Tab_I-2$11,230,000
ROSEMEAD CONINIVNIT'1 DIa'I:I.OPMEN r CO I.NIISSION
ROSF~IFAD NIFRCED PROJFCI'ARE.
T.1 \ \ I_ L O C ~ H O-N BONDS
SFRIES 2010A
CERTIFIC,kTE OF S'E'CRETARY REC.1RDING SENIOR INDT'N'TURE
The urn(icr-,Igilcd iicreb.\ states ,ind certifies the 1011owing:
(a) that the unrlersi~~ncd is titc Sccrctary of the Rosemead Community Development
Commission, a puihlic bo(k. corporatc and politic. or_aniicd and existing under and by virtue of
the 1of the Stag: of' CAlfonua (formerly the losemead Redevelopment Agency, the
"Commission"), and tfiat as such, is familiar with the facts herein certified and is authorized and
qualified to certify the same, and
(b) that attached hereto is a full, true and correct copy of the Indenture, dated as of
October 1, 1993, by and between the Rosemead Redevelopment Agency and State Street Bank
and Trust Company of California, N.A., as predecessor trustee, as amended, which has not been
amended, supplemented or modified, except by the attached First Supplement to Indenture, dated
as of March 1, 2006, by and between the Commission and U.S. Bank National Association, as
successor trustee (the "Trustee"), relating to the $14,005,000 aggregate principal amount of
Rosemead Community Development Commission Rosemead Project Area No. 1 Tax Allocation
Bonds, Series 2006A, and the attached Second Supplement to Indenture, dated as of December 1,
2006, by and between the Commission and the Trustee, relating to the $24,230,000 aggregate
principal amount of Rosemead Community Development Commission Redevelopment Project
Area No. I Tax Allocation Refunding Bonds, Series 2006B.
Dated: July 15, 2010
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
Gloria Motlc~l i, Scercta
ROSEIVIEAD REDEVELOPMENT AGENCY
and
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A.
as Trustee
INDENTURE
Dated as of October 1 1993
Relating to
Rosemead Redevelopment Agency
Redevelopment Project Area No. 1
Tax Allocation Bonds, Series 1993A
And
Rosemead Redevelopment Agency
Redevelopment Project Area No. 1
Taxable Tax Allocation Refunding Bonds, Series 1993B
LA1-56146.3
TABLE OF CONTENTS
Paae
Parties 1
Recitals 1
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions 2
SECTION 1.02. Equal Security 15
ARTICLE II
THE BONDS; SERIES 1993 BOND PROVISIONS
SECTION 2.01.
Authorization
16
SECTION 2.02.
Terms of Series 1993 Bonds
16
SECTION 2.03.
Form of Series 1993 Bonds
17
SECTION 2.04.
Redemption of Series 1993 Bonds; Selection of Bonds;
Purchase in Lieu of Redemption; Notice
18
SECTION 2.05.
Execution of Bonds
21
SECTION 2.06.
Transfer and Registration of Bonds
21
SECTION 2.07.
Exchange of Bonds
22
SECTION 2.08.
Bond Registration Books
22
SECTION 2.09.
Mutilated, Destroyed, Stolen or Lost Bonds
22
SECTION 2.10.
Temporary Bonds
23
SECTION 2.11.
Validity of Bonds
23
SECTION 2.12.
Book-Entry System
23
ARTICLE III
ISSUANCE OF SERIES 1993 BONDS;
APPLICATION OF PROCEEDS OF SALE
SECTION 3.01. Issuance of Series 1993 Bonds 25
SECTION 3.02. Application of Proceeds of Sale of Series 1993 Bonds and
Amounts Held Under the 1991 Prior Indenture and the
1987 Prior Resolution Allocation Among Funds and
Accounts 25
LA1-56146.3 i
Pate
ARTICLE IV
ISSUANCE OF ADDITIONAL BONDS
SECTION 4.01. Conditions for the Issuance of Additional Bonds 26
SECTION 4.02. Procedure for the Issuance of Additional Bonds 28
SECTION 4.03. Limit on Indebtedness 29
ARTICLE V
PLEDGED TAX REVENUES; CREATION OF FUNDS
SECTION 5.01.
Pledge of Pledged Tax Revenues
29
SECTION 5.02.
Special Fund; Debt Service Fund; Receipt and Deposit of
Pledged Tax Revenues
29
SECTION 5.03.
Establishment of Funds
30
SECTION 5.04.
Redevelopment Fund
30
SECTION 5.05.
Expense Fund
31
SECTION 5.06.
[Intentionally left blank.]
31
SECTION 5.07.
Establishment and Maintenance of Accounts for Use of
Moneys in the Debt Service Fund
31
SECTION 5.08.
Investment of Moneys in Funds and Accounts
34
ARTICLE VI
COVENANTS OF THE AGENCY
SECTION 6.01.
Punctual Payment
35
SECTION 6.02.
Against Encumbrances
35
SECTION 6.03.
Extension or Funding of Claims for Interest
35
SECTION 6.04.
Management and Operation of Properties
36
SECTION 6.05.
Payment of Claims
36
SECTION 6.06.
Books and Accounts; Financial and Project Statements
36
SECTION 6.07.
Protection of Security and Rights of Owners
37
SECTION 6.08.
Payment of Taxes and Other Charges
37
SECTION 6.09.
Financing the Project
37
SECTION 6.10.
Taxation of Leased Property
37
SECTION 6.11.
Disposition of Property in Project Area
38
SECTION 6.12.
Amendment of Redevelopment Plan
38
SECTION 6.13.
Pledged Tax Revenues
39
SECTION 6.14.
Further Assurances .
39
SECTION 6.15.
Tax Covenants; Rebate Fund
39
SECTION 6.16.
Agreements with Other Taxing Agencies
40
SECTION 6.17.
Annual Review of Pledged Tax Revenues
40
LA1-56146.3 ii
Page
ARTICLE VII
THE TRUSTEE
SECTION 7.01.
Appointment of Trustee
41
SECTION 7.02.
Acceptance of Trusts
41
SECTION 7.03.
Fees, Charges and Expenses of Trustee
44
SECTION 7.04.
Notice to Bond Owners of Default
44
SECTION 7.05.
Intervention by Trustee
44
SECTION 7.06.
Removal of Trustee
44
SECTION 7.07.
Resignation by Trustee
45
SECTION 7.08.
Appointment of Successor Trustee
45
SECTION 7.09.
Merger or Consolidation
45
SECTION 7.10.
Concerning any Successor Trustee
45
SECTION 7.11.
Appointment of Co-Trustee
46
SECTION 7.12.
Limited Liability of Trustee
46
ARTICLE VIII
AMENDMENT OF THE INDENTURE
SECTION 8.01. Amendment Requirements. 47
SECTION 8.02. Disqualified Bonds 48
SECTION 8.03. Endorsement or Replacement of Bonds After
Amendment ..................................48
SECTION 8.04. Amendment by Mutual Consent 49
SECTION 8.05. Opinion of Counsel 49
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 9.01. Events of Default and Acceleration of Maturities 49
SECTION 9.02. Application of Funds Upon Acceleration 50
SECTION 9.03. Other Remedies of Owners 51
SECTION 9.04. Non-Waiver 51
SECTION 9.05. Actions by Trustee as Attorney-in-Fact 52
SECTION 9.06. Remedies Not Exclusive 52
SECTION 9.07. Owners' Direction of Proceedings 52
SECTION 9.08. Limitation on Owners' Right to Sue 52
SECTION 9.09. Bond Insurer's Direction of Proceedings 53
LA1-56146.3 ill
Page
ARTICLE X
DEFEASANCE
SECTION 10.01. Discharge of Indebtedness 53
SECTION 10.02. Unclaimed Moneys 55
ARTICLE XI
MISCELLANEOUS
SECTION 11.01.
Liability of Agency Limited to Pledged Tax Revenues
55
SECTION 11.02.
Benefits of Indenture Limited to Parties
56
SECTION 11.03.
Successor Is Deemed Included in All References
to Predecessor
56
SECTION 11.04.
Execution of Documents by Owners
56
SECTION 11.05.
Waiver of Personal Liability
57
SECTION 11.06.
Acquisition of Bonds by Agency
57
SECTION 11.07.
Content of Certificates and Reports
57
SECTION 11.08.
Notice to Bond Insurer
58
SECTION 11.09.
Funds and Accounts
58
SECTION 11.10.
Article and Section Headings and References
58
SECTION 11.11.
Partial Invalidity
58
SECTION 11.12.
Execution in Several Counterparts
59
SECTION 11.13.
Business Days
59
SECTION 11.14.
Governing Law
59
SECTION 11.15.
Notices
59
EXECUTION
61
APPENDIX A FORM OF BOND A-1
LA1-56146.3 iv
INDENTURE
THIS INDENTURE (the "Indenture") is made and entered into as of October 1,
1993, by and between the ROSEM ?AD REDEVELOPMENT AGENCY, a public body,
corporate and politic, organized and existing under and by virtue of the laws of the State of
California (the "Agency"), and State Street Bank and Trust Company California, N.A., a
banking corporation duly organized and existing under the laws of the State of California and
authorized to accept and execute trusts of the character herein set forth with a corporate trust
office located in Los Angeles, California, as trustee (the "Trustee");
WITNESSETH:
WHEREAS, the Agency is a redevelopment agency, a public body, corporate and
politic, duly created, established and authorized to transact business and exercise its powers, all
under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the Health
and Safety Code of the State of California and referred to herein as the "Law") and the powers
of such agency include the power to issue bonds for any of its corporate purposes; and
WHEREAS, a redevelopment plan for a redevelopment project known and
designated as "Redevelopment Project Area No. 1" has been adopted and approved and all
requirements of law for, and precedent to, the adoption and approval of said plan have been duly
complied with; and
WHEREAS, the plan contemplates that the Agency will issue its bonds to finance
or refinance a portion of the cost of such redevelopment; and
WHEREAS, the Agency has heretofore authorized and issued (i) $14,930,000
aggregate principal amount of its Rosemead Redevelopment Agency Project Area No. 1 Tax
Allocation Notes, Series 1987 (the "Series 1987 Notes") and (ii) $11,725,240.05 aggregate
principal amount of Rosemead Redevelopment Agency, Redevelopment Project Area No. 1
Subordinate Lien Tax Allocation Bonds, Series 1991 (the "Series 1991 Bonds"), each for the
purpose of financing portions of the Agency's Redevelopment Project No. 1; and
WHEREAS, the Agency, by Resolution No. 93-24, adopted October 12, 1993 (the
"Resolution"), authorized the issuance of not to exceed thirty-five million dollars ($35,000,000)
aggregate principal amount of its Redevelopment Project Area No. 1 Tax Allocation Bonds,
Series. 1993A (the "Series 1993A Bonds"), for the purpose of refinancing portions of the
redevelopment project by refunding the Series 1991 Bonds and financing certain additional
redevelopment projects; and
WHEREAS, the Agency, by Resolution No. 93-24, adopted October 12, 1993 (the
"Resolution"), authorized the issuance of not to exceed three million two hundred thousand
dollars ($3,200,000) aggregate principal amount of its Redevelopment Project Area No. 1
Taxable Tax Allocation Refunding Bonds, Series 1993B (the "Series 1993B Bonds"), for the
purpose of refinancing portions of the redevelopment project by refunding the Series 1987 Notes
(the Series 1987 Notes and the Series 1991 Bonds are collectively referred to as the "Refunded
Bonds"); and
LA1-56146.3
WHEREAS, the Agency has determined to issue the Series 1993A Bonds and the
Series 1993B Bonds (collectively,' the "Series 1993 Bonds") pursuant to this Indenture and to
secure the Series 1993 Bonds in the manner provided herein; and
WHEREAS, the Agency has determined that all things necessary to cause the
Series 1993 Bonds, when authenticated by the Trustee and issued as in this Indenture provided,
to be legal, special obligations of the Agency, enforceable in accordance with their terms, and
to constitute this Indenture a valid agreement for the uses and purposes herein set forth in
accordance with its terms, have been done and taken, and the creation, execution and delivery
of this Indenture and the creation, execution and issuance of the Series 1993 Bonds, subject to
the terms hereof, have in all respects been duly authorized;
NOW THEREFORE, THIS INDENTURE WITNESSETH, that in order to secure
the payment of the principal of, and the interest and premium, if any, on, all Bonds at any time
issued and Outstanding under this Indenture, according to their tenor, and to secure the
performance and observance of all the covenants and conditions therein and herein set forth, and
to declare the terms and conditions upon and subject to which the Bonds are to be issued and
received, and in consideration of the premises and of the mutual covenants herein contained and
of the purchase and acceptance of the Bonds by owners thereof, and for other valuable
considerations, the receipt whereof is hereby acknowledged, the Agency does hereby covenant
and agree with the Trustee, for the benefit of the respective holders from time to time of the
Bonds, as follows:
ARTICLE I
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires, the terms
defined in this Section shall for all purposes of this Indenture and of the Bonds and of any
certificate, opinion, report, request or other document herein or therein mentioned have the
meanings herein specified.
A gnc
The term "Agency" means the Rosemead Redevelopment Agency, a public body,
corporate and politic, duly organized and existing under and pursuant to the law.
Annual Debt Service: Average Annual Debt Service; Maximum Annual Debt Service
The term "Annual Debt Service" means, for each Bond Year, the sum of (1) the
interest falling due on all Outstanding Bonds in such Bond Year, assuming that all Outstanding
Serial Bonds are retired as scheduled and that all Outstanding Term Bonds, if any, are redeemed
from the Sinking Account, as may be scheduled (except to the extent that such interest is to be
paid from the proceeds of sale of any Bonds), (2) the principal amount of the Outstanding Serial
Bonds, if any, maturing by their terms in such Bond Year, and (3) the minimum amount of such
Outstanding Term Bonds required to be paid or called and redeemed in such Bond Year.
LA1-56146.3 2
"Annual Debt Service" shall not include (a) interest on Bonds which is to be paid
from amounts constituting capitalized interest or (b) principal and interest allocable to that
portion of the proceeds of any Bonds required to remain unexpended and to be held in escrow
pursuant to the terms of a Supplemental Indenture, provided that (i) projected interest earnings
on such proceeds, plus such amounts, if any, deposited by the Agency in the Interest Account,
are sufficient to pay the interest due on such portion of the Bonds so long as it is required to be
held in escrow and (ii) the conditions for the release of such proceeds from escrow, insofar as
they. relate to Pledged Tax Revenue coverage and satisfaction of the Reserve Account
Requirement, are substantially similar to those for the issuance of Additional Bonds.
The term "Average Annual Debt Service" means the average Bond Year Annual
Debt Service over all Bond Years.
The term "Maximum Annual Debt Service" means the largest Annual Debt
Service during the period from the date of such determination through the final maturity date of
any Outstanding Bonds.
Authorized Investments
The term "Authorized Investments" means any of the following which at the time
of investment are legal investments under the laws of the State of California for the moneys
proposed to be invested therein:
A. Direct obligations of the United States of America (including obligations
issued or held in book-entry form on the books of the Department of the Treasury, and CATS
and TGRS) or obligations the principal of and interest on which are unconditionally guaranteed
by the United States of America.
B. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following federal agencies and provided such obligations are backed
by the full faith and credit of the United States of America (stripped securities are only permitted
if they have been stripped by the agency itself):
1. U.S. Export-Import Bank (Eximbank)
Direct obligations of fully guaranteed certificates of beneficial ownership
2. Farmers Home Administration (FHA)
Certificates of beneficial ownership
Federal Financing Bank
4. Federal Housing Administration Debentures (FHA)
5. General Services Administration
Participation certificates
6. Government National Mortgage Association (GNMA or "Ginnie Mae")
LA1-56146.3 3
GNMA - guaranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
7. U.S. Maritime Administration
Guaranteed Title XI financing
8. U.S. Department of Housing and Urban Development (HUD)
Project Notes
Local Authority Bonds
New Communities Debentures - U.S. Government guaranteed debentures
U.S. Public Housing Notes and Bonds - U.S. government guaranteed
public housing notes and bonds
C. Bonds, debentures, notes or other evidence of indebtedness issued or
guaranteed by any of the following non-full faith and credit U.S. government agencies (stripped
securities are only permitted if they have been stripped by the agency itself and written
confirmation thereof is provided by the Agency to the Trustee):
1. Federal Home Loan Bank System
Senior debt obligations
2. Federal Home Loan Mortgage Corporation 04EL IC or "Freddie Mac")
Participation Certificates
Senior debt obligations
3. Federal National Mortgage Association (FNMA or "Fannie Mae")
Mortgage-backed securities and senior debt obligations
4. Student Loan Marketing Association (SLMA or "Sallie Mae")
Senior Debt obligations
5. Resolution Funding Corte (REFCORP) obligations
D. Money market funds registered under the Federal Investment Company Act
of 1940, whose shares are registered under the Securities Act of 1933, and having a rating by
S&P of AAAm-G, AAAm, or AAm.
E. Certificates of deposit secured at all times by collateral described in (A)
and/or (B) above. Such certificates must be issued by commercial banks, savings and loan
associations or mutual savings banks. The collateral must be held by a third party and the
Owners must have a perfected first security interest in the collateral.
F. Certificates of deposit, savings accounts, deposit accounts or money market
deposits issued by any United States bank or trust company whose long-term obligations are
rated "A+" or better by S&P or "A-1" or better by Moody's.
LA1-56146.3 4
G. Investment Agreements, including guaranteed investment contracts,
acceptable to the Bond Insurer.
H. Commercial paper rated, at the time of purchase, "Prime - 1 " by Moody's
or "A-1" or better by S&P.
I. Bonds or notes issued by any state or municipality which are rated by
Moody's or S&P in one of the two highest rating categories assigned by such agencies.
J. Federal funds or banks acceptances with a maximum term of one year of
any bank which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1"
or "A3" or better by Moody's and "A-1" or "A" or better by S&P.
K. Repurchase agreements providing for the transfer of securities from a
dealer bank or securities firm (seller/borrower) to the Trustee (buyer/lender), and the transfer
of cash from the Trustee to the dealer bank or securities firm with an agreement that the dealer
bank or securities firm will repay the cash plus a yield to the Trustee in exchange for the
securities at a specified date.
Repurchase agreements must satisfy the following criteria or be approved
by the Bond Insurer.
1. Repurchase Agreements must be between the municipal entity or Trustee
and a dealer bank or securities firm
a. Primary dealers on the Federal Reserve reporting dealer list which
are rated A or better by S&P and Moody's, or
b. Banks rated "A" or above by S&P and Moody's.
2. Each repurchase agreement contract must be in writing and must include
the following:
a. Securities which are acceptable for transfer are:
(1) Direct U.S. governments, or
(2) Federal agencies backed by the full faith and credit of the
U.S. government (and FNMA & FMAC)
b. The term of each repurchase agreement may be up to 30 days
c. The collateral must be delivered to the municipal entity, trustee (if
trustee is not supplying the collateral) or third party acting as agent
for the trustee (if the trustee is supplying the collateral)
before/simultaneous with payment (perfection by possession of
certificated securities).
LA1-56146.3 5
d. Valuation of Collateral
(1) The securities must be valued weekly, marked-to-market at
current market price plus accrued interest.
(a) The value of collateral must be equal to 104% of
the amount of cash transferred by the municipal
entity to the dealer bank or security firm under the
repurchase agreement, plus accrued interest. If,
however, the securities used as collateral are
FNMA or FMAC, then the value of collateral must
equal 105
3. Legal opinion which must be delivered to the municipal entity or Trustee
to the effect that the repurchase agreement meets guidelines under state
law for legal investment or public funds.
L. Any state-administered pool investment fund in which the issuer is statutorily
permitted or required to invest and which will accept deposits and withdrawals directly from the
Trustee; provided, that such investment is held in the name or to the credit of the Trustee.
M. Shares in a California common law trust established pursuant to Title 1,
Division 7, Chapter 5 of the Government Code of the State of California which invests
exclusively in investments permitted by Section 53635 of Title 5, Division 2, Chapter 4 of the
Government Code of the State of California, as it may be amended; provided that such shares
are held in the name and to the credit of the Trustee.
Authorized Representative
The term "Authorized Representative" means the Chair, the Executive Director,
the Treasurer of the Agency, or any other officer of the Agency duly authorized.
Bonds Series 1993A Bonds, Series 1993B Bonds. Series 1993 Bonds, Additional Bonds, Serial
Bonds, Term Bonds
The term "Bonds" means the Series 1993 Bonds and all Additional Bonds.
The term "Series 1993A Bonds" means the Rosemead Redevelopment Agency
Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 1993A, authorized to be issued
pursuant to Section 2.01.
The term "Series 1993B Bonds" means the Rosemead Redevelopment Agency
Redevelopment Project Area No. 1 Taxable Tax Allocation Refunding Bonds, Series 1993B,
authorized to be issued pursuant to Section 2.01.
The term "Series 1993 Bonds" means the Series 1993A Bonds and the Series
1993B Bonds.
LA1-56146.3 6
The term "Additional Bonds" means all tax allocation bonds of the Agency
authorized and executed pursuant to the Indenture and issued and delivered in accordance with
Article IV.
The term "Serial Bonds" means Bonds for which no mandatory sinking account
payments are provided.
The term "Term Bonds" means Bonds which are payable on or before their
specified maturity dates from mandatory sinking account payments established for that purpose
and calculated to retire such Bonds on or before their specified maturity dates.
Bond Insurance Policy
The term "Bond Insurance Policy" means the municipal bond insurance policy,
if any, issued by the applicable Bond Insurer and guaranteeing, in whole or in part, the payment
of principal of and interest on a Series of Bonds.
Bond Year
The term "Bond Year" means (i) with respect to the initial Bond Year, the period
extending from the date the Series 1993 Bonds are originally delivered to and including
October 1, 1994, and (ii) thereafter, each successive twelve-month period. Notwithstanding the
foregoing, the term Bond Year as used in the Tax Certificate is defined in the manner set forth
in the Tax Certificate.
Book Entry Bonds
The term "Book-Entry Bonds" means Bonds of any Series registered in the name
of the Nominee of a Depository as the Owner thereof pursuant to the terms and provisions of
Section 2.12 hereof.
Business Day
The term "Business Day" has the meaning set forth in Section 11.13.
Certificate of the Agencv
The term "Certificate of the Agency" means an instrument in writing signed by
the Chair or Vice-Chair of the Agency, or by the Treasurer of the Agency, or by any other
officer of the Agency duly authorized by the Agency for that purpose.
city
The term "City" means the City of Rosemead, California.
LA1-56146.3 7
Code
The term "Code" means the Internal Revenue Code of 1986, and any regulations
promulgated thereunder.
Consultant's Report
The term "Consultant's Report" means a report signed by an Independent
Financial. Consultant or an Independent Redevelopment Consultant, as may be appropriate to the
subject of the report, and including:
(1) a statement that the person or firm making or giving such report has read
the pertinent provisions of this Indenture to which such report relates;
(2) a brief statement as to the nature and scope of the examination or
investigation upon which the report is based; and
(3) a statement that, in the opinion of such person or firm, sufficient
examination or investigation was made as is necessary to enable said Independent
Financial Consultant or Independent Redevelopment Consultant to express an informed
opinion with respect to the subject matter referred to in the report.
County Agreement
The term "County Agreement" means that certain agreement for reimbursement
of tax increment funds by and among the Agency, the County of Los Angeles, the Consolidated
Fire Protection District and the Los Angeles County Public Library.
Dated Date
The term "Dated Date" means, with respect to any Series of Bonds, the dated date
of such Bonds as specified in the Supplemental Indenture establishing such Series of Bonds, or,
with respect to the Series 1993 Bonds, October 1, 1993.
Depository
The term "Depository" means the securities depository acting as Depository
pursuant to Section 2.12 hereof.
DTC
The term "DTC" means The Depository Trust Company, New York, New York,
and its successors and assigns.
LA1-56146.3 8
Escrow Agreement. Series 1987
The term "Escrow Agreement, Series 1987" means that certain Refunding Escrow
Agreement dated as of October 1, 1993 by and between the Agency and First Interstate Bank
of California, as escrow agent, providing for the defeasance of the Series 1987 Notes.
Escrow Agreement. Series 1991
The term "Escrow Agreement, Series 1991" means that certain Refunding Escrow
Agreement dated as of October 1, 1993 by and between the Agency and State Street Bank and
Trust Company of California, N.A., as escrow agent, providing for the defeasance of the Series
1991 Bonds.
Federal Securities
The term "Federal Securities" means noncallable securities described in
paragraphs (A) and (B) of the definition of Authorized Investments as and to the extent that such
securities are eligible for the legal investment of Agency funds.
Fiscal Year
The term "Fiscal Year" means the period commencing on July 1 of each year and
terminating on the next succeeding June 30, or any other annual accounting period hereafter
selected and designated by the Agency as its Fiscal Year in accordance with the Law and
identified in writing to the Trustee.
Housing Fund
The term "Housing Fund" means the Low and Moderate Income Housing Fund,
established pursuant to Section 33334.3 of the Law with respect to the Project Area and held by
the Agency.
Indenture
The term "Indenture" means this Indenture and all Supplemental Indentures.
Independent Certified Public Accountant
The term "Independent Certified Public Accountant" means any certified public
accountant or firm of such accountants duly licensed and entitled to practice and practicing as
such under the laws of the State of California, appointed and paid by the Agency, and who, or
each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency;
and
LA1-56146.3 9
(3) is not connected with the Agency as a member, officer or employee of the
Agency, but who may be regularly retained to make annual or other audits of the books
of or reports to the Agency.
Independent Financial Consultant
The term "Independent Financial Consultant" means a financial consultant or firm
of such consultants generally recognized to be well qualified in the financial consulting field,
appointed and paid by the Agency and satisfactory to and approved by the Trustee (which shall
be under no liability by reason of such approval) and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency;
and
(3) is not connected with the Agency as a member, officer or employee of the
Agency, but who may be regularly retained to make annual or other reports to the
Agency.
Independent Redevelopment Consultant
The term "Independent Redevelopment Consultant" means a consultant or firm
of such consultants generally recognized to be well qualified in the field of consulting relating
to tax allocation bond financing by California redevelopment agencies, appointed and paid by
the Agency, and who, or each of whom:
(1) is in fact independent and not under the domination of the Agency;
(2) does not have any substantial interest, direct or indirect, with the Agency;
and
(3) is not connected with the Agency as a member, officer or employee of the
Agency, but who may be regularly retained to make annual or other reports to the
Agency.
Information Services
The term "Information Services" means Financial Information, Inc.'s "Daily
Called Bond Service," 30 Montgomery Street, 10th Floor, Jersey City, New Jersey 07302,
Attention: Editor; Kenny Information Services' "Called Bond Service," 55 Broad Street, 28th
Floor, New York, New York 10004; Moody's "Municipal and Government, " 99 Church Street,
8th Floor, New York, New York 10007, Attention: Municipal News Reports; and S&P "Called
Bond Record," 25 Broadway, 3rd Floor, New York, New York 10004; or to such other
addresses and/or such other services providing information with respect to called bonds as the
Agency may designate to the Trustee in writing.
LA1-56146.3 10
Interest Payment Date
The term "Interest Payment Date" means each April 1 or October 1 on which
interest on any Series of Bonds is scheduled to be paid.
Investment Agreement
The term "Investment Agreement" means an investment agreement or guaranteed
investment contract by and between the Trustee and a national or state chartered bank or savings
and loan institution (including the Trustee) or other financial institution or insurance company,
respecting the investment of moneys in certain funds or accounts established pursuant to this
Indenture; provided that, at the time of execution thereof, any such bank, institution, or company
has unsecured debt obligations or claims-paying ability rated in one of the two highest rating
categories by Moody's and S&P; and provided, further, that the Agency shall provide written
notice to Moody's and S&P at least 15 days prior to entering into an Investment Agreement,
together with a copy of the proposed form of such agreement.
Law
The term "Law" means the Community Redevelopment Law of the State of
California (being Part 1 of Division 24 of the Health and Safety Code of the State of California,
as amended), and all laws amendatory thereof or supplemental thereto.
Letter of Representations
The term "Letter of Representations" means the letter of the Agency and the
Trustee delivered to and accepted by the Depository on or prior to the issuance of a Series of
Book-Entry Bonds setting forth the basis on which the Depository serves as depository for such
Book-Entry Bonds, as originally executed or as it may be supplemented or revised or replaced
by a letter to a substitute depository.
Moody's
The term "Moody's" means Moody's Investors Service.
Nominee
The term "Nominee" means the nominee of the Depository, which may be the
Depository, as determined from time to time pursuant to Section 2.12 hereof.
Outstanding
The term "Outstanding" when used as of any particular time with reference to
Bonds, means (subject to the provisions of Section 8.02) all Bonds except
LA 1-56146.3 11
(1) Bonds theretofore canceled by the Trustee or surrendered to the Trustee
for cancellation;
(2) Bonds paid or deemed to have been paid within the meaning of Section
10.01; and
(3) Bonds in lieu of or in substitution for which other Bonds shall have been
authorized, executed, issued and delivered by the Agency pursuant to this Indenture.
Owner
The term "Owner" means the registered owner of any Outstanding Bond.
Participants
The term "Participants" means those broker-dealers, banks and other financial
institutions from time to time for which the Depository holds Book-Entry Bonds as securities
depository.
1991 Prior Indenture
The term "1991 Prior Indenture" means that certain Indenture, dated as of
September 1, 1991, between the Agency and State Street Bank and Trust Company of California,
N.A., as trustee, as heretofore amended or supplemented.
1987 Prior Resolution
The term "1987 Prior Resolution" means that certain resolution adopted by the
Agency on August 11, 1987, as the same may heretofore have been supplemented or amended.
Pledged Tax Revenues
The term "Pledged Tax Revenues" means, for each Fiscal Year, the taxes
(including, except to the extent limited by law, all payments, reimbursements and subventions,
if any, specifically attributable to ad valorem taxes lost by reason of tax exemptions and tax rate
limitations) eligible for allocation to the Agency pursuant to the Law in connection with the
Project Area, excluding (a) amounts, if any, required to be deposited by the Agency in the
Housing Fund and used for certain housing purposes, provided, however, that such amounts
shall not be excluded if and to the extent that the Agency makes such amounts available as
Pledged Tax Revenues, (b) amounts, if any, payable pursuant to the County Agreement, but only
to the extent such amounts are not subordinated to the payment of debt service on the Bonds,
and (c) amount, if any, received by the Agency pursuant to Section 16111 of the Government
Code, as provided in the Redevelopment Plan.
LA1-56146.3 12
Principal Payment Date
The term "Principal Payment Date" means any date on which principal of any
Series of Bonds is scheduled to be paid, which dates shall be as set forth in Section 2.02 hereof
for the Series 1993 Bonds.
Project
The term "Project" means the undertaking of the Agency pursuant to the
Redevelopment Plan and the Law for the redevelopment of the Project Area.
Project Area
The term "Project Area" means the project area described in the Redevelopment
Plan, known as the Redevelopment Project Area No. 1.
Oualified Reserve Instrument
The term "Qualified Reserve Instrument" means a letter of credit meeting the
requirements of Section 5.07(4)(b) or an insurance policy meeting the requirements of Section
5.07(4)(c).
Record Date
The term "Record Date" means the 15th day of the month next preceding each
Interest Payment Date.
Redevelopment Plan
The term "Redevelopment Plan" means the Redevelopment Plan for
Redevelopment Project Area No. 1, adopted and approved as the Official Redevelopment Plan
for the Project Area by Ordinance No. 340 duly adopted by the City Council of the City on
July 27, 1972, as amended on January 8, 1987 by Ordinance No. 592, together with all
amendments thereof or supplements thereto hereafter made in accordance with the law.
Refunded Bonds
The term "Refunded Bonds" means (i) the Series 1987 Notes and (ii) the Series
1991 Bonds.
Reserve Account Requirement
The term "Reserve Account Requirement" means, as of any calculation date, an
amount equal to the least of (i) ten percent (10%) of the amount (within the meaning of
Section 148 of the Code), as certified by the Agency to the Trustee, of that portion of Bonds
Outstanding with respect to which Annual Debt Service is calculated, (ii) 125 % of Average
Annual Debt Service of such Bonds or (iii) Maximum Annual Debt Service of such Bonds;
LA1-56146.3 13
provided, that for the purposes of such calculations, there shall be excluded an amount of Bonds
or debt service thereon equal to the amount deposited in any escrow fund established pursuant
to Section 4.01(c)(ii).
S&P
The term "S&P" means Standard & Poor's Corporation.
Securities Depositories
The term "Securities Depositories" means: The Depository Trust Company, 711
Stewart Avenue, Garden City, New York 11530, Fax-(516) 277-4039 or 4190; Midwest
Securities Trust Company, Capital Structures-Call Notification, 440 South LaSalle Street,
Chicago, Illinois 60605, Fax-(312) 663-2343; Philadelphia Depository Trust Company,
Reorganization Division, 1900 Market Street, Philadelphia, Pennsylvania 19103, Attention: Bond
Department, Dex-(215) 496-5058; or to such other addresses and/or such other securities
depositories as the Agency may designate to the Trustee in writing.
Series
The term "Series", when used with reference to the Bonds, means all of the Bonds
authenticated and delivered on original issuance and identified pursuant to this Indenture or a
Supplemental Indenture authorizing such Bonds as a separate Series of Bonds, and any Bonds
thereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to this
Indenture.
Series 1987 Notes
The Term "Series 1987 Notes" means the Rosemead Redevelopment Agency
Project Area No. 1 Tax Allocation Notes, Series 1987.
Series 1991 Bonds
The term "Series 1991 Bonds" means the Rosemead Redevelopment Agency
Redevelopment Project Area No. 1 Subordinate Lien Tax Allocation Bonds, Series 1991.
Sinking Account Installment
The term "Sinking Account Installment" means the amount of money required by
or pursuant to this Indenture to be paid by the Agency on any single date toward the retirement
of any particular Term Bonds of any particular Series on or prior to their respective stated
maturities.
Sinking Account Payment Date
The term "Sinking Account Payment Date" means any date on which Sinking
Account Installments on any Series of Bonds are scheduled to be paid.
LA1-56146.3 14
S=lemental Indenture
The term "Supplemental Indenture" means any indenture then in full force and
effect which has been entered into by the Agency and the Trustee, amendatory of or
supplemental to this Indenture; but only if and to the extent that such Supplemental Indenture
is specifically authorized hereunder.
Tax Certificate
The term "Tax Certificate" means the Tax Certificate dated the date of the
original delivery of each Series of Bonds (except any Series of Bonds which the Agency shall
certify to the Trustee is not intended to meet the requirements for tax exemption under the Code)
relating to the requirements of certain provisions of the Code, as each such certificate may from
time to time be modified or supplemented in accordance with the terms thereof.
Trustee
The term "Trustee" means such trustee at its corporate trust office in Los Angeles,
California, as may be appointed by the Agency and acting as an independent trustee with the
duties and powers herein provided, and its successors and assigns, or any other corporation or
association which may at any time be substituted in its place, as provided in Section 7.08.
Written Request of the Agency
The term "Written Request of the Agency" means an instrument in writing signed
by the Chair, the Executive Director or Treasurer of the Agency or by any other officer of the
Agency duly authorized by the Agency for that purpose.
SECTION 1.02. Equal Security. In consideration of the acceptance of the Bonds
by the Owners thereof, the Indenture shall be deemed to be and shall constitute a contract
between the Agency and the Trustee for the benefit of Owners from time to time of all Bonds
issued hereunder and then Outstanding to secure the full and final payment of the interest on and
principal of and redemption premiums, if any, on all Bonds authorized, executed, issued and
delivered hereunder, subject to the agreements, conditions, covenants and provisions herein
contained; and the agreements and covenants herein set forth to be performed on behalf of the
Agency shall be for the equal and proportionate benefit, security and protection of all Owners
of the Bonds without preference, priority or distinction as to security or otherwise of any Bonds
over any other Bonds.
LA1-56146.3 15
ARTICLE II
THE BONDS; SERIES 1993 BOND PROVISIONS
SECTION 2.01. Authorization. Bonds in unlimited amount may be issued at any
time under and subject to the terms of this Indenture. The Agency has reviewed all proceedings
heretofore taken relative to the authorization of the Series 1993 Bonds and has found, as a result
of such review, and hereby finds and' determines that all acts, conditions and things required by
law to exist, happen or be performed precedent to and in connection with the issuance of the
Series 1993 Bonds do exist, have happened and have been performed in due time, form and
manner as required by law, and the Agency is now duly authorized, pursuant to each and every
requirement of law, to issue the Series 1993 Bonds in the manner and form provided in this
Indenture. Accordingly, the Agency hereby authorizes the issuance of the Series 1993 Bonds
for the purpose of providing funds to aid in financing and refinancing the Project.
SECTION 2.02. Terms of Series 1993 Bonds. (a)(1) The Series 1993A Bonds
authorized to be issued by the Agency under and subject to the terms of this Indenture and the
Law shall be designated the "Rosemead Redevelopment Agency Redevelopment Project Area
No. 1 Tax Allocation Bonds, Series 1993A" and shall be in the aggregate principal amount of
thirty-four million two hundred seventy-five thousand dollars ($34,275,000). The Series 1993A
Bonds shall be dated as of the Dated Date and shall bear interest, at such rate or rates (payable
on April 1 and October 1 in each year, commencing April 1, 1994), and shall mature and
become payable on October 1 in each of the years as to principal in the amounts set forth below:
Maturity Date
Principal
Interest
(October
Amount
Rate
2001
$ 20,000
4.60%
2002
425,000
4.80
2003
445,000
5.00
2004
465,000
5.10
2005
490,000
5.20
2006
515,000
5.25
2007
545,000
5.30
2008
570,000
5.30
2009
600,000
5.30
2010
635,000
5.30
2011
665,000
5.30
2018
505,000
5.50
2033
23,095,000
5.60
(a)(2) The Series 1993B Bonds authorized to be issued by the Agency under and subject
to the terms of this Indenture and the Law shall be designated the "Rosemead Redevelopment
Agency Redevelopment Project Area No. 1 Taxable Tax Allocation Refunding Bonds, Series
1993B" and shall be in the aggregate principal amount of two million four hundred thirty-five
thousand dollars ($2,435,000). The Series 1993B Bonds shall be dated as of the Dated Date and
shall bear interest, at such rate or rates (payable on April 1 and October 1 in each year,
commencing April 1, 1994), and shall mature and become payable on October 1 in each of the
years as to principal in the amounts set forth below:
LA1-56146.3 16
Maturity Date
Principal
Interest
(October 1)
Amount
Rate
1994
$ 260,000
5.20%
1995
265,000
5.20
1996
280,000
5.20
1997
295,000
5.20
1998
310,000
5.50
1999
330,000
5.70
2000
345,000
5.80
2001
350,000
5.90
(b) Interest on the Series 1993 Bonds shall be computed on the basis of a 360-day
year of twelve 30-day months. The Series 1993 Bonds shall be issued as fully registered bonds
in the denomination of $5,000 or any integral multiple thereof (not exceeding the principal
amount of Series 1993A Bonds maturing at any one time). The Series 1993 Bonds shall be
numbered as determined by the Trustee. The Series 1993 Bonds shall bear interest from the
Interest Payment Date next preceding the date of registration thereof, unless such date of
registration is during the period from the 16th day of the month next preceding an Interest
Payment Date to and including such Interest Payment Date, in which event they shall bear
interest from such Interest Payment Date, or unless such date of registration is on or before the
fifteenth day of the month next preceding the first Interest Payment Date, in which event they
shall bear interest from their Dated Date; provided, however, that if, at the time of registration
of any Series 1993 Bond, interest is then in default on the Outstanding Series 1993 Bonds, such
Series 1993 Bond shall bear interest from the Interest Payment Date to which interest previously
has been paid or made available for payment on the Outstanding Series 1993 Bonds. Payment
of interest on the Series 1993 Bonds due on or before the maturity or prior redemption of such
Series 1993 Bonds shall be made to the person whose name appears on the bond registration
books of the Trustee as the registered owner thereof, as of the close of business on the 15th day
of the month next preceding the Interest Payment Date, such interest to be paid by check mailed
on each Interest Payment Date by first-class mail to such registered owner at his address as it
appears on such books, or, upon written request received by the Trustee prior to the fifteenth
day of the month preceding an Interest Payment Date, of an Owner of at least $1,000,000 in
aggregate principal amount of Series 1993 Bonds, by wire transfer in immediately available
funds to an account within the United States designated by such Owner.
Principal of and redemption premiums, if any, on the Series 1993 Bonds shall be
payable upon the surrender thereof at maturity or the earlier redemption thereof at the corporate
trust office of the Trustee. Principal of and redemption premiums, if any, and interest on the
Series 1993 Bonds shall be paid in lawful money of the United States of .America.
SECTION 2.03. Form of Series 1993 Bonds. The Series 1993A Bonds, the
authentication and registration endorsement and the assignment to appear thereon shall be
substantially in the forms attached hereto as Appendix "A", with necessary or appropriate
variations, omissions and insertions as permitted or required by this Indenture or as required to
distinguish the Series 1993A Bonds from any other Series of Bonds.
LA 1-56146.3 17
The Series 1993B Bonds, the authentication and registration endorsement and
the assignment to appear thereon shall be substantially in the forms attached hereto as Appendix
"B", with necessary or appropriate variations, omissions and insertions as permitted or required
by this Indenture or as required to distinguish the Series 1993B Bonds from any other Series of
Bonds.
SECTION 2.04. Redemption of Series 1993 Bonds; Selection of Bonds, Purchase
in Lieu of Redemption; Notice.
(a) Optional Redemption. The Series 1993B Bonds are not subject to optional
redemption prior to their maturity. The Series 1993A Serial Bonds maturing on or before
October 1, 2003 are not subject to optional redemption prior to their maturities. The Series
1993A Bonds maturing on and after October 1, 2004, shall be subject to redemption prior to
their respective maturities at the option of the Agency on or after October 1, 2003, as a whole
on any date, or in part (in such amounts and maturities as are designated to the Trustee by the
Agency no later than 60 days prior to the redemption date or, if the Agency fails to designate
such maturities, on a proportional basis among maturities) on any date, from funds derived by
the Agency from any source, at the following redemption prices (expressed as percentages of
the principal amount of Series 1993A Bonds called for redemption), together with interest
accrued thereon to the date fixed for redemption:
Redemption Date Redemption Price
October 1, 2003 through September 30, 2004 102%
October 1, 2004 through September 30, 2005 101
October 1, 2005 and thereafter 100
(b) Mandatory Sinking Fund Redemption. The Series 1993A Term Bonds
maturing on October 1, 2018 shall also be subject to mandatory redemption in part by lot on
October 1 in each year, commencing October 1, 2012, and the Series 1993A Term Bonds
maturing on October 1, 2033 shall be subject to mandatory redemption in part by lot in each
year, commencing October 1, 2019, from Sinking Account Installments deposited in the Sinking
Account, at the principal amount thereof plus interest accrued thereon to the date fixed for
redemption, without premium, in the aggregate respective principal amounts and in the
respective years as set forth in the following tables:
LA1-56146.3 18
Series 1993A Term Bonds Maturing October 1, 2018
Sinking Fund
Redemption Date
(October 1)
2012
2013
2014
2015
2016
2017
Principal Amount of
Term Bonds to Be Redeemed
2018 (maturity)
$700,000
740,000
780,000
825,000
870,000
920,000
970,000
Series 1993A Term Bonds Maturing October 1, 2033
Sinking Fund
Redemption Date Principal Amount of
(October 1) Term Bonds to Be Redeemed
2019
$1,020,000
2020
1,080,000
2021
1,140, 000
2022
1,205,000
2023
1,270,000
2024
1,340,000
2025
1,415,000
2026
1,495,000
2027
1,580,000
2028
1,675,000
2029
1,765,000
2030
1,865,000
2031
1,970,000
2032
2,080,000
2033 (maturity)
2,195,000
(c) General Redemption Provisions.
(1) Selection of Bonds. Whenever less than all the Outstanding Bonds of a
Series maturing on any one date are called for redemption at any one time, the Trustee shall
select the Bonds to be redeemed from the Outstanding Bonds of such Series maturing on such
date not previously selected for redemption, by lot in any manner which the Trustee deems fair;
LA1-56146.3 19
provided, however, that if less than all the Outstanding Term Bonds of a Series of any maturity
are called for redemption at any one time, upon the written direction from the Agency, the
Trustee shall specify a reduction in any Sinking Account Installment payments required to be
made with respect to such Bonds (in an amount equal to the amount of Outstanding Term Bonds
to be redeemed) which, to the extent practicable, results in approximately equal Annual Debt
Service on the Bonds Outstanding following such redemption.
(2) Purchase in Lieu of Redemption. In lieu of redemption of any Term Bond,
amounts on deposit in the Debt Service Fund or in the Sinking Account therein may also be used
and withdrawn by the Trustee at any time, upon the Request of the Agency received by the
Trustee prior to the selection of Bonds for redemption, for the purchase of such Term Bonds at
public or private sale as and when and at such prices (including brokerage and other charges,
but excluding accrued interest, which is payable from the Interest Fund) as the Agency may in
its discretion determine, but not in excess of the principal amount thereof plus accrued interest
to the purchase date; provided, however, that no Bonds shall be purchased by the Trustee under
this subsection (2) with a settlement date more than 90 days prior to the redemption date. The
principal amount of any Term Bonds so purchased by the Trustee in any twelve-month period
ending 60 days prior to any Principal Payment Date in any year shall be credited towards and
shall reduce the principal amount of such Term Bonds required to be redeemed on such Principal
Payment Date in such year.
(3) Notice. Notice of redemption shall be mailed by first class mail by the
Trustee, on behalf and at the expense of the Agency, not less than 30 nor more than 60 days
prior to the redemption date to (i) the respective Owners of Bonds designated for redemption at
their addresses appearing on the bond registration books of the Trustee, (ii) one or more
Information Services designated in writing to the Trustee by the Agency and (iii) the Securities
Depositories. Each notice of redemption shall state the date of such notice, the Bonds to be
redeemed, the Series and date of issue of such Bonds, the redemption date, the redemption price,
the place or places of redemption (including the name and appropriate address or addresses), the
CUSIP number (if any) of the maturity or maturities, and, if less than all of any such maturity
are to be redeemed, the distinctive certificate numbers of the Bonds of such maturity to be
redeemed and, in the case of Bonds to be redeemed in part only, the respective portions of the
principal amount thereof to be redeemed. Each such notice shall also state that such redemption
may be rescinded by the Agency and that, unless such redemption is so rescinded, on said date
there will become due and payable on each of such Bonds the redemption price thereof or of said
specified portion of the principal amount thereof in the case of a Bond to be redeemed in part
only, together with interest accrued thereon to the redemption date, and that from and after such
redemption date interest thereon shall cease to accrue, and shall require that such Bonds be then
surrendered at the address or addresses of the Trustee specified in the redemption notice.
Failure by the Trustee to give notice pursuant to this Section to any one or more
of the Information Services or Securities Depositories, or the insufficiency of any such notice
shall not affect the sufficiency of the proceedings for redemption. The failure of any Owner to
LA 1-56146.3 20
receive any redemption notice mailed to such Owner and any defect in the notice so mailed shall
not affect the sufficiency of the proceedings for redemption.
The Agency shall have the right to rescind any optional redemption by written
notice to the Trustee on or prior to the date fixed for redemption. Any notice of redemption
shall be cancelled and annulled if for any reason funds are not available on the date fixed for
redemption for the payment in full of the Bonds then called for redemption, and such
cancellation shall not constitute an Event of Default hereunder. The Trustee shall mail notice
of such rescission of redemption in the same manner as the original notice of redemption was
sent.
(4) Partial Redemption. Upon surrender of any Bond redeemed in part only,
the Agency shall execute (manually or by facsimile) and the Trustee shall authenticate and
deliver to the Owner thereof, at the expense of the Agency, a new Bond or Bonds of authorized
denominations equal in aggregate principal amount to the unredeemed portion of the Bond
surrendered and of the same Series and interest rate and the same maturity.
(5) Effect of Redemption. From and after the date fixed for redemption, if
notice of such redemption shall have been duly given and funds available for the payment of
such redemption price of the Bonds so called for redemption shall have been duly provided, no
interest shall accrue on such Bonds from and after the redemption date specified in such notice.
All Bonds redeemed pursuant to the provisions of this Section shall be destroyed
by the Trustee and the Trustee shall deliver a certificate of destruction to the Agency.
SECTION 2.05. Execution of Bonds. The Chair of the Agency is hereby
authorized and directed to execute each of the Bonds on behalf of the Agency and the Secretary
of the Agency is hereby authorized and directed to attest each of the Bonds on behalf of the
Agency. Any of the signatures of said Chair or said Secretary may be by printed, lithographed
or engraved facsimile reproduction. In case any officer whose signature appears on the Bonds
shall cease to be such officer before the delivery of the Bonds to the purchaser thereof, such
signature shall nevertheless be valid and sufficient for all purposes the same as though such
officer had remained in office until such delivery of the Bonds.
Only such of the Bonds as shall bear thereon a certificate of authentication and
registration in the form hereinbefore recited, executed and dated by the Trustee, shall be entitled
to any benefits under the Indenture or be valid or obligatory for any purpose, and such
certificate of the Trustee shall be conclusive evidence that the Bonds so registered have been
duly issued and delivered hereunder and are entitled to the benefits of the Indenture.
SECTION 2.06. Transfer and Registration of Bonds. Any Bond may, in
accordance with its terms, be transferred, upon the books required to be kept pursuant 'to the
provisions of Section 2.08, by the person in whose name it is registered, in person or by his
LA1-56146.3 21
duly authorized attorney, upon surrender of such Bond for cancellation, accompanied by delivery
of a written instrument of transfer in a form approved by the Trustee, duly executed.
Whenever any Bond or Bonds shall be surrendered for transfer, the Agency shall
execute and the Trustee shall authenticate and deliver a new Bond or Bonds for a like aggregate
principal amount. The Trustee shall require the payment by the Owner requesting such transfer
of any tax or other governmental charge required to be paid with respect to such transfer.
The Agency shall not be required to register the transfer of or exchange any Bond
during the fifteen (15) days preceding any date established by the Trustee for selection of Bonds
for redemption or any Bonds which have been selected for redemption.
SECTION 2.07. Exchange of Bonds. The Bonds may be exchanged at the office
of the Trustee for a like aggregate principal amount of Bonds of the same maturity of other
authorized denominations. The Trustee shall require the payment by the Owner requesting such
exchange of any tax or other governmental charge required to be paid with respect to such
exchange. No such exchange shall be required to be made during the fifteen (15) days preceding
any date established by the Trustee for selection of Bonds for redemption or of any Bonds which
have been selected for redemption.
SECTION 2.08. Bond Registration Books. The Trustee will keep at its office
sufficient books for the registration and transfer of the Bonds, which shall at all times be open
to inspection by the Agency during regular business hours with reasonable prior notice; and,
upon presentation for such purpose, the Trustee shall, under such reasonable regulations as it
may prescribe, register or transfer the Bonds on said books as hereinbefore provided.
SECTION 2.09. Mutilated. Destroyed, Stolen or Lost Bonds. In case any Bond
shall become mutilated in respect of the body of such Bond, or shall be believed by the Agency
to have been destroyed, stolen or lost, upon proof of ownership satisfactory to the Trustee, and
upon the surrender of such mutilated Bond at the office of the Trustee, or upon the receipt of
evidence satisfactory to the Trustee of such destruction, theft or loss, and upon receipt also of
indemnity satisfactory to the Agency and the Trustee, and upon payment of all expenses incurred
by the Agency and the Trustee in the premises, the Agency shall execute (manually or by
facsimile) and the Trustee shall authenticate and deliver at said office a new Bond or Bonds of
the same maturity and for the same aggregate principal amount, of like Series, tenor and date,
with such notations as the Agency shall determine, in exchange and substitution for and upon
cancellation of the mutilated Bond, or in lieu of and in substitution for the Bond so destroyed,
stolen or lost.
If any such destroyed, stolen or lost Bond shall have matured or shall have been
called for redemption, payment of the amount due thereon may be made by the Trustee upon
receipt by the Trustee and the Agency of like proof, indemnity and payment of expenses.
LAt-56146.3 22
Any such replacement Bonds issued pursuant to this Section shall be entitled to
equal and proportionate benefits with all other Bonds issued hereunder. The Agency and the
Trustee shall not be required to treat both the original Bond and any replacement Bond as being
Outstanding for the purpose of determining the principal amount of Bonds which may be issued
hereunder or for the purpose of determining any percentage of Bonds Outstanding hereunder,
but both the original and replacement Bond shall be treated as one and the same.
SECTION 2.10. Temporary Bonds. Until definitive Bonds shall be prepared,
the Agency may cause to be executed and delivered in lieu of such definitive Bonds and subject
to the same provisions, limitations and conditions as are applicable in the case of definitive
Bonds, except that they may be in any denominations authorized by the Agency, one or more
temporary typed, printed, lithographed or engraved Bonds in fully registered form, as may be
authorized by the Agency, substantially of the same tenor and, until exchange for definitive
Bonds, entitled and subject to the same benefits and provisions of the Indenture as definitive
Bonds. If the Agency issues temporary Bonds, it will execute and furnish definitive Bonds
without unnecessary delay and thereupon the temporary Bonds may be surrendered to the Trustee
at its office, without expense to the Owner, in exchange for such definitive Bonds. All
temporary Bonds so surrendered shall be canceled by the Trustee and shall not be reissued.
SECTION 2.11. Validity of Bonds. The validity of the authorization and
issuance of the Bonds shall not be affected in any way by any proceedings taken by the Agency
for the financing or refinancing of the. Project, or by any contracts made by the Agency in
connection therewith, and shall not be dependent upon the completion of the financing or
refinancing of the Project or upon the performance by any person of his obligation with respect
to the Project, and the recital contained in the Bonds that the same are issued pursuant to the
Law shall be conclusive evidence of their validity and of the regularity of their issuance.
SECTION 2.12. Book Entry System. Prior to the issuance of any Series of
Bonds issued hereunder, the Agency may provide that such Series of Bonds shall be initially
issued as Book-Entry Bonds, and in such event, each maturity of such Series shall be in the form
of a separate single fully registered Bond (which may be typewritten). Upon initial issuance,
the ownership of each such Bond shall be registered in the bond register in the name of the
Nominee, as nominee of the Depository.
With respect to Book-Entry Bonds, the Agency and the Trustee shall have no
responsibility or obligation to any Participant or to any person on behalf of which such a
Participant holds an interest in such Book-Entry Bonds. Without limiting the immediately
preceding sentence, the Agency and the Trustee shall have no responsibility or obligation with
respect to (i) the accuracy of the records of the Depository, the Nominee, or any Participant with
respect to any ownership interest in Book-Entry Bonds, (ii) the delivery to any Participant or any
other person, other than an Owner as shown in the bond register, of any notice with respect to
Book-Entry Bonds, including any notice of redemption, (iii) the selection by the Depository and
its Participants of the beneficial interests in Book-Entry Bonds to be redeemed in the event the
Agency redeems such in part, or (iv) the payment to any Participant or any other person, other
LA1-56146.3 23
than an Owner as shown in the bond register, of any amount with respect to principal of,
premium, if any, or interest on Book-Entry Bonds. The Agency and the Trustee may treat and
consider the person in whose name each Book-Entry Bond is registered in the bond register as
the absolute Owner of such Book-Entry Bond for the purpose of payment of principal, premium
and interest with respect to such Bond, for the purpose of giving notices of redemption and other
matters with respect to such Bond, for the purpose of registering transfers with respect to such
Bond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premium,
if any, and interest on the Bonds only to or upon the order of the respective Owner, as shown
in the bond register, or his respective attorney duly authorized in writing, and all such payments
shall be valid and effective to fully satisfy and discharge the Agency's obligations with respect
to payment of principal of, premium, if any, and interest on the Bonds to the extent of the sum
or sums so paid. No person other than an Owner, as shown in the bond register, shall receive
a Bond evidencing the obligation of the Agency to make payments of principal, premium, if any,
and interest pursuant to this Indenture. Upon delivery by the Depository to the Trustee and
Agency of written notice to the effect that the Depository has determined to substitute a new
nominee in place of the Nominee, and subject to the provisions herein with respect to record
dates, the word Nominee in this Indenture shall refer to such nominee of the Depository.
In order to qualify the Book-Entry Bonds for the Depository's book-entry system,
the Agency and the Trustee shall execute and deliver to the Depository a Letter of
Representations. The execution and delivery of a Letter of Representations shall not in any way
impose upon the Agency or the Trustee any obligation whatsoever with respect to persons having
interests in such Book-Entry Bonds other than the Owners, as shown on the bond register. In
addition to the execution and delivery of a Letter of Representations, the Agency and the Trustee
shall take such other actions, not inconsistent with this Indenture, as are reasonably necessary
to qualify Book-Entry Bonds for the Depository's book-entry program.
In the event (i) the Depository determines not to continue to act as securities
depository for any Series of Book-Entry Bonds, or (ii) the Depository shall no longer so act and
gives notice to the Trustee of such determination, then the Agency will discontinue the
book-entry system with the Depository. If the Agency determines to replace the Depository with
another qualified securities depository, the Agency shall prepare or direct the preparation of a
new single, separate, fully registered Bond for each of the maturities of such Book-Entry Bonds,
registered in the name of such successor or substitute qualified securities depository or its
nominee. If the Agency fails to identify another qualified securities depository to replace the
Depository, then the Bonds shall no longer be restricted to being registered in such bond register
in the name of the Nominee, but shall be registered in whatever name or names Owners
transferring or exchanging such Bonds shall designate, in accordance with provisions of
Sections 2.06 and 2.07 hereof.
Notwithstanding any other provision of this Indenture to the contrary, so long as
any Book-Entry Bond is registered in the name of the Nominee, all payments with respect to
principal of, premium, if any, and interest on such Bond and all notices with respect to such
LA1-56146.3 24
Bond shall be made and given, respectively, as provided in the Letter of Representations or as
otherwise instructed by the Depository.
ARTICLE III
ISSUANCE OF SERIES 1993 BONDS;
APPLICATION OF PROCEEDS OF SALE
SECTION 3.01. Issuance of Series 1993 Bonds. The Agency may at any time
execute and deliver the Series 1993 Bonds authorized to be issued hereunder and upon the
Written Request of the Agency, the Trustee shall authenticate and deliver the Series 1993 Bonds.
SECTION 3.02. Application of Proceeds of Sale of Series 1993 Bonds and
Amounts Held Under the 1991 Prior Indenture and the 1987 Prior Resolution Allocation
Among Funds and Accounts.
(a) Upon receipt of payment for the Series 1993 Bonds, the Trustee shall set
aside and deposit the proceeds received from such sale and delivery, together with amounts held
under the 1991 Prior Indenture, in the following respective funds and accounts:
(1) The Trustee shall deposit in the Interest Account a sum equal to
$174,453.58, the amount of accrued interest received on the Series 1993 Bonds.
(2) The Trustee shall transfer to the Agency for deposit in the Series 1993A
Project Account within the Redevelopment Fund an amount equal to $16,914,219.01.
(3) The Trustee shall transfer to the Reserve Account the sum of
$1,231,982.76 received from the Reserve Fund under the 1991 Prior Indenture and
deposit in the Reserve Account the sum of $1,089,817.24 received from payment for the
Series 1993 A Bonds.
(4) The Trustee shall deposit in the Series 1993 Expense Account within the
Expense Fund an amount equal to $250,000.00 to pay the costs incurred or to be
incurred by the Agency in connection with the issuance of the Series 1993 Bonds.
(5) The Trustee shall transfer to State Street Bank and Trust Company of
California, N.A., as escrow agent, for deposit in the refunding escrow established under
the Escrow Agreement, Series 1991, the amount of $14,652,398.25.
(b) Record Ming for Series 1993 Bonds. For record-keeping purposes, the
Trustee may establish such additional accounts as may be necessary to reflect such transfer of
proceeds.
LA1-56146.3 25
ARTICLE IV
ISSUANCE OF ADDITIONAL BONDS
SECTION 4.01. Conditions for the Issuance of Additional Bonds. The Agency
may at any time after the issuance and delivery of the Series 1993 Bonds hereunder issue
Additional Bonds payable from the Pledged Tax Revenues and secured by a lien and charge upon
the Pledged Tax Revenues equal to 'and on a parity with the lien and charge securing the
Outstanding Bonds theretofore issued under this Indenture, but only subject to the following
specific conditions, which are hereby made conditions precedent to the issuance of any such
Additional Bonds:
(a) The Agency shall be in compliance with all covenants set forth in this
Indenture and any Supplemental Indentures, and a Certificate of the Agency to that effect shall
have been filed with the Trustee.
(b) The issuance of such Additional Bonds shall have been duly authorized
pursuant to the law and all applicable laws, and the issuance of such Additional Bonds shall
have been provided for by a Supplemental Indenture duly adopted by the Agency which shall
specify the following:
(1) The purpose for which such Additional Bonds are to be issued and
the fund or funds into which the proceeds thereof are to be deposited, including a
provision requiring the proceeds of such Additional Bonds to be applied solely for (i) the
purpose of aiding in financing the Project, including payment of all costs incidental to
or connected with such financing, and/or (ii) the purpose of refunding any Bonds or other
indebtedness related to the Project, including payment of all costs incidental to or
connected with such refunding;
(2) The authorized principal amount of such Additional Bonds;
(3) The date and the maturity date or dates of such Additional Bonds;
provided that (i) Principal and Sinldng Account Payment Dates may occur only on
Interest Payment Dates, (ii) all such Additional Bonds of like maturity and Series shall
be identical in all respects, except as to number, and (iii) fixed serial maturities or
mandatory Sinking Account Installments, or any combination thereof, shall be established
to provide for the retirement of all such Additional Bonds on or before their respective
maturity dates;
(4) The Interest Payment Dates, which shall be on the same semiannual
dates as the Interest Payment Dates for the Series 1993 Bonds; provided, that such
Additional Bonds may provide for compounding of interest in lieu of payment of interest
on such dates;
LA1-56146.3 26
(5) The denomination and method of numbering of such Additional
Bonds;
(6) The redemption premiums, if any, and the redemption terms, if
any, for such Additional Bonds;
(7) The amount and due date of each mandatory Sinking Account
Installment, if any, for such Additional Bonds;
(8) The amount, if any, to be deposited from the proceeds of such
Additional Bonds in the Interest Account;
(9) The amount, if any, to be deposited from the proceeds of such
Additional Bonds into the Reserve Account; provided that the amount on deposit in the
Reserve Account shall be increased at or prior to the time such Additional Bonds become
Outstanding to an amount at least equal to the Reserve Account Requirement on all then
Outstanding Bonds and such Additional Bonds, which amount shall be maintained in the
Reserve Account;
(10) The form of such Additional Bonds; and
(11) Such other provisions as may be necessary or appropriate and not
inconsistent with this Indenture.
(c) (i) The Pledged Tax Revenues based upon the assessed valuation of
taxable property in the Project Area as shown on the most recently equalized assessment roll and
the most recently established tax rates preceding the date of the Agency's adoption of the
Supplemental Indenture providing for the issuance of such Additional Bonds shall be in an
amount equal to at least one hundred twenty-five percent (125 of Maximum Annual Debt
Service on all then Outstanding Bonds after giving effect to the issuance of such Additional
Bonds, and any unsubordinated loans, advances or indebtedness payable from Pledged Tax
Revenues pursuant to the Law.
(ii) For the purposes of the issuance of Additional Bonds, Outstanding
Bonds shall not include any Bonds the proceeds of which are deposited in an escrow fund held
by an escrow agent, provided that the Supplemental Indenture authorizing issuance of such
Additional Bonds shall provide that: (A) such proceeds shall be deposited or invested with or
secured by an institution rated "AAA" by S&P and "Aaa" by Moody's at a rate of interest
which, together with amounts made available by the Agency from bond proceeds or otherwise,
is at least sufficient to pay Annual Debt Service on the foregoing Bonds; (B) moneys may be
transferred from said escrow fund only if Pledged Tax Revenues for the next preceding fiscal
year will be at least equal to one hundred twenty-five percent (125 of Maximum Annual Debt
Service on all Outstanding Bonds (exclusive of disqualified Bonds described in Section 8.02) less
a principal amount of Bonds which is equal to moneys on deposit in said escrow fund after each
LA1-56146.3 27
such transfer; and (C) Additional Bonds shall be redeemed from moneys remaining on deposit
in said escrow fund at the expiration of a specified escrow period in such manner as may be
determined by the Agency.
(iii) For purposes of calculation of Pledged Tax Revenues pursuant to
subsections (i) and (ii) above, the property tax rate shall be assumed to be the actual tax rate the
year in which the calculation is made.
(iv) Nothing contained in this Indenture shall limit the issuance of any tax
allocation bonds of the Agency payable from the Pledged Tax Revenues and secured by a lien
and charge on the Pledged Tax Revenues if, after the issuance and delivery of such tax allocation
bonds, none of the Bonds theretofore issued hereunder will be Outstanding nor shall anything
contained in this Indenture prohibit the issuance of any tax allocation bonds or other indebtedness
by the Agency secured by a pledge of tax increment revenues (including Pledged Tax Revenues)
subordinate to the pledge of Pledged Tax Revenues securing the Bonds. The Series 1993 Bonds
shall not be considered Additional Bonds hereunder and the issuance of the Series 1993 Bonds
are not subject to the provisions of this Article.
SECTION 4.02. Procedure for the Issuance of Additional Bonds. All of the
Additional Bonds shall be executed by the Agency for issuance under this Indenture and
delivered to the Trustee and thereupon shall be delivered by the Trustee upon the Written
Request of the Agency, but only upon receipt by the Trustee of the following documents or
money or securities:
(1) A certified copy of the Supplemental Indenture authorizing the issuance
of such Additional Bonds;
(2) A Written Request of the Agency as to the delivery of such Additional
Bonds;
(3) An opinion of counsel of recognized standing in the field of law relating
to municipal bonds substantially to the effect that (a) the Agency has the right and power
under the Law to execute and deliver the Supplemental Indenture thereto, and the
Indenture and all such Supplemental Indentures have been duly executed and delivered
by the Agency, are in full force and effect and are valid and binding upon the Agency
in accordance with their terms (except as may be limited by bankruptcy, insolvency,
reorganization and other similar laws relating to the enforcement of creditors' rights and
similar qualifications); and (b) such Additional Bonds are valid and binding special
obligations of the Agency, in accordance with their terms (except as may be limited by
bankruptcy, insolvency, reorganization and other similar laws relating to the enforcement
of creditors' rights) and are subject to the terms of the Indenture and all Supplemental
Indentures thereto and entitled to the benefits of the Indenture and all such Supplemental
Indentures and the Law, and such Additional Bonds have been duly and validly issued
in accordance with the Law and the Indenture and all such Supplemental Indentures;
LA1-56146.3 28
(4) A Certificate of the Agency containing such statements as may be
reasonably necessary to show compliance with the requirements of this Indenture; and
(5) Such further documents, money and securities as are required by the
provisions of this Indenture and the Supplemental Indenture providing for the issuance
of such Additional Bonds.
SECTION 4.03. Limit on Indebtedness. The Agency covenants with the Owners
of all of the Bonds at any time Outstanding that it will not enter into any obligation or make any
expenditure payable from taxes allocated to the Agency under the Law, the payments with
respect to which, together with payments theretofore made or to be made with respect to other
obligations (including, but not limited to the Bonds) previously entered into by the Agency,
would exceed the then-effective limit on the amount of taxes which can be allocated to the
Agency pursuant to either Section 33333.4 or 33333.2(1) of the Law, whichever is applicable,
and the Redevelopment Plan.
ARTICLE V
PLEDGED TAX REVENUES; CREATION OF FUNDS
SECTION 5.01. Pledge of Pledged Tax Revenues. All the Pledged Tax
Revenues in the Special Fund, and all money in the Debt Service Fund and in the funds or
accounts so specified and provided for in this Indenture, whether held by the Agency or the
Trustee (except the Redevelopment Fund and the Rebate Fund), are hereby irrevocably pledged
to the punctual payment of the interest on and principal of the Bonds, and the Pledged Tax
Revenues and such other money shall not be used for any other purpose while any of the Bonds
remain Outstanding; subject to the provisions of this Indenture permitting application thereof for
the purposes and on the terms and conditions set forth herein. This pledge shall constitute a first
lien on the Pledged Tax Revenues and such other money for the payment of the Bonds in
accordance with the terms thereof.
SECTION 5.02. -Special -Fund: Debt Service Fund• Receipt and Deposit of
Pledged Tax Revenues.
There is hereby established a special fund to be known as the "Rosemead
Redevelopment Project No. 1 Special Fund" (herein the "Special Fund") which shall be held by
the Agency. The Agency shall promptly deposit all of the Pledged Tax Revenues received in
any Bond Year in the Special Fund, until such time during such Bond Year as the amounts on
deposit in the Special Fund equal the aggregate amounts required to be transferred to the Trustee
for deposit into Debt Service Fund in such Bond Year pursuant to this Section 5.02. All
Pledged Tax Revenues received by the Agency during any Bond Year in excess of the amount
required to be deposited in the Special Fund during such Bond Year pursuant to the preceding
sentence shall be released from the pledge and lien hereunder and may be applied by the Agency
for any lawful purposes of the Agency. So long as any Bonds remain Outstanding hereunder,
LA1-56146.3 29
the Agency shall not have any beneficial interest in or right to the moneys on deposit in the
Special Fund, except as may be provided in this Indenture.
There is hereby established a special fund to be known as the "Rosemead
Redevelopment Project No. 1 Debt Service Fund" (herein the "Debt Service Fund") which shall
be held by the Trustee. On or before five (5) days preceding each Interest Payment Date, the
Agency shall transfer from the Special Fund to the Trustee for deposit in the Debt Service Fund
an amount equal to the amount required to be transferred by the Trustee from the Debt Service
Fund to the Interest Account, Principal Account, Sinking Account(s) and Reserve Account
pursuant to Section 5.07; provided, that the Agency shall not be obligated to transfer to the
Trustee in any Bond Year an amount of Pledged Tax Revenues which, together with other
available amounts then in the Debt Service Fund, exceeds the amounts required to be transferred
to the Trustee for deposit in the Interest Account, the Principal Account, the Sinking Account
and the Reserve Account in such Bond Year, pursuant to Section 5.07 hereof. There shall not
be deposited with the Trustee any taxes eligible for allocation to the Agency for deposit in the
Debt Service Fund in an amount in excess of that amount which, together with all money then
on deposit with the Trustee in the Debt Service Fund and the accounts therein, shall be sufficient
to discharge all Outstanding Bonds as provided in Section 10.01.
All such Pledged Tax Revenues deposited in the Special Fund shall be disbursed,
allocated and applied solely to the uses and purposes herein set forth, and shall be accounted for
separately and apart from all other money, funds, accounts or other resources of the Agency.
SECTION 5.03. Establishment of Funds. In addition to the Special Fund and
the Debt Service Fund, there are further created a special trust fund to be held by the Agency
called the "Rosemead Redevelopment Project No. 1 Redevelopment Fund" (the "Redevelopment
Fund"), and a special trust fund to be held by the Trustee called the "Rosemead Redevelopment
Project No. 1 Expense Fund" (the "Expense Fund").
So long as any of the Bonds herein authorized, or any interest thereon, remain
unpaid, the moneys in the foregoing funds shall be used for no purpose other than those required
or permitted by this Indenture and the Law.
Pursuant to the Tax Certificate, the funds and accounts established herein may be
divided into sub-accounts for each Series of Bonds issued hereunder, by the Agency or by the
Trustee at the Agency's direction, in order to perform the necessary rebate calculations.
SECTION 5.04. Redevelopment Fund. Moneys in the Redevelopment Fund shall
be used and disbursed in the manner provided by law for the purpose of aiding in financing or
refinancing the Project (or for making reimbursements to the Agency for such costs theretofore
paid by it), including payment of all costs incidental to or connected with such financing or
refinancing. Any balance of money remaining in the Redevelopment Fund after the date of
completion of the financing or refinancing of the Project may be used for any lawful purpose
of the Agency.
LA1-56146.3 30
The Agency shall pay moneys from the Redevelopment Fund upon receipt of
requisitions drawn thereon and signed by at least one duly authorized officer or member of the
Agency. The Agency warrants that each withdrawal from the Redevelopment Fund shall be
made in the manner provided by law for the purpose of aiding in financing or refinancing the
Project or for making reimbursements to the Agency for such costs theretofore paid by the
Agency. The Treasurer of the Agency shall establish and maintain an account within the
Redevelopment Fund for each Series of Bonds issued hereunder known as the "Series
Project Account" and all proceeds of each such Series of Bonds deposited in the Redevelopment
Fund shall be held in the account established for such Series and shall be accounted for
separately from all other amounts in the Redevelopment Fund. Amounts in each such account
shall be used for the purposes authorized for use of amounts in the Redevelopment Fund.
SECTION 5.05. Expense Fund. All moneys in the Expense Fund shall be
applied to the payment of costs and expenses incurred by the Agency in connection with the
authorization, issuance and sale of the Bonds, including, without limitation, Trustee's fees and
expenses and Trustee's legal fees and expenses, and shall be disbursed by the Trustee upon
delivery to the Trustee of a requisition executed by an Authorized Representative. Each such
requisition shall be sequentially numbered and state the name and address of the person, firm
or corporation to whom payment is due, the amount to be disbursed, the purposes for such
disbursement and that such obligation has been properly incurred, is a proper charge against the
Expense Fund and has not been the subject of any previous requisition. Upon the earlier of the
payment in full of such costs and expenses or the making of adequate provision for the payment
thereof, evidenced by a Certificate of the Agency to the Trustee or 180 days from the initial
delivery of the Bonds to the original purchaser thereof, any balance remaining in such Fund shall
be transferred to the Agency and deposited by the Agency in the Redevelopment Fund
established pursuant to Section 5.03 hereof, and pending such transfer and application, the
moneys in such Fund may be invested as permitted by Section 5.08 hereof; provided, however,
that investment income resulting from any such investment shall be retained in the Expense
Fund. The Trustee shall establish and maintain an account within the Expense Fund for each
series of Bonds issued hereunder known as the "Series Expense Account" and all proceeds
of each such Series of Bonds deposited in the Expense Fund shall be held in the account
established for such Series and shall be accounted for separately from all other amounts in the
Expense Fund. Amounts in each such account shall be used for the purposes authorized for use
of amounts in the Expense Fund.
SECTION 5.06. [Intentionally left blank.]
SECTION 5.07. Establishment and Maintenance of Accounts for Use of Moneys
in the Debt Service Fund. All moneys in the Debt Service Fund shall be set aside by the
Trustee in each Bond Year when and as received in the following respective special accounts
within the Debt Service Fund (each of which is hereby created and each of which the Trustee
hereby covenants and agrees to cause to be maintained), in the following order of priority
(except as otherwise provided in subsection (2) below):
LA1-56146.3 31
(1) Interest Account;
(2) Principal Account;
(3) Sinking Account; and
(4) Reserve Account.
All moneys in each of such accounts shall be held in trust by the Trustee and shall be applied,
used and withdrawn only for the purposes hereinafter authorized in this Section 5.07.
(1) Interest Account. The Trustee shall set aside from the Debt Service Fund
and deposit in the Interest Account an amount of money which, together with any money
contained therein, is equal to the aggregate amount of the interest becoming due and payable on
all Outstanding Bonds on the Interest Payment Dates in such Bond Year. No deposit need be
made into the Interest Account if the amount contained therein is at least equal to the aggregate
amount of the interest becoming due and payable on all Outstanding Bonds on the Interest
Payment Dates in such Bond Year. All moneys in the Interest Account shall be used and
withdrawn by the Trustee solely for the purpose of paying the interest on the Bonds as it shall
become due and payable (including accrued interest on any Bonds purchased or redeemed prior
to maturity).
(2) Principal Account. The Trustee shall set aside from the Debt Service Fund
and deposit in the Principal Account an amount of money which, together with any money
contained therein, is equal to the aggregate amount of the principal becoming due and payable
on all Outstanding Serial Bonds on the Principal Payment Date in such Bond Year. In the event
that there shall be insufficient money in the Debt Service Fund to make in full all such principal
payments and Sinking Account Installments required to be made pursuant to Section 5.07(3)
hereof in such Bond Year, then the money available in the Debt Service Fund shall be applied
pro rata to the making of such principal payments and such Sinking Account Installments in the
proportion which all such principal payments and Sinking Account Installments bear to each
other.
No deposit need be made into the Principal Account if the amount contained
therein is at least equal to the aggregate amount of the principal of all Outstanding Serial Bonds
becoming due and payable on the Principal Payment Date in such Bond Year.
All money in the Principal Account shall be used and withdrawn by the Trustee
solely for the purpose of paying the principal of the Serial Bonds as they shall become due and
payable.
(3) Sinking Account. The Trustee shall set aside from the Debt Service Fund
and deposit in the Sinking Account an amount of money equal to the Sinking Account
Installment payable on the Sinking Account Payment Date in such Bond Year. All moneys in
LA1-56146.3 32
the Sinking Account shall be used by the Trustee to redeem the Term Bonds in accordance with
subsection (b) of Section 2.04.
(4) Reserve Account. (a) The Trustee shall set aside from the Debt Service
Fund and deposit in the Reserve Account an amount of money (or other authorized deposit of
security, as contemplated by the following paragraphs) equal to the Reserve Account
Requirement. No deposit need be made in the Reserve Account so long as there shall be on
deposit therein an amount equal to the Reserve Account Requirement. All money in (or
available to) the Reserve Account shall be used and withdrawn by the Trustee solely for the
purpose of replenishing the Interest Account, the Principal Account or the Sinking Account in
such order, in the event of any deficiency at any time in any of such accounts, or for the
purpose of paying the interest on or principal of or redemption premiums, if any, on the Bonds
in the event that no other money of the Agency is lawfully available therefor, or for the
retirement of all Bonds then Outstanding, except that for so long as the Agency is not in default
hereunder, any amount in the Reserve Account in excess of the Reserve Account Requirement
may, upon Written Request of the Agency, be withdrawn from the Reserve Account by the
Trustee and transferred to the Agency.
(b) In lieu of making the Reserve Account Requirement deposit in the
Reserve Account or in replacement of moneys then on deposit in the Reserve Account (which
shall be transferred by the Trustee to the Agency upon delivery of a letter of credit satisfying
the requirements stated below), the Agency, with the consent of the Bond Insurer, if any, and
with prior written notification to S&P and Moody's, may deliver to the Trustee an irrevocable
letter of credit issued by a financial institution having, at the time of such delivery, unsecured
debt obligations rated in at least the second highest rating category (without respect to any
modifier) of S&P and Moody's, in an amount, together with moneys, Authorized Investments
or insurance policies (as described in Section 5.07(4)(c)) on deposit in the Reserve Account,
equal to the Reserve Account Requirement. Draws on such letter of credit must be payable no
later than two (2) Business Days after presentation of a sight draft thereunder. Such letter of
credit shall have a term of no less than three (3) years. The issuer of such letter of credit shall
be required to notify the Trustee and the Agency whether or not the letter of credit will be
extended no later than 13 months prior to the stated expiration date thereof. At least one year
prior to the stated expiration of such letter of credit, the Agency shall either (i) deliver a
replacement letter of credit, (ii) deliver an extension of the letter of credit for at least an
additional year, or (iii) deliver to the Trustee an insurance policy satisfying the requirements of
Section 5.07(4)(c). Upon delivery of such replacement letter of credit, extended letter of credit,
or insurance policy, the Trustee shall deliver the then-effective letter of credit to or upon the
order of the Agency. If the Agency shall fail to deposit a replacement letter of credit, extended
letter of credit or insurance policy with the Trustee, the Agency shall immediately commence
to make monthly deposits with the Trustee so that an amount equal to the Reserve Account
Requirement is on deposit in the Reserve Account no later than the stated expiration date of the
letter of credit. If the Agency shall fail to make such deposits, the Trustee shall draw on such
letter of credit on or before 10 days prior to its stated expiration date in an amount necessary
to replenish the Reserve Account to the Reserve Account Requirement. If a drawing is made
LA1-56146.3 33
on the letter of credit, the Agency shall make such payments as may be required by the terms
of the letter of credit or any obligations related thereto (but no less than quarterly pro rata
payments) so that the letter of credit shall, absent the delivery to the Trustee of an insurance
policy satisfying the requirements of Section 5.07(4)(c) or the deposit in the Reserve Account
of an amount sufficient to increase the balance in the Reserve Account to the Reserve Account
Requirement, be reinstated in the amount of such drawing within one year of the date of such
drawing.
(c) In lieu of making the Reserve Account Requirement in the Reserve
Account or in replacement of moneys then on deposit in the Reserve Account (which shall be
transferred by the Trustee to the Agency upon delivery of an insurance policy satisfying the
requirements stated below), the Agency, with the consent of the Bond Insurer, if any, and with
prior written notification to S&P and Moody's, may also deliver to the Trustee an insurance
policy securing an amount, together with moneys, Authorized Investments or letters of credit
(as described in Section 5.07(4)(b)) on deposit in the Reserve Account, no less than the Reserve
Account Requirement, issued by an insurance company licensed to issue insurance policies
guaranteeing the timely payment of debt service on the Bonds and whose unsecured debt
obligations (or for which obligations secured by such insurance company's insurance policies),
at the time of such delivery, are rated in the highest rating category (without respect to any
modifier) of A.M. Best & Company, S&P and Moody's.
(d) If and to the extent that the Reserve Account has been funded with a
combination of cash (or Authorized Investments) and a Qualified Reserve Instrument, then all
such cash (or Authorized Investments) shall be completely used before any demand is made on
such Qualified Reserve Instrument, and replenishment of the Qualified Reserve Instrument shall
be made prior to any replenishment of any cash (or Authorized Investments). If the Reserve
Account is funded, in whole or in part, with more than one Qualified Reserve Instrument, then
any draws made against such Qualified Reserve Instrument shall be made pro-rata.
(5) Surplus. If during any Bond Year (i) Pledged Tax Revenues remain in the
Debt Service Fund after providing (or otherwise reserving) for all deposits required by
paragraphs (1) through (3) above during such Bond Year, (ii) the amounts on deposit in the
Reserve Account equal the Reserve Account Requirement, (iii) Qualified Reserve Instruments,
if any, used to fund the Reserve Account are fully replenished and all interest on amounts
advanced under such Qualified Reserve Instruments has been paid to the provider thereof, and
(iv) the Agency is not in default hereunder, then the Agency shall provide to the Trustee written
certification thereof and the Trustee shall thereafter transfer any amount remaining on deposit
in the Debt Service Fund to the Agency to be used for any lawful purpose of the Agency.
SECTION 5.08. Investment of Moneys in Funds and Accounts. Upon the
Written Request of the Agency received by the Trustee at least two (2) Business Days prior to
the date of such investment, moneys in the Debt Service Fund, the Interest Account, the
Principal Account, any Sinking Account, the Expense Fund, the Rebate Fund or the Reserve
Account shall be invested by the Trustee in Authorized Investments. In the absence of such
LA1-56146.3 34
instructions, the Trustee shall invest in the investments described in paragraph (D) of the
definition of Authorized Investments, except as otherwise provided in this Section 5.08. The
obligations in which moneys in the Debt Service Fund, the Interest Account, the Principal
Account or any Sinking Account are so invested shall mature prior to the date on which such
moneys are estimated to be required to be paid out hereunder. The obligations in which moneys
in the Reserve Account are so invested shall be in obligations maturing no more than five years
from the date of purchase by the Trustee or on the final maturity date of the Bonds, whichever
date -is earlier; provided, however, that if an obligation may be redeemed by the Trustee at par
on the Business Day prior to each Interest Payment Date during which such obligation is
outstanding., such obligation may have any maturity. Any interest, income or profits from the
deposits or investments of all funds (except the Special Fund, Redevelopment Fund, Expense
Fund and Rebate Fund) and accounts shall be deposited in the Debt Service Fund. For purposes
of determining the amount on deposit in any fund or account held hereunder, all Authorized
Investments credited to such fund or account shall be valued monthly at the lower of cost or
market (excluding accrued interest and brokerage commissions, if any). Except as otherwise
provided in this Section, Authorized Investments representing an investment of moneys
attributable to any fund or account and all investment profits or losses thereon shall be deemed
at all times to be a part of said fund or account. Absent negligence, bad faith or willful
misconduct by the Trustee, the Trustee shall not be responsible or liable for any loss suffered
in connection with any investment of funds made by it in accordance with this Section.
Amounts deposited in the Special Fund and the Redevelopment Fund may be
invested in any investment permitted by law for Agency funds. All earnings on amounts in the
Special Fund, Expense Fund and the Redevelopment Fund shall remain in such funds.
The Trustee may act as principal or agent in the acquisition or disposition of
investments hereunder. The Trustee may commingle moneys in any of the funds or accounts
created hereunder for purposes of investment.
ARTICLE VI
COVENANTS OF THE AGENCY
SECTION 6.01. Punctual Payment. The Agency will punctually pay the interest
on and principal of and redemption premiums, if any, to become due with respect to the Bonds,
but only from Pledged Tax Revenues, in strict conformity with the terms of the Bonds and of
this Indenture and will faithfully satisfy, observe and perform all conditions, covenants and
requirements of the Bonds and of this Indenture.
SECTION 6.02. Against Encumbrances. The Agency will not mortgage or
otherwise encumber, pledge or place any charge upon any of the Pledged Tax Revenues, except
as provided in the Indenture, and will not issue any obligation or security superior to or on a
parity with the Bonds payable in whole or in part from the Pledged Tax Revenues (other than
Additional Bonds).
LA1-56146.3 35
SECTION 6.03. Extension or Funding of Claims for Interest. In order to
prevent any claims for interest after maturity, the Agency will not, directly or indirectly, extend
or consent to the extension of the time for the payment of any claim for interest on any Bonds
and will not, directly or indirectly, be a parry to or approve any such arrangements by
purchasing or funding said claims for interest or in any other manner. In case any such claim
for interest shall be extended or funded, whether or not with the consent of the Agency, such
claim for interest so extended or funded shall not be entitled, in case of default hereunder, to
the benefits of this Indenture, except subject to the prior payment in full of the principal of all
of the Bonds then Outstanding and of all claims for interest which shall not have been so
extended or funded.
SECTION 6.04. Management and Operation of Properties. The Agency will
manage and operate all properties owned by the Agency and comprising any part of the Project
in a sound and business-like manner and in conformity with all valid requirements of any
governmental authority relative to the Project or any part thereof, and will keep such properties
insured at all times in conformity with sound business practice.
SECTION 6.05. Payment of Claims. The Agency will pay and discharge any
and all lawful claims for labor, materials or supplies which, if unpaid, might become a lien or
charge upon the properties owned by the Agency or upon the Pledged Tax Revenues or any part
thereof, or upon any funds in the hands of the Trustee, or which might impair the security of
the Bonds; provided that nothing herein contained shall require the Agency to make any such
payments so long as the Agency in good faith shall contest the validity of any such claims.
SECTION 6.06. Books and Accounts: Financial and Project Statements. The
Agency will keep proper books of record and accounts, separate from all other records and
accounts of the Agency, in which complete and correct entries shall be made of all transactions
relating to the Project. Such books of record and accounts shall at all times during business
hours be subject to the inspection of the Trustee or of the Bond Insurer or of the Owners of not
less than ten per cent (10 of the aggregate principal amount of the Bonds then Outstanding
or their representatives authorized in writing.
The Agency will prepare and file with the Trustee and the Bond Insurer annually
as soon as practicable, but in any event not later than one hundred eighty (180) days after the
close of each Fiscal Year, so long as any Bonds are Outstanding, an audited financial statement
relating to the Pledged Tax Revenues and all other funds or accounts established pursuant to the
Indenture for the preceding Fiscal Year prepared by an Independent Certified Public Accountant,
showing the balances in each such fund as of the beginning of such Fiscal Year and all deposits
in and withdrawals from each such fund during such Fiscal Year and the balances in each such
fund as of the end of such Fiscal Year, which audited financial statement shall include a
statement as to the manner and extent to which the Agency and the Trustee have complied with
the provisions of this Indenture as it relates to such funds. The Trustee, at the expense of the
Agency, will furnish a copy of such audited financial statement to any Owner upon written
request. The Trustee shall provide such statements with regard to any funds held by the Trustee
LA1-56146.3 36
hereunder to the Agency as the Agency may reasonably require to comply with the terms of this
Section 6.06.
The Agency will permit the Bond Insurer to discuss the affairs, finances and
accounts of the Agency or any other subject the Bond Insurer may reasonably request regarding
the security for the Bonds with appropriate officers of the Agency. The Agency will permit the
Bond Insurer to have access to and to make copies of all books and records relating to the Bonds
at any reasonable time. The Bond Insurer shall have the right to direct an accounting at the
Agency's expense, and the Agency's failure to comply with such direction within thirty (30) days
after receipt of written notice of such direction from the Bond Insurer shall be deemed an Event
of Default; provided, however, that if compliance cannot occur within such period, then such
period shall be extended so long as compliance is begun within such period and diligently
pursued, but only if such extension would not materially adversely affect the interests of any
Owner.
SECTION 6.07. Protection of Security and Rights of Owners. The Agency will
preserve and protect the security of the Bonds and the rights of the Owners, and will warrant
and defend their rights against all claims and demands of all persons. From and after the sale
and delivery of any Bonds by the Agency, such Bonds shall be incontestable by the Agency.
SECTION 6.08. Payment of Taxes and Other Charges. Subject to the provisions
of Section 6.10 hereof, the Agency will pay and discharge all taxes, service charges, assessments
and other governmental charges which may hereafter be lawfully imposed upon the Agency or
any properties owned by the Agency in the Project Area, or upon the revenues therefrom, when
the same shall become due; provided that nothing herein contained shall require the Agency to
make any such payments so long as the Agency in good faith shall contest the validity of any
such taxes, service charges, assessments or other governmental charges.
SECTION 6.09. Financing the Project. The Agency will commence the
financing or refinancing of the Project to be aided with the proceeds of the Bonds with all
practicable dispatch, and such financing will be accomplished and completed in a sound,
economical and expeditious manner and in conformity with the Redevelopment Plan and the Law
so as to complete or refinance the Project as soon as possible.
SECTION 6.10. Taxation of Leased Pronertv. Whenever any property in the
Project is redeveloped by the Agency and thereafter is leased by the Agency to any person or
persons, or whenever the Agency leases any real property in the Project to any person or
persons for redevelopment, each property shall be assessed and taxed in the same manner as
privately-owned property (in accordance with the law), and the lease or contract shall provide
(1) that the lessee shall pay taxes upon the assessed value of the entire property and not merely
upon the assessed value of the leasehold interest, and (2) that if for any reason the taxes paid
by the lessee on such property in any year during the term of the lease shall be less than the
taxes that would have been payable upon the entire property if the property were assessed and
taxed in the same manner as privately-owned property, the lessee shall pay such difference to
LA1-56146.3 37
the Agency within thirty (30) days after the taxes for such year become payable, and in any
event prior to the delinquency date of such taxes established by law, which such payments shall
be treated as Pledged Tax Revenues and shall be deposited by the Agency in the Special Fund.
SECTION 6.11. Disposition of Property in Project Area. Except as provided
below, the Agency will not authorize the disposition of any real property in the Project Area to
anyone which will result in such property's becoming exempt from taxation because of public
ownership or use or otherwise (except for public ownership or use contemplated by the
Redevelopment Plan in effect on the date of execution and delivery of the Indenture, or property
to be used for public streets or public off-street parking facilities or easements or rights of way
for public utilities, or other similar uses) if such dispositions, together with all similar prior
dispositions on or subsequent to the effective date of this Indenture, shall comprise more than
ten per cent (10%) of the land area in the Project Area. If the Agency proposes to make any
such disposition which, together with all similar dispositions on or subsequent to the effective
date of the Indenture, shall comprise more than ten per cent (10 of the land area in the
Project Area, it shall cause to be filed with the Trustee (i) written evidence of the consent of the
Bond Insurer to such disposition and (ii) a Consultant's Report on the effect of such proposed
disposition. If the Consultant's Report concludes that the Pledged Tax Revenues will not be
materially reduced by such proposed disposition, the Agency may proceed with such proposed
disposition. If the Consultant's Report concludes that Pledged Tax Revenues will be materially
reduced by such proposed disposition, the Agency shall not proceed with such proposed
disposition unless, as a condition precedent to such proposed disposition, the Agency shall
require that such new owner or owners either:
(1) Pay to the Agency, so long as any of the Bonds are Outstanding, an
amount equal to the amount that would have been received by the Agency as Pledged Tax
Revenues if such property were assessed and taxed in the same manner as privately-owned
non-exempt property, which payment shall be made within thirty (30) days after taxes for each
year would become payable to the taxing agencies for non-exempt property and in any event
prior to the delinquency date of such taxes established by law; or
(2) Pay to the Agency a single sum equal to the amount estimated and certified
to the Agency by an Independent Redevelopment Consultant to be receivable from taxes on such
property from the date of such payment to the last maturity date of all Outstanding Bonds, less
a reasonable discount value.
All such payments to the Agency in lieu of taxes shall be treated as Pledged Tax
Revenues and shall be applied by the Agency as required by Section 5.02.
SECTION 6.12. Amendment of Redevelopment Plan. If the Agency proposes
to amend the Redevelopment Plan, it shall cause to be filed with the Trustee a Consultant's
Report on the effect of such proposed amendment. If the Consultant's Report concludes that
Pledged Tax Revenues will not be materially reduced by such proposed amendment, the Agency
may adopt such amendment. If the Consultant's Report concludes that Pledged Tax Revenues
LA1-56146.3 38
will be materially reduced by such proposed amendment, the Agency shall not adopt such
proposed amendment. The Trustee shall be entitled to rely upon any said report and shall have
no duty to verify the information or statements set forth therein.
SECTION 6.13. Pledged Tax Revenues. The Agency shall comply with all
requirements of the Law to insure the allocation and payment to it of the Pledged Tax Revenues,
including without limitation the timely filing of any necessary statements of indebtedness with
appropriate officials of Los Angeles County.
SECTION 6.14. Further Assurances. The Agency shall adopt, make, execute
and deliver any and all such further indentures, instruments and assurances as may be reasonably
necessary or proper to carry out the intention or to facilitate the performance of the Indenture,
and for the better assuring and confnming unto the Owners of the Bonds of the rights and
benefits provided herein.
SECTION 6.15. Tax Covenants: Rebate Fund.
(a) In addition to the accounts created pursuant to Article V, the Trustee shall
establish and maintain with respect to each Series of Bonds issued hereunder (other than any
Series of Bonds which the Agency shall certify to the Trustee is exempt from the requirements
of Section 148 of the Code related to rebate of arbitrage earnings) a fund separate from any
other fund or account established and maintained hereunder designated as the "Series
Rebate Fund" hereinafter in this Section referred to as the "Rebate Fund." The provisions of
this Section shall apply separately to each Rebate Fund established for each Series of Bonds.
Upon the written direction of the Agency, there shall be deposited in the Rebate Fund such
amounts as are required to be deposited therein pursuant to the Tax Certificate. All money at
any time deposited in the Rebate Fund shall be held by the Trustee in trust, to the extent
required to satisfy the Rebate Requirement (as defined in the Tax Certificate), for payment to
the United States of America. Notwithstanding the provisions of Sections 5.01, 5.02, 5.08 and
10.01 relating to the pledge of Pledged Tax Revenues, the allocation of money in the Special
Fund, the investments of money in any fund or account and the defeasance of Outstanding
Bonds, all amounts required to be deposited into or on deposit in the Rebate Fund shall be
governed exclusively by this Section 6.15 and by the Tax Certificate (which is incorporated
herein by reference). The Trustee shall be deemed conclusively to have complied with such
provisions if it follows the Written Request of the Agency, and shall have no liability or
responsibility to enforce compliance by the Agency with the terms of the Tax Certificate.
(b) The Agency shall not use or permit the use of any proceeds of Bonds or
any funds of the Agency, directly or indirectly, to acquire any securities or obligations, and shall
not take or permit to be taken any other action or actions, which would cause any Bonds to be
"arbitrage bonds" within the meaning of Section 148 of the Code or "federally guaranteed"
within the meaning of Section 149(b) of the Code and any such applicable requirements
promulgated from time to time thereunder and under Section 103(c) of the Internal Revenue
Code of 1954, as amended. The Agency shall observe and not violate the requirements of
LA1-56146.3 39
Section 148 of the Code and any such applicable regulations. The Agency shall comply with
all requirements of Sections 148 and 149(d) of the Code to the extent applicable to the Bonds.
In the event that at any time the Agency is of the opinion that for purposes of this
Section 6.15(b) it is necessary to restrict or to limit the yield on the investment of any moneys
held by the Trustee under this Indenture, the Agency shall so instruct the Trustee under this
Indenture in writing, and the Trustee shall take such action as may be necessary in accordance
with such instructions.
The Agency shall not use or permit the use of any proceeds of the Bonds or any
funds of the Agency, directly or indirectly, in any manner, and shall not take or omit to take any
action that would cause any of the Bonds to be treated as an obligation not described in Section
103(a) of the Code.
(c) Notwithstanding any provisions of this Section 6.15, if the Agency shall
provide to the Trustee an opinion of nationally recognized bond counsel that any specified action
required under this Section 6.15 is no longer required or that some further or different action
is required to maintain the exclusion from federal income tax of interest with respect to the
Bonds, the Trustee and the Agency may conclusively rely on such opinion in complying with
the requirements of this Section, and, notwithstanding Article VIII hereof, the covenants
hereunder shall be deemed to be modified to that extent.
(d) The provisions of this Section 6.15 shall not apply to any Series of Bonds
which the Agency shall certify to the Trustee is not intended to comply with the requirements
of the Code necessary to make interest on such Series of Bonds excludable from gross income
for federal tax purposes.
SECTION 6.16. Agreements with Other Taxing _Agencies. So long as any Bonds
are Outstanding, the Agency shall not enter into any agreement or amend any existing agreement
with any other taxing agency entered into (i) pursuant to Section 33401 of the law or (ii) which
operates as a waiver of the Agency's right to receive Pledged Tax Revenues under the
Redevelopment Plan, unless the Agency's obligations under such agreement are made expressly
subordinate and junior to the Agency's obligations under this Indenture and the Bonds.
SECTION 6.17. Annual Review of Pledged Tax Revenues. The Agency hereby
covenants that it will annually review the total amount of Pledged Tax Revenues remaining
available to be received by the Agency under the Redevelopment Plan's cumulative tax
increment limitation, as well as future cumulative Annual Debt Service and estimated future fees
and expenses of the Trustee. The Agency will not accept Pledged Tax Revenues greater than
Annual Debt Service and estimated future fees and expenses, in any year, if such acceptance will
cause the amount remaining under the tax increment limit to fall below remaining cumulative
Annual Debt Service and estimated future fees and expenses of the Trustee, except for the
purpose of depositing such revenues in escrow for the payment of interest on and principal of
and redemption premiums, if any, on the Bonds.
LA1-56146.3 40
ARTICLE VII
THE TRUSTEE
SECTION 7.01. Appointment of Trustee. State Street Bank and Trust Company
of California, N.A., a national banking association organized and existing under and by virtue
of the laws of the United States of America, is hereby appointed Trustee by the Agency for the
purpose of receiving all moneys required to be deposited with the Trustee hereunder and to
allocate, use and apply the same as provided in this Indenture. The Agency agrees that it will
maintain a Trustee having a corporate trust office in the State, with a combined capital and
surplus, or a member of a bank holding company system the lead bank of which shall have a
combined capital and surplus, of at least $50,000,000, and subject to supervision or examination
by Federal or State authority, so long as any Bonds are Outstanding. If such bank or trust
company publishes a report of condition at least annually pursuant to law or to the requirements
of any supervising or examining authority above referred to, then for the purpose of this
Section 7.01 the combined capital and surplus of such bank or trust company shall be deemed
to be its combined capital and surplus as set forth in its most recent report of condition so
published.
The Trustee is hereby authorized to pay the principal of and interest and
redemption premium (if any) on the Bonds when duly presented for payment at maturity, or on
redemption prior to maturity, and to cancel all Bonds upon payment thereof. The Trustee shall
keep accurate records of all funds and accounts administered by it and of all Bonds paid and
discharged.
SECTION 7.02. Acceptance of Trusts. The Trustee hereby accepts the trusts
imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject
to the following express terms and conditions:
(a) The Trustee shall not be liable for any error of judgment made in
good faith by a responsible officer of the Trustee, unless it shall be proved that the
Trustee was negligent in ascertaining the pertinent facts.
(b) Whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking, suffering or
omitting any action hereunder, the Trustee (unless other evidence is herein specifically
prescribed) may, in the absence of bad faith on its part, rely upon a Certificate of the
Agency.
(c) The Trustee shall be under no obligation to exercise any of the
rights or powers vested in it by this Indenture at the request or direction of any of the
Owners pursuant to this Indenture, unless such Owners shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities which might
be incurred by it in compliance with such request or direction.
LA1-56146.3 41
(d) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order bond or other paper or document, but
the Trustee, in its discretion, may make such further inquiry or investigation into such
facts or matters as it may see fit.
(e) The Trustee, prior to the occurrence of an Event of Default
hereunder and after the curing or waiving of all such Events of Default that may have
occurred, undertakes to perform such duties and only such duties as are specifically set
forth in this Indenture and no covenants of or against the Trustee shall be implied in this
Indenture. In case an Event of Default hereunder has occurred (which has not been
cured or waived), the Trustee may exercise such of the rights and powers vested in it by
this Indenture, and shall use the same degree of care and skill in the exercise of such
rights and powers as a prudent person would exercise or use under the circumstances in
the conduct of his own affairs.
(f) The Trustee may execute any of the trusts or powers hereunder and
perform the duties required of it hereunder either directly or by or through attorneys or
agents, shall not be liable for the acts or omissions of such attorneys or agents appointed
with due care, and shall be entitled to advice of counsel concerning all matters of trust
and its duty hereunder. The Trustee may conclusively rely on an opinion of counsel as
full and complete authorization and protection for any action taken, suffered or omitted
by it hereunder.
(g) The Trustee shall not be responsible for any recital herein or in the
Bonds, or for any of the supplements thereto or instruments of further assurance, or for
the sufficiency of the security for the Bonds issued hereunder or intended to be secured
hereby and makes no representation as to the validity or sufficiency of the Bonds or this
Indenture. The Trustee shall not be bound to ascertain or inquire as to the observance or
performance of any covenants, conditions or agreements on the part of the Agency
hereunder. The Trustee shall not be responsible for the application by the Agency of the
proceeds of the Bonds.
(h) The Trustee may become the Owner or pledgee of Bonds secured
hereby with the same rights it would have if not the Trustee; may acquire and dispose
of other bonds or evidences of indebtedness of the Agency with the same rights it would
have if it were not the Trustee; and may act as a depositary for and permit any of its
officers or directors to act as a member of, or in the capacity with respect to, any
committee formed to protect the rights of Owners of Bonds, whether or not such
committee shall represent the Owners of the majority in aggregate principal amount of
the Bonds then Outstanding.
(i) The Trustee may rely and shall be protected in acting or refraining
from acting, in good faith and without negligence, upon any notice, resolution, opinion,
LA1-56146.3 42
report, direction, request, consent, certificate, order, affidavit, letter, telegram or other
paper or document believed by it to be genuine and to have been signed or presented by
the proper person or persons. Any action taken or omitted to be taken by the Trustee
in good faith and without negligence pursuant to this Indenture upon the request or
authority or consent of any person who at the time of making such request or giving such
authority or consent is the Owner of any Bond, shall be conclusive and binding upon all
future Owners of the same Bond and upon Bonds issued in exchange therefor or in place
thereof. The Trustee shall not be bound to recognize any person as an Owner of any
Bond or to take any action at his request unless the ownership of Bond by such person
shall be reflected on the Registration Books.
0) The permissive right of the Trustee to do things enumerated in this
Indenture shall not be construed as a duty and it shall not be answerable for other than
its negligence or willful default. The immunities and exceptions from liability of the
Trustee shall extend to its officers, directors, employees and agents.
(k) The Trustee shall not be required to take notice or to be deemed
to have notice of any Event of Default hereunder except failure by the Agency to make
any of the payments to the Trustee required to be made by the Agency pursuant hereto
or failure by the Agency to file with the Trustee any document required by this Indenture
to be so filed subsequent to the issuance of the Bonds, unless the Trustee shall be
specifically notified in writing of such default by the Agency or by the Owners of at least
25 % in aggregate principal amount of the Bonds then Outstanding and all notice or other
instruments required by this Indenture to be delivered to the Trustee must, in order to
be effective, be delivered at the Trust Office of the Trustee, and in the absence of such
notice so delivered the Trustee may conclusively assume there is no Event of Default
hereunder except as aforesaid.
(1) At any and all reasonable tunes the Trustee and its duly authorized
agents, attorneys, experts, accountants and representatives, shall have the right fully to
inspect all books, papers and records of the Agency pertaining to the Bonds, and to make
copies of any of such books, papers and records which are not privileged by statute or
by law.
(m) The Trustee shall not be required to give any bond or surety in
respect of the execution of the said trusts and powers or otherwise in respect of the
premises hereof.
(n) Notwithstanding anything elsewhere in this Indenture with respect
to the execution of any Bonds, the withdrawal of any cash, the release of any property,
or any action whatsoever within the purview of this Indenture, the Trustee shall have the
right, but shall not be required, to demand any showings, certificates, opinions,
appraisals or other information, or corporate action or evidence thereof, as may be
deemed desirable for the purpose of establishing the right of the Agency to the execution
LA1-56146.3 43
of any Bonds, the withdrawal of any cash or the taking of any other action by the
Trustee.
(o) All moneys received by the Trustee shall, until used or applied or
invested as herein provided, be held in trust for the purposes for which they were
received but need not be segregated from other funds except to the extent required by
law.
(p) Whether or not expressly provided therein, every provision of this
Indenture relating to the conduct or affecting the liability of the Trustee shall be subject
to the provisions of this Section 7.02.
(q) No implied covenants or obligations shall be read into this
Indenture against the Trustee.
(r) Notwithstanding any other provision hereof, in determining whether
the rights of the Owners will be adversely affected by and action taken or omitted
hereunder, the Trustee shall consider the effect on the Owners as if there were no Bond
Insurance Policy.
SECTION 7.03. Fees. Charges and Expenses of Trustee. The Trustee shall be
entitled to payment and reimbursement for reasonable fees for its services rendered hereunder
and all advances, counsel fees (including expenses) and other expenses reasonably and
necessarily made or incurred by the Trustee in connection with such services. Upon the
occurrence of an Event of Default hereunder, but only upon any Event of Default, the Trustee
shall have a first lien with right of payment prior to payment of any Bond upon the amounts held
hereunder for the foregoing fees, charges and expenses incurred by it.
SECTION 7.04. Notice to Bond Owners of Default. If an Event of Default
hereunder occurs with respect to any Bonds of which the Trustee has been given or is deemed
to have notice, as provided in Section 7.02(k) hereof, then the Trustee shall, in addition to any
notice required under Section 11.08 hereof, within 30 days of the receipt of such notice, give
written notice thereof by first class mail to the Owner of each such Bond and to the Bond
Insurer, unless such Event of Default shall have been cured before the giving of such notice;
provided, however, that unless such Event of Default consists of the failure by the Agency to
make any payment. when due, the Trustee may elect not to give such notice to the Owners (but
shall give such notice to the Bond Insurer) if and so long as the Trustee in good faith determines
that it is in the best interests of the Bond Owners not to give such notice.
SECTION 7.05. Intervention by Trustee. In any judicial proceeding to which
the Agency is a party that, in the opinion of the Trustee and its counsel, has a substantial bearing
on the interests of Owners of any of the Bonds, the Trustee may intervene on behalf of such
Bond Owners, and subject to Section 7.02(c), shall do so if requested in writing by the Owners
of at least 25 % in aggregate principal amount of such Bonds then Outstanding.
LA1-56146.3 44
SECTION 7.06. Removal of Trustee. The Trustee may be removed at any time
by an instrument or concurrent instruments in writing, filed with the Trustee and signed by the
Owners of a majority in aggregate principal amount of the Outstanding Bonds and the Bond
Insurer or, in the case of breach by the Trustee of its obligations hereunder, by the Bond Insurer
alone. The Agency may also remove the Trustee at any time, except during the existence of an
Event of Default. The Trustee may be removed at any time for any breach of the Trustee's
duties set forth herein.
SECTION 7.07. Resignation by Trustee. The Trustee and any successor Trustee
may at any time give prior written notice of its intention to resign as Trustee hereunder, such
notice to be given to the Agency and the Bond Insurer by registered or certified mail. Upon
receiving such notice of resignation, the Agency shall promptly appoint a successor Trustee.
Any resignation or removal of the Trustee and appointment of a successor Trustee shall become
effective upon acceptance of appointment by the successor Trustee. Upon such acceptance, the
Agency shall cause notice thereof to be given by first class mail, postage prepaid, to the Bond
Owners at their respective addresses set forth on the Registration Books.
SECTION 7.08. Appointment of Successor Trustee. In the event of the removal
or resignation of the Trustee pursuant to Sections 7.06 or 7.07, respectively, with the prior
written consent of the Bond Insurer, the Agency shall promptly appoint a successor Trustee.
In the event the Agency shall for any reason whatsoever fail to appoint a successor Trustee
within 90 days following the delivery to the Trustee of.the instrument described in Section 7.06
or within 90 days following the receipt of notice by the Agency pursuant to Section 7.07, the
Trustee may, at the expense of the Agency, apply to a court of competent jurisdiction for the
appointment of a successor Trustee meeting the requirements of Section 7.01. Any such
successor Trustee appointed by such court shall become the successor Trustee hereunder
notwithstanding any action by the Agency purporting to appoint a successor Trustee following
the expiration of such 90-day period.
SECTION 7.09. Merger or Consolidation. Any company into which the Trustee
may be merged or converted or with which it may be consolidated or any company resulting
from any merger, conversion or consolidation to which it shall be party or any company to
which the Trustee may sell or transfer all or substantially all of its corporate trust business,
provided that such company shall meet the requirements set forth in Section 7.01, shall be the
successor to the Trustee and vested with all of the title to the trust estate and all of the trusts,
powers, discretion, immunities, privileges and all other matters as was its predecessor, without
the execution or filing of any paper or further act, anything herein to the contrary
notwithstanding.
SECTION 7.10. Concerning any Successor Trustee. Every successor Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor and also to the
Agency an instrument in writing accepting such appointment hereunder and thereupon such
successor, without any further act, deed or conveyance, shall become fully vested with all the
estates, properties, rights, powers, trusts, duties and obligations of its predecessors; but such
LA1-56146.3 45
predecessor shall, nevertheless, on the Written Request of the Agency, or of the Trustee's
successor, execute and deliver an instrument transferring to such successor all the estates,
properties, rights, powers and trusts of such predecessor hereunder; and every predecessor
Trustee shall deliver all securities and moneys held by it as the Trustee hereunder to its
successor. Should any instrument in writing from the Agency be required by any successor
Trustee for more fully and certainly vesting in such successor the estate, rights, powers and
duties hereby vested or intended to' be vested in the predecessor Trustee, any and all such
instruments in writing shall, on request, be executed, acknowledged and delivered by the
Agency.
SECTION 7.11. Appointment of Co-Trustee. It is the purpose of this Indenture
that there shall be no violation of any law of any jurisdiction (including particularly the law of
the State) denying or restricting the right of banking corporations or associations to transact
business as Trustee in such jurisdiction. It is recognized that in the case of litigation under this
Indenture, and in particular in case of the enforcement of the rights of the Trustee on default,
or in the case the Trustee deems that by reason of any present or future law of any jurisdiction
it may not exercise any of the powers, rights or remedies herein granted to the Trustee or hold
title to the properties, in trust, as herein granted, or take any other action that may be desirable
or necessary in connection therewith, it may be necessary that the Trustee or the Agency appoint
an additional individual or institution as a separate trustee or co-trustee. The following
provisions of this Section 7.11 are adopted to these ends.
In the event.that the Trustee or the Agency appoints an additional individual or
institution as a separate trustee or co-trustee, each and every remedy, power, right, claim,
demand, cause of action, immunity, estate, title, interest and lien expressed or intended by this
Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shall
be exercisable by and vest in such separate trustee or co-trustee but only to the extent necessary
to enable such separate trustee or co-trustee to exercise such powers, rights and remedies, and
every covenant and obligation necessary to the exercise thereof by such separate trustee or
co-trustee shall run to and be enforceable by either of them.
Should any instrument in writing from the Agency be required by the separate
trustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in and
confirming to it such properties, rights, powers, trusts, duties and obligations, any and all such
instruments in writing shall, on request, be executed, acknowledged and delivered by the
Agency. In case any separate trustee or co-trustee, or a successor to either, shall become
incapable of acting, shall resign or shall be removed, all the estates, properties, rights, powers,
trusts, duties and obligations of such separate trustee or co-trustee, so far as permitted by law,
shall vest in and be exercised by the Trustee until the appointment of a new trustee or successor
to such separate trustee or co-trustee.
SECTION 7.12. Limited Liability of Trustee. No provision in this Indenture
shall require the Trustee to risk or expend its own funds or otherwise incur any financial liability
hereunder if it shall have reasonable grounds for believing repayment of such funds or adequate
LA1-56146.3 46
indemnity against such liability or risk is not assured to it. The Trustee shall not be liable for
any action taken or omitted to be taken by it in accordance with the direction of the Bond Insurer
or of the Owners of at least 25 % in aggregate principal amount of Bonds Outstanding relating
to the time, method and place of conducting any proceeding or remedy available to the Trustee
under this Indenture or exercising any power conferred upon the Trustee under this Indenture.
The Agency hereby agrees to indemnify and hold harmless the Trustee for any loss or liability
incurred by the Trustee not relating to its own negligence or wilful misconduct. The obligations
of the Agency under this Section shall survive the resignation or removal of the Trustee under
this Indenture.
ARTICLE VIII
AMENDMENT OF THE INDENTURE
SECTION 8.01. Amendment Requirements The Indenture and the rights and
obligations of the Agency and of the Owners may be amended at any time by a Supplemental
Indenture which shall become binding when the written consents of the Owners of at least a
majority in aggregate principal amount of the Bonds then Outstanding, exclusive of Bonds
disqualified as provided in Section 8.02, and the written consent of the Bond Insurer, if any, are
filed with the Trustee. No such amendment shall (1) extend the maturity of or reduce the
interest rate on, or otherwise alter or impair the obligation of the Agency to pay the interest or
principal or redemption premium, if any, at the time and place and at the rate and in the
currency provided herein of any Bond, without the express written consent of the Owner of such
Bond, or (2) permit the creation by the Agency of any mortgage, pledge or lien upon the
Pledged Tax Revenues superior to or on a parity with the pledge and lien created in the
Indenture for the benefit of the Bonds, or (3) reduce the percentage of Bonds required for the
written consent to any such amendment, or (4) modify the rights or obligations of the Trustee
without its prior written assent thereto.
The Indenture and the rights and obligations of the Agency and of the Owners
may also be amended at any time by a Supplemental Indenture which shall become binding upon
execution, without the consent of any Owners, but only to the extent permitted by law and only
for any one or more of the following purposes:
(a) To add to the covenants and agreements of the Agency in the Indenture
contained, other covenants and agreements thereafter to be observed, or to surrender any
right or power herein reserved to or conferred upon the Agency;
(b) To make such provisions for the purpose of curing any ambiguity, or of
curing, correcting or supplementing any defective provision contained in the Indenture,
or in regard to questions arising under the Indenture, as the Agency may deem necessary
or desirable and not inconsistent with the Indenture, and which shall not materially
adversely affect the interest of the Owners;
LA1-56146.3 47
(c) To provide for the issuance of any Additional Bonds, and to provide the
terms and conditions under which such Additional Bonds may be issued, subject to and
in accordance with the provisions of Article IV;
(d) To modify, amend or supplement this Indenture in such manner as to
permit the qualification hereof under the Trust Indenture Act of 1939, as amended, or
any similar federal statute hereafter in effect, and to add such other terms, conditions and
provisions as may be permitted by said act or similar federal statute, and which shall not
materially adversely affect the interests of the Owners of the Bonds;
(e) To maintain the exclusion of interest on the Bonds from gross income for
federal income tax purposes (except with respect to any Bonds which the Agency certifies
to the Trustee are not intended to qualify for such exclusion);
(f) To the extent necessary to obtain a Bond Insurance Policy, to obtain a
rating on the Bonds or in connection with satisfying all or a portion of the Reserve
Account Requirement by crediting a Qualified Reserve Instrument to the Reserve
Account; or
(g) With the consent of the Bond Insurer, for any other purpose that does not
materially adversely affect the interests of the Owners.
Notwithstanding any other provision hereof, any provision of this Indenture
expressly recognizing or granting rights in or to the Bond Insurer may not be amended in any
manner which affects the rights of the Bond Insurer hereunder without the prior written consent
of the Bond Insurer. A copy of any amendment of this Indenture which is consented to by the
Bond Insurer shall be delivered by the Trustee to S&P as soon as practicable after the execution
and delivery of such amendment.
SECTION 8.02. Disqualified Bonds. Bonds owned or held by or for the account
of the Agency or the City shall not be deemed Outstanding for the purpose of any consent or
other action or any calculation of Outstanding Bonds for such purposes in this Indenture
provided for, and shall not be entitled to consent to, or take any other action in this Indenture
provided for; provided, however, that for purposes of determining whether the Trustee shall be
protected in relying on any such demand, request, direction, consent or waiver, only Bonds
which the Trustee knows to be so owned or held will be disregarded.
SECTION 8.03. Endorsement or Replacement of Bonds After Amendment. After
the effective date of any action taken as hereinabove provided, the Agency may determine that
the Bonds may bear a notation, by endorsement in form approved by the Agency, as to such
action, and in that case upon demand of the Owner of any Bond Outstanding at such effective
date and presentation of his Bond for such purpose at the office of the Trustee or at such
additional offices as the Trustee may select and designate for that purpose, a suitable notation
as to such action shall be made on such Bond. If the Agency shall so determine, new Bonds so
LA1-56146.3 48
modified as, in the opinion of the Agency, shall be necessary to conform to such action shall be
prepared and executed by the Trustee at the expense of the Agency, and in that case upon
demand of the Owner of any Bond Outstanding at such effective date such new Bonds shall be
exchanged at the -office of the Trustee or at such additional offices as the Trustee may select and
designate for that purpose, without cost to each Owner, for Bonds then Outstanding, upon
surrender of such Outstanding Bonds.
SECTION 8.04. Amendment by Mutual Consent. The provisions of this article
shall not prevent any Owner from accepting any amendment as to the particular Bonds held by
him, provided that due notation thereof is made on such Bonds.
SECTION 8.05. Opinion of Counsel. The Trustee may conclusively accept an
opinion of nationally recognized bond counsel to the Agency that an amendment of the Indenture
is in conformity with the provisions of this Article.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
SECTION 9.01. Events of Default and Acceleration of Maturities. If one or
more of the following events (herein called "Events of Default") shall happen, that is to say:
(a) If default shall be made in the due and punctual payment of the principal
of or redemption premium, if any, on any Bond when and as the same shall become due
and payable, whether at maturity as therein expressed, by declaration or otherwise;
(b) If default shall be made in the due and punctual payment of the interest on
any Bond when and as the same shall become due and payable;
(c) If default shall be made by the Agency in the observance of any of the
other agreements, conditions or covenants on its part herein or in the Bonds contained,
and such default shall have continued for a period of 60 days after the Agency shall have
been given notice in writing of such default by the Trustee; provided, however, that such
default shall not constitute an Event of Default hereunder if the Agency shall commence
to cure such default within said 60-day period and thereafter diligently and in good faith
proceed to cure such default within a reasonable period of time; or
(d) If the Agency shall file a petition or answer seeking reorganization or
arrangement under the federal bankruptcy laws or any other applicable law of the United
States of America, or if a court of competent jurisdiction shall approve a petition, filed
with or without the consent of the Agency, seeking reorganization under the federal
bankruptcy laws or any other applicable law of the United States of America, or if, under
the provisions of any other law for the relief or aid of debtors, any court of competent
LA 1-56146.3 49
jurisdiction shall assume custody or control of the Agency or of the whole or any
substantial part of its property;
then, and in each and every such case during the continuance of such Event of Default, the
Trustee may, and upon the written request of the Owners of not less than a majority in aggregate
principal amount of the Bonds at the time Outstanding, shall, by notice in writing to the Agency,
declare the principal of all of the Bonds then Outstanding, and the interest accrued thereon, to
be due and payable immediately, and upon any such declaration the same shall become and shall
be immediately due and payable, anything herein or in the Bonds contained to the contrary
notwithstanding; provided, however, that any such declaration shall be subject to the prior
written consent of the Bond Insurer, if any.
This provision, however, is subject to the condition that if, at any time after the
principal of the Bonds shall have been so declared due and payable, and before any judgment
or decree for the payment of the money due shall have been obtained or entered, the Agency
shall deposit with the Trustee a sum sufficient to pay all principal on the Bonds matured prior
to such declaration and all matured installments of interest (if any) upon all the Bonds, with
interest at the rate of interest which would have been paid on such overdue principal on such
overdue installments of principal and interest, and the expenses of the Trustee, including
attorneys fees, and any and all other defaults known to the Trustee (other than in the payment
of principal of and interest on the Bonds due and payable solely by reason of such declaration)
shall have been made good or cured to the satisfaction of the Trustee or provision deemed by
the Trustee to be adequate shall have been made therefor, then, and in every such case, the
Owners of at least a majority in aggregate principal amount of the Bonds then Outstanding, by
written notice to the Agency and to the Trustee, may, on behalf of the Owners of all of the
Bonds, rescind and annul such declaration and its consequences; provided, however, that no such
rescission or annulment shall occur without the prior written consent of the Bond Insurer, if any.
No such rescission and annulment shall extend to or shall affect any subsequent default, or shall
impair or exhaust any right or power consequent thereon.
SECTION 9.02. Application of Funds Upon Acceleration. All money in the
funds and accounts provided for herein upon the date of the declaration of acceleration by the
Trustee as provided in Section 9.01, and all Pledged Tax Revenues thereafter received by the
Agency hereunder, shall be transmitted to the Trustee and shall be applied by the Trustee in the
following order:
First, to the payment of the costs, fees and expenses of the Trustee, if any, in
carrying out the provisions of this Article, including reasonable compensation to its agents and
counsel, to the payment of any other amounts then due and payable to the Trustee, including any
predecessor trustee, with respect to or in connection with this Indenture, whether as
compensation, reimbursement, indemnification or otherwise, and to the payment of the costs and
expenses of the Owners in providing for the declaration of such Event of Default, including
reasonable compensation to their agents and counsel;
LA1-56146.3 50
Second, upon presentation of the several Bonds, and the stamping thereon of the
amount of the payment if only partially paid, or upon the surrender thereof if fully paid, to the
payment of the whole amount then owing and unpaid upon the Bonds for interest and principal,
with interest on the overdue interest and principal at the rate of interest which would have been
paid on such overdue principal, and in case such money shall be insufficient to pay in full the
whole amount so owing and unpaid upon the Bonds, then to the payment of such interest,
principal and interest on overdue interest and principal without preference or priority among
such interest, principal and interest on overdue interest and principal, ratably to the aggregate
of such interest, principal and interest on overdue interest and principal; provided that the
amounts in each subaccount of the Reserve Account shall be applied only to the payment of the
Series of Bonds to which such subaccount relates.
SECTION 9.03. Other Remedies of Owners. Any Owner, subject to the
conditions set forth in Section 9.08, shall have the right for the equal benefit and protection of
all Owners similarly situated:
(a) By mandamus or other suit or proceeding at law or in equity to enforce
his rights against the Agency and any of the members, officers and employees of the
Agency, and to compel the Agency or any such members, officers or employees to
perform and carry out their duties under the Law and their agreements with the Owners
as provided herein;
(b) By suit in equity to enjoin any acts or things which are unlawful or violate
the rights of the Owners; or
(c) Upon the happening of an Event of Default (as defined in Section 9.01),
by a suit in equity to require the Agency and its members, officers and employees to
account as the trustee of an express trust.
SECTION 9.04. Non-Waiver. Nothing in this Article or in any other provision
of the Indenture, or in the Bonds, shall affect or impair the obligation of the Agency, which is
absolute and unconditional, to pay the interest on and principal of the Bonds to the respective
Owners of the Bonds at the respective dates of maturity, as herein provided, out of the Pledged
Tax Revenues pledged for such payment, or affect or impair the right of action, which is also
absolute and unconditional, of such Owners to institute suit to enforce such payment by virtue
of the contract embodied in the Bonds and in the Indenture.
A waiver of any default or breach of duty or contract by any Owner shall not
affect any subsequent default or breach of duty or contract, or impair any rights or remedies on
any such subsequent default or breach. No delay or omission by any Owner or the Trustee to
exercise any right or power accruing upon any default shall impair any such right or power or
shall be construed to be a waiver of any such default or an acquiescence therein, and every
power and remedy conferred upon the Owners by the Law or by this Article may be enforced
and exercised from time to time and as often as shall be deemed expedient by the Owners.
LA1-56146.3 51
If any suit, action or proceeding to enforce any right or exercise any remedy is
abandoned or determined adversely to the Owners, the Trustee, the Agency and the Owners shall
be restored to their former positions, rights and remedies as if such suit, action or proceeding
had not been brought or taken.
SECTION 9.05. Actions by Trustee as Attorney-in-Fact. Any suit, action or
proceeding which any Owner shallhave the right to bring to enforce any right or remedy
hereunder may be brought by. the Trustee for the equal benefit and protection of all Owners, and
the Trustee is hereby appointed (and the successive respective Owners of the Bonds issued
hereunder, by taking and holding the same, shall be conclusively deemed so to have appointed
it) the true and lawful attorney-in-fact of the Owners for the purpose of bringing any such suit,
action or proceeding and to do and perform any and all acts and things for and on behalf of the
Owners as a class or classes, as may be necessary or advisable in the opinion of the Trustee as
such attorney-in-fact; provided, however, the Trustee shall have no duty or obligation to enforce
any right or remedy unless it has been indemnified by the Owners from any liability or expense
including without limitation fees and expenses of its attorneys.
SECTION 9.06. Remedies Not Exclusive. No remedy herein conferred upon or
reserved to the Owners is intended to be exclusive of any other remedy. Every such remedy
shall be cumulative and shall be in addition to every other remedy given hereunder or now or
hereafter existing, at law or in equity or by statute or otherwise, and may be exercised without
exhausting and without regard to any other remedy conferred by the Law or any other law.
SECTION 9.07. Owners' Direction of Proceedings. Except as provided in
Section 9.09, anything in this Indenture to the contrary notwithstanding, the Owners of a
majority in aggregate principal amount of the Bonds then Outstanding shall have the right, with
the written consent of the Bond Insurer, by an instrument or concurrent instruments in writing
executed and delivered to the Trustee and upon furnishing the Trustee with indemnification
satisfactory to it, to direct the method of conducting all remedial proceedings taken by the
Trustee hereunder, provided that such direction shall not be otherwise than in accordance with
law and the provisions of this Indenture, that the Trustee may take any other action deemed
proper by the Trustee which is not inconsistent with such direction, and that the Trustee shall
have the right to decline to follow any such direction which in the opinion of the Trustee would
be unjustly prejudicial to Owners not parties to such direction.
SECTION 9.08. Limitation on Owners' Right to Sue. No Owner of any Bond
shall have the right to institute any suit, action or proceeding at law or in equity, for the
protection or enforcement of any right or remedy under this Indenture, the Law or any other
applicable law with respect to such Bond, unless (1) such Owner shall have given to the Trustee
written notice of the occurrence of an Event of Default; (2) the Owners of not less than
twenty-five percent (25 in aggregate principal amount of the Bonds then Outstanding shall
have made written request upon the Trustee to exercise the powers hereinbefore granted or to
institute such suit, action or proceeding in its own name; (3) such Owner or said Owners shall
have tendered to the Trustee reasonable indemnity against the costs, expenses and liabilities to
LA1-56146.3 52
be incurred in compliance with such request; (4) the Trustee shall have refused or omitted to
comply with such request for a period of sixty (60) days after such written request shall have
been received by, and said tender of indemnity shall have been made to, the Trustee; and (5) the
Trustee shall not have received contrary directions from the Owners of a majority in aggregate
principal amount of the Bonds then Outstanding.
Such notification, request, tender of indemnity and refusal or omission are hereby
declared, in every case, to be conditions precedent to the exercise by any Owner of Bonds of
any remedy hereunder or under law; it being understood and intended that no one or more
Owners of Bonds shall have any right in any manner whatever by his or their action to affect,
disturb or prejudice the security of this Indenture or the rights of any other Owners of Bonds,
or to enforce any right under this Indenture, the Law or other applicable law with respect to the
Bonds, except in the manner herein provided, and that all proceedings at law or in equity to
enforce any such right shall be instituted, had and maintained in the manner herein provided and
for the benefit and protection of all Owners of the Outstanding Bonds, subject to the provisions
of this Indenture.
SECTION 9.09. Bond Insurer's Direction of Proceedings. Notwithstanding any
other provision hereof, so long as a Bond Insurance Policy is in effect with respect to any Series
of Bonds, upon the occurrence and continuance of an Event of Default hereunder, the Bond
Insurer shall be entitled to control and direct the enforcement of all rights and remedies granted
to the Owners or the Trustee for the benefit of the Owners hereunder, including, without
limitation: (i) the right to accelerate the principal of the Bonds and (ii) the right to annul any
declaration of acceleration, and the Bond Insurer shall also be entitled to approve all waivers of
Events of Default.
ARTICLE X
DEFEASANCE
SECTION 10.01. Discharge of Indebtedness. If the Agency shall pay and
discharge any or all of the Outstanding Bonds in any one or more of the following ways:
(a) by well and truly paying or causing to be paid the principal of and
interest and premiums (if any) on such Bonds, as and when the same become due and
payable;
(b) by irrevocably depositing with the Trustee, in trust, at or before
maturity, money which, together with the available amounts then on deposit in the funds
and accounts established with the Trustee pursuant to this Indenture is fully sufficient to
pay such Bonds, including all principal, interest and redemption premiums (if any); or
(c) by irrevocably depositing with the Trustee or any other fiduciary,
in trust, investments described in paragraphs A (except CATS and TGRS) or B (except
LA1-56146.3 53
items B(4) and B(6)) of the definition of Authorized Investments, in such amount as an
Independent Certified Public Accountant or other qualified firm shall determine in a
written report filed with the Trustee (upon which report the Trustee may conclusively
rely) will, together with the interest to accrue thereon and available moneys then on
deposit in the funds and accounts established with the Trustee pursuant to this Indenture,
be fully sufficient to pay and discharge the indebtedness on such Bonds (including all
principal, interest and redemption premiums) at or before their respective maturity dates;
and if such Bonds are to be redeemed prior to the maturity thereof notice of such redemption
shall have been mailed pursuant to Section 2.04(d)(3) or provision satisfactory to the Trustee
shall have been made for the mailing of such notice, then, at the Written Request of the Agency,
and notwithstanding that any of such Bonds shall not have been surrendered for payment, the
pledge of the Pledged Tax Revenues and other funds provided for in this Indenture with respect
to such Bonds, and all other pecuniary obligations of the Agency under this Indenture with
respect to all such Bonds, shall cease and terminate, except only (i) the obligation of the Agency
to pay or cause to be paid to the Owners of such Bonds not so surrendered and paid all sums
due thereon from amounts set aside for such purpose as aforesaid, (ii) the obligation of the
Agency to pay all expenses and costs of the Trustee and (iii) the obligations of the Agency to
indemnify the Trustee pursuant to Section 7.12. Any funds held by the Trustee following any
payment or discharge of the Outstanding Bonds pursuant to this Section 10.01, which are not
required for said purposes, shall be paid over to the Agency; provided, however, that
(a) the Agency shall have delivered to the Trustee a Certificate of the
Agency to the effect that:
(i) the Agency is then in compliance with Section 6.15;
(ii) the Agency has irrevocably deposited with the Trustee such moneys,
securities, documents and other things and issued such irrevocable instructions to
the Trustee so that any remaining and continuing applicable requirements of the
Code, with respect to the Bonds, from compliance with which the Agency has not
theretofore been relieved under the provisions of this Section 10.01 are ministerial
and reportorial in nature; and
(iii) the Agency has irrevocably authorized the Trustee and/or another
agent satisfactory to the Trustee, and delegated to the Trustee or such agent the
authority, to perform such remaining and continuing applicable requirements on
the Agency's behalf, and such Trustee has undertaken to do so;
and provided, further, that
(b) there shall have been delivered to the Trustee an opinion of
nationally recognized bond counsel to the effect that, based upon the matters set forth in
the Certificate of the Agency described in (a) above and assuming compliance by the
LA1-56146.3 54
Trustee or such agent with its undertaking described in (a)(iii) above, no further action
by or on the part of the Agency will be required under the applicable requirements of the
Code to maintain the Federal income tax exclusion from gross income of the interest on
the Bonds.
Notwithstanding any other provision hereof, in the event that the principal of
and/or interest on the Bonds shall be, paid by the Bond Insurer pursuant to the Bond Insurance
Policy, the Bonds shall remain Outstanding for all purposes, shall not be defeased or discharged
hereunder and shall not be considered paid by the Agency, and the pledge of the Pledged Tax
Revenues and all covenants, agreements and other obligations of the Agency to the Owners shall
continue to exist and shall run to the benefit of the Bond Insurer and the Bond Insurer shall be
subrogated to the rights of such Owners.
SECTION 10.02. Unclaimed Moneys. Anything in this Indenture to the contrary
notwithstanding, any moneys held by the Trustee in trust for the payment and discharge of any
of the Bonds that remain unclaimed for two years after the date when such Bonds have become
due and payable, either at their stated maturity dates or by call for earlier redemption, if such
moneys were held by the Trustee at such date, or for two years after the date of deposit of such
moneys if deposited with the Trustee after said date when such Bonds become due and payable,
shall be repaid by the Trustee to the Agency, as its absolute property and free from trust, and
the Trustee shall thereupon be released and discharged with respect thereto and the Owners shall
look only to the Agency for the payment of such Bonds; provided, however, that before being
required to make any such payment to the Agency, the Trustee shall, at the expense and upon
the written Request of the Agency, cause to be mailed to the Owner of all such Bonds, at their
respective addresses appearing on the Registration Books, a notice that said moneys remain
unclaimed and that, after a date named in said notice, which date shall not be less than 30 days
after the date of mailing of such notice, the balance of such moneys then unclaimed will be
returned to the Agency.
ARTICLE M
MISCELLANEOUS
SECTION 11.01. Liability of Agency Limited to Pledged Tax Revenues.
Notwithstanding anything herein contained, the Agency shall not be required to advance any
money derived from any source of income other than the Pledged Tax Revenues for the payment
of the interest on or the principal of the Bonds or for the performance of any covenants herein
contained, other than the covenants contained in Section 6.15 hereof. The Agency may,
however, advance funds for any such purpose, provided that such funds are derived from a
source legally available for such purpose. The Agency's obligation to pay the Rebate
Requirement to the United States of America pursuant to Section 6.15 hereof shall be considered
the general obligation of the Agency and shall be payable from any available funds of the
Agency.
LA1-56146.3 55
The Bonds are limited obligations of the Agency and are payable, as to interest
thereon and principal thereof, exclusively from the Pledged Tax Revenues, and the Agency is
not obligated to pay them except from the Pledged Tax Revenues. All of the Bonds are equally
secured by a pledge of, and charge and lien upon, all of the Pledged Tax Revenues, and the
Pledged Tax Revenues constitute a trust fund for the security and payment of the interest on and
the principal and redemption premium, if any, of the Bonds. The Bonds are not a debt of the
City of Rosemead, the State of California or any of its political subdivisions, and neither said
City; said State nor any of its political subdivisions is liable therefor, nor in any event shall the
Bonds be payable out of any funds or properties other than those of the Agency. The Bonds do
not constitute an indebtedness within the meaning of any constitutional or statutory limitation or
restriction, and neither the members of the Agency nor any persons executing the Bonds are
liable personally on the Bonds by reason of their issuance.
SECTION 11.02. Benefits of Indenture Limited to Parties. Nothing herein,
expressed or implied, is intended to give to any person other than the Agency, the Trustee, the
Bond Insurer and the Owners any right, remedy or claim under or by reason of the Indenture.
Any covenants, stipulations, promises or agreements herein contained by and on behalf of the
Agency or any member, officer or employee thereof shall be for the sole and exclusive benefit
of the Trustee and the Owners.
SECTION 11.03. Successor Is Deemed Included in All References to
Predecessor. Whenever in this Indenture either the Agency or any member, officer or employee
thereof is named or referred to, such reference shall be deemed to include the successor to the
powers, duties and functions, with respect to the management, administration and control of the
affairs of the Agency, that are presently vested in the Agency or such member, officer or
employee, and all the agreements, covenants and provisions contained in this Indenture by or
on behalf of the Agency or any member, officer or employee thereof shall bind and inure to the
benefit of the respective successors thereof whether so expressed or not.
SECTION 11.04. Execution of Documents by Owners. Any request, declaration
or other instrument which this Indenture may require or permit to be executed by Owners may
be in one or more instruments of similar tenor, and shall be executed by Owners in person or
by their attorneys appointed in writing.
Except as otherwise herein expressly provided, the fact and date of the execution
by any Owner or his attorney of such request, declaration or other instrument, or of such writing
appointing such attorney, may be proved by the certificate of any notary public or other officer
authorized to take acknowledgments of deeds to be recorded in the state or territory in which
he purports to act, that the person signing such request, declaration or other instrument or
writing acknowledged to him the execution thereof, or by an affidavit of a witness of such
execution, duly sworn to before such notary public or other officer.
Except as otherwise herein expressly provided, the amount of Bonds transferable
by delivery held by any person executing such request, declaration or other instrument or writing
LA 1-56146.3 56
as a Owner, and the numbers thereof, and the date of his holding such Bonds, may be proved
by a certificate, which need not be acknowledged or verified, satisfactory to the Trustee,
executed by a trust company, bank or other depositary wherever situated, showing that at the
date therein mentioned such person had on deposit with such depositary the Bonds described in
such certificate. The Trustee may nevertheless in its discretion require further or other proof
in cases where it deems the same desirable. The ownership of registered Bonds and the amount,
maturity, number and date of holding the same shall be proved by the registry books provided
for in Section 2.08.
Any request, declaration or other instrument or writing of the Owner of any Bond
shall bind all future Owners of such Bond in respect of anything done or suffered to be done by
the Agency in good faith and in accordance therewith.
SECTION 11.05. Waiver of Personal Liability. No member, officer or employee
of the Agency shall be individually or personally liable for the payment of the interest on or
principal of the Bonds; but nothing herein contained shall relieve any member, officer or
employee of the Agency from the performance of any official duty provided by law.
SECTION 11.06. Acquisition of Bonds by Agency. All Bonds acquired by the
Agency, whether by purchase or gift or otherwise, shall be surrendered to the Trustee for
cancellation.
SECTION 11.07. Content of Certificates and Reports. Every certificate or report
of the Agency with respect to compliance with a condition or covenant provided for in the
Indenture shall include (a) a statement that the person or persons making or giving such
certificate or report have read such covenant or condition and the definitions herein relating
thereto; (b) a brief statement as to the nature and scope of the examination or investigation upon
which the statements or opinions contained in such certificate or report are based; (c) a statement
that, in the opinion of the signers, they have made or caused to be made such examination or o
investigation as is necessary to enable them to express an informed opinion as to whether or not
such covenant or condition has been complied with; and (d) a statement as to whether, in the
opinion of the signers, such condition or covenant has been complied with.
Any such certificate made or given by an officer of the Agency may be based,
insofar as it relates to legal matters, upon a certificate or opinion of or representations by
counsel, unless such officer knows that the certificate or opinion or representations with respect
to the matters upon which his certificate may be based, as aforesaid, are erroneous, or in the
exercise of reasonable care should have known that the same were erroneous. Any such
certificate or opinion or representation made or given by counsel may be based, insofar as it
relates to factual matters, upon information that is in the possession of the Agency, upon the
certificate or opinion of or representations by an officer or officers of the Agency, unless such
counsel knows that the certificate or opinion or representations with respect to the matters upon
which his certificate, opinion or representation may be based, as aforesaid, are erroneous, or
in exercise of reasonable care should have known that the same were erroneous.
LA1-56146.3 57
SECTION 11.08. Notice to Bond Insurer. Whenever any notice, authorization,
request, certificate or demand is required or permitted to be given to any party or to any owner
pursuant to this Indenture, such notice, authorization, request, certificate or demand shall also
be given in writing to the Bond Insurer, if any, by first class mail at the address specified by
such Bond Insurer. The Trustee shall notify the Bond Insurer of any known failure of the
Agency to provide to the Trustee relevant notices, certificates, reports or other documents
hereunder.. Notwithstanding any other provision hereof, the Trustee shall notify the Bond
Insurer immediately if at any time there are insufficient moneys to make any payments of
principal or interest as required hereunder and immediately upon the Trustee having actual
knowledge of the occurrence of any Event of Default or any event, which with the passage of
time could become an Event of Default. The Agency and the Trustee agree to provide the Bond
Insurer with any additional information concerning the Bonds as the Bond Insurer may
reasonably request.
SECTION 11.09. Funds and Accounts. Any fund or account required by this
Indenture to be established and maintained by the Agency or the Trustee may be established and
maintained in the accounting records of the Agency or the Trustee either as a fund or an
account, and may, for the purposes of such records, any audits thereof and any reports or
statements with respect thereto, be treated either as a fund or as an account; but all such records
with respect to all such funds and accounts held by the Agency shall at all times be maintained
in accordance with sound accounting practices and all funds and accounts held by the Trustee
shall at all times be maintained in accordance with trust industry standards and with due regard
for the protection of the security of the Bonds and the rights of the Owners.
SECTION 11.10. Article and Section Headings and References. The headings
or titles of the several Articles and Sections hereof, and the table of contents appended hereto,
shall be solely for convenience of reference and shall not affect the meaning, construction or
effect of this Indenture.
All references herein to "Articles," "Sections" and other subdivisions are to the
corresponding articles, sections or subdivisions of this Indenture; and the words "herein,"
"hereof," "hereunder" and other words of similar import refer to this Indenture as a whole and
not to any particular Article, Section or subdivision hereof.
SECTION 11.11. Partial Invalidity. If any one or more of the agreements or
covenants or portions thereof provided in this Indenture to be performed on the part of the
Agency (or of the Trustee) should be contrary to law, then such agreement or agreements, such
covenant or covenants, or such portions thereof, shall be null and void and shall be deemed
separable from the remaining agreements and covenants or portions thereof and shall in no way
affect the validity of this Indenture or of the Bonds; but the Owners shall retain all the rights and
benefits accorded to them under the Law or any other applicable provisions of law. The Agency
hereby declares that it would have adopted this Indenture and each and every other Section,
paragraph, subdivision, sentence, clause and phrase hereof and would have authorized the
issuance of the Bonds pursuant hereto irrespective of the fact that any one or more Sections,
LA1-56146.3 58
paragraphs, subdivisions, sentences, clauses or phrases of this Indenture or the application
thereof to any person or circumstance may be held to be unconstitutional, unenforceable or
invalid.
SECTION 11.12. Execution in Several Coun=arts. This Indenture may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts, or as many of them as the Agency and the
Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.
SECTION 11.13. Business Days. When any action is provided for herein to be
done on a day named or within a specified time period, and the day or the last day of the period
falls on a day other than a day which is not a Saturday, a Sunday, or a day on which banks
located in the city where the corporate trust office of the Trustee is located are required or
authorized to remain closed (a "Business Day"), such action may be performed on the next
ensuing Business Day with the same effect as though performed on the appointed day or within
the specified period.
SECTION 11.14. Governing Law. This Indenture shall be governed and
construed in accordance with the laws of the State of California.
SECTION 11.15. Notices. Whenever any notice is required to be given
hereunder, such notice shall be mailed, first-class mail, postage prepaid, to the following parties
at the following addresses:
If to the Agency: Rosemead Redevelopment Agency
8838 E. Valley Boulevard
Rosemead, California 91770
If to the Trustee: State Street Bank and Trust Company of California, N.A.
725 South Figueroa Street, Suite 3100
Los Angeles, California 90017
Attention: Corporate Trust Department
LA1-56146.3 59
IN WITNESS WHEREOF, the ROSEMEAD REDEVELOPMENT AGENCY,
has caused this Indenture to be signed in its name by its Chairman and attested by its Secretaryand STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N.A., in token of
its acceptance of the trusts created hereunder, has caused this Indenture to be signed in its
corporate name by its officer thereunto duly authorized, all as of the date and year first above
written.
ROSEMEAD REDEVELOPMENT AGENCY
. - n - a~~
By
Attest:
Secretary
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N.A., as Trustee
By
Autho ' Representative
LA1-56146.2
APPENDIX A
No. [
ROSEMEAD REDEVELOPMENT AGENCY
REDEVELOPMENT PROJECT AREA NO. 1
TAX ALLOCATION BOND, SERIES 1993A
RATE OF MATURITY
INTEREST: DATE: DATED DATE: CUSIP:
Registered Owner:
Principal Amount:
DOLLARS
THE ROSEMEAD REDEVELOPMENT AGENCY, a public body, corporate
and politic, duly organized and existing under and pursuant to the laws of the State of California
(the "Agency"), for value received hereby promises to pay to the registered owner specified
above, or registered assigns, on the Maturity Date specified above the Principal Amount
specified above, together with interest thereon from the interest payment date next preceding the
date of registration on this Bond (unless this Bond is registered during the period from the 16th
day of the month next preceding an interest payment date to and including such interest payment
date, in which event it shall bear interest from such interest payment date, or unless this Bond
is registered on or before the fifteenth day of the month next preceding the first interest payment
date, in which event it shall bear interest from the dated date) until the principal hereof shall
have been paid, at the Rate of Interest specified above, payable on April 1, 1994, and
semiannually thereafter on October 1 and April 1 in each year. Both the interest hereon and
principal hereof are payable in lawful money of the United States of America. The principal
(or redemption price) hereof is payable upon surrender hereof at maturity or the earlier
redemption hereof at the corporate trust office of State Street Bank and Trust Company of
California, N.A., in Los Angeles, California. Interest hereon is payable by check mailed on
each interest payment date by first class mail to the person in whose name this Bond is registered
at the close of business on the 15th day of the month next preceding the applicable interest
payment date at such person's address as it appears on the registration books of the Trustee, or
upon written request received by the Trustee prior to the fifteenth day of the month preceding
an Interest Payment Date of an Owner of at least $1,000,000 in aggregate principal amount of
Bonds, by wire transfer in immediately available funds to an account within the United States
designated by such Owner.
LA1-56146.3 A_1
This Bond is one of a duly authorized issue of the Rosemead Redevelopment
Agency Redevelopment Project Area No. 1 Tax Allocation Bonds, Series 1993A (the "Bonds"),
limited in aggregate principal amount to Thirty-four Million Two Hundred Seventy-five
Thousand Dollars ($34,275,000), all of like tenor and date (except for such variations, if any,
as may be required to designate varying numbers, series, maturities, interest rates or redemption
provisions), all issued under the provisions of the Community Redevelopment Law of the State
of California, as supplemented and amended (the "Law"), and pursuant to the provisions of an
Indenture, dated as of October 1, 1993 (the "Indenture"), between the Agency and the Trustee.
All Bonds are equally and ratably secured in accordance with the terms and conditions of the
Indenture, and reference is hereby made to the Indenture, to any indentures supplemental thereto
and to the Law for a description of the terms on which the Bonds are issued, for the provisions
with regard to the nature and extent of the security provided for the Bonds and of the nature,
extent and manner of enforcement of such security, and for a statement of the rights of the
registered owners of the Bonds; and all the terms of the Indenture and the Law are hereby
incorporated herein and constitute a contract between the Agency and the registered owner from
time to time of this Bond, and to all the provisions thereof the registered owner of this Bond,
by his acceptance hereof, consents and agrees. Each registered owner hereof shall have recourse
to all the provisions of the Law and the Indenture and shall be bound by all the terms and
conditions thereof.
The Bonds are issued to provide funds to aid in the financing or refinancing of
the Rosemead Redevelopment Project Area No. 1, a duly adopted redevelopment project in
Rosemead, California, as more particularly described in the Indenture. The Bonds are special
obligations of the Agency and are payable, as to interest thereon, principal thereof and any
premiums upon the redemption thereof, exclusively from the Pledged Tax Revenues (as that term
is defined in the Indenture and herein called the "Pledged Tax Revenues"), and the Agency is
not obligated to pay them except from the Pledged Tax Revenues. The Bonds are equally
secured by a pledge of, and charge and lien upon, the Pledged Tax Revenues, and the Pledged
Tax Revenues constitute a trust fund for the security and payment of the interest on and principal
of and redemption premiums, if any, on the Bonds. Concurrently with the issuance of the Bonds,
the Agency is issuing its Redevelopment Project No. 1 Taxable Tax Allocation Refunding
Bonds, Series 1993B in the aggregate principal amount of $2,435,000. These bonds are issued
on a parity with the Bonds, and are equally and ratably secured by Pledged Tax Revenues.
Additional tax allocation bonds payable from the Pledged Tax Revenues may be issued which
will rank equally as to security with the Bonds, but only subject to terms and conditions set forth
in the Indenture.
The Agency hereby covenants and warrants that, for the payment of the interest
on and principal of and redemption premium, if any, on this Bond and all other Bonds issued
under the Indenture when due, there has been created and will be maintained by the Trustee a
special fund into which all Pledged Tax Revenues shall be deposited, and as an irrevocable
charge the Agency has allocated the Pledged Tax Revenues solely to the payment of the interest
on and principal of and redemption premiums, if any, on the Bonds, and the Agency will pay
promptly when due the interest on and principal of and redemption premium, if any, on this
LA1-56146.3 A-2
Bond and all other Bonds of this issue and all additional tax allocation bonds authorized by the
Indenture out of said special fund, all in accordance with the terms and provisions set forth in
the Indenture.
Bonds maturing on or after October 1, 2004 shall be subject to redemption, prior
to their respective maturity dates, at the option of the Agency, on or after October 1, 2003, as
a whole on any date, or in part (in such maturities as are designated by the Agency or, if the
Agency fails to designate maturities, on a proportional basis among maturities) on any Interest
Payment Date from funds derived by the Agency from any source, at a redemption price
(expressed as a percentage of the principal amount of Bonds called for redemption), together
with interest accrued thereon to the date fixed for redemption:
Redemption Date
Redemption Price
October 1, 2003 through September 30, 2004 102%
October 1, 2004 through September 30, 2005 101
October 1, 2005 and thereafter 100
Bonds maturing on October 1, 2018 shall be subject to redemption in part by lot,
prior to their maturity from Sinking Account Installments deposited in the Sinking Account, on
any October 1 on or after October 1, 2012, at a redemption price equal to the principal amount
of the Bonds called for redemption, together with interest accrued thereon to the date of
redemption, without premium. Bonds maturing on October 1, 2033 shall be subject to
redemption in part by lot, prior to their maturity from Sinking Account Installments deposited
in the Sinking Account, on any October 1, on or after October 1, 2019, at a redemption price
equal to the principal amount of the Bonds called from redemption, together with interest
accrued thereon to the date of redemption, without premium.
As provided in the Indenture, notice of redemption of this Bond shall be mailed
by first class mail not less than thirty (30) days nor more than sixty (60) days before the
redemption date to the registered owner hereof, but failure to receive such notice or any defect
therein shall not affect the sufficiency of such proceedings for redemption. If notice of
redemption has been duly given as aforesaid and money for payment of the above-described
redemption price is held by the Trustee, then such Bonds shall, on the redemption date
designated in such notice, become due and payable at the above-described redemption price; and
from and after the date so designated interest on the Bonds so called for redemption shall cease
to accrue and registered owners of such Bonds shall have no rights in respect thereof except to
receive payment of such redemption price thereof. Any redemption of Bonds may be rescinded
despite notice thereof having been given at the option of the Agency at any time up to and
including the redemption date as provided in the Indenture.
If an Event of Default, as defined in the Indenture, shall occur, the principal of
all 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
LA1-56146.3 A-3
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 or any integral multiple thereof (not exceeding the principal amount 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.
This Bond is transferable, as provided in the Indenture, only upon a register to
be kept for that purpose at the above-mentioned office of the Trustee by the registered owner
hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with
a written instrument of transfer satisfactory to 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, shall be issued to the transferee in exchange therefor as
provided in the Indenture, and upon payment of the charges therein prescribed. The Agency and
the Trustee may deem and treat the person in whose name this Bond is registered as the absolute
owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and
principal hereof and redemption premium, if any, hereon and for all other purposes. The
Trustee shall not be required to register the transfer or exchange of any Bond during the period
the Trustee is selecting Bonds for redemption or of any Bond selected for redemption.
The rights and obligations of the Agency 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.
This Bond is not a debt of the City of Rosemead, the State of California or any
of its political subdivisions, and neither said City, and State nor any of its political subdivisions
is liable hereon, nor in any event shall this Bond or any interest hereon or any redemption
premium hereon be payable out of any funds or properties other than those of the Agency. The
Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory
debt limitation or restriction, and neither the members of the Agency nor any persons executing
the Bonds shall be personally liable on the Bonds by reason of their issuance. '
This Bond shall not be entitled to any benefits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication and registration hereon
endorsed shall have been signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist,
to have happened or to have been performed precedent to and in the issuance of this Bond do
exist, have happened and have been performed in due time, form and manner as required by law
and that the amount of this Bond, together with all other indebtedness of the Agency, does not
LA1-56146.3 A-4
exceed any limit prescribed by the Constitution or laws of the State of California, and is not in
excess of the amount of Bonds permitted to be issued under the Indenture.
LA1-56146.3 A-5
IN WITNESS WHEREOF, the Rosemead Redevelopment Agency has caused
this Bond to be executed in its name and on its behalf by its Chair and attested by its Secretary,
and has caused its seal to be reproduced hereon, and has caused this Bond to be dated as of the
Dated Date above stated.
(Seal)
Attest:
Secretary
ROSEMEAD REDEVELOPMENT AGENCY
By
Chair
This is one of the Bonds described in the within-mentioned Indenture.
Dated:
Authorized Signatory
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered Bond and do(es) hereby irrevocably constitute
and appoint attorney to transfer the same on the bond register of the Trustee,
with full power of substitution in the premises.
Dated:
Note: The signature(s) to this Assignment must correspond with the name(s) as
written on the face of the within registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee
By
LA1-56146.3 A_6
SIGNATURE GUARANTEED BY:
NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution.
LA1-56146.3 A_7
APPENDIX B
No. [ ]
ROSEMI?AD REDEVELOPMENT AGENCY
REDEVELOPMENT PROJECT AREA NO. 1
TAXABLE TAX ALLOCATION REFUNDING BOND, SERIES 1993B
RATE OF MATURITY
INTEREST: DATE: DATED DATE: CUSIP:
Registered Owner:
Principal Amount:
DOLLARS
THE ROSEMEAD REDEVELOPMENT AGENCY, a public body, corporate
and politic, duly organized and existing under and pursuant to the laws of the State of California
(the "Agency"), for value received hereby promises to pay to the registered owner specified
above, or registered assigns, on the Maturity Date specified above the Principal Amount
specified above, together with interest thereon from the interest payment date next preceding the
date of registration on this Bond (unless this Bond is registered during the period from the 16th
day of the month next preceding an interest payment date to and including such interest payment
date, in which event it shall bear interest from such interest payment date, or unless this Bond
is registered on or before the fifteenth day of the month next preceding the first interest payment
date, in which event it shall bear interest from the dated date) until the principal hereof shall
have been paid, at the Rate of Interest specified above, payable on April 1, 1994, and
semiannually thereafter on October 1 and April 1 in each year. Both the interest hereon and
principal hereof are payable in lawful money of the United States of America. The principal
(or redemption price) hereof is payable upon surrender hereof at maturity or the earlier
redemption hereof at the corporate trust office of State Street Bank and Trust Company of
California, N.A., in Los Angeles, California. Interest hereon is payable by check mailed on
each interest payment date by first class mail to the person in whose name this Bond is registered
at the close of business on the 15th day of the month next preceding the applicable interest
payment date at such person's address as it appears on the registration books of the Trustee, or
upon written request received by the Trustee prior to the fifteenth day of the month preceding
an Interest Payment Date of an Owner of at least $1,000,000 in aggregate principal amount of
Bonds, by wire transfer in immediately available funds to an account within the United States
designated by such Owner.
LA1-56146.3 B-1
This Bond is one of a duly authorized issue of the Rosemead Redevelopment
Agency Redevelopment Project Area No. 1 Taxable Tax Allocation Refunding Bonds, Series
1993B (the "Bonds"), limited in aggregate principal amount to Two Million Four Hundred
Thirty-five Thousand Dollars ($2,435,000), all of like tenor and date (except for such variations,
if any, as may be required to designate varying numbers, series, maturities, interest rates or
redemption provisions), all issued under the provisions of the Community Redevelopment Law
of the State of California., as supplemented and amended (the "Law"), and pursuant to the
provisions of an Indenture, dated as of October 1, 1993 (the "Indenture"), between the Agency
and the Trustee. All Bonds are equally and ratably secured in accordance with the terms and
conditions of the Indenture, and reference is hereby made to the Indenture, to any indentures
supplemental thereto and to the Law for a description of the terms on which the Bonds are
issued, for the provisions with regard to the nature and extent of the security provided for the
Bonds and of the nature, extent and manner of enforcement of such security, and for a statement
of the rights of the registered owners of the Bonds; and all the terms of the Indenture and the
Law are hereby incorporated herein and constitute a contract between the Agency and the
registered owner from time to time of this Bond, and to all the provisions thereof the registered
owner of this Bond, by his acceptance hereof, consents and agrees. Each registered owner
hereof shall have recourse to all the provisions of the Law and the Indenture and shall be bound
by all the terms and conditions thereof.
The Bonds are issued to provide funds to aid in the financing or refinancing of
the Rosemead Redevelopment Project Area No. 1, a duly adopted redevelopment project in
Rosemead, California, as more particularly described in the Indenture. The Bonds are special
obligations of the Agency and are payable, as to interest thereon, principal thereof and any
premiums upon the redemption thereof, exclusively from the Pledged Tax Revenues (as that term
is defined in the Indenture and herein called the "Pledged Tax Revenues"), and the Agency is
not obligated to pay them except from the Pledged Tax Revenues. The Bonds are equally
secured by a pledge of, and charge and lien upon, the Pledged Tax Revenues, and the Pledged
Tax Revenues constitute a trust fund for the security and payment of the interest on and principal
of and redemption premiums, if any, on the Bonds. Concurrently with the issuance of the
Bonds, the Agency is issuing its Redevelopment Project No. 1 Tax Allocation Bonds, Series
1993A in the aggregate principal amount of $34,275,000. These bonds are issued on a parity
with the Bonds, and are equally and ratably secured by Pledged Tax Revenues. Additional tax
allocation bonds payable from the Pledged Tax Revenues may be issued which will rank equally
as to security with the Bonds, but only subject to terms and conditions set forth in the Indenture.
The Agency hereby covenants and warrants that, for the payment of the interest
on and principal of and redemption premium, if any, on this Bond and all other Bonds issued
under the Indenture when due, there has been created and will be maintained by the Trustee a
special fund into which all Pledged Tax Revenues shall be deposited, and as an irrevocable
charge the Agency has allocated the Pledged Tax Revenues solely to the payment of the interest
on and principal of and redemption premiums, if any, on the Bonds, and the Agency will pay
promptly when due the interest on and principal of and redemption premium, if any, on this
Bond and all other Bonds of this issue and all additional tax allocation bonds authorized by the
LA1-56146.3 B-2
Indenture out of said special fund, all in accordance with the terms and provisions set forth in
the Indenture.
The Series 1993B Bonds are not subject to optional redemption prior to their
maturing.
If an Event of Default, as defined in the Indenture, shall occur, the principal of
all 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 or any integral multiple thereof (not exceeding the principal amount 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.
This Bond is transferable, as provided in the Indenture, only upon a register to
be kept for that purpose at the above-mentioned office of the Trustee by the registered owner
hereof in person, or by his duly authorized attorney, upon surrender of this Bond together with
a written instrument of transfer satisfactory to 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, shall be issued to the transferee in exchange therefor as
provided in the Indenture, and upon payment of the charges therein prescribed. The Agency and
the Trustee may deem and treat the person in whose name this Bond is registered as the absolute
owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and
principal hereof and redemption premium, if any, hereon and for all other purposes. The
Trustee shall not be required to register the transfer or exchange of any Bond during the period
the Trustee is selecting Bonds for redemption or of any Bond selected for redemption.
The rights and obligations of the Agency 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.
This Bond is not a debt of the City of Rosemead, the State of California or any
of its political subdivisions, and neither said City, and State nor any of its political subdivisions
is liable hereon, nor in any event shall this Bond or any interest hereon or any redemption
premium hereon be payable out of any funds or properties other than those of the Agency. The
Bonds do not constitute an indebtedness within the meaning of any constitutional or statutory
debt limitation or restriction, and neither the members of the Agency nor any persons executing
the Bonds shall be personally liable on the Bonds by reason of their issuance.
LA I-56146.3 B-3
This Bond shall not be entitled to any benefits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication and registration hereon
endorsed shall have been signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist,
to have happened or to have been performed precedent to and in the issuance of this Bond do
exist, have happened and have been performed in due time, form and manner as required by law
and that the amount of this Bond, together with all other indebtedness of the Agency, does not
exceed any limit prescribed by the Constitution or laws of the State of California, and is not in
excess of the amount of Bonds permitted to be issued under the Indenture..
LA 1-56146.3 B-4
IN WITNESS WHEREOF, the Rosemead Redevelopment Agency has caused
this Bond to be executed in its name and on its behalf by its Chair and attested by its Secretary,
and has caused its seal to be reproduced hereon, and has caused this Bond to be dated as of the
Dated Date above stated.
ROSEMEAD REDEVELOPMENT AGENCY
By
Chair
(Seal)
Attest:
Secretary
Dated:
By
STATE STREET BANK AND TRUST
COMPANY OF CALIFORNIA, N.A.,
as Trustee
Authorized Signatory
For value received the undersigned do(es) hereby sell, assign and transfer unto
the within-mentioned registered Bond and do(es) hereby irrevocably constitute
and appoint attorney to transfer the same on the bond register of the Trustee,
with full power of substitution in the premises.
Dated:
Note: The signature(s) to this Assignment must correspond with the name(s) as
written on the face of the within registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
This is one of the Bonds described in the within-mentioned Indenture.
LA1-56146.3 B-5
SIGNATURE GUARANTEED BY:
NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution.
LA1-56146.3 B-6
FIRST SUPPLEMENT TO INDENTURE
ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION
TO
U.S. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of March 1, 2006
Relating to
$14,005,000
Redevelopment Project Area No. 1
Tax Allocation Bonds, Series 2006A
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FIRST SUPPLEMENT TO INDENTURE
THIS FIRST SUPPLEMENT TO INDENTURE (this "First Supplement") is
dated as of March 1, 2006, by and between the Rosemead Community Development
Commission, a public body, corporate and politic, organized and existing under, and by virtue of
the laws of the State of California (the "Commission"), and U.S. Bank National Association, as
successor trustee to State Street Bank and Trust Company of California, N.A., a national banking
association organized and existing under the laws of the United States and authorized to accept
and execute trusts of the character herein set out with a corporate trust office located in Los
Angeles, California, as trustee (the "Trustee");
WITNESSETH:
WHEREAS, the Commission is a redevelopment agency, a public body, corporate
and politic duly created, established and authorized to transact business and exercise its powers,
all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 of the
Health and Safety Code of the State of California and referred to herein as the "Law"), and the
powers of such agency include the power to issue bonds for any of its corporate purposes; and
WHEREAS, a redevelopment plan for a redevelopment project known and
designated as the "Redevelopment Project Area No. 1" has been adopted and approved and all
requirements of law for, and precedent to, the adoption and approval of said plan have been duly
complied with; and
WHEREAS, the plan contemplates that the Commission will issue its bonds to
finance and/or refinance a portion of the cost of such redevelopment; and
WHEREAS, the Commission, has heretofore issued its Redevelopment Project
Area No. 1 Tax Allocation Bonds, Series 1993A (the "Series 1993A Bonds") in the original
principal amount of $34,275,000 for the purpose of financing portions of the Redevelopment
Project Area No. 1, which Series 1993A Bonds were issued pursuant to the terms of an
Indenture, dated as of October 1, 1993 (the "Original Indenture"), between the Trustee and the
Commission; and
WHEREAS, the Commission, by Resolution No. 2006-02, adopted on February
14, 2006 (the "Resolution"), authorized the issuance of not to exceed $16,000,000 aggregate
principal amount of its Redevelopment Project Area No. 1, Tax Allocation Bonds, Series 2006A
(the "Series 2006A Bonds") for the purpose of financing and refinancing the redevelopment
project; and
WHEREAS, the Commission has determined to issue the Series 2006A Bonds
pursuant to the Original Indenture and this First Supplement, which Original Indenture, as
supplemented by this First Supplement, and as hereinafter supplemented, is referred to as the
"Indenture"; and
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WHEREAS, the Indenture provides that the Commission may issue subsequent
Series of Additional Bonds from time to time by a Supplemental Indenture, subject to the
conditions and limitations contained in. the Law and in Section 4.01 of the Indenture; and
WHEREAS, the conditions and limitations contained in the Law and in
Section 4.01 of the Indenture have been satisfied or will be satisfied at the time of the issuance of
the Series 2006A Bonds; and
WHEREAS, the Commission has further determined that the amendments and
supplements to the Indenture herein contained are necessary and desirable and can be made
pursuant to Section 8.01 of the Indenture without the consent of any Bondholders; and
WHEREAS, all things necessary to cause the Series 2006A Bonds, when
authenticated by the Trustee and issued as in this First Supplement and the Original Indenture
provided, to be legal, special obligations of the Commission, enforceable in accordance with
their terms, and to constitute this First Supplement and the Original Indenture a valid agreement
for the uses and purposes herein set forth in accordance with their terms, have been done and
taken, and the creation, execution and delivery of this First Supplement and the creation,
execution and issuance of the Series 2006A Bonds, subject to the terms hereof, have in all
respects been duly authorized;
NOW THEREFORE, THIS FIRST SUPPLEMENT TO INDENTURE
WITNESSETH, that in order to secure the payment of the principal of, and the interest and
premium, if any, on, all Bonds at any time issued and outstanding under the Indenture, according
to their tenor, and to secure the performance and observance of all the covenants and conditions
therein and herein set forth, and to declare the terms and conditions upon and subject to which
the Bonds are to be issued and received, and in consideration of the premises and of the mutual
covenants herein contained and of the purchase and acceptance of the Bonds by the owners
thereof, and for other valuable considerations, the receipt whereof is hereby acknowledged, the
Commission does hereby covenant and agree with the Trustee, for the benefit of the respective
holders from time to time of the Bonds, as follows:
ARTICLE XII
SERIES 2006A BONDS; AMENDMENTS; MISCELLANEOUS
SECTION 12.01 Authorization and Terms of Series 2006A Bonds. A Series of
Bonds to be issued under the Indenture is hereby created and such Series of Bonds are designated
as the "Rosemead Community Development Commission, Redevelopment Project Area No. 1,
Tax Allocation Bonds, Series 2006A" (herein called the "Series 2006A Bonds"). The aggregate
principal amount of Series 2006A Bonds which may be issued and outstanding under this
Indenture shall not exceed $14,005,000. The Series 2006A Bonds shall be dated the Dated Date,
shall bear interest, at the rates per annum (payable on April 1 and October 1 in each year,
commencing October 1, 2006), and shall mature and become payable on October 1 in each of the
years as to principal in the amounts set forth below:
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Maturity Date
Principal
Interest
(October 1)
Amount
Rate
2006
$ 780,000
4.000%
2007
810,000
4.000
2008
845,000
- 3.250
2009
870,000
3.250
2010
900,000
3.375
2011
930,000
3.500
2012
965,000
3.500
2013
1,000,000
4.000
2014
1,035,000
5.000
2015
1,090,000
5.000
2016
1,145,000
5.000
2017
1,200,000
4.000
2018
1;250,000
4.250
2019
280,000
4.000
2020
290,000
4.125
2021
300,000
4.125
2022
315,000
4.125
Interest on the Series 2006A Bonds shall be computed on the basis of a 360-day
year of twelve 30-day months. The Series 2006A Bonds shall be issued as fully registered bonds
in Authorized Denomination. The Series 2006A Bonds shall be numbered as determined by the
Trustee. The Series 2006A Bonds shall bear interest from the Interest Payment Date next
preceding the date of registration thereof, unless such date of registration is during the period
from the 16th day of the month next preceding an Interest Payment Date to and including such
Interest Payment Date, in which event they shall bear interest from such Interest Payment Date,
or unless such date of registration is on or before September 15, 2006, in which event they shall
bear interest from their Dated Date; provided, however, that if, at the time of registration of any
Series 2006A Bond, interest is then in default on the Outstanding Series 2006A Bonds, such
Series 2006A Bond shall bear interest from the Interest Payment Date to which interest
previously has been paid or made available for payment on the Outstanding Series 2006A Bonds.
Payment of interest on the Series 2006A Bonds due on or before the maturity or prior redemption
of such Series 2006A Bonds shall be made to the person whose name appears on the bond
registration books of the Trustee as the registered owner thereof, as of the close of business on
the 15th day of the month next preceding the Interest Payment Date, such interest to be paid by
check mailed on the Interest Payment Date by first class mail to such registered owner at his
address as it appears on such books or, upon written request received prior to the 15th day of the
month preceding an Interest Payment Date of an Owner of at least $1,000,000 in aggregate
principal amount of Series 2006A Bonds, by wire transfer in immediately available funds to an
account within the continental United States designated by such Owner. Principal and
redemption premiums, if any, on the Series 2006A Bonds shall be payable upon the surrender
thereof at maturity or the earlier redemption thereof at the principal corporate trust office of the
Trustee and shall be paid in lawful money of the United States of America.
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The Commission may at any time execute and deliver the Series 2006A Bonds
authorized to be issued hereunder and upon the Written Request of the Commission, the Trustee
shall authenticate and deliver the Series 2006A Bonds.
SECTION 12.02 Form of Series 2006A Bonds. The Series 2006A Bonds, the
Trustee's certificate of authentication, and the form of assignment to appear thereon shall be in
substantially the forms, respectively, attached hereto as Appendix A with necessary or
appropriate variations, omissions and insertions as permitted or required by the Indenture.
SECTION 12.03 Terms of Redemption of Series 2006A Bonds.
(a) Optional Redemption.
Series 2006A Bonds due on or before October 1, 2016 shall not be subject to
redemption before their respective stated maturities. Series 2006A Bonds maturing on or after
October 1, 2017 shall be subject to redemption, as a whole or in part, as designated by the
Commission, or, absent such designation, pro rata among maturities, and by lot within any one
maturity if less than all of the Series 2006A Bonds of such maturity are to be redeemed, prior to
their respective maturity dates, at the option of the Commission, on any date on or after October
1, 2016, from funds derived by the Commission from any source, at the redemption price of the
principal amount of Series 2006A Bonds called for redemption, together with interest accrued
thereon to the date fixed for redemption.
(b) Sinking Account Redemption.
SECTION 12.04 Application of Proceeds of Series 2006A Bonds. Upon receipt
of payment for the Series 2006A Bonds, the Trustee shall set aside and deposit the proceeds
received from such sale and delivery in the following respective funds and accounts:
(i) The Trustee shall deposit in the Series 2006A Expense Account in
the Expense Fund an amount equal to $218,550.00 to pay costs incurred in connection
with the issuance of the Series 2006A Bonds.
(ii) The Trustee shall transfer $5,454,094.94 of the proceeds of the
Series 2006A Bonds to the Commission for deposit into the Redevelopment Fund.
(iii) The Trustee shall deposit the amount of $8,317,412.37 in the
refunding escrow established under the Escrow Agreement.
In addition, simultaneously with the receipt of payment for the Series 2006A
Bonds, the Trustee shall release $998,561.87 on deposit in the Reserve Account and $253,053.75
on deposit in the Debt Service Fund under the Original Indenture and transfer the aggregate
$1,251,615.62 to the refunding escrow established under the Escrow Agreement.
For record-keeping purposes, the Trustee may establish such additional accounts
as may be necessary to reflect such transfer of proceeds.
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In order to verify. the use of and the remaining available amount of the Series
2006A Bond proceeds, the Commission shall create such accounts and otherwise take such steps
as may be required to be able to separately account for the proceeds of the Series 2006A Bonds.
SECTION 12.05 Series 2006A Sinking Account. On or before five (5) days
preceding each Sinking Account Payment Date for the Series 2006A Bonds, the Trustee shall set
aside from the Debt Service Fund and deposit in the Sinking Account an amount of money equal
to the amount required to redeem Series 2006A Bonds on the next succeeding October 1,
pursuant to Section 12.03(b) hereof. All such moneys in the Term Bond Sinking Account shall
be used by the Trustee to redeem the Series 2006A Bonds in accordance with Section 12.03(b)
hereof.
SECTION 12.06 Amendments to Indenture.
(a) The following defined terms are added to Section 1.01 hereof:
Ambac Assurance The term "Ambac Assurance" means Ambac Assurance
Corporation, a Wisconsin-domiciled stock insurance company.
Bond Insurer The term "Bond Insurer" means with respect to Series 2006A Bonds,
Ambac Assurance.
Commission The term "Commission" means the Rosemead Community Development
Commission, formerly known as the Rosemead Redevelopment Agency, a pubic body,
corporate and politic, duly organized and existing under and pursuant to the Law.
References to the Agency in the Original Indenture shall mean the Commission.
Commission Indebtedness
The term "Commission Indebtedness" means any obligation the payment of which is to
be made in whole or in part (but if in part, only to the extent of that part) out of taxes
allocated to the Commission pursuant to Section 33670 of the Law. For purposes of
determining compliance with the covenant contained in Section 4.03 hereof the following
assumptions shall apply:
(i) the principal and interest remaining to be paid on Commission
Indebtedness shall include only such amounts as are scheduled to be paid by the
Commission pursuant to the terms of the loan or other form of agreement under which
such Commission Indebtedness was incurred. Commission Indebtedness without a stated
maturity shall be deemed to mature on the final maturity date of the Bonds.
(ii) Amounts scheduled to be paid by the Commission shall include regularly
scheduled principal and interest payments, including, amounts payable pursuant to any
mandatory redemption provision.
(iii) Commission Indebtedness bearing interest at a variable rate of interest
shall be deemed to accrue interest at the lesser of the maximum rate specified or 12% per
annum.
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Dated Date The term "Dated Date" means with respect to Series 2006A Bonds the
date of initial issuance and delivery thereof.
Escrow Agreement The term "Escrow Agreement" means the Escrow Agreement,
dated as of March 1, 2006 Between the Commission and U.S. Bank National Association,
as escrow agent thereunder.
Financial Guaranty Insurance Policy The term "Financial Guaranty Insurance Policy"
means the financial guaranty insurance policy issued by Ambac Assurance insuring the
payment when due of the principal of and interest on the Obligations as provided therein.
Series 2006A Bonds The term "Series 2006A Bonds" means the Rosemead Community
Development Commission Redevelopment Project Area No. 1 Tax Allocation Bonds,
Series 2006A.
Surety Bond The term "Surety Bond" means the surety bond issued by Ambac
Assurance guaranteeing certain payments into the Reserve Account with respect to the
Bonds as provided therein and subject to the limitations set forth therein.
(b) The following definitions are amended in the following manner:
The definition of Bonds contained in Section 1.01 of the Indenture is amended to
read as follows:
The term "Bonds" means the Series 1993 Bonds, Series 2006A Bonds and all
Additional Bonds.
The definition of Bond Insurance Policy contained in Section 1.01 of the
Indenture is amended to read as follows:
The term "Bond Insurance Policy" means, the municipal bond insurance policy, if
any, issued by the applicable Bond Insurer and guaranteeing, in whole or in part, the
payment of principal of and interest on a Series of Bonds, and means with respect to the
Series 2006A Bonds, the Financial Guaranty Insurance Policy.
The definition of Authorized Investments contained in Section 1.01 of the
Indenture is amended to revise subparagraphs F, J and K to read as follows:
F. Certificates of deposit, savings accounts, deposit accounts or money
market deposits, with a maximum term of one year, issued by any United States bank or
trust company whose long-term obligations are rated "A+" or better by S&P or "A-1" or
better by Moody's and whose short-term. obligations are rated "Al" or better by S&P or
"P-1" or better by Moody's.
J. Federal funds or banks acceptances with a maximum term of one year of
any bank which has an unsecured, uninsured and unguaranteed obligation rating of
"Prime - 1" and "A3" or better by Moody's and "A1" and "A" or better by S&P.
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K. Repurchase agreements, acceptable to the Bond Insurer, providing for the
transfer of securities from a dealer bank or securities firm (seller/borrower) to the Trustee
(buyer/lender), and the transfer of cash from the Trustee to the dealer bank or securities
firm with an agreement that the dealer bank or securities firm will repay the cash plus a
yield to the Trustee in exchange for the securities at a specified date.
The definition of Pledged Tax Revenues contained in Section 1.01 of the
Indenture is amended to read as follows:
The term "Pledged Tax Revenues" means, for each Fiscal Year, the taxes
(including, except to the extent limited by law, all payments, reimbursements and
subventions, if any, specifically attributable to ad valorem taxes lost by reason of tax
exemptions and tax rate limitations) eligible for allocation to the Commission pursuant to
the Law in connection with the Project Area, excluding (a) amounts, if any, required to be
deposited by the Commission in the Housing Fund and used for certain housing purposes,
provided, however, that such amounts shall not be excluded if and to the extent that the
Commission makes such amounts available as Pledged Tax Revenues, (b) amounts, if
any, payable pursuant to the County Agreement, but only to the extent such amounts are
not subordinated to the payment of debt service on the Bonds, (c) amounts, if any,
payable pursuant to Section 33607.5 of the Law, but only to the extent such amounts are
not subordinated to the payment of debt service on the Bonds and (d) amount, if any,
received by the Commission pursuant to Section 16111 of the Government Code, as
provided in the Redevelopment Plan.
(c) Section 4.03 of the Indenture is amended to read as follows:
The Commission covenants with the Owners of all of the Bonds at any time
Outstanding that it will not enter into any Commission Indebtedness or make any
expenditure payable from taxes allocated to the Commission under the Law the payments
of which, together with payments theretofore made or to be made with respect to other
Commission Indebtedness (including, but not limited to the Bonds) previously entered
into by the Commission, would exceed the then effective limit on the amount of taxes
which can be allocated to the Commission pursuant to the Law and the Redevelopment
Plan.
In furtherance of the covenant set forth in this Section 4.03, the Commission will
cause to be prepared and filed with the Trustee annually, within 180 days after the close
of each Fiscal Year, so long as any of the Bonds are Outstanding, complete audited
financial statements with respect to such Fiscal Year showing the Gross Tax Increment
(defined herein as, all monies allocated to the Commission pursuant to Section 33670 of
the Law and the Redevelopment Plan, including amounts required to be deposited into
the Low and Moderate Income Housing Fund, payments due under any tax sharing
agreements (unless excluded from the Tax Increment Limitation, herein defined) and
payments received as subventions or payments in lieu of taxes) as of the end of such
Fiscal Year. Based upon such audited financial statements, the Commission will prepare
or cause to be prepared and filed with the Trustee and the Bond Insurer a pro forma
statement demonstrating the future availability of sufficient tax increment revenues
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(within the existing limitation on the amount of Gross Tax Increment allocable and
payable to the Commission under the Redevelopment Plan (the "Tax Increment
Limitation")) to pay when due (i) Commission Indebtedness, (ii) the amount payable in
the then current Fiscal Year included within the Tax Increment Limitation which are
required by Section 33334.2 of the Redevelopment Law to be deposited in the
Commission's Low and Moderate Income Housing Fund (the "Set-Aside Requirement"),
and (iii) all amounts included within the Tax Increment Limitation which are payable
pursuant to the pass-through agreements until the final maturity of the Bonds (the "Pass-
Through Payments"). The audited financial statements and the pro forma statement shall
be accompanied by a written certificate of the Commission stating that the Commission is
in compliance with its obligations hereunder. The Trustee shall not be responsible for the
review of such financial statements.
The pro forma statement shall be prepared on or before March 1 of each year or as
soon thereafter as practicable, commencing March 1, 2007, and shall set forth:
(1) The difference between the Tax Increment Limitation less the total amount
of Gross Tax Increment theretofore allocated to the Commission (the
"Remaining Limitation Amount"); and
(2) The principal and interest remaining to be paid on Commission
Indebtedness, plus the Set-Aside Requirement and the Pass-Through
Payments (collectively, the "Total Debt Service").
To the extent the Remaining Limitation Amount is less than 105% of the Total
Debt Service, the pro forma statement shall set forth the principal amount of the Bonds
(to the nearest integral multiple of $5,000) that must be retired in order for the Remaining
Limitation Amount to be at least equal to 105% of the Total Debt Service (the
"Prepayment Amount"). At the time the Remaining Limitation Amount is determined to
be less than 105% of the Total Debt Service, the Commission shall notify the Trustee of
the Prepayment Amount and transfer such Prepayment Amount to the Trustee for deposit
in the Debt Service Fund. Such monies shall be used to redeem, prepay or defease the
Bonds. Notwithstanding the above, if prior to any such redemption, prepayment or
defeasance, a subsequent annual pro forma statement indicates that future Gross Tax
Increment will be 105% or more of the Total Debt Service in each year such debt service
is payable, the Commission may authorize the Trustee to transfer such Pledged Tax
Revenues from the Debt Service Fund to the Special Fund.
(d) Section 5.08 of the Indenture is amended to add the following as an additional and
fourth paragraph as follows:
The Commission acknowledges that notwithstanding regulations of the
Comptroller of the Currency or other applicable regulatory authority having jurisdiction
over the Trustee granting the Commission the right to receive brokerage confirmations of
security transactions as they occur, the City agrees that the Trustee shall not send such
confirmations to the Commission to the extent permitted by law. The Trustee shall
furnish the Commission periodic cash transaction statements which include detail for all
investment transactions made by the Trustee hereunder.
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(e) Section 10.01 of -the Indenture is amended to correct the reference therein to
Section 2.04(d)(3) and to substitute Section 2.04(c)(3) in place thereof.
(f) Section 11.15 of the Indenture is amended to update and correct the following
notice address as follows:
If to the Trustee: U.S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Rosemead Development Commission
ARTICLE XIII
ADDITIONAL PROVISIONS RELATING TO BOND INSURER AND SURETY BOND
SECTION 13.01 Additional Notice Requirements. The following notices shall be
given to Ambac Assurance as Bond Insurer for the Series 2006A Bonds:
Notices to be sent to the attention of the SURVEILLANCE DEPARTMENT:
(a) While the Financial Guaranty Insurance Policy is in effect, the
Commission or the Trustee, as appropriate, shall furnish to Ambac Assurance, upon request, the
following:
(i) a copy of any financial statement, audit and/or annual report of the
Commission; and
(ii) such additional information it may reasonably request.
Upon request, such information shall be delivered at the Commission's expense to the attention
of the Surveillance Department, unless otherwise indicated.
(b) a copy of any notice to be given to the registered owners of the Bonds,
including, without limitation, notice of any redemption of or defeasance of Bonds, and any
certificate rendered pursuant to this Indenture relating to the security for the Bonds.
(c) To the extent that the Obligor has entered into a continuing disclosure
agreement with respect to the Bonds, Ambac Assurance shall be included as party to be notified.
Notices to be sent to the attention of the GENERAL COUNSEL OFFICE:
(d) The Trustee or Commission, as appropriate, shall notify Ambac Assurance
of any failure of the Commission to provide relevant notices, certificates, etc.
(e) Notwithstanding any other provision of this Indenture, the Trustee or
Commission, as appropriate, shall immediately notify Ambac Assurance if at any time there are
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insufficient moneys to make any payments of principal and/or interest as required and
immediately upon the occurrence of any event of default hereunder.
SECTION 13.02 Additional Information to be Provided Ambac Assurance. The
Commission will permit Ambac Assurance to discuss the affairs, finances and accounts of the
Commission or any information Ambac Assurance may reasonably request regarding the
security for the Bonds with appropriate officers of the Commission. The Trustee or Commission,
as appropriate, will permit Ambac Assurance to have access to and to make copies of all books
and records relating to the Bonds at any reasonable time. Ambac Assurance shall have the right
to direct an accounting at the Commission's expense, and the Commission's failure to comply
with such direction within thirty (30) days after receipt of written notice of the direction from
Ambac Assurance shall be deemed a default hereunder; provided, however, that if compliance
cannot occur within such period, then such period will be extended so long as compliance is
begun within such period and diligently pursued, but only if such extension would not materially
adversely affect the interests of any registered owner of the Bonds.
SECTION 13.03 No Defeasance if Series 2006A Bonds Paid By Bond Insurer.
Notwithstanding anything in Article X to the contrary, in the event that the principal and/or
interest due on the Series 2006A Bonds shall be paid by the Bond Insurer pursuant to the
Financial Guaranty Insurance Policy, the Series 2006A Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be considered paid by the Commission,
and the assignment and pledge created by this Indenture and all covenants, agreements and other
obligations of the Commission to the registered owners shall continue to exist and shall run to
the benefit of Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such
registered owners, in each case to the extent of such payment.
. SECTION 13.04 Payment Procedure Pursuant to the Financial Guaranty
insurance Policy. As long as the Financial Guaranty Insurance Policy shall be in full force and
effect, the Commission, the Trustee agrees to comply with the following provisions:
(a) At least one (1) business day prior to all Interest Payment Dates the
Trustee will determine whether there will be sufficient funds in the Funds and Accounts to pay
the principal of or interest on the Bonds on such Interest Payment Date. If the Trustee determines
that there will be insufficient funds in such Funds or Accounts, the Trustee shall so notify Ambac
Assurance. Such notice shall specify the amount of the anticipated deficiency, the Bonds to
which such deficiency is applicable and whether such Bonds will be deficient as to principal or
interest, or both. If the Trustee has not so notified Ambac Assurance at least one (1) business day
prior to an Interest Payment Date, Ambac Assurance will make payments of principal or interest
due on the Series 2006A Bonds on or before the first (Ist) business day next following the date
on which Ambac Assurance shall have received notice of nonpayment from the Trustee.
(b) the Trustee shall, after giving notice to Ambac Assurance as provided in
(a) above, make available to Ambac Assurance and, at Ambac Assurance's direction, to The-
Bank of New York, in New York, New York, as insurance trustee for Ambac Assurance or any
successor insurance trustee (the "Insurance Trustee"), the registration books of the Commission
maintained by the Trustee and all records relating to the Funds and Accounts maintained under
this Indenture.
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(c) the Trustee shall provide Ambac Assurance and the Insurance Trustee
with a list of registered owners of Series 2006A Bonds entitled to receive principal or interest
payments from Ambac Assurance under the terms of the Financial Guaranty Insurance Policy,
and shall make arrangements with the Insurance Trustee (i) to mail checks or drafts to the
registered owners of Series 2006A Bonds entitled to receive full or partial interest payments
from Ambac Assurance and (ii) to pay principal upon Series 2006A Bonds surrendered to the
Insurance Trustee by the registered owners of Series 2006A Bonds entitled to receive full or
partial principal payments from Ambac Assurance.
(d) the Trustee shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify registered owners of Series 2006A Bonds entitled to receive the
payment of principal or interest thereon. from Ambac Assurance (i) as to the fact of such
entitlement, (ii) that Ambac Assurance will remit to them all or a part of the interest payments
next coming due upon proof of Holder entitlement to interest payments and delivery to the
Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of
the registered owner's right to payment, (iii) that should they be entitled to receive full payment
of principal from Ambac Assurance, they must surrender their Series 2006A Bonds (along with
an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit
ownership of such Series 2006A Bonds to be registered in the name of Ambac Assurance) for
payment to the Insurance Trustee, and not the Trustee and (iv) that should they be entitled to
receive partial payment of principal from Ambac Assurance, they must surrender their Series
2006A Bonds for payment thereon first to the Trustee who shall note on such Series 2006A
Bonds the portion of the principal paid by the Trustee and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee,
which will then pay the unpaid portion of principal.
(e) in the event that the Trustee has notice that any payment of principal of or
interest on an Series 2006A Bond which has become Due for Payment and which is made to a
Holder by or on behalf of the Commission has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code
by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having
competent jurisdiction, the Trustee shall, at the time Ambac Assurance is notified pursuant to (a)
above, notify all registered owners that in the event that any registered owner's payment is so
recovered, such registered owner will be entitled to payment from Ambac Assurance to the
extent of such recovery if sufficient funds are not otherwise available, and the Trustee shall
furnish to Ambac Assurance its records evidencing the payments of principal of and interest on
the Series 2006A Bonds which have been made by the Trustee and subsequently recovered from
registered owners and the dates on which such payments were made.
(f) in addition to those rights granted Ambac Assurance under this Indenture,
Ambac Assurance shall, to the extent it makes payment of principal of or interest on Series
2006A Bonds, become subrogated to the rights of the recipients of such payments in accordance
with the terms of the Financial Guaranty Insurance Policy, and to evidence such subrogation (i)
in the case of subrogation as to claims for past due interest, the Trustee shall note Ambac
Assurance's rights as subrogee on the registration books of the Commission maintained by the
Trustee upon receipt from Ambac Assurance of proof of the payment of interest thereon to the
registered owners of the Series 2006A Bonds, and (ii) in the case of subrogation as to claims for
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-11-
past due principal, the Trustee. shall note Ambac Assurance's rights as subrogee on the
registration books of the Commission maintained by the Trustee upon surrender of the Series
2006A Bonds by the registered owners thereof together with proof of the payment of principal
thereof.
SECTION 13.05 Payment Procedure Pursuant to the Surety Bond. As long as the
Surety Bond shall be in full force and effect, the Commission and the Trustee, as appropriate,
agree to comply with the following provisions:
(a) In the event and to the extent that moneys on deposit in the Interest
Account and the Principal Account or the Sinking Account, plus all amounts on
deposit in and credited to the Reserve Account in excess of the amount of the
Surety Bond, are insufficient to pay the amount of principal and interest coming
due, then upon the later of (i) one (1) day after receipt by the General Counsel of
Ambac Assurance of a demand for payment in the form attached to the Surety
Bond as Attachment 1 (the "Demand for Payment"), duly executed by the Trustee
certifying that payment due under the Indenture has not been made to the Trustee;
or (ii) the payment date of the Bonds as specified in the Demand for Payment
presented by the Trustee to the General Counsel of Ambac Assurance, Ambac
Assurance will make a deposit of funds in an account with the Trustee or its
successor, in Los Angeles, California, sufficient for the payment to the Trustee, of
amounts which are then due to the Trustee under the Indenture (as specified in the
Demand for Payment) up to but not in excess of the Surety Bond Coverage, as
defined in the Surety Bond; provided, however, that in the event that the amount
on deposit in, or credited to, the Reserve Account, in addition to the amount
available under the Surety Bond, includes amounts available under a letter of
credit, insurance policy, Surety Bond or other such funding instrument (the
"Additional Funding Instrument"), draws on the Surety Bond and the Additional
Funding Instrument shall be made on a pro rata basis to fund the insufficiency.
(b) the Trustee shall, after submitting to Ambac Assurance the Demand for
Payment as provided in (a) above, make available to Ambac Assurance all records
relating to the Funds and Accounts maintained under this Indenture.
(c) the Trustee shall, upon receipt of moneys received from the draw on the
Surety Bond, as specified in the Demand for Payment, credit the Reserve Account
to the extent of moneys received pursuant to such Demand.
(d) the Reserve Account shall be replenished in the following priority: (i)
principal and interest on the Surety Bond and on any Additional Funding
Instrument shall be paid from first available Pledged Tax Revenues on a pro rata
basis; (ii) after all such amounts are paid in full, amounts necessary to fund the
Reserve Account to the required level, after taking into account the amounts
available under the Surety Bond and any Additional Funding Instrument shall be
deposited from next available Pledged Tax Revenues.
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SECTION 13.06 Third Party Beneficiary. To the extent that this Indenture
confers upon or gives or grants to the Bond Insurer any right, remedy or claim under or by
reason of this Indenture, the bond Insurer is hereby explicitly recognized as being a third-party
beneficiary hereunder and may enforce any such right, remedy or claim conferred, given or
granted hereunder.
ARTICLE MV
MISCELLANEOUS
SECTION 14.01 Continuing Disclosure. The Commission hereby covenants and
agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure
Agreement executed by the Commission in connection with the issuance of the Series 2006A
Bonds (the "Continuing Disclosure Agreement"). Notwithstanding any other provision of this
Indenture, failure of the Commission to comply with the Continuing Disclosure Agreement shall
not be considered an Event of Default hereunder; provided, however, that the Trustee at the
written direction of any underwriter or the Owners of at least 25% aggregate principal amount of
Series 2006A Bonds, shall (but only to the extent funds in an amount satisfactory to the Trustee
have been provided to it or it has been otherwise indemnified to its satisfaction from any cost,
liability, expense or additional charges and fees of the Trustee whatsoever, including, without
limitation, fees and expenses of its attorneys), or any Owner or beneficial owner of the Series
2006A Bonds may, take such actions as may be necessary and appropriate to compel
performance, including seeking mandate or specific performance by court order.
SECTION 14.02 Terms of Series 2006A Bonds Subject to the Indenture. Except
as in this First Supplement expressly provided, every term and condition contained in the
Indenture shall apply to this First Supplement and to the Series 2006A Bonds with the same
force and effect as if the same were herein set forth at length, with such omissions, variations and
modifications thereof as may be appropriate to make the same conform to this First Supplement.
This First Supplement and all of the terms and provisions herein contained shall
form part of the Indenture as fully and with the same effect as if all such terms and provisions
had been set forth in the Indenture. The Indenture is hereby ratified and confirmed and shall
continue in full force and effect in accordance with the terms and provisions thereof, as
heretofore amended and supplemented, and as amended and supplemented hereby.
SECTION 14.03 Due Authorization. The Commission has reviewed all
proceedings heretofore taken relative to the authorization of the Series 2006A Bonds and has
found, as a result of such review, and does hereby find and determine, that the Commission has
duly and regularly complied with all applicable provisions of law and is duly authorized by law
to issue the Series 2006A Bonds in the manner and upon the terms in the Indenture and this First
Supplement provided and that all acts, conditions and things required by law to exist, happen and
be performed precedent to and in connection with the issuance of the Series 2006A Bonds exist,
have happened and have been performed in regular and due time, form and manner as required
by law, and the Commission is now duly empowered to issue the Series 2006A Bonds.
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SECTION 14.04 Execution in Several Counterparts. This Indenture may be
executed in any number of counterparts and each of such counterparts shall for all purposes be
deemed to be an original; and all such counterparts, or as many of them as the Commission and
the Trustee shall preserve undestroyed, shall together constitute but one and the same instrument.
SECTION 14.05 Governing Law. This First Supplement shall be governed and
construed in accordance with the laws of the State of California.
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IN WITNESS WHEREOF, the ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION has caused this First Supplement to be signed in its name by its Authorized
Officer, and U.S. Bank NationaL.Association, in token of its acceptance of the trusts created
hereunder, has caused this First Supplement to be signed in its corporate name by its officer
thereunto duly authorized, all as of the date and year first above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
By
Authoriz Officer
Attest:
Cow Tw
Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By
Authorized Officer
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IN WITNESS WHEREOF, the ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION has caused this First Supplement to be signed in its name by its Authorized
Officer, and U.S. Bank National Association, in token of its acceptance of the trusts created
hereunder, has caused this First Supplement to be signed in its corporate name by its officer
thereunto duly authorized, all as of the date and year first above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
By
Authorized Officer
Attest:
Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By so z,. try
Authorized Officer
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APPENDIX A
[Form of Series 2006A Bond]
No. A-1 $
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO. 1
TAX ALLOCATION BOND, SERIES 2006A
RATE OF
INTEREST: MATURITY DATE: DATED DATE: CUSIP:
% October 1, March 2006
Registered Owner: CEDE & Co.
Principal Amount: DOLLARS
THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a public
body, corporate and politic, duly organized and existing under and pursuant to the laws of the
State of California (the "Commission"), for value received hereby promises to pay to the
registered owner specified above, or registered assigns,, on the Maturity Date specified above the
Principal Amount specified above, together with interest thereon from the interest payment date
next preceding the date of registration on this Bond (unless this Bond is registered during the
period from the 16th day of the month next preceding an interest payment date to and including
such interest payment date, in which event it shall bear interest from such interest payment date,
or unless this Bond is registered on or before September 15, 2006 in which event it shall bear
interest from its Dated Date) until the principal hereof shall have been paid, at the Rate of
Interest specified above, payable on October 1, 2006 and semiannually thereafter on April 1 and
October 1 in each year. Both the interest hereon and principal hereof are payable in lawful
money of the United States of America. The principal (or redemption price) hereof is payable
upon surrender hereof at maturity or the earlier redemption hereof at the principal corporate trust
office of U.S. Bank National Association, as Trustee, in St. Paul, Minnesota. Interest hereon is
payable by check or draft mailed on the interest payment date by first class mail to the person in
whose name this Bond is registered at the close of business on the 15th day of the month next
preceding the applicable interest payment date at such person's address as it appears on the
registration books of the Trustee, or upon written request received prior to the 15th day of the
month preceding an interest payment date of an owner of at least $1,000,000 in aggregate
principal amount of Bonds, by wire transfer in immediately available funds to an account
designated by such owner within the continental United States.
This Bond is one of a duly authorized issue of Rosemead Community
Development Commission, Redevelopment Project Area No. 1, Tax Allocation Bonds,
Series 2006A (the "Bonds"), limited in aggregate principal amount to $14,005,000, all of like
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tenor and date (except for such, variations, if any, as may be required to designate varying
numbers, maturities, interest rates or redemption provisions), all issued under the provisions of
the Community Redevelopment Law of the State of California, as supplemented and amended
(the "Law"), and pursuant to the provisions of an Indenture, dated as of October 1, 1993, as
supplemented and amended by a First Supplement to Indenture, dated as of March 1, 2006,
between the Commission and the Trustee (collectively, the "Indenture"). All Bonds are equally
and ratably secured in accordance with the terms and conditions of the Indenture, and reference
is hereby made to the Indenture, to any indentures supplemental thereto and to the Law for a
description of the terms on which the Bonds are issued, for the provisions with regard to the
nature and extent of the security provided for the Bonds and of the nature, extent and manner of
enforcement of such security, and for a statement of the rights of the registered owners of the
Bonds; and all the terms of the Indenture and the Law are hereby incorporated herein and
constitute a contract between the Commission and the registered owner from time to time of this
Bond, and to all the provisions thereof the registered owner of this Bond, by his acceptance
hereof, consents and agrees. Each registered owner hereof shall have recourse to all the
provisions of the Law and the Indenture and shall be bound by all the terms and conditions
thereof.
The Bonds are issued to provide funds to aid in the financing and refinancing of
the Redevelopment Project Area No. 1 Area of the Commission, a duly adopted redevelopment
project in the city of Rosemead, California, as more particularly described in the Indenture. The
Bonds are special obligations of the Commission and are payable, as to interest thereon, principal
thereof and any premiums upon the redemption thereof, exclusively from the Pledged Tax
Revenues (as that term is defined in the Indenture and herein called the "Pledged Tax
Revenues"), and the Commission is not obligated to pay them except from the Pledged Tax
Revenues. The Bonds are equally secured by a pledge of, and charge and lien upon, the Pledged
Tax Revenues, and the Pledged Tax Revenues constitute a trust fund for the security and
payment of the interest on and principal of and redemption premiums, if any, on the Bonds.
Additional tax allocation bonds payable from the Pledged Tax Revenues may be issued which
will rank equally as to security with the Bonds, but only subject to terms and conditions set forth
in the Indenture.
The Commission hereby covenants and warrants that, for the payment of the
interest on and principal of and redemption premium, if any, on this Bond and all other Bonds
issued under the Indenture when due, there has been created and will be maintained by the
Trustee a special fund into which all Pledged Tax Revenues shall be deposited, and as an
irrevocable charge the Commission has allocated the Pledged Tax Revenues solely to the
payment of the interest on and principal of and redemption premiums, if any, on the Bonds, and
the Commission will pay promptly when due the interest on and principal of and redemption
premium, if any, on this Bond and all other Bonds of this issue and all additional tax allocation
bonds authorized by the_ Indenture out of said special fund, all in accordance with the terms and
provisions set forth in the Indenture.
The Bonds are subject to optional and mandatory sinking fund redemption has
provided in the Indenture.
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As provided in the Indenture, notice of redemption of this Bond shall be mailed
not less than thirty (30) days nor more than sixty (60) days before the redemption date to the
registered owner hereof, but failure to receive such notice shall not affect the sufficiency of such
proceedings for redemption. If notice of redemption has been duly given as aforesaid and money
for payment of the above-described redemption price is held by the Trustee, then such Bonds
shall, on the redemption date designated in such notice, become due and payable at the above-
described redemption price; and from and after the date so designated interest on the Bonds so
called for redemption shall cease to accrue and registered owners of such Bonds shall have no
rights in respect thereof except to receive payment of such redemption price thereof.
If an event of default, as defined in the Indenture, shall occur, the principal of all
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 twenty-
five per cent (25%) 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 or any integral multiple of $5,000 (not exceeding the principal amount
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.
This Bond is transferable, as provided in the Indenture, only upon a register to be
kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof
in person, or by his duly authorized attorney, upon surrender of this Bond together with a written
instrument of transfer satisfactory to 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, shall be issued to the transferee in exchange therefor as provided in
the Indenture, and upon payment of the charges therein prescribed. The Commission and the
Trustee may deem and treat the person in whose name this Bond is registered as the absolute
owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and
principal hereof and redemption premium, if any, hereon and for all other purposes.
The rights and obligations of the Commission 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.
This Bond is not a debt of the City of Rosemead, the State of California or any of
its political subdivisions, and neither said City, and State nor any of its political subdivisions is
liable hereon, nor in any event shall this Bond or any interest hereon or any redemption premium
hereon be payable out of any funds or properties other than those of the Commission. The Bonds
do not constitute an indebtedness within the meaning of any constitutional or statutory debt
limitation or restriction, and neither the members of the Commission nor any persons executing
the Bonds shall be personally liable on the Bonds by reason of their issuance.
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This Bond shall not be entitled to any benefits under the Indenture or become
valid or obligatory for any purpose until the certificate of authentication and registration hereon
endorsed shall have been signed by the Trustee.
It is hereby certified that all of the acts, conditions and things required to exist, to
have happened or to have been performed precedent to and in the issuance of this Bond do exist,
have happened and have been performed in due time, form and manner as required by law and
that the amount of this Bond, together with all other indebtedness of the Commission, does not
exceed any limit prescribed by the Constitution or laws of the State of California, and is not in
excess of the amount of Bonds permitted to be issued under the Indenture.
IN WITNESS WHEREOF, the Rosemead Community Development Commission
has caused this Bond to be executed in its name and on its behalf by its Chairperson and attested
by its Secretary, and has caused this Bond to be dated as of the date above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
Attest:
Secretary
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By
A-4
Chairperson
This is one of the,Bonds described in the within- mentioned Indenture which has
been authenticated and registered on , 2006.
U.S. BANK NATIONAL ASSOCIATION, as
Trustee
By
Authorized Signatory
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BOND INSURANCE
Financial Guaranty Insurance Policy No. 25000BE (the "Policy") with respect to
payments due for principal of and interest on this Bond has been issued by Ambac Assurance
Corporation ("Ambac Assurance"). The Policy has been delivered to The Bank of New York,
New York, New York, as the Insurance Trustee under said Policy and will be held by such
Insurance Trustee or any successor insurance trustee. The Policy is on file and available for
inspection at the principal office of the Insurance Trustee and a copy thereof may be secured
from Ambac
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For value received the undersigned do(es) hereby sell, assign and transfer unto
(Social Security or other identifying
Number of Assignee ) the within-mentioned registered Bond and do(es)
hereby irrevocably constitute and appoint attorney to
transfer the same on the bond register of the Trustee, with full power of substitution in the
premises.
Dated:
Signature guaranteed:
Notice: Signature(s) must be guaranteed
by an eligible guarantor institution.
Note: The signature(s) to this Assignment must correspond with the name(s) as
written on the face of the within registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
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SECWS1) SUPPLE,\ IE\T TO IN1)EN'I,URE
ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION
TO
U.S. BAND NATIONAL ASSOCIATION
as Trustee
Dated as of December 1, 2006
Relating to
$24,230,000
Redevelopment Project Area No. I
Tax Allocation Refunding Bonds, Series 2006B
SECOND SUPPLEMENT TO INDENTURE
Ihi)1~Al~RF (this "Second Suphlcnlcut )
'11115 SLCONI D SUPPITNIJAl' TO
is dated as of Deccnihcr 1, ,nt)o, hr, and bcf\vccn the 1\'0SFVF_ D CC)~l\1[~AIll~
DLL A_0Py11-\T CONYVISSIC)iv, a huhlic hot-k-, corlxoratc and politic, orL~rlnircd anal cx1stil-11
under, rind hti ~ irtuc of, the ILI tvs Of thc State of- '111101-111,1 (thc "Commission"), and L.S. 13:1IN
\A'l [UV'AIL ASSO(T\T10\, as successor tI-llslcc to Statc Strcct Ba111: '111(1 Trust Conllmll) of
California. N.A., a ilatiotlal banking' association or,anizcd ind c\istinL, imidcr the, la~~ s of- the
L nitcd Statcs and authorized to icccht aril cxccutc trusts of the character herein set out ith a
corporate trust office located in Los Angeles, California, as trustee (the "Trustee"),
WITNF,SSIITH:
WHEREAS, the Commission is a redevelopment agency, a public body, corporate
and politic duly created, established and authorized to transact business and exercise its powers,
all under and pursuant to the Community Redevelopment Law (Part I of Division 24 of the
Health and Safety Code of the State of California and referred to herein as the "Law"), and the
powers of such agency include the power to issue bonds for any of its corporate purposes, and
WHEREAS, a redevelopment plan for a redevelopment project known and
designated as the "Redevelopment Project Area No. 1" has been adopted and approved and all
requirements of law for, and precedent to, the adoption and approval of said plan have been duly
complied with, and
WHEREAS, the plan contemplates that the Commission will issue its bonds to
finance and/or refinance a portion of the cost of such redevelopment, and
WHEREAS, the Commission, has heretofore issued its Redevelopment Project
Area No. 1 Tax Allocation Bonds, Series 1993A (the "Series 1993A Bonds") in the original
principal amount of $34,275,000 for the purpose of financing portions of the Redevelopment
Project Area No. 1, which Series 1993A Bonds were issued pursuant to the terms of an
Indenture, dated as of October 1, 1993 (the "Original Indenture"), between the Trustee and the
Commission, and
WHI REAS, the Commission has lhcrctofore authorized and issued its Rosemead
comnlurri_ty f)c~ c1o}~nlent Commission Re(1cv clol)mc11t Projcct _'o. 1 Tax Allocation Bonds,
Seri<~; ~t1t)1~:1 (the Scrics 21)()O, F3on~ls IlursIlunt to tie (7ri~~ina1 iii&nturc .rnci a ril-A
S1.h;llCnlclIt Ii;(lcI M_'iih~~ I lr~t Suh}~lcmc°nt 1. i~et~~ccn thl2 ComM i~,k)11,111(1 thy' 1311>t 2 lur`
~1C (?'.lllii)~L' ~?t tlli 317111 111 ~':l' ~1Ci1; l~~~l'ti'~Ils tai the III( 11;~lilt II tlic Jc~IJIiIfII~" i~l ;L 11 (Il:lZl"A 'till"
1Cit~i)l ? tall ~~~',~ill:~
1 1 71ili~j gill l? 11 ! Ut1;'_`11; ~:1 t1; >.a~:r. ~1r~1 t~ ~:C~~a ~?1 7i(I 11(III a 1
2 , 2
l,ri11cih,11 '1111t1111lt of` ]ts Rccic~ clol~mcllt Project xl All()e,rti II IZcftln~?ins B~~~,ds.
Soles 2006E (the "Series 2006E Bon> is-) for the purpose of financing and/or rctinancing the
ncoieN clopment project; and .
WHER1=.AS, the Commission has detcrmincd to issue the Scric~ 2006E Bonds
pursuant to the Original Indenture. the Fii-st Sul)I)lenicnt and this Second Supplement. which
C7ri ~ii~al TnLIcilturc. as sui)1~1cmcntc(i by the First Su}?iilcmcnt acid this Secorl Su;~plci~lci t, and
as hercinaitcr supl)lcmLcwcd, is rcfcn-cd, to as the "Indcnturc ; and
\VI II-1tL-AS, the Indenture provides that the Uommission may issue subsequent
Series of AdditioiiA Bonds from Hine to time by a Supplemental Indenture., subject to the
conditions and 1 i initations contained in the La,,,,, and in Sect i or 4.01 of the ITI c i i t ure; and
WHEREAS, the conditions and limitations contained in the Law and in
Section 4.01 of the Indenture have been satisfied or will be satisfied at the time of the issuance of
the Series 2006E Bonds; and
WHEREAS, the Commission has further determined that the amendments and
supplements to the Indenture herein contained are necessary and desirable and can be made
pursuant to Section 8.01 of the Indenture without the consent of any Bondholders; and
WHEREAS, all things necessary to cause the Series 2006E Bonds, when
authenticated by the Trustee and issued as in this Second Supplement and the Original Indenture
and First Supplement provided, to be legal, special obligations of the Commission, enforceable
in accordance with their terms, and to constitute this Second Supplement and the Original
Indenture and the First Supplement a valid agreement for the uses and purposes herein set forth
in accordance with their terns, have been done and taken, and the creation, execution and
delivery of this Second Supplement and the creation, execution and issuance of the Series 2006E
Bonds, subject to the terms hereof, have in all respects been duly authorized;
NOW THEREFORE, THIS SECOND SUPPLEMENT TO INDENTURE
WITNESSETH, that in order to secure the payment of the principal of, and the interest and
premium, if any, on, all Bonds at any time issued and outstanding under the Indenture, according
to their tenor, and to secure the performance and observance of all the covenants and conditions
therein and herein set forth, and to declare the terms and conditions upon and subject to which
the Bonds are to be issued and received, and in consideration of the premises and of the mutual
covcnants herein contained and of the purchase and acceptance of the Bonds by the owners
thereof, Mild for uthci- valuable considerations, the receipt v~ ereof is hereby acknowledged, the
Commission does hcrch~ co%cnam and agree with the Tni,,tcc. for the heneCt of the respective
hnl(lcrs fi-mll time to time (~fthe iIM11(1 _ as 1611o%vs-
~}Z flCl.l: X
l:llll;ti 200611 l ONDI-': ANll`NDNlV'y IS: Nil',,( l,AJ-\M"M 'S
U
~l"_~ l fit) l A':;th~~l /~Iii~~Il ~lilti I~Illl~ 111 .~C1 ~1111(~(j 13(~Illl~ A S.;1-,
t). 1, to c--k
JillLl> I:L, i~~,l lie\l ~illU 1.1 ll;l. Ili \tLilt~ii L. 11\.ll L~l,ci ~a~i~♦ . ~ ai ..iii... ~..i.,
1Jl.
pis the `R~,~em~~~i~i C~cuilmunit~l~e~~el~~pn~ent C~r,nimissic~i~. Rc~ie~~cl~ipmenl Prnjeet .Area V~~,. 1,
1,i~ .Allocatirin IZc1~~in~iinc 13~~n~ls_ ~crics ~iii~t;(3~~ {hcrciu called file '~Scri~s ~'iii~~~f3 13unci>"j. the
2
a ~~rc~_atc principal amount of Scrics -'OU6E3 Bonds ~~hich may be isstocd and oUtstanrling under
this indenture shall not exceed S'4.) The Series '00613 Bonds shall be dated Lhe L7atcd
Date. shall bear interest-, nt the rates her annum {payahlc cn Aliril I and October 1 Hi each year,
commcncin,-, AI)ril 1, 2007), and shall mature iad become pa~ahlc nii Octobcr 1 it) each at. the
c.us as to prHicip if, in the amounts set lOrth hClut~ ;
NI,itt-Pity Date
Principal
Interest
_October 1)
illotiiit
_ RZ Ilc__
2007
,9 ,1 i00
3.2 541 ,
2008
70,000
3.250
2009
75,000
3.500
2010
75,000
3.500
2011
80,000
1500
2012
80,000
3.500
2013
85,000
3.500
2014
85,000
3.500
2015
90,000
3.600
2016
90,000
3.625
2017
95,000
3.750
2018
100,000
3.750
2019
725,000
4.000
2019
400,000
4.500
2020
1,175,000
4.000
2021
1,220,000
4.000
2022
1,270,000
4.125
2023
1,320,000
4.200
2024
1,375,000
4.250
2025
1,430,000
4.250
2033
10,595,000
4.375
2033
3,500,000
5.000
Interest on the Series 2006E Bonds shall be computed on the basis of a 360-day
year of twelve 30-day months. The Series 2006B Bonds shall be issued as fully registered bonds
in Authorized Denomination. The Series 2006E Bonds shall he ntnnbcred as &tcrmined by the
Trtistec. The Series 2000B Bands ,hall bear interest from the Interest 11atvmcnt Date next
l~reccdin~~~ the date r,f rc~~istratii~n tliere~)f; unless such date c,f- re<<istratir~n is dru-in , the I)criml
i'rum tllc !w h t_lav M, t!I III wId I next hr~ccdin i111 fIt ~'rest hcI\ rncilt Date to ~;nd incIt to in~T c,IICh_
111 l'C~t I~~l~':Itlll 1)<:1 1[1 ~~.hl~.'h C\~"lt ',f1C~. sh~111 hi'~?1" ~iltwrCst 'rt~lll 'tiCh lilt+_'1C~t I~~;` lil ?lt IM",
~~r Ull~~;c >t1~11 dale' i~l r~:~ltilCailun I> ~~n ~~l ~~i'I~r~l"C ~l;il"~h . ~1111~_ ,.i~ ~ti Ills h C~CI1l 1h~'~ ihil~l hC~ll"
~Ull(,}j };~illt_~ ~h<Ill hC<11' inlCl~'~t 'IC?.'ll 1_];C Iilli'r~'ct }~_;'~.a1~31t 1);lt~' `,`,hlCll Il.t~'r~'~t ~il~A'.tit,clc his
h~~'n iT,ihl o~I IllailC ~iv,Ill~ih~ (l'~l lYl:~mL, lll Uil the OU1 1Ul1d111~~ SC'ri~~ ~lll)oH Ho ll,.k. l'~1~!llt'nt ~11~
iiitcrc~t un the S<:rics ?ilO(1I3 E3~)ilds due inn c1r hcl~lre the matEU~it~ r1r hriclr redcmhtitln t1i~ such-
Stric, nds 'hail he 111<1(3;: to 11)2 l)CF-(M ~~h~1 c n~inlc ,ihhcars <1n tllc ho)nd rc~~iir~iti~,il.
-3-
books of the Trustee as tho re!~ - istcrc(l owner thereof, as of the close of business on the 15th day
of the month next prcccdin'r the lntcrest Pat mcrnt Date, such interest to be paid by cheep mailed
on the lntcrcst Pa%mcnt gate hv first class m<ril to such regisicrcd owner at his address as it
appcrus on such hooks or. uhOn rittcn rcyucst received prior to the 15th clay= of the inonth
prcc,2&m, an Interest Pi\ment D~itc of- an Ova rncr of at le~rsl $1,000,000 in a~~,rc~,rtc principal
anlowlt of Series 20r)0I3 Bonds, by Irc transfer in inmic~llalcty available fulids to an account
within tlh,; continental United St,ttcs ctcsiunatcd by such Owner. Principal and redetnpti011
premiums. if any, on the. Series IOU03 Bonds shall be payable upon the surrender thereof at
maturity or the earlier rcdetliption thereof at the principal corporate trust ofltec of the Trwtc4
and shall be paid in lawful nlorncy of the United States of America.
The Commission may at any time execute and deliver the Series 2006E Bonds
authorized to be issued hereunder and upon the Written Request of the Commission, the Trustee
shall authenticate and deliver the Series 2006E Bonds.
SECTION 15.02 Form of Series 2006E Bonds. The Series 2006B Bonds, the
Trustee's certificate of authentication, and the form of assignment to appear thereon shall be in
substantially the forms, respectively, attached hereto as Appendix A with necessary or
appropriate variations, omissions and insertions as permitted or required by the Indenture.
SECTION 15.03 Terms of Redemption of Series 2006B Bonds.
(a) Optional Redemption.
Series 2006B Bonds due on or before October 1, 2016 shall not be subject to
redemption before their respective stated maturities. Series 2006B Bonds maturing on or after
October 1, 2017 shall be subject to redemption, as a whole or in part, as designated by the
Commission, or, absent such designation, pro rata among maturities, and by lot within any one
maturity if less than all of the Series 2006B Bonds of such maturity are to be redeemed, prior to
their respective maturity dates, at the option of the Commission, on any date on or after October
1, 2016, from funds derived by the Commission from any source, at the redemption price of the
principal amount of Series 2006B Bonds called for redemption, together with interest accrued
thereon to the date fixed for redemption.
(b) Sinking Account Redemption.
Series 2006E Bonds maturing on October 1, 2033 bearing interest at a rate of
43750-, her annum shall also be subject to mandatory redemption in part by lot prior to their
salted nluturit_° ~lat~ on X111 Ociol~cr 1_ on or after- Oc.tollcr 1, 2026, sojl:Iv F1 ()III fiords dtcI-I c(l
h~. ;he r~mnus~it~n h~~~nl tllc rc~_Itlirc~i dchtlsit int~~ the 7crrn l~~>n~l ~iul:in :~cc~~~~lni hr~.,~ i~lc~l l~~~r
ilC1)`al ~!!111~U1;t 177 I` t~l I~'~" ~:CC liclj '.Ill<'!~~1 illelcoil ihC
1!1 :11,1 11 l1,21 l_ at 1)l1
~~l~,\i : ~~'"~!A it]C~1, iln~'~ c~ ~l. tlYl1. l l `,ull~~.' :111 1'~~lt ;1l l ~~1 ~s~'Il l Cl nl ~~'I~l ~ 'i lr1(~13 I;~illil~ ILIA c h~'C!1
rtlIC~I11c(i 1) 11 tI'i11t Iti t~tllcl ICII~'1;lllli~'li I)1 1~I1~11~ t)1 IIII IIIl1 11 ,11 C. UI~ t.II .111,( ;iili 1 0 1 1111 ij
~~nl:in~~.:~cc~lunt ha~nlcn's set l~lrth hcio~,~ ~h~11I he reducc<1 k~;-the r~~atc }~ri,lci,~~tl ~:u:~_~ttnt ul`
such 1 L'I?1l J 'r1C~ _~I~ ~11IS tSOIIU ~i~ IeueCiil 'u. lU r~C ~illnc~l~cu a[II~~II~ii~il nili_
-4-
payments on a pro rata basis in integral multiples of $5,000 as determined by the Commission
(notice of which determination shall be given by the Commission to the TrustCO:
Series 2006E Bonds
Sinking
Payment Date
(October 1)
2026
202'7
2028
2029
2030
2031
2032
2033
Principal
Amount
to be Redeemed
$ 815,000
f945,000
1,095,000
1,235,000
1,385,000
1,540,000
1,705,000
1,875,000
* Maturity
Series 2006E Bonds maturing on October 1, 2033 bearing interest at a rate of
5.000% per annum shall also be subject to mandatory redemption in part by lot prior to their
stated maturity dates, on any October 1, on or after October 1, 2026, solely from funds derived
by the Commission from the required deposit into the Term Bond Sinking Account provided for
in Section 15.05 hereof, at the principal amount thereof plus accrued interest thereon to the
redemption date, without premium, in the aggregate principal amounts and on the dates set forth
below; provided, however, that if some but not all of such Term Series 2006B Bonds have been
redeemed pursuant to other redemption provisions of this Indenture, the total amount of all future
Sinking Account payments set forth below shall be reduced by the aggregate principal amount of
such Term Series 2006B Bonds so redeemed, to be allocated among such Sinking Account
payments on a pro rata basis in integral multiples of $5,000 as determined by the Commission
(notice of which determination shall be given by the Commission to the Trustee):
Series 2006E Bonds
Sinking
Principal
Payment Date
Amount
(October 1)
to be Redeemed
2026
S b80,000
2027
r, r~.cr0
* Maturity
-5-
SECTION 15.04 .lhpiic_ ition of Procee(ls of Scr ies 2006E Bonds. Upon receipt
of payment for the Series 00011 Bond,, the Trustee shell set aside and dcposi.t the proceeds
received from such sale and (.lcli- cr% in the 10110\v ing respective funds and accounts:
(1) the 'I ni,tce shall dejiosit in the Series 2006B Lyhcnse Acco tUnt in
the Fx1ic>>se Fund an aimount c~ltual to Sloi..,S9.45 to pay costs incarrccl in coirncction
ith the i„tlancc Ofthc SCI-ics 2f)()(R Roads,
(ii) _111e hCtistcc shall dg)osit the amount of $23,218,359.59 in the
refunding escrow estahlishecl tuiclcr the I~scro~~ ,A_rcement.
In addition, simultaneously with tlIe receipt of payment for the Scrics 2006E
Bonds, the Trustee shall release S180,183.74 on deposit in the Reserve Account under the
Original Indenture and transfer such amount to the refunding escrow established under the
Escrow Agreement.
For record-keeping purposes, the Trustee may establish such additional accounts
as may be necessary to reflect such transfer of proceeds.
In order to verify the use of and the remaining available amount of the Series
2006B Bond proceeds, the Commission shall create such accounts and otherwise take such steps
as may be required to be able to separately account for the proceeds of the Series 2006B Bonds.
SECTION 15.05 Series 2006E Sinking; Account. On or before five (5) days
preceding each Sinking Account Payment Date for the Series 2006B Bonds, the Trustee shall set
aside from the Debt Service Fund and deposit in the Sinking Account an amount of money equal
to the amount required to redeem Series 2006B Bonds on the next succeeding October 1,
pursuant to Section 15.03(b) hereof. All such moneys in the Term Bond Sinking Account shall
be used by the Trustee to redeem the Series 2006E Bonds in accordance with Section 15.03(b)
hereof
SECTION 15.06 Amendments to Indenture.
(a) The following defined terms are added to Section 1.01 hereof:
Ambac As r 1 cc The term "Ambac Assurance" means Ambac Assurance
Corponition. a 1.`,"isconsin-domiciled stock insurance company.
Bond hisiiier I he term "Bond Insurer- mcanls ith respect to Series 2006E Bonds,
1,nh;ic .Vs,uraricc-
1
111L, tcrm !"Q,I o,
thr
1-.~cr(~',~, I~~ITi~'llt_
da1c~~ a, ~~1
I )ccc~nhcr 1, 211ho (j~l~`, ~'cll the Unllllh lC~I1
and
~ ,S. 131111! ~a l~~fial_
.~SS~.~CIa1lOIl.
u5 C~CIiIIV ~3~'cnl thelCll11i1Cr.
-6-
Financial Guarannt, T1lsuritlcePolicy The term ` Flliarnclal Gtuaranty Insurance Policy'
mcans the 1117a11CM] L'uaratity insurmcc policy issued by Amhac ,%ssuramc Histiring the
payment-u lien due of the principal of mid interest on the Obligations as prop idled therein.
Scrics '00OR BoIlds fllc term --Scrics 2006E Bonds" means thy; Rosemead Conu>>unit%
Dcv clollmcnt Conu7iissiun Rcdc% clohment Project Area i'~o. I Tax Allocation Rci-undinl-l
Bonds, Series 200013.
fib) The following <I c f i n i t i o as are amended in the following manner:
The term "Bonds" means the Series 1993 Bonds, Series 2006A Bonds, Scrics
2006B Bonds and all Additional Bonds.
ARTICLE XVI
ADDITIONAL PROVISIONS RELATING TO BOND INSURER
SECTION 16.01 Additional Notice Requirements. The following notices shall be
given to Ambac Assurance as Bond Insurer for the Series 2006E Bonds:
Notices to be sent to the attention of the SURVEILLANCE DEPARTMENT:
(a) While the Financial Guaranty Insurance Policy is in effect, the
Commission or the Trustee, as appropriate, shall furnish to Ambac Assurance, upon request, the
following:
(i) a copy of any financial statement, audit and/or annual report of the
Commission; and
(ii) such additional information it may reasonably request.
Upon request, such information shall be delivered at the Commission's expense to the attention
of the Surveillance Department, unless otherwise indicated.
(b) a copy of any notice to be given to the registered owners of the Bonds,
including, without limitation, notice of any redemption of or defeasance of Bonds, and any
certificate rendered pursuant to this Indenture relating to the security for the Bonds.
(c) Fig the extant that the 011i,-,or 11as entered into a co ntimuin, ~Iisclosure
_rc~lt~ nt ills R2~heCt to tlkt Bo~no1~ ~I>>1,ac .1~surlncc ~h:!Il he incluolccl uS harts to he n~~tilis'd.
\oti('es to he sent to the attention ofthe G1`1NF,R \I, COI \SFI OF111( 11".
1)i?ti'% .VlJ),1C 'lc"'
--of xl 11110 nI illy' (~11'ill: til(~11 tt? h!~~`• lok- rcleA ~;Ilt IlUli cl-1111
Ai)t\S Ith t~illllln~~ ~lll~ -?IIICr 1~ri)A I~lon ( U11~ lr,(icllttlrc. tlic I I ~ll-tt~'e ~~i-
t ~~rnn:i,son. „s alp ~rohl ate. ~h~i11 imn~c~li~ltel~ r:otl(~, Alllh~lc ;~ssurancc i f alt <ln\~ ',me tllore <;r
-7-
irstifficicat moneys to make any payments of pi-incihal and/or interest as required and
inmicdiatcly upon the occurrence of any event ofdcfanlt hereunder.
SECTION 16.02 _A(lditlomil Tnformation to be Prop idcd Ai»hac :Assurance. The
Conmmissiorn \N ill hcrmit Anlihac .lssurancc to discuss the ai fairs, iinanccs and accounts of the
Commission OF anv Illfurnlatloll .Anih'lc :Assul-anCC nia% r-casonahly rcyucst rc ardin~ (he
securit%° for tlic 13011ds 'y 1111 approhriatc ofticcrs of the Collimission. I he Trllst,2C Of- ConInIiSsiott,
as ahhrolxiate. 1 ,,111 1)l niut Ambac ,Assurance to lhati e access to miLl to iiiakc copies of all books
and records rclatitl,; to the Bonds at alt}' 1-casonal)lc time. Ainbac Assurance shall have the ri,11t
to direct an accounting at the Conumssioii's cypcrnsc, and the Comliiission's failure to coniply
with such direction within thirty (30) days after receipt of written notice of the direction from
Ambac Assurance shall be deemed a default hercundcr; provided, however, that if compliance
cannot occur within such period, then such period will be extended so long as compliance is
begun within such period and diligently pursued, but only if such extension would not materially
adversely affect the interests of any registered owner of the Bonds.
SECTION 16.03 No Defeasance if Series 2006B Bonds Paid By Bond Insurer.
Notwithstanding anything in Article X to the contrary, in the event that the principal and/or
interest due on the Series 2006E Bonds shall be paid by the Bond Insurer pursuant to the
Financial Guaranty Insurance Policy, the Series 2006E Bonds shall remain Outstanding for all
purposes, not be defeased or otherwise satisfied and not be considered paid by the Commission,
and the assignment and pledge created by this Indenture and all covenants, agreements and other
obligations of the Commission to the registered owners shall continue to exist and shall run to
the benefit of Bond Insurer, and the Bond Insurer shall be subrogated to the rights of such
registered owners, in each case to the extent of such payment.
SECTION 16.04 Payment Procedure Pursuant to the Financial Guaranty
insurance Policy. As long as the Financial Guaranty Insurance Policy shall be in full force and
effect, the Commission, the Trustee agrees to comply with the following provisions:
(a) At least one (1) business day prior to all Interest Payment Dates the
Trustee will determine whether there will be sufficient funds in the Funds and Accounts to pay
the principal of or interest on the Bonds on such Interest Payment Date. If the Trustee determines
that there will be insufficient funds in such Funds or Accounts, the Trustee shall so notify Ambac
Assurance. Such notice shall specify the amount of the anticipated deficiency, the Bonds to
which such deficiency is applicable and whether such Bonds will be deficient as to principal or
interest, or both. If the Trustee has not so notified : iribac Ass>u-anec Lit 1c ist one (1) business day
prior to air Tntcrest Pay mclit Date. ,Alllb'9C Assurancc v, 111 make Irivments of }~rMcihal O1` intC'rest
chic wl the Series ~tlllO13 13cnils chi 01' helol-c the Iirst ( 1 st) hu,incss rlac nett !()11U\ti in,, the late
nilVA hlcll.Anlh;1C .A~ Ur<ll1cc ~h<ill ll~iVc IcCcIA~'(h Il(illcc il~~llhi`117C111 ~iW11 th,c 17tl~lecthl
I11" ~t`.;-ill;thI, It? \lilh,_I ]-'I Il~1. Ul :Al11 !~11C :Ati~a1IllCC th11 cC'1WI 't? plc
13~t1?h ~)1 \~-A ) ~lr}l. ul \c~'. ,1 In Ur'lncc lnlltc 'O1 ~lll(~;tc A-til lC~~ ~)1- allA
~U Ce~~cl" 11, 11 rai7Ct' tl'U'~t,- fthle 111~,tl11 ICC il"u~-l~'e the IC21'1U1~it IO11 hog)} s k thl- ( 1)111Ml~'lO11,
nriin[aine~l h~ IIIC lrusic: anal ill/ rccincls rcl~itin<< tr) the Fun~1s a'nl ;Accctluts nlaintaincd uliclcr
this Illdulturc.
-8-
(c) the Trustee shall provide Ambac Assurance and the Insurance T1:ustcc
with a list of rc,~isiere~l c_m nCCS of Series 200613 Bonds entitled to recen c princilrtl or interest
pavillcllts 11-0111 Amhac Asst11-a11cc Llrldcl- the tcrllls of the Fitiallcial GLKIILlnty I11S11ra11CC P011CN
arni s11a11 nlakc arr~ln~cnlents with the lilsurance TRI!,tcc (i) to mail checks or di-ails to 111e
re~~istcred o%%licrs ofSeries 2W)613 Bonds entitled to rccci~c lull orpa1-tial intcrestpa\mCIIts itoln
Arn'lhac Assurancc and (11) to hay 1)I-mc1lrll ul)on Scrics 2006B Bonds sulTendered to the
Insurance l -ustcc by the rc~istcrcd ovv ncrs of Series 200613 Bonds cntitic d to rccci%c I 'Lill or
partial principal pay menu from Ambac Assurance.
(d) the TruStCC shall, at the time it provides notice to Ambac Assurance
pursuant to (a) above, notify rc~,istered owners of Series 2006E Bonds entitled to rccCIN O the
payment of principal or interest thereon from Ambac Assurance (i) as to the fact of such
entitlement, (ii) that Alnbac Assurance will remit to them all or a part of the interest payments
next coming due upon proof of Holder entitlement to interest payments and delivery to the
Insurance Trustee, in form satisfactory to the Insurance Trustee, of an appropriate assignment of
the registered owner's right to payment, (iii) that should they be entitled to receive full payment
of principal from Ambac Assurance, they must surrender their Series 2006B Bonds (along with
an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit
ownership of such Series 2006E Bonds to be registered in the name of Ambac Assurance) for
payment to the Insurance Trustee, and not the Trustee and (iv) that should they be entitled to
receive partial payment of principal from Ainbac Assurance, they must surrender their Series
2006B Bonds for payment thereon first to the Trustee who shall note on such Series 2006B
Bonds the portion of the principal paid by the Trustee and then, along with an appropriate
instrument of assignment in form satisfactory to the Insurance Trustee, to the Insurance Trustee,
which will then pay the unpaid portion of principal.
(e) in the event that the Trustee has notice that any payment of principal of or
interest on an Series 2006E Bond which has become Due for Payment and which is made to a
Holder by or on behalf of the Commission has been deemed a preferential transfer and
theretofore recovered from its registered owner pursuant to the United States Bankruptcy Code
by a trustee in bankruptcy in accordance with the final, nonappealable order of a court having
competent jurisdiction, the Trustee shall, at the time Ambac Assurance is notified pursuant to (a)
above, notify all registered owners that in the event that any registered owner's payment is so
recovered, such registered owner will be entitled to payment from Ambac Assurance to the
extent of such recovery if sufficient funds are not otherwise available, and the Trustee shall
furnish to Ambac Assurance its records evidencing the payments of principal of and interest on
the Scrics 2()O013 Bonds which hay c hec1i rnladc: by the Trustec and subsequently recovered from
rc: istcrcd 11Lrs acid the t1atcs 011 vthick such hMymc111s crc made.
I!1 lllltllll(11 lU ll',1)S~' l,Cli1> '_'ranlCd .~1111?IC :1~~llr(IIiC~' Ullliel- t111~ IPd':Ilt!,IIC,
~111hUC .~~>Ur11111C ~lllll~. 1O I~;e\I~III 11 i1;lkC l?1;A111C11t (t l?rI11~1}):11 U1 (~1" I111~'I<l ~~Il ~C'l~'s
~Ill)(~{j }~~,=1i!,_ 1),~~'n~11~~tl~)It)'~~1ICli i~~ .~1C ii~hls lh~' ICCihlClltti t)I ~11C~1 P:1A;11~111~ 111 ~il~~~Id~11iC_'~;
of I!,- I 1'1~111C1111 t i,,;I.JJt` 11ij111;111C i'Oi;~, Xld ti) ICI C- ,t.i'h ~Ll?rtn 1 1
1!1 1110 1O11 .I I0 C~,.;IITIS lc?r l)a t dllc 11] t I1 ~2 l r11 1C hid 11i)1c .1;11)
~SS111-aIlCC Il"lll~ a~ suhl"l)'_'C'e 011 tl ° l~"~I~Ir<lUl?11 1)0 )ks Ul IhC t_ l)111n11S51C)Il lll<IIn1t1111Ci~ h\
drustcc LIl)OII rcceil)t f-1-0111 A1111VC suranCC ()f hroOh of the pEi\ IM211t 01- 1111 r t thereon to the
l ';1 1121','(1 1,\,11~,r~ 01 tl1C Sc11CS ~11)Oli Rolld;, and (11) nl Iht' c.1~,C t)f ~t1hI-w2,ItIon 11s 1~) Clllin?) l")1-
-9-
past ,ltie principal, the Trtustcc sha11 note Ambac Assurance's rights as suhrogee on the
rc,istr~tion books of the Comuiission maintained by the Irustec upon surreildcr of the Scrics
2OOot3 Bonds by the re,,istereel ovv hers thereof together with proof of the 1)aymeltt ofprincipa-1
thereof
ARTICLE XVII
MISCELLANEOUS
SECTION 17.01 Cowiijuiii~-,- Disclosure. The Commission hereby covenants and
agrees that it will comply with and carry out ill of the provisions of the Continuing Disclosure
Agreement executed by the Commission in connection with the issuance of the Series 2006B
Bonds (the "Continuing Disclosure Agreement"). Notwithstanding any other provision of this
Indenture, failure of the Commission to comply with the Continuing Disclosure Agreement shall
not be considered an Event of Default hereunder; provided, however, that the Trustee at the
written direction of any underwriter or the Owners of at least 25% aggregate principal amount of
Series 2006B Bonds, shall (but only to the extent funds in an amount satisfactory to the Trustee
have been provided to it or it has been otherwise indemnified to its satisfaction from any cost,
liability, expense or additional charges and fees of the Trustee whatsoever, including, without
limitation, fees and expenses of its attorneys), or any Owner or beneficial owner of the Series
2006B Bonds may, take such actions as may be necessary and appropriate to compel
performance, including seeking mandate or specific performance by court order.
SECTION 17.02 Terms of Series 2006B Bonds Subject to the Indenture. Except
as in this Second Supplement expressly provided, every term and condition contained in the
Indenture shall apply to this Second Supplement and to the Series 2006B Bonds with the same
force and effect as if the same were herein set forth at length, with such omissions, variations and
modifications thereof as may be appropriate to make the same conform to this Second
Supplement.
This Second Supplement and all of the terms and provisions herein contained
shall form part of the Indenture as fully and with the same effect as if all such terms and
provisions had been set forth in the Indenture. The Indenture is hereby ratified and confirmed
and shall continue in full force and effect in accordance with the terms and provisions thereof, as
heretofore amended and supplemented, and as amended and supplemented hereby.
SECTION 17.03 Due Authorization. The Commission has reviewed all
proeccclirnL~s h,rctoforc taken relative to the authorization of tlic Series 2006B Bonds and has
fours(], as ~t rc ult ol, stlch rcvic"v, a11(1 does hcrCh% Fink] arld (lctcnimic, that the Umri lisSrop has
lui~ arn_1 rc'-tilarly conllllic~l vv itll all ~t11}~lirahlc hro~ ]~iD)ns o_)f' lavv an(l i olt)l~ authoriic~l by .ayv
2)O011) t3~%1111 In tl1C 1,. 1,;;1~r a,]il U11o11 t11 t~'tll1 111 111-
to) 11(1~'illUr~ :i'1C1 thl~
}i1)~'ll :U1ll ~?CI (l~rlll~'tl i~r~'l' '~ICI]i ;{Iltl 11] ~'~~IIII~~tioll AA lIh 111' I,~
(SonCla Cyi~t, i1av C Il~1hhC'1Ct.1 all(l J1~1v hC~'I1 I?~'( I(~Il11Ut_1 !I7 I~?Ul;lf ~lll~l l1LIC t11IIC, 1t~1 Ili ~tI1~S !Ilili;icl
a~ 1 ~11111cc1 laA\, !11(1 111C to the '])f)0ji
J3r~nclti.
-10-
SECT7ON 17.04 ESCCUtion III SCWY,11 Cc,untcrp.lrts. This hic1ciiturc may be
cxccuted in any number of counterparts aud each of- such counterparts shall for all purposes be
deemed to be mz anti all such countcrpart , or as IiIany of thcm as tilt Commission a»d
the I rustcc shell prescrv c miricstro%cd, shalt to,-,cther constitute but oni 2 rend the same inslruMcnt,
S1:C 110\ 17.05 C,toN crnin , T -.t\%-. This Second Supplement shall be g-m trued
and colistnicd in acconiance «ith the lam s of the State of California.
-11-
I ~,v ll \I y1 l 11 1\1 I (X. RO>I \IFkD CO\I\11 i-IY DEVELOP _AII \ T
CO I\Ilti~l( Il;lti C~Ill~~ti !1 I~ ~~~~~I;II .~il,~,~. !71~?i~ k) hu ;1~,'I"~~~1 111 ll~ it it?lam '',7V its Aut io'i/":J
trusts cl
its oft1C,.r
,._.ll'Jo (li,l' authorzzc',l, 'll ~l~ '~I1C (la';~ e.I;II ~'~ll ~II~I ahl~1 ll~.' Il.
R()~I \ I I .LIB COMI vILtITY D 1 \ LLOP~ll \ f
CO\I\11~~,ION
By
Autho ~<i ) fficer
Attest:
hA
Secretary
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
By
Authorized Officer
-I?_
IN WIT,,, '1 SS WHI~REOF, the Rn,.,i \fl~. D CCU\1\11 M 1-Y DEVELOP\Tl-:AT
COyTvI[,SION has c;lll~~l1 iI'tl} ' cc l':d Supr!"mc!lt 111 Ili' ~I~' 111 I!1 lip il~llll~ Ily its EAutl'lct
and L`,S. .A:~-,:Iation, ill t0b-'Il lip ;1C~:11!~tllC~ OI t1,C ~Iii~t~ ~IC,lt~d
11-1C?L1lller, hay CHILI>~~I i!ll~ ~-COtl{I .,Iiltil~lil~'ll. io 1),~ officer
ill-!-_. ,:tto duly ,ii: ,o! all as oft,.
R(1~ 1 \ 11 \1) COMMUNITY DEVELOPMENT
( ~)\1\IISSION
By
Attest:
Secretary
Authorized Officer
U.S. BANK NATIONAL ASSOCIATION,
as Trustee
t
By
on icer
-12-
APPLND1\ A
[horiiii of Series 200613 Bond[
'`o..-k-1 4
R0S1:'\11'AD C`ONINII'\I I T)f \'f l_Of ,\11-:\ 1 C'ONIM_ S'SION
RL Uf:A LLOP\if \T I)RO.1I_C-I' ARIA NO. 1
-FA X \I_1-0 C:\"I10N REI-t N1)1\G BO\D. SERII:S ?UUhB
R.ATL OF
IN i I-:RL S 1': ~ 1:A~1 l R fT1 f7:A hf : DATED DATE: CU SIP:
% October 1, December 21, 2066
Registered Owner: CEDE & Co.
Principal Amount: DOLLARS
THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a public
body, corporate and politic, duly organized and existing under and pursuant to the laws of the
State of California (the "Conunission"), for value received hereby promises to pay to the
registered owner specified abo v c, or registered assigns, on the Maturity Date specified above the
Principal Amount specified above, together with interest thereon from the interest payment date
next preceding the date of registration on this Bond (unless this Bond is registered during the
period from the 16th day of the niotith next preceding an interest payment date to and including
such interest payment date, in ~'thieh cvent it shall bear interest from such interest payment date,
or unless this Bond is registered o:1 or before March 15, 2007 in which event it shall bear intcrest
from its Dated Date) until the principal hereof shall have bec a paid, at the Rate of Interest
specified aboN c, paiyable on April 1, 2007 acid scimannually flicrcafler on April I and October 1
in each }'car. Both the illtcrcst hereon and Principal hereof arc pa%able in lawfill money of the
United Statcs o1 l\l]]el'lc a. The principal (or redemption price) hereof is pavahle upon surrender
hcrcof at nrlturitv or the earlier rcdcmPtion hereof at the principal corporate trust office of US.
13auk \atlonal _Associatiorn. as TFLI',tee, in St. Paul. Alinnetiota. f11tC I*C"-'t hereon is parable by
check or drift 111a11cd oil the interest pa~mellt date h% first class mail to the person in \tiIlose
name this }3o-~n(l is FCLT',tcre(1 cat iho CIW c of husincss on the I nth dar of the month nc.xt precedin~~
111C applicahle IWCI*Cst 1) 1I%n1clll date at such 1)e:P011's address ~1S ii al~pc<1rs ml thr r~cistration
~~11,i (`f 111 I I'lliiC~. ,~e i,11~r11 I ltlcil 1~!i!I>t 1 _'C_'IA'~lI hll~-il' 1,(~ tj;'" 1 gill
}~I ~Illl_' :ill Illl~l~~l h;1:111 111 ll~tl~ t~f ~lil t)Ati ]'~'I" ~~i ;11 IC~1~1 ti i _Ul lfl_i j11~ l 111 l _ tl,2 hl i;l~ lh:,l
tl.lrl;l't i~l ~3t'illl:. ~~1C', tI~L=`l~l' 111 ill'.117CC~l;il~'1', ;l~a';i~lhl: lllltl~ t~~ Ill ~11~'~~illlt ll~~l_'lll!l~'lf h\
(hl, 13~xZd s c~r;c ~,f dUI~ ctUthorizcd Issue f Rt)sC11I1-:ad C ut>>t~;ul,.it~
L~c~elopmcnt ~'t)I1~1l~ISSlUl7. IZcd~~clohmcnt I'roicct .~\rra 1, 1al \Ilocation Rci~~n;~1in~
I3on~Is 5cri~ ?~Ill(,f3 (the f3unds I. 1in1itc(I Ill a_ arc ate hrinc'Ir"11 ;1111OUIIt to ~'i
A- I
like tenor and date (except for such Nariations, if any, as may be rccluircd to d~ i~nat~ varying
numbers. imituritles, iiltci-cst rates or redcnil)tlon provisions), all lssucd undcr the pro% 1s10ns of
the Comiiwiiity Rc(Lv clopmcnt Lm of the State of Calirort`tia, as supplemc,ltcd and amended
(the ``L<m and pursuant to the pruN isions of an Indciiturc. dated as of Ociohcr 1, 1993, as
stlpplemclitcd and aniclidcd h~ I l:irst Supplement to hldenttlrc, dated as 01, March 1, ?00C and a
Second Supplement to hi(Icnturc, dated as of Deccmhcr 1. 2(00. cacli hct%vicen the C'onuilission
and the Trustee (collccti~ck. the Indenture All Fonds arc eLlually and ratahl" secured in
accordance with the terms and conditions ot- the lndcntuse, and rcfcrcncc is hcrcb~inadc to the
Indenture, to iw, indentures supplclncntal thcrcio and to the La~4 for a d"cription of tllc terms
on which the Bonds arc issued, for the provisions ith regard to the nature and extent oh the
security provided for the Bonds and of the nature, esteiit and manner of enforcement of such
security, and for a statement of the rights of the registered owners of the Bonds; and all the terms
of the Indenture and the Law are hereby incorporated herein and constitute a contract bete ccn
the Commission and the registered owner from time to time of this Bond, and to all the
provisions thereof the registered owner of this Bond, by his acceptance hereof, consents and
agrees. Each registered owner hereof shall have recourse to all the provisions of the Law and the
Indenture and shall be bound by all the terms and conditions thereof.
The Bonds are issued to provide funds to aid in the financing and refinancing of
the Redevelopment Project Area No. I Area of the Commission, a duly adopted redevelopment
project in the city of Rosemead, California, as more particularly described in the Indenture. The
Bonds are special obligations of the Commission and are payable, as to interest thereon, principal
thereof and any premiums upon the redemption thereof, exclusively from the Pledged Tax
Revenues (as that term is defined in the Indenture and herein called the "Pledged Tax
Revenues"), and the Commission is not obligated to pay them except from the Pledged Tax
Revenues. The Bonds are equally secured by a pledge of, and charge and lien upon, the Pledged
Tax Revenues, and the Pledged Tax Revenues constitute a trust fund for the security and
payment of the interest on and principal of and redemption premiums, if any, on the Bonds.
Additional tax allocation bonds payable from the Pledged Tax Revenues may be issued which
will rank equally as to security with the Bonds, but only subject to terms and conditions set forth
in the Indenture.
The Commission hereby covenants and warrants that, for the payment of the
interest on and principal of and redemption premium, if any, on this Bond and all other Bonds
issued under the Indenture when due, there has been created and will be maintained by the
Trustee a special fiend into which all Pledged Tax Revenues shall be deposited, and as an
irrevocable charge; the Commission has allocated the Pled--,cd Tax Revenues solely to the
paymciit of the interest on and principal of- and redemption hrenliunls, [('any, on the: Bonds. and
the C'wmiil,iJmi III p~l\promptly v, due tlhe inteleSt On all(1 hrillCipal of .111(1 redCnlptiM1
hr~nlitlnl. i1~ a11~ ~,n th;i` l3((l;d ,1,1(l „ll (~t!lcr 1~(~r(ls tll~~ r ;1, ,.rd all a(l(litiun,:; t"~ <J!~~,~~,tirrl
~m!Ji (~I1/mod lllc 1;111.111UI"~ ('W (d S"11(1 tihC'~1,11 jlllld, all 111 :1~~t!lt-l~illt: i1 h 111"' Icl111, ;111d
life liOllds ~lI-~' -)llhicct fn npti(~I;~li ~tj7t1 lll<<;l~l(tt<)1'`. sll"IfVIli'-? IUnd f~'t.1~'Il1ptlUll
prt,,, i(_l 2d iii the hidciiim c.
As provided in the Indcizturc. notice of redemption of this Bond shall be mailed
not less than thirty (30) days Tor mere than sixty (60) d.t,s before the redemption date to the
registercd o«ner Hereof, but failure to rcceiv e suJI notice shall ilea aff'eet the sul-1iciency of such
procecdin~~s for rCdcmhtioli. Ifnotice ofrcdcmhtionllas been duly ~~i~cn as aforr ail ;ins( 111011cy
for payment of the ahov c-dcscrihc(I redemption })rice is held br the frustcc. then such Roads
shall, on the redemption date dcsi,_,natcd in such notice. hcrome clue anti harahle at the above-
described redemption pncc; and 6-0111 and after the elate so designatcd interest oil the Bonds so
caked for redemption shall cease to accrue and rc2istered ova ners of such €3ouds shall have no
rights in respcct thereof c\ccpt to recce e pavmcnt of such redemption price thereof.
If an cN cnt of default, as dclincd in tlic Jndcnturc, shall occur, the principal of all
Bonds may be declarcd due anti payablO tlpon 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 twenty-
five per cent (25%) 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 or any integral multiple of $5,000 (not exceeding the principal amount
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.
This Bond is transferable, as provided in the Indenture, only upon a register to be
kept for that purpose at the above-mentioned office of the Trustee by the registered owner hereof
in person, or by his duly authorized attorney, upon surrender of this Bond together with a written
instrument of transfer satisfactory to 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, shall be issued to the transferee in exchange therefor as provided in
the Indenture, and upon payment of the charges therein prescribed. The Commission and the
Trustee may deem and treat the person in whose name this Bond is registered as the absolute
owner hereof for the purpose of receiving payment of, or on account of, the interest hereon and
principal hereof and redemption premium, if any, hereon and for all other purposes.
The rights and obligations of the Commission and of the registered owners of the
Bonds may be ,iiiiciided at any time in the manner, to the extent atxd upon the terms provided in
the Indenture.
This Bound is lint a debt orth" Cite of floscnlcail. the Suite of-C,01fol-111a ()Ian% of
I I, )iitlc,1luhdi\ l~I )ll~. ~I II (l II C itlier"licJ ( Its. It n(_l St<i'.c nnr ~In\ Its ~~nlIt lcalI th(_li"lsl~m> Is
h<lh; h~'I'~C)ii. I C?1 iii 2111 'li'lit ~ila~l t,i's B( )1",! Chi 11ii`. Iii!Cl "II-1C 1) (~l ~ill'. I dLllihtltli: (~'~liiiiilil
<111Ute X111 ;11 c'.~h1~tt~.<'~~ `.A111':lll ih~ 1117' ~tII l1I ±1 ter l;i1Ut(~Iv ~_ICI?t
;I11!t~lUt~l': 1~°sU"1CliC;?l. <1??-1 C1 il~"lll~l~ L7t' 111~111hC1"s ~?I 111C l C?lillill~sll)11, 11i~1 llll~' 1)CI~t)lls ~'~:eC~Jtlll__'
:Ile Bol]n I~ Thai] he her ~ina11~ li~ihl~ tin IhC H3 Ih , h\ reel ~ln cal tllcir is uanrc.
A-
This Band shall not be cntitled to any benefits undcr the Indenture or beconhe
valid or obligatory for any purpose until the ccrtilieatc of authentication and registration hci-con
endorsed shall have been signed by the Trustee.
IL is hcrebN ccrti-ficd tli tt all of the acts, conditions aihd thinLs reciuired to exist, to
hav c happened or to have been pcrlornhed precedent to and in the issuance of this Bond do exist,
havc happcncd and hawc been pcrfornhcd its diuc time, fol-m and mamicr as rccltlired by lav, and
that the amount of this Bond, toL,cthcr with all other indebtediicss of the Coilumssion, does not
c\cccd vmy linhit prescribed by the Constitution or laves of the Statc of California, and is not in
e-\cess of the amount of Bonds permitted to be issued under the Indenture.
IN WITNESS WHEREOF, the Rosemead Community Development Commission
has caused this Bond to be executed in its name and on its behalf by its Chairperson and attested
by its Secretary, and has caused this Bond to be dated as of the date above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
By
Attest:
Secretary
Chairperson
A-4
This is one o1 the Bonds described in the within- mentioned lmi~2mun: which has
been autheiitlcatecl rind ic~istercd on 12006,
US. BzlN~K NATIONAL ASSOCIATION, as
TrW,1C
By
Author)/cd til~.,natory
A-5
BOND INSURANCE
1'1nanClal Cluarant\° lnsurti~cc folicv, `~,o. 20451317 (thc "Policy") with resPect to
payments duc for principal of anal interest on this Bon(1 has 1)cern issued by Aiiil)ac A,sSLIrance
Corporation (-AI IIbLic :assurance ) Ihc ['olic,, has hel;n dclivcreel to The Bail of Ncvv Yorl,,
\c~N York, fork. as the lllSllr;111e1: I FLIStee under sail 1?olic; and \\111 be liclcl h~ Stich
Insur,mce Trustee or any successor insur~uYcc trustee. The Policy is on file and aN~iiLihic for
inspection at the principal office of the Insurance Trustee and a copy thereof may be secured
from Ambac Assurance, or the Insurance Trustee. All payments required to be made un&i- the
Policy shall be made in accordance with the provisions thereof. The owner of this Bond
acknowledges and consents to the subrogation rights of Abac Assurance as more fully set forth
in the Policy.
1-r,
For value reccly cd the undersigned do(es) hereby sell, issig and transfer unto
(Social Scctinty or othcr I'dcntlfying
Nlmil)cj- of* Assignec the 'N ithin-ntcntioned rc,-,ismr:(i Bond . nd c10(es)
hereby ln-LNocahl~ constitute mcl ~Ippoint attorncw ~ to
transf-cr the same oiz the bond rc,-,istcr of the TrL7stce, with full pum cr of subsliwtioa in the
prcn>>scs.
Dated:
Signature guaranteed:
Notice: Signature(s) must be guaranteed
by an eligible guarantor institution.
Note: The signature(s) to this Assignment must correspond with the name(s) as
written on the face of the within registered Bond in every particular, without alteration or
enlargement or any change whatsoever.
A-?