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FIN Amendment to Master Pledge and Assignment; Martinelli House Project; missing signaturesAMENDMENT TO MASTER PLEDGE AND ASSIGNMENT by and among SAN RAFAEL REDEVELOPMENT AGENCY, as the Issuer and CITICORP NORTH AMERICA, INC., as the Agent and CITIBANK, N.A., as the Holder dated as of , 2019 relating to: $6,000,000 Original Principal Amount San Rafael Redevelopment Agency Multifamily Housing Revenue Bonds (Martinelli House Project) 2007 Series A Section 1.1. Section 1.2. Section 1.3. AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT TABLE OF CONTENTS Page ARTICLE I DEFINITIONS AND INTERPRETATION Definitions..............................................................................................................1 Interpretation..........................................................................................................1 Titlesand Headings................................................................................................ I ARTICLE II AMENDMENTS Section 2.1. Amendment to Article I.........................................................................................2 Section 2.2. Amendments to Article II......................................................................................2 Section 2.3. Amendment to add new Exhibit B, a form of Required Transferee Representations...................................................................................................... 3 ARTICLE III MISCELLANEOUS Section 3.1. Ratification of the Original Master Pledge............................................................3 Section 3.2. Authorization of Amendment................................................................................4 Section3.3. Binding Effect........................................................................................................4 Section3.4. Severability............................................................................................................4 Section3.5. Governing Law......................................................................................................4 Section 3.6. Inclusion as Part of the Master Pledge...................................................................4 Section3.7. Counterparts...........................................................................................................4 AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT This AMENDMENT TO MASTER PLEDGE AND ASSIGNMENT dated as of , 2019 (this "Amendment'), by and among CITICORP NORTH AMERICA, INC. (together with any successor to its rights, duties and obligations hereunder, the "Agent'), CITIBANK, N.A. (together with any successor to its rights, duties and obligations hereunder, the "Holder"), and SAN RAFAEL REDEVLOPMENT AGENCY (together with any successor to its rights, duties and obligations hereunder, the "Issuer"). A. Pursuant to the terms of that certain Master Pledge and Assignment dated as of March 1, 2007 (the "Original Master Pledge"), the Issuer issued its Multifamily Housing Revenue Bonds in the maximum principal amount of $6,000,000 (the "Bonds"). B. The proceeds of the Bonds were used to fund a loan in the total principal amount of $6,000,000 to Mercy Housing California XXXI, a California limited partnership (the "Borrower") from the Issuer pursuant to the Loan Agreement between the Borrower and the Agent, in its capacity as agent for the Issuer for the purposes described therein. C. The Holder is now the holder of the Bonds under the Original Master Pledge. D. The Issuer, the Agent and the Holder have agreed to make certain changes to the Original Master Pledge. For and in consideration of the mutual agreements hereinafter contained, the parties hereto agree as follows: ARTICLE I DEFINITIONS AND INTERPRETATION Section I.I. Definitions. The capitalized words and terms used in this Amendment shall have the meanings as set forth in the Original Master Pledge, unless the context or use indicates a different meaning or intent, or unless a different meaning is ascribed to them herein. Section 1.2. Interpretation. Unless the context clearly requires otherwise, words of masculine gender shall be construed to include correlative words of the feminine and neuter genders and vice versa, and words of the singular number shall be construed to included correlative words of the plural number and vice versa. This Amendment and all the terms and provisions hereof shall be construed to effectuate the purpose set forth herein and to sustain the validity hereof. Section 1.3. Titles and Headings. The title and headings of the articles and sections of this Amendment have been inserted for convenience of reference only and are not to be considered a part hereof and shall not in any way modify or restrict any of the terms or provisions hereof and shall never be considered or given any effect in construing this Amendment or any provision hereof or in ascertaining intent, if any question of intent should arise. ARTICLE II AMENDMENTS Section 2.1. Amendment to Article I. Section 1.1 of the Original Master Pledge is hereby amended by (a) adding a new definition for "Permitted Transferee": "Permitted Transferee" means (1) a "qualified institutional buyer" ("QIB") as defined in Rule 144A promulgated under the Securities Act of 1933, as in effect on the date hereof (the "Securities Act") that is a financial institution or commercial bank having capital and surplus of $5,000,000,000 or more, (2) an affiliate of the Holder, (3) a trust or custodial arrangement established by the Holder or one of its affiliates or any state or local government or any agency or entity which is a political subdivision of a federal, state or local government (a "Governmental Entity"), in each case (i) the beneficial interests in which will be owned only by QIBs or (ii) the beneficial interests in which will be rated in the "BBB" category or higher without regard to modifier (or the equivalent investment grade category) by at least one nationally recognized rating agency, or (4) a Governmental Entity. (b) adding a new definition for "Minimum Beneficial Ownership Amount": "Minimum Beneficial Ownership Amount" means an amount no less than fifteen percent (15%) of the outstanding principal amount of the Bonds. (c) adding a new definition for "Required Transferee Representations": "Required Transferee Representations" means the representations in substantially the form attached to this Pledge and Assignment as Exhibit B. Section 2.2. Amendments to Article IV. (a) Section 2.8 of the Original Master Pledge is hereby amended and restated in its entirety as follows: "The Bonds shall be in fully registered form, registered in the name of the Holder upon registration books of the Issuer at the office of the Agent, such registration to be noted on the Bonds, after which no transfer shall be valid unless made in compliance with this Section 2.8 to a Permitted Transferee. The Bonds shall be sold, assigned, transferred or otherwise disposed of only in the Authorized Denomination. Notwithstanding the other provisions of this Section 2.8, no beneficial ownership interest in the Bonds shall be sold in an amount that is less than the Minimum Beneficial Ownership Amount; provided, however, that beneficial ownership interests in the Bonds described in clause (3) of the definition of `Permitted Transferee' may be sold in any amount without regard to the Minimum Beneficial Ownership Amount. The Bonds shall be transferable upon said registration books by the Holder in person or by its attorney duly authorized in writing, upon surrender thereof together with a written instrument of transfer satisfactory to the Agent, duly executed by the registered Holder or its duly authorized attorney. Upon such transfer, the Agent will note the date of registration and the name and address of the newly registered Holder on the books of the Issuer and on the Bonds. The Issuer and the Agent may deem and treat the person in whose name the Bond is last registered upon the books of the Issuer, with such registration noted on the Bond, as the absolute owner thereof for the purpose of receiving payment of or on account -2- of the principal, or interest, premium and late payment fees and for all other purposes; all such payments so made to the registered Holder or upon its order shall be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid, and the Issuer shall not be affected by any notice to the contrary. In connection with any transfer of Bonds or a participation interest in the Bonds, each Permitted Transferee must execute and deliver to the Holder, with a copy to the Issuer, the Required Transferee Representations; provided, however, that no Required Transferee Representations shall be required to be delivered by transferees or beneficial interest holders described in clauses (3) or (4) of the definition of `Permitted Transferee."' Section 2.3. Amendment to add new Exhibit B a form of Required Transferee Representations as follows: Exhibit B to the Original Master Pledge shall be amended and restated as follows: EXHIBIT B FORM OF REQUIRED TRANSFEREE REPRESENTATIONS i� The undersigned, as holder (the "Holder") of the Bonds (the "Bonds") in the original amount of $6,000,000 issued by San Rafael Redevelopment Agency (the "Issuer") originated under a Master Pledge and Assignment dated as of March 1, 2007 (the "Master Pledge") among the Issuer, the Agent and the Holder named therein, hereby represents that: 1. The Holder has sufficient knowledge and experience in financial and business matters with respect to the evaluation of residential real estate developments such as the Project to be able to evaluate the risk and merits of the investment represented by the Bonds. We are able to bear the economic risks of such investment. 2. The Holder acknowledges that it has either been supplied with or been given access to information, including financial statements and other financial information, to which a reasonable investor would attach significance in making investment decisions, and the Holder has had the opportunity to ask questions and receive answers from knowledgeable individuals concerning the Issuer, [the Project] [the use of proceeds of the Loan] and the Loan and the security therefor so that, as a reasonable investor, the Holder has been able to make its decision to [extend/purchase] the Bonds [or an interest therein]. The Holder acknowledges that it has not relied upon the Issuer for any information in connection with the Holder's purchase of the Bonds [or an interest therein]. 3. The Holder is a Permitted Transferee. 4. The Holder acknowledges that it is purchasing [an interest in] the Bonds for investment for its own account and not with a present view toward resale or the distribution thereof, in that it does not now intend to resell or otherwise dispose of all or any part of its interests in the Loan; provided, however, that the Holder may sell or transfer the Bonds as provided in Section 2.8 of the Master Pledge. 5. In the event any placement memorandum to be provided to any subsequent buyer or beneficial owner of such portion of the Bonds will disclose information with respect to the Issuer other than its name, location and type of political subdivision and general information with respect to the Bonds and the related -3- documents, the Holder will provide the Issuer with a draft of such placement memorandum and the Issuer shall have the right to approve any description of the Issuer therein (which approval shall not be unreasonably withheld). 6. The Holder understands that the Bonds area limited obligation of the Issuer; payable solely from funds and moneys pledged and assigned under the Master Pledge, and that the liabilities and obligations of the Issuer with respect to the Bonds are expressly limited as set forth in the Master Pledge and related documents. 7. Capitalized terms used herein and not otherwise defined have the meanings given such terms in the Master Pledge. ARTICLE III MISCELLANEOUS Section 3.1. Ratification of the Original Master Pledge. Except as supplemented and amended hereby, the Original Master Pledge is in all respects ratified and confirmed and the Original Master Pledge as so supplemented and amended hereby shall be read, taken and construed as one and the same instrument. Except insofar as herein otherwise expressly provided, all the provisions, definitions, terms and conditions of the Original Master Pledge as supplemented and amended hereby, shall be deemed to be incorporated in, and made a part of, this Amendment, and the Original Master Pledge as supplemented and amended by this Amendment and as otherwise supplemented and amended is in all respects ratified and confirmed. Section 3.2. Authorization of Amendment. This Amendment shall be construed as having been authorized, executed and delivered under the provisions of Section 10.8 of the Original Master Pledge. Section 3.3. Binding Effect. This Amendment shall inure to the benefit of and shall be binding upon the Issuer, the Agent and the Holder and their respective successors and assigns. Section 3.4. Severability. If any provision of this Amendment shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative, or unenforceable to any extent whatsoever. Section 3.5. Governing Law. This Amendment shall be governed exclusively by and construed in accordance with the internal laws of the State applicable to contracts made and performed in the State. Section 3.6. Inclusion as Part of the Master Pledge. This Amendment on its delivery shall be a part of the Master Pledge and all references herein to "Master Pledge" shall include reference to this Amendment as well as the Original Master Pledge. Section 3.7. Counterparts. This Amendment may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. -4- [Signature Page for Martinelli House Project Master Pledge and Assignment Amendment] IN WITNESS WHEREOF, the parties have executed this Amendment to Master Pledge and Assignment, all as of the date first above written. SAN RAFAEL REDEVELOPMENT AGENC' • ::: By: Authized Signa CITIBANK, N.A., as Holder Name: Title: Vice President Citi Deal ID #20118 CITICORP NORTH AMERICA, INC., as Agent By: Name: Title: Vice President [Signature Page for Martinelli House Project Master Pledge and Assignment Amendment] IN WITNESS WHEREOF, the parties have executed this Amendment to Master Pledge and Assignment, all as of the date first above written. SAN RAFAEL REDEVELOPMENT AGENCY • ; • ; • ; • ; • ' B J Y• utho ized 0X\ . . . . . . . CITIBANK, N.A., as Holder Name: Title: Vice President Citi Deal ID #20118 CITICORP NORTH AMERICA, INC., as Agent By: Name: Title: Vice President [Signature Page for Martinelli House Project Master Pledge and Assignment Amendment] IN WITNESS WHEREOF, the parties have executed this Amendment to Master Pledge and Assignment, all as of the date first above written. SAN RAFAEL REDEVELOPMENT AGENCY : • By: _ A"Signa CITIBANK, N.A., as Holder Name: Title: Vice President Citi Deal ID #20118 CITICORP NORTH AMERICA, INC., as Agent By: Name: Title: Vice President RAFq�` ►1 i 2 Cary WITH p 0 CONTRACT ROUTING FORM INSTRUCTIONS: Use this cover sheet to circulate all contracts for review and approval in the order shown below. TO BE COMPLETED BY INITIATING DEPARTMENT PROJECT MANAGER: Contracting Department: City Attorney Project Manager: Lisa Goldfien/Nadine Hade Extension: 3080/3062 Contractor Name: Amendment to Funding Loan Agreement —San Rafael Redevelopment Agency and Citibank, N.A— Multifamily Housing Revenue Bonds 2007 Series A— Mercy Housing (Martinelli House Project) Contractor's Contact: Stephen Melikian, Esq., Jones Hall Contact's Email: smelikian@joneshall.com ❑ FPPC: Check if Contractor/Consultant must file Form 700 Step RESPONSIBLE DESCRIPTION COMPLETED REVIEWER DEPARTMENT DATE Check/Initial 1 Project Manager a. Email PINS Introductory Notice to Contractor N/A b. Email contract (in Word) and attachments to City 9/25/19 Attorney c/o Laraine.Gittens@cityofsanrafael.org 2 City Attorney a. Review, revise, and comment on draft agreement 11/13/2019 and return to Project Manager b. Confirm insurance requirements, create Job on N/A PINS, send PINS insurance notice to contractor 3 Department Director Approval of final agreement form to send to 11/18/2019 contractor Forward three (3) originals of final agreement to ❑ 4 Project Manager contractor for their signature 5 Project Manager When necessary, contractor -signed agreement ❑ N/A agendized for City Council approval * *City Council approval required for Professional Services Agreements and purchases of goods and services that exceed Or $75,000; and for Public Works Contracts that exceed $175,000 12/2/2019 Date of City Council approval PRINT CONTINUE ROUTING PROCESS WITH HARD COPY 6 Project Manager Forward signed original agreements to City 12/3/19 Attorney with printed copy of this routing form 7 City Attorney Review and approve hard copy of signed M. P AA agreement 8 City Attorney Review and approve insurance in PINS, and bonds ( ) ))V (for Public Works Contracts) 2-11 ,W 6 9 City Manager/ Mayor Agreement executed by City Council authorized j� J� ✓ / / I City Clerk official 10 Attest signatures, retains original agreement and IZI'! I1 .�/ LN 1 forwards copies to Project Manager - UL