Resolution No. 1994 „).e‘
RESOLUTION NO. 9%
A RESOLUTION AUTHORIZING EXECUTION OF ASSUMPTION AGREEMENT
PERTAINING TO INDEBTEDNESS OF TAHOE- SIERRA WATER CO., A
CALIFORNIA CORPORATION, AND AUTHORIZING ACCEPTANCE OF
WRITTEN ACKNOWLEDGMENT BY PACIFIC MUTUAL LIFE INSURANCE
COMPANY THAT CONDITIONS TO EFFECTIVENESS OF REVISION
AGREEMENT BETWEEN TAHOE- SIERRA WATER CO. AND PACIFIC
MUTUAL LIFE INSURANCE COMPANY HAVE BEEN SATISFIED
RESOLVED, by the Board of Directors of the South Tahoe Public
Utility District, El Dorado County, California, that
WHEREAS, for the purpose of consummating the purchase of all
of the stock of Tahoe - Sierra Water Co., a California corporation,
pursuant to and as contemplated by the agreement between this Dis-
trict and said Company. dated September 18, 1975, heretofore exe-
cuted on behalf of this District as authorized by Ordinance No. 256
adopted by this Board on September 18, 1975, it is necessary and
desirable for this District to execute the Assumption Agreement
attached hereto, marked Exhibit A, and made a part hereof; and
WHEREAS, after execution of said Assumption Agreement and
delivery thereof to Pacific Mutual Life Insurance Company, it
is necessary for a written acknowledgment by Pacific Mutual Life
Insurance Company that conditions to effectiveness of Revision
Agreement between Tahoe - Sierra Water Co. and Pacific Mutual Life
Insurance Company have been satisfied be delivered to and accepted
on behalf of this District;
NOW, THEREFORE, IT IS HEREBY ORDERED that the President and
Clerk and ex- officio Secretary of this District are authorized and
directed to execute said Assumption Agreement, and that Wilson,
Jones, Morton & Lynch, by a partner thereof, are authorized to
accept said written acknowledgment on behalf of this District.
ATTEST: Pres dent
South Tahoe Public Utility District
legeef
Clerk and ex- officio Secretary
* * * *
• FINAL
ASSUMPTION AGREEMENT
To: PACIFIC MUTUAL LIFE INSURANCE COMPANY
The undersigned having acquired title to that certain property
described in a Security Agreement and Mortgage of Chattels and Real
Property dated as of June 11, 1965, and the First Supplemental In-
denture supplementing said Security Agreement, dated as of December
30, 1966, executed by Tahoe Sierra Water Company and recorded, re-
spectively, in the office of the County Recorder of El Dorado County
on June 24, 1965, and January 16 , 196 7, which agreement and
supplement were given to secure promissory notes in the total orig-
inal principal sum of $400,000.00, and having agreed as part of the
purchase price of said property to assume and pay the indebtedness
evidenced by the said notes, does hereby (A) assume and agree to
pay the unpaid principal balance of the indebtedness evidenced by
the said promissory notes, in the sum of $ 324,000.00 , together
with interest thereon from November 1, 1975, said principal balance
and interest thereon to be payable at the times and in the manner
provided in that certain Revision Agreement signed by Tahoe Sierra
Water Company on November 1 , 1975, and accepted by Pacific
Mutual Life Insurance Company on November 1 , 1975; and (B)
assume and agree to perform all of the covenants and obligations
of Tahoe Sierra Water Company, as Mortgagor, under said Security
Agreement and Mortgage of Chattels and Real Property, as supple-
mented and amended by said First Supplemental Indenture and as
modified by said Revision Agreement (said Security Agreement and
Mortgage of Chattels and Real Property, as so supplemented and
amended and modified, being hereinafter referred to as the "Inden-
ture"), at the times and in the manner provided in said Indenture.
The undersigned further agrees that:
(1) The property described in the Indenture shall be held
as security for the aforementioned indebtedness to Pacific Mutual
Life Insurance Comapny.
(2) The term "Mortgagor" as used in the Indenture shall
include the undersigned.
(3) Payment of principal of and interest on the indebtedness
evidenced by said promissory notes and performance of all obliga-
tions of the Mortgagor under the Indenture shall be further secured
by pledges of certain revenues as more particularly provided in
that certain Agreement for Sale and Purchase of the Stock of Tahoe
Sierra Water Company, Inc., dated September 18, 1975, between Carl
D. Hoffman and Lily Mae Hoffman, as Owner, and the undersigned
(hereinafter called the "Agreement ").
(4) Until the indebtedness hereinabove described is paid in
full (a) the Agreement shall not be amended, supplemented, re-
scinded or waived in any respect without the prior written consent
of Pacific Mutual Life Insurance Company; (b) the undersigned will
duly perform all of its obligations under the Agreement at the
time and in the manner therein provided; (c) any default by the
undersigned in the performance of its obligations under the Agree-
ment shall constitute an Event of Default under the Indenture,
entitling Pacific Mutual Life Insurance Company to exercise any
or all of the remedies provided in paragraph 2 of the Indenture;
(d) the undersigned shall not make any prepayment pursuant to
Section 2.3 of the Agreement without the consent of Pacific Mutual
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Life Insurance Company; and (e) the provisions of Section 2.4 of
the Agreement shall be applicable to the indebtedness assumed
hereby.
(5) The undersigned will furnish to Pacific Mutual Life
Insurance Company, within 60 days after the end of each calendar
quarter, financial statements for such quarter setting forth,
among other things, the Revenues, Net Revenues, Facilities Reve-
nues, costs and expenses of the undersigned for such quarter, all
in reasonable detail and demonstrating compliance with the provi-
sions of the Agreement.
(6) The undersigned agrees to pay the reasonable fees and
disbursements of special counsel for Pacific Mutual Life`Insurance
Company, Orrick, Herrington, Rowley & Sutcliffe, for services
rendered by said counsel prior to and including the date hereof
in connection with the transactions contemplated hereby.
Dated: November 1 , 1975.
SOUTH TAHOE PUBLIC UTILITY DISTRICT
President Buyer Clerk Buyer
Address: Box AU
South Lake Tahoe, CA 95705
Phone: (916) 544 -6474
* *
The undersigned, being the maker of the promissory notes
and Security Agreement and Supplement described in the foregoing
Assumption Agreement, in consideration of the execution and
acceptance thereof, hereby jointly and severally agree that the
liability of the undersigned on the said notes shall not be
affected thereby.
Dated: November 1 , 1975.
klbe TAHOE- SIERRA WATER CO.,
A California Corporation
By
President
By
#*g Secretary
ihrie 2
I hereby certify that the foregoing is a full, true and
correct copy of Resolution No. 1994 duly and regularly adopted
by the Board of Directors of the South Tahoe Public Utility Dis-
trict, El Dorado County, California, at a meeting thereof duly held
on the 30th day of October , 1975, by the following vote:
AYES, and in favor thereof, Directors: Kortes, Fesler, Hegarty,
and Wakeman
NOES, Directors:
ABSENT, Directors:
Clerk and ex- officio Secretary
South Tahoe Public Utility District