HomeMy WebLinkAboutPart 2 I hereby certify that as of the date hereof that Judy Davis is the duly elected
Assistant Secretary of Meridian Trust Company of California, and that the signature which
appears on the foregoing pages is the signature of Judy Davis and that it is a signature
with which I am personally familiar and do certify as to its authenticity:
Dated: WiA/W.A. f�q
Todd H. Duncan
Vice President
Rr. .
Exhibit A
APPROVED 1468624
SEP 8 Q 1989 ARTICLES OF INCORPORATION t' l 1. F 0 u
n Mq ells /1. • r..•}•�
OF V MiFl.a Wawrwl�"~
JAMtSL01LURAN MERIDIAN TRUST COMPANY OF CALIFORNIA
Pre el COI**
SFP I 0i`�).'1
saitrawohmi
p +a /;
MACH NA SwiL‘rr auro
`' Thniae,name of thin corporation is Meridian Trust Company
or. Califor
Tony uht‘men
easel II
The purpose of thin corporation is to engage in trust
business and any other lawful activities which are not, by
applicable lawn or regulations, prohibited to a trust company.
III
The namn of this corporntion'n initial agent for service
of procaine is: The Prentice Hall Corporation System, Inc.
IV
This corporation is authorized to issue only one clan of
aharen of stook, which shall be designated "common" shares. The
shares are subject to nssrssment by the corporation upon order r,f
the Superintendent of Banks for the purpose of correcl'ing an
impairment of contributed capital in the manner and to th,. extent
provided by law. Tha total number of such shares which this
corporation is authorized to issue in Fivn Million (5,000,000) ,
V
The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent rY
; omissible under California law.
VI
This corporation is authorized to provide indemnification
of agents (an defined in Section 117 of the Corporations Code) for
broach of duty to the Corporation and its stockholders through
bylaw provisions or through agreements with the agents, or both,
in excess of the indemnification otherwise permitted by Section 317
of the Corporations Code, subject to the limits on such excess
indemnification as set forth 1n Section 204 of the Corporations
Code.
Dated: September 7, 1989
� I
M. re, Incorporator
a a* k,.‘ll, y „
-fir a - .tf•
EXHIBIT B
NO. 1590
STATE OF CALIFORNIA
STATE BANKING DEPARTMENT
CERTIFICATE OF AUTHORIZATION
This is to certify that MERIDIAN TRUST COMPANY OF CALIFORNIA, a
corporation organized under the laws of the State of California,.has complied
with all the provisions of the Financial Code governing the organization of
trust companies and is authorized to transact business as a trust company at
650 California Street, City of San Francisco, County of San Francisco, State of
California.
Given under my hand and official seal this 25th day of August, 1993, in the
City and County of San Francisco, State of California.
lee
f 5' JAMES E. GILLERAN
':c '' Superintendent of Banks
yaw % Y:
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•Cr •A^ i,,-_`v
• •Net •
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4
EXHIBIT C
BYLAWS
�. . OF
MERIDIAN TRUST COMPANY OF CALIFORNIA
as adopted on September 26, 1989
MERIDIAN TRUST COMPANY OF CALIFORNIA
I
BYLAWS
CONTENTS
Page
ARTICLE I - OFFICES
Section 1. 1 Principal Executive Office 1
Section 1.2 Other Offices 1
ARTICLE II - MEETINGS OF SHAREHOLDERS
Section 2.1 Place of Meetings 1
Section 2. 2 Annual Meetings 1
. Section 2. 3 Nominations for Director 3
Section 2.4 Special Meetings 3
Section 2.5 Quorum 4
Section 2. 6 Adjourned Meeting and Notice Thereof 4
Section 2 . 7 Voting 4
Section 2.8 Validation of Defectively
Called or Noticed Meetings 5
Section 2 . 9 Action Without Meeting 6
Section 2.10 Proxies 7
Section 2.11 Inspectors of Election 7
ARTICLE III - DIRECTORS
Section 3 . 1 Powers 8
Section 3 .2 Number and Qualification of Directors 9
Section 3 .3 Election and Term of Office 10
Section 3 .4 Director's Oath 10
Section 3 .5 Vacancies 10
Section 3. 6 Place of Meeting 11
Section 3.7 Organization Meeting 11
Section 3.8 Regular Meetings 11
Section 3 .9 Special Meetings 11
Section 3 . 10 Action Without Meeting 12
Section 3.11 Action at a Meeting; Quorum and
Required Vote 12
Section 3 .12 Validation of Defectively Called or
Noticed Meetings 12
Section 3.13 Waiver. of Notice by Attendance 13
Section 3. 14 Adjournment 13
Section 3.15 Notice of Adjournment 13
Section 3 .16 Fees and Compensation 13
Section 3.17 Transactions between the
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Corporation and its Directors 13
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ARTICLE IV - OFFICERS
Section 4 . 1 Officers 15
Section 4 .2 Election 15
Section 4.3 Additional Officers 15
Section 4. 4 Removal and Resignation 15
Section 4.5 Vacancies 15
Section 4 . 6 Chairman of the Board 15
Section 4.7 President 16
Section 4 .8 Vice Presidents 16
Section 4. 9 Secretary 16
Section 4. 10 Chief Financial Officer 17
ARTICLE V - GENERAL CORPORATE MATTERS
Section 5. 1 Record Date 17
Section 5. 2 Inspection of Corporate Records 18
Section 5. 3 Maintenance and Inspection of
Bylaws 18
Section 5.4 Annual and Other Reports 18
Section 5.5 Checks, Drafts, Etc. 19
Section 5. 6 Contracts, Etc. , How Executed 19
Section 5.7 Certificates for Shares 19
Section 5.8 Statements on Certificate for
Shares 19
Section 5 . 9 Lost, Stolen or Destroyed
Certificates 19
Section 5.10 Representation of Shares of
4 Other Corporations 20
Section 5. 11 Construction and Definitions 20
Section 5. 12 Corporate Seal 20
Section 5. 13 Indemnification . . . 20
ARTICLE VI - AMENDMENTS
Section 6. 1 Power of Shareholders 21
Section 6.2 Power of Directors 21
Section 6.3 Effective Date 21
{
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BYLAWS
OF
MERIDIAN TRUST COMPANY OF CALIFORNIA
as adopted on September 26, 1989
ARTICLE I
OFFICES
Section 1. 1 PRINCIPAL EXELui.IVE OFFICE. The Board of
Directors shall fix the location of the principal executive
office of the Corporation (the "Head Office") at any place within
the State of California, subject to all necessary regulatory
approvals.
Section 1.2 OTHER OFFICES. Branch offices or other
places of business may at any time be established by the Board of
Directors at any place or places, subject to all necessary
regulatory approvals.
ARTICLE II
MEETINGS OF SHAREHOLDERS
Section 2. 1 PLACE OF MEETINGS. Meetings of the
shareholders shall be held at any place within the State of
California designated by the Board of Directors. In the absence
of any such designation, shareholders' meetings shall be held at
the Head Office of the Corporation.
Section 2 .2 ANNUAL MEETINGS.
(a) Time. The Annual Meeting of Shareholders
shall be held each year on a date and at a time designated by the
Board of Directors. The date so designated shall be within five
(5) months after the end of the fiscal year of the Corporation,
and within fifteen (15) months after the last Annual Meeting.
(b) Business to be Transacted. At the Annual
Meeting, directors shall be elected, reports of the affairs of
the Corporation shall be considered, and any other business may
be transacted which is within the powers of the shareholders.
(c) Notice, Means. Written notice of each Annual
Meeting shall be given to each shareholder entitled to vote,
either personally or by mail or other means of written
tI! communication, charges prepaid, addressed to such shareholder at
his address appearing on the books of the Corporation or given by
him to the Corporation for the purpose of notice. If any notice
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or report addressed to the shareholder at the address of such
shareholder appearing on the books of the Corporation is returned
to the Corporation by the United States Postal Service marked to
indicate that the United States Postal Service is unable to
deliver the notice or report to the shareholder at such address,
all future notices or reports shall be deemed to have been duly
given without further mailing if the same shall be available for
the shareholder upon written demand of the shareholder at the
Head Office of the Corporation for a period of one year from the
date of the giving of the notice or report to all other
shareholders. If a shareholder gives no address, notice shall be
deemed to have been given him if sent by mail or other means of
written communication addressed to the place where the Head
Office of the Corporation is situated, or if published at least
once in some newspaper of general circulation in the county in
which said Head Office is located. An affidavit of the mailing
or other means of giving any notice of any Annual Meeting shall
be executed by the Secretary, Assistant Secretary, or any
transfer agent of the Corporation giving the notice, and shall be
filed and maintained in the minute book of the Corporation.
(d) Notice, Time and Content. All notices
referred to in subsection (c) above shall be given to each
shareholder entitled thereto not less than ten (10) days nor more
than sixty (60) days before each Annual Meeting. Any such notice
shall be deemed to have been given at the time when delivered
personally or deposited in the mail or sent by other means of
written communication.
Such notices shall specify:
(i) the place, the date, and the hour of
such meeting;
(ii) those matters which the Board, at the
time of the mailing of the notice, intends to present for action
by the shareholders;
(iii) if directors are to be elected, the
names of nominees intended at the time of the notice to be
presented by management for election;
(iv) the general nature of a proposal, if
any, to take action with respect to approval of, (a) a contract
or other transaction with . an interested director, (b) amendment
of the Articles of Incorporation, (c) a reorganization of the
Corporation as defined in Section 181 of the General Corporation
• Law, (d) voluntary dissolution of the Corporation, or (e) a
distribution in dissolution other than in accordance with the
rights of outstanding preferred shares,if any; and ,
(v) such other matters, if any, as may be
( expressly required by statute.
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Section 2 .3 NOMINATIONS FOR DIRECTOR. Nominations for
election of members of the Board of Directors may be made by the
Board of Directors or by any shareholder of any outstanding class
of voting stock of the Corporation entitled to vote for the
election of directors. Notice of intention to make any
nominations, other than by the Board of Directors, shall be made
in writing and shall be received by the President of the
Corporation no more than 60 days prior to any meeting of
shareholders called for the election of directors, and no more
than 10 days after the date the notice of such meeting is sent to
shareholders pursuant to Section 2.2 of these Bylaws, provided,
however, that if 10 days' notice of the meeting is given to
shareholders, such notice of intention to nominate shall be
received by the President of the Corporation not later than the
time fixed in the notice of the meeting for the opening of the
meeting. Such notification shall contain the following
information to the extent known to the notifying shareholder: (a)
the name and address of each proposed nominee; (b) the principal
occupation of each proposed nominee; (c) the number of shares of
voting stock of the Corporation owned by each proposed nominee;
(d) the name and residence address of the notifying shareholder;
and (e) the number of shares of voting stock of the Corporation
owned by the notifying shareholder. Nominations not made in
accordance herewith shall be disregarded by the then chairman of
the meeting, and the inspectors of election shall then disregard
all votes cast for each such nominee.
The first paragraph of this Section 2. 3 shall be set
forth in any notice of a shareholders' meeting, whether pursuant
to Section 2.2 or Section 2.4 of these Bylaws, at which meeting
the election of directors is to be considered.
Section 2 . 4 SPECIAL MEETINGS .
(a) Calling of. Special meetings of the
shareholders, for the purpose of taking any action permitted by
the shareholders under the General Corporation Law and the
Articles of Incorporation of this Corporation, may be called at
any time by the Chairman of the Board, the President, the Board
of Directors, or by one or more Shareholders holding not less
than ten percent (10%) of the outstanding shares entitled to
vote.
(b) Time and notice of. Upon receipt of a
request in writing that a special meeting of shareholders be
called for any proper purpose, directed to the Chairman of the
Board, President, Vice President or Secretary by any person
(other than the Board) entitled to call a special meeting of
shareholders, then such officer shall forthwith cause notice to
be given to shareholders entitled to vote that a meeting will be
held at a time requested by the person or persons calling the
!!! meeting, not less than thirty-five (35) nor more than sixty (60)
days after receipt of the request. If such notice is not given
within twenty (20) days after receipt of such request, the
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persons calling for the meeting may give notice thereof in the
manner provided by these Bylaws or apply to the Superior Court
for an order requiring the giving of such notice, as provided in
the General Corporation Law. Except in special cases where other
express provision is made by statute, notice of such special
meetings shall be given in the same manner as for Annual Meetings
of Shareholders. In addition to the matters or required by item
(i) and, if applicable, item (iii) of Section 2 . 2 of these
Bylaws, notice of any special meeting shall specify the general
nature of the business to be transacted at such meeting.
Section 2 . 5 QUORUM. A majority of the shares entitled
to vote, represented in person or by proxy, shall constitute a
quorum for the transaction of business at any meeting of
shareholders. The shareholders present at a duly called or held
meeting at which a quorum is present may continue to do business
until; adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken
(other than adjournment) is approved by at least a majority of
the shares required to constitute a quorum.
Section 2 . 6 ADJOURNED MELTING AND NOTICE THEREOF. Any
shareholders' meeting, annual or special , whether or not a quorum
is present, may be adjourned from time to time by the vote of a
majority of the shares, the holders of which are either present
in person or represented by proxy thereat, but in the absence of
a quorum no other business may be transacted at such meeting,
except as provided in Section 2.5 above. When any shareholders'
meeting either annual or special, is adjourned for forty-five
(45) days or more, or if after adjournment, a new record date is
fixed for the adjourned meeting, notice of the adjourned meeting
shall be given as in the case of an original meeting. Except as
provided above, it shall not be necessary to give any notice of
the time and place of the adjourned meeting or of the business to
be transacted thereat, other than by announcement of the time and
place thereof at the meeting at which such adjournment is taken.
Section 2 .7 VOTING.
(a) Record Date. Unless a record date for voting
purposes is fixed as provided in Section 5.1 of Article V of
these Bylaws then, subject to the provisions of the General
Corporation Law (relating to voting of shares held by a
fiduciary, in the name of a corporation, or in joint ownership) ,
only persons in whose names shares entitled to vote stand on the
stock records of the Corporation at the close of business on the
business day next preceding the day on which notice of the
meeting is given or if such notice is waived, at the close of
business on the business day next preceding the day on which the
meeting of shareholders is held, shall be entitled to vote at
such meeting, and such day shall be the record date for such
meeting.
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(b) Ballot. Voting may be oral or by written
ballot; provided, however, all elections for directors must be by
ballot if demand for election by ballot is made by a shareholder
at the meeting and before the voting begins. If a quorum is
present, except with respect to election of directors, the
affirmative vote of the majority of the shares represented at the
meeting and entitled to vote on any matter shall be the act of
the shareholders, unless the vote of a greater number or voting
by classes is required by the General Corporation Law or the
Articles of Incorporation.
(c) Cumulative Voting for Election of Directors.
Subject to the requirements contained in this subsection, every
shareholder entitled to vote at any election for directors shall
have the right to cumulate his votes and give one candidate a
number of votes equal to the number of directors to be elected
multiplied by the number of votes to which his shares are
entitled, or to distribute his votes on the same principle among
as many candidates as he shall think fit. No shareholder shall
be entitled to cumulate his votes unless the name of the
candidate or candidates for whom such votes would be cast has
been placed in nomination in accordance with the provisions of
these Bylaws and any shareholder has given notice at the meeting
prior to the voting of such shareholder's intent to cumulate his
votes. The candidates receiving the highest number of votes of
shares entitled to be voted for them, up to the number of
directors to be elected, shall be elected.
Section 2. 8 VALIDATION OF DEFECTIVELY CALLED OR NOTICED
MEETINGS. The transactions of any meeting of shareholders,
either annual or special, however called and noticed; and
wherever held, shall be as valid as though they had occurred at a
meeting duly held after regular call and notice, if a quorum be
present either in person or by proxy, and if, either before or
after the meeting, each of the persons entitled to vote, who was
not present in person or by proxy, signs a written waiver of
notice or a consent to a holding of the meeting, or an approval
of the minutes. The waiver of notice or consent need not specify
either the business to be transacted or the purpose of any annual
or special meeting of shareholders, except that if action is
taken or proposed to be taken for approval of any of those
matters specified in Section 2.2 (d) (iv) of Article II, the
waiver of notice or shall state the general nature of the
proposal. All such waivers, consents or approvals shall be filed
with the corporate records or made a part of the minutes of the
meeting.
Attendance by a person at a meeting shall also
constitute a waiver of notice of that meeting, except when the
person objects, at the beginning of the meeting, to the
transaction of any business because the meeting is not lawfully
called or convened, and except that attendance at a meeting is
5
not a waiver of any right to object to the consideration of
matters not included in the notice of the meeting if that
objection is expressly made at the meeting.
Section 2 .9 ACTION WITHOUT MEETING.
(a) Election of Directors. Directors may be
elected without a meeting by a consent in writing, setting forth
the action so taken, signed by all of the persons who would be
entitled to vote for the election of directors, provided that,
without notice except as hereinafter set forth, a director may be
elected at any time to fill a vacancy not filled by the directors
by the written consent of persons holding a majority of the
outstanding shares entitled to vote for the election of
directors, except for a vacancy created by removal of a director.
(See Section 3 .5 (d) . )
(b) Other Action. Unless otherwise provided for
in the Articles, any action which, under any provision of the
General Corporation Law may be taken at a meeting of the
shareholders, may be taken without a meeting, and without notice
except as hereinafter set forth, if a consent in writing, setting
forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of
votes that would be necessary to authorize or take such action at
a meeting at which all shares entitled to vote thereon were
present and voted.
Unless the consents of all shareholders entitled to
vote have been solicited in writing: (i) notice of any proposed
shareholder approval of (a) a contract or other transaction with
an interested director, (b) indemnification of an agent of the
Corporation as authorized by Section 3 . 17 of Article III of these
Bylaws, (c) a reorganization of the corporation as defined in the
General Corporation Law, or (d) a distribution in dissolution
other than in accordance with the rights of outstanding preferred
shares, if any, without a meeting by less than unanimous written
consent, shall be given at least ten (10) days before the
consummation of the action authorized by such approval; and, (ii)
prompt notice shall be given of the taking of any other corporate
action approved by shareholders without a meeting by less than
unanimous written consent, to those shareholders entitled to vote
who have not consented in writing. Such notices shall be given
in the manner and shall be deemed to have been given as provided
in Section 2.2 of Article II of these bylaws.
Unless, as provided in Section 5.1 of Article V of
these Bylaws, the Board of Directors has fixed a record date for
the determination of shareholders entitled to notice of and to
give such written consent, the record date for such determination
shall be the day on which the first written consent is given.
[ All such written consents shall be filed with the Secretary of
the Corporation.
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Any shareholder giving a written consent, or the
shareholders's proxyholders, or a transferee of the shares of a
personal representative of the shareholder or his respective
proxyholders, may revoke the consent by a writing received by the
Corporation prior to the time that written consent of the number
of shares required to authorize the proposed action have been
filed with the Secretary of the Corporation, but may not do so
thereafter. Such revocation is effective upon its receipt by the
Secretary of the Corporation.
Section 2.10 PROXIES. Every person entitled to vote or
execute consents shall have the right to do so either in person
or by one or more agents authorized by a written proxy executed
by such person or his duly authorized agent and filed with the
Secretary of the Corporation. Any proxy duly executed is not
revoked and continues in full force and effect until (i) an
instrument revoking it or a duly executed proxy bearing a later
date is filed with the Secretary of the Corporation prior to the
vote pursuant thereto, (ii) the person executing the proxy
attends the meeting and votes in person, or (iii) written notice
of the death or incapacity of the maker of such proxy is received
by the Corporation before said proxy is voted and counted;
provided that no such proxy shall be valid after the expiration
of eleven (11) months from the date of its execution, unless
otherwise provided in the proxy.
Section 2.11 INSPECTORS OF ELECTION.
(a) Appointment, Number. In advance of any
meeting of shareholders, the Board of Directors may appoint any
persons, other than nominees for office, as inspectors of
election to act at such meeting or any adjournment thereof. If
inspectors of election are not so appointed, or if any person so
appointed fails to appear or refuses to act, the chairman of any
such meeting may, and on the request of any shareholder or his
proxy shall, make such appointment at the meeting as provided in
the General Corporation Law. The number of inspectors shall be
either one (1) or three (3) . If appointed at a meeting on the
request of one or more shareholders or proxies, the majority of
shares represented in person or by proxy shall determine whether
one (1) or three (3) inspectors are to be appointed.
(b) Duties. The duties of such inspectors shall
be as prescribed by the General Corporation Law and shall
include: determining the. number of shares outstanding and the
voting power of each; the shares represented at the meeting; the
existence of a quorum; the authenticity, validity and effect of
proxies; receiving votes, ballots or consents; hearing and
determining all challenges and questions in any way arising in
connection with the right to vote; counting and tabulating all
I - votes or consents; determining when the polls shall close;
determining the result; and such acts as may be proper to conduct
the election or vote with fairness to all shareholders. In the
determination of the validity and effect of proxies, the dates
7
contained on the forms of proxy shall presumptively determine the
order of execution of the proxies, regardless of the postmark
dates on the envelopes in which they are mailed. The inspectors
of election shall perform their duties impartially, in good
faith, to the best of their ability and as expeditiously as is
practical. If there are three (3) inspectors of election, the
decision, act or certificate of a majority is effective in all
respects as the decision, act or certificate of all. Any report
or certificate made by the inspectors of election is prja. facie
evidence of the facts stated therein.
ARTICLE III
DIRECTORS
Section 3. 1 POWERS. Subject to any requirements of the
Articles of Incorporation and of the General Corporation Law on
action required to be authorized or approved by the shareholders,
and subject to the duties of directors as prescribed by these
Bylaws, all corporate powers shall be exercised by or under the
authority of, and the business and affairs of the Corporation
shall be controlled by, the Board of Directors. Without
prejudice to such general powers, but subject to the same
limitations, it is hereby expressly declared that the directors
'shall have the following powers:
First - To select and remove all the officers, agents
and employees of the Corporation, prescribe such powers and
duties for them as may not be inconsistent with law, with the
Articles of Incorporation or these Bylaws, fix their compensation
and require from them security for faithful service.
Second - To conduct, manage and control the affairs and
business of the Corporation, and to make such rules and
regulations therefor not inconsistent with law, or with the
Articles of Incorporation or the Bylaws, as they may deem proper.
Third - To change the Head Office of the Corporation
from one location to another as provided in Section 1.1 of
Article I of these bylaws; to fix and locate from time to time
one or more branch offices or other places of business of the
Corporation, as provided in Section 1.2 of Article I of these
Bylaws ; to designate any place within the State of California for
the holding of any shareholders' meeting or meetings; and to
adopt, make and use a corporate seal, and to prescribe the forms
of certificates of stock, and to alter the form of such seal and
of such certificates from time to time, as in their judgment they
' may deem best, provided such seal and such certificates shall at
all times comply with the provisions of law.
Fourth - To authorize the issue of shares of stock for
the Corporation from time to time, upon such terms as nay be
lawful.
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Fifth - To borrow money and incur indebtedness for the
purposes of the Corporation, and to cause to be executed and
delivered therefor, in the corporate name, promissory notes,
bonds, capital notes, debentures, deeds of trust, mortgages,
pledges, hypothecations or other evidences of debt and securities
therefor, to the extent permitted by law.
Sixth - By resolution adopted by a majority of the
authorized number of directors, the Board may designate an
executive and other committees, each consisting of two or more
directors, to serve at the pleasure of the Board, and to
prescribe the manner in which proceedings of such committee shall
be conducted. Unless the Board of Directors shall otherwise
prescribe the manner of proceedings of any such committee,
meetings of such committee may be regularly scheduled in advance
and may be called at any time by any two members thereof;
otherwise, the provisions of these Bylaws with respect to notice
and conduct of meetings of the Board shall govern. Any such
committee, to the extent provided in a resolution of the Board,
shall have all of the authority of the Board, except with respect
to:
(i) the approval of any section for which the
General Corporation Law or the Articles of Incorporation also
require shareholder approval;
(ii) the filling of vacancies on the Board or in
any committee;
(iii) the fixing of compensation of the directors
for serving on the Board or on any committee;
(iv) the adoption, amendment or repeal of By-
laws;
(v) the amendment or repeal of any resolution of
the Board;
(vi), any distribution to the shareholders,except
at a rate or in the periodic amount or within a price range
determined by the Board;
(vii) the appointment of other committees of the
Board or the members thereof; or
(viii) the approval of any action for which the
California Financial Code requires the approval of a greater
number of directors.
Section 3.2 NUMBER AND QUALIFICATION OF DIRECTORS. The
number of directors of the Corporation shall not be less than
five nor more than nine until changed by a Bylaw amending this
Section 3 .2 duly adopted by the vote or written consent of
holders of a majority of the outstanding shares entitled to vote.
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The exact number of directors shall be fixed from time to time,
within the limits specified in this Section 3 .2, by a Bylaw or
amendment thereof or by a resolution duly adopted by a vote of a
majority of the shares entitled to vote represented at a duly
held meeting at which a quorum 'is present, or by the written
consent of the holders of a majority of the outstanding shares
entitled to vote, or by the Board of Directors. Until so
altered, the number of directors is hereby fixed at five.
Section 3.3 ELECTION AND TERM OF OFFICE. The directors
shall be elected at each Annual Meeting of Shareholders but, if
any such Annual Meeting is not held or the directors are not
elected thereat, the directors may be elected at any special
meeting of shareholders held for that purpose. All directors
shall hold office until the next Annual Meeting of Shareholders
and until a. successor is elected and qualified, subject to the
General. Corporation Law and the provisions of these Bylaws with
respect to vacancies on the Board.
Section 3.4 DIRECTOR'S OATH. Each director upon taking
office, after receipt of .a certificate of authority to do a
banking business from the California Superintendent of Banks,
shall make an oath or affirmation as required by Section 682 of
the California Financial Code, and each such oath, subscribed by
the director and certified by the officer before whom it is
taken, shall be immediately filed with the California
Superintendent of Banks.
Section 3.5 VACANCIES
(a) When a Vacancy Exists. A vacancy in the
Board of Directors shall be deemed to exist in case of the death,
resignation or removal of any director, if a director has been
declared of unsound mind by order of court, or if a director is
convicted of a felony, if the authorized number of directors be
increased, or if the shareholders fail, at any annual or special
meeting of shareholders at which any director or directors are
elected, to elect the full authorized number of directors to be
voted for at that meeting.
(b) Filling of Vacancies by Directors. Vacancies
in the Board of Directors, except for a vacancy created by the
removal of a director (see subsection (d) below) may be filled by
a majority of the remaining directors, though less than a quorum,
or by a sole remaining ,director, and each director so elected
shall hold office until his successor is elected at an annual or
a special meeting of shareholders. If the Board of Directors
• accepts the resignation of a director tendered to take effect at
a future time, the Board of Directors (or the shareholders) may
elect a successor to take office when the resignation becomes
f - effective.
10
(c) Filling of Vacancies by Shareholders. The
shareholders may elect a director or directors at any time to
fill any vacancy or vacancies not filled by the directors . Any
` such election by written consent shall require the consent of
holders of a majority of the outstanding shares entitled to vote.
(d) Vacancy Due to Removal of Director. A vacancy
in the Board of- Directors created by the removal of a director
may only be filled by the vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a
quorum is present, or by the written consent of the holders of
all of the outstanding shares.
(e) When Reduction in Number Effective. No
reduction of the authorized number of directors shall have the
effect of removing any director prior to the expiration of his
term of office.
Section 3. 6 PLACE OF MEETING. Regular meetings of the
Board of Directors shall be held at any place within the State of
California which has been designated from time to time by
resolution of the Board. In the absence of such designation,
regular meetings shall be held at the Head Office of the
Corporation. Special meetings of the Board may be held either at
the Head Office or at any place set forth in the notice of such
meeting.
Section 3 .7 ORGANIZATION MEETING. Immediately
following each Annual Meeting of Shareholders the Board of
Directors shall hold an organizational meeting at the place of
said Annual Meeting or at such other place as shall be fixed by
the Board of Directors, for the purpose of organization, election
of officers, and the transaction of other business . Call and
notice of such meetings are hereby dispensed with.
Section 3 .8 REGULAR MEETINGS. Regular meetings of the
Board of Directors shall be held at least once each calendar
quarter at such day and hour as shall be fixed from time to time
by the Board of Directors by resolution or in the Bylaws. If
such day falls upon a legal holiday, then said meeting shall be
held at the same time on the next day thereafter ensuing which is
a full business day. Notice of all such regular meetings of the
Board of Directors is hereby dispensed with.
Section 3 .9 SPECIAL MEETINGS. Special meetings of the
Board of Directors for any purpose or purposes shall be called at
any time by the Chairman of the Board, the President, or by any
- two directors. Written notice of the time and place of special
meetings shall be delivered personally to each director or
communicated to each director by telephone, or by telegraph or
mail, charges prepaid, addressed to him at his address as it is
shown upon the records of the Corporation or, if it is not so
shown on such records or if not readily ascertainable, at the
place at which the meetings of the directors are regularly held.
•
11
In case such notice is mailed or telegraphed, it shall be
deposited in the United States mail or delivered to the telegraph
company in the place in which the Head Office of the Corporation
is located at least four (4) days prior to the time of the
holding of the meeting. In case such notice is delivered,
personally or by telephone as-above provided, it shall be so
delivered at least twenty-four (24) hours prior to the time of
the holding of the meeting. Such mailing, telegraphing or
delivery, personally or by telephone, as above provided, shall be
due, legal and personal notice to such director. Any notice
shall state the date, place and hour of the meeting and the
. general nature of the business to be transacted. ,-
Section 3.10 ACTION WITHOUT MEETING. Any action by the
Board of Directors may be taken without a meeting if all the
members of the Board shall individually or collectively consent
in writing to such action. Such written consent or consents
shall be filed with the minutes of the proceedings of the Board
and shall have the same force and effect as a unanimous vote of
such directors.
Section 3 . 11 ACTION AT A MEETING; QUORUM AND REQUIRED
VOTE. Presence of a majority of the authorized number of
directors at a meeting of the Board of Directors constitutes a
quorum for the transaction of business except as hereinafter
provided. Members of the Board may participate in a meeting
through use of conference telephone or similar communications
equipment, so long as all members participating in such meeting
can hear one another. Participation in a meeting as permitted in
the preceding sentence constitutes presence in person at such
meeting. Every act or decision done or made by a majority of the
directors present at a meeting duly held at which a quorum is
present shall be regarded as the act of the Board of Directors,
unless a greater number, or the same number after disqualifying
one or more directors from voting, is required by law, by the
Articles of Incorporation, or by these Bylaws. A meeting at
which a quorum is initially present may continue to transact
business notwithstanding the withdrawal of a director, provided
that any action taken is approved by at least a majority of the
required quorum for such meeting.
Section 3 . 12 VALIDATION OF DEFECTIVELY CALLED OR
NOTICED MEETINGS. The transactions of any meeting of the Board
of Directors, however called and noticed or wherever held, shall
be as valid as though they had occurred at a meeting duly held
after regular call and notice, if a quorum is present and if,
either before or after the meeting, each of the directors not
• present or who, though present, has prior to the meeting or at
its commencement, protested the lack of proper notice to him,
signs a written waiver of notice or a consent to holding such
meeting or an approval of the minutes thereof. All such waivers,
consents or approvals shall be filed with the corporate records
or made a part of the minutes of the meeting.
12
•
Section 3.13 WAIVER OF NOTICE BY ATTENDANCE.
Attendance of a director at any meeting shall constitute a waiver
of notice of such meeting, unless a director attends for the
express purpose of objecting to the transaction of any business
because the meeting is not lawfully called, noticed, or convened;
provided, however, if after stating his objection, the objecting
director continues to attend and by his attendance participates
in any matters other than those to which he objected, he shall be
deemed to have waived notice of such meeting and withdrawn his
objections.
•
Section 3. 14 ADJOURNMENT. A quorum of the directors
may adjourn any directors' meeting to meet again at a stated day
and hour; provided, however, that in the absence cf a quorum a
majority of the directors present at any directors' meeting,
either regular or special, may adjourn from time to time until
the time fixed for the next regular meeting of the Board.
Section 3 .15 NOTICE OF ADJOURNMENT. If the meeting is
adjourned for more than twenty-four (24) hours, notice of any
adjournment to another time or place shall be given prior to the
time of the adjourned meeting to the directors who were not
present at the time of adjournment. Otherwise notice of the time
and place of holding an adjourned meeting need not be given to
absent directors if the time and place be fixed at the meeting
adjourned.
Section 3 . 16 FEES AND COMPENSATION. Directors and
members of committees may receive such compensation, if any, for
their services, and such reimbursement for expenses, as may be
fixed or determined by resolution of the Board.
Section 3 . 17 TRANSACTIONS BETWEEN THE CORPORATION AND
ITS DIRECTORS.
(a) Corporation and Directors. No contract or
other transaction of the Corporation and one or more or other
transaction between the Corporation and any other corporation,
firm or association_ in which one or more of its directors has a
material financial interest (a mere common directorship shall not
constitute a material financial interest) , is either void or
voidable because such director or directors or such other
corporation, firm or association are parties or because such
director or directors are present at the meeting of the Board or
a committee thereof which authorizes, approves or ratifies the
contract or transaction, if:
(1) The material facts as to the transaction and
as to such director's interest are fully disclosed or known to
the shareholders and such contract or transaction is approved in
good faith by the affirmative vote of a majority of the shares
entitled to vote represented at a duly held meeting at which a
13
quorum is present or by the written consent of shareholders, with
the shares owned by the interested director or directors not
being entitled to vote thereon;
(2) The material facts as to the transaction and
as to such director's interest are fully disclosed or known to
the Board or committee, and the Board or committee authorizes,
approves or ratifies the contract or transaction in good faith by
a vote sufficient without counting the vote of the interested
director or directors and the contract or transaction is just and
reasonable as to the Corporation at the time it is authorized,
approved or ratified; or
(3) As to contracts or transactions not approved
as provided in paragraph (a) or (b) of this subdivision, the
person asserting the validity of the contract or transaction
sustains the burden of proving that the contract or transaction
was just and reasonable as to the Corporation at the time it was
authorized, approved or ratified.
(b) Corporations Having Interrelated Directors.
No contract or other transaction between the Corporation and any
corporation or association of which one or more of its directors
are directors is either void or voidable because such director or
*directors are present at the meeting of the Board or a committee
thereof which authorizes, approves or ratifies the contract or
transaction, if:
(1) The material facts as to the transaction and
as to such director's other directorship are fully disclosed or
known to the Board or committee, and the Board or committee
authorizes, approves or ratifies the contract or transaction in
good faith by a vote sufficient without counting the vote of the
common director or directors or the contract or transaction is
approved by the shareholders in good faith, or
(2) As to contracts or other transactions not
approved as provided in paragraph (1) of this subdivision, the
contract or transaction is just and reasonable as to the
Corporation at the time it is authorized, approved or ratified.
This subsection (b) does not apply to contracts or
transactions covered by subsection (a) .
(c) Interested Directors. Interested or common
directors may be counted in determining the presence of a quorum
at a meeting of the Board or a committee thereof which
authorizes, approves or ratifies a contract or transaction.
(d) Loans and Extensions of Credit. For purposes
of this Section 3.17, the term 'Transaction" does not include
loans or extensions of credit in the ordinary course of business.
14
ARTICLE IV
OFFICERS
Section 4 .1 OFFICERS. The officers of the Corporation
shall be a President, a Secretary and a Chief Financial Officer.
The Corporation may also have, at the discretion of the Board of
Directors, a Chairman of the Board, one or more Vice Presidents,
one or more Assistant Secretaries, one or more Assistant
Treasurers and such other officers as may be appointed in
accordance with the provisions of Section 4 .3 .
Section 4.2 ELECTION. The officers of the Corporation
except such officers as may be appointed in accordance with the
provisions of Section 4 .3 or Section 4 . 5, shall be chosen
annually by the Board of Directors, and each shall hold his
office until he shall resign or shall be removed or otherwise
disqualified to serve, or his successor shall be elected and
qualified.
Section 4.3 ADDITIONAL OFFICERS. The Board of
Directors may appoint, and may empower the President to appoint,
such other officers as the business of the Corporation may
require, each of whom shall hold office, for such period, have
authority and perform such duties as are provided in the Bylaws
[ , or as the Board of Directors may from time to time determine.
Section 4.4 REMOVAL AND RESIGNATION. Any officer may
be removed, either with or without cause, by the Board of
Directors, at any regular or special meeting thereof, or, except
in case of an officer chosen by the Board of Directors, by any
officer upon whom such power of removal may be conferred by the
Board of Directors (subject, in each case to the rights, if any,
of the officer under any contract of employment) .
Any officer may resign at any time by giving written
notice to the Board of Directors or to the President or to the
Secretary of the Corporation, without prejudice, however, to the
rights, if any, of -the Corporation under any contract to which
such officer is a party. Any such resignation shall take effect
at the date of the receipt of such notice or at any later time
specified therein; and, unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it
effective.
Section 4.5 VACANCIES. A vacancy in any office because
of death, resignation, removal, disqualification or any other
cause shall be filled in the manner prescribed in these Bylaws
for regular appointments to such office.
- Section 4. 6 CHAIRMAN OF THE BOARD. The Board of
Directors may, as it deems necessary, elect a member of the Board
as Chairman of the Board, who shall preside at all meetings of
15
•
the directors and the shareholders, and perform such other powers
and duties as may be from time to time assigned to him by the
Board of Directors or prescribed by these Bylaws.
Section 4.7 PRESIDENT.- The President shall be the
Chief Executive Officer of the Corporation and shall, subject to
the control of the Board of Directors, have general supervision,
direction and control of the business and officers of the
Corporation. He shall preside at all meetings of the
shareholders and all meetings of the Board of Directors in the
absence of the Chairman of the Board. He shall have the general
powers and duties of management usually vested in the office of
president of a corporation, and shall have such other powers and
duties as may be prescribed by the Board of Directors or the
Bylaws.
Section 4 .8 VICE PRESIDENTS. In the absence or
disability of the President, the Vice Presidents, if any, in
order of their rank as fixed by the Board of Directors or, if not
ranked , the Vice President designated by the Board of Directors,
shall perform all the duties of the President, and when so acting
shall have all the powers of, and be subject to all the
restrictions upon, the President. The Vice Presidents shall have
such other powers and perform such other duties as from time to
time may be prescribed for them respectively by the Board of
Directors or these Bylaws.
Section 4 . 9 SECRETARY.
(a) Book of Minutes . The Secretary shall record
or cause to be recorded, and shall keep or cause to be kept, at
the Head Office and such other place as the Board of Directors
may order, a book of minutes of actions taken at all meetings of
the directors and shareholders, with the time and place of
holding, whether regular or special and, if special, how
authorized, the notice thereof given, the names of those present
at directors' meetings, the number of shares present or
represented at shareholders' meetings, and the proceedings
thereof.
(b) Share Register. The Secretary shall keep, or
cause to be kept, at the Head Office or at the office of the
Corporation's transfer agent, a share register, or a duplicate
share register, showing the names of the shareholders and their
addresses, the number and classes of shares held by each, the
number and date of certificates issued for the same, and the
number and date of cancellation of every certificate surrendered
for cancellation.
(c) Other Duties. The Secretary shall give, or
I ' cause to be given, notice of all the meetings of the shareholders
and of the Board of Directors required by the Bylaws to be given,
and the Secretary shall keep the seal of the Corporation, if any,
16
•
in safe custody, and shall have such other powers and perform
such other duties as may be prescribed by the Board of Directors
or by the Bylaws.
Section 4.10 CHIEF FINANCIAL OFFICER.
(a) Books of Account. The Chief Financial
Officer of the Corporation shall keep and maintain, or cause to
be kept and maintained, adequate and correct accounts of the
properties and business transactions of the Corporation, and
shall send or cause to be sent to the shareholders of the
Corporation such financial statements and reports as are by law
or these Bylaws required to be sent to them. The books of
account shall at all reasonable times be open to inspection by
any director.
(b) Other Duties. The Chief Financial Officer
shall deposit, or cause to be deposited, all moneys and other
valuables in the name and to the credit of the Corporation with
such depositaries as may be designated by the Board of Directors.
The Chief Financial Officer shall disburse, or cause to be
disbursed, the funds of the Corporation as may be ordered by the
Board of Directors, shall render to the President and directors,
whenever they request it, an account of all of his transactions
as Chief Financial Officer and of the financial condition of the
Corporation, and shall have such other powers and perform such
1 - other duties as may be prescribed by the Board of Directors or
the Bylaws.
ARTICLE V
GENERAL CORPORATE MATTERS
Section 5.1 RECORD DATE. The Board of Directors may
fix a time in the future as a record date for the determination
of the shareholders entitled to notice of and to vote at any
meeting of shareholders or entitled to give consent to corporate
action in writing without a meeting, to receive any report, to
receive any dividend or distribution, or any allotment of rights,
or to exercise rights in respect to any change, conversion, or
exchange of shares. The record date so fixed shall be not more
than sixty (60) days nor less than ten (10) days prior to the
date of any meeting, nor more than sixty (60) days prior to any
other event for the purposes of which it is fixed. When a record
date is so fixed, only shareholders of record on that date are
entitled to notice of' and to vote at any such meeting, to give
consent without a meeting, to receive any report, to receive a
dividend, distribution, or allotment of rights, or to exercise
the rights, as the case may be, notwithstanding any transfer of
any shares on the books of the Corporation after the record date,
1 except as otherwise provided in the Articles of Incorporation or
these Bylaws.
17
Section 5.2 INSPECTION OF CORPORATE RECORDS.
(b) By Shareholders. The accounting books and
records, the record of shareholders, and minutes of proceedings
of the shareholders and the Board and committees of the Board of
this Corporation and any subsidiary of this Corporation shall be
open to inspection upon the written demand on the Corporation of
any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours, for a purpose
reasonably related to such holder's interests as a shareholder or
as the holder of such voting trust certificate, subject to any
.applicable limitation of law regarding right to privacy. Such
inspection by a shareholder or holder of 'a voting trust
certificate may be made in person or by agent or attorney, and
the right to inspection includes the right to copy and make
extracts.
A shareholder or shareholders holding at least five
percent (5%) in the aggregate of the outstanding voting shares of
the Corporation shall have (in person or by agent or attorney)
the absolute right: (1) to inspect and copy the record of
shareholders' names and addresses and shareholdings during usual
business hours upon five (5) business days' prior written demand
upon the Corporation and; (2) to obtain from the transfer agent
for the Corporation, upon written demand and upon the tender of
its usual charges, a list of the shareholders' names and
addresses, who are entitled to vote for the election of
directors, and their shareholdings, as of the most recent record
date for which it has been compiled or as of a date specified by
the shareholder subsequent to the date of demand. The list shall
be made available on or before the later of five (5) business
days after the demand is received or the date specified therein
as the date as of which the list is to be compiled.
(b) By Directors. Every director shall have the
absolute right at any reasonable time to inspect and copy all
books, records and documents of every kind and to inspect the
physical properties of the Corporation. Such inspection by a
director may be made in person or by agent or attorney and the
right of inspection includes the right to copy and make extracts.
Section 5.3 MAINTENANCE AND INSPECTION OF BYLAWS. The
Corporation shall keep at its Head Office the original or a copy
of the Bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during
office hours.
• Section 5.4 ANNUAL AND OTHER REPORTS. For so long as
this Corporation shall have less than 100 shareholders, the
annual report to shareholders, referred to in Section 1502 of the
I - General Corporation Law, is expressly dispensed with, but nothing
herein shall be interpreted as prohibiting the Board of Directors
1 from issuing annual or other periodic reports to the shareholders
of the Corporation as they consider appropriate.
18
Section 5.5 CHECKS, DRAFTS, ETC. All checks, drafts or
( ' other orders for payment of money, notes or other evidences of
indebtedness, issued in the name of or payable to the
Corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be
determined by resolution of the Board of Directors.
Section 5.6 CONTRACTS, ETC. , HOW EXECUTED. The Board
of Directors, except as otherwise provided in these Bylaws, may
authorize any officer or officers, agent or agents, to enter into
any contract or execute any instrument in the name of and on
behalf of the Corporation, and such authority may be general or
confined to specific instances; and, unless so authorized or
ratified by the Board of Directors or within the agency power of
an officer, no officer, agent or employee shall have any power or
authority to bind the corporation by any contract or engagement
or to pledge its credit or to render it liable for any purpose or
to any amount.
Section 5.7 CERTIFICATES FOR SHARES. Every holder of
shares in the Corporation shall be entitled to have a certificate
signed in the name of the Corporation by the President or a Vice
President and by the Chief Financial Officer or an Assistant
Treasurer or the Secretary or any Assistant Secretary, certifying
the number of shares and the class or series of shares owned by
the shareholder. Any of the signatures on the certificate may be
a facsimile. In case any officer, transfer agent or registrar
who has signed or whose facsimile signature has been placed upon
a certificate shall have ceased to be such officer, transfer
agent or registrar before such certificate is issued, it may be
issued by the Corporation with the same effect as if such person
were an officer, transfer agent or registrar at the date of
issue.
Section 5.8 STATEMENTS ON CERTIFICATE FOR SHARES. Any
such certificate shall also contain such legend or other
statement as may be required by law, by these Bylaws or by any
agreement between the Corporation and the issuee thereof.
Section 5.9 LOST, STOT,FN OR DESTROYED CERTIFICATES . No
new certificates for shares shall be issued to replace an old
certificate unless the latter is surrendered and cancelled at the
sane time; provided, however, that the Board of Directors or the
President may, however, in case any certificate for shares is
lost, stolen, mutilated or destroyed, authorize the issuance of a
new certificate in lieu thereof, upon such terms and conditions,
including reasonable indemnification of the Corporation, as the
Board of Directors or the President shall determine. In the
event of the issuance of a new certificate, the rights and
liabilities of the Corporation, and of the holders of the old and
r - new certificates, shall be governed by the provisions of Sections
1{f 8104 and 8405 of the California Commercial Code.
19
Section 5.10 REPRESENTATION OF SHARES OF OTHER
CORPORATIONS. The President or any Vice President, or any other
person authorized by resolution of the Board of Directors or by
( any of the foregoing designated officers, are authorized to vote,
represent and exercise on behalf of this Corporation all rights
incident to any and all shares of any other corporation or
corporations standing in the name of this Corporation. The
authority herein granted to said officers to vote or represent on
behalf of this Corporation any and all shares held by this
Corporation in any other corporation or corporations may he
exercised either by such officers in person or by any other
person authorized so to do by proxy or power of attorney duly
executed by these officers.
Section 5.11 CONSTRUCTION AND DEFINITIONS. Unless the
context otherwise requires, the general provisions, rules of
construction and definitions contained in the General Corporation
Law shall govern the construction of these Bylaws. Without
limiting the generality of the foregoing, the gender includes the
feminine and neuter, the singular number includes the plural and
the plural number includes the singular: and the term "person"
includes a corporation as well as a natural person.
Section 5. 12 CORPORATE SEAL. The Board of Directors
may adopt, use and at will alter a corporate seal. Any corporate
seal shall be circular in form and shall have inscribed thereon
the name of the Corporation, the date of its incorporation and
the word "California".
Section 5. 13 INDEMNIFICATION. The Corporation shall,
to the maximum extent permitted by the Corporations Code of
California, the General Corporation Law, or other applicable law,
have power to idemnify each of its agents against expenses,
judgments, fines, settlements, and other amounts actually and
reasonably incurred in connection with any proceeding arising by
reason of the fact that any such person is or was an agent of the
Corporation, and shall have power to advance to each such agent
expenses incurred in defending any such proceeding. For purposes
of this section, an "agent" of the Corporation includes any
person who is or was a director, officer, employee, or other
agent of the Corporation, or is or was serving at the request of
the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other
enterprise, or was a director, officer, employee, or agent of a
corporation which was a predecessor corporation of the
Corporation or of another enterprise serving at the request of
such predecessor corporation.
20
•
ARTICLE VI
AMENDMENTS
Section 6.1 POWER OF SHAREHOLDERS. New Bylaws may be
adopted or these Bylaws may be amended or repealed by the
affirmative vote of a majority of the outstanding shares entitled
to vote, or by the written assent of shareholders entitled to
vote such shares, except as otherwise provided by law or by the
Articles of Incorporation.
Section 6.2 POWER OF DIRECTORS. Subject to the right
of shareholders as provided in Section 6. 1 to adopt, amend or
repeal Bylaws, Bylaws may be adopted, amended or repealed by the
Board of Directors provided, however, that the Board of Directors
may adopt a Bylaw or amendment thereof changing the authorized
number of directors only - for the purpose of fixing the exact
number of directors within the limits specified in Section 3 .2 of
Article III of these Bylaws.
Section 6.3 EFFECTIVE DATE. These Bylaws shall become
effective only when approved by the California Superintendent of
Banks and when a copy thereof, certified by the Secretary of the
Corporation, has been filed with the Superintendent. Any
amendment to these Bylaws shall become effective only when
approved by the California Superintendent of Banks and when a
f copy thereof, certified by the Secretary or Assistant Secretary
of the Corporation, has been filed with the Superintendent.
21
•
• CERTIFICATE OF SECRETARY
I, the undersigned, do hereby certify:
that I am the duly elected and acting Secretary of
Meridian Trust Company of California, a California corporation;
and
2. ' That the foregoing bylaws, comprising 21 pages
constitute a true and correct copy of the bylaws of said
Corporation as duly adopted by the Board of Directors on
September 26, 1989 and that said Bylaws have not been modified or
rescinded and remain in full force and effect.
.JN WITNESS WHEREOF, I have hereunto subscribed my name this
29_tLi day of September, 1989. 4A
CJ// C�
d A. K oi72, ec etary
EXHIBIT D
EXCERPT FROM MINUTES OF BOARD OF DIRECTORS OF
MERIDIAN TRUST COMPANY OF CALIFORNIA ON
NOVEMBER 16, 1990
RESOLVED, that the Signing authority attached to these minutes as Exhibit E is
hereby approved and adopted, such that any document, instrument or other writing of any
nature whatsoever that is executed in accordance with the provisions of such Exhibit E
shall have the same force and effect as though a specific resolution of the Board
approving such document, instrument or other writing had been adopted in each instance.
RESOLVED FURTHER, that the Secretary of the Company is hereby authorized
and directed to certify to any person properly requesting the same that the attached
Signing Authority has been duly adopted by the Board.
RESOLUTION OF
MERIDIAN ASSET MANAGEMENT, INC.
WHEREAS , the Board has determined that the signing authority for
officers of the Company should be ammended and clarified in
certain respects
THEREFORE, IT IS HEREBY
RESOLVED that the Signing Authority which follows as Exhibit A is
hereby approved and adopted.
MERIDIAN ASSET MANAGEMENT, INC.
SIGNING AUTHORITY
GENERAL
The Signing Authority set forth herein shall apply to Meridian Asset
Management, Inc. and its wholly owned subsidiaries, Meridian Trust Company,
Meridian Trust Company of California, and Meridian Investment Company, except
as may be specifically provided otherwise. Accordingly, the term "Company"
when used herein shall mean any one of the above corporations, as appropriate
in the specific circumstances. This Signing Authority supersedes all previous
authority granted by the Boards of Directors of the respective companies.
I. Checking Accounts
A. Customer funds (checking accounts maintained by a company for its
customers) .
1. Reading Office and checks prepared by Reading Office for all
other offices - any one operations area officer, except the
systems manager, for checks $100,000 or less; any two for larger
amounts .
2. All other offices - any one officer assigned to an office other
than Reading for checks $5,000 or less; any two of such officers
for larger amounts; provided, however, that in emergency
situations in an office with only one officer assigned to it,
checks larger than $5,000 may be signed by one such officer with
the prior oral approval of one of the following: the President,
Chief Financial Officer or the Head of Operations for MAM.
3. Corporate trust settlements only - any one officer in the
corporate trust area is authorized to sign and issue any checks
necessary at a corporate trust settlement.
B. Company's own funds - each company as follows: R. C. Williams for
checks of $1,000 or less. For larger amounts, R. C. Williams plus a
Meridian Asset Management financial officer. In the absence of a
financial officer any one of the following may be the co-signer:
1. Meridian Asset Management, Inc.
D. P. Andrews
G. E. Doty, III
M. B. Morgan
S. J. Kachel
K. L. Kleffel
GENERAL (CONT'D)
2. Meridian Trust Company
D. P. Andrews
G. E. Doty, III
3. Meridian Investment Company
P. H. Brown, II
C. A. Moyer
J. E. Stocke
G. K. Beam
4. Meridian Trust Company of California
D. P. Andrews
II. All other documents - by functional title as follows, except as
restricted above:
A. President, Senior Vice President and any person designated as a
member of the Meridian Asset Management Senior Officer's Group
Any one of the above is authorized to:
Execute on behalf of the Company an instrument, document, or writing
for the conduct of the business of the Company either in its own
right or in any agency or fiduciary capacity, including, for the
Presidents , without limitation, the power to delegate to others
authority to perform specific functions on behalf of the Company.
B. Vice Presidents , Assistant Vice Presidents , Account Officers,
Assistant Account Officers and Real Estate Officers
Any one of the above is authorized to:
Except for the documents referred to in item IID, execute, sign and
deliver any instrument or document on behalf of the Company in
connection with the exercise of any fiduciary or agency powers,
including, but not limited to, any writings of any nature with
respect to any real or personal property or any interest therein, and
the acceptance of any account.
C. Senior Investment Managers , Investment Officers , Assistant
Investment Officers , and Corporate Trust Officers
Any one of the above is authorized to:
Execute, sign and deliver any instrument or document on behalf of the
Company with reference to the purchase, sale, receipt, release,
delivery or exchange of securities acquired or held by the Company
for its own account or as fiduciary or agent. This authority is
limited for Corporate Trust Officers to corporate trust accounts.
•
GENERAL (CONT'D)
D. Vice Presidents and Assistant Vice Presidents, (In the Operations
Area) , Operations Officers and Assistant Operations Officers
Any one of the above is authorized to:
Execute, sign and deliver agreements, documents and other writings in
connection with the settlement of a purchase, sale, exchange,
transfer, or other transaction with respect to any securities and
assets , and the admission, deposit and withdrawal of any monies to
daily investment vehicles maintained by the Company in a fiduciary or
agency capacity.
E. Tax Officers and Assistant Tax Officers
Any one of the above is authorized to:
Sign reports and returns to, and agreements with, tax authorities.
F. Financial Officers and Assistant Financial Officers
Any one of the above is authorized to:
Sign reports and returns to, and agreements with, regulatory and tax
authorities .
G. Marketing Officers and Assistant Marketing Officers
Any one of the above is authorized to:
Execute, sign and deliver documents , agreements and other writings in
connection with the acceptance of new business for the Company.
H. All Officers of the Company (For the Meridian Trust Company and
Meridian Trust Company of California only)
Any one of the above is authorized to:
1. Execute and deliver on behalf of the Company any securities ,
including interest coupons or like instruments issued in the
capacity of trustees or other fiduciary or agent, and any .
certificates of authentication appearing upon any securities
issued under instruments under which the Company is acting as
trustee, transfer agent, fiscal agent, or in any similar
capacity.
2. Execute, countersign, register or certify on behalf of the
Company securities of any entity for which the Company is acting
as trustee, transfer agent, fiscal agent or registrar.
GENERAL (CONT'D)
3. Guarantee signatures, to identify and guarantee assignments,
transfers and endorsements for transfer on bonds, stock
certificates, interim, participation and other certificates, to
identify and guarantee signatures on bond and stock powers of •
attorney, and to waive presentment, demand, protest and notice of
dishonor or protest, and to execute amicable revivals of
judgements.
I. All Officers of the Company
Any one of the above is authorized to:
Affix the seal of the Company to any document or instrument and to
attest to the execution of any document or instrument by the Company
and to the affixing of the seal thereto.
Exhibit E
Meridian Trust Company of California
Corporate Trust Officers
President Robert C. Williams
Executive Vice President David P. Andrews /
Vice President Lynn S. Anderson LA
Ca-Vice President Richard H. Babb Ca-al I-�.'o5�,'1 -
Vice President Judy Davis /e/V/ LI2c111
Jf
Vice President Linda A. Delaney 114j( . a_(t
Vice President todd H. Duncan
Vice President John D. Elliot
_„-C
Vice President Stephen J. Kaba aL. , oil
Vice President Doris J. Krick / 14(
'
Vice President David A. Pringle J� �r_ .�
Vice President7
Richard N. Smith , ti( et
Vice President Damon A. Thompson 1 lif
_ L__ _ _ All A
ftiAssistant Vice President Jay T. Bauer
o _ I
Assistant Vice President Curtis H. Clicquennoi ' 6„ , , (c -litres G�
Account Officer Mary Kay Pupillo At_,,. 40 , R•
Account Officer Michael G. Ruppel I1111111111111111,,
Assistant Operations Officer Felicia A. Burnish i/ + w.42/1-11-___--
Account Officer William S. Roberts
Account Officer Timothy J. Campbell
TRUSTEE'S CERTIFICATE OF DEPOSIT AND RECEIPT
Meridian Trust Company of California, as trustee (the "Trustee") for the Santa Ana
Financing Authority (the "Authority"), pursuant to that certain Indenture, dated as of March 1,
1994 (the "Indenture"), between the Authority and the Trustee, hereby certifies that, pursuant
to Section 4.03 of the Indenture, on the date hereof, concurrent with the receipt by the
Authority of the purchase price of the Santa Ana Financing Authority Police Administration
and Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), it has deposited the
proceeds from the sale of the Bonds in the following funds and accounts (all capitalized terms
not otherwise defined herein shall have the meanings ascribed to them in the Indenture):
(a) To the Interest Account, the sum of $315,258.63 from the proceeds of the Bonds,
which sum equals the amount of accrued interest, if any, on the Bonds;
(b) To the Capitalized Interest Account, the sum of $7,219,667.07;
(c) To the Reserve Account, the sum of $9,227,812.50 from the proceeds of the
Bonds, which sum equals the Reserve Requirement;
(d) To the Costs of Issuance Fund the sum of $400,000.00 from the proceeds of the
Bonds; and
(e) To the Acquisition Fund, the sum of $92,341,401.07 from the proceeds of the
Bonds.
Dated: March 23, 1994.
MERIDIAN TRUST COMPANY OF
CALIFORNIA, as Trustee
By
Authorized Signatory
LA1-69935.3
WRITTEN REQUEST OF THE SANTA ANA
FINANCING AUTHORITY
REGARDING DELIVERY OF BONDS_
The undersigned, DAVID N. REAM, Executive Director of the Santa Ana
Financing Authority (the "Authority"), does hereby state that he has read the pertinent
provisions of the Indenture, dated as of March 1, 1994 (the "Indenture"), between the
Authority and Meridian Trust Company of California, as trustee (the "Trustee"), providing
for the issuance of$107,399,438.50 principal amount of the Santa Ana Financing Authority
Police Administration and Holding Facility Lease Revenue Bonds, Series 1994A (the
"Bonds"); and
The undersigned does hereby further state that he is familiar with the
proceedings taken by the Authority relative to the sale of the Bonds to Smith Barney
Shearson Inc., as representative of the underwriters, all pursuant to the Indenture, and the
delivery of the Bonds duly executed to the Trustee;
NOW, THEREFORE, the undersigned does hereby request the Trustee to
deliver the Bonds on the date hereof to Smith Barney Shearson Inc , as representative of the
underwriters, against payment for the account of the Authority in the amount computed as
follows:
Principal Amount $107,399,438.50
Original Issue Premium 3,657,901.15
Accrued Interest
(March 1 to March 23, 1994) 315,258.63
Less: Underwriter's Discount ( 777.459.01)
Purchase Price $110,595,139.27
Less: Insurance Premium Amount ( 1,091,000.00)
Total Deposit Amount $109,504,139.27
LA1-69935.2
Said accrued interest was computed from March 1, 1994, to March 23, 1994, the date
of the delivery of said Bonds to Smith Barney Shearson Inc., as representative of the
underwriters of the Bonds from the Authority.
Dated: March 23, 1994.
SANTA ANA FINANCING AUTHORITY
By
David N. Ream,
Executive Director
LA 1-69935.2 2
[Execution Copyj
TAX CERTIFICATE AND AGREEMENT
Relating to the $107,399,438.50
Santa Ana Financing Authority
Police Administration and Holding Facility Lease Revenue Bonds,
Series 1994A
Pursuant in part to Treasury Regulations Section 1.148-2(b)(2)(i), the City of Santa Ana
(the "City") and the Santa Ana Financing Authority (the "Authority") hereby make the following
representations of facts and expectations and covenants to comply with the requirements of this Tax
Certificate and Agreement and the exhibits attached hereto (the "Tax Certificate") in connection with
the execution and delivery of the above-captioned obligations (the "1994 Bonds"). The
representations and covenants made by the City herein are in furtherance of the covenants contained
in Section 4.03 of the Lease by and between the Authority and the City dated as of March 1, 1994.
The representations and covenants made by the Authority herein are in furtherance of the covenants
contained in Section 6.04 of the Indenture (the "Indenture"), dated as of March 1, 1994, between the
Authority and Meridian Trust Company of California, as trustee (the "Trustee"). Capitalized terms not
defined herein shall have the respective meanings set forth in the Indenture unless the context requires
otherwise.
In General
1.1 Agreement. The representations and covenants herein made by the City and
the Authority are made in consideration of good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.
1.2 Purpose of Tax Certificate. The City and the Authority are delivering this Tax
Certificate to Orrick, Herrington & Sutcliffe ("Bond Counsel"), with the understanding and
acknowledgment that Bond Counsel will rely upon this Tax Certificate in rendering an opinion that
interest on the 1994 Bonds will be excludable from gross income for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1986 (the "Code").
1.3 Purpose of Financing. The 1994 Bonds are being executed and delivered
pursuant to the Indenture to provide funds (i) to pay certain capital costs of the Project (as defined in
Section 1.7 hereof); (ii) to fund a debt service reserve fund with respect to the 1994 Bonds; (iii) to pay
for a policy of bond insurance securing the payment of debt service with respect to the 1994 Bonds
(the "Guarantee"); and (iv) to pay certain costs of issuing the 1994 Bonds.
1.4 Delivery of the 1994 Bonds. The 1994 Bonds are being delivered to the
Underwriters on the date hereof.
1.5 Reliance on Other Parties. The expectations of the City and the Authority
concerning certain uses of the proceeds of the 1994 Bonds and certain other matters described herein
are based in whole or in part upon representations of other parties set forth in this Tax Certificate
(including the certificate of the Underwriters attached hereto as ExhibitA and the certificate of the
Guarantor attached hereto as Exhibit 8). Neither the City nor the Authority is aware of any facts or
circumstances that would cause either the City or the Authority to question the accuracy or
reasonableness of any representation made in this Tax Certificate.
LA1-69477.4
1.6 Separate Issue/Single Issue. There are no obligations that (in relation to the
1994 Bonds) satisfy all of the following: (i) are being sold or issued at substantially the same time;
(ii) are being sold pursuant to the same plan of financing; and (Hi) are reasonably expected to be paid
from substantially the same source of funds. All of the 1994 Bonds (i) are being sold at substantially
the same time; (ii) are being sold pursuant to the same plan of financing; and (iii) are reasonably
expected to be paid from substantially the same source of funds.
1.7 Definitions. Capitalized terms used herein which are not otherwise defined
herein shall have the respective meanings set forth in the Indenture. Unless the context otherwise
requires, the following capitalized terms have the following meanings for purposes of this Tax
Certificate:
AIRS means the ARS and IRS, collectively, or any of them, as appropriate.
ARS means the Auction Rate Securities as defined in Section 3(b) of the Indenture.
Available Construction Proceeds means all Issue Price Proceeds of the 1994 Bonds, less
the amount of such Issue Price Proceeds used to pay the costs of issuing the 1994 Bonds
(including underwriters' discount), plus all Investment Proceeds (received, accrued or
reasonably expected to be earned) on such Issue Price Proceeds. Available Construction
Proceeds include Investment Proceeds earned on amounts held in the Reserve Account, if any,
from the Closing Date to the earlier of (i) two years after the Closing Date, and (ii) substantial
completion of the Project.
Bona Fide Debt Service Funds means the Revenue Fund(including the Interest Account,
the Principal Account, and the Redemption Account but excluding the Capitalized Interest
Account and the Reserve Account), to the extent such Fund and included Accounts comply
with the requirements of Section 3.8 hereof.
Bond Year means the period beginning on the Closing Date and ending on the first
anniversary of the Closing Date (unless the City and the Authority select otherwise) and each
succeeding one-year period (with the last Bond Year ending on the first date that none of the
1994 Bonds remain outstanding). For purposes of the preceding sentence, the Issuer may
(prior to the fifth anniversary of the Closing Date) select any date prior to the first anniversary
of the Closing Date in lieu of the first anniversary of the Closing Date.
Closing Date means the date of this Tax Certificate. •
Code means the Internal Revenue Code of 1986, or any successor, and the applicable
Treasury Regulations promulgated thereunder.
De Minimis Amount means, as set forth in Treasury Regulations Section 1.148-1(b),
with respect to original issue discount or original issue premium, (i) an amount that does not
exceed 2 percent multiplied by the stated redemption price at maturity, plus (ii) any original
issue premium that is attributable exclusively to reasonable underwriters' compensation.
Gross Proceeds has the meaning used in Treasury Regulations Section 1.148-1(b), and
generally means all proceeds derived from or relating to the 1994 Bonds, including amounts
received as a result of investing the Issue Price Proceeds, amounts pledged to pay debt service
on the 1994 Bonds, and amounts expected to be used to pay debt service on the 1994 Bonds.
Guarantor means Municipal Bond Investors Assurance Corporation.
LA1-69477.4 2
Investment Proceeds means the earnings from the investment and reinvestment of all
Issue Price Proceeds.
Investment Property means any security or obligation (other than a Tax-Exempt
Obligation), any annuity contract, or any other investment-type property.
IRS means the Inverse Rate Securities as defined in Section 3(b) of the Indenture.
Issue Price Proceeds means $111,372,598.28, being equal to the par amount of the
1994 Bonds, $107,399,438.50, plus accrued interest, $315,258.63, and plus original issue
premium, $3,657,901.15.
Minor Portion means, as set forth in Code Section 1481e), an amount not in excess of
the lesser of (i) 5 percent of the proceeds of an issue of obligations, or (ii) $100,000.
Net Sale Proceeds means the amount of Issue Price Proceeds less the portion of the
Issue Price Proceeds (i) invested in a Reasonably Required Reserve or Replacement Fund, or
(ii) invested as the Minor Portion.
Nongovernmental Person means any person other than a State or a political subdivision
of a State (within the meaning of Section 103(c) of the Code).
Nonpurpose Investment means any Investment Property in which Gross Proceeds are
invested.
Opinion of Counsel means an approving written opinion of nationally recognized bond
counsel.
Other Replacement Proceeds means, as set forth in Treasury Regulations
Section 1.148-1(c)(4), proceeds that arise to the extent that the issuer and/or the conduit
borrower reasonably expect as of the issue date of obligations that the term of such obligations
is longer than is reasonably necessary for the governmental purpose of the obligations and that
there will be available amounts created (within the meaning of Treasury Regulations
Section 1.148-6(d)(3)(iii)) during the period that the obligations remain outstanding longer than
necessary. Other Replacement Proceeds do not arise for the portion of the obligations that is
to be used to (i) finance restricted working capital expenditures (within the meaning of
Treasury Regulations Section 1 .148-1(b)) if that portion of the obligations is not outstanding
longer than two years, (ii) finance or refinance the portion of the obligations that is to be used
to finance or refinance capital projects (within the meaning of Treasury Regulations
Section 1.148-1(b)) if that portion of the obligations does not exceed 120 percent of the
average reasonably expected life of the financed capital projects, and (iii) refund a prior issue,
provided that the weighted average maturity of such refunding issue does not exceed the
remaining weighted average maturity of the prior issue and the issue of which the prior issue
is a part satisfies Treasury Regulations Sections 1 .148-1(c)(4)(i)(B)(1) or 1 .148-1(c)(4)(i)(B)(21.
Penalty Account means the account established within the Acquisition Fund pursuant
to Section 5.4.3 hereof.
Pledge Fund means, as set forth in Treasury Regulations Section 1.148-1(c)(3),
generally any amount that is directly or indirectly pledged to pay principal or interest with
respect to an issue of obligations. For these purposes, a pledge need not be cast in any
particular form but must provide a reasonable assurance to the holders of the obligations that
such amounts will be available to pay principal or interest on such issue of obligations in the
1A1-69477.4 3
event that the issuer and/or the conduit borrower encounter financial difficulties. Any pledge
to a guarantor of such obligations is an indirect pledge to secure the payment of principal or
interest on such obligations. An amount is also treated as pledged to pay principal or interest
on such obligations if such amount is held under an agreement to maintain the amount at a
particular level for the direct or indirect benefit of the holders or a guarantor of the obligations.
Such amount will not be treated as pledged if (i) the issuer or the conduit borrower or a
substantial beneficiary of such obligations may grant rights in the amount that are superior to
the rights of the holders of the obligations, or (ii) the amount is not in excess of the purpose
for which it was established, the required level is tested no more frequently than every six
months, and the amount may be spent without any substantial restriction other than a
requirement to replenish the amount by the next testing date.
Project means the acquisition, installation, and construction of a police administration
and holding facility located on an eight acre parcel. The Project encompasses 496,700 square
feet and consists of four elements:
(i) Police Administration - a 232,500 square foot four-story building
housing all operational and administrative functions of the City's Police Department
sized to provide department expansion through the year 2050;
(ii) Holding Facility - a 169,000 square foot building consisting of four
stories and a partial basement with 256 fully equipped cells that can house up to
420 detainees;
(iii) Parking Garage - a 94,300 square foot two-story structure with
basement that will provide 227 parking spaces for police vehicles and 24 spaces for
police motorcycles and also includes a two-tier firing range comprised of 12 shooting
bays; and
(iv) Transfer Tunnel - a 900 foot structure linking the Santa Ana Holding
Facility with the Orange County Intake and Release Center that will facilitate the
transfer of inmates between the two detention facilities.
Reasonably Required Reserve or Replacement Fund means, as set forth in Treasury
Regulations Section 1.148-2(f), amounts that (i) are acting as a reasonably required reserve
for an issue of obligations; and (ii) are Gross Proceeds not in excess of the least of
(A) 10 percent of the stated principal amount of the issue, (B) the maximum annual principal
and interest requirements on the issue, or (C) 125 percent of the average annual principal and
interest requirements on the issue. For these purposes, if an issue of obligations has more than
a De Minimis Amount of original issue discount or premium, then the issue price of the issue
(net of pre-issuance accrued interest) is used to measure the 10 percent limitation in lieu of its
stated principal amount.
Rebate Requirement means the amount of rebatable arbitrage earned with respect to
Gross Proceeds which do not qualify for an exception from the requirements of
Section 148(f)(2) of the Code as described in Section 5.5 of this Tax Certificate, computed as
of the last day of any Bond Year pursuant to Treasury Regulations Section 1 .148-3.
Related Person means:
(i) Any organization having common management and control with an
organization described in Section 501(c)(3) of the Code. This would include any other
LA1-69477.4 4
501(c)(3) organization if both organizations have (a) significant common purposes and
substantial common membership, or (b) directly or indirectly, substantial common direction.
(ii) In the case of a corporation, (A) an individual who owns directly or
indirectly more than 50% in value of the outstanding stock of the corporation; (B) in a
partnership, if any partner owns more than 50% in value of the outstanding stock of the
corporation; (C) another corporation, if that corporation owns more than 50% of the voting
power or value of the corporation; (D) another corporation, if more than 50% of the voting
power or value of its stock is owned by the corporation; (E) another corporation, if five or
fewer individuals own stock possessing more than 50% of the voting power or value of both
that corporation and the corporation; (F) an S corporation, if the same individual owns more
than 50% in value of both the S corporation and the corporation; or (G) a trust or its grantor,
either of which owns more than 50% in value of the outstanding stock of the corporation.
(iii) In the case of a partnership, (A) a partner that owns directly or indirectly
more than 50% of the capital interest or the profits interest in such partnership; (B) another
partnership, if the same person or persons own directly or indirectly more than 50% of the
capital interest or the profits interest in both that partnership and the partnership; or (C) an S
corporation, if the same person or persons own more than 50% of the capital interest or the
profits interest in the partnership.
(iv) In the case of an individual, (A) members of the individual's family
(including the individual's spouse, brothers, sisters, ancestors and lineal descendants); (B) a
corporation more than 50% in value of the outstanding stock of which is owned directly or
indirectly by or for such individual; (C) a partnership, if the individual owns directly or indirectly
more than 50% of the capital interest or the profits interest in such partnership; or (DI a trust
as to which the individual is either grantor or beneficiary, or which has the same grantor as a
trust to which the individual is beneficiary.
Sinking Fund means, as set forth in Treasury Regulations Section 1.148-1(c)(2), in
general a debt service fund, redemption fund, reserve fund, replacement fund or any similar
fund to the extent that such fund is reasonably expected to be used directly or indirectly to pay
principal or interest on an issue of obligations.
Spendable Proceeds means, with respect to an issue of governmental obligations, the
net amount of proceeds (after payment of all expenses of issuing such obligations) received
by the issuer thereof as a result of the sale of such obligations minus the sum of (i) the Minor
Portion; (ii) the amount of obligation proceeds deposited in a reasonably required reserve or
replacement fund for the obligations; and (iii) the amount of such proceeds to be expended
within three years after the issue date of such obligations in payment of principal or interest
on such obligations.
Tax Certificate means this Tax Certificate and Agreement and any exhibits attached
hereto.
Tax-Exempt Obligation means any obligation the interest on which is excluded from
federal gross income pursuant to the provisions of Section 103 of the Code, unless such
obligation is a "specified private activity bond" within the meaning of Section 57(a)(5)(C) of
the Code.
•
LA1-69477.4 5
Temporary Periods:
One-Year Temporary Period means, as set forth in Treasury Regulations
Section 1 .148-2(e)(6), the one-year temporary period exception to the yield restriction
requirement of Code Section 148(a), which exception applies to Investment Proceeds.
Three-Year Temporary Period means, as set forth in Treasury Regulations
Section 1.148-2(e)(2), the three-year temporary period exception to the yield restriction
requirement of Code Section 148(a), which exception applies to the nonrefunding portion of
an issue only to the extent that the issuer reasonably expects that (i) 85 percent of the Net
Sale Proceeds of such nonrefunding portion are to be allocated to expenditures on capital
• projects by the end of the three-year period following the issue date; (ii) the issuer will within
six months of the issue date incur a substantial binding obligation to a third party to expend
at least 5 percent of the Net Sale Proceeds of the issue on capital projects; and (iii) the
allocation of the Net Sale Proceeds of the issue to expenditures will proceed with due diligence.
Underwriters means Smith Barney Shearson, Inc., Prudential Securities Incorporated,
and Rauscher Pierce Refsnes Inc.
Yield means that discount rate calculated as described in Section 4.1 of this Tax
Certificate.
II.
General Tax Limitations
2.1 Cross-Reference. Article III below refers to the expectations and limitations
relating to arbitrage; Article IV below refers to the expectations and limitations relating to yield and
yield restriction; and Article V below refers to the expectations and limitations relating to rebate.
2.2 Governmental Bond Status. The City and the Authority represent, warrant and
covenant as follows:
2.2.1 The City and the Authority will not allow more than ten percent of the
facilities financed with the proceeds of the 1994 Bonds to be used in the trade or business of a
Nongovernmental Person (other than as a member of the general public). For this purpose,
management or operation of any such facility (within the meaning of Revenue Procedure 93-19, 1993-
11 I.R.B. 52 (the "Guidelines")) shall be treated as use in the trade or business of a Nongovernmental
Person (other than as a member of the general public) unless such management or operation is
pursuant to a contract (or contracts) that satisfies (or satisfy) the requirements of the Guidelines.
2.2.2 The City and the Authority will not allow the payment of more than ten
percent of the principal of, or the interest on, the 1994 Bonds directly or indirectly to be (i) secured
by any interest in property to be used in the trade or business of any Nongovernmental Persons (other
than as a member of the general public) or by payments in respect of such property; or (ii) derived from
payments in respect of property, or borrowed money, used or to be used in the trade or business of
any Nongovernmental Persons (other than as a member of the general public).
2.2.3 Neither the City nor the Authority will loan more than five percent of
the proceeds of the 1994 Bonds to Nongovernmental Persons.
2.3 Registration Requirement. The 1994 Bonds will be issued in registered form.
LA1-69477.4 6
2.4 No Federal Guarantee. The City and the Authority will not directly or indirectly
use or permit the use of any proceeds of the 1994 Bonds or any other funds of the City and the
Authority or take or omit to take any action that would cause the 1994 Bonds to be obligations which
are "federally guaranteed" within the meaning of Section 149(b) of the Code. In furtherance of this
covenant, the City and the Authority will not allow the payment of the principal or interest with respect
to the 1994 Bonds to be guaranteed (directly or indirectly) in whole or in part by the United States or
any agency or instrumentality thereof. The City and the Authority also will not, except as provided
in the next sentence, use 5 percent or more of the proceeds of the 1994 Bonds to make loans the
payment of the principal or interest with respect to which are guaranteed in whole or in part by the
United States or any agency or instrumentality thereof, nor will they invest 5 percent or more of the
proceeds in federally insured deposits or accounts. The preceding sentence shall not apply to
(i) temporary period investments of proceeds held in the Bona Fide Debt Service Funds (to the extent
such Funds comply with Section 3.8 hereof), (ii) investments of proceeds held in the Reserve Account
(to the extent such Account complies with the requirements of Section 3.10 hereof); or
(iii) investments in obligations issued by the United States Treasury.
2.5 No Refunding. None of the proceeds of the 1994 Bonds will be used to pay
debt service with respect to any obligations other than the 1994 Bonds.
2.6 Information Reporting. The City and the Authority shall file or cause to be filed
an Internal Revenue Service Form 8038-G with respect to the 1994 Bonds no later than the fifteenth
day of the second month following the calendar quarter in which the 1994 Bonds are executed and
delivered.
2.7 No Pooling. None of the proceeds of the 1994 Bonds will be used to make
loans to two or more ultimate borrowers.
2.8 No Hedge Bonds. The City and the Authority reasonably expect that more than
85 percent of the Spendable Proceeds of the 1994 Bonds will be expended for the governmental
purpose of the 1994 Bonds within 3 years of the Closing Date.
III.
Arbitrage
3.1 Reasonable Expectations; Reliance on Others. This Article III states the
reasonable expectations of the City and the Authority with respect to the amounts and uses of the
proceeds of the 1994 Bonds and certain other funds. The expectations of the City and the Authority
concerning certain uses of 1994 Bond proceeds and certain other moneys described herein and other
matters are based in whole or in part upon representations of other parties as set forth in this Tax
Certificate or exhibits hereto. Neither the City nor the Authority is aware of any facts or circumstances
that would cause either the City or the Authority to question the accuracy or reasonableness of any
representations made in this Tax Certificate, including exhibits attached to this Tax Certificate.
3.2 Offering Price. Based upon advice of the Underwriters (attached hereto as
Exhibit A),the 1994 Bonds have been offered to the public (excluding any bondhouse, broker or other
intermediary) at the prices or yields listed on Schedule Ito ExhibitA hereto and the initial offering
prices are reasonable under customary standards in the applicable tax-exempt market.
3.3 Funds and Accounts. The following Funds and Accounts relating to the
1994 Bonds have been established:
LA1-69477.4 7
Revenue Fund
Capitalized Interest Account
Interest Account
Principal Account
Sinking Account
Reserve Account
Redemption Account
Rebate Fund
Acquisition Fund
Surplus Account
Penalty Account (See Section 5.4.3 hereof)
Costs of Issuance Fund
Neither the City and the Authority nor any other person benefitting from the issuance of the
1994 Bonds expects to use any fund or account other than the Bona Fide Debt Service Funds and the
Reserve Account, directly or indirectly, to pay principal of or interest on the 1994 Bonds. Other than
the Bona Fide Debt Service Funds and the Reserve Account, no fund or account, however established,
is pledged as security for the 1994 Bonds such that there is a reasonable assurance that amounts held
in such other fund or account will be available if needed to pay debt service on the 1994 Bonds.
3.4 Issue Price Proceeds. Issue Price Proceeds in the amount of $777,459.01 will
be retained by the Underwriters as underwriters' discount. Issue Price Proceeds in the amount of
$1,091,000.00 will be used to pay for the Guarantee. The remaining Issue Price Proceeds, in the
amount of $109,504,139.27 will be deposited in the following funds and accounts in the following
amounts:
Interest Account
(Accrued Interest) $ 315,258.63
Capitalized Interest Account 7,219,667.07
Reserve Account 9,227,812.50
Costs of Issuance Fund 400,000.00
Acquisition Fund 92,341,401.07
$109,504,139.27
3.5 Investment Proceeds.
3.5.1 Investment Proceeds earned on amounts held in the Rebate Fund will
be retained in the Rebate Fund.
3.5.2 Investment Proceeds earned on the Reserve Account will be retained
in the Reserve Account so long as amounts on deposit in the Reserve Account are less than the
Reserve Requirement. Subject to the foregoing sentence, all Investment Proceeds earned on amounts
held in the Reserve Account will be (i) (prior to the completion of the Project) transferred to the
Acquisition Fund, and (ii) (on and after the completion of the Project)transferred to the Revenue Fund.
3.5.3 Except as set forth in Sections 3.5.1 and 3.5.2 above, Investment
Proceeds earned on all Funds and Accounts relating to the 1994 Bonds will be (i) (prior to the
completion of the acquisition, construction, and installation of the Project) deposited in the Acquisition
LA1-69477,4 8
Fund, and (ii) (on and after the completion of the acquisition, construction, and installation of the
Project) deposited in the Revenue Fund.
3.6 No Replacement Proceeds/No Other Replacement Proceeds.
3.6.1 Neither the City and the Authority nor any related persons will use any
proceeds of the 1994 Bonds directly or indirectly to replace funds of the City and the Authority or any
related persons that are used directly or indirectly to acquire investment property reasonably expected
to produce a yield materially higher than the yield on the 1994 Bonds.
3.6.2 The City and the Authority reasonably expect that the term of the
1994 Bonds is no longer than is reasonably necessary for the governmental purposes of the
1994 Bonds.
3.6.3 Weighted Average Maturity/Remaining Useful Life.
(i) The weighted average maturity of the 1994 Bonds is
22.312 years, as set forth by the Underwriters on Exhibit A attached hereto.
(ii) The Project consists of buildings and similar facilities (see
Section 1 .7 hereof). Under Revenue Procedure 62-21, 1962-2 C.B. 418, a building has an
expected economic life of 40 years as of the date it is placed in service. None of the elements
of the Project has been placed in service as of the date hereof. Accordingly, one hundred and
twenty percent (120%) of the remaining expected economic life of the Project is 48 years.
Accordingly,the weighted average maturity of the 1994 Bonds
does not exceed one hundred and twenty percent (120%) of the remaining average remaining
reasonably expected economic life of the assets financed or refinanced with proceeds of the
1994 Bonds.
3.7 No Overissuance. Proceeds from the sale of the 1994 Bonds, taking into
account anticipated investment income thereon until expended, do not exceed the amount necessary
(i) to pay certain capital costs of the Project; (ii) to fund a debt service reserve fund with respect to
the 1994 Bonds; (iii) to pay the fee for the Guarantee; and (iv) to pay costs of issuance.
3.8 Bona Fide Debt Service Funds. The Bona Fide Debt Service Funds will be used
primarily to achieve a proper matching of revenues and debt service within each bond year. With
respect to the Bona Fide Debt Service Funds: (i) to the extent amounts are deposited therein, the Bona
Fide Debt Service Funds will be depleted at least once a year except for a carryover amount not to
exceed the greater of one-twelfth of annual debt service or one year's earnings on such Funds in the
aggregate; (ii) any amounts contributed to such Funds will be spent within thirteen (13) months of the
date of such contribution to pay debt service on the 1994 Bonds; and (iii) any amount received from
the investment or reinvestment of moneys held in such Funds will be spent within one year of receipt
thereof. Amounts in the Bona Fide Debt Service Funds will be invested without regard to yield.
3.9 Rebate Fund. The City and the Authority have covenanted or hereby covenant
not to use moneys on deposit in any fund or account in connection with the 1994 Bonds in a manner
which will cause the 1994 Bonds to be arbitrage bonds within the meaning of Section 148 of the
Code. To that end, the Rebate Fund is created pursuant to the Indenture. The amount required to be
held in the Rebate Fund at any point in time is determined pursuant to the requirements of the Code,
including particularly Section 148(f) of the Code and the regulations applicable thereto. Moneys in the
Rebate Fund are neither pledged to nor expected to be used to pay debt service on the 1994 Bonds.
Issue Price Proceeds and Investment Proceeds are not expected to be held in the Rebate Fund. Any
LA1-69477.4 9
Issue Price Proceeds and Investment Proceeds that are nonetheless held in the Rebate Fund must be
yield-restricted to the extent that such Issue Price Proceeds and Investment Proceeds exceed the Minor
Portion). Issue Price Proceeds and Investment Proceeds held in the Rebate Fund that do not exceed
the Minor Portion, together with any other amounts in the Rebate Fund, will be invested without regard
to yield.
3.10 Reserve Account. Except for withdrawals because of overfunding, all amounts
held in the Reserve Account may be used solely for paying debt service on the 1994 Bonds. At no
time will the amount in the Reserve Account exceed the least of (i) 10 percent of the stated principal
amount of the 1994 Bonds, (ii) the maximum annual principal and interest requirements on the
1994 Bonds, or (iii) 125 percent of the average annual principal and interest requirements on the
1994 Bonds. For these purposes, if the 1994 Bonds have more than a De Minimis Amount of original
issue discount or premium, then the issue price of the 1994 Bonds (net of pre-issuance accrued
interest) is used to measure the 10 percent limitation in lieu of its stated principal amount. The amount
of the Reserve Requirement is customary for issues of the same type as the 1994 Bonds, as
represented by the Underwriters (see ExhibitA hereto) and the Guarantor (see Exhibit B hereto).
Amounts held in the Reserve Account will be invested without regard to yield.
3.11 Three-Year Temporary Period.
3.11.1 The City and the Authority reasonably expect that 85 percent or more
of the Net Sale Proceeds of the 1994 Bonds will be allocated to expenditures on capital projects within
three years after the Closing Date.
3.11.2 The City or the Authority have incurred or expect to incur within six
months after the Closing Date a substantial binding obligation to a third party involving an expenditure
of at least 5 percent of the Net Sale Proceeds of the 1994 Bonds on capital projects.
3.11.3 The City and the Authority reasonably expect that acquisition and
construction of the Project and the allocation of the Net Sale Proceeds of the 1994 Bonds will proceed
with due diligence to completion.
Amounts deposited in the Acquisition Fund and the Costs of Issuance Fund will be used to reimburse
the City and/or the Authority for costs chargeable to the capital accounts of the Project (or that would
be so chargeable with a proper election) or to pay certain costs of issuing the 1994 Bonds. All
proceeds of the 1994 Bonds deposited in the Acquisition Fund and the Costs of Issuance Fund will be
invested without regard to yield until three years after the Closing Date.
3.12 No Abusive Arbitrage Device. The 1994 Bonds are not and will not be part of
a transaction or series of transactions (i) that attempts to circumvent the provisions of Section 148
of the Code, or any successor thereto, and the regulations promulgated thereunder or under any
predecessor thereto, enabling the City and the Authority or any related person to exploit the difference
between tax-exempt and taxable interest rates to gain a material financial advantage, and (ii) that
increases the burden on the market for tax-exempt obligations in any manner, including, without
limitation, by selling bonds that would not otherwise be sold, or selling more bonds, or issuing bonds
sooner, or allowing bonds to remain outstanding longer, than otherwise would be necessary.
3.13 No Expected Sale. It is not expected that the assets comprising Project will be
sold or otherwise disposed of before the last scheduled maturity of the 1994 Bonds.
LA1-69477.4 10
Iv.
Yield and Yield Restriction
4.1 Yield with Respect to the 1994 Bonds.
4.1.1 In General. For purposes of this Tax Certificate, yield is calculated as
set forth in Code Section 148(b) and Treasury Regulations Sections 1 .148-4 and 1.148-5. Thus, yield
generally means that discount rate which when used in computing the present value of all
unconditionally payable payments representing principal and interest with respect to an obligation and
the cost of qualified guarantees (if any) paid and to be paid with respect to such obligation produces
an amount equal to the issue price of the obligation. The yield on the 1994 Bonds shall be determined
on an aggregate basis by treating all payments of principal and interest with respect to the 1994 Bonds
as if paid with respect to a single obligation issued on the Closing Date for an amount equal to the
issue price of the 1994 Bonds. The City and the Authority certify that the issue price of the
1994 Bonds is equal to the amount of the Issue Price Proceeds, which issue price represents the price
at which the 1994 Bonds were sold to the first buyers of the 1994 Bonds (excluding bond houses,
brokers and other intermediaries) as represented by the Underwriters in Exhibit A hereto. The interest
rate with respect to certain of the 1994 Bonds is variable. Accordingly, the yield of the 1994 Bonds
can not be computed at this time.
4.1.2 Qualified Guarantee. For purposes of the yield calculation described in
Section 4.1.1 above, the amount paid for the Guarantee has been treated as a qualified guarantee on
the 1994 Bonds, because the present value of the amounts paid for the Guarantee is less than the
present value of the expected reduction in the interest cost as a result of the Guarantee based on the
advice of the Underwriters (as set forth in Exhibit A) and the Guarantor (as set forth in Exhibit B).
4.1.3 Qualified Hedging Transaction. Pursuant to Treasury Regulations
Section 1.148-4(h)(1),for purposes of the yield calculation described in Section 4.1.1 above,payments
made or received by the City or the Authority with respect to the ARS and the IRS shall be taken into
account. Such treatment is based on the following representations, certifications, and covenants: .
(i) the ARS are hedges entered into primarily to reduce the City's and the
Authority's risk of interest rate changes with respect to the IRS; the IRS are hedges entered
into primarily to reduce the City's and the Authority's risk of interest rate changes with respect
to the ARS;
(ii) the ARS do not contain a significant investment element because
payments with respect to the ARS correspond exactly in time and amount to the interest
payments with respect to the IRS; the IRS do not contain a significant investment element
because payments with respect to the IRS correspond exactly in time and amount to the
interest payments with respect to the ARS;
the ARS provide a hedge for all of the IRS; the IRS provide a hedge for
all of the ARS;
(iv) changes in value of the ARS and the IRS will be based exclusively on
interest rate changes;
(v) the ARS do not hedge an amount larger than the City's and the
Authority's risk with respect to the IRS; the IRS do not hedge an amount larger than the City's
and the Authority's risk with respect to the ARS;
LA1-69477.4 1
(vi) the payments to the City or the Authority with respect to the ARS
correspond exactly, in both time and amount, to the specific interest payments being hedged
with respect to the IRS; the payments to the City or the Authority with respect to the IRS
correspond exactly, in both time and amount, to the specific interest payments being hedged
with respect to the ARS;
(vii) payments have not begun to accrue with respect to the ARS on a date
earlier than the sale date of the ARS and will not accrue longer than the hedged interest
payments on the ARS; payments have not begun to accrue with respect to the IRS on a date
earlier than the sale date of the IRS and will not accrue longer than the hedged interest
payments on the IRS;
(viii) the payments with respect to the ARS are reasonably expected to be
made from the same source of funds that, absent the IRS, would be reasonably expected to
be used to pay principal and interest on the ARS; the payments with respect to the IRS are
reasonably expected to be made from the same source of funds that, absent the ARS, would
be reasonably expected to be used to pay principal and interest on the IRS;
(ix) the City and the Authority hereby official identify the ARS and the IRS
and will identify the ARS and the IRS on their books and records maintained for the
1994 Bonds (such identification will specify the terms of the ARS and the IRS, and the
1994 Bonds) and will note the existence of the ARS and the IRS on all forms filed with the
Internal Revenue Service for the 1994 Bonds after the Closing Date (including Forms 8038 and
8038-T, if any); and
(x) the ARS and the IRS will be accounted for in accord with the
requirements of Treasury Regulations Section 1.148-4(h)13).
4.2 Yield with Respect to Investments of 1994 Bond Proceeds.
4.2.1 Yield Restriction. Unless otherwise authorized by an Opinion of Counsel,
all proceeds of the 1994 Bonds (other than proceeds of the 1994 Bonds invested as part of the Minor
Portion or pursuant to the yield restriction exceptions set forth in Sections 3.8, 3.10, and 3.11 above)
will be invested either (i) in assets that are not Investment Property or (ii) in Investment Property with
a yield not exceeding the yield on the 1994 Bonds.
4.2.2 Yield Reduction Payments. For purposes of determining the yield on the
Investment Property, any amount paid to the United States in accordance with Treasury Regulations
Section 1,148-5(c) is treated as a payment for such Investment Property that reduces the yield on such
Investment Property. Treasury Regulations Section 1.148-5(c) provides, inter alia, that (i) yield
reduction payments are generally to be made at the same time and in the same manner as rebate
payments are required to be paid (see Section 5.5 hereof) or at such other time or in such other
manner as the Commissioner of Internal Revenue may provide; and (ii) yield reduction payments may
be made with respect to Nonpurpose Investments allocable to proceeds of the 1994 Bonds that
qualified for the Three-Year Temporary Period or the One-Year Temporary Period.
Ln1-69477.4 12
V.
Rebate
5.1 Undertakings. The City and the Authority have covenanted, or hereby covenant,
to comply with certain requirements of the Code relating to the Rebate Requirement as discussed in
this Article V. The City and the Authority acknowledge that the United States Department of the
Treasury has issued regulations with respect to certain of these undertakings, including the proper
method for computing whether any rebate amount is due the federal government under Section 148(f)
of the Code (Treasury Regulations Sections 1.148-0 through 1 .148-11 and 1.150-1). The City and
the Authority covenant that they will undertake to determine precisely what is required with respect
to the rebate provisions contained in Section 148(f) of the Code and said regulations from time to time
and will comply with any requirements that may be applicable to the 1994 Bonds. Except to the
extent inconsistent with any requirements of the Code or the regulations or future regulations, the City
and the Authority will undertake the methodology described in this Tax Certificate.
5.2 Rebate Fund. A special fund designated the "Rebate Fund" has been established
pursuant to the Indenture. The City and the Authority have agreed in the Indenture to keep the Rebate
Fund separate and apart from all other funds and moneys held by any of the Trustee, the City, or the
Authority.
5.3 Recordkeeping. The City and the Authority shall maintain or cause to be
maintained detailed records with respect to each Nonpurpose Investment attributable to Gross
Proceeds of the 1994 Bonds, including: (a) purchase date; (b) purchase price; (c) information
establishing fair market value on the date such investment became a Nonpurpose Investment; (d) any
accrued interest paid; (e) face amount; (f) coupon rate; (g) periodicity of interest payments;
(h) disposition price; (i) any accrued interest received; and (j) disposition date. Such detailed
recordkeeping is required to facilitate the calculation of the Rebate Requirement.
5.4 Exceptions to the Rebate Requirement.
5.4.1 Bona Fide Debt Service Funds. Subject to the representations and
certifications made in Section 3.8 of this Tax Certificate, no rebate calculations will need to be made
with respect to any moneys in the Bona Fide Debt Service Funds in any Bond Year.
5.4.2 Penalty in Lieu of Rebate Election.
(i) In General. Under the authority of Code Section 148(f)(4)(C)(vii) and
Treasury Regulations Section 1.148-7(k)(1), the City and the Authority hereby elect to pay the one and
one-half percent penalty in lieu of arbitrage rebate (the "Penalty") with respect to any Available
Construction Proceeds that are not spent according to the following two-year spenddown schedule (the
"Two-Year Expenditure Schedule"):
End of first six months 10%
End of first year 45%
End of first 18 months 75%
End of second year and thereafter 100%
The City and the Authority covenant that the City and the Authority will pay, or cause
to be paid, the Penalty (being 1.5 percent times the underexpended proceeds as of the end of each
of six-month spending period following the Closing Date, including each semiannual period after the
end of the fourth spending period set forth in the Two-Year Expenditure Schedule; for each spending
period, underexpended proceeds equal the amount of Available Construction Proceeds required to be
LA1-69477.4 13
spent by the end of the spending period, less the amount actually allocated to expenditures for the
governmental purposes of the 1994 Bonds by that date). The Penalty must be paid to the United
States no later than 90 days after the end of the spending period to which it relates. The Penalty
continues to apply at the end of each spending period and each semiannual period thereafter until the
earliest of the following: (A) the termination of the Penalty under Treasury Regulations Section 1.148-
7(l); (B) the expenditure of all the Available Construction Proceeds; or (C) the last stated final maturity
date of bonds that are part of the 1994 Bonds and any bonds that refund those bonds.
(ii) Termination of the Penalty After the End of the Initial Temporary
Period. The City and the Authority may terminate the Penalty after the initial temporary period (a
"Post-Temporary Period Termination") if--
(A) Not later than 90 days after the earlier of the end of the
initial temporary period or the date construction is substantially completed, the City and the Authority
elect to terminate the Penalty; provided that solely for this purpose, the initial temporary period may
be extended by the City and the Authority to a date ending 5 years after the Closing Date;
(B) Within 90 days after the end of the initial temporary period,
the City and the Authority pay a penalty equal to 3 percent of the unexpended available construction
proceeds determined as of the end of the initial temporary period, multiplied by the number of years
(including fractions of years computed to 2 decimal places) in the initial temporary period;
(C) For the period beginning as of the close of the initial
temporary period, the unexpended Available Construction Proceeds are not invested in higher yielding
investments; and
(D) On the earliest date on which the 1994 Bonds may be called
or otherwise redeemed, with or without a call premium, the unexpended Available Construction
Proceeds as of that date (not including any amount earned after the date on which notice of the
redemption was required to be given) must be used to redeem the 1994 Bonds. Amounts used to pay
any call premium are treated as used to redeem bonds. This redemption requirement may be met by
purchases of bonds by the City and the Authority on the open market at prices not exceeding fair
market value. A portion of the annual principal payment due on serial bonds of a construction issue
may be paid from the unexpended amount, but only in an amount no greater than the amount that
bears the same ratio to the annual principal due that the total unexpended amount bears to the issue
price of the construction issue.
(iii) Termination of the Penalty Before the End of the Initial Temporary
Period. If the Project is substantially completed before the end of the initial temporary period, the City
and the Authority may elect to terminate the Penalty before the end of the initial temporary period (a
"Pre-Temporary Period Termination") if--
(A) Before the close of the initial temporary period and not later
than 90 days after the date the construction is substantially completed, the City and the Authority
elect to terminate the Penalty;
(B) The election identifies the amount of Available Construction
Proceeds that will not be spent for the governmental purposes of the 1994 Bonds; and
(C) The City and the Authority have met all of the conditions
for a Post-Temporary Period Termination, applied as if the initial temporary period ended as of the date
the required election for a Pre-Temporary Period Termination is made. That penalty termination
election satisfies the required election for a Post-Temporary Period Termination.
LA1-69477.4 14
5.4.3 Penalty Account. The City and the Authority hereby agree to cause to
be established, and agree to cause to be maintained for the purposes set forth in this Section 5.4.3,
a "Penalty Account" within the Acquisition Fund. The City and the Authority will cause the positive
arbitrage, calculated as set forth in Section 5.5 hereof, earned with respect to investment of amounts
held in the Acquisition Fund to be deposited in the Penalty Account. Amounts deposited in the Penalty
Account will be used (i) first, to pay Penalty, and (ii) second, to the extent no Penalty liability exists
or will exist, to pay costs of the Project. As forth in Section 5.9 hereof, the City and the Authority
have retained or will retain a qualified firm to perform, on or about the end of each of the six month
periods set forth in Section 5.4.2 above, such calculations as necessary to determine the amount of
Penalty, if any, that must be paid to the United States with respect to such six month period. The City
and the Authority covenant that they will take such steps as necessary to ensure that such Penalty
is paid in a timely fashion.
5.5 Rebate Requirement Calculation and Payment.
5.5.1 The City and the Authority hereby covenant to prepare or cause to be
prepared in a reasonable and prudent fashion an annual calculation of the Rebate Requirement
consistent with the rules described in this Section 5.5. (The interim calculations not falling at the close
of the periods referred to in Section 5.5.3 below may be made as of the close of the Bond Years
involved or as of other dates more convenient to the City and the Authority and such dates shall be
treated as the close of Bond Years for purposes of this Section 5.5.) The City and the Authority will
complete the annual calculation of the Rebate Requirement within 55 days after the close of each Bond
Year and within 55 days after the first date on which there are no outstanding 1994 Bonds.
Concurrent with the preparation of such calculation, the City and the Authority shall deposit in the
Rebate Fund an amount which when added to amounts already on deposit therein will equal the Rebate
Requirement or, if appropriate, decrease the sum held in the Rebate Fund to the Rebate Requirement.
5.5.2 For purposes of calculating the Rebate Requirement (i) the aggregate
amount earned with respect to a Nonpurpose Investment shall be determined by assuming that the
Nonpurpose Investment was acquired for an amount equal to its fair market value (determined as
provided in Section 1.148-5(d)(6) of the Treasury Regulations as applicable) at the time it becomes a
Nonpurpose Investment, and (ii) the aggregate amount earned with respect to any Nonpurpose
Investment shall include any unrealized gain or loss with respect to the Nonpurpose Investment (based
on the assumed purchase price at fair market value and adjusted to take into account amounts received
with respect to the Nonpurpose Investment and earned original issue discount or premium) on the first
date when there are no outstanding 1994 Bonds or when the investment ceases to be a Nonpurpose
Investment. Any amounts held in any Bona Fide Debt Service Fund shall be excluded from the Rebate
Calculation.
5.5.3 The City and the Authority shall pay to the United States Department
of the Treasury from the Rebate Fund, not later than 60 days after the end of the fifth Bond Year and
each succeeding fifth Bond Year, an amount equal to 90 percent, and not later than 60 days after the
first date when there are no outstanding 1994 Bonds, an amount equal to 100 percent of the Rebate
Requirement (determined as of the first date when there are no outstanding 1994 Bonds) plus any
actual or imputed earnings on such Rebate Requirement, all as set forth in Section 1.148-3 of the
Treasury Regulations.
5.5.4 Each payment required to be made pursuant hereto shall be filed with
the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255, on or before the date such
payment is due, and shall be accompanied by Form 8038-T. The City and the Authority shall retain
records of the calculations required by this Section 5.5 until 6 years after the retirement of the last of
the 1994 Bonds.
LA1-69477.4 15
5.6 Investments and Dispositions.
5.6.1 General Rule. No Investment Property may be acquired with Gross
Proceeds for an amount (including transaction costs, except as otherwise provided in Section 1 .148-
5(e) of the Treasury Regulations) in excess of the fair market value of such Investment Property. No
Investment Property may be sold or otherwise disposed of for an amount (including transaction costs,
except as otherwise provided in Section 1 .148-5(e) of the Treasury Regulations) less than the fair
market value of the Investment Property.
5.6.2 Fair Market Value. In general, the fair market value of any
Investment Property is the price at which a willing buyer would pay to a willing seller to acquire the
Investment Property, with no amounts paid to artificially reduce or increase the yield on such
Investment Property. This Section 5.6 sets forth certain safe harbors for determining fair market value.
Other methods may be used to establish fair market value, provided, however, that such methods
comply with the requirements of Section 1 .148-5(d)(6) of the Treasury Regulations.
5.6.3 Arm's Length Purchase and Sale. If Investment Property is acquired
pursuant to an arm's length transaction without regard to any amount paid to reduce the yield on the
Investment Property, the fair market value of the Investment Property shall be the amount paid for the
Investment Property (without increase for transaction costs, except as otherwise provided in
Section 1.148-5(e) of the Treasury Regulations). If Investment Property is sold or otherwise disposed
of in an arm's length transaction without regard to any reduction in the disposition price to reduce the
Rebate Requirement, the fair market value of the Investment Property shall be the amount realized from
the sale or other disposition of the Investment Property (without reduction for transaction costs, except
as otherwise provided in Section 1 .148-5(e) of the Treasury Regulations).
5.6.4 United States Treasury Securities -State and Local Government Series.
If a United States Treasury obligation is acquired directly from or disposed of directly to the United
States Department of the Treasury (as in the case of the United States Treasury Securities - State and
Local Government Series ("SLGS") obligations), such acquisition or disposition shall be treated as
establishing a market for the obligation and as establishing the fair market value of the obligation.
5.6.5 Investment Contracts. The purchase price of any Investment Property
acquired pursuant to an investment contract (within the meaning of Section 1 .148-5(d)(6)(iii) of the
Treasury Regulations) shall be determined as provided in this Section 5.6.5. No investment contract
shall be acquired with Gross Proceeds unless the requirements of this Section are satisfied. With
respect to any investment contract the City and the Authority will obtain from any provider of the
investment contract, broker thereof or other party, such information, certification or representation as
will enable the City and the Authority to determine that the requirements of this Section 5.6.5 are
satisfied.
The purchase price of an investment contract will be considered to be fair market value
if:
(i) the City and the Authority have made (or have had made on
their behalves) a bona fide solicitation for the investment contract. The solicitation
must have specified the material terms of the investment contract, including the
collateral security requirements for the investment contract, if any, and, unless the
moneys invested pursuant to such investment contract will be held in a float fund or
reasonably required reserve or replacement fund, the City's reasonably expected
drawdown schedule for the moneys to be invested;
LA1-69477.4 16
VI.
Other Matters
6.1 The undersigned are authorized representatives of the City and the Authority,
respectively, and are acting for and on behalf of the City and the Authority, respectively, in executing
this Tax Certificate. To the best of the knowledge and belief of the undersigned, there are no other
facts, estimates or circumstances that would materially change the expectations as set forth herein,
and said expectations are reasonable.
6.2 Notwithstanding any provision of this Tax Certificate, the City and the Authority
may amend this Tax Certificate and thereby alter any actions allowed or required by this Tax Certificate
if such amendment is based on an Opinion of Counsel.
Dated: March 23, 1994
THE CITY OF SANTA.NA`
By k- _4; ,
Authorized Representative
SANTA ANA FINANCING AUTHORITY
By
Authorized Representative
LA1-69477.1
Exhibit A
CERTIFICATE OF THE UNDERWRITERS
Relating to the $107,399,438.50
Santa Ana Financing Authority
Police Administration and Holding Facility Lease Revenue Bonds,
Series 1994A
Smith Barney Shearson, Inc., Prudential Securities Incorporated, and Rauscher
Pierce Refsnes Inc. (the "Underwriters") has acted as underwriters to the City of Santa Ana
(the "City") and the Santa Ana Financing Authority (the "Authority") in connection with the
execution and delivery of the captioned bonds (the "1994 Bonds") and hereby certify and
represent the following:
/. Tax Certificate and Agreement.
We have read the Tax Certificate and Agreement (the "Tax Certificate") to
which this Exhibit A is attached and confirm the statements therein relating to the
1994 Bonds, the reoffering prices of the 1994 Bonds, and the Reserve Account.
//. Issue Price.
A. As of March 8, 1994 (the "Sale Date"),the Underwriters had offered or
reasonably expected to offer all of the 1994 Bonds to the general public (excluding bond
houses, brokers, or similar persons acting in the capacity of underwriter or wholesalers) in a
bona fide public offering at the prices or yields shown on Schedule I attached hereto.
B. The prices shown on Schedule I attached hereto represent fair market
price of the 1994 Bonds as of the Sale Date.
C. As of the date of this certificate, at least 10 percent of each maturity of
the 1994 Bonds actually has been sold to the general public at the prices shown on Schedule I
attached hereto.
///. Weighted Average Maturity.
The weighted average maturity of the 1994 Bonds is 22.312 years.
IV. Qualified Guarantee.
As of the date the Guarantee (as defined in Section 1.3 of the Tax Certificate) was
obtained, the present value of the fee for the Guarantee is less than the present value of the
expected interest savings on the Obligation as a result of the Guarantee.
LA1-89477.4 A-1
V. Reserve Requirement.
The amount of the Reserve Requirement is reasonably required in that it was a material
factor in selling the 1994 Bonds at the lowest possible yield, and it is reasonable and
customary in marketing similar issues of governmental obligations.
Dated: March 23, 1994.
SMITH BARNEY SHEARSON, INC.
For Itself and as Representative of the Underwriters
y
Authorized Representative
LA1-69477.2 A-2
Schedule /
Maturity Principal Interest
(July 1) Amount Rate Price
2001 $ 185,878.80 0.000%* 100.000%
2002 499,529.80 0.000* 100.000
2003 784,029.90 0.000* 100.000
2004 1 ,820,000.00 5.250 99.208
2005 2,465,000.00 5.300 98.740
2006 3,075,000.00 5.400 98.668
2007 3,240,000.00 5.500 98.602
2008 3,420,000,00 5.600 99.022
2009 3,610,000.00 5.625 98.730
2010 3,800,000.00 5.750** 100.000
2011 4,000,000.00 5.750** 100.000
2012 4,200,000.00 5.750** 100.000
2013 4,500,000.00 5.750** 100.000
2014 4,700,000.00 5.750** 100.000
2015 5,030,000.00 6.250 105.954
2016 5,345,000.00 6.250 105.964
2017 5,680,000.00 6.250 105.961
2018 6,035,000.00 6.250 105.945
2019 6,410,000.00 6.250 105.918
2020 6,815,000.00 6.250 105.632
2021 7,240,000.00 6.250 105.632
2022 7,690,000.00 6.250 105.632
2023 8,170,000.00 6.250 105.632
2024 8,685,000.00 6.250 105.632
$107,399,438.50
*Capital Appreciation Bonds.
**ARS and IRS.
LA1-69477.4 A-3
Exhibit B
CERTIFICATE OF THE GUARANTOR
Relating to the $107,399,438.50
Santa Ana Financing Authority
Police Administration and Holding Facility Lease Revenue Bonds,
Series 1994A
LA1-69477.4
Municipal Bond Investors
Assurance Corporation
113 King Street
Armonk,NY 10504
914 273 4545
TAX CERTIFICATE
City of Santa Ana
20 Civic Center Plaza
41 B V�, /� Santa Ana,California 92702
RE: $107,399,438.50 (Original Principal Value) $108,255,000 (Maturity Value) Santa
Ana Financing Authority, Police Administration and Holding Facility Lease
Revenue Bonds,Series 1994A
(the"Obligations")
I Mies and Gentlemen:
In connection with the issuance of the above-referenced obligations(the "Obligations"),
Municipal Bond Investors Assurance Corporation (the "Insurer") is issuing a financial
guaranty insurance policy(the"Policy")securing the payment of principal and interest on the
Obligations.
This is to advise you that:
1. The Policy is an unconditional obligation of the Insurer to pay scheduled payments
of principal and interest on the Obligations in the event of a failure to do so by the City of
Santa Ana;
2. The insurance premium in the amount of$1,091,000 represents the charge for a
transfer of credit risk and was determined in arm's length negotiations and is required to be
paid as a condition to the issuance of the Policy;
3. No portion of such premium represents an indirect payment of costs related to the
issuance of the Obligations other than the transfer of credit risk;
4. The Insurer does not reasonably expect that it will be called upon to make any
payment under the Policy;and -
5. To the extent the Insurer is called upon to make any payment under the Policy,the
Insurer reasonably expects to pursue all available legal remedies to secure reimbursement for
such payment.
Dated:March 23, 1994.
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
)44 •
Assistant Secretary
Exhibit C
Useful Life Information
See Section 3.6.3 of the Tax Certificate and Agreement
wi-ssan.a C-1
RECEIPT FOR PURCHASE PRICE
The undersigned, Meridian Trust Company of California, as trustee of the Santa
Ma Financing Authority (the "Authority") for the Authority's Police Administration and
Holding Facility Lease Revenue Bonds, Series 1994A (the "Bonds"), does hereby certify that
on the date set forth below it did receive from Smith Barney Shearson Inc., as representative
of the underwriters of the Bonds, the purchase price of the following securities less the bond
insurance premium in the amount of $1,091,000.00 paid to Municipal Bond Investors
Assurance Corporation, to wit:
Title of Bonds: Santa Ana Financing Authority Police Administration and
Holding Facility Lease Revenue Bonds, Series 1994A
Principal Amount: $107,399,438.50
Date of Bonds: March 1, 1994, with respect to the Current Interest Bonds,
and the date hereof, with respect to the Capital
Appreciation Bonds, the Auction Rate Securities Bonds
and the Inverse Rate Securities Bonds
Said Bonds mature and bear interest as set forth in the schedule attached hereto
as Schedule A.
The purchase price, as represented by Smith Barney Shearson Inc., being
computed as follows, to wit:
Principal Amount $107,399,438.50
Original Issue Premium 3,657,901.15
Accrued Interest
(March 1 to March 23, 1994) 315,258.63
Less: Underwriter's Discount ( 777,459.01)
Total Purchase Price $110,595,139,27
The total amount received from Smith Barney Shearson Inc., being computed as
follows, to wit:
Total Purchase Price $110,796,416.47
Less: Insurance Premium Amount ( 1,091,000.00)
Total Amount Received $109,504,139.27
LA1-69935.3
Said accrued interest was computed from March 1, 1994, to March 23, 1994, the date
of the delivery of said Bonds to Smith Barney Shearson Inc., as representative of the
underwriters of the Bonds from the Authority.
Dated: March 23, 1994.
MERIDIAN ''RUST COMPANY OF
CALIFORNIA, as Trustee
AuthoriAd-Signatory
LA1-69935.3 2
SCHEDULE A
CAPITAL APPRECIATION BONDS
Maturity Date Initial Interest
(July 1) Amount Rate
2001 $185,878.80 0.00%
2002 499,529.80 0.00
2003 784,029.90 0.00
CURRENT INTEREST BONDS
Maturity Date Principal Interest
(July 1) Amount Rate
2004 $1,820,000 5.250%
2005 2,465,000 5.300
2006 3,075,000 5.400
2007 3,240,000 5.500
2008 3,420,000 5.600
2009 3,610,000 5.625
2015 5,030,000 6.250
2016 5,345,000 6.250
2017 5,680,000 6.250
2018 6,035,000 6.250
2019 6,410,000 6.250
2024 38,600,000 6.250
AUCTION RATE SECURITIES BONDS
Maturity Date Principal Interest
(July 1) Amount Rate
2014 $10,600,000 Variable
INVERSE RATE SECURITIES BONDS
Maturity Date Principal Interest
(July 1) Amount Rate
2014 $10,600,000 Variable
LA1-69935.3
RECEIPT FOR BONDS
The undersigned, as representative of the underwriters from the Santa Ana
Financing Authority (the "Authority") of the Bonds hereinafter described, does hereby certify
that on the date set forth below the undersigned did receive the following securities, to wit:
Title of Bonds: Santa Ana Financing Authority Police Administration and
Holding Facility Lease Revenue Bonds, Series 1994A
Principal Amount: $107,399,438.50
Date of Bonds: March 1, 1994, with respect to the Current Interest Bonds,
and the date hereof, with respect to the Capital
Appreciation Bonds, the Auction Rate Securities Bonds
and the Inverse Rate Securities Bonds
Said Bonds mature and bear interest as set forth in the schedule attached hereto
as Schedule A.
Said Bonds have been checked, inspected and approved by the undersigned.
Dated: March 23, 1994.
SMITH BARNEY SHEARSON INC.,
as representative
C"'"<"
Authorized Signatory
LA 1-69935.3
SCHEDULE A
CAPITAL APPRECIATION BONDS
Maturity Date Initial Interest
(July 1) Amount Rate
2001 $185,878.80 0.00%
2002 499,529.80 0.00
2003 784,029.90 0.00
CURRENT INTEREST BONDS
Maturity Date Principal Interest
(July 1) Amount Rate
2004 $1,820,000 5.250%
2005 2,465,000 5.300
2006 3,075,000 5.400
2007 3,240,000 5.500
2008 3,420,000 5.600
2009 3,610,000 5.625
2015 5,030,000 6.250
2016 5,345,000 6.250
2017 5,680,000 6.250
2018 6,035,000 6.250
2019 6,410,000 6.250
2024 38,600,000 6.250
AUCTION RATE SECURITIES BONDS
Maturity Date Principal Interest
(July 1) Amount Rate
2014 $10,600,000 Variable
INVERSE RATE SECURITIES BONDS
Maturity Date Principal Interest
(July 1) Amount Rate
2014 $10,600,000 Variable
LAI-69935.3
BOOK-ENTIt -ONLY MUNICIPAL BONDS
Letter of Representations
SANTA ANA FINANCING AUTHORITY
i Nameoi Issuer
MERIDIAN TRUST COMPANY OF CALIFORNIA
[Name e of Agent j
March 23 , 1994
D,,te•
Attention: General Counsel's Office
The Depository Trust Company
55 Water Street;49th Floor
New York, NY 10041-0099
Re: Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds, Series 1994A
(Issue Description)
Ladies and Gentlemen:
This letter sets forth our understanding with respect to certain matters relating to the
above-referenced issue (the"Bonds"). Agent will act as trustee, paying agent, fiscal agent, or other
agent of Issuer with respect to the Bonds. The Bonds will be issued pursuant to a trust indenture,
bond resolution, or other such document authorizing the issuance of the Bonds dated
March 1 , 1991 (the "Document"). Smith Barney Shearson
("Underwriter")
is distributing the Bonds through The Depository Trust Company("DTC").
To induce DTC to accept the Bonds as eligible for deposit at DTC, and to act in accordance
with its Rules with respect to the Bonds, Issuer and Agent, if any, make the following
representations to DTC:
s
a
I. Prior to closing on the Bonds on March 23 Igy 4 , there shall be deposited with
DTC one Bond certificate registered in the name of DTC's nominee. Cede & Co.. for each stated
matnnnh of the Bonds in the face amounts set forth on Schedule A hereto. the total of which
represents U0t)9c of the principal amount or such Bonds. If. however, the aggregate principal
amount of any maturity exceeds S150 million, one certificate will be issued with respect to each
8150 million of principal amount and an additional certificate will be issued with respect to any
remaining principal amount. Each S150 million Bond certificate shall bear the following legend:
Unless this certificate is presented by an authorized representative of The Depository Trust
Company, a New York corporation ("DTC"), to Issuer or its agent for registration of transfer,
exchange,or payment. and any certificate issued is registered in the name of Cede &Co. or in
such other name as is requested by an authorized representative of DTC (and any payment is
made to Cede &Co.or to such other entity as is requested by'an authorized representative of
DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered
owner hereof,Cede&Co.,has an interest herein.
2. In the event of any solicitation of consents from or voting by holders of the Bonds, Issuer or
Agent shall establish a record date for such purposes(with no provision for revocation of consents or
votes by subsequent holders) and shall, to the extent possible, send notice of such record date to
DTC not less than 15 calendar days in advance of such record date.
3. In the event of a full or partial redemption or an advance refunding of part of the outstanding
Bonds, Issuer or Agent shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established under the refunding; and
(c) the date such notice is to be mailed to beneficial owners or published (the "Publication Date").
Such notice shall be sent to DTC by a secure means (e.g., legible telecopy, registered or certified
mail, overnight delivery) in a timely manner designed to assure that such notice is in DTC's
possession no later than the close of business on the business day before the Publication Date.
Issuer or Agent shall forward such notice either in a separate secure transmission for each CUSIP
number or in a secure transmission for multiple CUSIP numbers (if applicable) which includes a
manifest or List of each CUSIP submitted in that transmission. (The party sending such notice shall
have a method to verify subsequently the use of such means and the timeliness of such notice.)The
Publication Date shall be not less than 30 days nor more than 60 days prior to the redemption date
or,in the case of an advance refunding,the date that the proceeds are deposited in escrow.
4. In the event of an invitation to tender the Bonds, notice by Issuer or Agent to Bondholders
specifying the terms of the tender and the Publication Date of such notice shall be sent to DTC by a
secure means in the manner set forth in the preceding Paragraph.
5.All notices and payment advices sent to DTC shall contain the CUSIP number of the Bonds.
6. Notices to DTC pursuant to Paragraph 2 by telecopy shall be sent to DTC's Reorganization
Department at (212) 709-6896 or (212) 709-6897, and receipt of such notices shall be
confirmed by telephoning(212) 709-6870. Notices to DTC pursuant to Paragraph 2 by mail or by
any other means shall be sent to:
Supervisor; Proxy
Reorganization Department
The Depository Trust Company
7 Hanover Square;23rd Floor
New York, NY 10004-2695
-z-
•
7. Notices to DTC pursuant to Paragraph :3 be telecop' shall be sent to DTCs Call Nonticaton
Department at;516' 227-4164 or ;516 227-4190. If the part sending the notice clues not receive a
telecopc receipt from DTC confirming that the notice has been received. such park shall telephone
516i 227-4070. Notices to DTC pursuant to Paragraph .3 1w snail or by am' other means shall he
sent to:
Call Notification Department
The Depositon Trust Company
711 Stewart Avenue
Carden City, NY 11530-4719
8. Notices to DTC pursuant to Paragraph 4 and notices of other actions (including mandatory
tenders, exchanges. and capital changes) by telecopv shall be sent to DTC's Reorganization
Department at (212) 709-1093 or(212) 709-1094, and receipt of such notices shall he confirmed by
telephoning(212) 709-6884. Notices to DTC pursuant to the above by mail or by any other means
shall be sent to:
Manager; Reorganization Department
Reorganization Window
The Depository Trust Company
7 Hanover Square;23rd Floor
New York, NY 10004-2695
9. Transactions in the Bonds shall be eligible for next-day funds settlement in DTC's Next-Day
Funds Settlement("NDFS")system.
A. Interest payments shall be received by Cede & Co., as nominee of DTC, or its registered
assigns in next-day funds on each payment date (or the equivalent in accordance with
existing arrangements between Issuer or Agent and DTC). Such payments shall be made
payable to the order of Cede & Co. Absent any other existing arrangements such
payments shall be addressed as follows:
Manager;Cash Receipts
Dividend Department
The Depository Trust Company
7 Hanover Square;24th Floor
New York, NY 10004-2695
B. Principal payments shall be received by Cede&Co.,as nominee of DTC,or its registered
assigns in next-day funds on each payment date (or the equivalent in accordance with
existing arrangements between Issuer or Agent and DTC). Such payments shall be made
payable to the order of Cede&Co.,and shall be addressed as follows:
NDFS Redemption Department
The Depository Trust Company
55 Water Street;50th Floor
New York,NY 10041-0099
10. DTC may direct Issuer or Agent to use any other telephone number or address as the
number or address to which notices or payments of interest or principal may be sent.
11. In the event of a redemption,acceleration,or any other similar transaction(e.g.,tender made
and accepted in response to Issuer's or Agent's invitation) necessitating a reduction in the aggregate
principal amount of Bonds outstanding or an advance refunding of part of the Bonds outstanding,
DTC, in its discretion: (a) may request Issuer or Agent to issue and authenticate a new Bond
certificate, or(b) may make an appropriate notation on the Bond certificate indicating the date and
amount of such reduction in principal except in the case of final maturity, in which case the
certificate will be presented to Issuer or Agent prior to payment if required.
-3-
12. In the event that Issuer dewnnines that beneficial owners of Bonds shall he able to obtain
certificated Bonds. Issuer or Agent shall notify DTC of the availability of Bond certificates. In such
event. Issuer or Agent shall issue. transfer. and exchange Bond certificates in appropriate amounts.
.a required by DTC and others.
13, DTC may discontinue prodding its senices as securities depository with respect to the
Bonds at am-time by giving reasonable notice to Issuer or Agent tat which time DTC will confirm
with Issuer or Agent die aggregate principal amount of Bonds outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates evidencing Bonds to any
DTC Participant having Bonds credited to its DTC accounts.
14. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer.
Notes: Very truly yours,
A. If there is an Agent(as defined in this Letter of
Representations).Agent as well as Issuer must sign this Letter. If there is no Agent.in signing this Letter Issuer SANTA IF I ANC G ,11U QRI TY
hereself undertakes to petfotm all oi�tlte obligations set forth i I eel "t%herein.
B. Under Rules of the Municipal securities Rulemaking Bv: �L1
Board relating to"good delivery',a municipal securities _,y-1uthied IItTi U,S Sig ure
mt
dealer must be able to deteine the date that a notice of a L�iC:tCl ALV
parthdcall orof an advance refi,indin of a past of an issue is .COMPANY OF CALIFORNIA
published(the"publication date").The establishment of to enti
such a publication date is addressed in Paragraph 3 of the g
Letter.
C. Schedule B contains statements that DTC believes By:
(Authorized Officer's Signature)
accurately describe DTC,the method of effecting book-
entry transfers of securities distributed through DTC,and
certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By: /� 4 et rieu�
(Authorized Officer)
•
cc: Underwriter
Underwriter's Counsel
•
-q-
12. In the event that Issuer determines that beneficial owners of Bonds shall he able to obtain
ertificated Bonds. Issuer or Agent shall notil DTC of the availability of Bond certificates. In such
dent Issuer or Agent shall issue, transfer. and exchange Bond certificates in appropriate amounts.
as required be DTC and others.
13. DTC may discontinue providing its senices as securities depositor kith respect to the
Bonds at any time by giving reasonable notice to Issuer or Agent at which time DTC will confirm
with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such
circumstances, at DTC's request Issuer and Agent shall cooperate fully with DTC by taking
appropriate action to make available one or more separate certificates evidencing Bonds to any
DTC Participant having Bonds credited to.its DTC accounts.
14. Nothing herein shall be deemed to require Agent to advance funds on behalf of Issuer.
Notes: Very truly yours,
A. If there is an Agent (as defined in this Letter of
Representations).Agent as well as Issuer must sign this
Letter. If there is no Agent,in signing this Letter Issuer SANTA ANA FINANCING AUTHORITY
m itself undertakes to perfor all of-the obligations set forth !Issuer)
herein.
B. Under Rules of the Municipal Securities Rulemaking Bv:
Board relating to"good delivery',a municipal securities Mitl�15ijed R"I {IkSi®;aurei
dealer must be able to detemrine the date that a toilet of a ! l A1V US 1
partial call or ofana amcerefimdinyy of a part of an issue is COMPANY OF CA IF RNIA
published(the"publication date').'ihe establishment of nt
such a publication date is addressed in Paragraph 3 of the
Letter.
•
C. Schedule B contains statements that DTC believes (Authorized ignaturel •
accurately describe DTC, the method of effecting book-
entry transfers of securities distributed through DTC,and
certain related matters.
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
c
By:
(Authorized Officer)
•
CC: Underwriter
Underwriters Counsel
A
SCHEDULE A
Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds, Series 1994A
Principal Maturity Date Interest
CUSIP No. Amount (JULY 1) Rate
801109AC3 $185 , 878 . 80 2001 0 .00%
801109AD1 499 , 598 . 80 2002 0 .00
801109AE9 784 , 029 .90 2003 0 .00
801109AF6 1, 820, 000 2004 5 .250
801109AG4 2, 465, 000 2005 5 .30
801109AH2 3, 075, 000 2006 5 .40
801109AJ8 3, 240, 000 2007 5 .50
801109AK5 3, 420, 000 2008 5 . 60
801109AL3 3, 610, 000 2009 5 . 625
801109AN9 5, 030, 000 2015 6 .250
801109A58 5, 345, 000 2016 6 .250
801109AT6 5, 680, 000 2017 6 .250
801109AU3 6, 035, 000 2018 6 .250
801109AP4 6, 410, 000 2019 6 .250
801109AQ2 38, 600, 000 2024 6 .250
LA1-70454.I
March 23, 1994
The Depository Trust Company
55 Water Street
49th Floor
New York, New York 10041
Attention: General Counsel's Office
Re: Santa Ana Financing Authority Police Administration and Holding
Facility Lease Revenue Bonds, Series 1994A Auction Rate
Securities Maturing on July 1, 2014 (the "ARS") and Inverse Rate
Securities Maturing on July 2014 (the "IRS")
Ladies and Gentlemen:
The purpose of this letter is to set out certain matters relating to the
above-referenced ARS and IRS (herein collectively referred to as the "Bonds").
Meridian Trust Company of California is acting as trustee (the "Trustee") for the Santa
Ana Financing Authority (the "Issuer" ), with respect to the Bonds. The Bonds will be
issued pursuant to an Indenture, dated as of March 1, 1994 (the "Indenture"). Smith
Barney Shearson Inc. has determined with the Issuer to distribute the Bonds through The
Depository Trust Company ("DTC" ). Bank of New York is acting as Auction Agent
(the "Auction Agent" ) pursuant to the Auction Agent Agreement dated as of March 1,
1994 (the "Auction Agent Agreement") between the Auction Agent and the Trustee. The
Bank of New York (the "FAST Agent") is acting as trustee to DTC for the Bonds
pursuant to the FAST Balance Certificate Agreement("FAST Agreement")between DTC
and the FAST Agent.
Beneficial ownership of$50,000 principal amount (and integral multiples thereof)
of ARS may be Fixed with beneficial ownership of an equal principal amount of IRS.
On any Interest Payment Date:
(a) the CUSIP number of the ARS which, on any date of determination, are not
Fixed with IRS, shall be 801109AA7 for the ARS maturing on July 1, 2014 (the
"Regular ARS");
(b) the CUSIP number of the IRS which, on any date of determination, are not
Fixed with ARS, shall be 801109AB5 for the IRS maturing on July 1, 2014 (the
"Regular IRS");
LA1-69757.2
(c) the CUSIP number of the ARS and IRS which, on any date of determination,
are Fixed and which were Fixed, pursuant to a Request to Fix delivered to the Auction
Agent, on any day from, but not including, the first day of the Interest Period during
which such date of determination occurs, shall be 801109 AM1 for the ARS and IRS
maturing July 1, 2014 ("Newly Fixed AIRS"); and
(d) the CUSIP number of the ARS and IRS which, on any date of determination,
are Fixed and which were Fixed on the first day of the Interest Period during which such
date of determination occurs or, if such day falls within a Closed Period, then on the
Business Day immediately succeeding such first day, shall be 801109 ARO for the ARS
and IRS maturing on July 1, 2014 ("Regular Fixed AIRS").
Unless otherwise defined herein, the terms defined herein shall have the meanings
defined in the Indenture. In addition, the following terms shall have the following
meanings for purposes of this letter:
"Fixed" shall mean Regular ARS the beneficial ownership of which has been
linked with an equal aggregate principal amount of Regular IRS, and recorded as such
as Newly Fixed AIRS or as Regular Fixed AIRS, as the case may be.
"Interest Payment Date"shall mean January 1, 1995, semi-annually thereafter on
each January 1 and July 1 and at maturity; provided, however, that if any such day is not
a Business Day, interest due on such day shall be paid on the next succeeding Business
Day without accrual of any additional interest.
"Record Date"shall mean the business day next preceding each Interest Payment
Date.
"Separated" shall mean Newly Fixed AIRS or Regular Fixed AIRS, the beneficial
ownership of which has been separated into equal aggregate principal amounts of ARS
and IRS, and recorded as such as Regular ARS and Regular IRS.
All times specified herein shall be New York, New York times.
To induce DTC to accept the Bonds as eligible for deposit at DTC and to act in
accordance with its rules with respect to the Bonds, the Issuer, the Auction Agent and
the Trustee make the following representations to DTC (but only insofar as each of them
is concerned):
1. On or about March 23, 1994, there shall be deposited with DTC (i)
registered ARS without coupons registered in the name of DTC's nominee, CEDE &
CO., in the face amounts of $10,600,000 and maturing July 1, 2014 and (ii) registered
IRS without coupons registered in the name of DTC's nominee, CEDE & CO., in the
face amounts of $10,600,000 and maturing July 1, 2014.
LAI-69757.2 2
2. In the event of any solicitation of consents from and voting by holders of
the Bonds, the Issuer shall establish a record date for such purposes and give DTC notice
of such record date not less than 15 calendar days in advance of such record date to the
extent possible.
3. In the event of a redemption or an advance refunding of all or a portion
of the Bonds outstanding, the Trustee shall mail DTC notice of such event at least ten
Business Days prior to the redemption date or, in the case of an advance refunding, the
date the proceeds are to be deposited in escrow. If appropriate, the Trustee shall specify
in such notice the principal amounts and stated maturities of Bonds to be so redeemed
for which the Trustee has received surrendered Bonds (or transfers of Bonds to its
account at DTC). The Trustee shall specify that, on the Redemption Date, such principal
amounts shall be considered to have been redeemed. DTC shall not include such
principal amounts in its calculations of the beneficial interests to be redeemed.
4. In the event of a redemption of less than all of the Bonds outstanding, the
Trustee shall give the Securities Depository notice thereof at least two Business Days
preceding the Redemption Record Date (as defined herein). DTC hereby agrees to
deliver to the Trustee upon receipt of such notice, at the close of business on such
Redemption Record Date, a position listing (the "Position Listing") of the aggregate
principal amounts of Regular ARS, Regular Fixed AIRS, Newly Fixed AIRS and Regular
IRS as of the close of business on the Redemption Record Date. The Trustee shall send
DTC a notice specifying the aggregate principal amounts to be redeemed of (a) Regular
ARS, (b) Regular Fixed AIRS and Newly Fixed AIRS and (c) Regular IRS, as soon as
possible after such Redemption Record Date. (DTC shall select by lot which of the
Regular ARS covered in (a) are to be called, and shall select by lot which of the Regular
Fixed AIRS and Newly Fixed AIRS covered in (b) are to be called and shall select by
lot which of the Regular IRS covered in (c) are to be called.) Such notices shall be sent
by a secure means (e.g., legible facsimile transmission, promptly confirmed in writing,
registered or certified mail or overnight express delivery) in a manner designed to assure
that such notice is received on the dates and at the times specified above. (The Trustee
or DTC sending such notice shall have a method to verify subsequently the use of such
means and timeliness of the notice.) As used herein and in the Indenture, the term
"Redemption Record Date" means, in effect, the record date selected by the Trustee for
the purpose of a redemption.
5. In the event DTC receives a Tender Demand from a Broker-Dealer, DTC
shall take the following actions. On the second Business Day following the day of
DTC's receipt of a Tender Demand. DTC shall select, by lot in such manner as it shall
determine from a Position Listing of the aggregate principal amounts of ARS as of the
close of business on the date of such Tender Demand, the ARS to be tendered. DTC
shall give the Direct Participant for the ARS so selected and the Auction Agent a Tender
Notice. Such Tender Notice shall specify the Tender Date set forth in such Tender
Demand, the amount of ARS to be tendered by such owner or owners on the Tender
Date and the Tender Price therefor. Each Tender Notice shall be mailed to such Direct
Participant and the Auction Agent by first class mail postage prepaid no later than the
LA1-69757.2 3
second Business Day following the day of DTC's receipt of such Tender Demand. DTC
shall deliver such ARS against payment therefor by the Broker-Dealer by book-entry
transfer on the Tender Date to the account of the Broker-Dealer without any action on
the part of or on behalf of the owner or owners of the ARS.
6. The Indenture provides that the interest rate for the ARS and the IRS will
vary from time to time. Absent other existing arrangements with DTC, the Trustee will
give DTC notice of the amount of interest payable on the ARS and the IRS, allocated to
each of the four CUSIP numbers for the Bonds referred to in the second paragraph of
this letter, and the Interest Payment Date on which such interest will be paid. Such
notice shall contain the name and telephone number of a person at the Trustee to contact
with respect to such interest payments and shall be given either by overnight mail to the
supervisor of the Dividend Announcement Section (with subsequent telephone
confirmation at (212) 709-1270) at:
The Depository Trust Company
7 Hanover Square, 22nd Floor
New York, New York 10004
Attention: Announcements Manager; Dividend Department
or by facsimile transmission to (212) 709-1723 to the supervisor of the Dividend
Announcement Section (with subsequent telephone confirmation at (212) 709-1270).
7. The Auction Agent will give DTC notice of the conversion of Newly Fixed
AIRS to Regular Fixed AIRS at least two Business Days prior to the date on which each
such conversion shall be effective. Such notice shall be delivered to:
The Depository Trust Company
7 Hanover Square, 23rd Floor
New York, New York 10004
Attention: Mandatory Reorganization Department
8. DTC hereby agrees that, upon the request of the Trustee received by DTC
no later than 4 p.m., New York City time, on the business day immediately preceding
a Record Date, it will use its best efforts to deliver to the Trustee, on the business day
immediately following such Record Date, a Position Listing showing at the close of
business on the immediately preceding business day the aggregate principal amount of:
Regular ARS, Newly Fixed AIRS, Regular Fixed AIRS and Regular IRS, respectively.
9. All notices, payments and advices sent to DTC with respect to Regular
ARS, Newly Fixed AIRS, Regular Fixed AIRS and Regular IRS shall contain the
relevant CUSIP number.
LAI-69757.2 4
10. Except as otherwise provided herein, notices to DTC by facsimile
transmission shall be sent to (516) 277-4039 or (516) 227-4190. Notices to DTC by any
other means shall be sent to:
The Depository Trust Company
Municipal Reorganization Manager
Call Notification Department
711 Stewart Avenue
Garden City, NY 11530
11. Payments of interest shall be received by CEDE & CO. , as nominee of
DTC, or its registered assigns in same-day funds on each Interest Payment Date. Such
payments shall be made payable to the order of "CEDE & CO." Absent any other
existing arrangements between the Issuer or the Trustee and DTC, such payments shall
be addressed as follows:
Manager, Cash Receipts, Dividends
The Depository Trust Company
7 Hanover Square, 24th Floor
New York, NY 10004
12. Payments of principal shall be received by CEDE & CO., as nominee of
DTC, or its registered assigns, in same-day funds in the manner set forth in the SDFS
Paying Agent Operating Procedures.
13. DTC may direct the Trustee to use any other telephone number for
facsimile transmission or address or department of DTC as the number, address or
department, as the case may be, to which payments of interest or principal or notices are
to be sent.
14. In the event of a partial redemption or any purchases of a portion of the
Bonds then Outstanding made by the Issuer or an advance refunding of part of the Bonds
Outstanding, DTC in its discretion (a) may request the Issuer to execute and the Trustee
to authenticate and deliver a new Bond or Bonds of the same series of the appropriate
maturity being retired equal to the unretired portion thereof or (b) shall make an
appropriate notation on the appropriate Bond indicating the date and amounts of such
reduction in principal.
15. In the event it is determined that Bonds may be registered in the names of
the respective beneficial owners (as provided in the Indenture), the Trustee shall notify
DTC of the availability of Bonds, and the Trustee shall authenticate and register the
transfer and exchange of Bonds in appropriate amounts as required by DTC and others.
16. DTC may determine to discontinue providing its services as securities
depository with respect to the Bonds at any time by giving reasonable notice to the
Issuer, the Trustee and the Auction Agent. DTC may be required to discontinue its
LA1-69757.2 5
services if the Trustee (with the consent of the Issuer) or the Issuer determines that either
DTC is incapable of discharging its duties or such discontinuance is in the best interests
of the owners of beneficial interests in the Bonds or of the Issuer. In any such situation,
the Issuer may attempt to locate another qualified securities depository. If the Issuer fails
to locate another qualified securities depository to replace DTC, or if the Issuer
determines that the interests of the beneficial owners or of the Issuer might be adversely
affected if a book-entry system of transfer is continued (the Issuer and the Trustee
undertake no obligation to make any investigation to determine the occurrence of any
events that would permit it to make any such determination), the Issuer will notify DTC
and the Trustee. Under any of such circumstances, at DTC's request the Issuer and the
Trustee will cooperate with DTC in taking appropriate action to make available Bonds
conforming to the requirements of the Indenture to any Direct Participant having Bonds
credited to its DTC.account.
17. Nothing herein shall be deemed to require the Trustee to advance funds
on behalf of the Issuer.
18. The Issuer and the Trustee acknowledge that, so long as CEDE & CO. is
the sole owner of the ARS and IRS, it shall be entitled to all voting rights in respect
thereof and to receive the full amount of all principal, premium, if any, and interest
payable with respect thereto. The Issuer and the Trustee acknowledge that DTC shall
treat any Direct Participant having Bonds credited to its DTC account as entitled to the
full benefits of ownership of such Bonds even, in the case of Regular ARS, if the
crediting of such Regular ARS to the DTC account of such Direct Participant results
from transfers or failures to transfer in violation of the provisions of the Indenture.
Without limiting the generality of the preceding sentence, the Issuer and the Trustee
acknowledge that DTC shall treat any Direct Participant having Bonds credited to its
DTC account as entitled to receive principal of, premium, if any, and interest on, and
voting rights, if any, in respect of, the Bonds. (The treatment by DTC of the effects of
the crediting by it of Bonds to the accounts of Direct Participants described in the
preceding two sentences shall not affect the rights of the Issuer, participants in Auctions
relating to the ARS, or purchasers, sellers or holders of Bonds against any Direct
Participant.) Notwithstanding anything herein to the contrary, the parties acknowledge
and agree that none of the Issuer or the Trustee shall have any responsibility or liability
whatsoever for DTC's actions or omissions to act in respect of the Bonds.
19. The Trustee may use its DTC Participant Terminal System terminal to
send messages to Direct Participants which act as agents for purchasers and prospective
purchasers of Bonds. The Issuer and the Trustee agree that DTC shall have no
responsibility or liability for the failure of such system to send such messages or for any
errors which may occur in the transmission of such messages.
20. The Issuer hereby authorizes DTC to provide to the Trustee the Position
Listings of its Participants as provided in Paragraphs 4, 5 and 8 of this letter agreement
from time to time, upon request as therein provided, and also authorizes DTC, in the
event of a partial redemption of the ARS and IRS, to provide the Trustee and the Auction
LA1-69757,2
Agent, upon request and at then current fees, with the names of those Direct Participants
whose ownership interests in Bonds are selected for redemption by DTC. The Issuer
authorizes the Trustee to provide DTC with such signatures, exemplars of signatures and
authorizations to act as may be deemed necessary by DTC to permit DTC to discharge
its obligations to its Participants and appropriate regulatory authorities. This
authorization, unless revoked by the Issuer, shall continue while either or both the ARS
and the IRS are on deposit at DTC, until and unless the Trustee shall no longer be acting
on behalf of the Issuer. In such event, the Issuer shall provide DTC with similar
evidence of the authorization of any successor to the rights and obligations of the Trustee
so to act. Such request for a Securities Position Listing shall be directed to The
Depository Trust Company, Proxy Department, 7 Hanover Square, 23rd Floor, New
York, New York, 10004, telephone 212-709-6870.
21. On each day on which the Auction Agent is open for business and on
which it receives from DTC instructions ("Deposit Instructions") originated by a Direct
Participant to increase the Direct Participant's account by a specified number of shares,
units, or obligations, the Auction Agent shall, at or before 6:30 p.m., New York City
time, that day, either approve or disapprove the Deposit Instructions through DTC's
Deposit and Withdrawal at Custodian ("DWAC") service. The Auction Agent agrees
that such notification to DTC shall be deemed to be the receipt by DTC of a new,
reissued or re-registered certificated security on registration of transfer to the name of
Cede & Co. for the quantity of securities evidenced by the Balance Certificate (i.e., the
appropriate certificates held by the Auction Agent on behalf of DTC) after the Balance
Certificate has been increased.
On each day on which the Auction Agent is open for business and on which it
receives from DTC instructions ("Withdrawal Instructions") originated by a Direct
Participant to decrease the Direct Participant's account by a specified number of shares,
units, or obligations, Agent shall, at or before 6:30 p.m., New York City time, that day,
either approve or disapprove the Withdrawal Instructions through the DWAC service.
The Auction Agent shall hold the Bond certificates for the ARS and the IRS described
in Paragraph 1 of this letter. The Auction Agent is authorized (i) to give effect to
instructions received from the Broker-Dealers in accordance with the Auction Agent
Agreement to fix ARS and IRS, (ii) to give effect to instructions received from the
Broker-Dealers in accordance with the Auction Agent Agreement to break the linkage of
such positions previously Fixed and (iii) to issue instructions to DTC in accordance with
the Auction Agent Agreement to exchange Newly Fixed AIRS for Regular Fixed AIRS.
From time to time upon request, the Auction Agent will receive reports from DTC
concerning the aggregate positions shown on DTC's records for each of the CUSIP
numbers referred to in this letter. The Auction Agent agrees to confirm such balances
and note any differences between its records and the aggregate positions identified in
DTC's reports, all in the manner set forth in existing arrangements between the Auction
Agent acting as FAST agent for other issues and DTC.
22. At or prior to the date of delivery of the Bonds, the Issuer, the Auction
Agent and the Trustee shall execute or signify their approval of this Representation
LA1-69757.2 7
Letter. Any successor Trustee shall, in its written acceptance of its duties under the
Indenture, agree to take any actions necessary from time to time to comply with the
requirements of this Representation Letter.
23. The Auction Agent, as agent for DTC, shall hold the physical certificates
for the ARS and the IRS described in Paragraph 1 of this Letter. The Auction Agent is
authorized in accordance with Section 8 of Appendix A of the Indenture to (i) give effect
to instructions received from the Broker-Dealers to cause the ARS and the IRS to be
Fixed, (ii) give effect to instructions received from the Broker-Dealers to cause positions
previously Fixed to be Separated, and (iii) issue instructions to DTC to exchange Newly
Fixed AIRS for Regular Fixed AIRS. From time to time, the Auction Agent will receive
reports from DTC concerning the aggregate positions shown on DTC's records for each
of the CUSIP numbers referred to in the introductory paragraphs of this letter. The
Auction Agent agrees to confirm such balances and note any differences between its
records and the aggregate positions identified in DTC's reports, all in the manner set
forth in existing arrangements between the Auction Agent, acting as FAST agent for
other issues, and DTC.
24. Upon request, DTC will provide the Trustee and the Auction Agent with
examples of signatures of those authorized to act on its behalf, which will be subject to
change by DTC, and the Trustee and the Auction Agent agree to accept direction from
such persons or their designated successors on behalf of DTC.
LA1-69757.2 8
25. This letter agreement may be executed in several counterparts, each of
which shall constitute but one and the same instrument.
Very truly yours,
SANTA ANA FINANCING AUTHORITY,
as Issuer/--
By: y-7bc'r /
Title: Executive Director
MERIDIAN TRUST COMPANY OF
CALIFORNIA, as Trustee
By:
Tide: Authorized Officer
THE BANK OF NEW YORK,
as Auction Agent
By:
Title: Authorized Representative
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By :
Authorized Officer
LAI-69757.1 9
25. This letter agreement may be executed in several counterparts, each of
which shall constitute but one and the same instrument.
Very truly yours,
SANTA ANA FINANCING AUTHORITY,
as Issuer
By:
Title: Executive Director
MERIDIAN TRUST COMPANY OF
CALIFORNIA, as Trustee
B •
itle: Authorized Officer
THE BANK OF NEW YORK,.
as Auction Agent
By:
Title: Authorized Representative
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By :
Authorized Officer
LAI-69757.1 9
25. This letter agreement may be executed in several counterparts, each of
which shall constitute but one and the same instrument.
Very truly yours,
SANTA ANA FINANCING AUTHORITY,
as Issuer
By:
Title: Executive Director
MERIDIAN TRUST COMPANY OF
CALIFORNIA, as Trustee
By:
Title: Authorized Officer
THE BANK OF NEW YORK,
as Auction Agent
By: l� /3a.
Title: Authorized Represen tive
Received and Accepted:
THE DEPOSITORY TRUST COMPANY
By : aa ¢
rued Officer
LA1-69757.1 9
FROM MOODY'S INVESTORS SVC. 212 406 3746 01.01.2000 00:00 P. 2
eMMltdy& Investors Service
09 Church Street
New York,NY 10007
March 21, 1994
Municipal Bond Investors Assurance Corporation
113 x_ng Street
Armonk, New York 10804
Dear liBlA Corp, :
Moody'ls Investors Service has assigned the rating of Aftft
S(MBIA Insured -PrincipalPolicy No. 18491) to the $$107,399pp,438.80
anta na Finnci Authority, PoliceOAdministrationaand) ,
Holds Facility Lease Revenue Bonds, Series 1994A, dated
March , 1994, which sold through negotiation on March 8,
1994. The rating is based upon an insurance
provid d by Municipal Bond Investors AssuranceoCorporation.
Should you have any questions regarding the above, please
do not hesitate to contact the assigned analyst, Margaret
Kessler at (212) 883-7884.
Sincerely yours,
aniel N. Heimowitz in
Executive Vice President
Director
Public Finance Department
DH:qa
12=97% 1 212 406 3746 03-21-94 03: 19PM P002 #46I
MAR-2:1-1994 16:29 5&P BOND INSURANCE ADMIN. 212 208 8262 P.001/002
Standard & Poor's Ratings Group
Bond Insurance Administration
25 Broadway
New York, New York 10004-1064
Telephone 212/208.1740
FAX 212/208.8252
March 21, 1994
Municipal Bond Investors Assurance Corporation
113 King Street
Armonk, New York 10504
Re: $107,399,438.50 (OPV), $108,255,000 (MV) Santa Ana Financing Authority,
Cal(fornia, Police Admtnistmtion and Holding Facility Lease Revenue Bonds, Series
1994A, dated: March 1, 1994; due:July 1, 2001.2024 (POLICY 015491)
Ladies and Gentlemen:
Pursuant to your request for a Standard & Poor's rating on the subject obligations, we have
reviewed the information submitted and have assigned a rating of `AAA'.
This reflects our assessment of the likelihood of repayment of principal and interest based on
the bond Insurance policy your company is providing.
Rating adjustments may result from changes in the financial position of your company or
from alterations in documents governing the issue. With respect to the latter, please notify
us of any changes or amendments over the term of the issue.
When using this Standard & Poor's rating, include S&P's definition of the rating together
with a statement that this may be changed, suspended or withdrawn as a result of changes in,
or unavailability of, information. This rating is not a "market rating", because it is not a
recommendation to buy, hold or sell the obligations.
Please remember that complete documentation relating to this issue must be submitted no
later than 90 days after the date of this letter. If you have any questions, please contact us.
VJ
Vey truly yours, ,£ 1671,1
/bg
r
R-98% 212 208 8262 03-21-94 03:32PM P001 #47
No. R-1
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CAPITAL APPRECIATION BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP �0I' I:ER
0.00% July 1, 2001 March 23, 1994 701 )9AC3
REGISTERED OWNER: CEDE & CO.
CaN
INITIAL PRINCIPAL AMOUNT: ONE HUNDRED EIGHTY-FIVE THOUSAND
EIGHT HUNDRED SEVENTY-EIGHT
DOLLARS AND EIGHTY CENTS
($185,878.80)
AMOUNT PAYABLE AT MATURITY: TWO HUNDRED SEVENTY THOUSAND
DOLLARS ($270,000)
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
amount payable at maturity as specified above, together with interest thereon from the
interest payment date next preceding the date of authentication hereof (unless such date of
authentication is during the period commencing after the fifteenth day of the month preceding
an interest payment date (the "Record Date") through and including the next succeeding
interest payment date, in which event this Bond shall bear interest from such interest
LA 1-70373.I
No. R-2
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLF.IDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINIS IRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CAPITAL APPRECIATION BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP 'h.ER
0.00% July 1, 2002 March 23, 1994 81 1 P 1 AD 1
REGISTERED OWNER: CEDE & CO. Co
INITIAL PRINCIPAL AMOUNT: FOUR HUNDRED NINETY-NINE THOUSAND
FIVE HUNDRED NINETY-EIGHT DOLLARS
AND EIGHTY CENTS ($499,598.80)
AMOUNT PAYABLE AT MATURITY: SEVEN HUNDRED SEVENTY THOUSAND
DOLLARS ($770,000)
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
amount payable at maturity as specified above, together with interest thereon from the
interest payment date next preceding the date of authentication hereof (unless such date of
authentication is during the period commencing after the fifteenth day of the month preceding
an interest payment date (the "Record Date") through and including the next succeeding
interest payment date, in which event this Bond shall bear interest from such interest
LA1-70373.1
No. R-3
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CAPITAL APPRECIATION BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIPr ER
0.00% July 1, 2003 March 23, 1994 $iy 9AE9
fit
REGISTERED OWNER: CEDE & CO. 'J
INITIAL PRINCIPAL AMOUNT: SEVEN HUNDRED EIGHTY-FOUR
THOUSAND TWENTY-NINE DOLLARS AND
NINETY CENTS ($784,029.90)
AMOUNT PAYABLE AT MATURITY: ONE MILLION TWO HUNDRED EIGHTY-
FIVE THOUSAND DOLLARS ($1,285,000)
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"); for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
amount payable at maturity as specified above, together with interest thereon from the
interest payment date next preceding the date of authentication hereof (unless such date of
authentication is during the period commencing after the fifteenth day of the month preceding
an interest payment date (the "Record Date") through and including the next succeeding
interest payment date, in which event this Bond shall bear interest from such interest
1A1-70373.1
payment date, or unless such date of authentication is o46#
the first Record Date, in
which event it shall bear interest from March 1, 1994) principal hereof shall have
been paid at the interest rate per annum specified abo ble on January 1, 1995, and
semiannually thereafter on January 1 and July 1 in ear; provided, however, that if on
the date of authentication of this Bond, interest in default on this Bond, such Bond
shall bear interest from the interest payment data.lo which interest has previously been paid
or made available for payment.
The principal of this Bond shall be payable in lawful money of the United
States of America at the corporate trust office of Meridian Trust Company of California, as
trustee (the "Trustee") in San Francisco, California, upon presentation and surrender of this
Bond.
Payment of interest on this Bond due on or before the maturity or prior
redemption, thereof shall be made to the person in whose name such Bond is registered, as
of the Record Date preceding the applicable interest payment date, on the registration books
kept by the Trustee, such interest to be paid by check mailed by first class mail on such
interest payment date to the registered owner at his address as it appears on such books.
Interest on this Bond shall be payable in lawful money of the United States of America and
shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
This Bond is one of a duly authorized issue of bonds of the Authority
designated as its "Santa Ana Financing Authority Police Facility Lease Revenue Bonds,
Series 1994A" (the "Bonds"), in the aggregate principal amount of One Hundred Seven'
Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty
Cents ($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued
as Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as
Capital Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as
Auction Rate Securities ("ARS") and $10,600,000 aggregate principal amount shall be issued
as Inverse Rate Securities ("IRS"), all of like tenor and date (except for such variations, if
any, as may be required to designate varying numbers, maturities and interest rates), and is
issued under and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the
"Indenture"), between the Authority and the Trustee (copies of which are on file at the office
of the Secretary of the Authority and at the Corporate Trust Office of the Trustee).
The Bonds are issued to provide funds to finance the cost of acquiring,
constructing and installing certain public capital improvements (the "Project") in the City of
Santa Ana (the "City"). The Bonds are limited obligations of the Authority and are payable,
as to interest thereon and principal thereof, solely from the revenues derived from base rental
payments paid by the City pursuant to a lease, dated as of March 1, 1994 (the "Lease"),
between the Authority, as lessor, and the City, as lessee, for the use and possession of the
Leased Property (as defined in the Lease) as long as the City has such use and possession of
the Leased Property, which includes the Project, as well as from all other benefits, charges,
income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee
of the Agency's rights under the Lease, from operation or use of the Leased Property (the
"Revenues"). All the Bonds are equally and ratably secured in accordance with the terms
and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in
LAI-70373.1 2
trust for the security and payment of the interest on, principal of and redemption premiums,
if any, on the Bonds as provided in the Indenture.
The Bonds shall be limited obligation Authority and shall be payable
solely from the Revenues and amounts on deposlj�l'\ funds and accounts established under
the Indenture (other than amounts on deposit ii0 ebate Fund). The Bonds do not
constitute a debt or liability of the City, thp� tt of California, or any of its political
subdivisions, and neither the faith and credi the City, the State of California, nor any of
its political subdivisions are pledged to the payment of the principal of or interest on the
Bonds.
Reference is hereby made to the Indenture and any and all amendments thereof
and supplements thereto for a description of the terms under which the Bonds are issued, the
provisions with regard to the nature and extent of the Revenues, and the rights of the
registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated
herein and constitute a contract between the Authority and the registered owner of this Bond,
to all the provisions of which the registered owner of this Bond; by acceptance hereof, agrees
and consents. Each registered owner hereof shall have recourse to all of the provisions of
the Indenture and shall be bound by all of the terms and conditions thereof.
The Authority has agreed and covenanted that, for the payment of the interest
on, the principal of and redemption premium, if any, on this Bond and all other Bonds of
this issue authorized by the Indenture when due, there has been created and will be
maintained by the Trustee a special fund into which all Revenues (other than deposits to the
Rebate Fund created by the Indenture) shall be deposited, and the Authority has allocated
such Revenues solely to the payment of the interest on and principal of and redemption
premiums, if any, on the Bonds, and the Authority will pay promptly when due the interest
on and the principal of and redemption premium, if any, on this Bonds and all other Bonds
of this issue authorized by the Indenture out of said special fund, all in accordance with the
terms and provisions set forth in the Indenture.
As provided in the Indenture, the Bonds which are the Capital Appreciation
Bonds shall not be subject to redemption before their respective stated maturities.
If an Event of Default, as defined in the Indenture, shall occur, the principal
of all outstanding Bonds may be declared due and payable upon the conditions, in the manner
and with the effect provided in the Indenture; except that the Indenture provides that in
certain events such declaration and its consequences may be rescinded by the registered
owners of at least a majority in aggregate principal amount of the Bonds then outstanding.
The Bonds are issuable only in the form of fully registered Bonds in the
denomination of $5,000 of Accreted Value at maturity or any integral multiple thereof (not
exceeding the Accreted Value of Bonds maturing at any one time). The owner of any Bond
or Bonds may surrender the same at the above-mentioned office of the Trustee in exchange
for an equal aggregate principal amount of fully registered Bonds of any other authorized
denominations, in the manner, subject to the conditions and upon the payment of the charges
provided in the Indenture.
LA1-70373.1 3
This Bond is transferable only on the bo uired to be kept for that
purpose by the Trustee by the registered owner her o rson or by his duly authorized
attorney upon payment of the charges provided i 1°t% denture and upon surrender of this
Bond together with a written instrument of tr n a form approved by the Trustee duly
executed by the registered owner or his d orized attorney, and thereupon a new fully
registered Bond or Bonds in the same aggr e principal amount will be issued to the
transferee in exchange therefor.
The Authority and the Trustee may deem and treat the registered owner hereof
as the absolute owner hereof for the purpose of receiving payment of the interest hereon and
principal hereof and for all other purposes, whether or not this Bond shall be overdue, and
neither the Authority nor the Trustee shall be affected by any notice or knowledge to the
contrary; and payment of the interest on and principal of this Bond shall be made only to
such registered owner, which payments shall be valid and effectual to satisfy and discharge
liability on this Bond to the extent of the sum or sums so paid.
The rights and obligations of the Authority and of the registered owners of the
Bonds may be amended at any time in the manner, to the extent and upon the terms provided
in the Indenture, but no such amendment shall (1) extend the maturity of this Bond or reduce
the interest rate hereon or otherwise alter or impair the obligation of the Authority to pay the
interest hereon or principal hereof at the time and place and at the rate and in the currency
provided herein without the express written consent of the registered owner of this Bond, or
(2) permit the creation by the Authority of any pledge of the Revenues superior to or on a
parity with the pledge created by the Indenture for the benefit of the Bonds, (3) increase the
aggregate amount of Bonds issued under the Indenture above the value of the Leased
Property or (4) modify any rights or obligations of the Trustee without its prior written
assent thereto, all as more fully set forth in the Indenture.
This Bond shall not be entitled to any benefit, protection or security under the
Indenture or become valid or obligatory for any purpose until the certificate of authentication
and registration hereon endorsed shall have been manually executed and dated by the
Trustee.
It is hereby certified that all acts and proceedings required by law necessary to
make this Bond, when executed by the Authority, authenticated and delivered by the Trustee
and duly issued, the valid, binding and legal limited obligation of the Authority have been
done and taken, and have been in all respects duly authorized.
LAI-70373.1 4
IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of
its Chairman and attested to by the manual or facsimile signature of its Secretary, and has
caused this Bond to be dated as of the day and year first above written.
SANTA ANA FINANCING AUTHORITY
`airman
Attest:
SVASS's
dfetary
CERTIFICATE OF AUTHENTICATION AND
REGISTRATION
This is one of the Bonds described in the within mentioned Indenture which
has been authenticated and registered on March 23, 1994.
MERIDIAN TRUST COMPANY OF CALIFORNIA, as
Trustee tt�
By
A I 71 -d Signatory
LA1-70373.1
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
, whose tax identification number is , the within bond and all
rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer the within bond on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
NOTE: The si: - to this Assignment must correspond with the name as written
upon „ `ce of the bond in every particular, without alteration or
e .th.: ent or any change whatsoever.
Signature G . 4• --.:
S
NOTICE: The signature must be guaranteed by a member of the New York Stock
Exchange or a commercial bank or trust company.
LA I-70373.1 7
STATEMENT OF INSURANCE
The Municipal Bond Investors Assurance Corporation (the "Insurer") has
issued a policy containing the following provisions, such policy being on file at Meridian
Trust Company of California, San Francisco, California.
The Insurer, in consideration of the payment of the premium and subject to the
terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as
hereinafter defined, of the following described obligations, the f . and complete payment
required to be made by or on behalf of the Santa Ana Finan0. - .thority (the "Issuer") to
Meridian Trust Company of California, or its successor ( ; '.ying Agent") of an amount
equal to (i) the principal of (either at the stated maturi . )i' any advancement of maturity
pursuant to a mandatory sinking fund payment) an t on, the Obligations (as that term
is defined below) as such payments shall becom t shall not be so paid (except that in
the event of any acceleration of the due date of ss principal by reason of mandatory or
optional redemption or acceleration resulting from default or otherwise, other than any
advancement of maturity pursuant to a mandatory sinking fund payment, the payments
guaranteed hereby shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any owner
pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the meaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence
shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:
$107,399,438.50 Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds,
Series 1994A
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mall, or upon receipt of written notice by
registered or certified mail, by the Insurer from the Paying Agent or any owner of an
Obligation the payment of an Insured Amount for which is then due, that such required
payment has not been made, the Insurer on the due date of such payment or within one
business day after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New
York, New York, or its successor, sufficient for the payment of any such Insured Amounts
which are then due. Upon presentment and surrender of such Obligations or presentment of
such other proof of ownership of the Obligations, together with any appropriate instruments
of assignment to evidence the assignment of the Insured Amounts due on the Obligations as
are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer
as agent for such owners of the Obligations in any legal proceeding related to payment of
Insured Amounts on the Obligations, such instruments being in a form satisfactory to State
Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall
disburse to such owners or the Paying Agent payment of the Insured Amounts due on such
LA1-70373.1 8
Obligations, less any amount held by the Paying Agent for the payment of such Insured
Amounts and legally available therefor. This policy does not insure against loss of any
prepayment premium which may at any time be payable with respect to any Obligation.
As used herein, the teen "owner" shall registered owner of any
Obligation as indicated in the books maintained by t ng Agent, the Issuer, or any
designee of the Issuer for such purpose. The tent s r shall not include the Issuer or any
s.
party whose agreement with the Issuer constitr_ underlying security for the Obligations.
Any service of process on thee surer may be made to the Insurer at its offices
located at 113 King Street, Armonk, New York 10504.
This policy is non-cancelable for any reason. The premium on this policy is
not refundable for any reason including the payment prior to maturity of the Obligations.
In the event the Insurer were to become insolvent, any claims arising under a
policy of financial guaranty insurance are excluded from coverage by the California
Insurance Guaranty Association, established pursuant to Article 14.2 (commencing with
Section 1063) of Chapter 1 of Part 2 of Division 1 of the California Insurance Code.
MUNICIPAL BOND INVESTORS ASSURANCE CORPORATION
LAI-70373.1 9
No. R-1 $1,820,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP
5.250% July 1, 2004 March 1, 1994 80& 6
4Q
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: ONE MILLION EIGHT HUNDRED TWENTY THOUSAND
DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA 1-70347.1
No. R-2 $2,465,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP
5.30% July 1, 2005 March 1, 1994 801 4
c4c
REGISTERED OWNER: CEDE & CO. �)
PRINCIPAL SUM: TWO MILLION FOUR HUNDRED SIXTY-FIVE THOUSAND
DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
No. R-3 $3,075,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP R
5.40% July 1, 2006 March 1, 1994 8Qklt H2
REGISTERED OWNER: CEDE & CO. �VI
PRINCIPAL SUM: THREE MILLION SEVENTY-FIVE THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
No. R-4 $3,240,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP ER
5.50% July 1, 2007 March 1, 1994 8� AJ8
REGISTERED OWNER: CEDE & CO. `t
PRINCIPAL SUM: THREE MILLION TWO HUNDRED FORTY THOUSAND
DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LAI-70347.1
No. R-5 $3,420,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP tienER
5.60% July 1, 2008 March 1, 1994 09AK5
0411/41
REGISTERED OWNER: CEDE & CO. 3
PRINCIPAL SUM: THREE MILLION FOUR HUNDRED TWENTY THOUSAND
DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LAI-70347.1
No. R-6 $3,610,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP I:ER
5.625% July 1, 2009 March 1, 1994 :► \ 19AL3
ccQk
REGISTERED OWNER: CEDE & CO. Mal
PRINCIPAL SUM: THREE MILLION SIX HUNDRED TEN THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LAI-70347.1
No. R-7 $5,030,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP
6.250% July 1, 2015 March 1, 1994 80}w "N9
�
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: FIVE MILLION THIRTY THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA 1-70347.1
No. R-8 $5,345,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP
6.250% July 1, 2016 March 1, 1994 80,44S8
REGISTERED OWNER: CEDE & CO. c`�
J
PRINCIPAL SUM: FIVE MILLION THREE HUNDRED FORTY-FIVE THOUSAND
DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
No. R-9 $5,680,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP ER
6.250% July 1, 2017 March 1, 1994 8AT6
REGISTERED OWNER: CEDE & CO. ✓�
PRINCIPAL SUM: FIVE MILLION SIX HUNDRED EIGHTY THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
No. R-10 $6,035,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE —4CUSIP ER
6.250% July 1, 2018 March 1, 1994 19AU3
4
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: SIX MILLION THIRTY-FIVE THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
No. R-11 $6,410,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CUSIP k: /$!:ER
6.250% July 1, 2019 March 1, 1994 tk39AP4
QL,,
C3
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: SIX MILLION FOUR HUNDRED TEN THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
No. R-12 $38,600,000
Unless this certificate is presented by an authorized representative of The Depository
Trust Company, a New York corporation ("DTC"), to the Authority or its agent for
registration of transfer, exchange, or payment, and any certificate issued is registered in the
name of Cede & Co. or in such other name as is requested by an authorized representative of
DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an
authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE
HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL
inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
THIS BOND MAY NOT BE SPLIT UP, TRANSFERRED OR EXCHANGED
EXCEPT AS PROVIDED IN THE INDENTURE REFERRED TO HEREIN
SANTA ANA FINANCING AUTHORITY
POLICE ADMINISTRATION AND HOLDING FACILITY
LEASE REVENUE BONDS, SERIES 1994A
(CURRENT INTEREST BOND)
INTEREST RATE MATURITY DATE DATED DATE CU5IP ER
t
6.250% July 1, 2024 March 1, 1994 .8U1}�9AQ2
4Q
REGISTERED OWNER: CEDE & CO.
PRINCIPAL SUM: THRITY-EIGHT MILLION SIX HUNDRED THOUSAND DOLLARS
The SANTA ANA FINANCING AUTHORITY, a joint powers authority,
duly created and lawfully existing under the Constitution and laws of the State of California
(the "Authority"), for value received, hereby promises to pay (but only out of the Revenues
hereinafter referred to) to the registered owner specified above or registered assigns on the
maturity date specified above (subject to any right of prior redemption provided for) the
principal sum specified above, together with interest thereon from the interest payment date
next preceding the date of authentication hereof (unless such date of authentication is during
the period commencing after the fifteenth day of the month preceding an interest payment
date (the "Record Date") through and including the next succeeding interest payment date, in
which event this Bond shall bear interest from such interest payment date, or unless such
date of authentication is on or prior to the first Record Date, in which event it shall bear
interest from March 1, 1994) until the principal hereof shall have been paid at the interest
rate per
LA1-70347.1
annum specified above, payable on January 1, 1995, and semiannually thereafter on January
1 and July 1 in each year; provided, however, that if on the date of authentication of this
Bond, interest is then in default on this Bond, such Bond shal bear interest from the interest
payment date to which interest has previously been paid � available for payment.
The principal of this Bond shall be r< in lawful money of the United
States of America at the corporate trust office r '4 dian Trust Company of California, as
trustee (the "Trustee") in San Francisco, C. j a 1,, upon presentation and surrender of this
Bond.
Payment of interest on this Bond due on or before the maturity or prior
redemption, thereof shall be made to the person in whose name such Bond is registered, as
of the Record Date preceding the applicable interest payment date, on the registration books
kept by the Trustee, such interest to be paid by check mailed by first class mail on such
interest payment date to the registered owner at his address as it appears on such books.
Interest on this Bond shall be payable in lawful money of the United States of America and
shall be calculated on the basis of a 360-day year consisting of twelve 30-day months.
This Bond is one of a duly authorized issue of bonds of the Authority
designated as its "Santa Ma Financing Authority Police Facility Lease Revenue Bonds,
Series 1994A" (the "Bonds"), in the aggregate principal amount of One Hundred Seven
Million Three Hundred Ninety-Nine Thousand Four Hundred Thirty-Eight Dollars and Fifty
Cents ($107,399,438.50), of which $84,730,000 aggregate principal amount shall be issued
as Current Interest Bonds, $1,469,438.50 aggregate principal amount shall be issued as
Capital Appreciation Bonds, $10,600,000 aggregate principal amount shall be issued as
Auction Rate Securities ("ARS") and $10,600,000 aggregate principal amount shall be issued
as Inverse Rate Securities ("IRS"), all of like tenor and date (except for such variations, if
any, as may be required to designate varying numbers, maturities and interest rates), and is
issued under and pursuant to the provisions of an indenture, dated as of March 1, 1994 (the
"Indenture"), between the Authority and the Trustee (copies of which are on file at the office
of the Secretary of the Authority and at the Corporate Trust Office of the Trustee).
The Bonds are issued to provide funds to finance the cost of acquiring,
constructing and installing certain public capital improvements (the "Project") in the City of
Santa Ana (the "City"). The Bonds are limited obligations of the Authority and are payable,
as to interest thereon and principal thereof, solely from the revenues derived from base rental
payments paid by the City pursuant to a lease, dated as of March 1, 1994 (the "Lease"),
between the Authority, as lessor, and the City, as lessee, for the use and possession of the
Leased Property (as defined in the Lease) as long as the City has such use and possession of
the JPised Property, which includes the Project, as well as from all other benefits, charges,
income, proceeds, profits, receipts, rents and revenues derived by the Authority, as assignee
of the Agency's rights under the Lease, from operation or use of the Leased Property (the
"Revenues"). All the Bonds are equally and ratably secured in accordance with the terms
and conditions of the Indenture by a pledge of the Revenues, which Revenues shall be held in
trust for the security and payment of the interest on, principal of and redemption premiums,
if any, on the Bonds as provided in the Indenture.
LA1-70347.1 2
The Bonds shall be limited obligations of thk Authority and shall be payable
solely from the Revenues and amounts on deposit in tu' s and accounts established under
the Indenture (other than amounts on deposit i! ate Fund). The Bonds do not
constitute a debt or liability of the City, t1- r ' .- `'s California, or any of its political
subdivisions, and neither the faith and (,e0t'. the City, the State of California, nor any of
its political subdivisions are pledged to t - payment of the principal of or interest on the
Bonds.
Reference is hereby made to the Indenture and any and all amendments thereof
and supplements thereto for a description of the terms under which the Bonds are issued, the
provisions with regard to the nature and extent of the Revenues, and the rights of the
registered owners of the Bonds. All of the terms of the Indenture are hereby incorporated
herein and constitute a contract between the Authority and the registered owner of this Bond,
to all the provisions of which the registered owner of this Bond, by acceptance hereof, agrees
and consents. Each registered owner hereof shall have recourse to all of the provisions of
the Indenture and shall be bound by all of the terms and conditions thereof.
The Authority has agreed and covenanted that, for the payment of the interest
on, the principal of and redemption premium, if any, on this Bond and all other Bonds of
this issue authorized by the Indenture when due, there has been created and will be
maintained by the Trustee a special fund into which all Revenues (other than deposits to the
Rebate Fund created by the Indenture) shall be deposited, and the Authority has allocated
such Revenues solely to the payment of the interest on and principal of and redemption
premiums, if any, on the Bonds, and the Authority will pay promptly when due the interest
on and the principal of and redemption premium, if any, on this Bonds and all other Bonds
of this issue authorized by the Indenture out of said special fund, all in accordance with the
terms and provisions set forth in the Indenture.
The Bonds maturing on July 1 in the years 2005 through and including 2009,
shall be subject to redemption, at the option of the Authority, on or after July 1, 2004 in
whole at any time or in part (by lot within any maturity), on any interest payment date, at
the following redemption prices, plus accrued interest to the date fixed for redemption:
Redemption Price
Redemption Period (percentage of
(dates inclusive) principal amount)
July 1, 2004 to June 30, 2005 102%
July 1, 2005 to June 30, 2006 101%
July 1, 2006 and thereafter 100%
•
The Bonds are also subject to redemption prior to their respective maturity
dates, in authorized denominations, on any date, as a whole or in part, from net insurance
proceeds or condemnation awards, upon the terms and conditions of, and as provided in, the
LA1-70347.1 3
Indenture, at the principal amount thereof together with accrued interest to the date of
redemption.
If less than all the outstanding Bonds maturing by their terms on any one date
are to be redeemed at any one time, the Trustee shall select the Bonds of such maturity date
to be redeemed in any manner that it deems appropriate and fair.
As provided in the Indenture, notice mption of this Bond shall be given
by first class mail not less than thirty (30) day re than sixty (60) days before the
redemption date to the registered owner h��ii \ notice of redemption has been duly given
and money for the payment of the red- rice is held by the Trustee, then on the
redemption date designated in such n. %,, this Bond shall become due and payable, and
from and after the date so designated, interest on this Bond shall cease to accrue and the
registered owner of this Bond shall have no rights with respect hereto except to receive
payment of the redemption price hereof.
If an Event of Default, as defined in the Indenture, shall occur, the principal
of all outstanding Bonds may be declared due and payable upon the conditions, in the manner
and with the effect provided in the Indenture; except that the Indenture provides that in
certain events such declaration and its consequences may be rescinded by the registered
owners of at least a majority in aggregate principal amount of the Bonds then outstanding.
This Bond is transferable only on the books required to be kept for that
purpose by the Trustee by the registered owner hereof in person or by his duly authorized
attorney upon payment of the charges provided in the Indenture and upon surrender of this
Bond together with a written instrument of transfer in a form approved by the Trustee duly
executed by the registered owner or his duly authorized attorney, and thereupon a new fully
registered Bond or Bonds in the same aggregate principal amount will be issued to the
transferee in exchange therefor. The Trustee shall not be required to register the transfer of
or exchange any Bond (1) during the period commencing on the day five (5) business days
before the date on which Bonds are to be selected for redemption and ending on such date of
selection, or (2) which has been selected for redemption in whole or in part.
The Authority and the Trustee may deem and treat the registered owner hereof
as the absolute owner hereof for the purpose of receiving payment of the interest hereon and
principal hereof and for all other purposes, whether or not this Bond shall be overdue, and
neither the Authority nor the Trustee shall be affected by any notice or knowledge to the
contrary; and payment of the interest on and principal of this Bond shall be made only to
such registered owner, which payments shall be valid and effectual to satisfy and discharge
liability on this Bond to the extent of the sum or sums so paid.
The rights and obligations of the Authority and of the registered owners of the
Bonds may be amended at any time in the manner, to the extent and upon the terms provided
in the Indenture, but no such amendment shall (1) extend the maturity of this Bond or reduce
the interest rate hereon or otherwise alter or impair the obligation of the Authority to pay the
interest hereon or principal hereof at the time and place and at the rate and in the currency
LA1-70347.1 4
provided herein without the express written consent of the registered owner of this Bond, or
(2) pennit the creation by the Authority of any pledge of the Revenues superior to or on a
parity with the pledge created by the Indenture for the benefit of the Bonds, (3) increase the
aggregate amount of Bonds issued under the Indenture above the value of the Leased
Property or (4) modify any rights or obligations of the Trustee without its prior written
assent thereto, all as more fully set forth in the Indenture.
If the Authority shall pay or cause to be pr there shall otherwise be paid
to the registered owners of all outstanding Bonds the i-4- thereon, the principal thereof
and the redemption premiums, if any, thereon at I ti , t and in the manner stipulated
herein and in the Indenture, then the register •w'.: s of such Bonds shall cease to be
entitled to the pledge of the Revenues as dia
, in the Indenture, and all agreements,
covenants and other obligations of the Au ty to the registered owners of such Bonds
under the Indenture shall thereupon cease, terminate and become void and be discharged and
satisfied.
This Bond shall not be entitled to any benefit, protection or security under the
Indenture or become valid or obligatory for any purpose until the certificate of authentication
and registration hereon endorsed shall have been manually executed and dated by the
Trustee.
It is hereby certified that all acts and proceedings required by law necessary to
make this Bond, when executed by the Authority, authenticated and delivered by the Trustee
and duly issued, the valid, binding and legal limited obligation of the Authority have been
done and taken, and have been in all respects duly authorized.
LAI-70347.1 5
IN WITNESS WHEREOF, the Santa Ana Financing Authority has caused
this Bond to be executed in its name and on its behalf by the manual or facsimile signature of
its Chairman and attested to by the manual or facsimile signature of its Secretary, and has
caused this Bond to be dated as of the day and year first above written.
SANTA ANA FINANCING AUTHORITY
By St%
Attest:
'
.ems ry
CERTIFICATE OF AUTHENTICATION AND
REGISTRATION
This is one of the Bonds described in the within mentioned Indenture which
has been authenticated and registered on March 23, 1994.
MERIDIAN TRUST COMPANY OF CALIFORNIA, as
Trustee
By G�
�hrrized Signatory
7
ASSIGNMENT
For value received the undersigned hereby sells, assigns and transfers unto
, whose tax identification number is , the within bond and all
rights thereunder, and hereby irrevocably constitutes and appoints
attorney, to transfer the within bond on the books kept for registration thereof, with full
power of substitution in the premises.
Dated:
NOTE: The signature to this Assignment must correspond with the name as written
upon the face of the bond in every particular, without alteration or
enlargement or any change whatsoever.
Signature Guarantee
NOTI The signature must be guaranteed by a member of the New York Stock
Exchange or a commercial bank or trust company.
8
STATEMENT OF INSURANCE
The Municipal Bond Investors Assurance Corporation (the "Insurer") has
issued a policy containing the following provisions, such policy being on file at Meridian
Trust Company of California, San Francisco, California.
The Insurer, in consideration of the payment of the premium and subject to the
terms of this policy, hereby unconditionally and irrevocably guarantees to any owner, as
hereinafter defined, of the following described obligations, the full and complete payment
required to be made by or on behalf of the Santa •. Financing Authority (the "Issuer") to
Meridian Trust Company of California, or its • - sor (the "Paying Agent") of an amount
equal to (i) the principal of (either at the + .turity or by any advancement of maturity
pursuant to a mandatory sinking fund :4.a and interest on, the Obligations (as that term
is defined below) as such payment. I .ecome due but shall not be so paid (except that in
the event of any acceleration of the - e date of such principal by reason of mandatory or
optional redemption or acceleration resulting from default or otherwise, other than any
advancement of maturity pursuant to a mandatory sinking fund payment, the payments
guaranteed hereby shall be made in such amounts and at such times as such payments of
principal would have been due had there not been any such acceleration); and (ii) the
reimbursement of any such payment which is subsequently recovered from any owner
pursuant to a final judgment by a court of competent jurisdiction that such payment
constitutes an avoidable preference to such owner within the meaning of any applicable
bankruptcy law. The amounts referred to in clauses (i) and (ii) of the preceding sentence
shall be referred to herein collectively as the "Insured Amounts." "Obligations" shall mean:
$107,399,438.50 Santa Ana Financing Authority
Police Administration and Holding Facility
Lease Revenue Bonds,
Series 1994A
Upon receipt of telephonic or telegraphic notice, such notice subsequently
confirmed in writing by registered or certified mail, or upon receipt of written notice by
registered or certified mail, by the Insurer from the Paying Agent or any owner of an
Obligation the payment of an Insured Amount for which is then due, that such required
payment has not been made, the Insurer on the due date of such payment or within one
business day after receipt of notice of such nonpayment, whichever is later, will make a
deposit of funds, in an account with State Street Bank and Trust Company, N.A., in New
York, New York, or its successor, sufficient for the payment of any such Insured Amounts
which are then due. Upon presentment and surrender of such Obligations or presentment of
such other proof of ownership of the Obligations, together with any appropriate instruments
of assignment to evidence the assignment of the Insured Amounts due on the Obligations as
are paid by the Insurer, and appropriate instruments to effect the appointment of the Insurer
as agent for such owners of the Obligations in any legal proceeding related to payment of
Insured Amounts on the Obligations, such instruments being in a form satisfactory to State
Street Bank and Trust Company, N.A., State Street Bank and Trust Company, N.A. shall
disburse to such owners or the Paying Agent payment of the Insured Amounts due on such
9