA QUINTA MOTOR INNS, INC. ,
NATIONSBANK OF TEXAS, N.A. ,
THE FIRST NATIONAL BANK OF CHICAGO, TRUSTEE,
CRESTAR BANK, TRUSTEE,
and
UNITED STATES TRUST COMPANY OF NEW YORK, TRUSTEE
DATED AS OF:
November 1, 1992
FIRST AMENDMENT TO AMENDED AND RESTATED
MORTGAGE AND SECURITY AGREEMENT
THIS FIRST AMENDMENT TO AMENDED AND RESTATED MORTGAGE AND
SECURITY AGREEMENT (this "Amendment" ) is made as of this 1st day
of November, 1992, to alter and amend that Amended and Restated
Mortgage and Security Agreement (the "Mortgage" ) dated as of
June 1, 1992 from Grantor (as hereinafter defined) for the equal
And ratable benefit of Beneficiaries (as hereinafter defined),
recorded at 92-409117 of the Cook County Recorder, by LA QUINTA
MOTOR INNS, INC. , a corporation organized and existing under and by
virtue of the laws of the State of Texas ( "Grantor" ) , and UNITED
STATES TRUST COMPANY OF NEW YORK, as trustee, together with its
successors and assigns, in its capacity as trustee for the owners
of the Elk Grove Bonds (hereinafter defined) (the "Elk Grove
Trustee" ) , CRESTAR BANK, successor to UNITED VIRGINIA BANK,
together with its successors and assigns, in its capacity as
trustee for the owners of the Virginia Bonds (as defined in the
Mortgage) (the "Virginia Trustee" ) , THE FIRST NATIONAL BANK OF
CHICAGO, together with its successors and assigns, in its capacity
as trustee for the holders of the Bonds described herein other than
the Elk Grove Bonds and the Virginia Bonds, the Virginia Trustee,
the Elk Grove Trustee and The First National Bank of Chicago, in
its capacity as trustee for the owners of the Bonds described in
the Mortgage other than the Elk Grove Bonds and the Virginia Bonds,
are herein collectively referred to as the "Trustees" ), and
NATIONSBANK OF TEXAS, N.A. , a national banking association (the
"Bank" ) . Hereinafter, the Trustees and the Bank are collectively
referred to as the "Beneficiaries, " unless otherwise specified.
W I T N E S S E T H:
WHEREAS, Grantor desires to amend the Mortgage to describe in
more detail the indebtedness secured by the Mortgage, to replace
the description of the Harlingen Bonds with the description of the
Nacogdoches Bonds (as defined herein), and to make certain other
changes agreeable to the parties;
WHEREAS, the Beneficiaries are willing to amend the Mortgage
in the manner set forth in this instrument;
NOW, THEREFORE, in consideration of the premises, the parties
agree as follows:
1. All defined terms not otherwise defined herein shall have
the meaning ascribed to them in the Mortgage.
2. The first paragraph of paragraph (a) is deleted, and the
following subparagraph is substituted therefor:
"(a) the payment of all the Indebtedness (as defined in
the hereinafter identified Reimbursement Agreements) of the
Grantor and LQ-Baton Rouge Joint Venture (the 'Joint Venture' )
to the Bank, and also including, without limitation, all
indebtedness now or hereafter existing, incurred by the
Grantor and the Joint Venture under or in connection with the
following described Reimbursement Agreements by and between
the Grantor or the Joint Venture and the Bank (such
Reimbursement Agreements, as the same may from time to time be
amended, modified or supplemented in accordance with their
respective terms, hereinafter individually called a
'Reimbursement Agreement' and collectively called the
'Reimbursement Agreements' ) : "
3. Paragraph a. is amended to add the following paragraph
after a. (xiii) :
"(xiv) Reimbursement Agreement dated as of November 1,
1992 providing for the issuance by the Bank of the Nacogdoches
Letter of Credit (hereinafter defined); "
4. Paragraph a. (xi) and (xiii) are deleted and the following
paragraphs are substituted therefor:
"(xi) Reimbursement Agreement dated as of June 1, 1992
providing for the issuance by the Bank of the Virginia Letter
of Credit (hereinafter defined); and
(xiii) Reimbursement Agreement dated as of June 1, 1992,
providing for the issuance by the Bank of the Baton Rouge
Letter of Credit (hereinafter defined) . "
5. The first paragraph of paragraph (b) is deleted, and the
following paragraph is substituted therefor:
"(b) the payment of all indebtedness of the Grantor and
the Joint Venture now or hereafter existing under the
following described Loan Agreements, Refunding Agreements and
Agreement of Sale with the following described issuers (the
' Issuers' ) and the promissory notes issued by the Grantor and
the Joint Venture thereunder: "
6. Paragraph b. is amended to add the following paragraph
after b. (xiii) :
"(xiv) Loan Agreement dated as of November 1, 1992
between the Grantor and the Nacogdoches Industrial Development
Authority, Inc. providing for a loan to the Grantor in the
principal amount of $2,765,000 as evidenced by the promissory
note of the Grantor issued pursuant to such Loan Agreement in
the form set forth in Exhibit 'A' thereto; "
2
7. Paragraphs b. (iv), (xi) and (xiii) are deleted and the
following paragraphs are substituted therefor:
"(iv) Loan Agreement dated as of June 1, 1991, between
the Grantor and the Savannah Economic Development Authority
providing for a loan to the Grantor in the principal amount of
$3, 550,000 as evidenced by the promissory note of the Grantor
issued pursuant to such Loan Agreement in the form set forth
in Exhibit 'A' thereto;
(xi) Agreement of Sale dated as of November 1, 1984
between the Grantor and the Peninsula Ports Authority of
Virginia as amended providing for a loan to the Grantor in the
principal amount of $4,800,000 as evidenced by the promissory
note of the Grantor issued pursuant to such Loan Agreement in
the form set forth in Exhibit 'A' thereto; and
(xiii) Refunding Agreement dated as of June 1, 1992,
between LQ-Baton Rouge Joint Venture and the Industrial
Development Board of the Parish of East Baton Rouge,
Louisiana, Inc. providing for a loan to LQ-Baton Rouge Joint
Venture in the principal amount of $3, 475,000 as evidenced by
the promissory note of LQ-Baton Rouge Joint Venture issued
pursuant to such Loan Agreement in the form set forth in
Exhibit 'A' thereto; "
8. The first paragraph after subparagraph b. (xiv) is amended
to add the words "and Agreement of Sale" after the words "Refunding
Agreements" in the first line thereof.
9. Paragraph (c) is deleted and the following paragraph is
substituted therefor:
"(c) the performance of all obligations of the Grantor
under this Mortgage and of the Grantor and the Joint Venture
in the other Related Documents to which the Grantor or the
Joint Venture is a party (as such terms are defined in the
Reimbursement Agreements), including the Reimbursement
Agreements; and"
10. Paragraph d. is amended to add the following paragraph
after a. (xiii) :
"(xiv) Irrevocable Letter of Credit dated November 17,
1992 in the original amount of $2,828,364.58 issued by the
Bank on behalf of the Grantor for the benefit of The First
National Bank of Chicago, as Trustee, in connection with the
issuance of bonds (the 'Nacogdoches Bonds' ) by the Nacogdoches
Industrial Development Authority, Inc. (the 'Nacogdoches
Letter of Credit' ); "
3
11. Paragraph d. (xiii) is deleted, and the following
paragraph is substituted therefor:
"(xiii) Irrevocable Letter of Credit dated June 3, 1992,
in the original amount of $3, 554, 635.42, issued by the Bank on
behalf of LQ-Baton Rouge Joint Venture for the benefit of The
First National Bank of Chicago, as Trustee, in connection with
the issuance of bonds by the Industrial Development Board of
the Parish of East Baton Rouge, Louisiana, Inc. (the 'Baton
Rouge Letter of Credit' ); "
12. Paragraph (e) is amended to add the words "and the Joint
Venture" after the word "Grantor" in the next to last line thereof.
13. GRANTING CLAUSE SECOND is modified to delete the words
"general intangibles" in the third line and "and general" in the
fourth line and "intangibles" in the fifth line thereof.
14. The third paragraph of GRANTING CLAUSE THIRD is amended
to add the words "or the Joint Venture, as appropriate, " after the
words "Grantor" in the second line thereof.
15. SECTION 1.02(v) is amended to add the words "and the
Joint Venture" after the word "Grantor" in the sixth line thereof.
16. The first full paragraph after subparagraph 3.01(c) is
amended to delete the last sentence thereof, and to substitute the
following sentence therefor:
"The Grantor shall, however, use reasonable efforts within its
power to cure a default hereunder during the pendency of a
force majeure; provided, that the Grantor shall in no event be
required to settle strikes, lockouts or other industrial
disturbances by acceding to the demands of the opposing party
or parties when such course is, in the reasonable judgment of
Grantor, not in its interest. "
17. SECTION 4.01 Effect of Mortaaae is amended to delete the
words "general" in the seventh line and "intangibles" in the eighth
line thereof.
18. SECTION 7.01(b) is amended to substitute the name
"Crestar Bank" for "United Virginia Bank. "
19. SECTION 7.11 Certain Assignments and Subrogations is
amended to add the words "and the Joint Venture" after the word
"Grantor" in the third to the last line thereof.
20. SECTION 7.14(b) is amended to substitute the name
"Crestar Bank" for "United Virginia Bank. "
4
CONSENT OF ISSUER
La Quinta Motor Inns, Inc. ( "Company" ) , the user of the
Project (as defined in the Trust Indenture defined below), together
with NationsBank of Texas, N.A. ( "Bank" ), issuer of the letter of
credit securing the Bonds (as defined below) , have requested that
the Village of Elk Grove, Cook and DuPage Counties, Illinois,
issuer of the $4, 800,000.00 Village of Elk Grove, Cook and DuPage
Counties, Illinois Industrial Development Revenue Refunding Bonds
(La Quints, Motor Inns, Inc. Project) , Series 1984 ( "Bonds" ) issued
to refinance the Project, consent to the First Amendment to
Amendment and Restated Mortgage and Security Agreement
( "Amendment" ) attached hereto as Exhibit "A, " which Amendment is
entered into in order to more precisely define the obligations
secured by the Amended and Restated Mortgage and Security Agreement
( "Mortgage" ); to eliminate the reference to bonds that were to have
been issued to refinance the La Quinta Motor Inn in Harlingen,
Texas which bonds were not issued, and which La Quinta Motor Inn is
not among the properties securing the Bonds; to substitute
reference to bonds to be issued by the Nacogdoches Industrial
Development Authority, Inc. and associated documents and La Quints
Motor Inn for reference to the Harlingen bonds and associated
documents and La Quinta Motor Inn; to include the Nacogdoches Deed
of Trust and Security Agreement among the other mortgages and
security agreements, deeds of trust and security agreements or
deeds to secure debt ( "Other Mortgages" ) securing twelve other bond
issues issued to refinance the acquisition, construction and
equipment of those La Quinta Motor Inns, and secure obligations
owed to the Bank, all as more fully described in the Mortgage; to
delete general intangibles from the property granted to the Trustee
and Bank under the Mortgage; and to make certain other changes to
generally make the terms of the Mortgage and the Other Mortgages
consistent with each other in accordance with Section 1202 of the
Indenture of Trust between the Village of Elk Grove, Cook and
DuPage Counties, Illinois and United States Trust Company of New
York, as Trustee, dated as of October 1, 1984, as amended ( "Trust
Indenture" ) .
By their signature below, the Village of Elk Grove, Cook and
DuPage Counties, Illinois consents to the First Amendment to
Amended and Restated Mortgage and Security Agreement.
VILLAGE OF ELK GROVE
By: Charles J. Zettek
Name: Charles J. Zettek
Title: Village President
JBR:M
RRR062CR ATTEST:
10/21/92
By: Patricia S. Smith
Name: Patricia S. Smith
Title: Village Clerk
21. Ratification. Except as amended by this Amendment, the
Mortgage remains in full force and effect and is hereby ratified
and confirmed.
22. General: This Amendment may be executed in several
counterparts, each of which shall be regarded as an original and
all of which shall constitute but one and the same instrument.
THIS INSTRUMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS.
IN WITNESS WHEREOF, Grantor, Trustees, and Beneficiaries
having first been duly authorized, have caused this Mortgage to be
executed in its name and by its officer, all as of the day and year
first above written.
LA QUINTA MOTOR INNS, INC.
By:
Name•
Title:
THE FIRST NATIONAL BANK OF CHICAGO
By:
Name:
Title:
CRESTAR BANK
By:
Name:
Title:
UNITED STATES TRUST COMPANY
By:
Name:
Title•
5
NATIONSBANK OF TEXAS, N.A.
By:
Name:
Title:
ACKNOWLEDGMENT
OF
LA QUINTA MOTOR INNS, INC.
STATE OF TEXAS
COUNTY OF BEXAR
On this day of 1992, before
me, the undersigned, Notary Public, personally appeared
, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that
by his/her signature on the instrument, the person, or the entity
on behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
6
ACKNOWLEDGMENT
OF
THE FIRST NATIONAL BANK OF CHICAGO
STATE OF ILLINOIS
COUNTY OF
On this day of 1992, before me,
the undersigned, Notary Public, personally appeared
personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that
by his/her signature on the instrument, the person, or the entity
on behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
ACKNOWLEDGMENT
OF
CRESTAR BANK
STATE OF
COUNTY OF
On this day of 1992, before me,
the undersigned, Notary Public, personally appeared
, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that
by his/her signature on the instrument, the person, or the entity
on behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
7
ACKNOWLEDGMENT
OF
UNITED STATES TRUST COMPANY
STATE OF
COUNTY OF
On this day of 1992, before me,
the undersigned, Notary Public, personally appeared
, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that
by his/her signature on the instrument, the person, or the entity
on behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
ACKNOWLEDGMENT
OF
NATIONSBANK OF TEXAS, N.A.
STATE OF TEXAS
COUNTY OF
On this day of 1992, before me,
the undersigned, Notary Public, personally appeared
, personally known to me (or proved to me
on the basis of satisfactory evidence) to be the person whose name
is subscribed to the within instrument and acknowledged to me that
he/she executed the same in his/her authorized capacity, and that
by his/her signature on the instrument, the person, or the entity
on behalf of which the person acted, executed the instrument.
WITNESS my hand and official seal.
Notary Public
My Commission Expires:
ARR0617A
10/20/92
8
LEGAL. DESCRIPTION OF PROJECT SITE
Lot 3 in La Quinta Resubdivision in the South West 114 of Section 23, Township 41 North, Range
11 East of the Third Principal Meridian, according to the plat thereof recorded September 20,
1984, as Document No. 27,262,582, in Cook County, Illinois.
ML tQU---xcaoVn. iatwtcwGM
EXHIBIT A