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HomeMy WebLinkAbout9643 - Assignment of an Interest & Repurchase Agreementa RESOLUTION NO. 9643 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH APPROVING ASSIGNMENT OF AN INTEREST IN THE BALBOA BAY CLUB LEASEHOLD ESTATE BY SALE TO THE BALBOA BAY LIMITED PARTNERSHIP, A MISSOURI LIMITED PARTNERSHIP, OPPENHEIMER INDUSTRIES, INC., A MISSOURI CORPORATION, AS GENERAL PARTNER, AND BY LEASE- BACK TO INTERNATIONAL BAY CLUBS, INCORPORATED, WITH REPURCHASE AGREEMENT WHEREAS, the City of Newport Beach has entered into a lease dated March 24, 1948, with the predecessors in interest to International Bay Clubs, Incorporated, a California corpora- tion, which lease has since been amended by instruments dated April 10, 1950, September 29, 1952, and March 28, 1960, covering the premises in the City of Newport Beach more particularly described in the lease, as amended, which is referred to in the consent to assignment authorized hereby as the "Main Lease "; and WHEREAS, one of the provisions of the said lease pro- vides that the lease may not be assigned without the consent of the City of Newport Beach; and WHEREAS, the City of Newport Beach has heretofore by Resolution No. 7586 on December 13, 1971, authorized certain assignments of portions of the leasehold estate by deeds of trust and /or by sale lease -badk of its leasehold estate and leasehold improvements thereon; and WHEREAS, the City of Newport Beach has heretofore by Resolution No. 8915 on October 26, 1976, authorized certain assignments of portions of the leasehold estate by deeds of trust and /or by sale lease -back of its leasehold estate and leasehold improvements thereon; and WHEREAS, International Bay Clubs, Incorporated, successor in interest to Balboa Bay Club, Inc., proposes to sell to The Balboa Bay Limited Partnership, a Missouri limited partnership, Oppenheimer Industries, Inc., a Missouri corporation, as General Partner, the portion of the leasehold estate created by Interest (non Terrace parcel), to be given by International Bay Clubs, Incorporated, a California corporation, directly or through one or more newly formed subsidiary corporations which will hold title separately to each of the two portions of the leasehold estate through First American Trust Company as Trustee of a land holding trust to facilitate the sale and assignment in favor of The Balboa Bay Limited Partnership and its successors and assigns, or similar investor group, for a sale price in the prin- cipal sum of Eleven Million Dollars ($11,000,000.00), said sum inclusive of all underlying debt and encumbrances and the right of seller to further refinance such encumbrances so long as the aggregate underlying debt does not exceed Five Million Dollars ($5,000,000.00) and a lease -back to be given by The Balboa Bay Limited Partnership to International Bay Clubs, Incorporated; or subsidiary corporation and repurchase by it; and WHEREAS,.the proposed assignment or assignments are to remain junior to and subject to the rights of the City of Newport Beach as Lessor, pursuant to this resolution of consent and the terms of the lease as heretofore amended; and WHEREAS, it appears to.be in the best interests of the citizens of the City of Newport Beach that the City consent to such assignments described above, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Newport Beach hereby consents to the above- described assignments, directly or indirectly through one or more newly formed subsidiary corporations which will hold title -2- the Main Lease, as more particularly described in that certain Contract For Assignment Of Leasehold, Real and Personal Property Interest (non Terrace parcel), to be given by International Bay Clubs, Incorporated, a California corporation, directly or through one or more newly formed subsidiary corporations which will hold title separately to each of the two portions of the leasehold estate through First American Trust Company as Trustee of a land holding trust to facilitate the sale and assignment in favor of The Balboa Bay Limited Partnership and its successors and assigns, or similar investor group, for a sale price in the prin- cipal sum of Eleven Million Dollars ($11,000,000.00), said sum inclusive of all underlying debt and encumbrances and the right of seller to further refinance such encumbrances so long as the aggregate underlying debt does not exceed Five Million Dollars ($5,000,000.00) and a lease -back to be given by The Balboa Bay Limited Partnership to International Bay Clubs, Incorporated; or subsidiary corporation and repurchase by it; and WHEREAS,.the proposed assignment or assignments are to remain junior to and subject to the rights of the City of Newport Beach as Lessor, pursuant to this resolution of consent and the terms of the lease as heretofore amended; and WHEREAS, it appears to.be in the best interests of the citizens of the City of Newport Beach that the City consent to such assignments described above, NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Newport Beach hereby consents to the above- described assignments, directly or indirectly through one or more newly formed subsidiary corporations which will hold title -2- r- w separately to each of the two portions of the leasehold estate through First American Trust Company as Trustee of a land holding trust to facilitate the sale and assignment in favor of Leasehold, Real and Personal Property Interest (non Terrace parcel) and Leaseback and Repurchase Agreement, subject to all of the terms and conditions set forth in the Consent to Assign- ment in the form described above or as modified, subject to the approval of the City Auditor and City Attorney, provided no impairment in City's right, title and interest in the real property is created thereby, and hereby authorizes the Mayor and City Clerk to execute said consent to assignments on behalf of the City. ADOPTED this 10th day of September , 1979. ATTEST: Ae,,_,, L:::12� City Clerk r ERTIEIED A O�IOINkA G17Y CLERK OF THE CITY OF Ri &Y;e'LEi"r1 DATES ...�..�... ...._.._.�d Jr- _.L...f.'...�. .r Iiddh� _Mpw� Mayor Pro mpor= -3- The Balboa Bay Limited Partnership and its successors and assigns, or similar investor group by Contract for Assignment of Leasehold, Real and Personal Property Interest (non Terrace parcel) and Leaseback and Repurchase Agreement, subject to all of the terms and conditions set forth in the Consent to Assign- ment in the form described above or as modified, subject to the approval of the City Auditor and City Attorney, provided no impairment in City's right, title and interest in the real property is created thereby, and hereby authorizes the Mayor and City Clerk to execute said consent to assignments on behalf of the City. ADOPTED this 10th day of September , 1979. ATTEST: Ae,,_,, L:::12� City Clerk r ERTIEIED A O�IOINkA G17Y CLERK OF THE CITY OF Ri &Y;e'LEi"r1 DATES ...�..�... ...._.._.�d Jr- _.L...f.'...�. .r Iiddh� _Mpw� Mayor Pro mpor= -3-