2006 Series B RDA BondsOHS West:260149481.1
41555-
$24,230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
Closing: December 2006
INDEX OF TRANSCRIPT OF PROCEEDINGS
AUTHORIZING DOCUMENTS
Resolution No. 2006-, entitled "Resolution of the Rosemead Community
Development Commission Authorizing the Issuance of Not to Exceed
$26 000 000 of the Commission s Redevelopment Project Area No. I Tax
Allocation Refunding Bonds, Series 2006B and the Execution and Delivery of a
Second Supplement to Indenture, a Purchase Contract, a Continuing Disclosure
Agreement and an Official Statement, and Approving the a Preliminary Official
Statement in Connection Therewith and Authorizing Related Actions" adopted on
November 14, 2006, certified by the Secretary of the Commission as of the
closing date.
Resolution No. 2006-, entitled "Resolution of the City Council of the City of
Rosemead Approving the Issuance and Sale of Not to Exceed $26 000 000
Aggregate Principal Amount of Rosemead Community Development
Commission Redevelopment Area Project No., Tax Allocation Refunding
Bonds, Series 2006B" adopted on November 14, 2006, certified by the Clerk of
the City as of the closing date.
BASIC LEGAL DOCUMENTS
Indenture, dated as of October 1 , 1993, by and between the Rosemead
Development Commission (the "Commission ) and State Street Bank and Trust
Company of California, N., as predecessor trustee to U.S. Bank National
Association (the "Trustee ), certified by the Secretary of the Commission as of
the closing date.
First Supplement to Indenture, dated as of March 1; 2006, by and between the
Commission and the Trustee, certified by the Secretary of the Commission as of
the closing date.
Second Supplement to Indenture, dated as of December 1 , 2006, by and between
the Commission and the Trustee.
Continuing Disclosure Agreement, dated as of December 1 , 2006, by and among
the Commission, the Trustee and U.S. Bank National Association, as
dissemination agent.
Tax Certificate, dated December 21 , 2006, executed by the Commission.
DOCUMENTS RELATING TO THE SALE OF THE BONDS
Acknowledgement. of Receipt of Report of Proposed Debt Issuance from
California Debt and Investment Advisory Commission ("CDIAC"), together with
Report.
Preliminary Official Statement, dated December 8, 2006.
12.
13.
10.Certificate Regarding Preliminary Official Statement, pursuant to Rule 15c2-12 ofthe Securities and Exchange Commission.
11.Purchase Contact, dated December 14, 2006 (the "Purchase Contract"), by and
between Piper Jaffray & Co., as underwriter (the "Underwriter ), and theCommission.
Official Statement, dated December 14, 2006
Certificate of Mailing Report of Final Sale to CDIAC, together with Report.
DOCUMENTS RELATING TO DEFEASANCE OF THE SERIES 1993 BONDS
14.
15.
Escrow Agreement, dated as of December 1 , 2006, by and between the
Commission and U.S. Bank National Association, as escrow agent.
Verification Report, dated as of December 21 , 2006, together with copy of the
confirmation showing purchase of escrow securities.
CLOSING DOCUMENTS RELATING TO THE COMMISSION
16.
17.
18.
19.
20.
21.
Incumbency and Signature Certificate of the Commission.
Certificate of the Commission, pursuant to Section 7(c)(4) of the Purchase
Contract.
Written Request and Requisition No. 1 of the Commission to the Trustee.
Certificate of Mailing of Subordination Notice5.
Certificate of Mailing Information Return for Tax-Exempt Governmental
Obligations (Form 8038-G), to the Internal Revenue Service, together with Form
8038-
DTC Blanket Issuer Letter of Representations.
OHS West:260149481.1
41555-
CLOSING DOCUMENTS RELATING TO THE TRUSTEE
22.
23.
24.
Certificate of the Trustee, together with excerpts from the Bylaws and
Incumbency Certificate, pursuant to Section 7(c)(5) of the Purchase Contract.
Receipt for Purchase Price.
Specimen Bonds.
CLOSING DOCUMENTS RELATING TO THE UNDERWRITER
25.Receipt for Bonds.
CLOSING DOCUMENTS RELATING TO THE INSURER
26.
27.
28.
Rating Letters of Standard & Poor s Ratings Services, pursuant to Section
7(c)(13) of the Purchase Contract.
Specimen Financial Guaranty Insurance Policy No. 26045BE issued by Ambac
Assurance Corporation ("Ambac ) pursuant to Section 7(c)(12) of the Purchase
Contract.
Certificate of Ambac, pursuant to Section 7(c)(12) ofthe Purchase Contract.
CLOSING DOCUMENTS RELATING TO THE SURETYBOND
29.
30.
31.
32.
33.
Specimen Surety Bond Policy No. SB2229BE, dated March 9, 2006, issued by
Ambac.
Endorsement to Surety Bond No. SB2229BE, dated December 21 2006.
Guaranty Agreement, dated as of March 9 2006, by and between the Commission
and Ambac.
Amendment to Guaranty Agreement, dated as of December 21 , 2006, by and
between the Commission and Ambac.
Certificate of Ambac, pursuant to Section 7(c)(12) of the Purchase Contract.
LEGAL OPINIONS
34.
35.
36.
OHS West:260149481.1
41555-
Final Opinion of Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, pursuant
to Section 7(c)(1) ofthe Purchase Contract.
Disclosure Counsel Opinions of Orrick, Herrington & Sutcliffe LLP, pursuant to
Section 7(c)(2) of the Purchase Contract.
Defeasance Opinion of Orrick, Herrington & Sutcliffe LLP.
37.
38.
39.
40.
41.
42.
Opinion of Wallin, Kress, Reisman & Kranitz LLP, as Counsel to the
Commission, pursuant to Section 7(c)(3) ofthe Purchase Contract.
Opinion of Dorsey & Whitney LLP, as Trustee s Counsel and Escrow Agent's
Counsel, pursuant toSection 7(c)(15) of the Purchase Contract.
Opinion of Insurer s Counsel, pursuant to Section 7(c)(12) of the Purchase
Contract.
Reliance Letter of Orrick, Herrington & Sutcliffe LLP to the Trustee.
Reliance Letter of Orrick, Herrington & Sutcliffe LLP to the Underwriter.
Reliance Letter of Orrick, Herrington & Sutcliffe LLP to the Insurer.
MISCELLANEOUS
43.
44.
OHS West:260149481.1
41555-
Closing Memorandum.
Interested Parties List.
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CERTIFICATE OF SECRETARY REGARDING RESOLUTION NO. 2006-
, Nina Castruita, hereby certify that I am the Secretary of the Rosemead Community
Development Commission (the "Commission ), a public body, corporate and politic, organized
and existing under and by virtue of the laws of the State of California, and that as such, I am
familiar with the facts herein certified and authorized and qualified to execute the same on behalf
of the Commission.
I hereby certify that the attached resolution is the full, true and correct copy of Resolution
No. 2006-, adopted at a regular meeting of the members ofthe Commission held on November
2006, of which meeting all ofthe members of the Commission had due notice and at which a
quorum was present and acting throughout.
I hereby further certify that I have carefully compared the same with the original
resolution as so adopted at said meeting and entered in the minutes of the meeting of the
Commission on file and of record in my office and that it is a full, true and correct copy of said
resolution; and that said resolution has not been amended, modified or rescinded since the date of
adoption and is now in full force and effect.
Dated: December 21 , 2006
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By: J1
Nina Castruita, Secretary
OHS West:260121547
RESOLUTION NO. 2006-
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED
$26,000,000 OF THE COMMISSION'S REDEVELOPMENT PROJECT
NO.1 TAX ALLOCATION REFUNDING BONDS, SERIES 2006B AND
THE EXECUTION AND DELIVERY OF A SECOND SUPPLEMENT TO
INDENTURE, A PURCHASE CONTRACT, A CONTINUING
DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT, AND
APPROVING A PRELIMINARY OFFICIAL STATEMENT
CONNECTION THEREWITH AND AUTHORIZING RELATED
ACTIONS
WHEREAS, the Rosemead Community Development Commission (the "Commission
is a redevelopment agency, a public body, corporate and politic, duly created, established and
authorized to transact business and exercise powers under and pursuant to the provisions of the
Community Redevelopment Law of the State of California (the "Law ), including the power to
issue bonds for any of its corporate purposes;
WHEREAS, a plan. for a redevelopment project known and designated as
Redevelopment Project No.1" (the "Project"), has been adopted and approved in accordance
with the Law;
WHEREAS, the plan contemplates that the Commission will issue its bonds to finance
and/or refinance a portion of the cost of such Project;
WHEREAS, the Commission has heretofore authorized and issued its Redevelopment
Project No.1 Tax AllocationBonds, Series 1993A (the "Series 1993A Bonds ), pursuantto an
Indenture, dated as of October 1 , 1993 (the "Original Indenture ), between the Commission, as
successor to the Rosemead Redevelopment Agency, and U.S. Bank National Association, a~
successor trustee (the "Trustee ), for the purpose of financing and/or refinancing portions of the
Project;
. WHEREAS, the Commission has heretofore authorized and issued.. its Rosemead
Community Development Commission Redevelopment Project No.1. Tax Allocation Bonds
Series 2006A (the "Series 2006A Bonds ), pursuant to the Original Indenture arid a First
Supplement to Indenture (the "First Supplemental Indenture ), between the Commission and the
Trustee, for the purpose of financing and/or refinancing portions of the Project, including the
refunding of a portion of the Series 1993A Bonds, and to pay costs of issuance relating to the
Series 2006A Bonds;
WHEREAS, the Commission intends to provide for the issuance of its Rosemead
Community Development Commission Redevelopment Project No.1 Tax Allocation Refunding
Bonds, Series 2006B (the "Series 2006B Bonds ), pursuant to the Original Indenture, the "First
Supplemental Indenfure and a Second Supplement to Indenture (the "Second Supplemental
Indenture ), between the Commission and the Trustee, for the purpose of financing and/or
- WEST:260114344.
41555-9 WWBfWWB
refinancing portions of the Project, including the remaining Series 1993A Bonds, and to pay
costs of issuance relating to the Series 2006B Bonds;
WHEREAS, the CommIssion proposes to seil the Series 2006B Bonds to Piper Jarfray,
as underwriter (the "Underwriter ), pursuant to a Purchase Contract (the "Purchase Contract"
between the Commission and the Underwriter;
WHEREA~, the purchase by the Underwriter of the Series 2006B Bonds will result in
significant public benefits in the form of demonstrable savings in effective interest rates, and the~
more efficient delivery of local agency services;
WHEREAS, a form of the Preliminary Official Statement (the "Preliminary Official
Statement") to be distributed in connection with the public offering of the Series 2006B Bonds
has been prepared;
WHEREAS, Rule l5c2-12 promulgated under the Securities Exchange Act of 1934
Rule 15c2-12") requires that, in order to be able to purchase or sell the Series 2006B Bonds
the Underwriter must have reasonably determined that the Commission has undertaken in a
written agreement or contract for the benefit of the holders of the Series 2006B Bonds to provide
disclosure of certain financial information and certain material events on an ongoing basis;
WHEREAS, in order to cause such requirement to be satisfied, the Commission desires
to execute and deliver a Continuing Disclosure Agreement (the "Continuing Disclosure
Agreement"); and
WHEREAS, . the Commission has been presented with the form of each document
referred to herein relating to the financing contemplated hereby, and the Commission has
examined and approved each document and desires to authorize and direct the execution of such
documents and the consummation of such financing;
NOW, THEREFORE, BE IT RESOLVED BY THE ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION, AS FOLLOWS:
Section 1.The foregoing recitals are true and correct and the Commission hereby so
finds and determines.
Section 2.The issuance of not to exceed $26 000 000 aggregate principal amount of
Rosemead Community Development Commission, Redevelopment Project No., Tax Allocation
Refunding Bonds, Series 2006B is hereby approved.
Section 3.The form of the Second Supplemental Indenture, on .file with the Secretary
of the Commission and incorporated into this Resolution by reference, is hereby approved. The
Chair of the Corn.n1ission, the Vice-Chair of the Commission, the Executive Director of the
Commission, the Finance Officer of the Commission, the Deputy Executive Director of
Community Development of the Commission, the Secretary of the Corlunission, or such other
officer or employee of. the Commission as the Executive Director may designate (the
Authorized Officers ), are each hereby authorized and directed, for and in the name and on
behalf of the Commission, to execute and deliver the Second Supplemental Indenture in
- WEST:260114344.
41555-9 WWB/WWB
substantially the form on file with the Secretary and presented to this meeting, with such
additions thereto or changes or insertions that hereafter become necessary in the interest of the
Commission and which are approved by the Authorized Officer executing the same, in
consultation with the Commission s bond counsel, such, approval to be conclusively evidenced
by such execution and delivery.
Section 4.The form of Purchase Contract relating to the Series ' 2006B Bonds
between the Underwriter and the Commission, on file with the Secretary of the Commission and
incorporated into this Resolution by reference, is hereby approved. The Authorized Officers are
each hereby authorized and directed, for and in the name and on behalf of the Commission, to
accept the offer to purchase the Series 2006B Bonds as reflected in the Purchase Contract and to
execute and deliver the Purchase Contract in substantially the form on file with the Secretary and
presented to this meeting, with such additions thereto or changes or insertions that hereafter
become necessary in the interest of the Commission and which are approved by the Authorized
Officer executing the same, in consultation with the Commission s bond counsel, such approval
to be conclusively evidenced by the execution and delivery of the Purchase Contract; provided
however, that the net present value savings as a result of the refunding of the Series 1993A
Bonds is at least equal to 5% of the principal amount ofthe Series 1993A Bonds being refunded.
Section 5.The form of Continuing Disclosure Agreement relating to the Series
2006B Bonds, on file with the Secretary of the Commission and incorporated into this
Resolution by reference (the "Continuing Disclosure Agreement"), is hereby approved. The
Authorized Officers are each hereby authorized and directed, for and in the name and on behalf
of the Commission, to execute and deliver the Continuing Disclosure Agreement in substantially
the form on file with the Secretary of the Commission, with such additions thereto or changes or
insertions that hereafter become necessary in the interest of the Commission and which are
approved by the Authorized Officer executing the same, in consultation with the Commission
bond" counsel, such approval to be conclusively evidenced by the execution and delivery of the
Continuing Disclosure Agreement.
Section 6.The form of Preliminary Official Statement relating to the Series 2006B
Bonds, on file with the Secretary of the Commission and incorporated into this resolution by
reference, is hereby approved. The Authorized Officers are each hereby authorized and directed
to execute a certificate deeming the Preliminary Official Statement final as of its date, except for
certain final pricing and related information, pursuant to Securities Exchange Commission Rule
15c2-l2. The Underwriter is hereby authorized to distribute the Preliminary Official Statement
as so. deemed final to prospective purchasers of the Series 2006B Bonds. The Authorized
Officers are each hereby authorized and directed, for and in the name and on behalf of the
Commission, to execute a final Official Statement (the "Official Statement") in substantially the
form of such deemed final Preliminary Official Statement, including such final pricing and
related information and with such additions thereto or changes therein as hereafter become
necessary in the interest of the Commission and which are approved by the Authorized Officer
executing the same, such approval to be conclusively evidenced by the execution and delivery of
such Official Statement. The Underwriter is hereby authorized to distribute copies of said final
Official Statement to all actual purchasers of the Series 2006B Bonds.
- WEST:260114344.
41555-9 WWBfWWB
Section 7.The Chair, Vice-:Chair, Executive Director, General Counsel, Treasurer
Secretary and all other officers, agents and employees of the Commission are hereby authorized
and directed, in the name and on behalf of the Commission, to take such actions, execute and
deliver such documents and certificates, including an escrow agreement with respect to the
refunding of the Series 1993A BoI?-ds, a tax certificate and certificates. relating to the Official
Statement, and do any and all things which they, or any of them, deem necessary or desirable to
accomplish the lawful issuance, sale and delivery of the Series 2006B Bonds in accordance with
the Original Indenture, the First Supplemental Indenture, the Second Supplemental Indenture, the
Official Statement, this Resolution and all related documents.
Section 8.This Resolution shall become effective immediately upon its passage.
, Nina Castruita, Secretary of the Rosemead Community Development Commission
hereby certify that the foregoing resolution was duly and regularly introduced and adopted at a
regular meeting of said Commission held on November 14 2006, by the following vote, to wit:
AYES:
NOES:
ABSENT:
Secretary Community Development Commission
unity Develop' ent Commission
- WEST:260114344.
41555-9 WWBIWWB
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF ROSEMEAD
SS.
, Nina Castruita, Secretary of the Rosemead Community Development
Commission, do hereby certify that the foregoing Resolution No. 2006-25 being:
RESOLUTION OF THE ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $26 000 000
OF THE COMMISSION'S REDEVELOPMENT PROJECT NO.1 TAX ALLOCATION
REFUNDING BONDS , SERIES 2006B AND THE EXECUTION AND DELIVERY OF
A SECOND SUPPLMENT TO INDENTURE, A PURCHASE CONTRACT, A
CONTINUING DISCLOSURE AGREEMENT AND AN OFFICIAL STATEMENT IN
CONNECTION THEREWITH AND AUTHORIZING RELATED ACTIONS
was duly and regularly approved and adopted by the Rosemead Community
Development Commission on the 14th of November 2006 by the following vote
to wit:
Yes: CLARK, IMPERIAL, NUNEZ, TAYLOR, TRAN No: None Absent: None
Abstain: None
JJMh ~&N
Nina Castruita
Commission Secretary
$24 230 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
T AX ALLOCATION REFUNDING BONDS
SERIES 2006B
CERTIFICATE OF CITY CLERK REGARDING RESOLUTION NO. 2006-
1 Nina Castruita, hereby certify that 1 am the City Clerk of the City of Rosemead, a
public body, corporate and politic, organized and existing under and by virtue of the laws of the
State of California(the "City ), and that as such, 1 am familiar with the facts herein certified and
authorized and qualified to execute the same on behalf of the City.
1 hereby certify that the attached resolution is the full, true and correct copy of Resolution
No. 2006-, adopted at a regular meeting of the members of the City Council of the City (the
City Council") held on November 2006, of which meeting all of the members of the City
Council had due notice and at which a quorum was present and acting throughout.
1 hereby further certify that 1 have carefully compared the same with the original
resolution as so adopted at said meeting and entered in the minutes of the meeting of the City
Council on file and of record in my office and that it is a full, true and correct copy of said
resolution; and that said resolution has 11ot been amended, modified or rescinded since the date of.
adoption and is now in full force and effect.
Dated: December 21 2006
CITY OF ROSEMEAD
By: JJ~
Nina Castruita, City Clerk
OHS West:260121547
RESOLUTION NO. 2006-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD
APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED
$26,000,000 AGGREGATE PRINCIPAL AMOUNT OF ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION REDEVELOPMENT
PROJECT NO.1, TAX ALLOCATION REFUNDING BONDS, SERIES
2006B
WHEREAS, the Rosemead Community Development Commission (the "Commission
has authorized the issuance and sale of not to exceed $26 000 000 aggregate principal amount of
its Redevelopment Project No., Tax Allocation Refunding Bonds, Series 2006B (the "Series
2006B Bonds ), for the purpose of providing funds to aid in financing and/or refinancing
redevelopment activities in connection with the Commission s Redevelopment Project No.
including the refunding of certain outstanding bonds, pursuant to an Indenture, by and between
the Commission and U.S. Bank National Association (the "Trustee ), as successor trustee, as
amended and supplemented by a First Supplement to Indenture and a Second Supplement to
Indenture, each between the Commission and the Trustee (collectively, the "Indenture
);.
WHEREAS, the Commission proposes to sell the Series 2006B Bonds to Piper Jaffray, as
underwriter (the "Underwriter ), pursuant to a Purchase Contract (the "Purchase Contract"
between the Commission and the Underwriter; and
WHEREAS, the City hereby finds that the use of the Act to assist the Commission in
financing and/or refinancing the Redevelopment Project will result in significant public benefits
in the form of demonstrable savings in effective interest rates, and the more efficient delivery of
local agency services;
NOW THEREFORE, BE IT RESOLVED by the City Council of the City of
Rosemead, as follows:
Section 1.The foregoing recitals are true and correct and the City Council hereby
finds and determines.
Section 2.The issuance and sale of not to exceed $26 000 000 aggregate principal
amount of the Series 2006B Bonds by the Commission, in accordance with the terms and
conditions set forth in the Indenture. is hereby approved.
- WEST:260114425.1
41555-WWB/WWB
Section 3.This resolution shall take effect from and after its adoption and approval.
, Nina Castruita, Clerk of the City of Rosemead, hereby certify that the foregoing
resolution was duly and regularly introduced and adopted at a regular meeting of the City
Council of the City of Rosemead held on November 2006 by the following vote, to wit:
AYES:
NOES:
ABSENT:
- WEST:260114425.
41555-9 WWB/WWB
jJ~
City Clerk RosemeadCity Council
STATE OF CALIFORNIA
COUNTY OF LOS ANGELES
CITY OF ROSEMEAD
SS.
, Nina Castruita, City Clerk of the City ,of Rosemead, do hereby certify that the
foregoing Resolution No. 2006-35 being:
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROSEMEAD
APPROVING THE ISSUANCE AND SALE OF NOT TO EXCEED $26 000 000
AGGREGATE PRlNCIP AL AMOUNT OF ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION REDEVELOPMENT PROJECT NO., TAX
ALLOCA nON REFUNDING BONDS, SERIES 2006B
was duly and regularly approved and adopted by the Rosemead City Council on
the 14th of November 2006, by the following vote to wit:
Yes: CLARK, IMPERIAL, NUNEZ, TAYLOR, TRAN
No: NONE
Absent: NONE
Abstain: NONE
JJ~
Nina Castruita
City Clerk
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CER TIFI CA TE OF SECRETARY REGARD IN G INDENTURE
, Nina Castruita hereby certify that I am the Secretary of the Rosemead Community
Developlnent Commission, a public 'body, corporate and politic organized and existing under
and by -virtue of the laws of the State of California (formerly the Rosemead Redevelopment
Agency, t~e "Commission ), and that as such, I am familiar with the facts herein certified and
authorized and qualified to execute the same on behalf of the Commission.
I hereby certify 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
Banl( and Trust Company of California, N., as predecessor trustee which has not been
amended supplemented or modified except by the First Suppl~ment to Indenture dated as of
March 1 , 2006 by and between the Commission and U.S. Bank National Association, as
successor trustee (the "Trustee ), and the Second Supplement to Indenture, dated as of December
2006, by and between the Commission and the Trustee.
Dated: December 21 2006
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
Nina Castruita, Secretary
OHS West:260121547.
LAl-56146.
ROSEMEAD REDEVELOPMENT AGENCY
and
STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N. A.
as Trustee
IND ENTURE
Dated as of October 1.1993
Relating to
Rosemead Redevelopment Agency
Redevelopment Proj ect Area No.
Tax Allocation Bonds Series 1993A
And
Rosemead Redevelopment Agency
Redevelopment Proj oct Area No.
Taxable Tax Allocation Refunding Bonds Series 1993B
TABLE OF CONTENTS
Page
Parties .
Recitals
. .
ARTICLE I
EFINITI 0 N S; EQ U AL S BC URITY
SECTION 1.01. Defmitions .
. .
. 2
SECTION 1. 02 . :Equal Security
. .
. 15
ARTICLE n
THE BONDS; SERIES 1993 BOND PROVISIONS
SECTION 2.01. Authorization . 16
SECTION 2.02. Tenns of Series 1993 Bonds
. .
. 16
SECTION 2.03. Fonn of Series 1993 Bonds . 17
SECTION 2.04. Redemption of Series 1993 Bonds; Selection of Bonds;
Purchase in Lieu of Redemption; Notice
. .
. 18
Execution of Bonds
. .
' 21
Transfer and Registration of Bonds
. .
. 21
Exchange of Bonds . 22
Bond Registration Books
. '
Mutilated, Destroyed Stolen or Lost Bonds . 22
Temporary Bonds e . . 23
VaIidity of Bonds . 23
Book-Entry System . 23
SECTION 2.05.
SECTION 2.06.
SECTION 2.07'
SECTION 2.08.
SECTION 2.09.
SECTION 2.10.
SECTION 2.II.
SECTION 2.12.
ARTICLE ill
ISSUANCE OF SERIES 1993 BONDS;
APPUCA TION 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
LAl-56146.
Accounts
" "
Page
ARTICLE IV
ISSUANCE OF ADDITIONAL BONDS
SECTION 4.01. Conditions for the Issuance of Additional Bonds . 26SECTION 4.02. Procedure for the Issuance of Additional Bonds . 28, SECTION 4.03. Limit on Indebtedness . 29
SECTION 5.01.
SECTION 5.02.
SECTION 5.03.
SECTION 5.04.
SECTION 5.05.
SECTION 5.06.
SECTION 5.07.
ARTICLE V
PLEDGED TAX REVENUES; CREATION OF FUNDS
Pledge of Pledged Tax Revenues . 29Special Fund; Debt Service Fund; Receipt and Deposit of
Pledged Tax Revenues . 29Establishment of Funds
~ .
. 30Redevelopment Fund
~ . .
. 30Expense Fund . 31
(Intentionally left blank. . 31Establishment and Maintenance of Accounts for Use
, Moneys in the Debt Service Fund . 31SECTION 5.08. Investment of Moneys in Funds and Accounts . 34
SECTION 6.01.
SECTION 6.02.
SECTION 6.03.
SECTION 6.04.
SECTION 6.05.
SECTION 6.06.
SECTION 6.07.
SECTION 6.08.
SECTION 6.09.
SECTION 6.10.
SECTION 6.11.
SECTION 6.12.
SECTION 6.13.
SECTION 6.14.
SECTION 6.15.
SECTION 6.16.
SECTION 6.17.
LAl-56146.
ARTICLE VI
COVENANTS OF THE AGENCY
Punctual Payment . 35Against Encumbrances
. .
. 35Extension or Funding of Claims for Interest . 35Management and Operation of Properties . 36Payment of Claims . 36Books and Accounts; Financial and Project Statements . 36Protection of Security and Rights of Owners . 37Payment of Taxes and Other Charges
. .
. 37Financing the Project
. '
. 37 Taxation of Leased Property
. .' . .
. 37Disposition of Property in Project Area . 38Amendment of Redevelopment Plan
. .
. 38Pledged Tax Revenues . 39Further Assurances
. .
. 39Tax Covenants; Rebate Fund . 39Agreements with Other Taxing Agencies . 40Annual Review of Pledged Tax Revenues . 40
. .
SECTION 7.01.
SECTION 7.02.
SECTION 7.03.
SECTION 7.04.
SECTION 7.05.
SECTION 7.06.
SECTION 7.07.
SECTION 7.08.
SECTION 7.09.
SECTION 7.10.
SECTION 7.11.
SECTION 7.12.
Page
UTICLE VII
THE TR US TEE
Appointment of Trustee
. .
. 41
Acceptance of Trusts
Fees Charges and Expenses of Trustee . 44
Notice to Bond Owners of Default
Intervention by Trustee
" .
Removal of Trustee 0 44
Resignation by Trustee
Appointment of Successor Trustee
. .
0 . . 45
Merger or Consolidation
. .
0 . . 45
Concerning any Successor Trustee 0 . . 45
Appointment of Co-Trustee 0 .
Limited Liability of Trustee
. .
0 .
ARTICLE
AMEND MENT 0 F THE IND ENTURE
SECTION 8.01. Amendment Requirements. .0 .
SECTION 8.02. DisquaIified Bonds
. .
SECTION 8.03. Endorsement or Replacement of Bonds After
Amendment 0 .
SECTION 8.04. Amendment by Mutual Consent . 49BCTI ON 8.05. Opinion of Counsel 0 .
SECTION 9.01.
SECTION 9.02.
SECTION 9.03.
SECTION 9.04.
SECTION 9.05.
SECTION 9.06.
SECTION 9.07.
SECTION 9.08.
SECTION 9.09.
LA1-S6146.
ARTICLE IX
EVENTS OF DEFAULT AND REMEDIES OF OWNERS
Events of Default and Acceleration of Maturities
. .
' 4
Application of Funds Upon Acceleration
. '
. 50
Other Remedies of Owners . 51
Non-Waiver 0 . . 51
Actions by Trustee as Attorney-in-Fact . 52Remedies Not Exclusive . 52
Owners ' Direction of Proceedings . 52Limitation on Owners' Right to Sue 0 . . 52
Bond Insurer s Direction of Proceedings
. .
. 53
. . .
ill
Page
ARTICLE X
DEFEASANCE
SECTION 10.01. Discharge of Indebtedness
. .' .
. 53
SECTION 10.02. Unclaimed Moneys . 55
ARTICLE XI
1\fiS CELLANEO US
Liability of Agency ,Limited to Pledged Tax Revenues . 55
Benefits of Indenture Limited to Parties . 56
Successor Is Deemed Included in All References
to Predecessor
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 . 57SECTION 11.08. Notice to Bond Insurer . 58
SECTION 11.09. ' Funds and Accounts
. .. .
. 58SECTION 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
. '~ . ~ .
. 59SECTION 11.14. Governing Law
~ .
. 59
SECTION 11.15. Notices 8 . 0 .
EXECUTION 0 . . 61
SECTION 11.01.
SECTION 11.02.
SECTION 11.03.
APPENDIX A FORM OF BOND . A-
LAl-56146.
INDENTURE
THIS INDENTURE (the "Indenture ) is made and entered into as of October 1
1993 by and between the ROSEMEAD REDEVELOPMENT AGENCY, a public body,corporate and politic organized and existing under and by virtue of the laws of the State ofCalifornia (the "Agency
),
and State Street Bank and Trost Company California, N., abanking cotporation duly organized and existing under the laws of the State of California andauthorized to accept and execute trusts of the character herein set forth with a corporate trustoffice located in Los Angeles, California, as trustee (the "Trustee
WITNES SETH:
WHEREAS , the Agency is a redevelopment agency, a public body, corporate andpolitic, duly created, established and authorized to transact bu siness and exercise its powers, allunder and pursuant to the Co mm unity Redev elopm ent 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 powersof such agency include the power ,to issue bonds for any of its corporate puIposes; and
WHEREAS , a redevelopment plan for a redevelopment project known anddesignated 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 dulycomplied with; and
WHEREAS, the plan contemplates that the Agency will issue its bonds to fmance
or refmance a portion of the cost of such redevelopment; and
WHEREAS, the Agency has heretofore authorized and issued (i) $14 930 000aggregate principal amount of its Rosemead Redevelopment Agency Project Area No.1 TaxAllocation Notes, Series 1987 (the Series 1987 Notes
" )
and (ii) $11 725 , 240. 05 aggregateprincipal amount of Rosemead Redevelopment Agency, Redevelopment Project Area No.
Subordinate Lien Tax, Allocation Bonds Series 1991 (the "Series 1991 Bonds
),
each for thepurpose of fmancing portions of the Agency s Redevelopment Project No.1; and
WHEREAS , the Agency, by Resolution No. 93-, adopted October 12, 1993 (theResolution
),
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 BondsSeries 1993A (the "Series 1993A Bonds ), for the purpose of reimancing portions of the
redevelopment project by refunding the Series 1991 Bonds and fmancing certain additionalredevelopment projects; and
WHEREAS , the Agency, by Resolution No. 93-, adopted October 12 , 1993 (the.. Resolution
),
authorized the issuance of not to exceed three million two hundred thousanddollars ($3 ,200 000) aggregate principal amount of its Redevelopment Project Area No.Taxable Tax Allocation Refunding Bonds, Series 1993B (the "Series 1993B Bonds ), for thepurpose ofrefmancing 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
LAl-56146,
WHEREAS, the Agency has' detennined to issue the Series 1993A Bonds and theSeries 1993B Bonds (collectively,' the "Series 1993 Bonds pursuant to this Indenture and tosecure the Series 1993 Bonds in the manner provided herein; and
WHEREAS , the Agency has detennmed that all things necessary to cause theSeries 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 tenus andto constitute this Indenture a valid agreement for the uses and purposes herein set forth inaccordance with its tenDs, have been done and taken, and the creation execution and deliveryof this Indenture and the creation, execution and issuance of the Series 1993 Bonds subject tothe tenns hereof, have in all respects been duly authorized;
NOW THEREFORE, TIllS INDENTURE WITNESSETII, that in order to securethe payment of the principal of, and the interest and premium, if any, on, all Bonds at any timeissued and Outstanding under this Indenture, according to their tenor, and to secure theperformance and 0 bserv ance of all the covenants and co nditi ons therein and herein set forth, andto declare the tenns and conditions upon and subject to which the Bonds are to be issued andreceived, 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 valuablecon siderations , the receipt whereof is hereby acknowledged, the Agency does hereby covenantand agree with the Trustee, for the benefit of the respective holders from time to time of theBonds, as follow
ARTICLE
DEFINITIONS; EQUAL SECURITY
SECTION 1.01. Definitions. Unless the context otherwise requires, the tennsdeified in this Section shall for all purposes of this Indenture and of the Bonds and of anycertificate, opinion, report request or other document herein or therein mentioned have themeanings herein specified.
Agency
The tenD "Agency " means the Rosem ead Redevelop men t Agency, a public body,corporate and politic, duly organized and existing under and pursuant to the Law.
Annual Debt SelVice: Average Annual Debt SelVice; Maximum Annual Debt Service
The tenn "Annual Debt Service" means, for each Bond Year, the sum of (1) theinterest falling due on all Outstanding Bonds in such Bond Year, assuming that all OutstandingSerial Bonds are retired as scheduled and that all Outstanding T enn Bond s , if any, are redeemedfrom the Sinking Account, as may be scheduled (except to the extent that such interest is to bepaid fro In the proceeds of sale of any Bonds), (2) the principal amount of the Outstanding SerialBonds, if any, rnaturin g by their tenn s in such Bond Year, and (3) the minim urn am ou n t of sue Outstanding Tenn Bonds required to be paid or called and redeemed in such Bond Year.
LAl-56146.
Annual Debt Serv~ce" 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 tenDS 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
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 tenD " Average Annual Debt Service" means the average Bond Year Annual
Debt Service over all Bond Years.
The tenn "Maximuln Annual Debt Service" means the largest Annual Debt
Service during the period from the date of such detennination through the fmal maturity date of
any Outstanding Bonds.
Authorized Investments
The tenn "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 fonn 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 onI y pennitted
if they have been stripped by the agency itself):
u. S. Export - ImpoIt Bank (Eximbank)
Direct obligations of fully guaranteed certificates of beneficial ownership
2. Fanners Home Administration (FHA)
Certificates of beneficial ownership
Fede~l Financing Bank
Federal Housing Administration Debentures (FHA)
General Services Administration
Participation certificates
Government National Mortgage Association (GNMA or 11 Ginnie Mae
LAl-56146.
GNMA - g~aranteed mortgage-backed bonds
GNMA - guaranteed pass-through obligations
u. S. Maritime Administration
Guaranteed Title XI fInancing
s. Demrtment of HoQsing and Urban Development (HUD)Project Notes
Local Authority Bonds
New Communities Debentures - u. S. Government guaranteed debentures
S. Public Housing Notes and Bonds - U.S. government guaranteedpublic 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 pennitted if they have been stripped by the agency itself and written
confmnation thereof is provided by the Agency to the Trustee):
Federal Home Loan Bank System
Senior debt obligations
F edenU. Home Lo~n Mort~e Corp ration (FHLM C or "Freddie Mac
Participation Certificates
Senior debt obligations
FedenU. NationaJ Mortgage Association (FNMA or "Fannie Mae
Mortgage-backed securities and senior debt obligations
SWdent Loan Marketing Association (SLMA or "Sallie Mae
Senior Debt obligations
Resolution Funding COl12.:.(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-, 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 loanassociations or mutual savings banks. The collateral must be held by a third party and theOwners must have" a perfected flIst 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-tenn obligations arerated
+"
or better by S&P or "I" or better by Moody
LAl-56146.
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
or "l It or better by S&P.I. Bonds or notes issued by any state or municipality which are rated
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 tenn of one year of
any b~ which has an unsecured, uninsured and unguaranteed obligation rating of "Prime - 1 II
or "A3" or better by Moody s and "I" or "A" or better by S&P.
K. Repurchase agreements providing for the transfer of securities from
dealer bank or securities fmn (seller/borrower) to the Trustee (buyer/lender), and the transferof cash from the Trustee to the dealer bank or securities imn with an agreement that the dealer
bank or securities fmn 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.
Repurchase Agreements must be between the mynicimI entity or Trus~
and a dealer bank or securities fmn
Priman..dealers on the Federal Reserve reporting dealer list mch
are rated A or better by S&P and Moody , or
Banks rated A" or above by S &P and Moody
. 2.Each relLurchase agreement contract must, be in writing and must include
!he followin~
Securities which are acceptable for transfer are
(1)
(2)
Direct u. S. governments, or
Federal agencies backed by the full faith and credit of the
u. S. government (and FNMA & FMAC)
The term of each repurch~se agreement may be up to 30 days
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-S6146.
Valuation of Collateral
(1)The securities must be valued weekly, marked-ta-market
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 fInn 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
% .
l&gal opinion w Web 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
pennitted 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 pennitted 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 tenn "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, Tenn Bonds
The tenD "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 tenD "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 tenD "Series 1993 Bonds means the Series 1993A Bonds and, the Series
1993B Bonds.
LAl-56146.
The tenn "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 II Serial Bonds " means Bonds for which no mandatory sinking account
payments are provided.
The tenD "Tenn 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.
Bonq Insqrance Policy
The term Bond Insurance Policy It 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 tenn "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 deified in the manner set forth
in the Tax Certificate.
Book-Entry Bonds
The tenD "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 tenDS and provisions of
Section 2.12 hereof.
Business Da.x
The tenD "Business Day" has the meaning set forth in Section 11.13.
Ceqificate of the Agency
The tenD "Certificate of the Agency It 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 tenn "City" means the City of Rosemead, California.
LA 1-56146.
Code
The tenn "Code" means the Internal Revenue Code of 1986, and any regulations
promulgated thereunder.
Consultant's Report
The tenn " 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 fmn making or giving such report has read
the pertinent provisions of this Indenture to which such report relates;
(2) brief statement as to the nature and scope of the examination or
investigation upon which the report is based; and
(3) statement that, in the opinion of such person or fmn, sufficient
examination or investigation was made as is necessary to enable said IndependentFinancial Consultant or Independent Redevelopment Consultant to express an infonned
opinion with respect to the subject matter referred to in the report.
County greement
The tenn If County Agreement If means that certain agreement for reimbursement
of tax increment funds by and among the Agency, the County of Los Angeles, the ConsolidatedFire Protection District and the Los Angeles County Public Library.
, Dated Date
The tenn "Dated Date" means, with respect to any Series of Bonds, the dated dateof such Bonds as specified in the Supplemental Indenture establishing such Series of Bonds, orwith respect to the Series 1993 Bonds October 1 1993.
Depository
The tenn "Depository" means the securities depository acting as Depository
pursuant to Section 2.12 hereof.
DTC
The tenD IfDTC" means The Depository Trust Company, New York, New Yorkand its successors and assigns.
...
LAl-56146.
Escrow Agreement Series 1987
The tenn "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 tenD "Escrow Agreement, Series 19,91" 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., as escrow agent, providing for the defeasance of the Series
1991 Bonds.
Federal Securities
The tenn "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 Y ear
The tenD
..
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 Trn stee.
Housing Fund
The tenD "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 tenD "Indenture" means this Indenture and all Supplemental Indentures.
Independent CertifiecJ Public Accountant
The tenD "Independent Certified Public Accountant" means any certified public
accountant or fmn of such accountants duly licensed and entitled to practice and practicing
such under the laws of the State of California, appointed and paid by the Agency, and who , or
each of whom:
(1)
(2)
is in fact independent and not under the domination of the Agency;
does not have any substantial interest, direct or indirect, with the Agency;
and
LAl-56146.
(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 tenn "Independent Financial Consultant" means a fmancial consultant or lInn
of such consultants generally recognized to be well qualified in the :fmancial consulting fieldappointed 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 w horn:
(1)
(2)
is in fact independent and not under the domination of the Agency;
and
does not have any substantial interest, direct or indirect, with the Agency;
(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 ReQevelopment Consl!.ltaill
The tenn "Independent Redevelopment Consultant" means a consultant or finn
of such consultants generally recognized to be well qualified in the field of consulting relating
to tax allocation bond fmancing by California redevelopment agencies appointed and paid bythe Agency, and who, or each of whom:
(1)
(2)
is in fact independent and not under the domination of the Agency;
and
does not have any substantial interest, direct or indirect, with the Agency;
(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.
Infonnation Services
The term "Information Services " means Financial Information, Inc.s "DailyCalled Bond Service " 30 Montgomery Street, 10th Floor Jersey City, New Jersey 07302
Attention: Editor; Kenny Infonnation Services
' "
Called Bond Service " 55 Broad Street 28thFloor, New York, New York 10004; Moody Municipal and Go ve rom en t " 99 ChuTe h Street
8th Floor, New York, New York 10007 Attention: Municipal News Reports; and S&P "CalledBond Record " 25 Broadway, 3rd Floor New York New York 10004; or to such other
addresses and/or such other services providing infonnation with respect to called bonds as the
Agency may designate to the Trustee in writing.
LAl-56146.
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.
Investmen t Agreemertl
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
California (being Part 1 of Division 24 of the Health and Safety Code of the State of California
as amended), and a11 1aws amendatory thereof or supplemental thereto.
I&tter 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.
Moodp
The term "Moody n 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 II when used as of any particular time with reference to
Bonds , means (subj ect to the provisions of Section 8.02) all Bonds except --
LA 56146.3
(1) Bonds there~ofore canceled by the Trustee or surrendered to the Trustee
for cancellation;
(2)
10.01; and
Bonds paid or deemed to have been paid within the meaning of Section
(3) Bonds in lieu of or in substitution for mch other Bonds shall have been
. authorized, executed, issued and delivered by the Agency pursuant to this Indenture.
Owner
The tenn "Owner" means the registered owner of any Outstanding Bond.
Parti ilL
The tenD "Participants means those broker-dealers banks and other fmancialinstitutions from time to time for which the Depository holds Book-Entry Bonds as securitiesdepostto~
1991 Prior Indenture
The tenn "1991 Prior Indenture" means that certain Indenture, dated as of
September 1 , 1991 , between the Agency and State Street Bank and Tru st Company of California
N. , as trustee, as heretofore amended or supplemented.
1987 Prior Resolution
The tenn "1987 Prior Resolution " means that certain resolution adopted by theAgency on August 11, 1987, as the same may heretofore have been supplemented or amended.
Pledged Tax Revenues
The tenn "Pledged Tax Revenues " means, for each Fiscal Year, the taxes(inelo ding, except to the extent limited by law, all pa ym ents , reimbursements and subventionsif 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 theProject Area excluding (a) amounts, if any, required to be deposited by the Agency in theHousing Fund and used for certain housing purposes, provided, however, that such amountsshall not be excluded if and to the extent that the Agency makes such amounts available Pledged Tax Revenues, (b) am un ts, if any, payable pursuant to the County Agreem en t, but only
to the extent such amounts are not subordinated to the payment of debt service on the Bondsand (c) amount, if any, received by the Agency pursuant to Section 16111 of the GovernmentCode, as provided in the Redevelopment Plan.
LAl-56146.
Principal Payment Date
The tenD "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.
Proj oct
The tenD "Project" means the undertaking of the Agency pursuant to theRedevelopment Plan and the Law for the redevelopment of the Proj oct Area.
Pro~ Are3:
The tenn "Project Area" means the project area described in the Redevelopment
Plan, known as the Redevelopment Project Area No.
Qya1ified Reserve Instrument
The tenD "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
07(4)(c).
Record Date
The tenn "Record Date" means the 15th. day of the month next preceding each
Interest Payment Date.
Redevelopment Plan
The tenn "Redevelopment Plan means the Redevelopment Plan for
Redevelopment Project Area No.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
1991 Bonds.
The tenn "Refunded Bonds" means (i) the Series 1987 Notes and (n) the Series
Reserve Account Requirement
The tenn "Reserve Account Requirement" means, as of any calculation date, anamount equal to the least of (i) ten percent (10%) of the amount (within the meaning ofSection 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 (ill) Maximum Annual Debt SelVice of such Bonds;
LAl-56146.
provided, that for the purposes of ~uch 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 tenD "S&P" means Standard & Poor s Corporation.
Securities Depositories
The tenD "Securities Depositories" means: The Depository Trust Company, 711
Stewart Avenue Garden City, New York 11530, Fax-(516) 277-4039 or 4190; MidwestSecurities Trust Company, Capital Structures-Call Notification 440 South LaSalle StreetChicagoIllinois 60605 , Fax-(312) 663-2343; Philadelphia Depository Trust Company,
ReorganizationDivision, 1900 Market Street, Philadelphia, Pennsylvania 19103 , Attention: BondDepartment, Dex-(215) 496-5058; or to such other addresses and/or such other securitiesdepositories as the Agency may designate to the Trustee in writing.
Series
The tenD "Series It , when used with reference to the Bonds, means all of the Bondsauthenticated 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 Bondsthereafter authenticated and delivered in lieu of or in substitution for such Bonds pursuant to this
Indenture.
Series 1987 Notes
The Tenn "Series 1987 Notes means the Rosemead Redevelopment Agency
Proj oct 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 Ins1:4llment
The tenD "Sinking Account Instalhnent" 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 Tenn Bonds of any particular Series on or prior to their respective statedmaturities.
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.
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fumplemental Indenture
The tenn
, '
Supplemental Indenture" means any indenture then in full force and
effect which has been entered into by the Agency and the Trustee, amendatory of
supplemental to this Indenture; but only if and to the extent that such Supplemental Indenture
is specifically authorized hereunder.
Tax .Certificate
The tenn "Tax Certificate" means the Tax Certificate dated the date of the
origin~ 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 tenus thereof.
Trustee
The tenn "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 proyided in Section 08.
~en Reqpest of the Agency
The tenn " 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. ual Securit . 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 arid then Outstanding to secure the full and fmal payment of the interesteD 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 perfonned on behaJi 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.
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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 tenDS 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 fmds and detennines that all acts, conditions and things required by
law to exist happen or be perfonned precedent to and in connection with the issuance of the
Series 1993 Bonds do exist . have happened and have been perlonned in due time, fonn 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 fonn provided in thisIndenture. Accordingly, the Agency hereby authorizes the issuance of the Series 1993 Bonds
for the purpose of providing funds to aid in fmancing and refmancing the Project.
SECTION 2.02. Tenns of Series 1993 Bonds (a)(1) The Series 1993A Bondsauthorized t6 be issued by the Agency under and subject to the tenDS 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 (payableon April 1 and October 1 in each year commencing April 1 , 1994), and shall mature andbecome payable on October 1 in each of the years as to principal in the amounts set forth below:
, i Maturity Date
(October
2001
2002
2003
2004'
2005
2006
2007
2008
2009
2010
2011
2018
2033
Principal
Amount
$ 20 000
425 000
445 ,000
465 ,000
490 000
515 000
545 000
570 000
600 000
635 000
665 , 000
805 000
095 ,000
Interest
Rate
4. 60 %
(a)(2) The Series 1993B Bonds authorized to be issued by the Agency under and subject
to the tenns of this Indenture and the Law shall be designated the "Rosemead RedevelopmentAgency Redevelopment Project Area No.1 Taxable ,Tax Allocation Refunding Bonds Series1993B" and shall be in the aggregate principal amount of two million four hundred thirty-fivethousand 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 theyears as to principal in the amounts set forth below:
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Maturity Date
jOctober 1)-
Principal
Amount
Interest
Rate
1994
1995
1996
1997
1998
1999
2000
2001
$ 260 000
265 , 000
280 000
295 000
310 000
330 000
345 000
350 000
5 .20 %
(b) Interest on the Series 1993 Bonds shall be computed on the basis of a 360-dayyear 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 benumbered as detennined by the Trustee. The Series 1993 Bonds shall bear interest from theInterest 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 InterestPayment Date to and including such Interest Payment Date which event they shall bearinterest 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 suchSeries 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 suchSeries 1993 Bonds shall be made to the person w hose 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 itappears on such books, or, upon written request received by the Trustee prior to the ftfteenthday of the month preceding an Interest Payment Date, of an Owner of at least $1 000 000 inaggregate 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
pa Jab Ie upon the surrender thereof at maturity or the earlier redem pti on thereof at the corporate
trost 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. Fonn of Series 1993 Bonds . The Series 1993A Bonds , theauthentication and registration endorsement and the assignment to appear thereon shall
substantially in the fonDS attached hereto as Appendix ", with necessary or appropriatevariations, omissions and insertions as pennitted or required by this Indenture or as required to
distinguish the Series 1993A Bonds from any other Series of Bonds.
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The Series 1993B Bonds, the authentication arid registration endorsement and
the assignment to appear thereon shall be substantially in the fonns attached hereto as Appendix
, with necessary or appropriate variations, omissions and insertions as pennitted or required
by this Indenture or as required to distinguish the Series 1993B Bonds from any other Series of
Bonds.
SECTION 2.04. Redetnmion of Series 1993 Bonds; Selection of Bonds; Purchase
in Lieu of ReQemIW-on;
(a) Qption~ 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 Redemmion Price
October 1 , 2003 through September 30, 2004
October 1 , 2004 through September 30, 2005
October 1 2005 and thereafter
102%
101
100
(b) Mandatory Sinking Fund Redemption The Series 1993A Tenn Bonds
matuJjng 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 Tenn 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:
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Series 1993A Term Bonds Maturing October 1 2018
inking Fund
Redemption Date
(October
Principal Amount of
Tenn Bonds to Be Redeemed
2012
2013
2014
2015
2016
2017
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
.J October
Principal Amount of
Tenn Bonds to Be Redeemed
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033 (maturity)
020 000
080 000
140 000
205 000
270 000
340 000
415 000
495 000
580 000
675 000
765 000
865 000
970 000
080 000
195 000
(c) General Redemmion 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;
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provided, however, that if less thap. all the Outstanding Tenn Bonds of a Series of any maturityare called for redemption at any one time upon the written diIection from the Agency, theTrustee shall specify a reduction in any Sinking Account Installment payments required to bemade with respect to such Bonds (in an amount equal to the amount of Outstanding Tenn Bonds
to be redeemed) which, to the extent practicable, results in approximately equal Annual Debt
Service on the Bonds Outstanding following such redemption.
(2 ) ~rc base in Lieu of Redem ptio n. In lieu of redemption of any T enD Bondamounts 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 Tenn Bonds atpublic or private sale as and when and at such prices (including brokerage and other chargesbut excluding accrued interest, which is payable from the Interest Fund) as the Agency may inits discretion determine, but not in excess of the principal amount thereof plus accrued interestto 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. Theprincipal amount of any Tenn Bonds so purchased by the Trustee in any twelve-month periodending 60 days prior to any Principal Payment Date in any year shall be credited towards and
shall reduce the principal amount of such Tenn Bonds required to be redeemed on such PrincipalPayment Date in such year.
(3) Notice. Notice of redemption shall be mailed by :fIrst class mail by the
Tru stee on behalf and at the expense of the Agency, not less than 30 nor more than 60 cIa y sprior 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 moreInfonnation Services designated in writing to the Trustee by the Agency and (ill) the SecuritiesDepositories. Each notice of redemption shall state the date of such notice, the Bonds to beredeemed, the Series and date of is sue of such Bonds , the redemption date, the redem ptio n pricethe place or places of redemption (including the name and app rop ria te addres s or addresses), theCUSIP 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 am oun t thereof to be redeemed. Each such notice shall also state that such redemptionmay be rescinded by the Agency and that, unless such redemption is so rescinded, on said datethere 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 partonly, together with interest accrued thereon to the redemption date, and that from and after suchredemption date interest thereon shall cease to accrue, and shall require that such Bonds be thensurrendered 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 moreof the Infonnation SeIVices or Securities Depositories, or the insufficiency of any such noticeshall not affect the sufficiency of the proceedings for redemption, The failure of any Owner
LA 1-56146.
, ' . "
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 flXed 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 wassent.
4) PartiaJ 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
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 puIposes 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 fonD 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 tenns, be transferred upon the books required to be kept pursuant 'to the
provisions of Section 2., by the person in whose name it is registered , in person or by his
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duly authorized attorney, upon S ur"t;en de r of sue h Bond for eanee llati on, aceD mpanied by deli very
of a written instrument of transfer in a fonn 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 suchexchange. 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 Registraj:ion Books. The Trustee will keep at its officesufficient 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; andupon 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. M!!tiJMed, Destroyed, Stolen or Lost Bonds. In case any Bondshall 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, andupon 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 incurredby 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 detennine, in exchange and substitution for and uponcancellation 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 beencalled 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.
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Any such replacem~nt 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 ofdetennining the principal amount of Bonds which may be issued
hereunder or for the purpose of detennining 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 defmitive Bonds shall be prepared
the Agency may cause to be executed and delivered in lieu of such defmitive Bonds and subject
to the same provisions, limitations and conditions as are applicable' in the case of de:fmitive
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 fonn, 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 dermitive
Bonds. If the Agency issues temporary Bonds, it will execute and furnish deimitive 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 defmitive 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 f"mancing or refmancing of the Project, or by any contracts made by the Agency in
connection therewith and shall not be dependent upon the completion of the fmancing or
rermancing 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 fonn
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, (n) 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, (ill) 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
LAl-56146.
than an Owner as shown in the bond register, of any amount with respect to principal ofpremium, 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
the absolute Owner of such Book-Entry Bond for the purpose of payment of principal, premiumand 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 suchBond, and for all other purposes whatsoever. The Trustee shall pay all principal of, premiumif any, and interest on the Bonds only to or upon the order of the respective Owner, as shownin the bond register, or his respective attorney duly authorized in writing, and all such paymentsshall be valid and effective to fully satisfy and discharge the Agency s obligations with respectto payment of principal of, premium, if any, and interest on the Bonds to the extent of the sumor sums so paid. No person other than an Owner, as shown in the bond register, shall receivea Bond evidencing the 0 b 1i gati on of the Agency to make pa ym en ts of principal, premium , if any
and interest pursuant to this Indenture. Upon delivery by the Depository to the Trustee andAgency of written notice to the effect that the Depository has detennined to substitute a newnominee in place of the Nominee, and subject to the provisions herein with respect to recorddates, the word Nominee in this Indenture shall refer to such nominee of the Depository.
In order to qualify the Book Entry Bonds for the Depo sitory , s book-entry system
the Agency and the Trustee shall execute and deliver to the Depository a Letter ofRepresentations. The execution and delivery of a Letter of Representations shall not in any wayimpose 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.
addition to the execution and delivery of a Letter of Representations, the Agency and the Trusteeshall take such other actions, not inconsistent with this Indenture, as are reasonably necessaryto qualify Book-Entry Bon~s for the Depository s book-entry program.
In the event (i) the Depository detennines not to continue to act as securitiesdepository for any Series of Book-Entry Bonds, or (n) the Depository shall no longer so act andgives notice to the Trustee of such detennination, then the Agency will discontinue the
book-entry system with the Depository. If the Agency detennines to replace the Depository withanother qualified securities depository, the Agency shall prepare or direct the preparation of anew 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 theDepository, 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 ofSections 2.06 and 2.07 hereof.
Notwithstanding any other provision of this Indenture to the contrary, so long asany Book-Entry Bond is registered in the name of the Nominee, all payments with respect toprincipal of, premium, if any, and interest on such Bond and all notices with respect to such
LA 1-56146.
Bond shall be made and given, re~pectively, as provided in the Letter of Representations or
otherwise instructed by the Depository.
ARTICLE ill
ISSUANCE OF SERIES 1993 BONDS;
APPUCA TION 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
Writt~n Request of the Agency, the Trustee shall authenticate and deliver the Series 1993 Bonds.
SECTION 3.02. Awlication of Proceeds of Sale of Series 1993 Bonds 3J1QAmounts Held Under the 1991 Prior Indenture and the 1987 Prior Resolution -- Allocation
Among ~nd Accoun~
(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., 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
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) RecordkeeIllilg 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.
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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 suchAdditional 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
provision requiring the proceeds of such Additional Bonds to be applied solely for (i) the
purpose of aiding in fmancing the Project, including payment of all costs incidental to
or connected with such fmancing ,and/ or (ii) the purpose of refunding any Bonds or other
indebtedness related to the Project, including payment of all costs incidental to
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 Sinking 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 (ill) 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;
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(5)The denomination and method of numbering of such Additional
Bonds;
(6) The redemption premiums, if any, and the redemption tenus , 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 fonn of such Additional Bonds; and
(11) Su9h 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
amount equal t~ 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 TaxRevenues 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 IlAAA" 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 ofdisquaIifiedBonds described in Section 02) less
a principal amount of Bonds which is equal to moneys on deposit in said escrow fund after each
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such transfer; and (C) Additional Bonds shall be redeemed from moneys remaining on deposit
in said escrow fund at the expiratlon of a specified escrow period in such manner as may be
detennined by the Agency.
(ill) 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 secuntles:
(1) A certified copy of the Supplemental Indenture authorizing the issuance
of such Additional Bonds;
(2)
Bonds;
A Written Request of the Agency as to the delivery of such Additional
(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 tenns (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 ar~ valid and binding special
obligations of the Agency, in accordance with their tenus (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 tenDS 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;
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4) Certificate of the Agency containing such statements as may
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 applicableand 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 SelVice 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 pennitting application thereof for
the purposes and on the tenDS and condjtions 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 tenns thereof.
SECTION 5.02. SpeciaJ ~und; Debt Service Fund; Receipt and Deposit of
Pledged Tax Reven~
There is hereby established a special fund to be known as the Rosemead
Redevelopment Proj ect 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 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 puIposes of the Agency. So long as any Bonds remain Outstanding hereunder
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the Agency shall not have any b~neficial 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.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.Redevelopment Fund" (the "Redevelopment
Fund"), and a special trust fund to be held by the Trustee called the'Rosemead Redevelopment
proj ect No.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 putpose 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 perfonn 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 fmancing or
refmancing 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 imancing or
refmancing. Any balance of money remaining in the Redevelopment Fund after the date of
completion of the fmancing or refmancmg of the Project may be used for any lawful purpose
of the Agency.
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The Agency shall pay moneys from the Redevelopment Fund upon receipt
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 fmancmg or refmancing 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 II 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. ~ense Funq 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 transfelTed to the Agency and deposited by the, Agency in the Redevelopment Fund
established pursuant to Section 03 hereof and pending such transfer and application, the
moneys in such Fund may be invested as pennitted by Section 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.
SECT! ON 06. (Intentionally left blank.
SECTION 07. Establishment ~nd M~tenance 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 othelWise provided in subsection (2) below):
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(1)
(2)
Interest Account;
Principal Account;
(3)
(4)
Sinking Account; and
ReseIVe 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 beco~ing due and payable onall 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 InterestPayment 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 Insta1hnents 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 Instalhnents bear to eachother.
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 Bondsbecoming 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 Fundand 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
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the Sinking Account shall be used by the Trustee to redeem the Tenn 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 f 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 , may deliver to the Trustee an irrevocable
letter of credit issued by a fmancial 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 , 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 tenD 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 (li) deliver an extension of the letter of credit for at least an
additional year, or (ill) 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 T1llstee 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
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, ,
on the letter of credit, the Agency shall make such payments as may be required by the tenus
of the letter of credit or any obligations related thereto (but no less than quarterly pro ratapayments) 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 suchdrawing.
(c) In lieu of making the Reserve Account Requirement in the ReselVeAccount or in replacement of moneys then on deposit in the Reserve Account (w hich shall betransferred 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 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 ReselVe
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 anymodifier) of A.M. Best & Company, S&P and Moody
(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) rplus. If during any Bond Year (i) Pledged Tax Revenues remain in the
Debt Service Fund after providing (or othelWise reserving) for all deposits required by
paragraphs (1) through (3) above during such Bond Year, (n) the amounts on deposit in the
Reserve Account equal the Reserve Account Requirement, (ill) Qualified Reserve Instrumentsif 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 depositin the Debt Service Fund to the Agency to be used for any lC:lwful 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, thePrincipal Account any Sinking Account , the Expense Fund, the Rebate Fund or the ReserveAccount shall be invested by the Trustee in Authorized Investments. In the absence of such
LAl-56146.
instructions, the Trustee shall inyest in the investments described in paragraph (D) of the
defmition 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 fmal 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 detennining the amount on deposit in any fund or account held hereunder, all Authorized
Invest~ents credited to such fund or account shall be valued monthly at the lower of cost
1lJ.()Iket (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
invested in any investment pennitted 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. ~nctual Paymen.1 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 confonnity with the tenDS of the Bonds and of
this Indenture and will faithfully satisfy, observe and perfonn 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
parity with the Bonds payable in whole or in part from the Pledged Tax Revenues (other than
Additional Bo~ds).
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SECTION 6.03. Extension or Funding of Clajrns for Interest In order
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 party 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
extended or funded.
SECTION 6.04. Management an"- Operation of Pro~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 confonnity 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 confonnity 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 ap.d 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 fmancial statement
relating to the Pledged Tax Revenues and all other funds or accounts established pursuant to the
Indenture for the prec~ing 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 fmancial 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 fmancial statement to any Owner upon written
request. The Trustee shall provide such statements with regard to any funds held by the Trustee
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hereunder to the Agency as the Agency may reasonably require to comply with the tenns of this
Section 6.06.
The Agency will pennit the Bond Insurer to discuss the affairs, ffiances 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 pennit 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 stich
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
Ow ner .
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 Char~. Subject to the provisions
of Section 6.10 hereof, the Agency will pay and discharge all taxes, selVice charges, assessments
and other gov emm ental 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 selVice charges assessments or other governmental charges.
SECTION 6.09. Fin&ncing the Pro~The Agency will commence the
fmancing or refmancing of the Proj ect to be aided with the proceeds of the Bonds with all
practicable dispatch, and such imancing will be accomplished and completed in a sound
economical and expeditious manner and in confonnity with the Redevelopment Plan and the Law
so as to complete or refmance the Project as soon as possible.
SECTION 6.10. ~tion of Leased Property. 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
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 tenn 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
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the Agency witWn 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 Are(\. 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 theRedevelopment 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 priordispositions 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 anysuch disposition which, together with all simijar dispositions on or subsequent to the effective
date of the Indenture, shall comprise more than ten per cent (10%) of the land area in theProject Area, it shall cause to be riled 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 proposeddisposition. If the Consultant's Report concludes that the Pledged Tax Revenues will not bematerially reduced by such proposed disposition, the Agency may proceed with such proposed
dispo sition. If the Co nsultan t ' s Report con eludes 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 shallrequire that such new owner or owners either:
(1) Pay to the Agency, so long as any of the Bonds are Outstanding, anamount equal to the amount that would have been received by the Agency as Pledged TaxRevenues if such property were assessed and taxed in the same manner as privately-owned
non-exempt property, which payment shall be made witWnthirty (30) days after taxes for eachyear would become payable to the taxing agencies for non-exempt property and in any eventprior to the delinquency date of such taxes established by law;
(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 suchproperty 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 TaxRevenues and shall be applied by the Agency as required by Section 5.02.
SECTION 6.12. Amendment of Redevelopment Plan If the Agency proposesto amend the Redevelopment Plan, it shall cause to be flied with the Trustee a Consultant'
Report' on the effect of such proposed amendment. If the Consultant's Report concludes that
Pledged Tax Rev en Des will not be ill ateriall y redo ced by so h p ropo sed amendment, the Agencymay adopt such amendment. If the Consultant's Report concludes that Pledged Tax Revenues
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will be materially reduced by su;ch 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 infonnation or statements set forth therein.
SECTION 6.13. Pledged Tax Revenu~. 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 perfonnance of the Indenture
and for the better assuring and confmning 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 If Series
Rebate Fund" hereinafter in this Section referred to as the "Rebate Fund. It. The provisions
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 defIDed in the Tax Certificate), for payment to
the United States of America. Notwithstanding the provisions of Sections 5., 5., 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 follow s the Written Request of the Agency, and shall have no liability or
responsibility to enforce compliance by the Agency with the tenDS of the Tax Certificate.
(b) The Agency shall not use or pennit 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 pennit 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
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Section 148 of the Code and any such applicable regulations. The Agency shall comply withall 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 thisecti on 6. 15 (b) it is neces sary to restrict or to limit the yield on the in estm ent of any m on e held by the Trustee under this Indenture, the Agency shall so instruct the Trustee under thisIndenture in writing, and the Trustee shall take such action as may be necessary in accordance
with such instructions.
The Agency shall not use or pennit 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 anyaction -that would cause any of the Bonds to be treated as an obligation not described in Section
lO3(a) of the Code.
(c) Notwithstanding any provisions of this Section 6., 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 theBonds, the Trustee and the Agency may conclusively rely on such opinion in complying withthe requirements of this Section, and, notwithstanding Article vm hereof, the covenantshereunder 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 putposes.
SECTION 6.16. Agreements with Other Taxing gencies 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
Redev elapID en t PIan, unless the Ag en cy , s ob ligations under such agreem en t are made expres slysubordinate and junior to the Agency s obligations under this Indenture and the Bonds.
SECT! ON 6.17. Annual Review of Pledged Ta)( Revenues The Agency herebycovenants 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 taxincrement limitation, as well as future cumulative Annual Debt Service and estimated future feesand 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 cumulativeAnnual Debt Service and estimated future fees and expenses of the Trustee, except for thepurpose of depositing such revenues in escrow for the payment of interest on and principal of
and redemption premiums, if any, on the Bonds.
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ARTICLE
THE TR US TEE
SECTION 7.01. ADPointment 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
allooate, 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 sopublished.
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 anddischarged.
SECTION 7.02. Acceptance of Trusts. The Trustee hereby accepts the trusts
imposed upon it by this Indenture, and agrees to perfonn said trusts , but only upon and subject
to the following express tenDS 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.
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(d) The Trustee shall not be bound to make any investigation into the
facts or matters stated in 'any resolution, certificate, statement, instrument, opinionreport, notice, request, dITection, consent, order bond or other paper or document, but
the Trustee, in its discretion may make such further inquiry or investigation into suchfacts 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
OCCUlTed, undertakes to perfonn such duties and only such duties as are specifically setforth in this Indenture and no covenants of or against the Trustee shall be implied in thisIndenture. 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.
(t) The Trustee may execute any of the trusts or powers hereunder and
perfonn 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 securedhereby and makes no representation as to the validity or sufficiency of the Bonds or this
Indel1ture. The Trustee shall not be bound to ascertain or inquire as to the observance or
perfonnance 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 securedhereby 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 wouldhave if it were not the Trustee; and may act as a depositary for and pennit any of itsofficers or directors to act as member of, o! in the capacity with respect to any
committee fonned to protect the rights of Owners of Bonds, whether or not such
committee shall represent the Owners of the maj ority 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
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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.
(1) ,The pennissive 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 Ag~ncy 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 times 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 orby 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 infonnation, or corporate action or evidence thereof, as may
deemed desirable for the purpose of establishing the right of the Agency to the execution
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of any Bonds, the withdr~w~ of any cash or the taking of any other action by the
Trustee.
(0) 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 werereceived 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 thisIndenture against the Trustee.
(r) Notwithstanding any other provision hereof, in detennining 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 Owner~ as if there were no BondInsurance Policy.
SECTION 7.03. Fees, Charges and Expenses of Trustee . The Trustee shall beentitled to payment and reimbursement for reasonable fees for its services rendered hereunder
and all advances , counsel fees (including expenses) and other expenses reasonably andnecessarily made or incurred by the Trustee in connection with such services. Upon theoccurrence 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 heldhereunder for the foregoing fees charges and expenses incurred by it.
SECTION 7.04. Notice to Bond Owners of Default If an Event of Defaulthereunder occurs with respect to any Bonds of which the Trustee has been given or is deemedto 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, givewritten notice thereof by first class mail to the Owner of each such Bond and to the BondInsurerunless 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 detenninesthat it is in the best interests of the Bond Owners not to give such notice.
SECTION 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 bearingon the interests of Owners of any of the Bonds, the Trustee may intervene on behaIi of such
Bond Owners, and subject to Section 02(c), shall do so if requested in writing by the Ownersof at least 25 % in aggregate principal amount of such Bonds then Outstanding.
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SECTION 7.06. R~moval of Trustee The Trustee may be removed at any time
by an instrument or concurrent instruments in writing, flied 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
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. ADPointment of Successor Tru~~. In the event of the removal
or resignation of the Trustee pursuant to Sections 7.06 or 7., respectively, with the prior
written consent of the Bond Insurer, the Agency shall promptly appoint a successor Trustee.
In th~ 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.
or within 90 days following the receipt of notice by the Agency pursuant to Section 7., 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-da y 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., 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, withoutthe execution or filing of any paper or further act, anything herein to the contrary
notwithstanding.
SECTION 7.10. Concernin~uccessor T1llstee. 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
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predecessor shall, nevertheless 9n the Written Request of the Agency, or of the Trusteesuccessor, execute and deliver an instrument transferring to such successor all the estatesproperties, rights powers and trusts of such predecessor hereunder; and every predecessorTrustee 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 andduties hereby vested or intended to' be vested in the predecessor Trustee any and all such
instruments in writing shall on request, be executed acknow ledged and delivered by theAgency.
SECTION 7.11. AvPointment 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 ofthe State) denying or restricting the right of banking colIJorations or associations to transactbusmess as Trustee m such jurisdiction. It is recognized that m the case of litigation under thisIndenture, 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 jurisdictionit may not exercise any of the powers , rights or remedies herein granted to the Trustee or holdtitle to the properties, in trust, as herein granted, or take any other action that may be desirable
or neces sary in connection therewith, it may be neces sary that the Trustee or the Agency appointan additional individual or institution as separate trustee or co-trustee. The followingprovisions of this Section 7 .11 are adopted to these ends.
In the event .that the Trustee or the Agency appoints an additional individual institution as separate trustee or co-trustee each and every remedy, power, right, claimdemand, cause of action, immunity, estate, title, interest and lien expressed or intended by tbis
Indenture to be exercised by or vested in or conveyed to the Trustee with respect thereto shallbe 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 separatetrustee or co-trustee so appointed by the Trustee for more fully and certainly vesting in andconfmning 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 theAgency. In case any separate trustee or co-trustee, or a successor to either, shall becomeincapable of acting, shall resign or s hall be removed, all the estates . properties, Ii ghts, powers
tru sts , duties and 0 b Ii gations of such separate tru stee or co- tru stee so far as pennitted by lawshall 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 Indentureshall requ:ire the Trustee to risk or expend its own funds or otherwise incur any fmancialliability
hereunder jf it shall have reasonable grounds for believing repayment of such funds or adequate
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indemnity against such liability o~ 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 hannless 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.
AR TI C LE VIII
AMENDMENT OF THE INDENTURE
SECTION 8.01. Amendment Requiremen~The Indenture and the rights and
obligations of the Agency and of the Owners may be amended at any time by a Supplemental
Indenture w hicb 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., and the written consent of the Bond Insurer, if any, are
riled with the Trustee. No such amendment shall (1) extend the maturity of or reduce the
interest rate on, or othelWise 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) pennit 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
ft?r any one or more of the following putposes:
(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 suITender 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;
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(c) To provide for the issuance of any Additional Bonds, and to provide the
tenns 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
pennit 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 tenDs, conditions and
provisions as may be pennitted 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 &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 detennining 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 detennine that
the Bonds may bear a notation, by endorsement in fonD 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 detennine, new Bonds so
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modified as , in the opinion of the A.gency, shall be necessary to confonn 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 MlJtual 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. Qpinion 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 confonnity 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 Bon~ 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, flied
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
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jurisdiction shall assume ~ustody or control of the Agency or of the whole or any
substantial part of its property;
then, and in each and every such case dl!P-ng 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 qeclaration 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. A12Plication 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., 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
. 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;
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Second, upon prese~tation 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., 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
perfonn 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 derIDed 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.
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If any suit action or proceeding to enforce.. any right or exercise any remedy is
abandoned or detennined adversely to the Owners, the Trustee, the Agency and the Owners shall
be restored to their fanner positions, rights and remedies as if such suit, action or proceeding
had not been brought or taken.
SECTION 9.05. Actions by TIllstee as Attorney-ill-Fact. Any suit action or
proceeding which any Owner shall have 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 perfonn 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-ill-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 othelWise, 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 Proceedin~Except as provided in
Section 9.anything in this Indenture to the contrary notwithstanding, the Owners of.
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' RigbUo 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 ~aw 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
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be incurred in compliance with s~ch request; (4) the Trustee shall have refused or omitted
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 Proceedin~. Notwithstand41g any
other provision hereof, so long as a Bond Insurance Policy is in effect with respect to any Series
of Bonds upon the occun-ence 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 (ll) 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
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items B(4) and B(6)) of th~ defmition of Authorized Investments, in such amount as an
Independent Certified Public Accountant or other qualified fmn shall detennine 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 fqlly 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 notwith~tanding 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 tenninate, 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 (ill) 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 , w Wch 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
(ill) 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 perfonn 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
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
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Trustee or such agent with its undertaking described in (a)(ili) 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 ron to the benefit of the Bond Insurer and the Bond Insurer shall be
subrogated to the rights of such Owners.
SECTI ON 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; proviqed 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 XI
MIS CELLANEO US
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 perfonnance 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 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.
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The Bonds are Iimi~ed 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 behaJi 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 w hieh this Indenture may require or pennit 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 othelWise herein expressly provided, the amount of Bonds transferable
by delivery held by any person executing such request, declaration or other instrument or writing
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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 perfonnance of any official duty provided by law.
SECTION 11.06. Acqpisition of Bonds by Agenc~. 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 Certificaj:es ~nd 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 dermitions herein relatin~
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
investigation as is necessary to enable them to express an infonned 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 know s 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 infonnation 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 know s 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.
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SECTION 11.08. ~ otice to Bond Insurer Whenever any notice, authorization
request, certificate or demand is required or pennitted to be given to any party or to any Owner
pursuant to this Indenture such notice, autho!ization, 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 infonnation 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.IO. 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 II and other subdivisions are to the
corresponding articles, sections or subdivisions of this Indenture; and the words "herein, II
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 perfonned 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
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paragraphs, subdivisions, senten~es, 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 countetparts 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 Da~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 perfonned on the next
ensuing Business Day with the same effect as though perfonned 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, tirst -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 Tru stee :State Street Bank and Trust Company of California, N. A.
725 South Figueroa Street, Suite. 3100
Los Angeles, California 90017
Attention: Corporate Trust Department
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IN WITNESS WHEREOF, the ROSEMEAD REDEVELOPMENT AGENCY
has caused this Indenture to be signed in its name by its Chairman and attested by its Secretary,
and STATE STREET BANK AND TRUST COMPANY OF CALIFORNIA, N. A., in token ofits 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.
Attest:
IAl-56146.
ROSEMEAD REDEVELOPMENT AGENCY
Secretary
STATE STREET BANK AND TRUST COMPANY
OF CALIFORNIA, N., as Trustee
Autho Representative
APPEND IX
. No. (
ROSEMEAD REDEVELOPMENT AGENCY
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION BOND SERIES 1993A
RATE OF
INTERES T
MA TURITY
DATE:DATED DATE:CUSIP:
Registered Owner:
Principal Amount:DO LLARS
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 flIst 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 ~bove 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 flIst 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 ftfteenth 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.
LAl-56146.
This Bond is one ~f 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 tenns 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 tenD s 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 tenDS of the Indenture and the Law are hereby
incolporated 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 agr~s. Each registered owner hereof shall have recourse
to all the provisions of the Law and the Indenture and shall be bound by all the tenDS and
conditions thereof.
The Bonds are issued to provide funds to aid in the f"mancing or refmancing of
the Rosemead Redevelopment Project Area No., a duly adopted redevelopment pt;oject 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 tenn
is derIDed 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, ifany, 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 tenDS 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
LAl-56146.
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 tenns 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 Of, 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:
Redemmion Day!Redemmion Price
October 1 , 2003 through September 30, 2004
October 1 , 2004 through September 30, 2005
October 1 , 2005 and thereafter
102%
101
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 dermed 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
LAl-56146.
declaration and its consequences m~y be rescinded by the registered owners of at least a majority
in aggregate principal amount of the Bonds then Outstanding.
The Bonds are issuable onI in the fonn of fully registered Bonds in the
denomination of $5 000 or any ~tegral multiple thereof (not exceeding the principal amount of
Bonds maturing at any one time). The Owner of any Bond or Bonds may sucrender 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 tenns 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 p~rsons 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 b~n perfonned precedent to and in the issuance of this Bond do
exist, have happened and have been perfonned in due time, fonD and manner as required by law
and that the amount of this Bond, together with all other indebtedness of the Agency, does not
LAl-56146.
exceed any limit prescribed by th~ Constitution or laws of the State of California, and is not in
excess of the amount of Bonds pennitted to be issued under the Indenture.
LAl-56146.
IN WITNESS ~EREOF, the Rosemead Redevelopment Agency has causedthis 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
Chair
(Seal)
Attest:
Secretary
This is one of the Bonds described in the within-mentioned Indenture.
Dated:
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 doe es) hereby irrevocably constituteand appoint attorney to transfer the sanie 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.
LAl-56146.
SIGNATURE GUARANTEED BY:
NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution.
LAl-56146.
APPEND IX B
No. (
ROSEMEAD REDEVELOPMENT AGENCY
REDEVELOPMENT PROJECT AREA NO.
TAXABLE TAX ALLOCATION REFUNDING BOND SERIES 1993B
RATE OF
INTEREST:
MA TURlTY
DATE:DATED DATE:CUSIP :
Registered Owner:
, Principal Amount:DOLLARS
THE ROSEMEAD REDEVELOPMENT AGENCY, a public body, corporate
and politic, duly organized ~d existing under and pursuant to the laws of the State of California
(the II 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 tIIst 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 witlrin the United Statesdesignated by such Owner.
LAl-56146.
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
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 "Il1denture ), between the Agency
and the Trustee. All Bonds are equally and ratably secured in accordance with the tenDS 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 tenDS 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 tenDS 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. &ch registered owner
hereof shall have recourse to all the provisions of the Law and the Indenture and shall be bound
by all the tenDS and conditions thereof.
The Bonds are issued to provide funds to aid in the f"mancing or refmancing of
the Rosemead Redevelopment Project Area No., 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 tenn
is derIDed 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 tenDS 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
LAl-56146.
Indenture out of said special fund, all in accordance with the tenus and provisions set forth in
the Indenture.
maturing.
The Series 1993B Bonds are not subject to optional redemption prior to their
If an Event of Default, as deified in the Indenture, shall occur, the principal ofall Bonds may be declared due and payable upon the conditions, in the manner and with theeffect provided in the Indenture; except that the Indenture provides that in certain events suchdeclaration and its consequences may be rescinded by the registered owners
()
f at least a maj ority
in aggregate principal amount of the Bonds then Outstanding.
The Bonds are issuable only in the fonD of fully registered Bonds in thedenomination 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 abo v e- me n ti 0 n ed office of the Tru stee in ex change for an equal aggregate principal amount
of fully registered Bonds of any other authorized denominations, in the manner subject to theconditions and upon the payment of the charges provided in the Indenture.
This Bond is transferable, as provided in the Indenture, only upon a register tobe kept for that pulpose at the above-mentioned office of the Trustee by the registered ownerhereof in person, or by his duly au th orized attome y, upon surrender of this Bond together witha written instrument of transfer satisfactory to the Trustee duly executed by the registered owneror his duly authorized attorney, and thereupon a new fully registered Bond or Bonds , in thesame aggregate principal amount, shall be issued to the transferee in exchange therefor asprovided in the Indenture, and u po n payment of the charges therein prescribed. The Agency andthe 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~ihterest hereon andprincipal hereof and redemption premium , if any, hereon and for all other purposes. TheTrustee 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 tenDS providedin the Indenture.
This Bond is not a debt of the City of Rosemead, the State of California or anyof its political subdivisions , and neither said City, and State nor any of its political subdivisionsis 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. TheBonds do not constitute an indebtedness within the meaning of any constitutional or statutory
debt limi tati on or restri cti on, and n either the members of the A gene y or any persons execu tin gthe Bonds shall be personally liable on the Bonds by reason of their issuance.
LA 1-56146.
This Bond shall n9t 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 perfonned precedent to and in the issuance of this Bond do
exist, have happened and have been perfonned in due time, fonD 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 pennitted to be issued under the Indenture.
LA 1-56146.
IN WITNES S WBEREO F, the Ro se mead Redev lop men t Agency has call sedthis Bond to be ex ecu ted 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 theDated Date above stated.
ROSEMEAD REDEVELOPMENT AGENCY
Chair
(Seal)
Attest:
Secretary
This is one of the Bonds described in the within-mentioned Indenture.
Dated :
STATE STREET BANK AND TRUST
COMPANY OF CAliFORNIA, N.
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 constituteand appoint atto mey to transfer the same on the bond register of the Trusteewith 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 orenlargement or any change whatsoever.
LAl-56146.
SIGNATURE GUARANTEED BY:
NOTICE: Signature(s). must be guaranteed by an eligible guarantor institution.
LAl-56146.
. '
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT .AREA NO.
TAX ALLOCA TI ON REFUND IN G BONDS
SERIES 2006B
CERTIFICATE OF SECRETARY
REGARDING FIRST SUPPLEMENT TO INDENTURE
, Nina Castruita hereby certify that I am the Secretary of the Rosemead Community
Developlnent Commission (fonnerly the Rosemead Redevelopment Agency, the
Commission ), a public body, corporate and politic, organized and existing under and by virtue
of the laws of the State of California and that as such, I am familiar with the facts herein
certified and authorized and qualified to execute the same on bepalf of the Commission.
I hereby certify tl1at attached hereto is a full, true and COITect copy of the First
Supplement to Indenture, dated as of March 1 , 2006, by and between the Commission and U.
Banle National Association, as successor trustee (the "Trustee ), which has not been amended
supplemented or modified as of the date hereof, except by the Second Supplement to Indenture
dated as of December 1 , 2006 by and between the Commission and the Trustee.
Dated: December 21 , 2006
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
Nina Castruita, Secretary
OHS West:260121547.
FIRST SUPPLEMENT TO INDENTURE
ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION
s. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of March 1 , 2006
Relating to
$14 005 000
Redevelopment Project Area No.
Tax Allocation Bonds, Series 2006A
DOCSLA 1 :509332.
41555-WWB/WWB
FIRST. SUPPLEMENT TO INDENTURE
THIS FIRST SUPPLEMENT TO INDENTURE (this "First Supplement"
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
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 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 refen-ed 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. I" 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 re~nance 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.which Series 1993A Bonds were issued pursuant to the tenns of
Indenture, dated as of October 1 1993 (the "Original Indenture ), between the Trustee and theCommission; and
WHEREAS, the Commission, by Resolution No. 2006-adopted on February
2006 (the "Resolution
),
authorized the issuance of not to exceed $16 000 000 aggregate
principal amount of its Redevelopment Project Area No., Tax Allocation Bonds, Series 2006A
(the "Series 2006A Bonds ) for the purpose of financing and refinancing the redevelopment
proj ect; and
WHEREAS, the Commission has detennined 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
DOCSLA 1 :509332.
41555-WWB/WWB
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 tenns, 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 tenTIs, 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 tenns hereof have in allrespects 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 perfonnance and observance of all the covenants and conditions
therein and herein set forth, and to declare the tenns 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; MISCELLA-NEOUS
SECTION 12.01 Authorization and Tenns 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 Proj ect Area No.
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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Maturi ty Date Principal Interest
October Amount Rate
2006 780 000 000%
2007 810 000 000
2008 845 000 250
2009 870 000 250
2010 900 000 375
2011 930 000 500
2012 965 000 500
2013 000 000 000
2014 035 000 000
2015 090 000 5 .000
2016 145 000 000
2017 200 000 000
2018 250 000 250
2019 280 000 000
2020 290 000 125
2021 300 000 125
2022 315 000 125
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 detennined 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 Of, 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 tl1e Series 2006A Bondsauthorized 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, theTrustees certificate of authentication, and the fonn of assignment to appear thereon shall be in
substantially the fonns respectively, attached hereto as Appendix A with necessary orappropriate variations, omissions and insertions as penni tied 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 toredemption 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 anyone
maturity if less than all of the Series 2006A Bonds of such maturity are to be redeemed, prior totheir respective maturity dates, at the option of the Commission, on any date on or after October
, 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 AQplication of Proceeds of Series 2006A Bonds Upon receiptof 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 connectionwith 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.on deposit in the Debt Service Fund under the Original Indenture and transfer the aggregate
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 0 f 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 Acco~nt.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 Si~ing 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 Tenn 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 . tenn "Ambac Assurance means
Corporation, a Wisconsin-domiciled stock insurance company.
Ambac Assurance
Bond Insurer The tenD "Bond Insurer means with respect to Series 2006A Bonds
Ambac Assurance.
Commission The. term "Commission" means the Rosemead Community Development
Commissipn, fonnerly 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
deternlining 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 fonn 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
ann urn.
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Dated Date The tenn '~Dated Date " mea11S with respect to Selies 2006A Bonds the
date of initial issuance and delivery thereof.
Escrow Agreement The tenn "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 msurance 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 tenn "Series 2006A Bonds" means the Rosemead CommunityDevelopment Commission Redevelopment Project Area No.1 Tax Allocation Bonds
Series 2006A.
Surety Bond The tenn "Surety Bond" means the surety bond issued by AmbacAssurance 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
read as follows:
The tenD "Bonds" means the Series 1993 Bonds, Series 2006A Bonds and allAdditional Bonds.
The definition of Bond Insurance Policy contained in Section 1.01 of theIndenture is amended to read as follows:
The term "Bond Insurance Policy" means, the municipal bond insurance policy, ifany, issued by the applicable Bond Insurer and guaranteeing, in whole or in part, thepayment 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 mvestments contained in Section 1.01 of theIndenture 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 ortrust company whose long-tenn obligations .are rated "A+" or better by S&P or "I" or
better by Moody s and whose short-term. obligations are rated "AI" or better by S&P or
l" or better by Moody s. J. Federal funds or banks acceptances with a maximum tenn of one year ofany bank which has an unsecured uninsured and unguaranteed obligation rating of
Prime - 1" and "A3" or better by Moody s and "AI" 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 finn (seller/borrower) to the Trustee
(buyer/lender), and the transfer of cash from the Trustee to the dealer bank or securities
finn with an agreement that the dealer bank or securities finn 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
mmission makes such amounts available as Pledged Tax Revenues, (b) amounts, if
any, payable pursuant to th~ 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
COmrhission 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., 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
fin~cial 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 fmancial statements, the Commission will prepare
or cause to be prepared and filed with the Trustee and the Bond Insurer a pro fonna
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 CUlTent Fiscal Year included within the Tax Increment Limitation which arerequired by Section 33334.of the Redevelopment Law to be deposited in the
Commission s Low and Moq.erate 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 fonna statement shall
be accompanied by a written certificate of the Commission stating that the Commission
in compliance with its obligations hereunder. The Trustee shall not be responsible for the
review of such financial statements.
The pro fonna 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
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
(2)
To the extent the Remaining Limitation Amount is less than 105% of the Total
Debt Service, the pro f~rma 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 detennined 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 depositin the Debt Service Fund. Such monies shall be used to redeem, prepay or defease theBonds~ Notwithstanding the above, if prior to any such redemption prepayment or
. defeasance, a subsequent annual pro fonna 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
confinnations to the Commission to the extent pennitted 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 COITect 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 COlTect the following
notice address as follows:
If to the Trustee:s. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Attention: Corporate Trust Services
Reference: Rosemead Development Commission
AR TI CLE 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 theCommission; and
(ii) such additional infonnation 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 Infonnation to be Provided Ambac Assurance. The
Commission will pennit Ambac Assurance to discuss the affairs finances and accounts of the
Commission or any info1111ation ~bac Assurance may reasonably request regarding the
security for the Bonds with appropriate officers of the Commission. The Trustee or Commission
as appropriate, will penni t 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 Commissio~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 d~e 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 othelWise 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 detennine 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 detennines
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 (1st) 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 tenns 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 fonD 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 fonn 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 msurance Trustee, and not the Trustee and (iv) that should they be entitled to
receive partial payment of principal from Ambac Assurance, they must sun-ender 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 fonn 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 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 (
above, notify all registered owners that in the event that any registered owner s payment is
recovered such registered owner will be entitled to payment ITom Ambac Assurance to the
extent of such recovery if sufficient funds are not othelWise 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 tenns of the Financial Guaranty Insurance Policy, and to evidence such subro gation (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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past due principal, the Trustee, shall note Ambac Assurance rights as subrogee on theregistration books of the Commission maintained by the Trustee upon surrender of the Series2006A Bonds by the registered owners thereof together with proof of the payment of principal
thereo f.
SECTION 13.05 Payment Procedure Pursuant to the Surety Bond. As long as theSurety Bond shall be in full force and effect, the Commission and the Trustee, as appropriateagree 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 ofAmbac Assurance of a demand for payment in the fonn attached to the Surety
Bond as Attachment 1 (the "Demand for Payment"), duly executed by the Trusteecertifying 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 AmbacAssurance 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, ofamounts which are then due to the Trustee under the Indenture (as specified in theDemand for Payment) up to but not in excess of the Surety Bond Coverage, asdefined in the Surety Bond; provided, however, that in the event that the amounton 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 ftom the draw on the
Surety Bond, as specified in the Demand for Payment, credit the Reserve Accountto 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 ratabasis; (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 amountsavailable 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 msurer 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 rig11t remedy or claim conferred given or
granted hereunder.
AR TI CLE XIV
MISCELLANEOUS
SECTION 14.01 Continuing Disclosure. The Commission hereby covenants and
agrees that it will comply with and cany 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 Defa~lt hereunder; provided, horyever 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
perfonnance, including seeking mandate or specific perfol111ance by court order.
SECTION 14.02 Tenns of Series 2006A Bonds Subject to the Indenture Except
as in this First Supplement expressly provided, every tenn 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 confonn to this First Supplement.
This First Supplement and all of the terms and provisions herein contained shall
fonD part of the Indenture as fully and with the same effect as if all such tenns and provisions
had been set forth in the Indenture. The Indenture is hereby ratified and confinned 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 detennine, 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 tenDS 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 perfonned in regular and due time, fonn 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
Attest:
iin Secretary
s. BANK NATIONAL ASSOCIATION
as Trustee
Authorized Officer
DOCSLAI :509332.
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IN WITNESS WHEREOF, the ROSEMEAD COMMUNITY DEVELOPMENTCOMMISSION has caused this First Supplement to be signed in its name by its AuthorizedOfficerand u.S. Bank National Association, in token of its acceptance of the trusts createdhereunder, has .caused this First Supplement to be signed in its .corporate name by its offi.certhereunto duly authorized) all as of the date and year first above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
Authorized Officer
Attest:
Secretary
s. BANK NATIONAL" ASSOCIATION
as Trustee
DOCSLAI :509332.
41555-WWB/WWB 15-
APPENDIX A
(Form of Series 2006A Bond)
No. A-
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION BOND, SERIES 2006A
RATE OF
INTEREST:MA TURITY DATE:D A TED 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 ITom 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., Tax Allocation Bonds
Series 2006A (the "Bonds ), limited in aggregate principal amount to $14 005 000, all of like
DOCSLA 1 :509332.
41555-WWB/WWB
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 tenns 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 tenns on which the Bonds are issued, for the provisions with regard to the
natur~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 tenns 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 tenus 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 fudenture. 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 tenTI is defined in the fudenture 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 tenns and conditions set forth
in the Indenture.
The Commission hereby covenants and walTants 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 tenns and
provisions set forth in the Indenture.
The Bonds are subj ect 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 abov described redemption price is held by the Trustee, then such Bonds
shall, on the redemption date desigJ)ated in suc4 notice, become due and payable at the above-
described redemption price; and ITom and after the date so designated interest on the Bonds
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 tenus 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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41555-8 WWB/WWB
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, tohave happened or to have been perfonned precedent to and in the issuance of this Bond do exist
have happened and have been perfonned in due time, fOmi and manner as required by law andthat 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 inexcess of the amount of Bonds pennitted 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:
Chairp erso n
Secretary
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41555-8 WWB/WWB
This is one of the .Bonds described in the within- mentioned Indenture which hasbeen authenticated and registered on , 2006.
s. BANK NATIONAL ASSOCIATION, as
Trustee
Authorized Signatory
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41555-WWB/WWB
BOND INSURANCE
Financial Guaranty msurance Policy No. 25000BE (the "Policy ) with respect topayments due for principal of and interest on this Bond has been issued by Ambac AssuranceCorporation ("Ambac Assurance ). The Policy has been delivered to The Bank of New YorkNew York, New York, as the Insurance Trustee under said Policy and will be held by suchInsurance Trustee or any successor insurance trustee. The Policy is on file and available forinspection at the principal office of the Insurance Trustee and a copy thereof may be securedfromAmbac
DOCSLA 1:509332.
41555-8 WWB/WWB
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 an4 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 coITespond with the name(s) as
written on the face of the within registered Bond in ev.ery particular without alteration or
enlargement or any change whatsoever.
DOCSLA 1 :509332.
41555-8 WWB/WWB
SECOND SUPPLEMENT TO INDENTURE
ROSEMEAD
COMMUNITY DEVELOPMENT COMMISSION
S. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of December 1 2006
Relating to
. $24 230 000
Redevelopment Proj ect Area No.
Tax Allocation Refunding Bonds, Series 2006B
OHS WEST:260114431
SECOND SUPPLEMENT TO INDENTURE
THIS SECOND SUPPLEMENT TO INDENTURE (this "Second Supplement"
is dated as of December 1 , 2006, by and betw~en 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 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 ~s the "Law ), and the
powers of such agency include the power to issue bonds for any of its corporate purposes; and
WHE~AS, a redevelopment plan for a redevelopment project known and
designated as the "Redevelopment Project Area No. I" 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 Bo"nds ) in the original
principal amount of $34 275 000 for the purpose of financing portions of the Redevelopment
Project Area No.which Series 1993A Bonds were issued pursuant to the terms of an
Indenture, dated as of October 1 , 1 ~93 (the "Original Indenture ), between the Trustee and the
Commission; and "
. WHEREAS, the Commission has heretofore authorized and issued its Rosemead
Community Development Commission Redevelopment Project No.1 Tax Allocation Bonds
Series 2006A (the "Series 2006A Bonds
),
pursuant to the Original Indenture and ,First
Supplement to Indenture (the "First Supplement"), between the Commission and the Trustee, for
the purpose of financing and/or refinancing portions of the Project, including the refunding of a
portion 9f the Series 1993A Bonds and to pay costs of issuance relating to the Series 2'006ABonds;
WHEREAS, the Commission, by Resolution No. 2006-, adopted on November
2006 (the "Resolution
),
authorized the issuance of not to exceed $24 230 000 aggregate
principal amount of its Redevelopment Project Area No., Tax Allocation Refunding Bonds
OHS WEST:260114431
Series 2006B (the "Series 2006B Bonds ) for the purpose of financing and/or refinancing the
redevelopment proj ect; and
WHEREAS, the Commission has determined to issue the Series 2006B Bonds
pursuant to the Original Indenture, the First Supplement and this Second Supplement, which
Original Indenture, as supplemented by the First Supplement and this Second Supplement, and
as hereinafter supplemented, is referred. to as the "Indenture ; and
WHEREAS, the Indenture provides t~at the Commission may issue subsequent
Series of Additional Bonds from time to time by a Supplemental Indenture, subj ect 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 2006B 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 2006B 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, enforceaple
in accordance with their terms and to constitute this Second Supplement and the Original
Inden~ure and the First Supplement 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 Second Supplement and the creation, execution and issuance of the Series 2006B
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 sec~re the performance and observance of all the covenants and conditions
therein and herein set forth, and to declare the terms and conditions upon and subj ect 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 fr.om time to time of the Bonds, as follows:
AR TI CLE XV
SERIES 2006B BONDS; AMENDMENTS; MISCELLANEOUS
SECTION 15.01 Authorization and Terms of Series 2006B Bonds 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.
Tax Allocation Refunding Bonds, Series 2006B" (herein called the "Series 2006B Bonds
).
The
OHS WEST:260114431
aggregate pr1ncipal amount of Series 2006B Bonds which may be issued and outstanding under
this Indenture shall not exceed $24 230 000. The Series 2006B 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 April 1 , 2007), 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
(October
Principal
Amount
Interest
Rate
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2019
2020
2021
2022
2023
2024
2025
2033
2033
$ 295 000
000
000
000
000
000
000
000
000
000
000
100 000
725 000
400 000
175 000
220 000
270 000
320 000
375 000
430 000
595 000
500 000
250%
250
3 .500
500
3 .500
500
500
500
600
625
750
750
000
500
000
000
125
200
250
250
375
000
Interest on the Series 2006B 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 2006B Bonds shall be numbered as determined by the
Trustee. . The Series 2006B Bonds shall bear interest from the Ip.terest 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 March 15, ~007, in which event tl).ey shall bear
. interest from their Dated Date; provided, however, that if, at the time of registration of any Series
2006B Bond, interest is then in default on the Outstanding Series 2006B Bonds such Series
2006B 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 2006B Bonds. Payment of
interest on the Series 2006B Bonds due on or before the maturity or prior redemption of such
Series 2006B Bonds shall be made to the person whose name appears on the bond registration
OHS WEST:260114431
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 Inte~est 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 2006B 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 2006B 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.
The Commission may at any time execute and deliver the Series 2006B Bonds
authorized to be issued hereunder and upon the Written Request of the Commission, the Trustee
shall authenticate and deliver the Series 2006B Bonds.
SECTION 15.02 Form of Series 2006B 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
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 subj ect
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 red~emed, prior to
their respective maturity dates, at the option of the Commission, on any date on or after October
, 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 2006B Bonds maturing on October 1 2033 bearing interest at a rate of
375% 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 ~ggregate 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
such Term Series 2006B Bonds so redeemed, to be allocated among such Sinking Account
OHS WEST:260114431
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 2006B Bonds
Sinking
Pa)'I!lent Date
(October
2026
2027
2028
2029
2030
2031
2032
2033
Principal
Amount
to be Redeemed
$ 815 000
945 000
095 000
235 000
385 000
540 000
705 000
875 000
* Maturity
Series 2006B Bonds maturing on October 1 2033 bearing interest at a rate of
000% per annum shall also be subj ect 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 deterinined by the Commission
(notice 6fwhich determination shall be given by the Commission to the Trustee):
Series 2006B Bonds
i11king
Payment Date
(October
2026
2027
2028
2029
2030
2031
2032
2033
Principal
Amount
to be Redeemed
$ 680 000
620 000
550 000
480 000
410 000
335 000
255 000
170 000
* Maturity
OHS WEST:260114431
SECTION 15.04 AQplication of Proceeds of Series 2006B Bonds Upon receipt
of payment for the Series 2006B 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 2006B Expense Account in
the Expense Fund an amount equal to $165 389.45 to pay costs incurred in connection
with the issuance of the Series 2006B Bonds.
(ii) The Trustee shall deposit the amount of $23 218 359.59 in the
refunding escrow established under the Escrow Agreement.
In addition simultaneously with the receipt of payment for the Series 2006B
Bonds, the Trustee shall release $180 183.74 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 2006B 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 2006B Bonds in accordance with Section 15.03(b)
hereo f.
SECTION 15.06 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 2006B Bonds
Ambac Assurance.
Dated Date The term "Dated Date means with respect to Series 2006B Bonds the
date of initial issuance and delivery thereof.
Escrow Agreement The term "Escrow Agreement" means the Escrow Agreement
dated as of December 1 2006 Between the Commission and U.S. Bank National
Association, as escrow agent thereunder.
OHS WEST:260114431
Financial Guaranty Insurance Policy The tenn "Financial Guaranty Insurance Policy
means the fman~ial 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 2006B Bonds The term "Series 2006B Bonds" means the Rosemead Community
Development Commission Redevelopment Proj ect Area No.1 Tax Allocation Refunding
Bonds, Series 2006B.
(b)The following definitions are amended in the following manner:
The term "Bonds means the' Series 1993 Bonds, Series 2006A Bonds, Series
2006B Bonds and all Additional Bonds.
AR TI CLE 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 2006B 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, thefollowing:
(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 fudenture 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
Commission, as appropriate, shall immediately notify Ambac Assurance if at any time there are
OHS WEST:260114431
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 16.02 Additional Information to be Provided Ambac Assurance. The
Commission will pennit 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 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 2006B Bonds shall be paid by the Bond Insurer pursuant to the
Financial Guaranty Insurance Policy, the Series 2006B 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 detennine 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 2006B Bonds on or before the first (1 st) 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.
OHS WEST:260114431
(c) the Trustee shall provide Ambac Assurance and the Insurance Trustee
with a list of registered owners of Series 2006B 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 2006B Bonds entitled to receive full or partial interest payments from
Ambac Assurance and (ii) to pay principal upon Series 2006B Bonds surrendered to the
Insurance Trustee by the registered owners of Series 2006B 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 2006B 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 2006B Bonds (along with
an appropriate instrument of assignment in form satisfactory to the Insurance Trustee to permit
ownership of such Series 2006B 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
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 2006B 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
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 2006B 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 oLt\.ssurance under this Indenture
Ambac Assurance. shall, to the extent it makes payment of principal of or interest on Series
2006B Bonds, become s~brogated 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 2006B Bonds, and (ii) in the case of subrogation as to claims for
OHS WEST:260114431
past due principal, the Trustee shall note Ambac Assurance rights .as subrogee on the
registration books of the Commission. maintained by the Trustee upon surrender of the' Series
2006B Bonds by the registered owners thereof together with proof of the payment of principalth ereo f.
ARTICLE XVII
MISCELLANEO US
SECTION 1 7.01 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 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 SecondSupplement.
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 1 7.03 Due Authorization The Commission has reviewed all
proceedings heretofore taken relative to the authorization of the Series 2006B 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 2006B Bonds in the manner and upon, the terms in the Indenture and this
Second 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 2006B
Bonds exist, have happened and have been performed in regular and due ti~e, form and manner
as required by law and the Commission is now duly empowered to issue the Series 2006B'Bonds.
10-
OHS WEST:260114431
SECTION 17.04 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 17.05 Governing Law This Second Supplement shall be governed
and construed in accordance with the laws of the State of California.
11-
OHS WEST:260114431
IN WITNESS WHEREOF, the ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION has caused this Second 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 Second 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
0. (b
Attest:
eo.
Secretary
s. BANK NATIONAL ASSOCIATION
. as Trustee
Authorized Officer
12-
OHS WEST:260114431
IN WITNESS WHEREOF, the ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION has caused this S'econd Supplement to be signed in its name by its Authorized
Officer and U.S. Banl( National Association, in token of its acceptance of the trusts created
hereunder, has caused this Second Supplement to be signed in its corporate name by its officer
thereunto duly autho~ized, all as of the date and year first above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
Authorized Officer
Attest:
Secretary
S. BANK NATIONAL ASSOCIATION
as Trustee
12-
OHS WEST:260114431
APPENDIX A
(Form of Series 2006B Bond)
, No. A-
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RA TE OF
INTEREST:MATURITY D ATE:DATED DATE:CUSIP:
October 1 December 21 , 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 March 15 , 2007 in which event it shall bear intere~t
from its Dated Date) until the principal hereof shall have been paid, at the Rate of Interest
specified above, payable on April 1 , 2007 and semiannually thereafter on April 1 and October
. ,
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.
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 duly authorized issue of Rosemead Community
Development Commission Redevelopment Project Area .No. 1 Tax Allocation Refunding
Bonds, Series 2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of
OHS WEST:260114431.
like 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, and a
Second Supplement to Indenture, dated as of December 1 , 2006, each 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 incorpor~ted 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
Iridenture 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
proj ect 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 tenn is defined in the Indenture and herein called the "Pledged Tax
Revenues
),
and the Commission is not obligated to pay them except from the PI~dged 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 subj ect to optional and mandatory sinking fund redemption asprovided in the Indenture.
OHS WEST:260114431.2
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
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 d~e 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 s~rrender 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 transf~rable, 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 togeth~r 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.
OHS WEST:260114431.2
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 ha~e been perforrp.ed precedent to and in the issuance of this Bond do exist
have happened and have been performed in due time, form and manner as req~ired 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 Secreta~y, and has caused this Bond to be dated as of the date above written.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
Chairperson
Attest:
Secretary
OHS WEST:260114431.
This is one of the Bonds described in the within- mentioned Indenture which has
been authenticated and registered on , 2006.
s. BANK NATIONAL ASSOCIATION, as
Trustee
Authorized Signatory
OHS WEST:260114431.2
BOND INSURANCE
Financial Guaranty Insurance Policy No. 26045BE (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 se~ured
from Ambac Assurance or the Insurance Trustee. All payments required to be made under the
Policy shall be made in accordance with the provisions thereof. The owner of this Bond
acknowledges and consents to the subrogation rights of Ambac Assurance as more fully set forth
in the Policy.
OHS WEST:260114431.
For. value received the undersigned doe es) hereby sell,. assign and transfer unto
(Social Security or other identifying
Number of Assignee the within-mentioned registered Bond and doe 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: S~gnature(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.
OHS WEST:260114431.
CONTINUING DISCLOSURE AGREEMENT
THIS CONTINUING DISCLOSURE AGREEMENT (this "Disclosure Agreement"
is executed and entered into as of December 1 , 2006 by and among 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 ), U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing. under the laws of the United States of America, in its capacity as trustee
(the "Trustee ), and u.S. BANK NATIONAL ASSOCIATION, a national banking association
organized ~nd existing under the laws of the United States of America.. in its capacity as
Dissemination Agent (the "Dissemination Agent"
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., which Series 1993A Bonds were issued pursuant ~o the terms of an Indenture, dated as of
October 1 , 1993 (the "Original Indenture ), between the Trustee and the Commission; and
WHEREAS, pursuant to the -First Supplement to Indenture, dated a~ of March 1 , 2006
(the "First Supplement" and the Original Indenture as supplemented by the First Supplement
and as hereinafter supplemented referred to herein as the "Indenture ), by and between the
Commission and the Trustee the Commission has . issued the Rosemead Community
Development Commission Redevelopment Proje~t Area No. 1 Tax Allocation Bonds, Series
2006A, in the aggregate principal amount of$14 005 000; and
WHEREAS, pursuant to the Second Supplement to Indenture, dated as of December 1
2006 (the "First Supplement" and the Original Indenture as supplemented by the First
Supplement and as hereinafter supplemented referred to herein as the "Indenture
),
by and
between the Commission and the Trustee, the Co~mission has issued the Rosemead Commll:nity
Development Commission Redevelopment Project Area No.1 Tax Allocation Bonds, Series
2006B (the "Bonds ), in the aggregate. principal amount of $24 230 000; and
WHEREAS, this Disclosure Agreement is being executed and delivered by the
Commission and U.S. Bank National Association, in its capacity as Trustee and in its capacity as
Dissemination Agent, for the benefit of the holders and beneficial owners of the Bonds and in
order to assist the underwriters of the "Bonds in complying with Securities and Exchange
Commission Rule 15c2-12(b)( 5);
NOW, THEREFORE, for and in consideration of the mutual premises and covenants
herein contained, the parties hereto agree as follows:
Section 1. Definitions. Capitalized undefined terms used herein shall have the meanings
ascribed thereto in the Indenture. In addition, the following capitalized terms shall have thefollowing meanings:
OHS West:260144170.
Annual Report". means any Annual Report provided by the Commission pursuant to
and as described in, Sections 2 and 3 hereof.
Annual Report Date" means not later than 270 days following the end of the
Commission s fiscal year (which is culTently June 30), commencing March., 2007.
Commission" means the Rosemead Community Development Commission.
Disclosure Representative means the Executive Director of the Commission, or his or
her designee, or such other person as the Commission shall designate in writing to the Trustee
from time to time.
Dissemination Agent" means U.S. Bank National Association, acting in its capacity as
Dissemination Agent hereunder, or any successor Dissemination Agent designated in writing by
the Commission and which has filed with the Trustee a written acceptance of such designation.
Listed Events" means any of the events listed in Section 4(a) hereof.
National Repository means any Nationally Recognized Municipal Securities
Information Repository for purposes of the Rule.
Official Statement" means the Official Statement, dated December 14, 2006, relating
to the Bonds.
Participating Underwriter" means any of the original underwriters of the Bonds
required to comply with the Rule in connection with offering of the Bonds.
Repository" means each National Repository and each State Repository.
Rule means Rule 15c2-12(b)( 5) adopted by the Securities and Exchange Commission
under the Securities Exchange Act of 1934, as the same may be amended from time to time.
State Repository means any public or private repository or entity designated by the
State of California as a state repository for the purpose of the Rule and recognized as such by the
Securities and Exchange Commission. As of the date of this Disclosure Agreement, there is noState Repository.
Section 2. Provision of Annual Reports (a) The Commission shall, or upon
furnishing the Annual Report to the Dissemination Agent, shall cause the Dissemination Agent
, provide to each Repository and to Ambac Assurance an Annual Report which is consistent
with the requirements of Section 3 hereof, not later than the Annual Report Date, commencing
with the report for the 2005-06 fiscal year. The Annual Report may be submitted as a single
document or as separate documents comprising a package, and may include by reference other
information as provided in Section 3 hereof; provided, however, that the audited financial
statements of the Commission, if any, may be submitted separately from the balance of the
Annual Report, arid later than the date required above for the filing of the Annual Report if not
available by that date. If the Commission s fiscal year changes, it shall give notice of such
change il1 the same manner as for a Listed Event under Section 4(f) hereof.
OHSWest:260144170
(b) N at later than 15 business days prior to the date specified in subsection (a) for
providing the Annual Report to Repositories, the Commission shall provide the Annual Report
(in a form suitable for reporting to the Repositories) to the Dissemination Agent and the Trustee
(if the Trustee is not the Dissemination Agent). If by such date, the Trustee has not received a
copy of the Annual Report, the Trustee shall notify the Disclosure Representative of such failure
to receive the Annual Report.
(c) If the Trustee is unable to verify that an Annual Report has been provided to
Repositories by the date required in subsection (a), the Trustee shall send a notice to the
Municipal Securities Rulemaking Bo~rd and the appropriate State Repository, if any, in
substantially the form attached as Exhibit A.
(d)The Dissemination Agent shall:
(i) determine each year prior to the date for providing the Annual Report the
name and address of each National Repository and each State Repository, if any;
(ii)
herein; and
provide any Annual Report received by it to each Repository, as provided
(iii) provided the Dissemination Agent has received t4e Annual Report
pursuant to Section 2(b) hereof file a report with the Commission and (if the
Dissemination Agent is not the Trustee) the Trustee certifying that the Annual Report has
been provided pursuant to this Disclosure Agreement, stating the date it was provided and
listing all the Repositories to which it was provided.
Section 3. Content of Annual Reports
contain or incorporate by reference the following:
The Commission s Annual Report shall
( a) The' Commission ' 8 audited financial statements, if any, prepared in accordance
with generally accepted accounting principles as promulgated to apply to governmental entities
from time to time by the Governmental Accounting Standards Board. If the Commission
audited financial statements, if any, are not available by the time the Annual Report is required to
be filed pursuant to Section 2(a) hereof, the Annual Report shall contain unaudited financial
statements in a format similar to that used for.the Commission s audited financial statements
and the audited financial statements, if any, shall be filed in the same manner as the Annual
Report when they become available.
(b)The following information:
(i) An update of the information contained in Table of the Official
Statement for the most recently completed fiscal year.
(ii) An update of the information. contained in Table 3 of the Official
Statement for the most recently completed fiscal year.
" (iii)An update of the information contained in Table of the Official
Statement based upon the most recently completed fiscal year.
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(iv) An update of the information contained in Table 7 of the Official
Statement for the most recently completed fiscal year.
(v) The amount of any payments by the Commission during the most recently
completed Fiscal Year of the type described in "RISK FACTORS State Budget
Deficit and Its Impact on Pledged Tax Revenues" in the Official Statement.
(c) In addition to any of the information expressly required to be provided under
paragraphs (a) and (b) of this Section, the Commission shall provide such further information, if
any, as may be necessary to make the specifically required statements, in the light of the
circumstances under which they are made, not misleading.
Any or all of the items listed above may be included by specific reference to other
documents including official statemep.ts of debt issues of the Commission or related public
entities, which have been submitted' to each of the Repositories or the Securities and Exchange
Commission. If the document included by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Commission shall clearly
identify each such other document so included by reference.
Section 4. ~o~ting of Significant Events (a) Pursuant to the provisions of this
Section, the Commission shall give, or cause to be given, notice of the OCCUlTence of any of the
following events with respect to the Bonds, if material:
(i)
(ii)
(iii)
difficulties.
(iv)
diffi cui ti es.
(v)
(vi)
security.
(vii)
Principal and interest payment delinquencies.
Non-payment related defaults.
Unscheduled draws on debt service reserves reflecting financial
Unscheduled draws on credit enhancements reflecting financial
Substitution of credit or liquidity providers, or their failure to perform.
Adverse tax opinions or events affecting the tax -exempt status of the
Modifications to rights of security holders.
(viii) Contingent or unscheduled bond calls.
(ix)
(x)
securi ti es.
(xi)
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Defeasances.
Release, substitution, or sale of property securing repayment of the
Rating changes.
(b) The Trustee shall, within five business days of obtaining actual knowledge of the.
occurrence of any of the: Listed Events, contact the Disclosure Representative inform such
person of the event, and request that the Commission promptly notify the Dissemination Agent
in writing whether or not to report the event pursuant to subsection (:t); provided, however, that
the Dissemination Agent shall have no liability to Bond owners for any failure to provide such
notice. For purposes of this Disclosure Agreement
, "
actual knowledge" of the occurrence of the
Listed Events described under clauses (ii), (iii), (vi), (x) and (xi) above shall mean actual
knowledge by an officer at the corporate trust office of the Trustee. The Trustee shall have no
responsibility for detennining the materiality of any of the Listed Events.
" (c) Whenever the Commission obtains knowledge of the occurrence of a Listed
Event, whether because of a notice from the Trustee pursuant to subsection (b) or otherwise, the
Commission shall as soon as possible determine if such event would be material under applicable
Federal securities law.
(d) lfthe Commission determines that knowledge of the occurrence of a Listed Event
would be material under applicable Federal securities law, the Commission shall promptly notify
the Dissemination Agent in writing. Such notice shall instruct the Dissemination Agent to report
the occurrence pursuant to subsection (:t). The Commission shall provide the Dissemination
Agent with a form of notice of such event in a format suitable for reporting to the Municipal
Securities Rulemaking Board and each State Repository, if any.
( e) If in response to a request under subsection (b), the Commission detennines that
the Listed Event would not be material under applicable Federal securities law, the Commission
shall so notify the Dissemination Agent in writing and instruct the Dissemination Agent not to
report the occurrence pursuant to subsection (:t).
(:t) If the Dissemination Agent has been instructed by the Commission to report the
occurrence of a Listed Event, the Dissemination Agent..shall file a notice of such occurrence with
the Municipal Securities Rulemaking Board and each State Repository and Ambac Assurance.
Notwithstanding the foregoing, notice of Listed Events described in subsections (a)(viii) and (ix)
need not be given under this subsection any earlier than the notice (if any) of the underlying
event is given to holders of affected Bonds pursuant to the Indenture.
Section 5. Termination of Reportin2 Obli2ation. The. Commission s obligations
under this Disclosure Agreement shall terminate upon the legal defeasance, prior redemption or
payment in full of all of the Bonds. If such termination occurs prior to the final maturity of the
Bonds, the Commission shall give notice of such termination in the same manner as for a Listed
ent under Section 4(f) hereof.
Section 6;. Electronic Filing Submission of Annual Reports and noti~es of Listed
Events to DisclosureUSA.org or another "Central Post Office" designated and accepted by the
. Securities and Exchang~ Commission shall constitute compliance with the requirement of filing
such reports' and notices with each Repository hereunder; and the Commission may satisfy its
obligations hereunder to file any notice, document or infonnation with a Repository by filing the
same with any dissemination agent or conduit, including DisclosureUSA.org or another "Central
Post Office" or similar entity, assuming or charged with responsibility for accepting notices
OHS West:260144170
documents or information.for transmission to such Repository, to the extent permitted by the
Securities and Exchange Commission or Securities and Exchange Commission staff or required
by the Securities and Exchange Commission. For this purpose, permission shall be deemed to
have been granted by the Securities and Exchange Commission staff if and to the extent the
agent or conduit has received an interpretive letter which has not been revoked from the
Securities and Exchange Commission staff to the effect that using the agent or conduit
transmit information to the Repository will be treated for purposes of the Rule as if such
information were transmitted directly to the Repository.
Section 7. Dissemination A2ent. The Commission may, from time to time, appoint or
engage a Dissemination Agent to assist it in carrying out its obligations under this Disclosure
Agreement and may discharge" any such Dissemination Agent, with or without appointing a
successor Dissemination Agent. The Dissemination Agent may resign by providing thirty days
written notice to the Commission and the Trustee. The Dissemination Agent shall have no duty
to prepare the Annual Report nor shall the Dissemination Agent be responsible for filing any'
Anllual Report not provided to.it by the Commission in a timely manner and in a form suitable
for filing. If at any time there is not .any other designated Dissemination Agent, the Trustee shall
be the Dissemination Agent.
Section 8. Amendment; Waiver ' Notwithstanding any. other prOVISIon of this
Disclosure Agreement, the Commission, the Trustee and the Dissemination Agent may amend
this Disclosure Agreement (and the Trustee and the Dissemination Agent shall agree to any
amendment so requested by the Commission, so long as such amendment does not adversely
affect the rights or obligations of the Trustee or the Dissemination Agent), and any provision of
this Disclosure Agreement may be waived, provided that the following conditions are satisfied:
(a) if the amendment or waiver relates to Sections 2(a), 3 or 4(a) hereof it may onlybe made in connection with a change in circumstances that arises from a change in legal
requirements, change in law, or change in the identity, nature, or status of an obligated person
with respect to the Bonds; or type of business conducted;
(b) the undertakings herein, as proposed to be amended or waived, would, in the
opinion of nationally recognized bond counsel, have complied with the requirements of the Rule
at the time of the 'primary offering of the Bonds, after taking into account any amendments or
interpretations of the Rule, as well as any change in circumstances; and
(c) the proposed amendment or waiver (i) is approved by holders of sixty percent of
the Bonds in the manner provided in the Indenture for amendments to the Indenture with the
consent of holders, or (ii) does not, in the opinion of nationally recognized bond counsel
materially impair the interests of holders.
If the annual financial information or operating data to be provided in the Annual Report
is amended pursuant to the provisions hereof, the first annual financial information containing
the amended operating data or financial information shall explain, in narrative form, the reasons
for the amendment and the impact of the change in the type of operating data or financial
infonnation being provided.
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If an amendment is made to the undertaking specifying the accounting principles to be,
followed in preparing financial statements, the annual financial information for the year in which
the change is made shall present a comparison between the financial statements' or infonnation
prepared on the basis of the new accounting principles and those prepared on the basis of the
fonner accounting principles. The comparison shall, include a qualitative discussion of the
differences in the accounting principles and the impact of the change in the accounting principles
on the presentation of the financial statements or information, in order to provide infonnation to
investors to enable th~m to evaluate the ability of the Commission to meet its obligations
including its obligation to pay debt ,service on the Bonds. To the extent reasonably feasible, the
comparison shall be quantitative. A notice of the change inJ the accounting principles shall be
sent to the Repositories in the same manner as for a Listed Event under Section 4( f) hereof.
Section 9. Additional Information. Nothing in this Disclosure Agreement shall be
deemed to prevent the Commission from disseminating any other information, using the means
of dissemination set forth in this Disclosure Agreement or any other means of communication, or
including any other information in any Annual Report or notice of occurrence of a Listed Event
in addition to that which is required by this Disclosure Agreement. If the Commission chooses
to include any information in any Annual Report or notice of occurrence of a Listed Event in
addition to that which is' specifically required by this Disclosure Agreement, the Commission
shall have no qbligation under this Disclosure Agreement to update such information or include
it in any future Annual Report or notice of occurrence of a Listed Event.
Section,10. Default. In the event of a failure of the Commission to comply with any
provision 6fthis Disclosure Agreement, the Trustee at the written direction of any Participating
Underwriter or the holders of at least 25% aggregate principal amount of Outstanding Bonds
shall, upon receipt of indemnification reasonably satisfactory to the Trustee, take such actions as
may be necessary and appropriate, including seeking mandate or specific perfonnance by court
order, to cause the Commission to comply with its obligations under this Disclosure Agreement.
A default under this Disclosure Agreement shall not be deemed an Event of Default under the
Indenture, and the sale remedy under this Disclosure Agreement in the event of any failure of the
Commission. or the Trustee to comply with this Disclosure Agreement shall be an action to
compel performance.
Section 11. Duties., Immunities. and Liabilities of Trustee and Dissemination A2ent
Article VIII of the Indenture is hereby made applicable to this Disclosure Agreement as if this
Disclosure Agreement were (solely for this purpose) contained in the Indenture, and the Trustee
and the Dissemination Agent shall be entitled to the protections, limitations from lia1?ility and
indemnities afforded to the Trustee thereunder. The Dissemination Agent and the Trustee shall
have only such duties h~reunder as are specifically set forth in this Disclosure Agreement. The
Commission agrees to indemnify and save the Dissemination Agent, the Trustee, their officers
directors, employees and agent, harmless against any loss, expense and liabilities which it may
incur arising out of the disclosure of infonnation pursuant to this Disclosure Agreement or
arising out of or in the exercise ,or performance of its powers and duties hereunder, including the
costs and expenses (including attorneys fees) of defending against any claim of liability, but
excluding liabilities due to the Dissemination Agent's negligence or willful misconduct. This
Disclosure Agreement does not . apply to any other securities issued or to be issued by the
Commission. The Dissemination Agent shall have no obligation to make any disclosure
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concerning the Bonds, the Commission or any other matter except as expressly set out herein
provided that no provision .of this Disclosure Agreement shall limit the duties or obligations of
the Trustee under the ~ndenture. The Dissemination Agent shall have no responsibility for the
preparation, review, form or content of any Annual Report or any notice of a Listed Event. The
Dissemination Agent may conclusively rely upon the Annual Report provided to it by the
Commission as constituting the Annual Report required of the Commission in accordance with
the Disclosure Agreement. The fact that the Trustee has or may have any banking, fiduciary or
other relationship with the Commission or any other party, apart from the relationship' created
the Indenture and this Disclosure Agreement, shall not be construed to mean that the Trustee has
knowledge or notice of any event or condition relating to the Bonds or the Commission except in
its respective capacities under such agreements. No provision of this Disclosure Agreement shall
require or be construed to require the Dissemination Agent to interpret or provide an opinion
concerning any information disclosed hereunder. Information disclosed hereunder by the
Dissemination Agent may contain such disclaimer language concerning the Dissemination
. Agent's responsibilities hereunder with respect thereto as the Dissemination Agent may deem
appropriate. The Dissemination Agent may conclusively rely on the determination of the
Commission ~s to the materiality of any event for purposes of Section 4 hereof. Neither the
Trustee nor the Dissemination Agent make any representation as to the sufficiency" of this
Disclosure Agreement for purposes of, the Rule. The Dissemination Agent shall be paid
compensation by the Commission for its services provided hereunder in accordance with its
schedule of fees, as amended from time to time, and all expenses, legal fees and advances made
or incurred by the Dissemination in the performance of its duties hereunder. The Commission
obligations under this Section shall survive the termination of this Disclosure Agreement.
Section 12. Beneficiaries This Disclosure Agreement shall inure solely to the benefit
of the Commission, the Trustee, the Dissemination Agent, the Participating Underwriters and
holders and beneficial owners from time to time of the Bonds, and shall create no rights in any
other' person or entity.
Section 13. Counterparts This Disclosure Agreement may be executed in several
counterparts, each of which shall be an original and all of which shall constitute but one and the
same instrument.
Section 14. Merger Any person succeeding to' all or substantially all of the
Dissemination Agent's corporate trust business shall be the successor Dissemination Agent
without the filing of any paper or any further act.
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IN WITNESS WHEREOF the parties hereto have executed this Disclosure Agreement
as of the date first above written.
ATTEST:
By:
Secretary
OHS West:260144170
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
By:u.
S. BANK NATIONAL ASSOCIATION, as
Trustee
By:
Authorized Officer
S. BANK NATIONAL ASSOCIATION, as
Dissemination Agent
By:
Authorized Officer
IN WITNESS WHEREOF, the parties hereto have executed this Disclosure Agreement
as of the date first above written.
ATTEST:
By.
Secretary
. OHS West:260144170
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
By:
Authorized Officer
s. BANK NATIONAL ASSOCIATION,
Trustee
By:
Authorized Officer
s. BANK NATIONAL ASSOCIATION, as
Dissemination Agent
By:
EXHIBIT A
NOTICE TO MUNICIPAL SECURITIES RULEMAKING BOARD
0 F FAILURE TO FILE ANNUAL REPORT
Name of Issuer:Rosemead Community Development Commission
Name of Bond Issue: Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds
Series 2006B
Date of Issuance:December 21 , 2006
NOTICE IS HEREBY GIVEN that the Rosemead Community Development
Commission (the "Commission ) has not provided an Annual Report with respect to the above-
named Bonds as required by the Continuing Disclosure Agreement dated as of December 1
2006, by and among the Commission and U.S. Bank National Association, in its capacity as
Trustee and in its capacity as Dissemination Agent. (The Commission anticipates that theAnnual Report will be filed by . J
Dated:
By:
S. Bank National Association
Trustee, on behalf of the Rosemead
Community Development Commission
cc: Rosemead Community Development Commission
OHS West:260144170.
Tax Certificate
This Tax Certificate (the "Tax Certificate ) is executed and delivered by the
Rosemead Community Development Commission (Los Angeles County, California) (the
Issuer ) in connection with the issuance of $24 230 000 aggregate stated principal amount of its
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B (the
Bonds ). The Bonds are being issued pursuant to an Indenture, originally dated as of October 1
1993, as previously supplemented and now as supplemented by the Second Supplement to
Indenture, dated as of December 1 2006 (as so supplemented, the "Indenture ), by and between
the Issuer and U.S. Bank National Association, as successor in interest, as trustee (the "Trustee
Pursuant to Section 6.15 of the Indenture, and in part pursuant to Treasury Regulations Section
1. 148-2(b)(2), the Issuer certifies, covenants, warrants and represents as follows:
ARTICLE I. IN GENERAL
1.1 The Issuer. The Issuer is a redevelopment agency duly organized and
existing under and by virtue of the laws of the State of California. The Issuer has the general
authority to exercise the power of eminent domain in furtherance of its governmental purposes.
2 Delivery of the Bonds. On the date hereof, in exchange for receipt of good
funds, the Issuer is delivering the Bonds to Piper Jaffray & Co., as underwriter (the
Underwriter ), for resale to the general public.
1.3 Purpose of Tax Celotificate. The Issuer is delivering this Tax Certificate to
Orrick, Herrington & Sutcliffe LLP, as bond counsel, with the. understanding that Orrick
Herrington & Sutcliffe LLP will rely in part upon this Tax Certificate in rendering its opimon
that interest on the Bonds is excluded from gross income for federal income tax purposes under
Section 103 of the Internal Revenue Code of 1986.
1.4 Purpose of Financing. The Bonds are being issued to refund, on a current
basis, the Issuer s entire outstanding Redevelopment Project Area No.1 Tax Allocation Bonds
Series 1993A, which were originally issued by Rosemead Redevelopment Agency (which is the
predecessor to the Issuer), on November 2, 1993 in the original amount of $34 275 000 (as
originally issued, the "Prior Bonds" and, the Prior Bonds now outstanding and to be refunded
the "Refunded Bonds ); to fund a portion ofthe reserve fund for the Bonds; and to pay the costs
of issuing the Bonds, including a premium for Insurance and a fee for the Surety Bond (as such
terms are defined herein).
The Prior Bonds were originally issued to fmance original capital improvements
(the "Project) and refinance certain prior obligations of the RosemeadRedevelopment Agency
from 1991. Maturities of the Prior Bonds that are not part of the Refunded Bonds were
previously refunded. The Refunded Bonds are all allocable to the Project, which is described in
more detail in the tax certificate executed in connection with the issuance of the Prior Bonds and
the exhibits attached thereto.
1.5 Single Issue. All the Bonds were sold to the Underwriter on December 14
2006 (the "Sale Date ), pursuant to the same plan offmancing, and are expected to be paid out of
OHS WEST:260145081.2
41555-
substantially the same source of funds. No other governmental obligations which are expected to
be paid out of substantially the same source of funds as the Bonds have been or will be sold
within the 31-day period beginning 15 days before the Sale Date pursuant to the same plan of
financing as the Bonds.
All ofthe Prior Bonds were issued at the same time, pursuant to a common plan
of financing and have been (or had substantially the same claim to be) paid out of substantially
the same source of funds. In addition, all of the Prior Bonds were sold at substantially the same
time, pursuant to a common plan of marketing. No other goveriunental obligations were issued
or reissued at substantially the same time, pursuant to a common plan of financing, and have
been (or have had substantially the same claim to be) paid out of substantially the same source of
funds as the Prior Bonds. Furthermore, no other governmental bonds were sold at substantially
the same time as the Prior Bonds, pursuant to a common plan of marketing, and have been (or
have had substantially the same claim to be) paid out of substantially the same revenues as the
Prior Bonds.
1.6 Definitions. Capitalized terms used and not otherwise defined herein shaiI
have the respective meanings set forth in the Indenture. Unless the context otherwise requires
the following capitalized terms have the following meanings:
Adjusted Gross Proceeds means Gross Proceeds, adjusted as set forth in
Treasury Regulations Section 1.148-: 7( c )(3). Thus, Adjusted Gross Proceeds generally means
Gross Proceeds, less Gross Proceeds held in (i) the Bona Fide Debt Service Funds and (ii) the
Reserve Account, as described in Section 3.5 ofthis Tax Certificate (excluding any Restricted
Amount).
Bona Fide Debt Service Funds means those funds and accounts identified in
Section 3.4.3 of this Tax Certificate.
Bond Year means the period beginning on the Closing Date and ending on
October 1 , 2007 (or on an earlier date selected by the Issuer in accordance with Treasury
Regulations Section 1.148-1 (b)), and each successive one-year period thereafter. The last Bond
Year will end on the last day on which any Bond is outstanding for Federal tax purposes.
Closing Date means the date of this Tax Certificate.
Code means the Internal Revenue Code of 1986 (including amendments
thereto).
Governmental Unit" means any State, or political subdivision of a State, but
excludes the United States and its agencies or instrumentalities.
Gross Proceeds has the meaning used in Section 1.148-1 (b) ofthe Treasury
Regulations, and generally means all proceeds derived from or relating to the Bonds, including
Sale Proceeds, Investment Proceeds, and other amounts expected to be used to pay debt service
on the Bonds.
OHS WEST:260145081.2
41555-
Insurance means that certain municipal bond insurance policy issued by the
Insurer, unconditionally guaranteeing the payment of all principal of or interest on the Bonds that
has become due for payment but that remains unpaid by reason of nonpayment by the Issuer.
Insurer means Ambac Assurance Corporation.
Investment Proceeds means earnings received from investing and reinvesting
Sale Proceeds and from investing and reinvesting such earnings.
Investment Property" means any security or obligation, any annuity contract, or
any other investment-type property, but does not include any Tax-Exempt Bond unless such
obligation is a "specified private activity bond" within the meaning of Section 57(a)(5)(C) ofthe
Code.
Nongovernmental Person means any person or entity other than a
Governmental Unit.
Nonpurpose Investment means any Investment Property in which Gross
Proceeds are invested.
Opinion of Counsel" means a written opinion of nationally recognized bond
counsel, delivered to the Trustee, to the effect that interest on the Bonds will not be included in
gross income for federal income tax .purposes.
Rebate Requirement means the amount of rebatable arbitrage computed as of
. the last day of any Bond Year pursuant to Section 1.148-3 of the Treasury Regulations.
Refunding Escrow means the escrow fund that is established to refund the
Refunded Bonds, as set forth further in Section 3.3 herein.
Restricted Amount has the meaning set forth in Section 3.5 of this Tax
Certificate.
Sale Proceeds means the amount of $23 988 285.35, comprising the principal
amount of the Bonds, less original issue discount thereon in the amount of$241 714.65.
Spendable Proceeds means the net amount of proceeds (after payment of
issuance expenses with the proceeds of such issue) received by the Issuer as a result of the sale of
the portion of the Prior Bonds that financed the Proj ect, minus the sum of (i) any amount so
allocable that was invested as the minor portion, (ii) the amount of proceeds of such portion of
the issue deposited in a reasonably required reserve fund and (iii) the amount of proceeds of such
portion expended in payment of principal or interest thereon within three years after the issuance
thereof.
Surety Bond" means the debt service reserve fund surety bond issued by the
Surety Provider in partial satisfaction of the Reserve Requirement for the Bonds.
OHS WEST:260145081.2
41555-
Surety Provider means Ambac Assurance Corporation.
Tax-Exempt Bond" means any obligation the interest on which is excluded from
gross income for federal income tax purposes pursuant to Section 103 of the Code or Section 103
of the Internal Revenue Code of 1954, as amended (the "1954 Code ), and Title XIII of the Tax
Reform Act of 1986, as amended, as well as stock in a regulated investment company to the
extent at least 95 percent of income to the stockholder is treated as interest that is excludable
from gross income under Section 103 of the Code.
Yield" means that discount rate described in Section 4.1 of this Tax Certificate.
1.7 Reliance. With respect to certain matters contained in this Tax Certificate
the Issuer specifically relies upon certifications of the Underwriter outlined in the certificate
attached hereto as Exhibit A, of the Insurer and Surety Provider outlined in the certificate
attached hereto as Exhibit B and certifications set forth in the other exhibits attached hereto, if
any. The Issueris not aware of any facts or circumstances that would cause. either party to
question the accuracy or reasonableness of any representation made in this Tax Certificate or' in
any exhibit hereto.
ARTICLE II. GENERAL TAX LIMITATIONS
1 Application of Sale Proceeds and Other Amounts. On the date hereof, Sale
Proceeds are being allocated or used as follows:
Refunding Escrow
Costs ofIssuance
Insurance Premium
Surety Fee
Underwriter s Discount
TOTAL
$23 218 359.
165 389.45
449 156.31
000.
145,380.
$23 988 285.35
As of the Closing Date, the only proceeds allocable to the Refunded Bonds that
remain are those in the reserve fund, in the amount of$1 323 238.13. Of such amount
143 054.39 is being transferred to the Reserve Account in partial satisfaction of the Reserve
Requirement for the Bonds. The remaining $180 183.74 is being deposited in the RefundingEscrow.
2 InvestmentProceeds. Investment Proceeds earned on moneys in the all
funds (except the Refunding Escrow, the Special Fund, the Expense Fund and the Rebate Fund)
and accounts shall be deposited in the Debt Service Fund. Investment Proceeds earned on
moneys in the Refullding Escrow, the Special Fund, the Expense Fund and the Rebate Fund shall
be retained in each such fund.
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3 Governmental Bond Status. All proceeds ofthe Bonds, the Prior Bonds and
the Project have been and will be used by the Issuer in a manner where the provisions set forthherein are met.
1 No Private Loan Bonds. Absent an Opinion of Counsel, the Issuer
has not loaned and will not loan more than ~% of the proceeds ofthe Bonds or the Prior Bonds to
one or more Nongovernmental Persons other than in their roles as members of the general public
and have not loaned and will not loan more than 5% ofthe proceeds ofthe Bonds or the Prior
Bonds to any Nongovernmental Persons unless such loan enables the Issuer to finance a specific
essential governmental function and such loan is paid with the proceeds of a governmental
assessment of general application.
2 No Private Activity Bonds. Absent an Opinion of Counsel, the
Issuer has not allowed and will not allow more than 10% of Sale Proceeds and Investment
Proceeds ofthe Bonds, the Prior Bonds or of the Project to be used directly or indirectly by any
Nongovernmental Person in any trade or business, other than as a member of the general public.
For purposes of the preceding sentence
, "
10%" is reduced to "5%" for nongovernmental useof
any facilities refinanced from proceeds of the Bonds which are disproportionate to or not related
to the goveimnental purposes of the Bonds. Absent an Opinion of Counsel, for purposes of this
Section 2.3, a Nongovernmental Person will be treated as "using" proceeds ofthe Bonds or the
Prior Bonds to the extent the Nongovernmental Person
(i)borrows Bond proceeds
(ii)uses the Project
~,
as owner, lessee, service provider, operator or
manager),
(Hi) acquires the output (or throughput) of the Project, if any, or
(iv) acquires or uses technology developed at the Project, if any.
For purposes of this Section 2.3, the "use" of the proceeds of the Bonds, the Prior Bonds or the
Project includes, without limitation, the lease or rental ofthe Project, or any portion thereof, to
third parties which are not Governmental Units. Such term also includes any contract for the
management or operation of any such facilities constituting the Project unless such contract
meets the requirements of Revenue Procedure 97-13. In addition, Section 1.145-2 ofthe
Treasury Regulations, together with Section 1.141-3(c) and (d), provide that use of the Project on
a nondiscriminatory basis by the general public and certain short4erm uses and incidental uses
will not be considered impermissible use of the ProJect.
2.4 Change in Use. The Issuer reasonably expects to use all Bond proceeds and
all facilities that are refinanced from Bond proceeds as set forth in Section 2.3 ofthis Tax
Certificate for the entire stated term to maturity of the Bonds. Absent an Opinion of Counsel, the
Issuer in fact will use all Bond proceeds and each facility refinanced from Bond proceeds as set
forth in Section 2.3 of this Tax Certificate.
OHS WEST:260145081.2
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5 Registered Form. The Bonds are being issued in registered form.
6 Federal Guarantee. The Issuer will not directly or indirectly use or permit
the use of any Bond proceeds or any other funds of the Issuer or any related party or take or omit
to take any action that would cause the Bonds to be obligations that are "federally guaranteed"
within the meaning of Section 149(b) of the Code. In furtherance of this covenant, the Issuer will
not allow the payment of principal or interest with respect to the Bonds to be guaranteed (directly
or indirectly) in whole or in part by the United States or any agency or instrumentality thereof.
Except as provided in the next sentence, the Issuer will not use, collectively, five percent or more
of the proceeds of the Bonds to make or finance loans the payment of principal or interest with
respect to which is guaranteed in whole or in part by the United States or any agency or
instrumentality thereof, nor will it invest 5% or more of the proceeds in federally insured deposits
or accounts. The .preceding sentence shall not apply to:
(a) investments of Bond proceeds in the Series 2006B Expense Account during
the temporary period described in Section 3.7 of this Tax Certificate;
(b) investments in the Bona Fide Debt Service Funds;
(c) investments in the Reserve Account, to the extent amounts therein qualify for
unrestricted yield investment pursuant to Section 3.5 ofthis Tax Certificate; and
(d) investments in obligations (including those in the Refunding Escrow) issued
by the United States Department of Treasury.
7 Information Reporting. The Issuer will cause a properly completed and
executed IRS Form 8038-Gto be filed with respect to the Bonds no later than February 15, 2007.
8 Current Refunding. The Bonds are being issued to redeem the Refunded
Bonds on February 6 2007, which is less than 90 days after the Closing Date. Bond proceeds
will not be used directly or indirectly to make principal, interest or premium payments with
respect to any governmental obligation other than the Bonds and the Refunded Bonds.
9 No Pooling. The Issuer will not use any Bond proceeds directly or indirectly
to make or finance loans to two or more ultimate borrowers.
10 No Hedge Bonds. On the date on which the Prior Bonds were executed and
delivered, the Issuer reasonably expected to spend at least 85% of the Spendable Proceeds of
such issue within three years of such date. The Issuer did not invest more than 50% of the
proceeds of the Prior Bonds in investment securities with a substantially guaranteed yield for fouryears or longer.
11 Retention of Records. The Issuer covenants to maintain all records relating
to the requirements of the Code and the representations, certifications and covenants set forth in
this Tax Certificate until the date three years after the last outstanding Bonds have been retired.
If any of the Bonds are refunded by Tax~Exempt Bonds (the "Refunding Obligations ), the Issuer
covenants to maintain all records required to be retained by this Section until the later ofthe date
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three years after the last outstanding Bonds have been retired or the date three years after the last
Refunding Obligations have been retired. The records that must be retained include, but are notlimited to:
(a) Basic records and documents relating to the Bonds (including the
Indenture, this Tax Certificate and the opinion of Bond Counsel);
(b)Documentation evidencing the expenditure of Bond proceeds;
(c) Documentation evidencing the use ofthe Project by public and private
sources (i., copies of management contracts, research agreements, leases, etc.
(d)Documentation evidencing all sources of payment or security for the
Bonds; and
( e) Documentation pertaining to any investment of Bond proceeds (including
the purchase and sale of securities, SLGs subscriptions, yield calculations for each class of
investments, actual investment income received from the investment of proceeds, guaranteed
investment contracts, and rebate calculations).
ARTICLE III. ARBITRAGE GENERAL
1 Reasonable Expectations. This Article III states the Issuer s reasonable
expectations with respect to the amounts and uses of Bond proceeds and certain other moneys.
2 Reofferillg Price. The Issuer is delivering the Bonds to the Underwriter on
. the date hereof in exchange for payment of the amount of Sale Proceeds, less an underwriter
discount of$145 380., less the premium for the Insurance in the amount of$449 156.31 and
less the fee for the Surety Bond in the amount of$10 000. Basedupon advice of the
Underwriter, as reflected in Exhibit A hereto, all ofthe Bonds were reoffered to the public
(excluding any bond house, broker or other intermediary) at the prices set forth in the schedule
attached to such Exhibit A and at least 10% of each maturity of the Bonds actually were sold at
such prices. Based upon advice of the Underwriter, also as reflected in Exhibit A hereto, such
initial reoffering prices were reasonable under customary standards in the applicable tax-exempt
market as ofthe Sale Date.
3 Funds and Accounts~ Pursuant to the Indenture, the Issuer will cause the
following funds and accounts to be established and maintained with respect to the Bonds:
Expense Fund
Series 2006B Expense Account
Special Fund
Debt Service Fund
Interest Account
Principal Account
Series 2006B Sinking Account
Reserve Account
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Series 2006B Rebate Fund
In addition, the Refunding Escrow has been established pursuant to that Escrow Agreement
dated as of December 1, 2006, by and between the Issuer and u.S. Bank National Association, as
escrow agent.
The Issuer does not expect that it or any other person benefiting from the issuance of the Bonds
will use any moneys in any fund or account other than the Bona Fide Debt Service Funds to pay
principal of, redemption premium, or interest on the Bonds; nor is any other fund or account
however established, except the Reserve Account, so pledged as security for the Bonds that there
is a reasonable assurance that amounts held in such other fund or account will be available if
needed to pay debt service on the Bonds.
3.4 Debt Service Funds.
3.4.1 Payment of the Bonds. The Bonds are limited obligations of the
Issuer payable from the Pledged Tax Revenues (the "Tax Revenues ) and from earnings from the
investment and reinvestment of Sale Proceeds, and certain other moneys held by the Trustee.
3.4.2 Revenues. All Tax Revenues are to be collected and deposited to
the Special Fund and applied as provided in the Indenture. Payments of debt service on the
Bonds are expected to be derived from current revenues of the Issuer in each year, and current
revenues are expected to equal or exceed debt service on the Bonds during each payment period.
Therefore, all amounts transferred to and from the Special Fund are expected to be derived from
current revenues.
3.43 l\'latch Between Revenues and Debt Service. The Debt Service
Fund (and all accounts therein excluding the Reserve Account) and the portion of the Special
Fund used to make transfers to the Debt Service Fund (collectively, the "Bona Fide Debt Service
Funds ) will be used primarily to achieve a proper matching of revenues and debt service within
each Bond Year. Such funds in the aggregate will be depleted at least once a year except for a
carryover amount not to exceed the greater of the earnings on such funds for the immediately
preceding Bond Year or 1/12th of the principal and interest payments on the Bonds for the
immediately preceding Bond Year. Amounts contributed to such funds will be spent within
thirteen months after the date of such contribution, and any amounts received from the
investment or reinvestment of monies held in such funds will be expended within one year after
the date of accumulation thereof in any such fund. To the extent the provisions of this Section
3.4.3 are satisfied, amounts in the Bona Fide Debt Service Funds will be invested without regard
to yield.
3.5 Reserve Account. The Indenture establishes a common reserve fund (the
Common Reserve ) for the Bonds and other parity obligations issued (and to be issued) under
the Indenture (collectively, the "Parity Obligations ). The Trustee may withdraw amounts from
the Common Reserve from time to time solely for the purpose of making up any deficiency in the
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payment or redemption of the Parity Obligations. As used herein, the Reserve Account is the
portion of the Common Reserve reflecting the incremental increase in the Reserve Requirement
due to the issuance of the Bonds, aIld the Reserve Account is being met on the date hereof with
the Surety Bond, which is an incremental increase to an existing debt service reserve fund surety,
and proceeds allocable to the Refunded Bonds. See Section 2.1 herein. As reflected in Exhibit A
hereto, the Underwriter has advised that the amount of the Reserve Requirement for the Bonds is
reasonably required in that it was a material factor in selling the Bonds at the lowest possible
yield (given other characteristics of the Bonds) without regard to any benefit from positive net
investment earnings on amounts held in the Reserve Account, and that it is reasonable and
customary in marketing similar issues of governmental obligations.
Amounts in the Common Reserve are not expected to exceed the least of (i) 10%
of the original amount ofthe Parity Obligations, (ii) maximum annual debt service on the Parity
Obligations, or (iii) 125% of average annual debt service on the Parity Obligations. Amounts in
the Reserve Account, which is allocable to the Bonds, that do not exceed the least of (i) through
(i~i) above will be invested without regard to yield. Absent an Opinion of Counsel, any amount
in the Reserve Account allocable to the Bonds (excluding Investment Proceeds held therein that
were received within the immediately preceding year) that exceeds the least of (i) through (iii)
above (the "Restricted Amount") will be invested as set forth in Section 4.3 ofthis Tax
Certificate.
6 Rebate Fund. The Issuer has covenanted in the Indenture to take all actions
not to cause the Bonds to be "arbitrage bonds" within the meaning ofthe Code. Accordingly,
special fund designated the Series 2006B Rebate Fund (the "Rebate Fund") has been established.
The amount required to be held in the Rebate Fund at any point in time is determined pursuant to
the requirements of the Code, including particularly Section 148(f) ofthe Code and Treasury
Regulations applicable thereto. Moneys in the Rebate Fund are neither pledged to nor expected
to be used.to pay debt service in respect of the Bonds. Sale Proceeds and Investment Proceeds
held in the Rebate Fund, if any, will be invested as set forth in Section 4.3 of this Tax Certificate.
All other amounts in the Rebate Fund will be invested without regard to yield.
7 Series 2006B Expense Account. Sale Proceeds are being deposited in the
Series 2006B Expense Account on the Closing Date in order to pay the costs of issuing the
Bonds, and to pay the Ipsurance premium and the fee on the Surety Bond. . Such amounts may
not be invested at a yield above that of the Bonds 13 months after the Closing Date.
. 3.8 Refunding Escrow. Sale Proceeds and other amounts allocable to the
Refunded Bonds are being deposited in the Refunding Escrow on the Closing Date for the
purpose of redeeming the Refunded Bonds on February 6, 2007. Sale Proceeds, and earnings
thereon, deposited in the Refunding Escrow will be invested without regard to yield provided
such amounts are used to refund the Refunded Bonds on or before such date. Amounts in the
Refunding Escrow will be used to purchase United States Treasury Securities - State and Local
Government Series . or held in cash. The maturity dates and amounts of such securities are set
forth in the verification report, dated the date hereof, prepared by The Arbitrage Group, Inc.
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9 Transferred Proceeds. On the dates that Sale Proceeds and Investment
Proceeds are used to pay principal of or interest on the Refunded Bonds, unexpended proceeds
from the sale of the Prior Bonds and investment earnings thereon will become transferred
proceeds.ofthe Bonds ("Transferred Proceeds ). Transferred Proceeds are treated as proceeds of
the Bonds and not as proceeds of the Prior BonGs. Transferred Proceeds ofthe Bonds may not
invested at a yield in excess of the yield on the Bonds. As set forth in Section 2.1 herein
proceeds ofthe Prior Bonds held in the reserve fund are subject to become Transferred Proceeds.
10 No Other Replacement Proceeds. Neither the Issuer nor any related person
will use any Gross Proceeds ofthe Bonds directly or indirectly to replace funds of the Issuer or
any related person, which funds are or will be used directly or indirectly to acquire Investment
Property reasonably expected to produce a yield that is materially higher than the yield on the
Bonds. The weighted average maturity of the Bonds does not exceed 120% of the expected
remaining weighted average economic useful life ofthe Project.
11 No Overissuance. Taking into account anticipated investment earnings
proceeds from the sale of the Bonds do not exceed the amount necessary to refund the Refunded
Bonds, to pay the fee for the Surety Bond, to pay a premium for the Insurance and to pay costs of
issuing the Bonds.
12 No Abusive Arbitrage Device. The Bonds are not and will not be part of a
transaction or series of transactions that (a) enables the Issuer or any related person to exploit the
difference between tax-exempt and taxable interest rates to gain a material financial advantage
and (b) overburdens the market for tax-exempt obligations in any manner, including, without
limitation, by selling bonds that would not otherwise be sold, or selling more bonds, or issuing
bonds sooner, or allowing bonds to remain outstanding longer, than otherwise would be
necessary.
1'3 No Expected Sale. It is not expected that the Project or any part thereof
refinanced in whole or in part by the Bonds will be sold or otherwise disposed of before October
2033, the last scheduled maturity date of the Bonds.
ARTICLE IV. ARBITRAGE - YIELD k~D YIELD RESTRICTION
1 Yield. For purposes of this Tax Certificate, yield is calculated as set forth in
Section 148(b) of the Code and Treasury Regulations Sections 1.148-4 and 1.148-5. Thus, yield
on the Bonds or yield on Investment Property generally means that discount rate which, when
used in computing the present value of all unconditionally payable payments representing
principal, interest and costs of qualified guarantees produces an amount equal to the issue price
ofthe Bonds or the purchase price of the Investment Property, as appropriate. The aggregate
. issue price of the Bonds is $23 988 285.35 , which represents the price at which the Eonds were
offered to the ultimate purchaser(s), as represented by the Underwriter in Exhibit A hereto. The
yield on the Bonds has been calculated by the Underwriter to be at least 4.58874%.
1.1 Qualified Guarantee. In computing the yield on the Bonds as
described in Section 4.1 hereof, the premiums and fees paid in respect of the Insurance and the
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Surety Bond are being treated as qualified guarantee fees, as provided in Treasury Regulations
Section 1. 148-4(f), based (i) on certifications ofthe Insurer and the Surety Provider, collectively
set forth in Exhibit B hereto, that the premiums and fees paid for the Insurance and the Surety
Bond, respectively, were negotiated at arm s length and are within the normal range of charges
charged by the Insurer and the Surety Provider for the transfer of credit risk with respect to
similar tax-exempt obligations and that the premiums for the Insurance and the Surety Bond
respectively, are not included in any direct or indirect payment for a cost, risk or other element
that is not customarily borne by insurers with respect to tax-exempt obligations in tran,sactions in
which the insurer has no other involvement than as an insurance and surety bond provider and
(ii) on certifications of the Underwriter set forth in Exhibit A hereto that the premiums and fees
paid for the Insurance and the Surety Bond are reasonable and that the present value of interest
saved as a consequence of the Insurance and the Surety Bond exceed the present value of the
premiums and fees paid for the Insurance and the Sur'ety Bond.
2 No Qualified Hedges. No contract has been and (absent an Opinion of
Counsel) no contract will be entered into such that failure to take the contract into account would
distort the yield on the Bonds or otherwise would fail clearly to reflect the economic substance of
the transaction~
3 Yield Restriction. Absent an Opinion of Counsel, if (A) all Investment
Proceeds remaining unspent after a one-year period beginning on the date of receipt of such
Investment Proceeds, plus (B) any Restricted Amount held in the Reserve Account, plus (C) any
amounts held in the Bona Fide Debt Service Funds that remain unexpended after 13 months from
. the date of accumulation therein, plus (D) any Sale Proceeds held in the Rebate Fund, at any time
in the aggregate exceeds $100 000, the excess will be invested either (i) in Investment Property
with a yield not exceeding the yield on the Bonds, (ii) in assets that are not treated as Investment
Property (~, Tax-Exempt Bonds), or (iii) in assets that satisfy the requirements for qualified
yield reduction payments set forth in Treasury Regulations Section 1.148-5(c), subject to the
limitation set forth in Section 1.148-10(b)(1)(ii).
ARTICLE V. REBATE
1 Undertakings. Pursuant to the Indenture, the Issuer has covenanted to
comply with certain requirements of the Code. The Issuer acknowledges that the United States
Department of the Treasury has issued regulations with respect to certain of these undertakings
including the proper method for computing whether any rebate amount is due the federal
government under Section 148(f) of the Code. (Treasury Regulations Sections 1.148-1 through
1.148-, 1.150-1 and 1.150-) The Issuer further acknowledges that the United States
Department ofthe Treasury may yetissue additional regulations with respect to certain other of
these undertakings. The Issuer covenants that it will undertake to determine what is required
with respect to the rebate provisions contained in Section 148(f) ofthe Code and said regulations
from time to time and will comply with any requirements that may apply to the Bonds. Except to
the extent inconsistent with any requirements of the Code or future regulations, the Issuer will
undertake the methodology described in this Tax Certificate.
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2 Recordkeeping. The Issuer shall maintain or cause to be maintained detailed
records with respect to each Nonpurpose Investment attributable to Gross Proceeds, including:
(a) purchase date; (b) purchase price; (c) information establishing fair market value on the date
such investment became a Nonpurpose Investment; (d) any accrued interest paid; (e) face
amount; (1) coupon rate; (g) periodicity of iriterest payments; (h) disposition price; (i) any
accrued interest received; and (j) disposition date. Such detailed recordkeeping is required to
facilitate the calculation ofthe Rebate Requirement.
3 Rebate Requirement Calculation and Payment.
(a) The Issuer will prepare or cause to be prepared a calculation of the Rebate
Requirement consistent with the rules described in this Section 5.3. The Issuer will complete the
calculation ofthe Rebate Requirement within 55 days after the close ofthe first Bond Year, after
each fifth Bond Year and after the first date on which there are no outstanding Bonds.
(b) For purposes of calculating the Rebate Requirement (i) the aggregate amount
earned with respect to a Nonpurpose Investment shall be determined by assuming that the
Nonpurpose Investment was acquired for an amount equal to its fair market value (determined as
provided in Section 1. 148-5(d)(6) ofthe Treasury Regulations, as applicable) at the time it
becomes a Nonpurpose Investment, and (ii) the aggregate amount earned with respect to any
Nonpurpose Investment shall include any unrealized gain or loss with respect to the Nonpurpose
Investment (based on the assumed purchase price at fair market value and adjusted to take into
account amounts received with respect to the Nonpurpose Investment and earned original issue
discount or premium) on the first date when there are no outstanding Bonds or when the
investment ceases to be a Nonpurpose Investment. .
( c) The Issuer shall pay to the United States Department of the Treasury not later
than 60 days after the end of the fifth Bond Year and each succeeding fifth Bond Year, an
amount equal to 90% and, not later than 60 days after the first date when there are no outstanding
Bonds, an amount equal to 100% of the Rebate Requirement (determined as of the end of the
immediately preceding Bond Year), all asset forth in Section 1.148-3 of the TreasuryRegulations.
(d) Each payment required to be made pursuant hereto shall be filed with the
Internal Revenue Service Center, Ogden, Utah 84201 , on or before the date such payment is due
and shall be accompanied by Form 8038- T. The Issuer shall retain records of the calculations
required by this Section 5.3 until three years after the retirement of the last ofthe Bonds.
5.4 Exceptions from Rebate Requirement.
(a) Bona Fide Debt Service Funds Exception. The Bona Fide Debt Service
Funds will be exempted from the Rebate Requirement to the extent that the provisions of
Section 3.4.3 hereof are satisfied.
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(b) Six-Month Expenditure Exception. In general, no rebate calculations will
be required with respect to the Adjusted Gross Proceeds if such amount is actually spent within
six months after the Closing Date. The Issuer expects to meet this rebate exception.
5 Investments and Dispositions. (a) General Rule. No Investment Property
may be acquired with Gross Proceeds for an amount (including transaction costs, except as
otherwise provided in Section 1. 148-5(e) of the Treasury Regulations) in excess of the fair
market value of such Investment Property. No Investment Property may be sold or otherwise
disposed of for an amount (including transaction costs, except as otherwise provided in Section
1.148-5(e) of the Treasury Regulations) less than the fair market value of the Investment
Property.
(b) Fair Market Value. In general, the fair market value of any Investment
Property is the price a willing buyer would pay to a willing sellerto acquire the Investment
Property, with no amount paid artificially to reduce or increase the yield on such Investment
Property. This Section 5.5 describes various safe harbors for determining fair market value.
With an Opinion of Counsel, other methods may be used to establish fair market value, provided
however, that such methods comply with the requirements of Section 1.148-5(d)(6) ofthe
Treasury Regulations.
(c) Arm length Purchases and Sales. If Investment Property is acquired
pursuant to an arm s length transaction without regard to any amount paid to reduce the yield on
the Investment Property, the fair market value of the Investment Property shall be the amount
paid for the Investment Property (without increase for transaction costs, except as otherwise
provided in Section 1.148-5(e) of the Treasury Regulations). If Investment Property is sold or
otherwise disposed of in an arm s length transaction without regard to any reduction in the
disposition price to reduce the Rebate Requirement, the fair market value of the Investment
Property shall be the amount realized from the sale or other disposition of the Investment
Property (without reduction for transaction costs, except as otherwise provided in Section 1.148-
5(e) ofthe Treasury Regulations).
(d) SLGS. Ifa United States Treasury obligation is acquired directly from or
disposed of directly to the United States Department of the Treasury (as in the case of the United
. States Treasury Securities - State and Local Government Series), such acquisition or disposition
shall be treated as establishing a market for the obligation and as establishing the fair market
value of the obligation.
(e) Investment Contracts. The purchase price of any Investment Property
acquired pursuant to a guaranteed investment contract (within the meaning of Section 1.148-1(b)
of the Treasury Regulations) shall be determined as provided in Section 1.148-5 of the Treasury
Regulations. No investment contract shall be acquired with Gross Proceeds unless the
requirements of Section 1.148-5 of the Treasury Regulations and this Section 5.5(e) are satisfied.
With respect to any investment contract, the Issuer will obtaIn from the provider ofthe
investment contract, broker thereof or other party, such information, certification or
representation as will enable the Issuer to determine that these requirements are satisfied.
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The purchase price of an investment contract will be considered to be fair market
value if:
(1) the Issuer has made (or has had made on its behalf) a bona fide
solicitation for the investment contract; the solicitation must have specified the
material terms of the investment contract (i., all the terms that could directly or
indirectly affect the yield or the cost of the investment including the collateral
security requirements for the investment contract) and, unless the moneys invested
pursuant to such investment contract will be held in a reasonably required reserve
fund or the Bona Fide Debt Service Funds, the Issuer s reasonably expected
drawdown schedule for the moneys to be invested; the solicitation has a legitimate
business purpose (i., a purpose other than to increase the purchase price or
reduce the yield) for every term of the bid specification;
(2) all bidders have an equal opportunity to bid so that, for example, no
bidder is given the opportunity to review other bids (a last look) before bidding;
(3) the Issuer solicits bids from at least three (3) investment contract
providers with established industry reputations as competitive providers of
investment contracts;
(4) the Issuer includes in the bid specifications a statement to potential
bidders that by submitting a bid, the provider is making certain representations
that the bid is bona fide, and specifically that 1) the bidder did not consult with
any other potential provider about its bid, 2) the bid was determined without
regard to any other formal or informal agreement that the potential provider had
with the issuer or any other person, and 3) the bid was not submitted solely as a
courtesy to the issuer or any other person for purposes of satisfying the
requirements of Section 1.148-5 of the Treasury Regulations;
(5) at least three bids meeting the qualification requirements of the bid
solicitation (as set forth in (1). above) have been received from different providers
of investment contracts that have no material financial interest in the Bonds (the
following investment contract providers are considered to have a material
financial interest in the issue: 1) a lead underwriter in a negotiated underwriting,
but only until15 days after the issue date of the issue, 2) an entity acting as a
financial advisor with respect to the purchase of the investment contract at the
time the bid specifications were forwarded to potential providers; and 3) any
related party to a provider that is disqualified for one ofthe two preceding
reasons);
(6) at least one ofthe bids received by the Issuer that meets the
requirements ofthe preceding paragraph is from an investment contract provider
with an established industry reputation as a competitive provider of investment
contracts;
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(7) the investment contract has a yield (net of any broker s fees) at least
equal to the highest yielding of the qualifying bids received from the bidders that
have no material financial interest in the Bonds; if the investment contract is not
the highest-yielding of the qualifying bids, the Issuer must have significant non-
tax reasons, such as creditworthiness ofthe bidder, for failure to purchase the
highest-yielding investment contract offered;
(8) if an agent for the Issuer conducts the bidding process, the agent does
not bid;
(9) the provider of the investment contract certifies as to all administrative
costs to be paid on behalf of the Issuer, including any fees paid as broker
commissions in connection with the investment contract.
(f) Deemed Acquisition or Sale. The fair market value of any Investment
Property not directly purchased with Gross Proceeds for which there is an established securities
market generally is the price at which a willing buyer would purchase Investment Property from a
willing seller in a bona fide, arm s length transaction.
(g)
Certificates of Deposit. The purchase price of a certificate of deposit
. issued by a commercial bank that has a fixed interest rate, a fixed principal payment schedule, a
fixed maturity and a substantial penalty for early withdrawal, will be considered to be fair market. value if:
(1) the yield on the certificate of deposit is not less than the yield on
reasonably comparable direct obligations of the United States; and .
(2) the yield on the certificate of deposit is not less than the highest
published yield of the provider thereof which is currently available on comparable.
certificates of deposit offered to the public.
(h) Broker Compensation. For purposes of computing the Yield on any
investment contract acquired through a broker, reasonable compensation received by such broker
. whether payable by or on behalf of the obligor or obligee of such investment contract, may be
taken into account in determining the cost of the investment contract (as provided in Section
148-5(e)(2)(iii) of the Treasury Regulations). For the calendar year 2006, compensation is
deemed reasonable if does not exceed the lesser of i) $32 000 or ii) 0.2% ofthe amount reasonably
expected, as of the date of acquisition of the investment contract, to be invested under the
investment contract over its term, or $3 000 (if 0.2% of such amount reasonably expected to be
invested under the investment contract over its term is less than $3 000). In addition, the total fees
received by the broker with respect to the investment of any proceeds of the Bonds that are taken
into account with respect to all investment contracts, at any time, may not exceed $90 000. All
amounts referenced are to be .adjusted for inflation after the Closing Date.
6 Segregation of Proceeds. In order to perform the calculations required by the
Code, it is necessary to track separately all of the Gross Proceeds. To that end, the Issuer shall
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cause 10 De established separate accounts or sub accounts, or shall cause the Trustee to take such
other accounting measures as are necessary in order to account fully for all Gross Proceeds.
7 Filing Requirements. The Issuer will file or cause to be filed such reports or
other documents with the Internal Revenue Service as are required by the Code.
8 Retention of Firm. The Issuer hereby undertakes to satisfy its obligation to
perform the rebate calculations that may be required to be made from time to time with respect to
the Bonds as follows:
The Issuer initially has retained the firm of Bond Logistix LLC to
perform rebate calculations that may be required to be made from time to time with respect to the
Bonds.
The Issuer initially has retained the firm of
to perform rebate calculations that may be required to be made from time to time with respect to
the Bonds. . The of the Issuer has undertaken full
responsibility for performing rebate calculations that may be required to be made from time totime with respect to the Bonds.
The Issuer has decided not, at this time, to designate a party
responsible for performingrebate calculations that may be required to be made from time to time
with respect to the Bonds and as a result undertakes and assumes full responsibility for rebate
compliance and acknowledges that neither bond counsel nor the Trustee has any such
responsibility (unless later engaged in writing for such purpose).
The Issuer has determined that under no circumstances will it earn
any arbitrage subject to rebate with respect to the Bonds.
ARTICLE VI. OTHER MATTERS
1 Expectations. The undersigned is an authorized representative of the Issuer
acting for and on behalf oftlie Issuer in executing this Tax Certificate. To the best ofthe
knowledge and belief of the. undersigned, there are no other facts, estimates or circumstances that
would materially change the expectations as set forth herein, and said expectations arereasonable.
2 Amendments. Notwithstanding any other provision ofthis Tax Certificate
the Issuer may amend this Tax Certificate and thereby alter any actions allowed or required by
this Tax Certificate if such amendment is signed by an authorized officer and is supported by an
Opinion of Counsel.
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Survival of Defeasance. Notwithstanding any provision in this Tax Certificate or
the Indenture to the contrary, the obligation to remit the Rebate Requirement, if any, to the
United States Department of the Treasury and to comply with all other requirements contained in
this Tax Certificate shall survive defeasance of the Bonds.
Dated: December 21 , 2006.
ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION
U. t'.
EXHIBIT A
CERTIFICATE OF THE UNDERWRITER
Piper Jaffray & Co. has served as the underwriter (the "Underwriter ) of
$24 230 000 aggregate stated principal amount of the Rosemead Community Development
Commission (Los Angeles County, California) Redevelopment Project Area No.1 Tax
Allocation Refunding Bonds, Series 2006B (the "Bonds ), issued by the Rosemead Community
Development Commission (the "Issuer ). Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed thereto in the Tax Certificate to which this certificate is
attached. On behalf ofthe Underwriter, the undersigried hereby certifies and represents the
following:
A. Issue Price.
1. As of December 14 2006 (the "Sale Date"), the Underwriter had offered or
reasonably expected to offer all of the Bonds to the general public (excluding bond houses
brokers, or similar persons acting in the capacity ofimderwriters or wholesalers) in a bona fide
public.offering at the prices reflected on the attached schedule.
2. Such prices represent fair market prices of the Bonds as of the Sale Date.
3. As ofthe Sale Date, all of the Bonds have been offered to the general public in
a bona fide offering at such prices, and at least 10% of each maturity of the Bonds actUally has
been sold to the general public at such prices.
B. Yield.
Using a semiannual compounding convention, the yield on the Bonds has been
computed by the Underwriter to be at least 4.58874%.
C. Reserve Account.
The amount of the Reserve Requirement for the Bonds is reasonably required in
that it was a material factor in selling the Bonds at the lowest possible yield (given other
characteristics ofthe Bonds) without regard to any benefit from positive net investment earnings
on amounts held in the ReserVe Account and it is reasonable and customary in marketing similar
issues of governmental obligations.
OHS WEST:26014508L2
41555-
D. Qualified Guarantee.
1. Using the yield on the Bonds asa discount rate, the present value of interest
expense saved on the Bonds as a result of the Insurance is greater than the present value of the
premium for the Insurance.
2. Using the yield on the Bonds as a discount rate, the present value of interest
expense saved on the Bonds as a result of the Surety Bond is greater than the present value of the
fees for the Surety Bond.
3. The premium paid for the Insurance and the fees paid for the Surety Bond do
not, separately, exceed reasonable, arm s length charges for the transfer of credit risk with respect
to tax-exempt obligations similarto the Bonds.
OHS WEST:26014508L2
41555-
The undersigned understands and acknowledges that the Issuer and Orrick, Herrington &
Sutcliffe LLP as Bond Counsel, may rely on this certificate, including for the purpose of
rendering certain opinions relating to the Bonds. In such connection, the undersigned has
personal knowledge or has conducted sufficient inquiry regarding the matters set forth in this
certificate to make these representations on behalf of the Underwriter.
Dated: December 21 2006.
By:
ized Representative
$24 230,000
Rosemead Community Development Commission
Tax Allocation Refunding Bonds, Series 2006B
Pricing Summary
Maturity
10/0 1/2007
10/0 1/2008
1 % 1/2009
10/0 1/20 1 0
10/01/2011
. ....- ..................... ..........
10/01/2012
10/01/2013
1 % 1/20 14
1 % 1/20 15
1 % 1/20 16
................--.....................
1 % 1/20 17
10/01/2018
10/01/2019
10/01/2019
1 % 1/2020
........ .... ................. .
10/01/2021
1 % 1/2022
1 % 1/2023
10/01/2024
1 % 1/2025
..... ........ ............
10/01/2033
10/01/2033
Total
Bid Information
. Type of Bond
Serial Coupon
Serial Coupon
Serial Coupon
Serial Coupon
~~r!~\~()lIP()~ .
Serial Coupon
Serial Coupon
Serial Coupon
Serial Coupon
~~~!~L~I:)..lIP()~.._
..__....._....._..-
Serial Coupon
Serial Coupon
Serial Coupon
Serial Coupon
.. .
S~ri~l. C:ollpl:)~.-
Serial Coupon
Serial Coupon
Serial Coupon
Serial Coupon
~erialC:;PllPo~ .. .
Term 1 Coupon
Term 2 Coupon
Coupon
250%
3.250%
500%
500%
500%
--.............................
500%
500%
500%
600%
625%
...........-.....-.-.........
750%
750%
000%
500%
000%
----......................
000%
125%
200%
250%
4.250%
....................................
375%
000%
Yield
450%
480%
510%
550%
3.580%
....................................
600%
640%
680%
720%
780%
............-.................
88.0%
980%
4.120%
020%
180%
............................
240%
4300%
4360%
4.410%
4.450%
.........--.....................
550%
4.230%
Par Amount of Bonds
...............................................................................--........................
. ~~l:)ffe!.iEg.Et:~!1Il1!()~.(Q!.~(;()1I~t2__
........... ..-.--......--.........-......-....... .........-..--.-..--
Gross Production
()~~IY~~~~ri~~(sQi~(;oll~t(Q: ?QQ~) .
1?i..d
(~~:
~Q?'Yo)...._.....
Total Purchase Price
.............................
Maturity
Value
295 000
000
000
000
~Q,QOQ.-
000
000
000
000
_..._....._
~Q,QQg........_.....
000
100 000
725 000
400 000
U?,QQQ.
220 000
270 000
320 000
375 000
~39,QQQ-
595 000
500 000
$24 230,000
Price
99.844%
99.603%
99.969%
99.820%
99.647%
--................................
99.478%
99.161 %
98.788%
99.104%
98.738%
.............-.-....-........-...
98.859%
97.849%
98.812%
103.843%
98.124%
..........................---
97379%
98.004%
98.104%
98.036%
97.466%
..................................
97.300%
106.107%
Dollar Price
294 540
722
977
865
?~,?~~.
582
287
970
89,194
_._..........~~.
916
849
716 387
415,372
...
15?,9?7
1,188 024
244 651
294 973
1,347 995
.._~)~~,?~~
308 935
713 745
$23,988,285
..........---............-....
E~,?~Q,QQ.9Q.
-....-.-.-..----.........--........-
....-. ...-._om.. -
.. ..._.._
(~i~2!.
:..
?2.
?~.?~.?)?
J(I
~?,
?~Q:9Q2
.._......._..._.._..._.??,
g~Q.?l?
J??,
~~?,
~Q?:
~?.
.!! oE.~.
y'~.
Q()I!!!!:~._...
.......... ......-..........--........................-............-.--...--........-...---.-..-.-..--..---......-........_
.._...._....om.
__.._.~~'
0 . 5 ~
Ay~~.gt:Icif~.. . .
.. .... ...
~?IXt:~~.
Ay~r~gt:C:()lIP()~_
..._._
. 4.4Q!?~?Q~
~t:~ .1!.1!~~t:~!.c:()~t~!c:).._
...
True Interest Cost (TIC)
Refunding 112/14/2006 1 10:42AM
...-.....................
4.4821443%
................--........ ....... ....---.........-...........-......-.....-....-..-.-..................--...... .................................. ...........-.................-........--.-.....
5141134%
...................................................................................--.........................................--...........--.............................. .....-............ .......--..................--.....................................--..... ...........--.-....--...........................................
Piper Jaffray & Co.
San Francisco Public Finance Group
EXHIBIT B
CERTIFICATE REGARDING INSURANCE AND SURETY BOND
(See attached.
OHS WEST:260145081.2
41555-
CERTIFICATE OF BOND INSURER
In connection with the issuance of $24 230,000 in aggregate principal amount of
Rosemead Community Development Commission, Los Angelys County, California (the "Obligor
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B, dated their date
of delivery (the "Obligations ), Ambac Assurance Corporation ("Ambac ) is issuing a Financial
Guaranty Insurance Policy and Endorsement thereto (the "Insurance Policy ) guaranteeing the
payment of principal and interest when due on the Obligations, all as more fully set out in the
Insurance Policy.
On behalf of Ambac, the undersigned hereby certifies that:
Ambac
(i) the Insurance Policy is an unconditional and recourse obligation of Ambac
(enforceable by or on behalf of the holders of the Obligations) to pay the scheduled payments of
interest and principal on the Obligations in the event of a Nonpayment as defined in the Insurance
Policy;
(ii) the insurance premium of $449,156.31 was detennined in arms length negotiations in
accordance with our standard procedures, is required to be paid as a condition to the issuance of the
Insurance Policy and represents a reasonable charge for the transfer of credit risk;
(iii) no portion of such premium represents a payment for any direct or indirect services
other than the transfer of credit risk, including costs of underwriting or remarketing the Obligations
or the cost of insurance for casualty of Obligation financed property;
(iv) we are not co-obligors on the Obligations and do not reasonably expect that we will be
called upon to make any payment under the Insurance Policy;
(v) the Obligor is not entitled to a refund of any portion of the premium for the Insurance
Policy in the event that the Obligations are retired prior to their stated maturity;
(vi) we would not have issued the Insurance Policy in the absence of a debt service reserve
fund of the size and type established by the documents pursuant to which the Obligations are being
issued, and it is normal and customary to require a debt service reserve fund of such a size and type
in similar transactions; and
(vii) in connection with the Obligations, Ambac is also (x) executing an Amendment to
'Guaranty Agreement, dated as of the date hereof (the "Guaranty Amendment ), amending that
certain Guaranty Agreement, dated as of March 9, 2006, by and between Ambac and the Obligor
and (y) issuing an Endorsement to Surety Bond No. SB2229BE, which amends Surety Bond No.
SB2229BE, dated March 9, 2006 (the "Original Surety Bond"). To the extent applicable, the
representations made in connection with the Original Surety Bond, as stated in the Certificate of
Bond Insurer dated March 9, 2006, apply to the Guaranty Amendment.
IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this certificate to be
executed in its name on this 21st day of December, 2006, by one of its officers duly authorized as of
such date.
AMBAC ASSURANCE CORPORATION
: ~1 4.
Nicholas A. Concilio
Vice President and
Assistant General Counsel
STATE OF CALIFORNIA
Phil Angelides
Sta te Treasurer and Chair
CALIFORNIA DEBT AND INVESTMENT
915 CAPITOL MALL , ROOM 400
O. BOX 942809
SACRAMENTO, CA 94209-0001
TELE PHONE: 916 ) 653 - 3 2 6 9FAX: (916) 654-7440
ADVISORY COMMISSION
TO:
November 14, 2006
Laura A Gao
Orrick Herrington & Sutcliffe
777 S Figueroa St Ste 3200
Los Angeles, CA 90017
FROM:Jane W. Thompson, Executive Director
RE:ACKNOWLEDGEMENT OF REPORT OF PROPOSED DEBT ISSUANCE
Section 8855 (k) of' the California Government Code requires written notice to be
given to the California Debt and Investment Advisory Commission (CDIAC) no laterthan 30 days prior to the proposed sale of any public agency debt issue.
CDIAC acknowledges receipt of your notice of the following proposed debt issuance:
CDIAC Nbr:
Is suer:
2006-1464
Rosemead Community Development Commission
Area No proj ect:
Proposed Amount:
Proposed Sale Da te:
Date Notice Received:
$24 000,000.
December 21 , 2006
November 13, 2006
Issuers may electronically file the Report or Final- Sale through CDIAC' s
websi te, using the following information:
CDIAC Nbr:
Password:
2006-1464
25005530
CDIAC Number and Password will be provided for each electronic filing of the
Report or Proposed Debt Issuance. This information is unique to this filing
and must be used for any subsequent reporting under this CDIAC Number.
Please submit the Report or Final Sale and the Official Statement (or Offering
Memorandum) on this issue within 45 days 'of the signing of the bond purchase
contract or the acceptance of a bid to purchase the debt, to
www. treasurer. ca. gov / cdiac/reporting. htm under the heading "Reporting Forms"
Official Statements or Offering Memorandums can be sent by e-mail to
CDIAC i s suance~treasurer. ca gov
Any q~estions regarding reporting requirements may be directed to the CDIAC' s Data
Unit at 916 ) 653 - 3 2 69 .
Cc: D6nald J Wagner
Asst City Manager
REPORT OF PROPOSED DEBT ISSUANCE
California Debt and Investment Advisory Commission
915 Capitol Mall, Room 400, Sacramento, CA 95814
O. Box 942809, Sacramento, CA 94209-0001
Tel.: (916) 653-3269 FAX: (916) 654-7440
For Office Use Only
CDIAC NO.
Cumph:tion and tImely submittal of this form to the California Debt and Investmcnt Advisory Commission
(CI) L\C) at the abovc aJdn::ss will assure your cotnpliance with existing California State hl\v and will assist in
the.: maintenance of a cot11plete Jatabase of public debt in California, Thank you for your cooperation,
~r:i iB) tJni R i ..1 ~c~
",...--
ilL! ::IiUV ..;:..=t.1! ~yI'
ISSUER NAME: Rosemead Communi Develo ment Commission
ISSUE NAME: Rosemead Communi~l)evelopment Commission 1kQevelopmentProject ;\rea ~ax A~tion BonGs, Series 2006J3
Please specify type/ name of project: Series 2006B
PROPOSED SALE DATE: December 21. 2006 PRINCIPAL TO BE SOLD: $24 000 000
IS ANY PORTION OF THE DEBT FOR REFUNDING?2
DNo ~ Yes, proposed amount for refunding 2:f, 000 000
Issuer Contact:
Name: J)onal.d.J. Wagner
fide: Assis~
Address: ~Rosemead~E. a~Rosemead~ornia 91770
Phone: (626) 569-2102 Issuer Located In Los j\ng County
Filing Contact:: Name of Individual (representing: cgJ Bond Counselcompleted this form and may be contacted for information:D Issuer Financial j\dvisor, or D Lead Underwriter) who
Name: Laura A. Gao Project~or WiUiam W.
Firm/ I\gency: OrricLHerring.ton & Su~li.fk.LLP
Address: 777 S. Eigueora S~. Suite 3200, I.,os ,Angcles, CaliJornia 9001
Phone: E-mail: orrickc
Send acknowledgement/copies fo: Laur
FINANCING PARTICIPANTS:
BC)ND CC)UNSEL: ()rrick"Berring.ton & Sut.di.fkLLp
PINANCIr\L l\OVIS()R:
UNDER\VRrrER\PURCHASER: ay & C
IS THE INTEREST ON THE DEBT TAXABLE?
Under State law:N() (tax-exempt)
t8J N() (tax-exempt)
D '(ES (taxable)
YES (taxable)Under Federal law:
If the issue is federally tax-exempt, is interest a specific preference
item for the purpose of alternative minimum tax?
0 Yes, preference item ~ No, not a preference item
TYPE OF SALE: Competitive l8J Negotiated
Jedion 885:itjj r1the California G'OIn'flmenl ('ode fl'qllireJ the irruer ~lLJf!Y pmpored nt'ul publi( debt il"Jue to gil'f. writ/en n()ll~'t: oflhe propo,redfdle 10 the CDD"1C I/O luler tban
dqYJp,ior 10 Ihefd/e. l '"dt'r CalijiJf7/ia GO/emmenl Cod~! Jedi,)/l 8855~), The il"JJler ~l(jfrY new p"Mlt' debl iuJle Jha/~ not lalcr liMn ../.5 defYJ q/ier the Jigni'~g of/he bond purt!J(JJf,olllmd in u n(:g()II~/led or pnf't'/e.lill"'h'i,~1!.' or ,!/ic r/he ",i't'Plm/(f r!fa hId Iii iJ ((j!JJPl'litif'f ~/Fnllg, Jllhmil u reP011 ~llin(// Jtlk and ~1Iidul.fttlte"'enllo the ~'()Il1miI"Ji()f/. Tht' C'omminirmmef), require I~/Olmalion 10 he ,ruhmi//ed in the repor/ ol.jincJ/Jak thaI if ((jllJidaf'd "Ppmpn~'/e.
Sedloll ;~;83((,)(2)(J3) a/the C~llijimlla r;(Jf'ff'lllJlelll Cr)c/c ' n:.quire.f tlllil ,I,!), loclt! l~~enq Jdli'~g nJ/imdi,~~ bondf tIt pnl'lile ftlie or Of! U nego/iuled /JclJir Jhal/ ,faull' unitell fttl/t'lt/mlu7ihill IJl/() (~ekf '!lief Ihe hfJl1df ",-em/d to the CJJ//IC tJ\jJ/millnj!, the n?"JrmJ JlJ~r)l the /(j('(J/ aJ!,el1~J' determined 10 Jd//he /;o1ldr ill pn!'t:JIt' Jale or on J1 flegoliated IJtlJir inJ/t'ad rf
,,/
pub/it.' J,I/e.
1)( ')CS:-::I" J :.fcJ/S47.
C 1) L\C: Rc 1ort of Pro os~d l)ebr ssLlancc Pa ,.c 2
TYPE OF DEBT INS'fRUMENT
NOTE
Hond anticipation (RAN)
C;rant obligation (G \N)
()ther note (Please specify below.) (()I11N)
Revenue anticipation (RI\N)
fax allocation (fALN)
Tax and revenue anticipation (fRAN)
Tax anticipation (fAN)
Commercial paper (CP)
Certificates of participation/leases (C() PL)
()ther (please specify below.) (OTH)
BOND
Conduit rev~nue (Private obligor) (CRR)
General obligation (C;()B)
Limited tax obligation (LT()
Oth~r bond (Please specify below.) (()Tf-IB)
Public lease revenue (PL,RB)
Revenue (pool) (Jill)
Revenue (Public enterprise) (PERB)
Sales tax reven ue (SlRB)
Special assessment (SAB)
r8:I 'fax allocation (f AB)
Please specify if "()ther note/C)ther bond/()ther" was checked:
SOURCE(S) OF REPAYMENT
Bond proceeds (B1) PH.)
C;eneral fund of issuing jurisdiction (GNFD)
Grants (C;RNT)
Intergovernmental transfers other than grants (Il'GV)
Local obligations (LOB)
Private obligor payments (P()P)
()ther (please specify.) (O'rl-IS):
Property tax revenues (PR'fX)Public enterprise revenues (PER)
Sales tax revenues (SA'rR)
Spedal assessment:~ (SA)
Special tax revenues (SPTR)
~ Tax-increment erI)
PURPOSE(S) OF FINANCING
Cash flow, interim frnancing (CFH~
D Project, interim financing (PIF)
IIealth care facilities (I-rCF)
Inlospital (f-I()SP)
()ther/multiple health care purposes (equipment;
etc.(OMHC)
Airport (APRI)
Bridges and highways (BRHI)
Convention center (CCTR)
Equipment (EQUP)
Flood con troll storm drainage (FLDS)
Nlultiple capital improvements and public works (l'vICAP)
Other capital improvements and public works (OCA.Parking (PRKG)
Parks / open space (PRK
Ports and marinas (PR TS)
Power generation/ transmission (PWR)
Prisons / jails / correctional facilities (PRSN)
Public building (FB)
Public transit (P1R)
Recreation and sports facilities (RCSP)
Seismic safety improvements/ repair (SSI)
Solid waste recovery facilities (SWS1)
Street construction and improvements (SCI)
Wastewater collection and treatment (WSTW)
Water supply / storage/ distribution (\VI'R)
Insurance/pension funds (IPF)
Other than listed above (()TH)s
College/ university housing (C U I-
Ivfultifamily housing (MFH)3
. Single-family housing (SFH).
College/university facility (CUF)
D K-12 school facility (KSCH)
Other/multiple education uses (equipment, etc.)(()MED)
Student loans (SLC)
cgJ Redevelopment, multiple uses (RD)
Commercial development (CMDV)
Industrial development (INDY)
Pollution control (PC)
Please Specify type/ name of project if different from above: Series 2006B
C~',ldtn lot ~()/fmmel1l if.fUl'rJ of hoJl.ri'~g bondr un required 10 o!JIIJin u (er/~ji(alion./;Y)m tbe .flute Ji"'t?(J.f/(rer allerling 10 their to1npliaf/t'e wilh Ibe J/t/Ie houJing nporlil/)!, requirfmm/fprior 10 /(rlltlflL'a/the bondr loj/nul/lf .fi'~1j,le- or mllll~;:lmi!y !Jou.rin,g.
DOt ~SSFI :4C)7547.1
$24,345 000 *
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CERTIFICATE REGARDING FINALITY
OF PRELIMINARY OFFICIAL STATEMENT
The undersigned hereby certifies and represents that the undersigned is the
Executive Director of the Rosemead Community Development Commission (the
Commission ), and as such is duly authorized to execute and deliver this Certificate and
further hereby certifies on behalf of the Commission as follows:
(a) This Certificate is delivered in connection with the offering and
sale by the Commission of its Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B (the
Bonds ) in order to enable the underwriter of the Bonds to comply with Securities and
Exchange Commission Rule 15c2-12 under the Securities Exchange Act of 1934 (the
Rule
(b) In connection with the offering and sale of the Bonds, there has
been prepared a Preliminary Official Statement dated December 8, 2006, setting forth
information concerning the Bonds and the Commission (the
. "
Preliminary Official
Statement"
). ", '
(c) As used herein
, "
Permitted Omissions shall mean the offering
price(s), interest rate(s), selling compensation, aggregate principal amount, principal
amount per maturity, delivery dates, ratings and other terms of the Bonds depending on
such matters, all with respect to the Bonds.
(d) The Preliminary Official Statement is, except for Permitted
Omissions deemed final within the meaning of the Rule; provided, however, that the
foregoing certification as to the finality of the Preliminary Official Statement does not
include certification as to the finality of the statements and information contained in the
Prelimi~ary Official Statelnent concerning The Depository Trust Company and its Book-
Entry System and the Bond Insurer, its Policy and its Reserve Surety Bond (as such terms
are defined in the Preliminary Official Statement).
Dated as of December 8, 2006 ROSEMEAD COMMUNITY
DE VE LOP ME NT CO MMI S ION
By: tV.
Andrew C. Lazzarett e uti ve Director
* Preliminary, subject to change.
. , , ., . , " .. "
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
PURCHASE CONTRACT
December 14, 2006
Rosemead Community Development Commission
. 8838 E. Valley Boulevard
Rosemead, California 91770
Ladies and Gentlemen:
Piper Jaffray & Co. (the "Underwriter ) hereby offers to enter into this Purchase
Contract (the "Purchase Contract") with the Rosemead Community Development Commission
(the "Commission ) for the purchase by the Underwriter of the Commission s Redevelopment
Project Area No.1 Tax Alloc~tion Refunding Bonds, Series 2006B (the "Series 2006B Bonds
Capitalized terms not otherwise defined herein shall have the meaning assigned such terms in the
Indenture, hereinafter defined.
This offer is made subject to acceptance thereof by the Commission prior to
5 :00 p., applicable California time, on the date hereof, and upon such acceptance, as evidenced
by the , execution hereof by the authorized officers of the Commission in the space provided
. below, this Purchase Contract shall be in full force and effect in accordance with its terms and
shall be binding uponthe Commission and the Underwriter.
1. Purchase and Sale of Bonds Upon the terms and conditions and upon
the basis of the representations herein set forth, the Commission hereby agrees to sell to the
Underwriter and the Underwr~ter agrees to purchase from the Commission, all (but not less than
all) of the Series 2006B Bonds in the aggregate principal amount of $24 230 000., at the
purchase price of $23 842 905.35 (representing the par amount of the Series 2006B Bonds, less
net original issue discount of $241 714.65 and less an underwriting discount of $145 380.00); it
being acknowledged that the Underwriter will on the Closing Date, on behalf of the Commission
wire the $459 156.31 aggregate premium for the Policy and extension of the Surety Bond to
Ambac Assurance and deliver net proceeds to the Commission in the amount of$23 38?,49.04.
The Series 2006B Bonds are being issued pursuant to Resolution No. 2006-
adopted by the Commission on November 14 2006 (the "Bond Resolution ), the Indenture
OHS WEST:260119676.
dated as of October 1 1993 (the "Original Indenture
),
by and between the Commission and
State Street Bank and Trust Company of California, N., as predecessor trustee to U.S. Bank
National Association, as trustee (the "Tr~stee ), as amended and supplemented by a First
Supplement to Indenture dated as of March 1, 2006 (the "First Supplement") and a Second
Supplement to Indenture, dated as of December 1 , 2006 (the "Second Supplement " and together
with the First Supplement and the Original Indenture, the "Indenture ) between the Commission
and U.S. Bank National Association, as trustee (the "Trustee
).
The Series 2006B Bonds shall
mature and shall be subj ect to redemption on the dates and in the amounts and shall bear interest
at the rates as set forth in the Second Supplement and the Official Statement (as hereinafter
defined) and in Appendix I attached hereto. The Series 2006B Bonds shall be authorized to be
issued by a resolution duly adopted by, the Commission (the "Bond Resolution ) and by the
Indenture, in accordance with the California Community Redevelop;ment Law (Part 1 of Division
24 of the California Health and Safety Code) (the "Redevelopment Law ), and other applicable
laws and the Constitution of the State of California. In connection with the issuance of the Series
2006B Bonds, the Commission will purchase a financial guaranty insurance policy (the "Policy
to be issued by Ambac Assurance insuring. the payment of the principal of and interest on the
Series 2006B Bonds when due, and will provide for the extension of the expiration date of the,
Surety Bond so that it provides coverage through the final maturity of the Series 2006B Bonds.
The Underwriter agrees to make a bona fide public offering of the Series 2006B
Bonds at the initial offering prices set forth in the Official State~ent; however, the Underwriter
reserves the right to make concessions to dealers and to change such initial offering prices as the
Underwriter shall deem necessary in connection with the marketing of the Series 2006B Bonds.
Terms defined in the Official Statement are used herein as so defined.
2. Official Statement The Commission hereby ratifies, approves and
confirms the distribution of the Preliminary Official Statement of the Commission with respect
the Series 2006B Bonds dated December 8, 2006 (together with the Appendices thereto,. any
documents incorporated therein by reference, and any supplements or amendments thereto, the
Preliminary Official Statement"), in connection with the public offering and sale of the Series
2006B Bonds by the Underwriter. The Commission shall deliver, or cause to be delivered, to the
Underwriter within seven business days from the date hereof, five executed copies of the final
Official Statement prepared in connection with the Series 2006B Bonds (together with the
Appendices thereto, any documents incorporated therein by reference
, ,
and any supplements or
amendments thereto on or prior to the Closing, the "Official Statement") to be dated as of the
date hereof and to be in such form as shall be approved by the Commission and the Underwriter
and such additional conformed copies thereof as the Underwriter may reasonably request in
sufficient quantities to comply with applicable Municipal Securities Rulemaking Board rules
vvith Rule 15c2-, adopted by the Securities Exchange Commission on June 28 1989 ("Rule
15c2-12"and to meet potential customers' requests for copies of the Official Statement. By,
acceptance of this Purchase Contract, the Commission hereby authorizes the use of copies of the
Official Statement in connection with the public offering an~ sale of the Series 2006B Bonds.
OHS WEST:260119676
Delivery of Bonds
At 9:00 a., applicable California time, on December 21 , 2006, or at such earlier
or later time or date, as shall be agreed upon by the Commission and the Underwriter (such time
and date herein referred to as the "Closing Date ), the Trustee shall deliver to the Underwriter, on
behalf of the Commission, at a location or locations to be designated by the Underwriter, on
behalf 0 f the Commission, in New York, New York (or such other place as may be designated by
the Underwriter prior to the Closing Date), the Series 2006B Bonds in "book-entry fully
registered form and the other documents herein mentioned; and the Underwriter shall accept
such delivery and pay the purchase price of the Series 2006B Bonds as set forth in Section
, hereof by same day funds (such delivery and payment being herein referred to as the "Closing
The Series 2006B Bonds shall be made available to the Underwriter not later than the second
business day before the Closing Date for purposes of inspection.
~resentations of the Commission The Commission represen~s that:
(a) The Commission is a public body, corporate and politic, duly
organized and existing, and authorized to transact business and exercise powers under and
pursuant to the provisions of the Redevelopment Law and has, and at the date of the Closing will
have, full legal right, power and authority (A) to enter into this Purchase Contract, (B) to adopt
the Bond Resolution, (C) to issue, sell and deliver the Series 2006B Bonds to the Underwriter as
provided herein, and (D) to carry out and to consummate the transactions contemplated by the
Bond Resolution, the Indenture, this Purchase Contract and the Official Statement;
(b) The Preliminary Official Statement, as of its date, was correct in all
material respects and did not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary in order to make the statements contained
therein, in the light of the circumstances under which they were made, not misleading;
c) The Official Statement, as of its date, is correct in all material
respects and does not contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary in order to make the statements contained therein
in the light of the cir~umstances under which they 'were made, not misleading;
, ,
( d)The Commission covenants with the Underwriter that prior to the
earlier of (i) receipt of notice from the Underwriter that Official Statements are no longer
required under Rule 15c2-12 or (ii) 25 days after the end of the underwriting period (defined
below) (the "Delivery Period"), if an event occurs, of which the Commission has knowledge
which might or would cause the information contained in the Official Statement" as then
supplemented or amended, to contain an untrue statement of a material fact or to omit to state a
material fact required to be stated therein or necessary to make the statements therein" in the light
of the circumstances under which they were made, not misleading, the Commission shall notify
the Underwriter, and if, in the, opinion of the Underwriter such ev~nt requires the preparation
and publication of a supplement or amendment to the Official Statement, the Commission shall
cooperate with the Underw~ter in th~ preparation of an amendment or supplement to the Official
Statement in a fonn and in a manner approved by the Underwriter, and all printing expenses
OHS WEST:260119676
thereby incurred shall be paid for by the Commission. The tenn "end of the underwriting period"
means the later of (i) the date the Commission delivers the Series 2006B Bonds to the
Underwriter or' (ii) the date the Underwriter does not retain an unsold balance of the Series
2006B Bonds for sale to the public;
( e) If the information contained in the Official Statement is amended
or supplemented pursuant to the immediately preceding subparagraph, at the time of each
supplement or amendment thereto and (unless subsequently again supplemented or amended
pursuant to such subparagraph) at all times subsequent thereto up to and including the end of the
Delivery Period, the portions of the Official Statement so supplemented or amended will not
contain any untrue statement of a material fact or omit to state a material fact required to be
stated therein or necessary to make the statements therein, in light of the circumstances under
which they were made, not misleading;
(f) The Commission has complied, and will at the Closing be
compliance, in all respects, with the Redevelopment Law and any other applicable laws of the
Stat~ of California;
(g)' By official action of the Commission prior to or concurrently with
the acceptance hereof, the Commission has duly authorized and approved the Preliminary
Official Statement and the Official Statement~ and has duly authorized and approved the
execution and delivery of, and the performance by the Commission of the obligations on its part
contained, in the Bond Resolution, the Indenture, the Series 2006B Bonds and this ,Purchase
Contract;
(h) The adoption of the Bond Resolution and the execution and
delivery of the Series 2006B Bonds, the Indenture and this Purchase Contract, and compliance
with the provisions of each thereof, will not conflict with or constitute a breach of or default
under any law~ administrative regulation, judgment, decree loan agreement, note, resolution
agreement or other instrument to which the Commission is a party or is otherwise subject; and
except as described in the Officia1 Statement, the Commission has not entered into any contract
or arrangement of any kind which might give rise to any lien or encumbrance on the revenues
pledged pursuant to, or subj ect to the lien of, the Bond Resolution or the Indenture;
(i) All approvals, consents and orders of any governmental authority,
board, agency or commission having jurisdiction which would constitute a condition precedent to
adoption of the Bond Resoluti?n execution and delivery by the Commission of this Purchase
Contract, the Indenture and the issuance, sale and delivery of the Series 2006B Bonds have been
obtained or will be obtained prior to the Closing (provided ~he Commission shall not
responsible for state blue sky filings);
. (j)
The Series 2006B Bonds when issued, authenticated and delivered
in accordance with the Bond Resolution and the Indenture will be validly issued and will be
valid and binding, obligations of the Commission;
OHS WEST:260119676
(k) The terms and provisions of the Bond Resolution and the Indenture
comply in all respects with the requirements of the Redevelopment Law, and the Bond
Resolution has been duly adopted by the Commission and is valid, legal and binding upon the
Commission enforceable in accordance with its tenns subject to bankruptcy, moratorium or
insolvency or other laws affecting creditors' rights generally and general rules of equity
(regardless of whether such enforceability is considered in a proceeding at law or in equity);
(I) Except as disclosed in the Official Statement there is no action
suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, public board
or body, pending or, to the knowledge of the Commission, threatened against the Commission
, .
affecting the existence of the Commission or the titles of its members or officers, or seeking to
enjoin the sale, issuance or delivery of the Series 2006B Bonds or the revenues of the
Commission pledged or to be pledged to pay the principal of, redemption premium, if any, and
interest on the Series 2006B Bonds, or the pledge thereof, or in any way contesting or affecting
the validity or enforceability of the Series 2006B Bonds, the Bond Resolution, the Indenture or
this Purchase Contract or contesting in any way the completeness or accuracy of the Preliminary
Official Statement or the Official Statement or contesting the power or authority 'of the
Commission to issue the Series 2006B Bonds, to adopt the Bond Resolution or to execute and
deliver the. Purchase Contract or the Indenture nor is there any basis therefor wherein an
, unfavorable decision, ruling or finding would materially adversely affect the validity or
enforceability of the Series 2006B Bonds, the Bond Resolution, the Indenture or this Purchase
Contract;
(m) Any certificate, signed by an authorized officer of the Commission
and delivered to the Underwriter shall be, deemed a representation and warranty of the
Commission to the Underwriter as to the statements made therein;
(n) The Series 2006B Bonds shall be secured in the manner and to the
extent set forth in the Bond Resolution and the Indenture, as appropriate; and
( 0 ) The Commission has not been notified of any listing or proposed
listing by the Internal Revenue Service to the effect that the Commission is, an issuer whose
arbitrage certificates may not be relieq upon.
(p)
The proceeds of the Series 2006B Bonds are being used to (1)
refund the Commission s outstanding Redevelopment Project Area No.1 Tax Allocation Bonds
Series 1993A (the "Series 1993A Bonds ), (2) to extend the expiration date of the Reserve
Surety Bond, and (3) to pay costs of issuance related to the Series 2006B Bonds. The
expenditures of the proceeds of the Series 1993A Bonds were for facilities and improvements
which constitute redevelopment activities authorized by the Redevelopment Law and the
Redevelopment Plan for the Redevelopment Proj ect Area No.
(q)
The State of California Department of Housing and Community
Development (the "Department") completed its audit of the Rosemead Community Development
Commission compliance with statutory housing and housing fund requirements on May 12
2005. The Commission provided the Department with all relevant information related to the
OHS WEST:260119676
prepayment of a portion of the Commission Low and Moderate Income Housing Fund
obligation through fiscal year 2021-22 in the manner and the amounts set forth in Exhibit A to
Commission Resolution 93~adopted on October 13 , 1993. The final audit report of the
Department accepted the Commission s prepayment methodology.
5. ~resentations of the Underwriter The Underwriter represents that it
has full right, power, and authority to enter into this Purchase Contract.
6. Rule 15c2-12 Covenant The Commission covenants to comply, and to
perfonn all actions as may be requested by the Underwriter in order for the Underwriter to
comply, with the applicable provisions of Rule 15c2-12.
7. Conditions to Obli2ations of Underwriter The Underwriter has entered
into this Purchase Contract in reliance upon the representations, warranties and agreements of the
Commission contained herein and upon the accuracy of the statements to be contained in the
documents, opinions, and instruments to be delivered at the Closing. Accordingly, the
Underwriter s obligations under this Purchase Contract to purchase, accept delivery of, and pay
for the Series 2006B Bonds on the Closing Date is subject to the performance by the
Commission of their respective obligations hereunder at or prior to the Closing. The parties
hereto expressly understand that the obligations to purchase the Series 2006B Bonds are and
shall be subject to the following further conditions:
( a) At the time of the Closing, (i) the representations and warranties of
the Commission contained herein shall be true, complete and correct; (ii) each of the documents
and certificates required to be delivered at Closing shall have been duly executed, acknowledged
and delivered by the appropriate parties thereto, shall be in full force and effect and shall not
have been amended, modified or supplemented, except as therein permitted or as may have been
agreed to in writing by the Underwriter; and (iii) the Bond Resolution shall be in full force and
effect and shall nqt have been amended, modified or supplemented except as may have been
agreed to in writing by the Underwriter;
(b) The Underwriter shall have the right to cancel its obligations to
purchase the Series 2006B Bonds if between the date hereof and the Closing, (i) legislation shall
have been enacted (or resolution passed) by or introduced or pending legislation amended in the
Congress of the United States or the State of California (the "State ) or shall have been reported
out of committee or be pending in committee (specifically including, but not limited to
legislation proposed in connection with the current State budget crisis which if enacted would
adverse~y affect the Commission s receipt of tax increment revenues), or a decision shall. have
been rendered by a court of the United States or the State or the Tax Court of the United States
or a ruling shall have been made or a resolution shall have been proposed or made or any other
release or announcement shall have been made by the Treasury Department of the United States
or the Internal Revenue Service, or other federal or State authority, with respect to federal or
State taxation upon interest on obligations of the general character of the Series 2006B Bonds or
with respect to the security pledged to pay debt service on the Series 2006B Bonds, that, in the
Underwriter s .reasonable judgment, materially adversely affects the market for the Series 2006B
Bonds, or the market price generally of obligations of the general character of the Series 2006B
OHS WEST:260119676
Bonds or (ii) there shall exist any event that, in the Underwriter s reasonable judgment, either (A)
makes untrue or incorrect in any material respect any statement or information in the Official
Statement or (B) is not reflected in the Official Statement but should be reflected therein in order
to make the statements and information therein not misleading in any material respect, or (iii)
there shall have occurred any outbreak or escalation of hostilities or other local national or
international calamity or crisis (it being acknowledged by the Underwriter that as of the date
hereof, no such event is occulTing), or a default with respect to the debt obligations of, or the
institution of proceedings under the federal bankruptcy laws by or against, any state of the United
States or agency thereof, or any city in the United States having a population of over one million
the effect of which on the financial markets of the United States will be such as in the
Underwriter s reasonable Judgment makes it impracticable for the Underwriter to market the
Series 2006B Bonds or enforce contracts for the sale of the Series 2006B Bonds, or (iv) there
shall be in force a general suspension of trading on the New'York Stock Exchange, or minimum
or maximum prices for trading shall have been fixed and be in force, or maximum ranges for
prices for securities shall have been required and be in force on the New York Stock Exchange
whether by virtue of determination by that Exchange -or by order of the Securities and Exchange
Commission of the United States or any other governmental authority having jurisdiction that, in
the Underwriter s reasonable judgment, makes it impracticable for the Underwriter to market the
Series 2006B Bonds or enforce contracts for the sale of the Series 2006B Bonds, or (v) a general
banking moratorium shall have been declared by federal, New York or State authorities having
jurisdiction and be in force that in the Underwriter reasonable judgment, makes
impracticable for the Underwriter to market the Series 2006B Bonds or enforce contracts for the
sale of the Series 2006B Bonds, or (vi) legislation shall be enacted or be proposed or actively
considered for enactment, or a decision by a court of the United States shall be rendered, or a
ruling, regulation proposed regulation or statement by or on behalf of the Securities and
Exchange Commission of the United States or other governmental agency having jurisdiction
the subject matter shall be made, to the effect that the Series 2006B Bonds, any obligations of the
general character of the Series 2006B Bonds or the Bond Resolution or the Indenture are not
exempt from the registration, qualification or other requirements of the Securities Act of ~ 933 ' as
amended and as then in effect or of the Trust Indenture Act of 1939, as amended and as then in
effect, or otherwise are or would be in violation of any provision of the federal securities laws, or
(vii) the New York Stock Exchange or other national securities exchange, or any governmental
authority, shall impose any material restrictions not now in force with respect to the Series ,2006B
Bonds or obligations of the general character of the Series 2006B Bonds or securities generally,
or materially incr~ase any such restrictions now in force, including those relating to the extension
, of credit by, or the charge to the net capital requirements of underwriters; or (viii) a ruling,
regulation or order of the Treasury Department of the United States or the Intemal Revenue
Service (the "IRS"), specifically including Circular 230 initially proposed by the IRS
December 30, 2003, shall be made effective on or prior to the Closing Date which in the
Underwriter s reasonable judgment materially and adversely affects the market price of the
Series 2006B Bonds; or (ix) there shall have been any materially adverse change in the affairs of
, the Commission which in the Underwriter s reasonable judgment materially and adversely affects
the market for the Series '2006B Bonds; and
OHS WEST:260119676
(c)At or prior to the Closing, the Underwriter shall receive
the following:
(1) The unqualified approving opinion of Orrick, Herrington &
Sutcliffe LLP ("Bond Counsel") with respect to the Series 2006B Bonds, addressed to the
Underwriter and the Commission, dated the date of the Closing, in substantially the form
attached to the Official Statement as Appendix C;
. '
(2) The opinion of Orrick, Herrington Sutcliffe LLP , as
disclosure counsel to the Commission, addressed to or upon which the Underwriter may
rely, dated the Closing Date, in substantially the form at~ached hereto as Exhibit A
(3) The opinion or opinions of counsel to the Commission with
respect to the Series 2006B Bonds, addressed to the Underwriter, Bond Counsel and the
Commission, dated the date of Closing, in substantially the form attached hereto as
Exhibit B;
4) certificate dated the date of the Closing, signed by the
Executive Director of the C~mmission to the effect that: (i) the representations
warranties and covenants of the Commission contained herein are true and correct in all
material respects on and as of the date of Closing with the same effect as if made on the
date of Closing; (ii) the Commission has complied with all the agreements and satisfied
all of the conditions on its part to be performed or satisfied at or prior to Closing; (iii) no
event affecting the Commission has occurred -since the date of the Official Statement
which either makes untrue or incorrect in any material respect as of the Closing Date any
statement of information contained in the Official Statement or is not reflected in the
Official Statement but, should be reflected therein in order to make the statements and
information therein not misleading, in any material respect; and (iv) the Bond Resolution
the Original Indenture, the First Supplement and the Second Supplement are in full force
and effect and have not been amended in any respect, except as approved in ,writing by
the Underwriter;
(5) A certificate of the Trustee dated the date of the Closing, to
the effect that.: (i) the Trustee is a national banking association organized and existing
under and by virtue of the laws of the United States of America, having full power and
being qualified and duly a~thorized to perform the duties and obligation of the Trustee.
under and pursuant to the Bond Resolution, the Indenture, the Escrow Agreement and the
, Continuing Disclosure Agreement; (ii) the Trustee has agreed to perform the duties and
obligations of the Trustee as set forth in the Bond Resolution, the Indenture, the Escrow
Agreement and the Continuing Disclosure Agreement; (iii) compliance with the
provisions on the Trustee s part contained in the Bond Res01ution, the Indenture, the
, Escrow Agreement and the Continuing Disclosure Agreement will not conflict with
constitute a breach of or default under any judgment, decree, loan agreement, indenture
bond, note, resolution, agreement or other instrument to which the Trustee is a party or
o~herwise subj ect, or, to the best know ledge of the Trustee, any material law
administrative regulation to which the Trustee is subj ect, as a. result of which the
OHS WEST:260119676
Trustee s ability to perform its obligations under the Bond Resolution, the Indenture
, ,
the
Escrow Agreement and the Continuing Disclosure Agreement would be impaired, nor
will any such compliance result in the creation or imposition of any lien, charge or other
security interest or ~ncumbrance of any nature whatsoever "upon any of the properties or
assets held by the Trustee pursuant to the lien created by the Bond Resolution, the
Indenture, the Escrow Agreement and the Continuing Disclosure Agreement under the
terms of any such law, administrative regulation, judgment, decree, loan agreement
indenture, bond, note, resolution agreement or other instrument, except as provided by
the Bond Resolution, the Indenture, the Escrow Agreement and the Continuing
Disclosure Agreement; and (iv) the Trustee has not been served in any action, suit
proceeding, inquiry or investigation, at law or in equity, before or by any, court
governmental agency, public board or body, pending nor, to the best of the knowledge of
the Trustee, is any such action, suit, proc~eding" inquiry or investigation threatened
against the Trustee, affecting the existence of the Trustee, or the titles of its officers to
their respective offices or seeking to prohibit, restrain or. enjoin the issuance, sale and
delivery of the Se~es 2006B Bonds or the collection of revenues ,pledged or to be pledged
to pay the principal of, premium, if any, and interest on the Series 2006B Bonds, or the
pledge thereof, or in any way contesting, the powers of the Trustee or its authority to
perform its obligations under the Bond Resolution, the Indenture, the Escrow Agreement
and the Continuing Disclosure Agreement, wherein an unfavorable decision, ruling or
finding would materially adversely affect the validity or enforceability of the Bond
Resolution, the Indenture, the Escrow Agreement or the Continuing Disclosure
Agreement;
(6) Two copies of this Purchase Contract duly executed and
delivered by the parties hereto;
(7) Two copies of the Official Statement, executed on behalf of
the Commission by the Executive Director;
(8) Two copies of the Original Indenture, the First Supplement
and the Second Supplement;
(9)
(10)
Two copies of the Escrow Agreement;
Two copies of the Continuing Disclosure Agreement;
(11)Two certified copies of the Bond Resolution;
(12) Receipt of a municipal bond insurance policy guaranteeing
payment of principal and interest on the Series 2006B Bonds (the "Policy ), and Surety
Bond evidencing " the extension thereof, each to be provided by Ambac Assurance
Corporation (the "Bond Insurer ), together with certificates of the Bond Insurer and an
opinion of its counsel relating to the legal status of the Bond Insurer, the information
pertaining to the Bond Insurer, the Policy and the Surety Bond contained in the Official
OHS WEST:260119676
Statement, and the enforceability of the Policy and Surety Bond, all in form and substance
acceptable to the Underwriter; and
(13) Evidence from Standard & Poor Ratings Services, a
division of The McGraw Hill Companies, Inc. that the Series 2006B Bonds have be~n
rated at least "BBB+" (Underlying) and "AAA" (based upon the bond insurance policy),
and that such ratings continue to be in effect as of the Closing date;
(14) certificate of The Arbitrage Group, Inc.independent
certified public accountants, dated the Closing Date, to the effect that, with respect to the
Escrow Agreement it has verified the accuracy of the mathematical computations of the
adequacy of the Investment Securities (as defined in the Escrow Agreement), together
wi th the earnings thereon and the cash held in the Escrow Fund established under such
Escr~'Y Agreement, to pay when due the principal and ~nterest due and to become due on
the Prior Bonds to be paid from such Escrow Fund on and prior to the redemption date
thereof and to pay the redemption price thereof on such redemption date;
(15) The opinion of counsel to the Trustee, in form and
substance acceptable to the Underwriter; and
(16) Such additional legal opInIons, certificates, proceedings
instruments and other documents as the Underwriter or Bond Counsel may reasonably
request to evidence compliance by the Commission with this Purchase Contract, legal
requirements (including tax exemption), and the performance or satisfaction by the
Commission at or prior to such time of all agreements then to be performed and all
conditions then to be satisfied by the Commission.
The Commission will furnish the Underwriter with such conformed copies of such
opinions, certificates, letters and documents as the Underwriter may reasonably request. If the
Commission shall be unable to satisfy the conditions to the obligations of the Underwriter
contained in this Purchase Contract, or if the obligations of the Underwriter shall be terminated
for any reason permitted by this Purchase Contract, this Purchase Contract shall terminate and
neither the Underwriter nor the Commission shall have any further obligations hereunder, except
as provided in Section 8 hereof. However, the Underwriter may in its sole discretion waive one
or more of the . conditions imposed by this Purchase Contract for the protection of the
Underwriter, and proceed with the Closing.
OHS WEST:260119676
Expenses
The Underwriter shall be under no obligation to pay, and the Commission shall
pay from its available funds or from the proceeds of the Series 2006B Bonds, certain expenses
set forth in this Section, including but not limited to: (i) all expenses in connection with the
preparation, distribution and delivery of the Preliminary Official Statement, the Official
Statement, and any amendment or supplement thereto, and this Purchase Contract, exclusive of
underwriter s counsel fees; (ii) all expenses in connection with the printing, issuance and
delivery of the Series 2006B Bonds; (iii) the fees and disbursements of Bond Counsel; (iv) the
fees and disbursements of counsel and , consultants, including pricing and redevelopment
advisors, to the Commission in connection with the Series 2006B Bonds; (v) the disbursements
of the Commission in connection with the Series 2006B Bonds; (vi) the fees and disbursements
of the Trustee, including but not limited to, fees and disbursements of its counsel, travel and
other expenses; (vii) any and all fees incurred in connection with obtaining a rating on the Series
2006B Bonds or in obtaining any form of credit enhancement or bond insurance; and (xiii) all
expenses in connection with the preparation execution and delivery of the Indenture and the
Series 2006B Bonds and the preparation and adoption of the Bond Resolution.
9. Qualification under Securities Laws The Commission agrees to
cooperate with the Underwriter in any endeavor to qualify the Series 2006B Bonds for offering
and sale under the securities or "blue sky" laws of such jurisdictions of the United States as the
Underwriter may request; provided that the Commission shall not be required to qualify in, or
submit to the general jurisdiction ', any state in which it is not now so qualified or of which it
has not submitted to the general jurisdiction. The Commission consents to the use of the
Preliminary Official Statement and Official Statement by the Underwriter in obtaining such
qualifications.
10. Notice. Any' notice or other communication to be given to the
Commission under this Purchase Contract may be given by delivering the same in writing at the
address set forth above. Any such notice or comm~nication to be given to' the Underwriter may
be given by delivering the same in writing to:
Piper J affray & Co.
345 California Street, Suite 2200
San Francisco , CA 94104
Attention: Mark Curran, Managing Director
11. Governin2 Law. This Purchase Contract shall be governed by the laws of
the State of California. This Purchase Contract may be executed by the parties hereto in separate
counterparts each of which when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one and the same instrument.
(BALANCE OF PAGE INTENTIONALLY LEFT BLANK)
OHS WEST:260119676
12. Parties in Interest. This Purchase Contract is made solely for the benefit
of the signatories hereto (including the respective successors or assigns of the Underwriter) and
no other person shall acquire or have any right hereunder or by virtue hereof. All
representations, warranties and agreements in this Purchase Contract shall remain operative and
in full force and effect, regardless of (a) delivery of and payment for any of the Series 2006B
Bonds and (b) any termination of this Purchase Contract.
Very truly yours
PIPERJAFFRAY & co.
orized Representative
By:
Accepted and agreed to
as of the date first written above:
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
Andrew Lazzaretto
Executive Director
Attest:
By:
Secretary
OHS WEST:260119676
12. Parties in Interest. This Purchase Contract is made solely for the benefit
of the ,signatories hereto (including the respective successors or assigns of the Underwriter) and
no other person shall acquire or have any right hereunder or by virtue hereof. All representations
warranties and agreements in t11is Purchase Contract shall remain operative and in full force and
effect, regardless of (a) delivery of and payment for any of the Series 2006B Bonds and (b) any
termination of this Purchase Contract.
Accepted and agreed to
as of the date first written above:
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
Andre zaretto
Executive Director
Attest:
By:lj$
Secretary
OHS WEST:260119676
Very truly yours
PIPERJAFFRAY & CO.
By:
Authorized Representative
APPEND IX I
MATURITY SCHEDULE
Series 2006B Bonds
$10 135 000 Series 2006B Serial Bonds
Maturity In terest
(October Amount Rate Yield
2007 $295 000 250%450%
2008 000 250 480
2009 000 500 510
2010 000 500 550
2011 000 500 580
2012 000 500 600
2013 000 500 3 .640
2014 000 3 .500 680
2015 000 600 720
2016 000 625 780
2017 000 750 880
2018 . 100 000 750 980
2019 725 000 000 120
2019 400 000 500 020
2020 175 000 000 180
2021 220 000 000 240
2022 270 000 125 300
2023 320 000 200 360
2024 375 000 250 410
2025 430 000 250 450
$10 595 000 4.375% Series 2006B Term Bonds dated October 1 2033 priced to yield 4.550%
500 000 5.000% Series 2006B Term Bonds dated October 1 , 2033 priced to yield* 4.230%
* Yield reflects an assumed par call on October 1 , 2016.
OHS WEST:260119676.4
EXHIBIT A
IF orm of Opinion of Disclosure Counsel)
(Closing Date
Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, California 91770
Re:Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds
Revenue Refunding Bonds, Series 2006B
Ladies and Gentlemen:
We have acted as disclosure counsel to the Rosemead Community Development
Commission (the "Agency ), as the Commission on this date of $24 230 000 aggregate principal
amount of Redevelopment ,Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
(the "Series 2006B Bonds
).
In that connection, we have reviewed a printed copy of the official statement of
the Commission, dated December 14, 2006 with respect to .the Series 2006B Bonds (the
Official' Statement"), the Purchase C,ontract, dated Deceml?er 14, 2006 (the "Purchase
Contract"), between the Commission and Piper Jaffray & Co.as underwriter (the
Underwriter ), certificates and opinions of the Commission, the City of Rosemead, the Trustee
and others, and we have made such investigations of law as we have, deemed appropriate as a
basis for the conclusion hereinafter expressed.W e have not reviewed any electronic version of
the Official Statement, and assume that any such version is identical in all respects to the printed
version. Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto
in the Official Statement.
In arriving at the conclusion hereinafter expressed we are not expressing any
opinion or view on, and with your permission are assuming and relying on, the validity, accuracy
and sufficiency of the records, documents, certificates and opinions referred to above (including
the accuracy of all factual matters represented and legal conclusions contained therein, including,
without limitation any representations and legal conclusions regarding the due authorization
issuance, delivery, validity and enforceability of the Series 2006B Bonds and the exclusion of
interest thereon from gross income ,for federal income tax purposes, and the legality, validity and
enforceability of the Original Indenture, the First Supplement , the Second Supplement, and any
laws, documents or instruments that may be related to the issuance, payment or security of the
Series 2006B Bonds. We have assumed that all records, documents, certificates and opinions
that we have reviewed, and the signatures thereto, are genuine.
We are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements contained in the Official Statement and make
OHS WEST:260119676.4
no representation that we have independently verified the accuracy, completeness or fairness
any such statements. In our capacity as disclosure counsel to the Commission, to assist it in part
of its responsibility with respect to the Official Statement, we participated in conferences with
representatives of the Commission and the City and their respective counsel, the Underwriter and
others, during which the contents of the Official Statement and related matters were discussed.
Based on our participation in the above-mentioned conferences (which did not extend beyond the
date of the Official Statement), and in reliance thereon and on the records, documents
certificates, opinions and matters mentioned above, we advise you as a matter of fact and not
opinion that, during the course of our role as disclosure counsel with respect to the Series 2006B
Bonds no facts came to the attention of the attorneys in our firm rendering legal services in
connection with such role which caused us to believe that the Official Statement as of its date
(except for any CUSIP numbers, financial, statistical, economic engineering or demographic
data or forecasts, numbers, charts, tables, graphs, estimates, proj ections, assumptions
expressions of opinion, any information about feasibility, valuation, appraisals, absorption, real
estate or environmental" matters, any information about the Bond Insurer, its Insurance Policy or
its Surety Bond, DTC or its book-entry system, or Appendices A, B, D, F and G, included or
referred to therein, which we expressly exclude from the scope of this paragraph and as to which
we express no opinion or view) contained any untrue statement of a material fact or omitted to
state any material fact necessary. to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
By acceptance of this letter you recognize and acknowledge that: (i) the preceding
paragraph is not an opinion but in the nature of negative observations based on certain limited
activities performed by specific lawyers in our firm in our role as disclosure counsel; (ii) the
scope of those activities performed by us were inherently limited and do not purport to
encompass all activities th~t the Commission may be responsible to undertake;. (iii) those
activities performed by us rely on third party representations, warranties, certifications and
opinions including and primarily, representations warranties and certifications made by the
Commission, and are otherwise subject to the conditions set forth herein; and (iv) this letter may
not be sufficient for or appropriate to your purposes.
This letter is furnished by us as disclosure counsel. Our engagement with respect
to this matter has terminated as of the date hereof" and we disclaim any obligation to update this
letter. This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for
any other purpose or by any, other person. This letter is not intended to, and may not, be relied
upon by owners of Bonds or by' any other party to whom it is not specifically addressed.
Very truly yours
ORRICK, HERRINGTON & SUTCLIFFE LLP
OHS WEST:260119676.4
EXHIBIT B
IF orm of Opinion of Counsel to the Commission)
(Closing Date)
Rosemead Community Development Commission8838 E. Valley Boulevard
Rosemead, California 91770
Piper Jaffray & Co.
345 California Street, Suite 2200
an Francisco, California 941 04
Orrick, Herrington & Sutcliffe LLP
777 S. Figueroa Street, Suite 3200
Los Angeles, California 90017
Re:Rosemead Community Development Commission
Redevelopment Proj ect Area No.
Tax Allocation Refunding Bonds
Series 2006B
Ladies and Gentlemen:
We have acted as counsel to the Rosemead ,Community Development
Commission (fonTIerly Rosemead Redevelopment Agency, the "Commission ) in connection
with the sale of its Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series
2006B (the "Series 2006B Bonds ). The Series 2006B Bonds are being issued pursuant
Resolution No. 2006-, adopted by the Commission on November 14 2006 (the "Bond
Resolution ), the Indenture, dated as of October 1 , 1993 (the "Original Indenture
),
by and
between the Commission and State Street Bank and Trust Company of California, N., as
predecessor trustee to U.S. Bank National Association, as trustee (the "Trustee ), as amended
and supplemented by a First Supplement to Indenture, dated as of March 1 , 2006 and a Second
Supplement to Indenture, dated as of December 1 , 2006 (as amended, the "Indenture ) between
the Commission and the Trustee.
In that connection we have examined originals or copies certified or otherwise
identified to my satisfaction of the Issuing Documents, as defined below, the Tax Certificate
dated as of the date hereof (the "Tax Certificate ), the Continuing Disclosure Agreement for the
Series 2006B Bonds, dated as of December 1, 2006 (the "Continuing Disclosure Agreement") by
and among the Commission, the Trustee and U. S. Bank National Association, as dissemination
agent, the Escrow Agreement, dated as of December 1 , 2006 (the "Escrow Agreement") between
the Commission and the Trustee in its capacity as escrow bank under the Escrow Agreement, and
the Official Statement of the Commission, dated December 14, 2006 (the "Official Statement"
relating to the Series 2006B Bonds. The Indenture, the Continuing Disclosure Agreement and
the Escrow Agreement are collectively referred to herein as the "Issuing Documents.
OHS WEST:260119676.4
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the
Issuing Documents.
Based on the foregoing, we are of the qpinion that:
(i) The Commission is a public body, corporate' and politic
duly organized and validly existing under the laws of the State.
(ii) Th~ Issuing Documents have been duly authorized
executed and delivered by the Commission and assuming due authorization, execution
and delivery by the other parties thereto, constitute the valid, legal and binding
obligations of the Commission enforceable in accordance with their respective tenns
except as enforcement thereof may be limited by bankruptcy, insolvency or other laws
affecting enforcement of creditors rights and by the applicati9n of equitable principles if
equitable remedies are sought.
(iii) The Bond Resolution has been duly adopted at a meeting of
the governing body of the Commission, which was called and held pursuant to law and
with all public notice required by law and at which a quorum was present and acting
throughout. The. Bond Resolution is in full force and effect has not been modified
amended or rescinded and constitutes the valid and binding obligation of the Commission
enforceable in accordance with its tenns, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by
the application of equitable principles if equitable remedies are sought.
(iv) The execution and delivery of the Second Supplement, the
Continuing Disclosure Agreement, the Escrow Agreement, the Tax Certificate, the
Purchase Contract and the Official Statement and complian~e with the provisions of the
Issuing Documents, under the circumstances contemplated thereby, (a) to the best of my
knowledge based on inquiry deemed sufficient by me for the purpose of this opinion, do
not and will not in any material respect conflict with or constitute on the part of the
Commission a breach of or default under any agreement or other instrument to which the
Commission is a party or by which it is bound, and (b) do not and will not in any material
respect constitute on the part of the Commission a violation; breach of or default under,
any existing law, regulation court order or consent decree to which the Commission
is subj ect.
(v) The Official Statement has been duly authorized by the
governing body of the Commission and executed on its behalf by an authorized officer of
the Commission.
(vi) No additional authorization, approval, consent, waiver or
any other action by any person, board or body, public or private, not previously obtained
is required as of the date hereof for the Commission to adopt the Bond Resolution, to
enter into or to perfonn its obligations under the Issuing Documents.
(vii) Except as otherwise disclosed in the Official Statement
there is no litigation, proceeding, action, suit, or investigation at law or in equity before or
OHS WEST:260119676.4
. by any court, governmental agency or body, pending or threatened against the
Commission, challenging the creation, organization or existence of the Commission, or
the validity of the Series 2006B Bonds or the Issuing Documents or seeking to restrain or
enjoin the repayment of the Series 2006B Bonds or in any way contesting or affecting the
validity of the Series 2006B Bonds or the Issuing Documents or any of the transactions
referred to therein or contemplated thereby or contesting the authority of the Commission
to enter into or perform its obligations under any of the Series 2006B Bonds or the
Issuing Documents, or which, in any manner, questions the right of the Commission to
issue or to use the Pledged Tax Revenues for repayment of the Series 20o6B Bonds or
affects in any manner the right or ability of the Commission to enter into the Series
2006B Bonds or to collect or pledge the Pledged Tax Revenues for repayment of the
Series 2006B Bonds.
(viii) Based upon examinations which we have made and our
discussions in conferences with certain officials of the Commission and others with
respect to the Official Statement and without having undertaken to detennine
independently the accuracy, completeness or fairness of the statements contained in the
Official Statement (including the Appendices attached thereto), nothing has come to my
attention which would lead me to believe that the Official Statement (other than financial
and statistical data therein and incorporated therein by reference, and other than
infonnation relating to the Bond Insurer, its Insurance Policy or its Surety Bond, DTC or
its Book-Entry System, and the infonnation provided by the Underwriter for inclusion in
the Official Statement, as to which no opinion is expressed) contains an untrue statement
of a material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
Very truly yours
WALLIN, KREss, REISMAN & KRANITZ LLP
OHS WEST:260119676.4
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
AX ALL 0 C A TI 0 N RE FUND IN G BOND S
SERIES 2006B
CERTIFICATE OF MAILING
, Laura A. Gao, of Orrick, Herrington & Sutcliffe LLP, hereby state and certify that for
and on behalf of the Rosemead Community Development Commission on the date hereof
caused to be mailed a Report of Final Sale pertaining to the Series 2006B Bonds postage
prepaid, to the California Debt and Investment Advisory Commission at 915 Capitol Mall, Room
400, Sacramento, California 95814, a true copy of each such Report is attached hereto.
Dated: December 26, 2006
La A. Gao, Proj ct Manager
Orrick, Herrington.& Sutcliffe LLP
-!?:
OHS West:260121547.
REPORT OF FINAL SALE
California Debt and Investment Advisory Commission
915 Capitol Mall, Room 400, Sacramento, CA 95814
O. Box 942809, Sacramento, CA 94209-0001
Tel.: (916) 653-3269 FAX: (916) 654-7440
For Office Use Only
R(;~JD L~~=C~
~~)"
~)lFJ.
Under California GO\Tf111nent COlle Section 8855(i), "The issuer of any new public debt issue shall, not
later than 45 days after the signing of the bond purchase contract in a negotiated or private financing, or
after the acceptance of a bid in a COll1pctitive offering, submit a report of final sale and official statement to
the Conunission. The Cot1l.mission may require information to be submitted in the report of final sale that
is considered appropriate.CDIAC NO #: 2006-1464
ISSUER NAME: Rosemead Community Development Commission
(I f pool bond, list participants)
ISSUE NAME:Rosemeaq Communi~evel.Qpmen~ Commission ~men~ Pro~t Area No.1 Tax Allocation Refunding
Borids, Series 200GB
IF THIS IS A POOLED FINANCING, WHICH ISSUANCE STATUTE IS IT AUTHORIZED UNDER?
D1) Marks-Roos Local Bond Pooling Act 02) JPA Law 03) Installment Sales Agreement, Lease 04) Housing Revenue Bond
Law & Industrial Development Bond Law 05) Other
WILL A VALIDATION ACTION BE PURSUED? ~ No Yes Unknown
ACTUAL SALE DATE: December 14 2006 PRINCIPAL SOLD: $24 000
IS ANY PORTION OF THE DEBT FOR REFUNDING?l
DNo C8J Yes, refunding atTIount (including costs) $24 230 000
Issuer Contact:
N atTIc: A ndre\v C. L,azzarctto
fide: City 1Vlanager
\ddrcss: City of Rosetnead, 8838 E. Valley Blvd., Rosemead, California 91770
Phone: (626) 569-2lQ.1 ISSUER LOCATED IN Los An eles COUNTY
Filing Contact:: Name of Individual (representing: Bond Counsel
colnpleted this form and may be contacted for information:
N ame:J-iaura f\. Can, Project Manager for K~evin I-laIe, Esq
0 Issuer Financial A_dvisor, or D Lead Underwriter) who
Firm/ l\gency: ()rrick, f-lerrington & Sutcliffe LLP
Address: 777 S. Figueroa St., Suite 3200, Los Angeles, California 90017
Phonc:-C2J 3) 6l2.:2.U1 E-mail:.Jgao~orrick.com
Send acknowledgement/ copies to: Laura
\.
(;-ao
Name of individual to whom an invoice for the CDIAC issue fee should be sent:
Na1l1C: lYrark Curran, IVlanaging I)ircctor
Firm:affra & Co.
\ddrcss: 345 California Street. 22nd Floor, San Francisco, California 94104
Phone:-ill5) 984 5139
Sedioll 53583((,~(2)(B) of the California Gol'entlllell! Code requires that aID' local agell~Y selling refunding bonds at private sale or on a negotiated bmis Jhall send a
llJritten Jtatement, withill !JVO weeks after the bonds are .rold, to the CDL4C explaining the reasons wf?y the local agenry detent/ined to sell the bonds at prilJate Jale or
011 (7 lIegotiated basis inJtead of at public Jale.
ThiJjee is authotized ~y 5 eetion 8856 of the California Gover/llnent Code and is charged to the lead IInderJvnter or pttrchaJer of tbe iJJlle. The fee iJ adtl/inistrative!y
set by the COIJJIIll.rJiotl. The (tlrrelltfee Jchedttle Inqy be obtained fro/It CDL4C.
DC )(:SSr.'l A()7S29.
CDIAC: Report of Final Sale
FINANCING PARTICIPANTS (Uirn1 Na1TIe)
FINANCL\L ADVIS()R:
LEAD UNI)ER\'(IRITER/PURCrL\SER:~affray & Co.
BC)Nl) CC)UNSEL: ()rrick. f-Ierrington & Sutcliffe LLP
TRUSTEEjPA YINC; A(~ENT: S. Bank National i\ssociation
MATURITY SCHEDULE
D _\ ttached r8J Included in C)fficial State1nent
MATURITY STRUCTURE
Serial (S)D 'fenn (f)
Serial and term bonds or two or more term (R)
FINAL MATURITY DATE: ()ctober 2033
FIRST OPTIONAL CALL DATE: ()ctobcr 1 2017
SENIOR/SUBORDINATE STRUCTURE Yes r8J No
OFFICIAL STATEMENT / OFFERING MEMORANDUM:
rgJ Enclosed None prepared
WAS THE ISSUE INSURED OR GUARANTEED?
DNa
rgJ Bond Insurance (I)
DLetter of Credit
State Intercept Program (f)
(hhcr (CJ)
GUARANTOR: Ambac Assurance Corporation
ENHANCEMENT EXPIRATION DA TE:-.N /
INDICATE CREDIT RATING:
" "
or examp e or
Not Rated
~ Rated
Standard & Poor s: A
Fitch:
Moody
()ther:
REASON FOR NEGOTIATED REFUNDINGS
I f the issue is a negotiated refunding, indicate the reason(s) why the
bonds \verc issued at a private or negotiated versus a co111petitive
sale.
(1) Timing of the sale provided inure flexibility than a public sale
(2) J'vfore co~t savings \vcre expected to be realized than a public sale
(3) j\Iorc flexibiLity in Jebt stnlcture was available than a public saJe
(4) Issuer able to work with participants familiar with issue/ r than a pub~c
sale
rgJ (5) All of the above
(G) ()ther (please specify)
-'-. . "". .
'T. I)~
e 2
OFFICE LOCATION (City jState)
San Francisco, California
Los Angeles. California
Los Angcles, California
IS THE INTEREST ON THE DEBT EXEMPT FROM
TAXATION?
Under State Law: D No (taxable) r8J Yes (tax-exempt)
Under Federal Law: D No (taxable) r8J Yes (tax-exel11pt)
If the issue is federally tax-exempt, is interest a specific preference
item for the purpose of alternative minimum tax? Yes ~ No
INTEREST TYPE: ~ N IC D' flC D Variable
INTEREST COST:48214430/0
CAPITAL APPRECIATION BOND: Yes ~ No
ISSUANCE COSTS AND FEES: May be ()btained from Issuer
Managemen t Fee
B) 'Total Takedown
C) Underwriter Expenses
Underwriter Spread or Discount
D) Bond Counsel
E) Disclosure Counsel
F) Financial i\dvisor
(~) Rating -i'\gency
H) Credit Enhancemen t
I) 'Trustee Fee
J) Other Expenses
Total Issuance Costs
K) ()RIG IN f\L ISSUE PREMIUlVl
L) ()RIGINAL ISSUE DISCOUNT'
i\1) NET ORIGINAL ISSUE
I) ISCO UNT'j PRE i\'l IUIVI
FOR OE'FICE USE ONLY
FEE:
ESCROW AGREEMENT
by and between
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
and
S. BANK NATIONAL ASSOCIATION
as Trustee
Dated as of December 1, 2006
Relating to
Rosemead Redevelopment Agenc
Redevelopment Project Area No.
Tax Allocation Bonds
Series 1993A
OHS West:260143726.
ESCROW AGREEMENT
This ESCROW AGREEMENT, (the "Agreement"
),
made and entered into as of
December 1 , 2006, by and between the ROSEMEAD COMMUNITY DEVELOPMENT
COMMISSION formerly known as the Rosemead Redevelopment Agency, (the
Commission ), and U.S. BANK NATIONAL ASSOCIATION, a national banking association
organized and existing under the laws of the United States of America, having a corporate trust
office located in Los Angeles, California, and being qualified to accept and administer the trusts
hereby created, as successor trustee (the "Trustee ) and acting as escrow agent hereunder (in
such capacity, the "Escrow Agent"
WHEREAS, the Commission has heretofore issued its Redevelopment Project Area
No.1 Tax Allocation Bonds, Series 1993A (the "Series 1993 Bonds ), pursuant to the tenns of
an Indenture, dated as of October 1 , 1993 (the "Original Indenture
),
by and between t~e
Commission and U.S. Bank National Association (as successor to State Street Bank and Trust
Company of California, N .), as successor trustee;
WHEREAS the Commission has heretofore issued its Rosemead Community
Development Commission Redevelopment Project Area No.1 Tax Allocation Bonds, Series
2006A in the aggregate principal amount of $14 005 000 pursuant to the terms of a First
Supplement to Indenture , dated as of March 1 , 2006 (the "First Supplement"), by and between
the Commission and the Trustee;
WHEREAS, the Commission has determined to issue its Rosemead Community
Development Commission Redevelopment Project Area No.1 Tax Allocation Refunding Bonds
Series 2006B (the "Refunding Bonds ) in the aggregate principal amount of $24 230 000
pursuant to the terms of a Second Supplement to Indenture, dated as of December 1 , 2006 (the
Second Supplement"), by and between the Commission and the Trustee;
WHEREAS, the Refunding Bonds are being issued for the purpose of providing moneys
which will, among other things, be sufficient (together with other moneys and interest earnings
thereon) to redeem the Series 1993 Bonds scheduled to mature on October 1 2033 (the
Refunded Bonds ), on February 6, 2007, at a redemption price equal to 100% of the principal
amount of the Refunded Bonds plus accrued interest thereon to the redemption date, such
amount hereinafter referred to as the "Redemption Price
WHEREAS, the Second Supplement contemplates the setting aside of a portion of the
proceeds of the Refunding Bonds in order to provide for the payment of the Redemption Price of
the Refunded Bonds and that such proceeds shall be deposited in a special escrow fund to be
created hereunder to be known as the Refunding Escrow to be maintained by the Escrow Agent
(the "Refunding Escrow ); and
. WHEREAS, the Commission has taken action to cause to be issued or delivered to the
Escrow Agent for deposit in or credit to the Refunding Escrow certain securities and investments
consisting of non-callable direct obligations of, or non-callable obligations guaranteed by, the
United States of America (the "Investment Securities ), all as listed on Schedule I attached
OHS West:260143726.
hereto and made a part hereof, in an amount which, together with income or increment to accrue
on such securities, have been certified by The Arbitrage Group, Inc. to be sufficient to pay when
and as due the Redemption Price of the Refunded Bonds;
NOW, THEREFORE , the Commission and the Escrow Agent hereby agree as follows:
Section
Redemption
Establishment, Funding and Maintenance of Refunding Escrow~ Notice of
(a) Pursuant to the Second Supplement, the Commission has caused the
Trustee to transfer to the Escrow Agent the sum of $23 218 359.59 from the proceeds of the
Refunding Bonds and to release $180 183.74 on deposit in the Reserve Account under the
Original Indenture and transfer to the Escrow Agent the aggregate $180 183.74 from such funds.
The Escrow Agent hereby accepts and acknowledges receipt of $23 398 543.33 of such monies.
The Escrow Agent agrees to establish and maintain until the Redemption Price of the Refunded
Bonds has been paid in full a fund designated as the "Refunding Escrow " and to hold the
securities investments and moneys therein at all times as a special and separate trust fund
(wholly segregated from all other securities, investments or moneys on deposit with the Escrow
Agent). All securities, investments and moneys in the Refunding Escrow are hereby irrevocably
pledged, subject to the provisions of Section 2 hereof, to secure the payment of the Redemption
Price of the Refunded Bonds.
(b) The Escrow Agent is hereby further irrevocably instructed to give notice
of the redemption of the Refunded Bonds scheduled for redemption on February 6 2007 at the
time and in the manner provided in the Original Indenture in substantially the form attached
hereto as Exhibit and otherwise in conformity with any applicable requirements of the
Original Indenture.
Section 2.Investment of the Refunding Escrow
(a) The Commission hereby directs the Esc~ow Agent to accept in the name of
the Commission, for the account of the Refunding Escrow, the Investment Securities listed on
Schedule I hereto. Except as otherwise provided in this Section, the Escrow Agent shall not
reinvest any remaining portion of the Refunding Escrow and shall hold such portion uninvested
in the Refunding Escrow.
(b) Upon the written direction of the Commission, but ~ubject to the
conditions and limitations herein set forth, the Escrow Agent shall purchase sub.stitute
Investment Securities with the proceeds derived from the sale, transfer redemption or other
disposition of Investment Securities then on deposit in the Refunding Escrow in accordance with
the provisions of this Section 2(b). Such sale, transfer, redemption or other disposition of such
Investment Securities then on deposit in the Refunding Escrow and substitution of other
Investment Securities o( the Commission are permitted hereunder but only by a simultaneous
transaction and only if: (i) a nationally recognized firm of Independent Certified Public
Accountants (the "Independent Certified Public Accountants ) or such other qualified firm
selected by the Commission shall certify that (A) the Investment Securities to be substituted
together with the Investment Securities which will continue to be held in the Refllnding Escrow
OHS West:260143726. 2
will mature in such principal amounts and earn interest in such amounts and, in each case, at
such times so that sufficient moneys will be available from maturing principal and interest on
such Investment Securities held in the Refunding Escrow together with any uninvested moneys
to make all payments required by Section 3 hereof which have not previously been made, and
(B) the amounts and dates of the anticipated payments by the Escrow Agent of the Redemption
Price will not be diminished or postponed thereby; and (ii) the Escrow Agent shall receive an
opinion of nationally recognized bond counsel to the effect that the sale, transfer, redemption or
other disposition and substitution of Investment Securities will not adversely affect the exclusion
of interest on the Refunding Bonds or the Refunded Bonds from gross income for federal income
tax purposes.
(c) Upon the written direction of the Commission, but. subj ect to the
conditions and limitations herein set forth, the Escrow Agent will apply any moneys received
from the maturing principal of or interest or other investment income on any Investment
Securities held in the Refunding Escrow, or the proceeds from any sale, transfer, redemption or
other disposition of Investment Securities pursuant to Section 2(b) not required for the purposes
of said Section, as follows:
(1) to the extent such moneys will not be required at any time for the
purpose of making a payment required by Section 3 hereof, as shall be certified to the Escrow
Agent by a nationally recognized firm of Independent Certified Public Accountants or such other
qualified finn selected by the Commission, such moneys shall be paid over to the Commission
upon the written direction of the Commission as received by the Escrow Agent, free and clear of
any trust, lien, pledge or assignment securing the Refunded Bonds or otherwise existing
. hereunder, after provision for payment of amounts due the Escrow Agent pursuant to Sections 4
and 11 hereo f; and
(2) to the extent such moneys will be required for such purpose at , a
later date such moneys shall, to the extent practicable and at the written direction of the
Commission, be invested or reinvested in Investment Securities maturing at times and in
amounts sufficient to pay when due the Redemption Price (provided that (A) the amount of the
funds to be realized from time to time from such investment or reinvestment shall be certified by
a nationally recognized firm of Independent Certified Public Accountants or such other qualified
firm selected by the Commission, and (B) the Commission shall deliver to the Escrow Agent an
opinion of nationally recognized bond counsel to the effect that such investment or reinvestment
will not adversely affect the exclusion of interest on the Refunding Bonds or the Refunded
Bonds from gross income for federal income tax purposes) and interest earned from stich
investments or reinvestment shall be retained by the Escrow Agent for such purpose.
(d) The Escrow Agent shall not be liable or responsible for any loss resulting
from any reinvestment made pursuant to this Agreement and in full compliance with the
provisions hereof.
Section 3. Payment and Redemption of the Refunded Bonds. Except as 'otherwise
provided in Section 2, the Commission hereby requests and irrevocably instructs the Escrow
Agent to deposit in the Refunding Escrow the principal of and interest on the Investment
Securities held for the account of the Refunding Escrow promptly as such principal and interest
OHS West:260143726. 2
become due and, subject to the provisions of Section 2 hereof, to transfer amounts from the
Refunding Escrow to the Trustee to pay when due the Redemption Price of the Refunded Bonds
on February 6, 2007. Upon payment in full of the Redemption Price of the Refunded Bonds, the
Escrow Agent shall transfer any moneys or securities remaining in the Refunding Escrow to the
Commission after provision for payment of amounts due the Escrow Agent pursuant to Section 4
and 11 hereof, and this Agreement shall terminate. The Refunding Escrow cash flow is set forth
in Schedule II attached hereto.
Section 4.Fees and Costs.
(a) The Commission shall pay to the Escrow Agent from time to time
reasonable compensation for all services rendered under this Agreement. The parties hereto
agree that the duties and obligations of the Escrow Agent shall be as expressly provided herein
and no implied duties or obligations shall be read into this Agreement against the Escrow Agent.
(b) The Commission shall pay to the Escrow Agent additional fees and
reimbursements for costs incurred, including but not limited to legal and accountants ' services
involving this Agreement.
c) The fees of and the costs incurred by the Escrow Agent shall in no event
be deducted or payable from, or constitute a lien against, the Refunding Escrow except as
otherwise provided herein.
Section 5. Merger or Consolidation. Any company into which the Escrow Agent
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 a party or any company to
which the Escrow Agent may sell or transfer all or substantially all of its corporate trust business
provided such company shall be eligible under this Agreement, shall be the successor of such
Escrow Agent without the execution or filing of any paper or any further act, notwithstanding
anything herein to the contrary.
Section 6. Resignation of Escrow Agent.The Escrow Agent may at any time resign
by giving written notice to the Commission of such resign~tion. The Commission shall promptly
appoint a successor Escrow Agent upon receipt of such notice. Resignation of the Escrow Agent
will be effective only upon acceptance of appointment of a successor Escrow Agent. If the
Commission does not appoint a successor, the Escrow Agent may petition any court of
competent jurisdiction for the appointment of a successor Escrow Agent which court may
thereupon, after such notice, if required by law, appoint a successor Escrow Agent. After
receiving a notice of resignation of an Escrow Agent, the Commission may appoint a temporary'
Escrow Agent to replace the resigning Escrow Agent until the Commission appoints a successor
Escrow Agent. Any such temporary Escrow Agent so appointed by the Commission shall
immediately and without further act be superseded by the successor Escrow Agent so appointed.
Section 7. Severability If any section, paragraph, sentence, clause or provision of
this Agreement shall for any reason be .held to be invalid or unenforceable, the invalidity or
unenforceability of such section, paragraph, sentence, clause or provision shall not affect any of.
the remaining provisions of this Agreement.
OHS West:260143726. 2
Section 8. Execution of Counterparts This Agreement may be executed in any
number of counterparts, each of which shall for all purposes be deemed to be an original and all
of which shall together constitute but one and the same instrument.
Section 9. AQplicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California.
Section 10. Definitions Any capitalized term used but not otherwise defined in this
Agreeme:Qt shall have the meaning assigned to such term in the Original Indenture.
Section 11. Indemnification The Commission agrees to indemnify, hold harmless and
defend the Escrow Agent and its officers, directors employees and agents to the maximum
extent permitted by law against any and all losses, damages, claims, actions, liabilities, costs and
expenses of whatever nature, kind or character (including, without limitation, attorneys' fees
litigation and court costs, amounts paid in settlement and amounts paid to discharge judgments)
which may be imposed on, or incurred by or asserted against the Escrow Agent directly or
indirectly arising out of or related to the acceptance and performance by the Escrow Agent of its
duties hereunder. This indemnification shall apply whether any such claim, suit, investigation
proceeding or action is based upon (i) the interference with or breach of or alleged interference
with or alleged breach of any existing contract in connection with the Refunded Bonds, (ii) any
untrue statement or alleged untrue statement of a material fact or omission of a material fact
required to be stated in any offering document with respect to the Refunded Bonds necessary to
make the statements therein, in light of the circumstances under which they were made not
misleading, or (iii) any other wrongful act or alleged wrongful act of the Commission related to
the redemption of the Refunded Bonds; provided, however, that this indemnification shall not
cover any losses or expenses incurred by th~ Escrow Agent as a result of its negligence or willful
misconduct. In addition to the foregoing, the prevailing party in any lawsuit shall be entitled to
attorneys' fees and costs incurred in any judgment proceeding to collect or enforce the judgment.
This provision is separate and severable and shall survive the merger of this Agreement into any
judgment on this Agreement.
The agreements of the Commission hereunder shall survive termination of this
Agreement.
Section 12.Immunities and Liability of Escrow Agent.
(a) The Escrow Agent undertakes to perform only such duties as are expressly
and specifically set forth in this Agreement and no implied duties or obligations shall be read
into this Agreement against the Escrow Agent.
(b) The Escrow Agent shall not have any liability hereunder except to the
extent of its own negligence or willful misconduct. . In no event shall the Escrow Agent be liable
for any special, indirect or consequential damages, even if the Escrow Agent or the Commission
knows of the possibility of such damages. The Escrow Agent shall have no duty or
responsibility under this Agreement in the case of any default in the performance of the
covenants or agreements contained in the Original Indenture. The Escrow Agent is not required
to resolve conflicting demands to money or property in its possession under this Agreement.
OHS West:260143726, 2
(c) The Escrow Agent may consult with counsel of its own choice (which
may be counsel to the Commission) and the opinion of such counsel shall be full and complete
authorization to take or suffer in good faith any action hereunder in accordance with such
opinion of counsel.
(d) The Escrow Agent shall not be responsible for any of the recitals or
representations contained herein or in the Original Indenture other than recitals or
representations specifically made by the Escrow Agent.
( e ) The Escrow Agent may become the owner of, or acquire any interest in
any of the Refunding Bonds with the same rights that it would have if it were not the Escrow
Agent and may engage or be interested in any financial or other transaction with the
Commission.
(t) The Escrow Agent shall not be liable for the accuracy of any calculations
provided as to the sufficiency of the moneys or securities deposited with it to pay the principal
or interest or premium on the Refunded Bonds.
(g)
The Escrow Agent shall not be liable for any action or omission of the
Commission under this Agreement or the Original Indenture.
(h) Whenever in the administration of this Agreement the Escrow Agent shall
deem it necessary or desirable that a matter be proved or established prior to taking or suffering
any action hereunder, such matter (unless other evidence in respect thereofbe herein specifically
prescribed) may, in the absence of negligence or willful misconduct on the part of the Escrow
Agent, be deemed to be conclusively proved and established by a certificate of any authorized
representative of the Commission and such certificate shall, in the absence of negligence or
willful misconduct on the part of the Escrow Agent, be full warrant to the Escrow Agent for any
action taken or suffered by it under the provisions of this Agreement upon the faith thereof.
(i) The Escrow Agent may conclusively rely as to the truth and accuracy of
the statements and correctness of the opinions and the calculations provided to it in connection
with this Agreement and shall be protected in acting, or refraining from acting, upon any written
notice, instruction, request, certificate document or opinion furnished to the Escrow Agent in
connection with this Agreement and reasonably believed by the Escrow Agent to have been
signed or presented by the proper party, and it need not investigate any fact or matter stated in
such notice, instruction, request, certificate or opinion.
(j)
No provision of this Agreement shall require the Escrow Agent to expend.
or risk its own funds or othelWise incur any financial liability in the performance or exercise
any of its duties hereunder, or in the exercise of its rights or powers.
Section 13. Termination of Agreement.Upon payment in full of the principal of and
interest on the Refunded Bonds and all of the fees and expenses of the Escrow Agent
described above, all obligations of the Escrow Agent under this Agreement shall cease and
terminate, except for the obligation of the Escrow Agent to payor cause to be paid to the owners
of the Refunded Bonds not presented for payment all sums due thereon and the obligation of the
Commission to pay to the Escrow Agent any amounts due and owing to the Escrow Agent
OHS West:260143726. 2
hereunder; provided, however, the obligations of the Escrow Agent with respect to the payment
of the Refunded Bonds shall cease and tenninate two years after the date on which the same shall
have become due as described hereunder and in accordance with the Original Indenture.
OHS West:260143726. 2
IN WITNESS WHEREOF the Rosemead Community Development Commission and
u. S. Bank National Association, have caused this Agreement to be executed each on its behalf as
of the day and year first above written.
ATTEST:
By:
Secretary
OHS West:260143726
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By: U.
Authoriz
s. BANK NATIONAL
ASSOCIA TI 0 N, as Escrow Agent
By:
Authorized Officer
IN WITNESS WHEREOF the Rosemead Community Development Commission and
S. Bank National Association, have caused this Agreement to be executed each on its behalf as
of the day and year first above written.
ATTEST:
By:
Secretary
OHS West:260 143726
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:
Authorized Officer
s. BANK NATIONAL
ASSOCIATION as scrow Agent
By:
Authorized Officer
SCHED ULE I
INVES TMENT SECURITIES
description of the Investment Securities .is set forth on Exhibits and G to the
Verification Report prepared by The Arbitrage Group, Inc.attached hereto and incorporated
herein by reference as though fully set forth herein and made a part hereof, relating to the
Refunding Bonds.
OHS West:260143726. 2
SCHED ULE
REFUNDING ESCROW CASH FLOW
The cash flow for the Refunding Escrow is set forth on Exhibits D and F to the
Verification Report prepared by The Arbitrage Group, Inc.attached hereto and incorporated
herein by reference as though fully set forth herein and made a part hereof, relating to the
Refunding Bonds.
OHS West:260 143726. 2
EXHIBIT A
FORM OF NOTICE OF REDEMPTION
ROSEMEAD REDEVELOPMENT AGENCY
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION BONDS, SERIES 1993A
NOTICE IS HEREBY GIVEN pursuant to the terms of the Indenture, dated as of October 1 1993 (the
Original Indenture
),
between the Rosemead Community Development Commission, formerly known as the
Rosemead Redevelopment Agency (the "Commission ) and u.s. Bank National Association (as successor trustee to
State Street Bank and Trust Company of California, N.), as Trustee or Agent, that the bonds listed below (the
Bonds ) have been selected for redemption on February 6, 2007 (the "Redemption Date ) at a redemption price
(the "Redemption Price ) equal to 100% of the principal amount of such Bonds together with interest accrued to the
Redemption Date.
CU8IP*
777520BZ9
Maturit
October 1 , 2033
Rate Amount
$23 095 000
Price
100%
Payment of the Redemption Price on the Bonds called for redemption will be paid only upon presentation
and suITender thereof in the following manner:
Ifby Mai!:(REGIST RED BONDS)If by Mail: (BEARER BONDS)Jfby Hand or Overnight Mail:
Bondholders presenting their bonds in person for same day payment must surrender their bond(s) by
1:00 P.M. on the Redemption Date and a check will be available for pick up after 2:00 P.M. Checks not picked up
by 4:30 P.M. will be mailed out to the bondholder via first class mail. If payment of the Redemption Price is to be
made to the registered owner of the Bond, you are not required to endorse the Bond to collect the Redemption Price.
Interest on the principal amount designated to be redeemed shall cease to accrue on and after the
Redemption Date.
IMPORTANT NOTICE
Under the Economic Growth and Tax Relief Reconciliation Act of 2003 (the "Act"), 28% will be withheld
if tax identification number is not properly certified.
The Trustee shall not be held responsible for the selection or use of the CUS!? number, nor is any
representation made as to its correctness indicated in the Redemption Notice. It is included solely for the
convenience o.f the Holders.
By: U .8. Bank National Association
as Trustee or Agent
Dated:
OHS West:260143726. 2
1111
111111 The Arbitrage Group, Inc.
$24 230 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
(Los Angeles County, California)
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
1111
1111 The Arbitrage Group, Inc.
3212 Smith Street
Suite 201
Houston, Texas 77006
Telephone 713 522 8527
Facsimile 713 522 8471
www.thearbitragegroup.com
December 21, 2006
Rosemead Community Development Commission
Rosemead, California
Piper J affray & Co.
San Francisco, California
OITick, Herrington & Sutcliffe LLP
Los Angeles, California
Ambac Assurance Corporation
New York, New York
s. Bank National Association
Los Angeles, California
$24 230 000
JlOSEMEAD COMMUNITY DEVELOPMENT COMMISSION
(LOS ANGELES COUNTY, CALIFORNIA)
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
The Rosemead Community Development Commission (the "Commission ) proposes to issue the
above referenced bonds (the "Bonds ) which are dated December 21 2006 and will be issued on
December 21 2006. The Bonds consist of $10 135,000 Serial Bonds, $10 595,0004.375% Term
Bonds due October 1 , 2033 and $3,500,000 5.000% Term Bonds due October 1, 2033.
A portion of the proceeds of the Bonds will be used to purchase United States Treasury Securities --
State and Local Government Series (the "Restricted Acquired Obligations It) which will be placed in
an iITevocable trust together with an initial cash deposit to be used solely to refund that portion of the
Rosemead Redevelopment Agency s Redevelopment Project Area No.1 Tax Allocation Bonds, Series
1993A (the "Refunded Bonds ) described below:
Maturities and
Maturities and Sinking Fund Optional
Original Amount Sinking Fund Dates to be Redemption
Amount to be Dates to be Optionally Date and
Series Issued Dated Date Refunded Refunded Redeemed Price
1993A $34 275,000 10-01-1993 $23 095,000 10-01-2019 -
10-01- 2033,
Inel usive
10-01-2019 -
10-01-2033,
Inclusive
02-06- 2007
(g) 100%
Arbitrage Compliance Consultants
1111
1111 The Arbitrage Group, Inc.
Rosemead Community Development Commission, etc.
December 21, 2006
Page
At your request, we have independently verified the arithmetical accuracy of the computations provid-
ed to us by Piper J affray & Co. which indicate: (1) the sufficiency of the receipts from the Restricted
Acquired Obligations together with an initial cash deposit to pay to and at early redemption the prin-
cipaland interest on the Refunded Bonds; and, (2) the "yields" to be considered by bond counsel in its
determination that the Bonds are not "arbitrage bonds " within the meaning of Section 148 of the Inter-
nal Revenue Code of 1986, as amended. The term "yield " as used herein, means that discount rate
which, when used in computing the present value of all payments of principal and interest on an obli-
gation compounded semiannually using a 30/360-day year basis, produces an amount equal to, in the
case of the Bonds, the Issue Price to the Public less the cost of bond insurance and surety premium
extension fee. For purposes of calculating the yield on the Bonds, 5.000% Term Bonds maturing Oc-
tober 1 2033 (the "Callable Premium Bonds ) are treated as redeemed on the early redemption date
of October 1 , 2016 at an early 'redemption price of 100.00%, which produces the lowest yield on the
Bonds.
The original computations, along with certain assumptions and information, were furnished to us by
Piper J affray & Co. on behalf of the Commission. We have relied solely on the assumptions and in-
formation provided to us and have not made any study or evaluation of them, except as noted below.
We express no opinion on the reasonableness of the assumptions, or the likelihood that the debt ser-
vice requirements of the Refunded Bonds will be paid as described in the accompanying Exhibits.
In the course of our engagement, we were fumish~d by Piper J affray & Co. with excerpts from the
Official Statement for the Refunded Bonds, the Official Statement for the Bonds and with copies of
the initial and final subscription forms for the purchase of the Restricted Acquired Obligations.
understand that the initial subscription form was filed on December 14 2006. We compared the in-
formation contained in the schedules provided by Piper J affray & Co. with certain information set
forth in such documents with respect to prices, principal payment dates and amounts, interest pay-
ment dates and rates, yields, and redemption dates and prices. We found that the information con-
tained in such schedules provided to us by Piper J affray & Co. was in agreement with the above-
mentioned information set forth in such documents. In addition, we have verified that, based upon the
table of interest rates payable on United States Treasury Securities -- State and Local Government Se~
ries for use on December 14, 2006, the interest rates payable on the Restricted Acquired.Obligations
are at or below the maximum allowable interest rate for each maturity date.
In our opinion, based on the assumptions and information provided by Piper J affray & Co. on behalf
of the Commission, the computations in the schedules provided tOllS are arithmetically accurate. The
computations in the accompanying Exhibits prepared by us and the comparable schedules provided to
us indicate that:
(1)the receipts from the Restricted Acquired Obligations together with an initial cash deposit of
$0.33 will be sufficient to pay tq and at early redemption the principal and interest on the Re-
funded Bonds; and
the yield of the Bonds, assuming 5.000%Term Bonds maturing October 1 , 2033 are treated as
redeemed on the early redemption date of October 1, 2016 at an early redemption price of
100.00%, is 4.588743%.
(2)
1111
1111 The Arbitrage Group, Inc.
Rosemead Community Development Commission, etc.
December 21, 2006
Page 3
The terms of our engagement are such that we have no obligation to update this report or to verify any
revised computation because of events and transactions occulTing subsequent to the date of this re-
port. This report is issued solely for your informatioJ;l and assistance in connection with the issuance
of the Bonds. This report is not to be quoted or referred to without our prior written consent.
Very truly yours,
1lu ()J;i;, /Jhc
Exhibits
A. Sources and Uses of FundsB. Escrow Cash Flow
1. Debt Service Requirements of the Refunded Bonds to Maturity
2. Debt Service Requirements of the Refunded Bonds to Early RedemptionD. Receipts from Restricted Acquired Obligations and Proof of YieldE. Debt Service Requirements and Proof of Yield on the Bonds Assuming Certain Early
Redemptions on October 2016F. Computation of Net. Original Issue Discount
G..1. Debt Service Requirements of the Callable Premium Bonds bearing interest at 5.000% per
Annum to. Maturity
2. Debt Service Requirements of the Callable.Premium Bonds bearing interest at 5.000% per
Annum to Early Redemption
Exhibit A
Sources and Uses of Funds
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
SO DR CES
Principal Amount of the Bonds
Transfer from Prior Debt Service Reserve Fund
$24,230,000.
323,238.
$25 553,238.
USES
Purchase Price of Restricted Aequired Obligations
Initial Cash Deposit
Deposit to Debt Service Reserve Fund
Costs of Issuance
Underwriter s Discount
Net Original IsSue Discount
Bond Insutance
Surety Premium Extension Fee
Contingency
$23 398,543.
143 054.
162 800.
145,380.
241,714.
449,156.
000.
589.
$25 553 238.
Escrow Cash Flow
Exhib it B
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date
Beginning
Cash
Balance
02/06/07 $ 0.
Receipts from
Restricted
Acquired
Obligations
$23,544 069.
Debt Service
Requirements
of the
Refunded Bonds
to Early Redemption
$23 544 069.
Ending
Cash
Balance
$0.
Exhibit C-
Debt Service Requirements of the Refunded
Bonds to Maturity
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date . Principal
Coupon
Rate Interest
Debt Service
Requirements
of the
Refunded Bonds
to Maturity
04/01/07 $646 660.$646,660.
1 % 1/07 646,660.646 660.
04/01/08 646 660.646,660.
1 % 1/08 646 660.646,660.
04/01/09 646 660.646 660.
1 % 1/09 646,660.646 660.
04/01/10 646 660.646,660.
10/01/10 646 660.646,660.
04/01/11 646 660.646,660.
10/01/11 646,660.646 660.
04/01/12 646,660.646,660.
10/01/12 646,660.646,660.
04/01/13 646,660.646 660.
10/01/13 646 660.646 660.
04/01/14 646 660.646 660.
10/01/14 646 660.00 646,660.
04/01/15 646 660.646,660.
10/01/15 646 660.646,660.
04/01/16 646,660.646 660.
10/01/16 646,660.646 660.
04/01/17 646,660.646,660.
10101/17 646,660.646,660.
04/01/18 646,660.646 660.
10/01/18 646,660.646,660.
04/01/19 646 660.646,660.
10/01/19 020,000.600%646,660.666 660.
04/01/20 618,100.618,100.
1 % 1/20 080,000.600%618,100.698,100.
04/01/21 587,860.587,860.
1 % 1/21 140,000.600%587,860.727,860.
04/01/22 555,940.555,940.
1 % 1/22 1 ,205,000.600%555,940.760,940.
Exhibit C-
Debt Service Requirements of the Refunded
Bonds to Maturity
Rosemead Community Development Commission
Redevelopment Projet;:t Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date Prineipal
Coupon
Rate Interest
Debt Service
Requirements
of the
Refunded Bonds
to Maturity
04/01/23 522 200.522 200.
1 % 1/23 270 000.600%522 200.792 200.
04/01/24 486 640.486,640.
1 % 1/24 340 000.600%486 640.826,640.
04/01/25 449,120.449;120.
1 % 1/25 415 000.600%449 120.864 120.
04/01/26 409,500.409,500.
1 % 1/26 495,000.600%409,500.904 500.
04/01/27 367,640.367 640.
10/01/27 580 000.600%367,640.947,640.
04/01/28 323,400.323,400.
1 % 1/28 675 000.600%323,400.998 400.
04/01/29 276,500.276 500.
1 % 1/29 765,000.600%276 500.041 500.
04/01/30 227,080.227,080.
1 % 1/30 865,000.600%227,080.092 080.
04/01/31 174 860.174 860.
1 % 1/31 970 000.600%174 860.144 860.
04/01/32 119,700.119,700.
10/01/32 7:080 000.600%119,700.199,700.
04/01/33 61,460.460.
1 % 1/33 195,000.600%61,460.256,460.
$23 095,000.$27 173,160.$50 268 160.
Exhibit '
Debt Service Requirements of the Refunded
Bonds to Early Redemption
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date
Coupon
Rate InterestPrincipal
02/06/07 $23 095 000.$449 069.
Debt Service
Requirements
of the
Refunded Bonds
to Early Redemption
$23,544 069.
Coupon rates are as shown in the Debt Service Requirements of the
Refunded Bonds to Maturity.
Exhibit D
Receipts from Restricted Acquired Obligations
and Proof of Yield
Rosemead Community Development Commission
Redevelopment ProjectArea No.1 Tax Allocation Refunding Bonds, ~eries 2006B
Date
Coupon
RatePrincipal
02/06/07 $23 398,543.830%
. .
Interest
$145 526.
Receipts from
Restricted
Acquired
Obligations
$23,544 069.
Purchase Price of
Restrieted Acquired Obligations
Present Value of
Future Receipts
at 12/21/06 Using
a Rate of
022172%
$23,398 543.
$23,398 543.
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Present Value of Future Payments at 12/21/06 Using a Rate of . 4.588743%568,569.$23529129.$24230000.(449,156.31)(241,714.65)(10000.00)$23529,129.
Exh ib it
Computation of Net Original Issue Premium
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date Prineipal
Coupon
Rate Yield Price
Purehase
Price
Accrued Original Issue
Interest Premium/(Diseount)
10/01/07 $295 000.250%450%99.844%$294 539.$0.($460.20)10/01/08 000.250%480%99.603%69,722.(277.90)1 % 1/09 000.500%510%99.969%976.(23.25)10/01/10 000.500%550%99.820%865.(135.00)10/01/11 80,000.500%580%99.647%79,717.(28 40)10/01/12 80,000.500%600%99.478%79,582.(417.60)10/01/13 85,000.500%640%99.161 %286.(713.15)10/01/14 000.500%680%98.788%83,969.030.20)10/01/15 90,000.600%720%99.104%89,193.(806.40)10/01/16 90,000.625%780%98.738%88,864.135.80)10/01/17 95,000.750%880%98.859%916.(1,083.95)10/01/18 100,000.750%980%97.849%97,849.151.00)1 % 1/19 725 000.000%120%98.812%716 387.(8,613.00)10/01/19 400 000.500%020%103.843%415 372.372.10/01/20 175,000.000%180%98.124%152 957.(22 043.00)10/01/21 220 000.000%240%97.379%188 023.(31 976.20)10/01/22 270 000.125%300%98.004%244 650.(25 349.20)10/01/23 320 000.200%360%98.104%294 972.(25,027.20)10/01/24 1 ,375 ,000.250%410%98.036%347 995.(27,005.00) 1 % 1/25 430 000.250%450%97.466%393 763.(36 236.20)1 % 1/3 3 10,595 000.375%550%97.300%10,308 935.(286,065.00)1 % 1/3 3 500 000.000%230%106.107%713 745.213 745.
$24 230 000.$23,988 285.$0.($241 714.65)
Exhibit G-
Debt Service Requirements of the Callable
Premium Bonds bearing interest at 5.000%
per Annum to Maturity
Rosemead Community Development Commission
Redevelopment Project Are~ No.1 Tax Allocation Refunding Bonds, Series 2006B
Date
Coupon
RatePrincipal
04/01/07
1 % 1/07
04/01/08
1 % 1/08
04/01/09
1 % 1/09
04/01/10
1 % 1/10
04/01/11
10/01/11
04/01/12
10/01/12
04/01/13
1 % 1/13
04/01/14
10/01/14
04/01/15
10/01/15
04/01/16
1 % 1/16
04/01/17
1 % 1/17
04/0 1/18
10/01/18
04/01/19
1 % 1/19
04/0 1/20
1 % 1/20
04/01/21
1 % 1/21
04/01/22
1 % 1/22
04/01/23
Interest
$48,611.
500.
87,500.
500.
500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
500.
87,500.
87,500.
87,500.
500.
87,500.
500.
87,500.
87,500.
87,500.
500.
500.
500.
500.
87,500.
500.
87,500.
500.
87,500.
87,500.
Debt Service
Requirements
of the Callable
Premium Bonds
to Maturity
$48,611.
87,500.
. 87 500.
500.
87,500.
500.
87,500.
87,500.
500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
87,500.
500.
87,500.
500.
87,500.
500.
500.
87,500.
87,500.
500.
87,500.
87,500.
87,500.
Debt Service Requirements of the Callable
Premium Bonds bearing interest at 5.000%
per Annum to Maturity
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date
Coupon
Rate
Debt Service
Requirements
of the C"allable
Premi urn Bonds
to MaturityPrincipalInterest
1 % 1/23 87,500.87,500.
04/01/24 87,500.87,500.
1 % 1/24 87 ,500~00 500.
04/01/25 87,500.87,500.
1 % 1/25 87,500.87,500.
04/01/26 87,500.500.
1 % 1/26 $680,000.000%500.767,500.
04/01/27 70,500.500.
10/01/27 620 000.000%500.690 500.
04/01/28 55,000~55,000.
10/01/28 550 000:00 000%55,000.605,000.
04/01/29 250.00 41,250.
1 % 1/29 480,000.000%250.521 250.
04/01/30 29,250.29,250.
1 % 1/30 410 000.000%250.439,250.
04/01/31 19,000." 19 000.
1/31 335,000.000%19,000.354 000.
04/01/32 10,625.10,625.
1 % 1/32 255 000.000%625.265,625.
04/01/33 250.00 250.
1 % 1/33 170,000.000%250.174 250.
$3,500 000.$3,920,861.$7,420,861.
NOTE:
The Callable Premium Bonds are assumed to be called for early redemption
on October 1 , 2016 at. par for yield purposes only.
Exhibit G-
Exhibit G- 2
Debt 'Service Requirements of the Callable
Premium Bonds bearing interest at 5.000%
per Annum to Early Redemption
Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
Date Principal
Coupon
Rate In teres t
Debt Service
Requirements
of the Callable
Premi urn Bonds
to Early Redemption
04/01/07 $48,611.$48 611.
1 % 1/07 87,500.87,500.
04/01/08 87,-500.87,500.
, \
1 % 1/08 87,500.87,500.
04/01/09 87,500.87,500.00
10/01/09 ' 87,500.87,500.
04/01/10 87,500.87,500.
10/01/10 87,500.87,500.
04/01/11 87,500.87,500.
10/01/11 87,500.87,500.
04/01/12 . 87,500.500.
10/01/12 87,500.87,500.
04/01/13 500.87,500.
10/01/13 500.87,500.
04/01/14 500.87,500.
10/01/14 500.87,500.
04/01/15 500.87,500.
10/01/15 500.87,500.
04/01/16 500.500.
1 % 1/16 500 000.500.587,500.
$3,500 000.711 111.211 , 111.
Coupon rates are as shown in the Debt Service Requirements of the
Callable Premium Bonds to Maturity.
NaTE:
The Callable Premiprn Bonds are assumed to be ealled for early redemption
on October 1, 2016 at par for yield purposes only.
1111
1111 The Arbitrage Group, Inc.
. $24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
INCUMBENCY AND SIGNATURE CERTIFICAT.E OFT.HE COMMISSION
The undersigned hereby state and certify:
(a) that they are the duly elected or appointed, qualified and acting Executive
Director and Secretary, respectively, of the Rosemead Community Development Commission, a
public body, corporate and politic, duly organized and existing under and by virtue of the laws of
the .State of California (the "Commission
),
and as such, are familiar with the facts herein
certified and are authorized and qualified to certify the same;
(b) that the following are now, and have continuously been since October 10, 2006
. the duly elected or appointed, qualified and acting members of the Commission:
Gary A. Taylor, Chairperson
John H. Nunez, Vice Chairperson
Margaret Clark
Jay T. Imperial
John Tran
c) that the signatures set forth opposite the names and titles of the following persons
are the true and correct specimens, or are the genuine signatures of such persons, each of whom
holds the office designated below:
Name/Title Signature
Gary A. Taylor, Chairperson
Andrew Lazzaretto, Executive Director
Nina Castruita, Secretary
OHS West:260121547
(d) that for and on behalf of the Commission, the within-named Executive Director
and Secretary have executed and attested to the following documents:
(i) the Second Supplement to Indenture dated as of December 1 , 2006, by
and between the Commission and U. S. Ban1( National Association, as trustee (the
Trustee
(ii) the Continuing Disclosure Agreement, dated as of December 1, 2006 , by
and among the Commission, the Trustee and U.S. Bank National Association, as
dissemination agent;
(iii)the Tax Certificate, dated December 21 , 2006;
(iv) the Escrow Agreement, dated as of December 1 2006, by and between the
Commission and U.S. Ban1( National Association, as escrow agent;
(v)the Official Statement, dated December 14 2006; and
. (vi) the Purchase Contract, dated December 14, 2006, by and between Piper
Jaffray & Co., as underwriter, and the Commission; and
( e) that the bonds designated the "Rosemead Community Development Commission
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Se~ies 2006B " dated
December 21, 2006 have been executed by the manual or facsimile signatures of theChairperson and the Secretary of the Commission.
Dated: December 21 , 2006
e (D.
Andrew Lazzaretto e utive Director of
the Rosemead Community Development
Commission
Nina Castruita, Secretary of the Rosemead
Community Development Commission
OHS West:260121547
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CERTIFICATE OF THE COMMISSION
The undersigned hereby states and certifies:
(a) that the undersigned Andrew Lazzaretto, is the duly appointed, qualified and
acting Executive Director of the Rosemead Community Development Commission, a public
body, corporate and politic, duly organized and existing under and by virtue of the laws of the
State of California (the "Commission
),
and as such, is familiar with the facts herein certified
and is authorized and qualified to certify the same;
(b) that, by all necessary action, the Commission has duly authorized and approved
the execution alld delivery of the Official Statement dated December 14, 2006 (the "Official
Statement"), relating to $24 230 000 aggregate principal amount of Rosemead Community
Developillent Commission Redevelopment Project Area No.1 Tax Allocation Refunding Bonds
Series 2006B (the "Bonds
),
and the execution and delivery of and the perfonnance by the
Commission of the obligations on its part contained in, the following documents (collectively
with the Official Statement, the "Commission Documents
(i) the Second Supplement to Indenture, dated as of December 1 , 2006 (the
. "
Second Supplement"
),
by and between the Commission and U.S. Banle National
Association, as trustee (the "Trustee
(ii) the Purchase Contract dated December 14, 2006, by and between Piper
Jaffray & Co., as underwriter, and the Commission;
(iii) the Continuing Disclosure Agreement, dated as of December 1 , 2006, by
and among the Commission, the Trustee and U.S. Banle National Association, as
dissemination agent;
(iv)the Tax Certificate
, '
dated the date hereof;
(v)the Bonds; and
(vi) the Escrow Agreement, dated as of December 1 2006, by and between the
Commission and U.S. Banle,National Association, as escrow agent;
c) that the representations, warranties and covenants of the Commission contained in
the Commission Documents are true and correct in all material respects as of the date hereof as if
made on the date hereo f
(d) that the Commission has complied with all of the agreements ar:-t4 satisfied all of
the conditions on its part to be'performed or satisfied at or prior to the date hereof;
OHS West:260121547
( e) that no event affecting the Commission has occurred since the date of the Official
Statement which either malees untrue or incorrect in any material respect as of the date hereof
any statement of information contained in the Official Statement or is not reflected in the Official
Statement but should be reflected therein in order to make the statements and information
therein, not misleading;
(f) that the Commission Documents, the Original Indenture, the First Supplement and
Resolution No. 2006-, adopted by the Commission on November 14, 2006, are in full force
and effect and 110ne has been amended in any respect except as approved in writing by the
nderwri ter;
(g) that, except as otherwise disclosed in the Official Statement, there is no litigation
proceeding, action, suit, or investigation at law or in equity before or by any court, governmental
agency or body, pending or, to the best of the undersigned'lmowledge after due inquiry,
threatened against the Commission challenging the creation organization or existence of the
Commission, or the validity of the Commission Documents or the Original Indenture or seeleing
to restrain or enj oin the repayment of the Bonds or in any way contesting or affecting the validity
of the Commission Documents or the Original Indenture or contesting the authority of the
Commission to enter into or perfonn its obligations under any of the Commission Documents, or
under which a determination adverse to the Commission would have a material adverse effect
upon the financial condition or the revenues of the Commission, or which, in any manner
questions the right of the Commission to use the Pledged Tax Revenues (as defined in the First
Supplement) for repayment of the Bonds or affects in any manner the right or ability of the
Commission to collect or ,pledge the Pledged Tax Revenues to the payment of the principal of
and interest on the Bonds; and
(h) The State of California Department of Housing and Community Development
(the "Department") completed its audit of the Rosemead Community Development Commission
compliance with statutory housing and housing fund requirements on May 12 2005. The
ComJTIission provided the Department with all relevant infonnation related to the prepayment of
a portion of the Commission s Low and Moderate Income Housing Fund obligation through
. fiscal year 2021-22 in the manner and the amounts set forth in Exhibit A to Commission
Resolution 93-adopted on October 12 , 1-993. The final audit report of the Department
accepted the Commission s prepayment methodology.
OHS West:260121547
Capi talized undefined terms used herein shall have the meanings ascribed thereto in the
First Supplement.
Dated: December 21 , 2006
OHS West:260121547
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By:CD.
Andrew Lazzarett cuti ve Director
$24 230 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCA TI ON REFUND IN G BONDS
SERIES 2006B
WRITTEN REQUEST AND REQUISITION NO.1 TO THE TRUSTEE
To:S. BANK NATIONAL ASSOCIATION, as successor trustee (the "Trustee under
that certain Indenture, dated Octob~r 1 1993 (the "Original Indenture ), by and between
Rosemead Community Development Commission (formerly known as the Rosemead
Redevelopment Agency) (the "Commission and the Trustee, as supplemented by that
certain First Supplement to. Indenture, dated as of March 1 2006 (the
. "
First
Supplement"
),
by and between. the Commission and the Trustee, and as further
supplemented by that certain Second Supplement to Indenture, dated as of December 1
2006 (the "Second Supp~ement" and collectively with the Original Indenture and the First
Supplement, the "Indenture ), by and between the Commission and the Trustee:
(a) Pursuant to Section 15.01 of the Indenture, the Commission has caused its
$24 230 000 aggregate principal amount of Redevelopment Project Area No.1 Tax Allocation
Refunding Bonds Series 2006B (the "Bonds ) to be executed authenticated and issued under
the Second Supplement and to be delivered to you, as Trustee. The Bonds are dated December
, 2006, and mature on the dates and in the principal amounts and bear interest at the rates as
set forth in the Second Supplement.
(b) You are hereby authorized and directed to authenticate the Bonds, one bond for
each maturity in the aggregate principal amount of such maturity as set forth in the Second
Supplement, by the manual signature of an authorized officer, to register the Bonds in said
principal amounts in the name of Cede & Co., as nominee of The Depository Trust Company
DTC"), and on the date hereof, to deliver the Bonds to Piper J affray & Co., as underwriter of
the Bonds (the "Underwriter
),
through the facilities of DTC upon payment to you by the
Underwriter of the amount of $23 383 749.being the net purchase price of the Bonds
calculated as follows:
Principal Amount of Series 2006B Bonds
Less Net Original Issue Discount
Less Underwriter s Discount
Less Premium for the Policy and Fee for
the Surety Bond
Total Net Purchase Price
$24 230 000.
(241 ? 714.65)
(145 380.00)
(459 156.31 )
$23 383 749.
(c) You are hereby requested, pursuant to Section 15.04 of the Second Supplement
to deposit or transfer for deposit the proceeds of the Bonds in the amount of $23 383 749.04 in
the following accounts:
(i) In the Series 2006B Expense Account in the Expense Fund, the amount of
$165 389.45; and
OHS West:260121547.
(ii)In the Escrow Fund, the amount of $23 218 359.59;
(d) You are hereby requested to transfer the amount of $180 183.74 from the Reserve
Account established under the Original Indenture, to the Escrow Fund established pursuant to the
Escrow Agreement, dated as of December 1 , 2006 (the "Escrow Agreement"), by and between
the Commission and U.S. Banl( National Association, as escrow agent (the "Escrow Agent"
and, as Escrow Agent under the Escrow Agreement, to cause the redemption and defeasance of
the Commission s Redevelopment Project No.1 Tax Allocation Bonds, Series 1993A (the
Series 993 Bonds ) specified in the Escrow Agreement;
(e)Pursuant to Section 10.01 of the Indenture, the Commission hereby represents
. that:
(i)
Indenture;
the Commission is currently in compliance with Section 6.15 of the
(ii) the Commission 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 Internal
Revenue Code of 1986, and any regulations promulgated thereunder (the "Code ), with
respect to the Series 1993A Bonds, from compliance with which the Commission has not
theretofore been relieved under the provisions of this Section 10.01 .of the Indenture are
ministerial and reportorial in nature; and
(iii) the Commission 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 Commission
behalf, and such Trustee has undertal(en to do so;
(f). You are hereby requested to acknowledge receipt of a certified copy of the
Financial Guaranty Insurance Policy No. 26045BE from Ambac Assurance Corporation for
safekeeping; and
(g)
You are hereby. authorized to disburse from the 2006B Expense Account to the
named individuals, firms and corporations for expenses incident to the issuance of the Bond, as
. described on Schedule A attached hereto the amounts indicated therein. The obligations in the
stated amounts have been incurred by the Commission and each item thereof is a proper charge
against the 2006B Expense Account.
OHS West:260121547
Capitalized terms not otherwise defined in this Written Request shall have the meanings
ascribed thereto in the Second Supplement.
Dated: December 21 , 2006
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
By: U. C
Andrew Lazzaret ecutive Director
OHS West:260121547
SCHEDULE A
REQUI~ITION NO.
DISBURSEMENTS FROM 2006B ISSUANCE. EXPENSE ACCOUNT
Payee rpose Not to Exceed Amount*
Orricl(, Herrington & Sutcliffe LLP Bond Counsel and
disbursements
$65 000
Orrick, Herrington & Sutcliffe LLP Disclosure. Counsel and
di s burs em en ts
000
Wallin, Kress, Reisman & Kranitz City Attorney/CommissionLLP Counsel
500
S. Bank National Association Trustee and Escrow Agent fees
and expenses
350
Dorsey & Whitney LLP Trustee s and Escrow Agent'
legal counsel fees
000
The Arbitrage Group, Inc.Verification Agent fees 000
500(PFM Asset Management, LLC Pricing Advisor
Standard & Poor s Rating Services Rating Agency Fee
California Municipal Statistics, Inc.Statistical Reports
500
450
Elabra Printing Fees 000
*Invoices presented for payment may not be paid in excess of the amount set forth above.
OHS West:260121547.
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CERTIFICATE OF MAILING IRS FORM 8038-
, Laura A. Gao, of Orrick, Herrington & Sutcliffe LLP, hereby state and certify that for
and on behalf of the Rosemead Community Development Commission, on the date hereof
caused to be mailed via first class certified mail, return-receipt requested, postage prepaid, an
Information Return for Tax-Exempt Governmental Obligations (Form 8038-G), to the Internal
Revenue Service Center, Ogden, Utah 84201 , a true copy of such Information Return is attached
hereto.
Dated: December 13, 2006
a A. Gao, Proje t Manager
Orrick, Herrington & Sutcliffe LLP
OHS West:260121547.
Form 8038-Information Return for Tax-Exempt Governmental Obligations
~ Under Internal Revenue Code section 149(e)
~ See separate Instructions.
Caution: If the issue price is under $100,000, use Form B03B-GC.
If Amended Return, check here ~
Issuer s name 2 Issuer s employer identification numberRosemead Community Development Commission 95 : 2915072
Number and street (or P.O. box if mail is not delivered to street address) Room/suite 4 Report number8838 East Valley Boulevard 3 02City, town, or post office, state, and ZIP code Date of issueRosemead, California 91770 12/21/2006
Name of issue Rosemead Community Development Commission Redevelopment Project 8 CUSIP number
Area No, 1 Tax Allocation Refundin Bonds Series 2006B 777510BN7
Name and title of officer or legal representative whom the IRS may call for more information 10 Telephone number of officer or legal representativeAndrew Lazzaretto, Executive Director ( 626 ) 569-2110T e of Issue (check a licable box(es) and enter the issue rice) See instructions and attach schedule
Education .
Health and hospital : ~~GE:lVE:O:
DTransportation if)
Public safety.
. ~
. DEC 2 ~ lOO6'.o Environment (including sewage bonds). . '7 . .en DHousing Q; DUtilities
. .
OGDEN1 UT
IX) Other. Describe ~ ital im rovements
If obligations are TANs or RANs, check box ~ If obligations are BANs, check box ~. 0If obli at ions are in the form of a lease or installment sale, check box . ~ 0
Descri tion of Obli ations. Com rete for the entire issue for which this form is bein filed.
OMB No. 1545-0720(Rev. November 2000)
(b) Issue price.(e) Stated redemptionprice at maturity (d) Weighted
average maturity (e) Yield
10/01/2033 $23 988 285
Uses of Proceeds of Bond Issue
Proceeds used for accrued interest. .
Issue price of entire issue (enter amount from line 21, column (b)).
Proceeds used for bond issuance costs (including underwriters' discount)
Proceeds used for credit enhancement. . 25
Proceeds allocated to reasonably required reserve or replacement fund . 26
Proceeds used to currently refund prior issues
. .
Proceeds used to advance refund prior issues
Total (add lines 24 through 28).
Nonrefundin roceeds of the issue subtract line 29 from line 23 and enter amount here.
Descri tion of Refunded Bonds (Com lete this art ani for refundin bonds.
Enter the remaining weighted average maturity of the bonds to be currently refunded
. ~
Enter the remaining weighted average maturity of the bonds to be advance refunded
. ~
Enter the last date on which the refunded bonds will be called.
. ~
Enter the daters) the refunded bonds were issued
Miscellaneous35 Enter the amount of the state volume cap allocated to the issue under section 141 (b)(S) . 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (see instructions)
Enter the final maturity date of the guaranteed investment contract ~37 Pooled financings: a Proceeds of this issue that are to be used to make loans to other governmental units 37a
b If this issue is a loan made from the proceeds of another tax-exempt issue, check box ~ 0 and enter the name of theissuer ~ and the date of the issue ~
If the issuer has designated the issue under section 26S(b)(3)(B)(i)(lIl) (small issuer exception), check boxIf the issuer has elected to pay a penalty in lieu of arbitrage rebate, check box
. .. "
If the issuer has identified a hed e, check box
. .' .. "
5887
310,769
459 156
23 218 360
years
years
Sign
Here
Under penalties of perjury, I declare that I have examined this return and accompanying schedules and statements. and to the best of my knowledge
and belief. they are true. correct. and complete.
u..
Signature of Issuer's authorrz
Andrew Lazzaretto, Executive
12/21/2006'" DirectorDate , Type or prrnt name and trtle
For Paperwork Reduction Act Notice, see page 2 of the Instructions. Cat. No. 63773S Form 8038-(Rev.
(i)
11-2000)
The Depository Trust Company
A subsidiary of The Depository Trust & Clearing Corporation
BLANKET JSSUER LETTER OF REPRESENTATIONS
(To be Completed by Issuer)
Rosemead Community Development Commission
(Name ofIs,'uerJ
(For Municipal Issues:
. Underwriting Department-Eligibility; 50th Floor)
(For Corporate Issues:
General Counsel's Office; 49th Floor)
The Depository Trust Company
55 Water Street
New York, NY 10041-0099'
February 23, 2006
(Date)
Ladies and Gentlemen:
This letter sets fmth our understanding with respect to all issues (the "Securities ) that Issuer
shall request be nlade eligible for deposit by The Depository Tl1lst Company ("DTC"
To induce DTC to accept the Securities as eligible for deposit at DTC, and to act in accordEmce
with DTC's Rules with respect to the Securities , Issuer represents to DTC that Issuer will comply
with the requirements stated in DTC's Operational Arrangements, as they may be amended from
time to time.
Note:
Schedule A contains statements d1at DTC believes accu-
mtely descIibe DTC, the method of effec.1ing book-entry
tnmsfers of seeurities rnstJibuted du'ough DTC, and cer-
tain related matters.
Very tl1.Ily yours
Rosemead Community Development Commission
(Issuer)
By:
- .~~"
Received and AC:t:~:.
,,:..;.
C~~SITO~:r~O,MiAl'iYT Tca i'\'Yv~~~
. y:, -: ~~.
, c
~~., :.
BBJB E. Valley Boulevard
(Street Address)
DrCC
Rosemead, California 91770
(City) (State) (County)(Zip Code)
(626 ) 569-2102
(Phone Number)
The Depository Trust
Clearing Corporatioll
dwag n er(i!)cityofrosemead. org
(E-mail Address)
(2JO2j
SCHEDULE A
(To Blanket Issuer Lelter of Hepresentalions)
SAMPLE OFFERING I?OCUMENT LANGUAGE
DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
(Prepared by DTC-bl"acketed material may be applicable only to certain issues)
1. The Depository Tnlst Company ("DTC"), New York, NY, will act as securities depositOlY for the
securities (the Secmities ). The Seclllities will be issued as fully-registered secmities registered in the
name of Cede & Co. (DTe's partnersbjp'nominee) or such other name as may be requested by an author-
ized representative of DTC. One fully-registered Security certificate will be issued for (each issue of) the
Securities, (each) in the aggregate plincipal amount of such issue and will be deposited with DTC. (If
however, the aggregate principal amount of (allY) issue exceeds $500 million, one certificate will be issued
with respect to each $500 million of principal amount, and an additional certificate will be issued with
respect to any remaining principal amount of such issue.
2. DTC, the, worlel's largest depository, is a limited-pUlpose t11lst company organized under the New
York Banldng Law, a "banking organization" withfu the mecming of the New York Bm1king Law, a member
of the Federal Reserve System, a "clearing cOlporation" 'A':ithil1 the meaning of the New York Unifonn
Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the
Set:urities Exchange Act of 1934. DTC holds ,md pro\':ides asset servicing for over 2 million issues of U.
and non-S. equity issues, corporate and Ilumicipal debt issues, and money market instmments from
over 85 countries that DTC's participant~ ("Diret:t Participants ) deposit \ovith DTC. DTC also facilitates
the post-trade settlement among DireCt Participants of sales and other securities transactiolls in deposited
securities , through electronic computerized book-entry transfers and pledges betvveen Direct
Participants' accounts. This eliminates tlJe need for physical movement of securities certifIcates. Direct
Participants include both U.S. and non-S. securities brokers and dealers, banks, trust companies, clear-
ing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The DepositOlY
Trust & Ck'aring Corporation ("DTCC"). DTCC, in turn, isowned by a number of Direct Participants of
DTC and Members of the National Securities Clearing Corporation, Government SecUlities Clearing
Corporation, MBS Clearing Corporation, and Emerging Markets Clearing Corporation, (NSCC, GSCC
MBSCC, and EMCC, also subsidiaries of DTCC), as well as by the New York Stock Exchange, Inc., the
American Stock Exchange LLC, and the National Association of SecUlities Dealers, Inc. Access to the
DTC system is also available to others such as both U.S. and non-S. securities brokers ar1d dealers
banks, tmst companies, and clearing corporations that clear through Qr maintain a custodial relationship
with a Direct Participant, either clirectly or indirectly ("Indirect Participants ). DTC has St!U1dard & Poor
highest rating: AAA. The DTC Rules applicable to its Participants are on file with the Securities and
Exchange Commission. More information about DTC can be found at www.dtcc.coin.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants
whichwi.l\ receive a credit for the Secmities on DTC's records. The ownership interest of each actual pur-
chaser of each Security ("Beneficial Owner )is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confinnation from DTC of their purc:ha~e.
BeneHcial Owners are, however, eApected to receive written confirmations pro\o':icling details of tl1e transac-
tjon, as well as periodic statements of their holdings, from tile Direct or Indi~eq Participant through which
the Beneficial Owner entered into the tnmsaction. Transfers of ownership interests in the Securities are
be accompJished by entries made on the books of Direct and Indirect Participants acting on behalf of
Benefic:ial Owners. Beneficial Owners will not receive certificates representing their o\\o11ership interests in
Secmities, except in the event that tL~e of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are regis-
tered in the name of DTC:, partnership nominee, Cede & Co., or such otl1er name as may be requested
by au authorized representative of DTc. The deposit of Securities ",~tll DTC and their registration in the
name of C(~de & Co. or stich other DTC nominee do not eflect any change in beneficial ownership. DTC
has no knowledge of the actual Beneficia) Owners of the Securities; DTC's records reflect only the identity
of the Direct ParUcjpants to whose accounts s1.1ch Secmitics arc credited, which mayor may not be the
Benefida! Owners. TIle Direct aae! hie/irect Partit:ipants will rernain responsible for keeping Cll.:count of
their hokljngs on hcha)f' of their customers.
5. Conveyance of notices and other communications by DTC to Direct Participants, by Direct
Pmtic:ipants to Indirect Particip,mts, Emd by Direct Pmiicipants and Indirect Participants to Beneflcial
Owners will be governed by aITangernents among them, subject to any statutory or regulatory requjre-
ments EL~may be in effect from time t6 rune. (Benefidal Owners of Seclllities may wish to take certain
steps to augment tbe traIlsmission to them of notices of significant events with respect to the Securities
such as redemptions, tenders, defaults, and proposed amendments to the Security documents. For exam-
ple, Beneficial Owners of Securities may wish to ascertain that the nominee holding the Seclllities for
their benefit has agreed to obtain and transmit notices to Beneficial Ow11ers. In the alternative, Beneficial
Owners may wish to provide their names and addresses to the registrar and request that copies of notices
be prO\,ided direetly to them.
fG. Redemption notices shall he sent to DTC. Ifless than all of the Seclllities within an issue are being
redeemed, DTC's practke is to determine by Jot the amount of the:' interest of each Direct Palticipant in
such issue to be redeemed.
7. Neither DTC nor Cede & Co. (nor any other DTC nominee) wiI) consent or vote with respect to
Seclllities unless autllOdzed by a Direct Parti.c:ipant in accordance ,'lith DTC's Procedures. Under its usual
procedures, DTC mails an Omnibus Prox')' to Issuer as soon as possible after the record date. The
Omnibus Pro),.')' assigns Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts Securities moe credited on the record date (identified in a listing attached to the Omnibus Proxy).
8. Redemption proceeds, distlibutions, and dividend payments on the Secudties ",ill be made 'to Cede
& Co., or such other nominee as may be requested by Em authOlized :r;:epresentative of DTC. DTC's prac-
tice is to credit Direct: Participants' accounts upon DTC's receipt of funds and corresponding detail infor-
mation from Issuer or Agent, on payable date in accordance 'with their respective holdings shown on
DTC's records. Payments by Participant5 to Beneficial Owners '\-ill be governed by standing instmctions
~md customary practi.ces, as is the case with securities heJd for the accounts of customers in bearer form or
re~r:i.~tered in "street name " and wiJI be the responsibility of such Participant and not of DTC (nor it~ nom-
inee), Agent, or Issuer, subject to any statutory or regulatory requirements as may be in effect from time to
time. Payment of redemption proceeds, distlibllti.ons, and dividend payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is the responsibility of Issuer
or Agent, di~bursement of such payments to Dire9t Participants will be the responsibility ofDTC, Emd CllS-
bursement of such payments to the Beneficial Owners \'l.ilJ be the responsibility of Direct ,md IndirectParticipants.
f~). A Beneficial OV\.1)er shall give notice to elect to have its Securities purchased or tendered, through
its Participant, to (Tender/Remarketing) Agent, and shall effect delivery of such SecU1ities by causing theDirect Participant to transfer the Participant's interest in the Securities, on DTC's records, to(Tender/Remarketing) Agent. Tbe requirement for physical delivery of SecUlities in connection with an
optional tender or a mandatory purchase will he deemed satisfied when the ownership lights in the
SecUlities are transferred by Direct Participants on DTC's records and followed by a book-enby credit of
tendered Secmities to (TenderlReinarketing) Agent's DTC account.
10. DTC may discontinue providing:its services as depository with respect to the Secnrities at any time
by giving re,L~onable notice to Issuer or Agent. Under such circumstanees, in the event that a successor
depository is not obtained, Security certwcates are required to be printed and delivered.
I I. Issuer may decide to discontinue use of the system of book-entry transfers through DTC (or a suc-
cessor sec\1!iti(~s depository). In that event, Seelllity certiIlcates will be p1i11ted and delivered.
12. The information in this section concerning DTC and DTC's book-entry system has been obtained
from sources that Issuer believes to be reliable, but Issuer takes no respollsibiJjty for the accuracy thereof.
$24,230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CERTIFICATE OF U.S. BANK NATIONAL ASSOCIATION
US. Bank National Association ("US. Bank") hereby states and certifies:
(a) that the undersigned is an authorized officer of U.S. Bank and as such, is familiar
with the facts herein certified and is authorized and qualify to certify the same;
(b) that the undersigned is an authorized officer of U.S. Bank, acting as (i) successor
trustee (the "Trustee ) under that certain Indenture, dated as of October 1993 , by and between
the Rosemead Development Commission (the "Commission ) and State Street Bank and Trust
Company of C alifomi a, N., as predecessor trustee, as supplemented by the First Supplement to
Indenture, dated as of March 2006 (the "First Supplement"), by and between the Commission
and US. Bank, and as further supplemented by the Second Supplement to Indenture, dated as of
December 1 , 2006 (the "Second Supplement"), by and between the Commission and US. Bank;
(ii) Trustee and dissemination agent (the "Dissemination Agent") under the Continuing
Disclosure Agreement, dated as of December 1 2006 (the "Continuing Disclosure Agreement"
by and between the Commission and US. Bank; and (iii) escrow agent under that certain Escrow
Agreement, dated as of December 1 , 2006 (the "Escrow Agreement"), by and between the
Commission and U.S. Bank;
(c) that U.S. Bank has duly authorized the execution and delivery of the Second
Supplement, the Continuing Disclosure Agreement and the Escrow Agreement (collectively, the
US. Bank Documents ), and each of the U.S. Bank Documents has been duly authorized and
executed by U.S. Bank;
(d) that U.S. Bank is a national banking association organized and existing under and
by virtue of the laws of the United States of America, having full power and being qualified and
duly authorized to perform the duties .and obligations under and pursuant to the US. Bank
Documents;
(e) that, to the best knowledge of US. Bank, compliance with the provisions on US.
Bank's part contained in the US. Bank Documents will not conflict with or constitute a breach
of or default under any judgment, decree, loan agreement, indenture, bond, note, resolution
agreement or other instrument to which U.S. Bank is a party or is otherwise subject, or any
material law or administrative regulation to which US. Bank is subject, as a result of which U.
Bank's ability to perform its obligations under the U.S. Bank Documents would be impaired, nor
will any such compliance result in the creation or imposition of any lien, charge or other security
interest or encumbrance of any nature whatsoever upon any of the properties or assets held by
S. Bank pursuant to the lien created by the US. Bank Documents under the terms of any such
law, administrative regulation, judgment, decree, loan agreement, indenture, bond, note
resolution, agreement or other instrument, except as provided by the U.S. Bank Documents;
OHS West:260121547.2
(f) that, to the best knowledge of US. Bank, U.S. Bank has not been servea many
action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court
governmental agency, public board or body, pending nor, to the best of the knowledge of US.
Bank, is any such action, suit, proceeding, inquiry or investigation threatened against US. Bank
affecting the existence of U.S. Bank, or the titles of its officers to their respective offices or
seeking to prohibit, restrain or enjoin the issuance, sale and delivery of the Series 2006B Bonds
or the collection of revenues pledged or to be pledged to pay the principal of, premium, if any,
and interest on the Series 2006B Bonds, or the pledge thereof, or in any way contesting the
powers of US. Bank or its authority to perform its obligations under the U.S. Bank Documents
wherein an unfavorable decision, ruling or fInding would materially adversely affect the validity
or enforceability of the U.S. Bank Documents;
(g)
that pursuant to the provisions of the Second Supplement, the Bonds were
authenticated in the name of and on behalf of the undersigned by an authorized signatory of the
undersigned, duly authorized to authenticate the Bonds, as evidenced by the Authorizing
Resolution of U.S. Bank referred to in paragraph (c) hereof, were regi~tered and delivered by
US. Bank pursuant to the Second Supplement and the Written Request of the Commission
dated the date hereof, and as directed by the underwriter for the Bonds;
(h) that, to the best knowledge of U.S. Ballk, all approvals, consents and orders of
any governmental authority or agency having jurisdiction in the matter, receipt of which would
constitute a condition precedent to the performance by U.S. Bank of its obligations under the
US. Bank Documents, have been obtained and are in full force and effect. The undersigned
certification does not include compliance with federal and state securities laws;
(i) that to the best knowledge of US. Bank, no litigation is pending or threatened
(either in state or federal courts) (i) in any way contesting the existence or trust powers of US.
Bank, or U.S. Bank's ability to fulfill its obligations under the U.S. Bank Documents, (ii) to
restrain or enjoin the authentication of the Bonds by U.S. Bank; or (iii) in any way contesting or
affecting any authority for the issuance of the Bonds; and
OHS West:260121547.
(j)
that US. Bank is duly authorized to . authenticate the Rosemead Community
Development Commission Redevelopment Project Area No.1 Tax Allocation Refunding Bonds
Series 2006B , in the aggregate principal amount of $24 230 000, and to deliver said bonds to
Piper Jaffray & Co., as underwriter, pursuant to the terms ofthe Second Supplement.
Dated: December 21 , 2006
s. BANK NATIONAL
ASSOCIATION, as Trustee,
Disse n a dEscrow Agent
By:
OHS West:260121547
s. BANK NATIONAL ASSOCIATION
A UTH 0 RIZED SI GNER(S)
I hereby certify that the following is a true and exact extract of Article VI of the Bylaws
presently in effect for U.S. Bank National Association, an association organized and existing
under the laws of the United States:
ARTICLE VI.
CONVEYANCES, CONTRACTS, ETc.
All transfers and conveyances of real estate, mortgages, and transfers, endorsements or
assignments of stock, bonds, notes, debentures or other negotiable instruments, securities or
personal property shall be signed by any elected or appointed officer.
All checks , drafts, certificates of deposit and all funds of the Association held in its own
or in a fiduciary capacity may be paid out by an order, draft or check bearing the manual or
facsimile signature of any elected or appointed officer of the Association.
All mortgage satisfactions, releases all types of loan agreements all routine
transactional documents of the Association, and all other instruments not specifically provided
for, whether to be executed in a fiduciary capacity or otherwise, may be signed on behalf of the
Association by any elected or appointed officer thereof.
The Secretary or any Assistant Secretary of the Association or other proper officer may
execute and certify that required action or authority has been given or has taken place by
resolution of the Board under this Bylaw without the necessity of further action by the Board.
I further certify that Brad E. Scarbrough of U.S. Bank National Association, has been duly
elected and qualified and now holds the office listed herein, and that the signature of such officer
is authentic:
Brad E. Scarbrough
Vice President WILL SIGN:
0f(
------
IN WITNESS WHEREOF, I have hereunto set my hand to be affixed hereto.
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCA TI 0 N REFUND IN G BONDS
SERIES 2006B
RECEIPT FOR PURCHASE PRICE
The.undersigned hereby states and certifies:
(a) that the undersigned is an authorized officer of U.S. Bank National Association
as successor trustee (the "Trustee ), under that certain Indenture, dated as of October 1 , 1993
(the "Original Indenture ), by and between the Rosemead Community Development
Commission (formerly the Rosemead Redevelopment Agency) (the "Commission ) and the
Trustee, as supplemented by that certain First Supplement to Indenture, dated as of March 1
2006; by and between the Commission and the Trustee, and as further supplemented by that
certain Second Supplement to Indenture, dated as of December 2006, by and between the
Commission and the Trustee, and as such, is familiar with the facts herein certified and is
authorized and qualified to certify the same;
(b) that on the date hereof the Trustee did receive from Piper Jaffray & Co., as
underwriter (the "Underwriter ) of the Commission s Redevelopment Project Area No. I Tax
Allocation Refunding Bonds, Series 2006B (the "Bonds ), in the aggregate principal amount of
$24 230 000, the amount of $23 383 749., which represents the net purchase price of the
aggregate principal amount of the Bonds.
Said net purchase price was represented by the Commission to be computed' as follows:
Principal Amount of Series 2006B Bonds
Less Net Original Issue Discount
Less Underwriter s Discount
Less Premium for the Policy and Fee for the
Surety Bond
Total Net Purchase Price
$24 230 000.
(241 714.65)
(145 380.00)
(459,156.31)
$23 383 749.
(c) that, pursuant to Section 15.04 of the Second Supplement, on the date hereof the
Trustee deposited, or transferred for deposit, from the proceeds of the sale of the Bonds, the
following sums in the following accounts:
(i) In the Series 2006B Expense Account in the Expense Fund, the amount of
$165 389.45; and
(ii)In the Escrow Fund, the amount of$23 218 359 59;
(d) that on the date hereof the Trustee did transfer $180 183.74 from the Reserve
Account established under the Original Indenture, to the Escrow Fund established pursuant to the
OHS West:260121547.2
Escrow Agreement, dated as of December 1 , 2006 (the "Escrow Fund") on deposit with the
Trustee; and
. ( e) that on the date hereof the Trustee did receive a certified copy of the Financial
Guaranty Insurance Policy No. 26045BE from Ambac Assurance Corporation for safekeeping.
Capitalized terms not otherwise defined herein shall have the meanings ascribed to
thereto in the Indenture.
Dated: December 21 , 2006
S. BANK NATIONAL::s
rn:Qr~AuthorIzed Officer
No. A-$295 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND , SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
250%October 1 , 2007 December 21 , 2006 777510AT5
Registered Owner: CEDE & Co.
Principal Amount:TWO HUNDRED NINETY-FIVE THOUSAND DOLLARS
THE ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION, a public body,
corporate and politic, duly organized and existing under and pursuant to th~ 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 ereon from the interest payment date next
preceding the date of registration on this Bond s this Bond is registered during the period
from the 16th day of the month next precy, . rest payment date to and including such
interest payment date, in which eventJt~l1' :hfYinterest from such interest payment date, or
unless. this Bond is regist~red on ~-s:~~l~ig
~,:~~
rch 15, 2007 in which. event it shall bear interest
from Its Dated Date) untIl the p~~,-~a~fiereof shall have been paid, at the Rate of Interest
specified above, payable on April ~O~)7 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West260I43258.
No. A-$70 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
3.250%October 1 , 2008 December 21 , 2006 777510AU2
Registered Owner:CEDE & Co.
Principal Amount:SEVENTY THOUSAND 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 a est payment date to and including such
interest payment date, in which event it shall t from such interest payment date, or
. unless this Bond is registered on or before 007 in which event it shall bear interest
from its Dated Date) until the princip' all have been paid, at the Rate of Interest
specified above, payable on April 1 emiannually thereafter on April 1 and October 1
in each year. Both the interest hereon principal hereof are payable in lawful money of the
United States. of America. The principa (or redemption price) hereof is payable upon surrender
hereof at maturity or the earlier redemption hereof at the principal corporate trust office of US.
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 Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all oflike tenor and
d~te (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, and a
0 HS West:260143258.
No. A-$75 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
500%October 1 , 2009 December 21 , 2006 777510A VO
Registered Owner: CEDE & Co.
Principal Amount:SEVENTY-FIVE THOUSAND 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 speci;(ied 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 (unles this Bond is registered during the period
from the 16th day of the month next preceding a est payment date to and including such
interest payment date, in which event it shall t from such interest payment date, or
unless this Bond is registered on or before , 2007 in which event it shall bear interest
from its Dated Date) until the princi all have been paid, at the Rate of Interest
specified above, payable on April 1 semiannually thereafter on April 1 and October 1
in each year. Both the interest hereon 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260I43258.
No. A-
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:
5000%October 1 , 2010
Registered Owner: CEDE & Co.
Principal Amount:
DATED DATE:
December 21 , 2006
SEVENTY-FIVE THOUSAND DOLLARS
$75 000
CUSIP:
777510AW8
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 "Coinmission ), 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 t reon from the interest payment date next
preceding the date of registration on this Bond this Bond is registered during the period
from the 16th day of the month next prece : est payment date to and including such
interest payment date, in which event it nterest from such interest payment date, or
unless this Bond is registered on or 15, 2007 in which event it shall bear interest
from its Dated Date) until the pri"
""'
. eof shall have been paid, at the Rate of Interest
specified above, payable on April 1 and sem~annuallythereafter 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal- amount to $24 230 000, all of like 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 fudenture, dated as of March 1 , 2006, and a
OHS West:260143258.
No. A-$80 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP :
500%October 1 , 2011 December 21 , 2006 777510AX6
Kegistered Owner:CEDE & Co.
Principal Amount:EIGHTY THOUSAND 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 intere thereon from the interest payment date next
preceding the date of registration on this Eo ess this Bond is registered during the period
from the 16th day of the month next pre nterest payment date to and including such
interest payment date, in which event at interest from such interest payment date, or
unless this Bond is registered on or arch 15, 2007 in which event it shall bear interest
from its Dated Date) until the ereof shall have been paid, at the Rate of Interest
specified above, payable on Apn 07 and semiannually thereafter on April 1 and October 1
in each year. Both the interest here n 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260I43258.
No. A-$80 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
500%October 1 , 2012 December 21 , 2006 777510AY4
Registered Owner:CEDE & Co.
Principal Amount:EIGHTY THOUSAND 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 th eon from the interest payment date next
preceding the date of registration on this Bond this Bond is registered during the period
from the 16th day of the month next prece . est payment date to and including such
. interest payment date, in which event it terest from such interest payment date, or
unless this Bond is registered on or b . 15 , 2007 in which event it shall bear interest
from its Dated Date) until the pri eof shall have been paid, at the Rate of Interest
specified above, payable on April 1 and semiannually thereafter on April 1 and October
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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258.
No. A- 7 $85 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND , SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:.DATED DATE:CUSIP:
500%October 1 , 2013 December 21 , 2006 777510AZI
Registered Owner:CEDE & Co.
Principal Amount:EIGHTY-FIVE THOUSAND 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 the ' from the interest payment date next
preceding the date of registration on this Bond Bond is registered during the period
from the 16th day of the month next preced' st payment date to and including such
interest payment date, in which event it terest from such interest payment date, orunless this Bond is registered on or 15 , 2007 in which event it shall bear interest
from its Dated Date) until the princip reof shall have been paid, at the Rate of Interest
specified above, payable on April 1, 200 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24,230 000, all of like 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, and a
OHS West:260143258:J
No. A-$85 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
500%October 1 2014 December 21 , 2006 777510BA5
Registered Owner: CEDE & Co.
Principal Amount:EIGHTY-FIVE THOUSAND 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 Matwjty 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 ( , s this Bond is registered during the period
from the 16th day of the month next precedi rest payment date to and including such
interest payment date, in which event it s erest from such interest payment date, or
unless this Bond is registered on or b~ 15, .2007 in which event it shall bear interest
from its Dated Date) until the pri~of shall have been paid, at the Rate of Interest
specified above, payable on April "and semiannually thereafter on April 1 and October 1
in each year. Both the interest hereo 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-$90 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREANO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
600%October 1 , 2015 December 21 , 2006 777510BB3
Registered Owner:CEDE & Co.
Principal Amount:NINETY THOUSAND 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 (linles this Bond is 'registered during the period
from the 16th day of the month next preceding est payment date to and including such
interest payment date, in which event it shall t from such interest payment date, or
unless this Bond is registered on or before 007 in which event it shall bear interest
from its Dated Date) until the princiJ! all have been paid, at the Rate of Interest
specified above, payable on April 1 semiannually then:after on April 1 and October 1
in each year. Both the interest hereon 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds"), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-$90 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERrES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
625%October 1 , 2016 December 21 , 2006 777510BCl
Registered Owner: CEDE & Co.
Principal Amount:NINETY THOUSAND 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 ( this Bond is registered during the period
from the 16th day of the month next precedin st payment date to and including such
interest payment date, in which event it s rest from such interest payment date, or
unless this Bond is registered on or befi 5, 2007 in which event it shall bear interest
from its Dated Date) until the pri . shall have been paid, at ,the Rate of Interest
specified above, payable on April 1 d semiannually thereafter on April 1 and October 1
in each year. Both the interest hereon d principal hereof are payable in lawful money of the
United States of America. The principal (or redemptionprice) hereof is payable upon surrender
hereof at maturity or the earlier redemption hereof at the principal corporate trust office of US.
Bank National Association, as Trustee, in StPaul, 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-$95 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
. REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
750%October 1 , 2017 December 21 2006 777510BD9
Registered Owner:CEDE & Co.
Principal Amount:NINETY-FIVE THOUSAND 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 th on from the interest payment date next
preceding the date of registration on this Bond is Bond is registered during the period
from the 16th day of the month next prece . est payment date to and including such
interest payment date, in which event it nterest from such interest payment date, or
unless this Bond is registered on or 15, 2007 in which event it shall bear interest
from its Dated Date) until the prill reof shall have been paid, at the Rate of Interest
specified above, payable on April 1, 2 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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 provision~ 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, and a
OHS West:260143258,
No. A-$100 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MA TURITY DATE:DATED DATE:CUSIP:
750%October 1, 2018 December 21 , 2006 777510BE7
Registered Owner:CEDE & Co.
Principal Amount:ONE HUNDRED THOUSAND 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 turity Date specified above the Principal
Amount specified above, together with interes from the interest payment date next
preceding the date of registration on this Bo s Bond is registered during the period
from the 16th day of the month next pre nterest payment date to and including such
interest payment date, in which eve ar interest from such interest payment date, or
unless this Bond is registered on or , arch 15 , 2007 in which event it shall bear interest
from its Dated Date) until the princip hereof shall have been paid, at the Rate of Interest
specified above, payable on April 1 , 2007 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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 provis~ons of the
Community Redevelopment Law of the State of California, as supplemented arid 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, and a
OHS West:260143258,
No. A-. $725 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
000%October 1, 2019 December 21 2006 777510BF4
Registered Owner:CEDE & Co.
Principal Amount:SEVEN HUNDRED TWENTY-FIVE THOUSAND 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 rest from such interest payment date, or
unless this Bond is registered on or before Mar 07 in which event it shall bear interest
from its Dated Date) until the principal have been paid, at the Rate of Interest
- specified above, payable on April 1, 2:, annually thereafter on April 1 and October
in each year. Both the interest her cipal hereof are payable in lawful money of the
United States of America. The princi or redemption price) hereof is payable upon surrender
hereof at maturity or the earlier redemption hereof at the principal corporate trust office of US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-$400 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND , SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
500%October 1 , 2019 December 21 , 2006 777510BR8
Registered Owner: CEDE & Co.
Principal Amount:FOUR HUNDRED THOUSAND 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 (unl s this Bond is registered during the period
from the 16th day of the month next precedin rest payment date to and. including such
interest payment date, in which event it sh rest from such interest payment date, or
unless this Bond is registered on or befo , 2007 in which event it shall bear interest
from its Dated Date) until the prin . shall have been paid, at the Rate of Interest
specified above, payable on April tl semiannually thereafter on April 1 and October 1
each year. Both the interest hereo d 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 US.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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 , and a
OHS West:260I43258,
No. A-175 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
000% .October 1 , 2020 December 21 , 2006 777510BG2
Registered Owner:CEDE & Co.
Principal Amount:ONE MILLION ONE HUNDRED SEVENTY-FIVE THOUSAND
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 ess this Bond is registered during the period
from the 16th day of the month next preced" terest payment date to and including such
interest payment date, in which event it nterest from such interest payment date, or
unless this Bond is registered on or be 15 , 2007 in which event it shall bear interest
from its Dated Date) until the pri eof shall have been paid, at the Rate of Interest
specified above, payable on April d semiannually thereafter on April 1 and October 1
in each year. Both the interest here nd 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 atthe principal corporate trustoffice of US.
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 nextpreceding
the applicable interest payment date at suc~ 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like tenor and
date (exc€?pt 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 aFirst Supplement to Indenture, dated as of March 1 , 2006, and a
OHS West:260143258,
No. A-220 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
000%October 1 , 2021 December 21 , 2006 777510BHO
Registered Owner: CEDE & Co.
Principal Amount:ONE MILLION TWO HUNDRED TWENTY THOUSAND 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 ereby promises to pay to the registered
owner specified above, or registered assigns, on 'ty Date specified above the Principal
Amount specified above, together with inter nfrom the interest payment date next
preceding the date of registration on this B s this Bond is registered during the period
from the 16th day of the month next pr interest payment date to and including such
interest payment date, in which even ,
g,
ear interest from such interest payment date, or
unless this Bond is registered on or arch 15, 2007 in which event it shall bear interest
from its Dated Date) until the principa hereof shall have been paid, at the Rate of Interest
specified above, payable on April 1 , 2007 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 ispayable upon surrender
hereof at maturity or the earlier redemption hereof at the principal corporate trust office of U.
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., Tax Allocation Refunding Bonds, Series
1006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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 i , 1993, as
supplemented and amended by a First Supplement to Indenture, dated as of March 1, 2006, and a
OHS West:260143258,
No. A-270 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
125%October 1 , 2022 December 21 , 2006 777510BJ6
Registered Owner:CEDE & Co.
Principal Amount:ONE MILLION TWO HUNDRED SEVENTY THOUSAND 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 th 'from the interest payment date next
preceding the date of registration on this Bond ond is registered during the period
from the 16th day of the month next prec st payment date to and including such
interest payment date, in which event nterest from such interest payment date, or
unless this Bond is registered on or b chl5, 2007 in which event it shall bear interest
from its Dated Date) until the principa: ereof shall have been paid, at the Rate of Interest
specified above, payable on April 1 , 2007 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 r~demption price) hereof is payable upon surrender
hereof at maturity or the earlier redemption hereof at 'the principal corporate trust office of US.
Ban1( 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 ofthe 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to' $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-\1'320 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
, REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
4.200%October 1 , 2023 December 21 , 2006 777510BK3
Registered Owner: CEDE & Co.
Principal Amount:ONE MILLION THREE HUNDRED TWENTY THOUSAND 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 (unle his Bond is registered during the period
from the 16th day of the month next preceding t payment date to and including such
interest payment date, in which event it sha st from such interest payment date, or
unless this Bond is registered on or befqfo' ' , 2007 in which event it shall bear interest
from its Dated Date) until the prin . !fro shall have been paid, at the Rate of Interest
specified above, payable on April 1 semiannually thereafter on April 1 and October 1
in each year. Both the interest hereon d 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 US.
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
pr~ceding 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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 Octoberl , 1993, as
supplemented and amended by a First Supplement to Indenture, dated as of March 1 , 2006, and a
OHS West:260143258,
No. A-375 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO , 1
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
250%October 1 , 2024 December 21 2006 777510BLI
Registered Owner:CEDE & Co.
Principal Amount:ONE MILLION THREE HUNDRED SEVENTY-FIVE THOUSAND
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 interes ereon from the interest payment date next
preceding the date of registration on this Bo this Bond is registered during the period
from the 16th day of the month next pre terest payment date to and including such
interest payment date, in which even r interest from such interest payment date, orunless this Bond is registered on arch 15, 2007 in which event it shall bear interest
from its Dated Date) until the p
,.
ereof shall have been paid, at the Rate of Interest
specified above, payable on April 1 . 07 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 US.
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 Roseinead Community Development
Commission Redevelopment Project Area No., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-$1,430 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
4.250%October 1 , 2025 December 21 , 2006 777510BM9
Registered Owner: CEDE & Co.
Principal Amount:ONE MILLION FOUR HUNDRED THIRTY THOUSAND 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 ( .' s Bond is registered during the period
from the 16th day of the month next precedin t payment date to and including such
interest payment date, in which event it sh rest from such interest payment date, or
unless this Bond is registered on or befo . 5 , 2007 in which event it shall bear interest
from its Dated Date) until the princ shall have been paid, at the Rate of Interest
specified above, payable on April 1 semiannually thereafter on April 1 and October 1
in each year. Both the interest hereon a 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.
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' saddress 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-$10 595 000
~OSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
375%October 1 , 2033 December 21 , 2006 777510BP2
Registered Owner:CEDE & Co.
Principal Amount:TEN MILLION FIVE HUNDRED NINETY-FIVE THOUSAND
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, 0 . e Maturity Date specified above the Principal
Amount specified above, together with in reon from the interest payment date next
preceding the date of registration on this ess this Bond is registered during the period
from the 16th day of the month next an interest payment date to and including such
interest payment date, in which ev bear interest from such interest payment date, or
unless this Bond is registered on March 15, 2007 in which event it shall bear interest
from its Dated Date) until the pn I hereof shall have been paid, at the Rate of Interest
. specified above, payable on April 1 , 2007 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.
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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
No. A-500 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BOND, SERIES 2006B
RATE OF
INTEREST:MATURITY DATE:DATED DATE:CUSIP:
000%October 1 , 2033 December 21 2006 777510BQO
Registered Owner:CEDE & Co.
Principal Amount:THREE MILLION FIVE HUNDRED THOUSAND 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 i t thereon from the interest payment date next
preceding the date of registration on thi less this Bond is registered during the period
from the 16th day of the month nex an interest payment date to and including such
interest payment date, in which II bear interest from such interest payment date, or
unless this Bond is registered e March 15, 2007 in which event it shall bear interest
from its Dated Date) until t c pal hereof shall have been paid, at the Rate of Interest
specified above, payable on Ap , 2007 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 US.
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 OOO OOO 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., Tax Allocation Refunding Bonds, Series
2006B (the "Bonds ), limited in aggregate principal amount to $24 230 000, all of like 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, and a
OHS West:260143258,
Second Supplement to Indenture, dated as of December 2006, each 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 rede thereof, exclusively from the Pledged Tax
Revenues (as that term is defined in t ture and herein called the "Pledged Tax
Revenues ), and the Commission is . d to pay them except from the Pledged Tax
Revenues. The Bonds are equall a pledge of, and charge and lien upon, the Pledged
Tax Revenues, and the Pled venues constitute a trust fund for the security and
payment of the interest on an ipal of and redemption premiums, if any, on the Bonds.
Additional tax allocation bonds payable from the Pledged Tax Revenues maybe issued which
will rank equally as to security with the Bonds, but only subject to terms and conditions set forthin 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 p.ayment 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 theIndenture.
The Bonds are subj ect to optional and mandatory sinking fund redemption as provided inthe Indenture.
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 sucn Bonds
shall, on the redemption date designated in such notice, become due and payable at the above-
QHS West:260143258,
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 berescinded 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
000 or any integral multiple of $5 000 (not exceeding the principal amount of Bonds maturing
at anyone 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 denomi in the manner, subject to the conditions
and upon the payment of the charges provide ture.
This Bond is transferable, as Indenture, only upon a register to be kept for
that purpose at the above-mention the Trustee by the registered owner hereof in
perEion, or by his duly authorized atto , 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 oftheii 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
OHS West:260143258,
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:
OHS West:260143258,
This is one of the Bonds described in the within-mentioned Indenture which has
been authenticated and registered on December 21, 2006.
u.s. BANK NATIONAL ASSOCIATION, as
Trustee
OHS West:26014325&,
STATEMENT OF INSURANCE
financial Guaranty Insurance Policy No. 26045BE (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 Insur rustee and a copy thereof may be secured
from Ambac Assurance or the Insurance T payments required to be made under the
Policy shall be made in accordance' W isions thereof. The owner of this Bond
acknowledges and consents to the subr . ts of Ambac Assurance as more fully set forth
in the Policy.
OHS West:260143258,
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.
OHS West:260I43258,
$24 230 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
RECEIPT FOR BONDS
The undersigned, Piper Jaffray & Co. (the "Underwriter ), hereby acknowledges receipt
from u.s. Bank National Association, as successor trustee (the "Trustee ) under that certain
Indenture, dated October 1 , 1993 (the "Original Indenture ), by and between Rosemead
Community Development Commission (forinerly known as the Rosemead Redevelopment
Agency) (the "Commission ) and the Trustee, as supplemented by that certain First Supplement
to Indenture, dated as of March 1, 2006 (the "First Supplement"), by and between the
Commission and the Trustee, and as further supplemented by that certain Second Supplement to
Indenture, dated as of December 1 , 2006 (the "Second Supplement" and collectively with the
Original Indenture and the First Supplement, the "Indenture ), the Commission s Redevelopment
Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B (the "Bonds ) in the
aggregate principal amount of $24 230 000. The undersigned has inspected the specimen of the
Bonds and confirms that they have been executed and authenticated in accordance with Section
12.01 of the Indenture and are dated in accordance with, mature on the dates and are to bear
interest at the rates provided in the Second Supplement, and that the CUSIP number
denomination, amount and interest rate set forth on each such specimen Bond are correct.
The undersigned further acknowledges that all of the conditions to its purchase of the
Bonds have been fully satisfied or waived and that all opinions, documents and certificates
received by the undersigned regarding the Bonds contemplated by the Purchase Contract relating
to the Bonds are satisfactory as to form and substance.
Dated: December 21 , 2006
OHS West:260121547
The McGraw"HilI Companies
' " ' ,-- ' .,!\'j!.
~!Z
, :':_
~1f~
STANDARD
&POO~S
One Market
Steuart Tower, 15th Floor
San Francisco, CA 94105.1000
tel 415371-5004
reference no,: 804178
November 17, 2006
Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, CA 91770
Attention: Mr. Andrew Lazzaretto, City Manager
Re: US$24 000,000 Rosemead Community Development Commission, California, TtL'C
Allocation Bonds, (Redevelopment Project Area No.1), Series 2006B, dated: Date of
Delivery, due: October 1 2033
Dear Mr. Lazzaretto:
Pursuant to your request for a Standard & Poor s rating on the above-referenced obligations, we
have reviewed the information submitted to us and, subject to the enclosed Terms and Conditions
have assigned a rating of "BBB+". Standard & Poor s views the outlook for this rating as stable.
A copy of the rationale supporting the rating is enclosed.
The rating is not investment, financial, or other advice and you should not and cannot rely upon
the rating as such. The rating is based on information supplied to us by you or by your agents but
does not represent an audit. We undertake no duty of due diligence or independent verification of
any information. The assignment of a rating does not create a fiduciary relationship between us
and you or between us and other recipients of the rating. We have not consented to and will not
consent to being named an "expert" under the applicable securities laws, including without
limitation, Section 7 of the Securities Act of 1933. The rating is not a "market rating" nor is it a
recommendation to buy"hold, or sell the obligations.
This letter constitutes Standard & Poor s permission to you to disseminate the above-assigned
rating to interested parties. Standard & Poor s reserves the right to inform its own clients
subscribers, and the public of the rating.
Standard & Poor s relies on the issuer/obligor and its counsel, accountants, and other experts for
the accuracy and completeness of the information submitted in connection with the rating. This
rating is based on financial information and documents we received prior to the issuance of this
letter. Standard & Poor s assumes that the documents you have provided to us are final. If any
subsequent changes were made in the final documents, you must notify us of such changes by
sending us the revised final documents with the changes clearly marked.
To maintain the rating, Standard & Poor s must receive all relevant financial information as soon
as such information is available. Placing us on a distribution list for this information would
facilitate the process. You must promptly notify us of all materia) changes in the financial
Mr. Andrew Lazzaretto
Page 2
November 17, 2006
information and the documents. Standard &Poor s may change, suspend, withdraw, or place on
CreditWatch the rating as a result of changes in, or unavailability of, such information. Standard
& Poor s reserves the right to request additional information if necessary to maintain the rating.
Please send all information to:
Standard & Poor s Ratings Services
Public Finance Department
55 Water Street
New York, NY 10041-0003
Standard & Poor s is pleased to be of service to you. For more information on Standard & Poor
please visit our website at www.standardandDoors.com. Ifwe can be of help in any other way,
please call or contact us at nVDublicfmance~,standardandDoors.com. Thank you for choosing
Standard & Poor s and we look forward to working with you again.
Sincerely yours
Standard & Poor s Ratings Services
a division of The McGraw-Hill Companies, Inc.
c:'h r-J"J"J /,
~ (
f2~,
,; ---
-1-0.-
enclosurescc: Mr. Steven Gortler, AssistantVice President
Piper Jaffray & Co.
STAN D ARD
&POOR'S
Standard & Poor s Ratings Services
Terms and Conditions
Applicable To
S. Public Finance Ratings
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underwriter, financial advisor, investor, insurance company, or other entity, provided that the obligor and issuer (if
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Conditions means the issuer and the obligor if the obligor is different ITom the issuer.
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The McGraw.HiII Companies
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di\.E);:;1~:;~~,.~1h'j'\:
One Market
Steuart Tower, 15th Floor
San Francisco, CA 94105-1000
tel 415 371-5004
reference no.: 40172218
STAN DARD
&POO~S
November 17, 2006
Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, CA 91770
Attention: Mr. Andrew Lazzaretto, City Manager
Re: Rosemeail Community De\'elopment Commission , California, TtL'C Increment (AMBAC)
Dear Mr. Lazzaretto:
Standard & Poor s has reviewed the Standard & Poor s underlying rating (SPUR) on the above-
referenced obligations. After such review, we have affirmed the "BBB+" rating and stable
outlook. A copy of the rationale supporting the rating and outlook is enclosed.
The rating is not investment, financial, or other advice and you should not and cannot rely upon
the rating as such. The rating is based on information supplied to us by you or by your agents but
does not represent an audit. We undertake no duty of due diligence or independent verification of
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and you or between us and other recipients of the rating. We have not consented to and will not
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recommendation to buy, hold, or sell the obligations.
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Mr. Andrew Lazzaretto
Page 2
November 17, 2006
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Standard & Poor s Ratings Services
a division of The McGraw-Hill Companies, Inc.
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enclosurecc: Mr. Steven Gortler, Assistant Vice President
Piper Jaffioay & Co.
Rosemead Community Development Commission
California
Primary Credit Analysts:
David G Hitchcock
New York
(1) 212-438-2022
david hitchcock&!
standardandpoors.com
Secondary Credit Analysts:
Robert Williams
San Francisco
415-371-5070
robert williams&!
standardandpoors.com
Credit Profile
US$24. mil Tax alloe bnds (Redev Proj Area No. 1) ser 2006B due 10/01/2033
Sale date: 14-DEC-2006
BBB+
AFFIRMED
$34.275 mil. Rosemead Cmmnty Dev Comm (Proj Area #1) Tax Alloe
$13.225 mil. Rosemead Community Development Commision tax iner IAMBAC)
OUTLOOK:
BBB+
AAA/BBB+(SPUR)
STABLE
Rationale
RatingsDirect
Publication Date
November 21, 2006
Standard & Poor s Ratings Services assigned its 'BBB+' rating to Rosemead Community Development
Commission (formerly known as Rosemead Redevelopment Agency), Calif.'s new tax-allocation bonds
(Redevelopment Project No. 1) series 2006B.
At the same time, Standard & Poor s affirmed its 'BBB+' rating on the commission s insured tax-
allocation bonds series 2006A.
The bonds are secured by tax increment revenues from the commission s Redevelopment Project No.
after prior state-required payments for low- and moderate-income housing and a prior pass-through of
underlying taxing agencies' tax increment attributable to a fire district and a library district.
Positive rating factors include:
. A moderate-size, 511-acre project area diversified among residential, commercial, and industrial uses
that benefits from its location within the greater Los Angeles economy;
. The recent credit stability of a leading taxpayer, Southern California Edison Co. (SCE; BBB+ /Stable);
. A low tax volatility ratio of 0.07, indicating a mature project area whose revenue will not fluctuate
much greater than that of overall assessed valuation (A V);
. Adequate 1.32x coverage of maximum annual debt service (MADS); and
. An adequate 1.25x additional bonds test and fully funded debt service reserve.
Rosemead Community Development Commission, California
Offsetting rating factors include:
. Low city wealth levels; and
. Moderate taxpayer concentration and reliance on unitary tax revenues generated by SCE for about 35% of
pledged revenues, distributed by the county but attributable to SCE property located in the project area.
Proceeds of the 2006B bonds will be used to fully refund series 1993A tax-allocation bonds.
The city of Rosemead (population 57,189) is about 12 miles east of downtown Los Angeles. Median household
income levels for the city are below average at 86.1 % of the nation, and are much lower on a per capita basis
(indicative of large households) at just 54% of both the state and nation. The 511-acre, almost fully developed
Redevelopment Project No.1 consists of a mix of commercial (29% of total A V) and industrial (9.6%) uses, as
well as a significant residential area (44.6%). The project area s A V has fluctuated over the past 10 years, with
some declines during the 1990s that led to decreased debt service coverage, but grew 15.9% in fiscal 2006 and
2% in 2007 due to redevelopment activity and healthy turnover and reassessment of existing properties
(residential properties, in particular). However, total project area taxable A V is just $386.4 million, not including
SCE, which is assessed separately by the state. The volatility ratio of base-year A V to total A V is very low at 0.07,
reflecting the maturity of the project area and relatively low sensitivity of pledged increment to fluctuations intotalAV.
Tax revenues from private utilities are distributed to local taxing entities as "unitary revenues" under a
distribution formula separate from other county assessed property. The headquarters campus of SCE is located
within the project area, creating significant unitary revenues for the project area. Based on the fiscal 2007 tax levy,
unitary revenues of $1.2 million comprise 35% of combined pledged unitary and tax increment revenues, net of
prior pass-throughs and required low income housing set-aside payments. Utility property is assessed by the State
Board of Equalization and distributed to every taxing jurisdiction within a county equal to the amount distributed
to that jurisdiction in the year prior, plus growth or, in the event of a countywide decline in state assessed utility
property countywide, adjusted downward on a pro rata basis. Since fiscal 1993, utility-related unitary revenues
have declined countywide due to privatization of some utility properties as well as a decline in value associated
with telecommunication utilities. Excluding SCE, moderate taxpayer concentration exists: the 10 leading
taxpayers' secured A V accounts for 43.7% of incremental A V in fiscal 2007. The secured A V of the leading
taxpayer, a shopping center, accounted for 23.7% of 2006 incremental A V, although its actual share of pledged
revenues was only about 16% when adjusted for the effect of the additional unitary revenues. The next largest
comprised 8.4% of incremental A V. SCE recently sold $10 million of land in the project area to Wal-Mart Corp.
which expended another $10.4 million to build a retail supercenter. This, plus other pending development
should increase project area A V in fiscal 2008 and slightly diversify taxpayer concentration in the 2008 tax levy
year, although an antidevelopment group has been litigating against the Wal-Mart development. There are no
significant tax appeals outstanding.
Pledged tax increment is subordinate to tax levies returned to an underlying fire district equal to about 17.01%
of total project area tax increment revenue. Debt service would also be subordinate to a library district s 4% share
of the tax levy if the commission constructs a new library in the project area. The commission has no plans to do
so; therefore, this pass-through is not included in coverage calculations. All other pass-through agreements to
underlying taxing entities are subordinate to debt service. However, pledged tax increment is also subject to a
state-required prior 20% deduction oflow- and moderate-income housing set-aside payments, less $469,142 per
year of prepaid housing set-asides through fiscal 2022, attributable to prepayments from a prior 1987 note issue
since retired. After fiscal 2022, the full 20% housing set-aside will be deducted prior to debt service, reducing
Standard Poor I ANALYSIS
Rosemead Community Development Commission, California
pledged revenues about 14%, assuming no growth in A V, or by a smaller percent to the extent A V grows through
2023.
Coverage of future MADS, based on the 2007 incremental tax levy, is adequate at 1.32x. However, assuming
no growth in A V, coverage would decline slightly to 1.3Ox when the housing set-aside kicks up to its full 20% in
2023. Debt seIVice is currently structured to decline slightly after 2022 to account for the step-up in housing set-
asides.
Additional parity bonds maybe issued on parity with these bonds if net tax increment revenues cover the new
MADS by 1.25x. A debt seIVice reserve is funded at the lesser of MADS, 125% of average annual debt seIVice, or
10% of bond principal. The portion of the common debt service reserve provided by the 2006A bonds was
satisfied by a surety agreement with Ambac Assurance Corp.; the portion provided by the 2006B portion will be
cash funded.
The commission s redevelopment plan permits collection of up to $249.2 million in cumulative tax increment
revenue for the life of the pledged project area. To date, the commission has collected approximately $82.4
million. Project area tax increment revenue would reach its cumulative limit if project area A V grew 5.46% or
more cumulatively per year. To guard against reaching the revenue limit before remaining debt service is fully
paid, the commission covenanted in a prior series 2006A indenture to annually review revenues remaining under
the cumulative cap, and either escrow revenues or refuse to accept them if it would otherwise cause the remaining
amount of tax increment to fall below 105% of remaining future cumulative debt service.
Oudook
The stable outlook reflects the healthy recent trend in property valuations, plus indications that A V will increase
next year due to the development of a new Wal-Mart. The outlook also reflects the assumption of relative stability
of the substantial county-distributed unitary tax associated with SCE utility property within the project area
keeping coverage of MADS and actual annual debt seIVice above the additional bonds test coverage multiple of
1.25x.
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The McGraw'HIlI COmpanies
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55 Water Street, 38th Floor
New York, NY 10041.0003
tel 212438.2074
reference no.: 804178
STANDARD
&POOIrS
December 19 2006
Ambac Assurance Corporation
One State Street Plaza 15th FL
New York, NY 10004
Attention: Ms. Yolanda Ortiz, Insurance Coordinator
Re: $24 230,000 Rosemead Community Development Commission (Los Angeles County,
California), Redevelopment Project Area No.Tax Allocation Refunding Bonds, Series
2006B, dated: Date of Delivery, consisting of: $10,135,000 Serial Bonds due: October
2007-2025; $10,595,000 Term Bonds due: October 1,2033 with interest rate of 4.375%;
$3,500,000 Term Bonds due: October 1, 2033 with interest rate of 5.000%,
(pOLICY #26045BE)
Dear Ms. Ortiz:
Standard & Poor s has reviewed the rating on the above-referenced obligations. After such
review, we have changed the rating to AAA" from "BBB+". The rating reflects our assessment
of the likelihood of repayment of principal and interest based on the bond insurance policy your
company is. providing. Therefore, rating adjustments may result from changes in the fmancia1
position of your company or from alterations in the documents governing the issue.
The rating is not investment, financial, or other advice and you should not and cannot rely upon
the rating as such. The rating is based on information supplied to us by you but does not represent
an audit. We undertake no duty of due diligence or independent verification of any information.
The assignment of a rating does not create a fiduciary relationship between us and you or between
us and otherrecipients ofthe rating. We have not consented to and will not consent to being
named an "expert" under the applicable securities laws, including without limitation, Section 7 of
the Securities Act of 1933. The rating is not a "marketrating" nor is it a recommendation to buy,
hold, or sell the obligations.
This letter constitutes Standard & Poor s permission to you to disseminate the above-assigned
rating to interested parties. Standard & Poor s reserves the right to inform its own clients
subscribers, and the public of the rating.
Standard & Poor s relies on the issuer and its counsel, accountants, and other experts for the
accuracy and completeness of the information submitted in connection with the rating. This rating
is based on financial information and documents we received prior to the issuance of this letter.
Standard & Poor s assumes that the documents you have provided to us are fmal. Ifany
subsequent changes were made in the final documents, you must notify us of such changes by
sending us the revised fma1 documents with the changes clearly marked.
~)L\:-':Di\RD
F(~(1FrS
Ms. Yolanda Ortiz
Page 2
December 19, 2006
Standard & Poor s is pleased to be of service to you. For more information please visit our
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Thank you for choosing Standard & Poor s and we look forward to working with you again.
Sincerely yours
Standard & Poor s Ratings Services
a division of The McGraw-Hill Companies, Inc.
~tJ-J /1/JjI)
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Ambac Ambac Assurance Corporation
One State Street Plaza, 15th Floor
New York, New York 10004
Telephone: (212)668-0340Financial Guaranty Insurance Policy
Obligor:ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
(LOS ANGELES COUNTY, CALIFORNIA)
Policy Number::l6U45BE
Obligations:$24 230 000 Redevelopment Project Area No, 1 Tax Allocation
Refunding Bonds,. Series 2006B, dated their date of delivery and
consisting of:
(AS FURTHER DESCRIBED ON THE REVERSE HEREOf)
Premium:$449 156.31
. Ambac Assurance Corporation (Ambac), a Wisconsin stOck insurance corporation, in consideration of the payment . of the
premium and subject to the terms of this Policy, hereby agrees to pay to The Bank of New York, as trustee, or its successor (the
Insurance Trustee ), for the benefit of the Holders, that portion of the principal of and interest on the above-described obligations
(the "Obligations ) which shall become Due for Payment but shall be unpaid by reason of Nonpayment by the Obligor.
Ambac will make such payments to the Insurance Trustee within one (1) business day following written notification to Ambac of
Nonpayment. Upon a Holder s presentation and surrender to the Insurance Trustee of such unpaid Obligations or related coupons,
uncanceled and in bearer form and free of any adverse claim, the Insurance Trustee will disburse to the Holder the amount of
principal and interest which is then Due for Payment but is unpaid. Upon such' disbursement, Ambac shall become the owner of
the surrendered Obligations and/or coupons and shall be fully subrogated to all of the Holder s rights to payment thereon.
In cases where the Obligations are issued in Tegistered form, the Insurance Trustee shall disburse principal to a Holder only upon
presentation and surrender to the Insurance Trustee of the unpaid Obligation, uncanceled and free of any adverse claim, together.
with an instrument of assignment,. in form satisfactOry to Ambac and the Insurance Trustee duly executed by the Holder or such
Holder s duly authorized representative, so aHO permit ownership of such Obligation to be registered in the name of Ambac
or its nominee. The Insurance Trustee shall disburse interest.to a Holder of a registered Obligation only upon presentation to
the Insurance Trustee of proof that the claimant is the person entitled to the payment of interest on the Obligation and delivery
to the Insurance Trustee of an instrument of assignment, inform satisfactory to Ambac and the Insurance Trustee, duly executed
by the Holder or such Holder s duly authorized representative, transferring to Ambac all rights under such Obligation to receive
the interest in re~pect of which the insurance disbursement was made, Ambac shall be subrogated to all of the Holders , rights
to payment on registered Obligations to the extent of any insurance disbursements so made.
In the event thatatrustee or paying agent for the Obligations has notice that any payment of principal of or interest on an
. Obligation which has become Due for Payment and which is made to a Holder by or on behalf of the Obligor has been deemed
a preferen~ial transfer and theretofore recovered from the Holder pursuant to the United States Bankruptcy Code in accordance
with a final, nonappealable order of a court of competent jurisdiction, such Holder will be entitled tO payment from Ambac to
the extent of such recovery if sufficient funds are not otherwise available.
As used herein, the term "Holder" means any person other than (i) the Obligor or (ii) any person whose obligations constitute
the underlying security or source of payment for the Obligations who, at the time of Nonpayment, is the owner of an
Obligation or of a coupon relating to an Obligation. As used herein
, "
Due for Payment , when referring to. the principal of
Obligations, is when the scheduled maturity date or mandatory redemption date for the application of a required sinking fund
installment has been reached and does not refer to ,any earlier date on which payment is due by reason of call for redemption
(other than by application of required sinking fund installments), acceleration or other advancement of maturity; and, when
referring to' interest on the Obligations, is when the scheduled date for payment of interest .has been reached. As. used herein
Non ' ayme?-t . means the .failure of the Obligor to have 1?rovided sufficient funds to the trustee or paying agent for payment in
full 0 all prInCIpal of and Interest on the ObligatIons whIch are Due for Payment.
This Policy is noncancelable. The premium on this Policy is not refundable for any reason, including payment of the Obligations
prior to maturity. This Policy does not insure against loss of any prepayment or other acceleration payment which at any time may
become due in respect of any Obligation, other than at the sole option of Ambac, nor against any risk other than Nonpayment.
In witness whereof, Ambac has caused this Policy to be affixed with a facsimile of its corporate seal and to be signed by its duly
authorized officers in facsimile to become effective as its original seal and signatures and binding upon Ambac by virtue of the
countersignatu~e of its duly authorized representative.
President
Effective Date:December 21 2006
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THE BANK OF NEW YORK acknowledges that it has agreed
to perform the duties of Insuranc~ Trustee under this Policy.
Form No.: 2B-0012(1/01)
A- 10586
Ambac Ambac Assurance Corporation
One State Street Plaza, 15th Floor
Ne:w York, New York 10004
Telephone: (212) 668-0340
Endorsement
Policy for: Attached to and forming part of Policy No.
ROSEMEAlJ COMMUNITY DEVELOPMENT 26045BE
COMMISSION (LOS ANGELES COUNTY, CALIFORNIA)
Effective Date of Endorsement:
December 21 2006
In the event that Ambac Assurance Corporation were to become insolvent, any claims arising
under the Policy would be excluded from coverage by the California Insurance -Guaranty
Association, established pUrsuant to the laws .of the State of California,
Nothing herein contained shall be held to vary, alter, waive or extend any of the terms, conditions, provisions, agreements
, or limitations of the above mentioned Policy other than as above stated.
In Witness Whereof, Ambac has caused this Endorsement to be affixed with a facsimile of its corporate seal and to
be signed by its duly authorized officers in facsimile to become effective as its original seal and signatures and binding
uponAmbac by virtue of the countersignature of its duly authorized representative.
Ambac Assurance Corporation
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Authorized Representative
Form No.:2B-OO15 (7/97)
CERTIFICATE OF BOND INSURER
In connection with the issuance of $24 230 000 in aggregate principal amount of
Rosemead Community Development Commission, Los Angeles County, California (the "Obligor
Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B, dated their date
of delivery (the "Obligations ), Ambac Assurance Corporation ("Ambac ) is issuing a Financial
Guaranty Insurance Policy and Endorsement thereto (the "Insurance Policy ) guaranteeing the
payment of principal and interest when due on the Obligations, all as more fully set out in the
Insurance Policy.
On behalf of Ambac, the undersigned hereby certifies that:
Ambac
(i) the Insurance Policy is an unconditional and recourse obligation of Ambac
(enforceable by or on behalf of the holders of the Obligations) to pay the scheduled payments of
interest and principal on the Obligations in the event of a Nonpayment as defined in the Insurance
Policy;
(ii) the insurance premium of $449,156.31 was determined in arm s length negotiations in
accordance with our standard procedures, is required to be paid as a condition to the issuance of the
Insurance Policy and represents a reasonable charge for the transfer of credit risk;
(iii) no portion of such premium represents a payment for any direct or indirect services
other than the transfer of credit risk, including costs of underwriting or remarketing the Obligations
or the cost of insurance for casualty of Obligation financed property;
(iv) we are not co-obligors on the Obligations and do not reasonably expect that we will be
called upon to make any payment under the Insurance Policy;
(v) the Obligor is not entitled to a refund of any portion of the premium for the Insurance
Policy in the event that the Obligations are retired prior to their stated maturity;
(vi) we would not have issued the Insurance Policy in the absence of a debt service r~serve
fund of the size and type established by the documents pursuant to which the Obligations are being
issued, and it is normal and customary to require a debt service reserve fund of such a size and type
in similar transactions; and
(vii) in connection with the Obligations, Ambac is also (x) executing an Amendment to
Guaranty Agreement, dated as of the date hereof (the "Guaranty Amendment"), amending that
certain Guaranty Agreement, dated as of March 9, 2006, by and between Ambac and the Obligor
and (y) issuing an Endorsement to Surety Bond No. SB2229BE, which amends Surety Bond No.
SB2229BE, dated March 9, 2006 (the "Original Surety Bond"). To the extent applicable, the
representations made in connection with the Original Surety Bond, as stated in the Certificate of
Bond Insurer dated March 9, 2006, apply to the Guaranty Amendment.
IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this certificate to be
executed in its name on this 21st day of December, 2006, by one of its officers duly authorized as of
such date.
AMBAC ASSURANCE CORPORATION
By:
Nicholas A. Concilio
Vice President and
Assistant General Counsel
SURETY BOND
Ambac Assurance Corporation
Statutory Office:
c/o CT Corporation
44 East Miffiin Street
Madison, Wisconsin 53703.
Administrative Office:
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Policy No. SB2229BE
1. As used herein, the erm 0 er" shall mean the registered owner of any Obligation as
indicated in the books maint . by the Trustee, the Obligor or any designee of the Obligor for
such purpose. The term "Owner" shall not include the Obligor or any person or entity whose
obligation or obligations by agreement constitute the underlying security or source of payment ofthe Obligations.
2. Upon the later of: (i) one (1) day after receipt by the General Counsel of Ambac of a
demand for payment in the form attached hereto as Attachment 1 (the "Demand for Payment"), duly
executed by the Trustee certifying that payment due as required by the Indenture has not been made
to the Trustee; or (ii) the payment date of the Obligations as specified in the Demand for Payment
presented by the Trustee to the General Counsel of Ambac, Ambac will make a deposit of funds in
. an account with the Trustee or its successor, sufficient for the payment to the Trustee, of amoUnts
which are then due to the Trustee (as specified in the Demand for PaYment) up to but not in excess
of the Surety Bond Coverage.
3. Demand for Payment hereunder may be made by prepaid.telecopy, telex, or telegram of the
executed Demand for Payment c/o the General Counsel of Ambac. If a Demand for Payment made
hereunder does not, in any instance, confonn to the tenns and conditions of this Surety Bond
Ambac shall give notice to the Trustee, as promptly as reasonably practicable that such Demand for
Payment was not effected in accordance with the tenns and conditions of this Surety Bond and
briefly state the reason(s). therefor. Upon b~ing notified that such Demand for Payment was not
effected in accordance with this Surety Bond, the Trustee may attempt to correct any such
nonconfonning Demand for Payment if and to the extent that, the Trustee is entitled and able to do
so.
4. The amount payable by Ambac under this Surety Bond pursuant to a Demand for Payment
shall be limited to the Surety Bond Coverage. The Surety Bond Coverage shall be reduced
automatically to the extent of each payment made by Ambac hereunder and will be reinstated to the
extent of each reimbursement. of Ambac by the Obligor pursuant to Article II of the Guaranty
Agreement, dated as of March 9 2006 (the "Guaranty Agreement"), by and between Ambac and the
Obligor; provided, that in no event shall such reinstatement exceed the Surety Bond Coverage.
Ambac will notify the Trustee, in writing within five (5) days of such reimbursement, that the
Surety Bond Coverage has been reinstated to the extent of such reimbursement pursuant to the
Guaranty Agreement and such reinstatement shall be effective as of th te Ambac gives such
notice. The notice to the Trustee will be substantially in the fo c d eto as Attachment 2.
The Swety Bond Coverage shall be automatically re u ed to e x that. the Reserve
Requirement for the Obligations is lowered or reduce to the ill Indenture.
. Sure ond shall expire
, to the satisfaction of
1:) . pursuant to the Indenture.
, including the payment prior to
7. This Surety Bon s l eg :verne y and interpreted under the laws of the State of
Wisconsin, and any suit h eund onnection with any payment may be brought only by the
Trustee within one year afte Demand for Payment, with respeCt to such payment, is made
pursuant to the terms of this Surety Bond and Ambac has failed to make such payment or (ii)
payment would otherwise have been due hereunder but for the failure on th~ part of the Trustee to
deliver to Ambac a Demand for Payment pursuant to the. tenns of this Surety Bond, whichever is
earlier.
8. In the event that Ambac were to become insolveIlt, any claims arising under this Surety
Bond would be excluded from coverage by the California Insurance Guaranty Association
established pursuant to the laws of the State of California.
Fonn No.: 2B-OOO9-C (7197)
IN WITNESS WHEREOF, Ambac has caused this Surety Bond to be executed and attested on its
behalf this 9th day of March 2006.
Ambac Assurance Corporation
Attest'B .
Fonn No.: 2B-OOO9-C (7/97)
Attachment 1
Surety Bond No. SB2229BE
DEMAND FOR PAYMENT
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is . made to the Surety Bond No.SB2229BE (the "Surety Bond") issued by
Ambac Assurance Corporation ("Ambac ). The tenns which are capitaliz;ed herein and not
otherwise defined have the meanings specified in the Surety Bond the context otherwise
requires.
(b)
Obligor or ftom
Obligations, whicH
The Trustee hereby certifies that:
The Trustee here . r e t t pa ent of the Deficiency (up to but not in excess of the
Surety Bond Coverage) be ade y bac upder the Surety Bond and directs that payment under
the Surety Bond be made t following account by bank wire transfer. of federal Or . other
immediately available funds in accordance with the tenns of the Surety Bond:
. (Trustee s Account)
(Trustee)
By:
Its:
For. your protection California law requires the following to appear on this form:
Any person who knowingly presents a false or fraudulent claim for the payment of a loss is guilty
of a crime andmay be subject to fines and confinement in state prison.
Fonn No.: 2B-0009-C (7/97)
Attachment 2
Surety Bond No. SB2229BE
NOTICE OF REINSTATEMENT
(Trustee)
(Address)
Reference is made to the Surety Bond No. SB2229BE (the "Surety Bond") issued by
Ambac Assurance Corporation ("Ambac ). The tenns which are capitalized herein and not
otherwise derIDed have the meanings specified in the Surety Bond s the context otherwiserequires.
bligor pursuant to
nd Coverage is
Obligations is
nON
Attest:
Title:
Fonn No.: 2Bc.()OO9-C (7/97)
ENDORSEMENT TO
SURETY BOND NO. SB2229BE
Surety Bond No. SB2229BE, dated March 9, 2006 (the Surety Bond"
),
is hereby
amended as of the date set forth below as follows:
Section 6 of the Surety Bond is hereby amended in its entirety to read as follows:
6. This Surety Bond is non-cancelable for any reason. The term of this Surety
Bond shall expire on the earlier of (i) October 1 , 2033 or (ii) the date on which the
Obligor, to the satisfaction of Ambac, has made all payments required to be made on
the Obligations and the Obligor s Redevelopment Project Area No.1 Tax Allocation
Refunding Bonds, Series 2006B, issued on December 21 , 2006 in the aggregate
principal amount of $24 230 000 (the Series 2006B Bonds pursuant to the
Indenfure. The premium on this Surety Bond is not refundable for any reason
including the payment prior to maturity of the Obligations or the Series 2006B
Bonds.
IN WITNESS WHEREOF Ambac Assurance Corporation has caused lllllS
Endorsement to be executed and attested on its behalf this 21st day of December, 2006.
AMBAC ASSURANCE CORPORATION
BY:
Ice Pr'-
GUARANTY AGREEMENT
GUARANTY AGREEMENT dated as of March 9, 2006 by and between ROSEMEAD COMMUNITY
DEVELOPMENT COIvfM1SSION, a public body corporate organized and existing under the laws. of the
State . of California (the "Obligor
);
andAMBAC ASSURANCE CORPORATION ("Ambac ), a
Wisconsin domiciled stock insurance corporation.
WITNE SETH:
WHEREAS~ the Obligor has issued its Redevelopment Project Area No. I Tax Allocation
Bonds, Series 1993A, of which $23 095 000 is outstanding as of the date hereof
, .
and has or will issue
$14 005 000 in aggregate principal amount of Redevelopment Project Area No.1 Tax Allocation Bonds
Series 2006A (collectively, the "Obligations ); and
WHEREAS, Ambac will issue its Surety Bond (the "Surety Bond"), substantially in the form set
forth in Annex A to this Agreement, guaranteeing certain payments by the Obligor subject to the terms
and limitations of the Surety Bond; and
WHEREAS, to induce Ambac to issue the Surety Hond, the Obligor has agre~d to pay the
premium for such Surety Bond and to reimburse Ambac for all payments made by Ambac under the
Surety Bond from Legally Available Funds, all as more fully set forth in this Agreement; and
WHEREAS, the Obligor understands that Ambac expressly requires the delivery of this
Agreement as part of the consideration for the execution by Ambac of the Surety Bond; and
NOW, THEREFORE, in consideration of the premises and of the agret:mt:ms herein contained
and of the execution of the Su,rety Bond, the Obligor and Ambac agree as follows:
ARTICLE I
DEFINITIONS; SURETY BOND
Section 1.01. Defmitions.Except as otherwise expressly provided herein or unless the conteXt otherwise
requires, the tenns. which.are capitalized herein shall have the meanings specified in Annex B hereto.
Section 1.02. Surety Bond
(a) Ambac will issue the Surety Bond in accordance with and subject to the terms and conditions of the
Commitment. .
(b) The maximum liability of Ambac under the -Surety Bond and the coverage and term thereof shall be
subject to and limited by the Surety Bond Coverage and the terms and conditions of the Surety Bond.
(c) Payments made under the Surety Bond. will reduce the Surety Bond Coverage to the extent of that
payment, provided that the Surety Bond Coverage shall be automatically reinstated to the extent of the
reimbursement of principal by the Obligor of any payment made by Ambac. Ambac shall notify the
Trustee in writing no later than the fifth (5th) day following the reimbursement by the Obligor that the
Surety Bond has been reinstated to the extent of stich reimbursement.
Section 1.03. Premium. In consideration of Ambac agreeing to issue the Surety Bond hereunder, the
Obligor hereby agrees to payor cause to be paid from Legally Available Funds the premium set forth in
the Commitment.
Section 1.04. Certain Other Expenses . The Obligor wiH pay all reasonable fees and disbursements of
Ambac s couns~l related to any modification of this Agreement or the Surety Bond.
ARTICLE n
REIMBURSEMENT OBLIGATIONS OF OBLIGOR AND SECURITY THEREFORE
Section 2.01. Reimbursement for Payments Under the Surety Bond and Expenses
(a) The Obligor will reimburse Ambac from Legally Available Funds within the Reimbursement Period
without demand or notice by Ambac to the Obligor or any other person, to the extent of each Surety Bond
payment with interest on each Surety Bond Payment from and including the date made to the date of the
reimbursement by the Obligor at the Effective Interest Rate. The Obligor agrees that it shall make
monthly level principal repayments for each Surety Bond Payment during the Reimbursement Period.
Interest on each Surety Bond Payment shall be paid monthly during the Reimbursement Period. To the
extent that interest payments due hereunder are not paid on a monthly basis, or are not paid as each
principal repayment is made, interest shall accrue on such unpaid amounts at a rate equal to the Effective
Interest Rate.
(b) The OblIgor also agrees to reimburse Ambac, from Legally Available Funds, immediately and
unconditionally upon demand for all reasonable expenses incurred by Ambac in connection with the
Surety Bond and the enforcement by Ambacof the Obligor s obligations under this Agreement together
with interest on all such expenses ITom and including the date which is 30 days from the date Ii statement
for such expenses is received by the Obligor incurred to the date of payment at the rate set forth in
subsection (a) of this Section 2.01.
Section 2.02. Allocation of Payments. Ambac and the Obligor hereby agree that each repayment of
principal received by Ambac ITom or on behalf of the Obligor as a reimbursement to Ambac as required
by Section 2.01(a) hereof shall be applied to reinstate all or a portion of the Surety Bond Coverage to the
extent of such repayment. Any interest payable pursuant to Section 2.01(a) hereof shall not be applied to
the reinstatement of any portion of the Surety Bond Coverage.
Section 2.03. Security for Payments~ Instruments of Further Assurance.To the extent, but only to the
extent, that the Indenture pledges to the Owners or the Trustee therefor, or grants a security interest or lien
in or on any collateral property, revenue or other payments ("Collateral and Revenues ) in order to secure
the Obligations or provide a source of payment for the Obligations, the Obligor hereby grants to Ambac a
security interest in or lien on; as the case may be, and pledges to Ambac all such Collateral and Revenues
as security for payment of all amounts due hereunder, which security intere~t, lien and/or pledge created
or granted under this Section 2.03 shall be subordinate only to the interests of the Owners and any Trustee
therefor in such Collateral and Revenues. The Obligor agrees that it will, from time to time, execute
acknowledge and deliver, or cause to be executed, acknowledged and delivered, any and all financing
statements, if applicable, and all other further instruments as may be required by law or as shall
reasonably be requested by Ambac for the perfection of the security interest,. if any, granted under this
Section 2.03 and for the preservation and protection of all rights of Ambac under this Section 2.03.
Section 2.04. Unconditional Obli'gation . The obligations of the Obligor hereunder are absolute and
unconditional and will be paid or performed strictly in accordance with this Agreement, irrespective of:
(a) any lack of validity or enforceability of, or any amendment or other modification of, or waiver with
respect to the Indenture or the Obligations;
(b) any exchange, release or nonperfection of any security interest in property securing the Obligations or
this Agreement or any obligations hereunder;
(c) any circumstances which might otherwise constitute a defense available to, or discharge of, the
Obligor with respect to the Obligations;
(d) whether or not such obligations are contingent or matured, disputed or undisputed, liquidated orunliquidated.
ARTICLE
EVENTS OF DEFAULT; REMEDIES
Section 3.0 I. Events of Default.The following events shall .constitute Events of Default hereunder:
(a) The Obligor shall fail to pay to Ambac any amount payable under Sections 1.04 and 2.01 hereof and
such failure shall- have continued for a period in excess of the Reimbursement Period;
(b) Anymaterial representation or warranty made by the Obligor hereunder or under the Indenture or any
statement in the application for the Surety Bond or any report, certificate, fmancial statement or other
instrument provided in connection with the Commitment, the Surety Bond or herewith shall have been
materially false at the time when made;
(c) Except as otherwise provided in this Section 3., the Obligor shall fail to perfonn any of its other
obligations under this Agreement, provided that such failure continues for more than thirty (30) days after
receipt by the Obligor of notice of such failu,re to perform;
Cd) The Obligor shall (i)voluntarily commence any proceeding or file any petition seeking relief under
the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or
similar law, (ii) consent to the institution of, or fail to controvert in a timely and appropriate manner, any
such proceeding or the filing of any such petition, (iii) apply for or consent to the appointment of a
receiver, paying agent, custodian, sequestrator or similar official for the Obligor or for a substantial part
of its property, (iv) file an answer admitting the material ailegations of a petition filed against it in any
such proceeding, (v) make a general assignment for the benefit of creditors, (vi) become unable, admit in
writing its inability or fail generally to pay its debts as they become due or (vii) take action for the
purpose of effecting any of the foregoing; or
(e) An involuntary proceeding shall be commenced or an involuntary petition shall be filed in a court of
competent jurisdiction seeking (i) relief in respect of the Obligor, or of a substantial part of its property,
under the United States Bankruptcy Code or any other Federal, state or foreign bankruptcy, insolvency or
similar law or (ii) the appointment of a receiver, paying agent, custodian, sequestrator or similar official
for the Obligor or for a substantial part of its property; and such proceeding or petition shall continue
undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing shall
continue unstayed and in effect for thirty (30) days.
Section 3.02. Remedies.If an Event of Default shall occur and be continuing, then Ambac may take
whatever action at law or in equity may appear necessary or desirable to collect the amounts then due and
thereafter to become due under this Agreement or any related instrument and enforce any obligation
agreement or covenant of the Obligor under this Agreement; provided, however, that Ambac may not take
any action to direct or require acceleration or other early redemption of the Obligations or adversely affect
the rights of the Owners. All rights and remedies of Ambac under this Section 3.02 are cumulative and the
exercise of anyone remedy does not preclude the exercise of one or more of the other available remedies.
ARTICLE IV
SETTLEMENT
Ambac shall have the exclusive right to decide and determine whether any claim, liability, suit or
judgment made or brought against Ambac, the Obligor or any other party on the Surety Bond shall or
shall not be paid, compromised, resisted, defended, tried or appealed, and Ambac s. decision thereon, if
made in good faith, shall be final and binding upon the Obligor. An itemized statement of payments made
by Ambac, certified by an officer of Ambac, or the voucher or vouchers for such payments, shall be prima
facie evidence of the liability of the Obligor, and if the Obligor fails to reimburse Ambac, pursuant to
subsection (b) of Section 2;01 hereof, upon the receipt of such statement of payments, interest shall be
computed on such amount from the date of any payment made by Ambac at the rate set forth in
subsection (a) of Section 2.01 hereof.
ARTICLE V
MISCELLANEOUS
Section 5.01. Computations.All computations of premium, interest and fees hereunder shall be made on
the basis of the actual number of days elapsed over a year of 360 days.
Section 5.02. Exercise of Rights. No failure or delay on the part of Ambac to exercise any right, power
or privilege under this Agreement and no course of dealing between Ambacand the Obligor or any other
party shall operate as a waiver of any such right, power or privilege, nor shall any single or partial
exercise of any such right, power or privilege. preclude any other or further exercise thereof or the
exercise of any other right, power or privilege. The rights and remedies. herein expressly. provided are
cumulative and not ~xclusive of any rights or remedies which Ambac would otherwise have pursuant to
law or equity. No notice to or demand on any party in any case shall entitle such party to any other or
further notice or demand in similar or other circumstances, or constitute a waiver of the right of the other
party to any other or further action in any circumstances without notiCe or demand.
Section 5.03. Amendment and Waiver. Any provision" of this Agreement may be amended, waived
supplemented, discharged or terminated only with the prior written" consent of the Obligor and Ambac.
The Obligor hereby agrees that upon the written request of the Trustee, Ambac may make or consent to
issue any substitute for the Surety Bond to cure any ambiguity or fonnal defect or omission in the Surety
Bond which shall meet the requirements of Section 5.07 (4)(c) of the Indenture and which does not
materially change the terms of the Surety Bond nor adversely affect the rights of the Owners, and this
Agreement shall apply to such substituted Surety Bond. Ambac agrees to promptly deliver to the Obligor
and to the company or companies, if any, rating the Obligations, a copy of such substituted Surety Bond.
Section 5.04. Successors and Assigns: Descriptive Headings
(a) This Agreement shall bind, and the benefits thereof shall inure to, the Obligor and .t-\.moac and their
respective successors and assigns; provided, that the Obligor may not transfer or assign any or all of its
rights and obligations hereunder without the prior written consent of Ambac.
(b) The descriptive headings of the various provisions of this Agreement are inserted for convenience of
reference only and shall not be deemed to affect the meaning or construction of any of the provisionshereof.
Section 5.05. Other Sureties. If Ambac shall procure any other surety to reinsure the Surety Bond this
Agreement shall inure to the benefit of such other surety, Its successors and assigns, so as to give to it a
direct right of action agamst the Obligor to enforce this Agreement, and "Ambac " wherever used herein
shall be deemed to include such reinsuring surety, as its respective interests may appear.
Section 5.06. Signature on Bond. The Obligor s liability shall not be affected by its failure to sign the
Surety Bond nor by. any claim that other indemnity or security was to have been obtained nor by the
release of any indemnitY, nor the return or exchange of any collateral that may have been obtained.
Section 5.07. Waiver.The Obligor waives any defense that this Agreement was executed subsequent to
the date of the Surety Bond, admitting and covenanting that such Surety Bond was executed pursuant to
the Obligor s request and in reliance on the Obligor s promise to execute this Agreement:
Section 5.08. Notices. Requests. Demands.Except as otherwise expressly provided herein, all written
notices, requests, demands or other communications to or upon the respective parties hereto shall be
deemed to have been given or made when actually received, or in the case of telex or telecopler notice
sent over a telex or a telecopier machine owned or operated by a party hereto, when sent, addressed as
specified below or at such other address as either of the parties hereto or the Trustee may hereafter specify
in writing to the others:
If to the Obligor:Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, California 91770
Attention: Chairperson
If to the Trustee:S. Bank National Association
633 West Fifth Street, 24th Floor
Los Angeles, California 90071
Attention: Corporate Trust Services
Reference: Rosemead Development Commission"
It to Ambac:Ambac Assurance .Corporation
One State Street Plaza, 19th Floor
New York, New York 10004
Attention: General Counsel
Section 5.09. Survival of .Representations . and Warranties All representations, warranties and
obligations contained herein shall survive the execution and delivery of this Agreement and the Surety
Bond.
Section 5.10. Governing Law. This Agreement and the rights and obligations of the parties under this
Agreement shall be governed by and construed and interpreted in accordance with the laws of the State.
Section 5.11. Counterparts. This Agreement may be executed in any number of copies and by the
different parties hereto on the sarneor separate counterparts, each of which shall be deemed to be an
original instrument. Complete Gounterparts of this Agreement shall be lodged with the Obligor andAmbac.
Section 5.12.Severability.In the event any provision of this Agreement shall be held invalid or
unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render
unenforceable any other provision hereof.
IN WITNESS WHEREOF each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
Attest:
Title: Secretary
By:
Title: i son
AMBAC ASSURA NCE CORP ORATION
Attest:
Title: Assistant Secretary
By:
Title: Vice President and Assistant
General Counsel
IN WITNESS WHEREOF each of the parties hereto has caused a counterpart of this Agreement to be
duly executed and delivered as of the date first above written.
ROSEMEAD COMMUNITY
DEVELOPMENT COIvfM1SSION
Attest
Title: Secretary
By:
Title: Chairperson
AMBAC ASSURANCE CORPORATION
By: ~
Title: Vice P ident and Assistant
General Counsel
ANNEX A
SURETY BOND
SURETY BOND
Ambac Assurance Corperatien
Statutory Office:
c/o CT Corporation
44 East Mifflin Street
Madison, Wisconsin 53703
Administrative Office:
One State Street Plaza
New York, New York 10004
Telephone: (212) 668-0340
Pelicy No.. SB2229BE
Ambac Assurance Cerporation ("Ambac ), in censideratien of the payment ef the premium and
subject to. the terms ef this Surety Bend, hereby unconditionally and irrevecably guarantees thefull and cemplete payments which are to be applied to. payment ef principal ef and interest en the
Obligatiens (as hereinafter defined) and which are required to be made by er on behalf of the
Resemead Cemmunity Develepment Cemmissien (Califernia) (the "Obligor ) to U.S. Bank
Natienal Asseciatien, Los Angeles, Califernia (the "Trustee ), as such payments are due by the
Obliger but shall not be so. paid pursuant to. the Indenture ef the Obligor,- dated as ef Octeber I
1993, as amended and supplemented by a First Supplement to Indenture, dated as of March 1
2006 and all Supplemental Indentures asdefmed therein (the "Indenture ), by and between the
Obliger and the Trustee, autherizing the issuance of$14 OO5 000 in aggregate principal amount
ef Redevelepment Preject ~ea No.1 Tax Allocatien Bonds, Series 2006A, dated their date ef
delivery and securing payment ef these outstanding Redevelopment Project Area No. I Tax
Allecatien Bonds, Series 1993A (cellectively, the "Obligatiens ) ef said Obliger and providing
the terms and cenditions fer the issuance of said Obligations; previded that the ameunt available
at any particular time to be paid to. the Trustee under the terms hereef shall not exceed the Surety
Bend Coverage, defined herein as the lesser ef "323 238.13 er the Reserve Account
. Requirement fer the Obligatiens, as that term is defined in the Indenture (the "Reserve
Requirement"). The Surety Bend Ceverage shall be reduced and may be reinstated frem time totime as set ferth herein. I. As used herein, the term "Owner" shall mean the registered ewner of any Obligation
indicated in the books maintained by the Trustee, the Obliger or any desIgnee ef the Obliger fer
such purpose. The term "Owner" shall net inc1udethe Obliger er any person er entity whose
ebligatien er ebligations by agreement constitute the underlying security er source ef payment efthe Obligatiens.
2. Upen the later of: (i) ene (1) day after receipt by the General Ceunsel of Ambac ef a.
demand fer payment in the ferm attached hereto. as Attachment I (the "Demand for Payment"), duly
executed by the Trustee certifying that payment due as required by the Indenture has net been made
to. the Trustee; er (ii) the payment date of the Obligatiens as specified in the Demand fer Payment
presented by the Trustee to. the General Ceunselef Ambac, Ambac will make a depesit of funds in
an account with the Trustee or its successer, sufficient for the payment to. the Trustee, of ameunts
which are then due to. the Trustee (as specified "in the Demand fer Payment) up to. but net in excessef the Surety Bond Ceverage.
3. Demand for Payment hereunder may be made by prepaid telecepy, telex, er telegram efthe.
executed Demand for Payment c/o. the General Ceunsel ef Ambac. If a Demand fer Payment made
hereunder dees not, in any instance, cenferm to the tenns andcenditiens et this Surety Bend
Ambac shall give netice to. the Trustee, as promptly as reasonably practicable that such Demand fer
Payment was net effected in accerdance with the terms and conditiens ef this Surety Bend and
briefly state the reason(s) therefor. Upon being notified that such Demand for Payment was not
effected in accordance with this Surety Bond, the Trustee may attempt to correct any such
nonconforming Demand for Payment if, and to the extent that, the Trustee is entitled and able to do
so.
4. The amount payable by Ambac under this Surety Bond pursuant to a Demand for Payment
shall be limited to the Surety Bond Coverage. The Surety Bond. Coverage shall be reduced
automatically to the extent of each payment made by Ambac hereunder and will be reinstated to the
extent of each reimbursement of Amba~ by the Obligor pursuant to Article II of the Guaranty
Agreement, dated as of March 9,2006 (the "Guaranty Agreement"), by arid between Ambac and the
Obligor; provided, that in no event shall such reinstatement exceed the Surety Bond Coverage.
Ambac will notify the Trustee, in writing within five (5) days of such reimbursement, that the
Surety Bond Coverage has been reinstated to the extent of such. reimbursement pursuant to the
Guaranty Agreement and such reinstatement shall be effective as of the date Ambac gives such
notice. .The notice to the Trustee will. be substantially in the form attached hereto as Attachment 2.
The Surety Bond Coverage shall be automatically reduced to the extent that the Reserve
Requirement for the Obligations is lowered or reduced pursuant to the terms of the Indenture.
5. Any service of process on Ambac may be made to Ambac or the office of the. General
Counsel of Ambac and such service of process shall be valid and binding as to Ambac. During the
term of its appointment, General Counsel will act as agent for the acceptance of service of process
and its offices are located at One State Street Plaza, New York, New York 10004, Telephone: (212)
668-0340.
6. This Surety Bond .is noncancelable for any reason. The term of this Surety Bond shall expire
on the earlier of (i) October 1 , 2022 or (ii)the date on which the Obligor, to the satisfaction of
Ambac, has made all payments required to be made on the Obligations pursuant to the Indenture.
The premium on this Surety Bond is not refundable for any reason, including the payment prior to
maturity of the Obligations.
7. This Surety Bond. shaH be governed by and interpreted under the laws of the State of
Wisconsin, and any suit hereunder in connection with any payment may be brought only by the
Trustee within one year after (i) a Demand for Payment, with respect to such payment, is made
pursuant to the terms of this Surety Bond and Ambac has failed to make such payment or (ii)
payment would otherwise have been due hereunder but for the failure on the part of the Trustee to
deliver to Ambac a Demand for Payment pursuant to the terms of this Surety Bond, whichever isearlier.
8. In the event that Ambac were to become insolvent, any claims arising under this Surety
Bond would be excluded from coverage by the California Insurance Guaranty Association
established pursuant to the laws of the State of California.
Form No.: 2B-0009-C (7/97)
IN WITNESS WHEREOF, Ambac has caused this Surety Bond to be executed and attested on its
behalf this 9th day of March, 2006.
Attest. .
Form No.: 2B-0009-c (7197) .
Ambac Assurance Corporation
B .
Attachment 1
Surety Bond No. SH222YBE
DEMAND FOR PAYMENT
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Attention: General Counsel
Reference is made to the Surety Bond No. SB2229BE (the 'Surety Bond") issued by
Ambac Assurance Corporation ("Ambac ). The terms which are capitalized herein and not
otherwise derIDed have the meanings specified in the Surety Bond unless the context otherwise
reqUIres.
The Trustee hereby certifies that:
(a) Payment by the Obligor to the Trustee was due on (a date not less than one
(1) day prior to the applicable payment date for the Obligations) under the Indenture attached hereto
as Exhibit A, in an amount equal to $(the "Amount Due ). The Amount Due is payable
to the Owners of the Obligations on
(b) has been deposited in the (fund/account) tram moneys paid by the
Obligor or from other funds legally available to the Trustee for payment to the Owners of the
Obligations, which amount is $ less than the Amount Due (the "Deficiency
(c) The Trustee has not heretofore made demand under the Surety Bond for the Amount
Due or any portion thereof.
The Trustee hereby requests that payment of the Deficiency (up to but not in excess of the
S~ety Bond Coverage) be made by Ambac under the Surety Bond and directs that payment under
the Surety Bond be made to the following account by bank wire transfer of federal or other
immediately available funds in accordanc.e with the terms of the Sur:ety Bond:
(Trustee s Accoun~
(Trustee J
By:
Its:
For your prote~tion California law requires the following to appear on thisform:
Any person who knowingly presents a false or fraudulent claim for the payment of a loss is guilty
of a crime and may be subject to fines and confinement in state prison.
Fonn No.: 2B-OOO9-C (7/97)
Attachment 2
Surety Bond No. SB2229BE
NOTICE OF REINSTATEMENT
(Trustee)
(Address)
Reference is made to the Surety Bond No. SB2229BE (the "Surety Bond") issued by
Ambac Assurance Corporation ("Ambac ). The terms which are capitalized herein and not
otherwise derIDed have the meanings specified. in the Surety Bond unless the context otherwise
reqUITes.
Ambac hereby delivers notice that it is in receipt of payment from the Obligor pursuant to
Article II of the Guaranty Agreement and as of the date hereof the Surety Bond Coverage is
, subject to a reduction as the Reserve Requirement for the Obligations is
lowered or reduced pursuant to the terms of the Indenture.
AMBAC ASSURANCE CORPORATION
Attest:
Title:
By:
Title:
Fonn No.: 2S-OOO9-(7197)
ANNEX B
DEFINITIONS
For all purposes of this Agreement, except as otherwise expressly provided herein or unless the context
otherwise requires, all capitalized terms shall have the meaning as set out below.
Agreement" means this Guaranty Agreement.
Ambac" has the same meaning as set forth in the first paragraph of this Agreement.
Collateral and Revenues" has the same meaning as set forth in Section 2.03 hereof.
Commitment" means the Ambac Commitment for Surety Bond in the form attached hereto as Annex C.
Debt Service Payments" means those payments required to be made by the Obligor which will be
applied to payment of principal of and interest on the Obligations.
Effective Interest Rate" means the lesser of the Reimbursement Rate or the maximum rate of interest
permitted by then applicable law; provided, however, that the Effective Interest Rate shall in no event be
less than the average interest rate on the Obligations.
Event of Default" shall mean those events of default set forth in Section 3.01 of this Agreement.
Indenture" means ~n Indenture, dated October 1 , 1993 , by and between the Obligor, as successor to the
Rosemead Redevelopment Agency, and the Trustee, as successor to State Street Bank and Trust Company
of California, N., as trustee, as amended and supplemented by a First Supplement to Indenture, dated as
of March 1 , 2006, by and between the Obligor and -Trustee, and all Supplemental Indentures as definedtherein.
Legally Available Funds" means Pledged Tax Revenues (as defined in the Indenture) legally available to
the Obligor for the payment of its obligations, hereunder.
Obligations" has ~he same meaning as set forth in the second paragrapn of this Agreement.
Obligor" has the same meaning as set forth in the fI1'st paragraph of this Agreement.
Owners" means the registered owner of any Obligation as indicated in the books maintained by the
Trustee, the Obligor or any designee of the Obligor for such purpose. The term "Owner" shall not include
the Obligor or any person or entity whose obligation or obligations by agreement constitute the
underlying security or source of payment for the Obligations.
Reimbursement Period" means, with respect to a particular Surety Bond Payment . the period
commencing on the date of such Surety Bond Payment and ending 12 months following such Surety
Bond Payment.
Reimbursement Rate" means Citibank's prime rate plus two (2) percent per annum, as of the date of
such Surety Bond Payment, said "prime rate" being the rate of interest announced ITom time to time by
Citibank, New York, New York, as its prime rate. The rate of interest shall be calculated on the basis of a
360 day year.
State" means the State of California.
Surety Bond" means the surety bond issued by Ambac substantially in the form attached to this
Agreement as Annex A.
Surety Bond Coverage" means the amount available at any particular time to be paid to the Trustee
under the terms of the Surety Bond, which amount shall never exceed $1 323 238 13.
Surety Bond Payment" means an amount equal to the Debt Service Payment less (i) that portion of the
Debt Service Payment paid by the Obligor, and (ii) other funds legally available to the Trustee for
payment to the Owners, all as certified by the Trustee as provided in section 5.07 (4) of the Indenture in a
demand for payment rendered pursuant to the terms of the Surety Bond.
Trustee" means U.S. BankNational Association, Los Angeles, California.
ANNEX C
COMMITMENT
Ambac Assurance Corporation
One State Street Plaza
New York, NY 10004
212.668.0340
A member of Ambac Financial Group, Inc.
CO~TMffiNT FOR SURETY BOND
Obligor:ROSEMEAD COMl\iIUNITY DEVELOPMENT COMJ.\.1ISSION, CALIFORNIA
REDEVELOPMENT PROJECT AREA NO.
commitment Number: SB29849 ::::ommitment Date: January 23 2006
Expiration Date: April 24, 2006
Obligations: $14,405 000' Tax Allocation Bonds , Series 2006, dated February 15 2006 and maturing
October 1 2022
Surety Amount: $1 440 500
Insurance premium: 3.25% of the surety amount.
Ambac Assurance Corporation (Ambac) A Wisconsin Stoc~ Insurance Corporation hereby
commits to issue a Surety Bond (the "Commitment") relating to the Debt Service Reserve Fund for
the above-described debt obligations (the "Obligations ), substantially in the form attached hereto
subject to the terms and conditions contained herein or added hereto (see conditions set forth herein). .
To extend this Commitm~t after the expiration date set forth above, an oral (subsequently confumed
in writing) or written request for renewal must be submitted to Ambac at least one business day prior
to S\lch expiration date. Ambac reserves the right to refuse to grant a renewal or ma.y renew this
Commitment subject to additional tenns and conditions.
The Surety Bond (the "Surety") shall be issued lithe following conditions are satisfied:
Arnbac shall receive an opinion of counselor Ii certificate of an officer of the Obligor or ultimate obligor
stating that the information supplied to Ambac in order to obtain the Surety and the documents to be
executed and delivered in connection with the issuance and sale of the Obligations do not contain any
untrue or misleading statement of a material fact and do not fail to state a material. fact required to be
stated therein or necessary in order to make the information contained therein not misleading.
No event shall occur which would pennit any purchaser of the Obligations, otherwise required
, '
not to be
required to purchase the Obligati~ns on the date scheduled for the issuance and delivery thereof.
There shall be ria material change in or affecting the Obligations, the Obligor or ultimate obligor
(including, but not limited to, the security for the Obligations or the proposed debt service structure for
the Obligations), the Official Statement, if any (or any similar disclosure document), including any
fmancial statements therein contained, the fmancing documents or any legal opinions to be executed and
delivered in connection with the issuance and sale of the . Obligations, or any other infonnation
Subject to change, with Amhac s approval.
submitted to Ambac in order to obtain the Surety, from the descriptions or schedules thereof heretofore
provided to Anlbac at any time prior to the issuance of the Obligations and there shall not have occurred
or come to the attention of the Obligor or purchaser any material change of fact or law adverse to the
interests of Ambac, unless approved by Ambac in writing.
Unless expressly waived in whole or in part by Ambac, the financing documents shall contain a) the
terms and provisions provided in the Ambac STANDARD PACKAGE transmitted herewith, and b) any
provisions or comments given orally by Ambac.
Ambac will prepare, and the Obligor will execute, a Guaranty Agreement in the form (with such
revisions of Ambac and the Obligor agree to) contained in the Standard Package.
NO LATER THAN FIVE (5) BUSINESS DAYS PRIOR TO CLOSIN , Ambac shall be provided
with:
the final debt service schedule; and-
proposed copies of all fmancing documents; and
the. proposed official statement (or any similar disclosure document); and
the proposed various legal opinions delivered in connection with the issuance and sale of the
Obligations, including, without limitation, the unqualified approving opinion of bond counsel
. rendered by a law firm acceptable to Arnbac. The fonn of bond counsel's approving opinion
must be acceptable to Ambac. The form of bond counsel's approving opinion shall indicate that
the Obligor must comply with certain covenants under and pursuant to the Internal Revenue Code
of 1986, as amended and that the Obligor has the legal power to coinply with such covenants.
Ambac shall also be provided with executed copies of all fmancing documents, including but not
limited to the Official Statement (or any similar disclosure document) and the various legal
opinions rendered. The executed opinion of bond counsel shall be addressed to Ambac or in lieu
thereof, a letter shall be provided to Ambac to the effect that Ambac may rely on such opinion as
if it were addressed to Ambacand such letter shall be delivered with an executed opinion; and
any provisions of the Purchase Contract or Bond Purchase Agreement referencing Ambac or the
Obligor of the Surety in general. If such provisions are not received in a timely manner or if
provisions are inserted in the Purchase Contract or Bond Purchase Agreement without Ambac
lrnowledge, compliance with such provisions may not be possible; and
a .letter from . bond counselor counsel to the purchaser or otherwise from another counsel
acceptable to Ambac to the effect that the financing documents, the Official Statement (or any
similar disclosure document) and the various legal opinions executed and delivered in connection
with the issuance and sale of the Obligations, are substantially in the fonns previously submitted
to Ambac for review, with only suchaniendrnents, modifications or deletions as may be approvedby Ambac; and
a copy of any insurance policy, surety bond, guaranty or indemnification or any other policy,
contract or agreement which provides for payment of all or any portion of the debt, the costs of
reconstruction, the loss of busine~s income or in any way secures, ensures or enhances the incomestream anticipated to pay the Obligations.
. Evidence of wire transfer of an amount equal to the payment for the Surety at the time of the issuance
and delivery offue Obligations.
An opinion addressed to Ambac by (juuu::Iel acceptable to Ambac that the Guaranty Agreement is a
legal, valid and binding obligation of the Obligor thereof, enforceable in accordance with its tenDs.
The escrow agreement, in fonn and substance acceptable to Ambac, for the complete defeasance of the
applicable Obligations (the "Prior Obligations
10. Certification by a nationally recognized accounting flffi1, pre-approved by Ambac, that the securitiesinvested are sufficIent to pay the Prior Obligations.
11. Ambac must receive an opinion of Counsel acceptable to Ambac that the Prior Obligations have been
legally defeased.
12. A draft opinion of bond counsel Of. special tax counsel acceptable to Ambac, addressed to Ambac, and atelecopy of the executed opinion on the day of closing (to the attention of your closing coordiriator) to
the effect that the refunding and escrow are in full compliance with all applicable Federal arbitrage
regulations.
13. Funds held by the Escrow Trustee for the payments of the refunded Obligations must be held as cash
fully insured by or the Federal Deposit Insurance Corporation or invest~d in direct obligations of the-United States of America.
14. An1bac must receive, at least five (5) business days prior to closing, a draft opinion of Obligor coul1sel
or escrow agent's counsel, and a telecopy of the executed opinion on the day of closing (to the attention
of your. closing coordinator) regarding the validity," binding nature and enforceability of the escrow
agreement.
15. IF A FORWARD SUPPLY CONTRACT IS USED:
a) Secunties delivered to the escrow agreement must be non-callable U.S. Government obligations
which do not mature later than the date on which needed to pay debt service on the refunded
Obligations.
b) TI1e CPA verification must be in a fonn and substance satisfactory to Ambac and must opine that
the escrow is sufficient to be defease the refunded Obligations whether or not the forward supply
contract provider delivers securities to the escrow. .
TI1e forward supply contract must specify that (a) the purchass: price of the secUIjties delivered to
the escrow must not exceed the amount of cash received from maturing securities in the escrow, as
specified in the verification, and (b) the maturity value of the securities in the escrow must not be
less than the purchase price paid for such securities. .
TI1e forward supply contnict provider shall have no recourse to the escrow upon any failure of the .
Obligor or escrow agent to perfonn .its obligations under the forward supply contract. Other than.
the payment of the purchase price for the securities to be delivered pursUant to the forward supply
contract, no payments of any other kind may be made from the escrow in respect to the forward
supply contract.
TI1e forward supply contract pro
The forward supply co~ti:-act shal
must be at least A by a nationally recognized rating agency.
in form and substance satisfactory to Ambac.
AMENDMENT TO
GUARANTY AGREEMENT
TIDSAi'fENDMENTTO GUARANTY AGREEMENT, dated as of Deceniber 11, 2006 (this
Amendment to Guaranty Agreement by and between ROSEMEAD COMMUNITY DEvELOPMENT
COMMISSION, a public body corporate organized and existing underthe laws ofthe State of California
(the Obligor and AMBAC.ASSURANCECORPORATION; a Wisconsin-domiciled stock insurance
corporation (ItAmbac
),
amendS that certain Guaranty Agreement, Gated ~s of March 9 200() (the
Original Guaranty Agreementlt
),
by and between the Obligor and Arn:bac.
WITNESSETH:
WHEREAS, on March 9 2006, the Obligor issued and delivered its $14 005,000 Redevelopment
Project Area No.1 Tax AJ.location Bonds, Series 2006A (the Obligations
);
and
WHEREAS, simultaneously with the issuance and delivery of the Obligations by the Obligor
Ambac issued its Surety Bond (the Surety Bond"guaranteeing certain payments by the Obligor relating
to the Obligations, subject in all respects to the terms and limitations contained in the Surety Bond; and
WHEREAS, simultaneously with the issuance and delivery of the Surety Bond by Ambac, the
Obligor and Ambac entered into the Original Guaranty Agreement; and
WHEREAS, the Obligor has requested that Ambac amend the SUrety Bond to extend the
maturity date Qfthe Surety Bond from October 1 2022 to October 1 2033 (the Surety Amend11~ent
);
and
WHEREAS, in order to induce Ambac to execute the Surety Amendment, the Obligor has agreed
to pay a feeof$lO OOO.OO; and
WHEREAS, the Obligor understands that Ambacexpre$sly requires thedeHvery of this
Amendment ~o Guaranty Agreement as part of the consideration for the execution by Ambac of the: Surety
Amendment;
NOW, THEREFORE, in consideration of the premises and of the agreements herein contained
andofthe execution of the Surety Amendment, the Obligor and Ambac agree as follows:
. Section 1. Except as otherwise expressly provided herein or unless the context clearly
requires otherwise~ capitalized tenng used herein shall have the meanings ascribed thereto in theOrigina:lGuaranty Agreement.
Section 2. The teon Surety Bond" defined in Annex B to the Original Guaranty Agreement
is hereby amended in its entirety to read as fo1lows:
Surety Bond means the surety bond issued by Ambac substantia1ly in the fonn attached
to this Agreement as Annex A, as amended and supplemented by Endorsement to Surety
Bond No. SB2229BE, dated December 21 2006.
Section 3. This Amendment to Guaranty Agreement shall not waive, annul , vary or effect
any provisions, conditions, covenants or agreements contained in the Original Guaranty Agreement, nor
affect or impair any rights, powers or remedies thereunder, except as otherwise provided in Section 2 of
this Amendment to Guaranty Agreement. The Original Guaranty Agreement, as herein so modified, is
and shall remain in full force and effect and is hereby ratified and confirmed in all other respects;
Section 4. This Amendment to Guaranty Agreement may be executed in any number of
counterparts, each of which shall be an original and all of which sh3;ll constitute but one and the same
instrument.
IN WITNESS WHEREOF, each of the parties hereto has caused a counterpart of this
Amendment to GuarantyAgreement to be duly executed and delivered as of the date fITSt above written.
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
Attest:
Secretary
By:
AMBAC ASSURANCE CORPORA nON
Attest:
Assistant Secretary
By:
Vice President and
Assistant General Counsel
Section 3. This Amendment to Guaranty Agreement shall not waive, annul, vary or effect
any provisions, conditions, covenants or agre~ments contained in the Original Guaranty Agreement, nor
affect or impair any rights, powers or remedies thereunder, except as otherwise provided in Section 2 of .
this Amendment to Guaranty Agreement. The Original Guaranty Agreement, as herein so modified, is
and shall remain in full force and effect and is hereby ratified and confmned in all other respects.
Section 4. This Amendment to Guaranty Agreement may be executed in any number
counterparts, each of which shall be an original and all of which shall constitute but one and the same
instrument.
. IN WITNESS WHEREOF each of the parties hereto has caused a counterpart of this
Amendment to Guaranty Agreement to be duly executed and delivered as of the date fIrst above written.
ROSEMEAD COMMUNITY
DEVELOPMENT COMMISSION
Attest:
Secretary
By:
Executive Director
AMBAC ASSURANCE CORPORATION
Atte
~~
tJu,~
As Istant Secretary
By:
Vice President and
Assistant General Counsel
CERTIFICATE OF BOND INSURER
In connection with the issuance of $24 230,000 in aggregate principal amount of
Rosemead Community Development Commission, Los Angeles County, California (the "Obligor
Redevelopment Project Area No. I Tax Allocation Refunding Bonds, Series 2006B, dated their date
of delivery (the "Obligations ), Ambac Assurance Corporation ("Ambac ) is issuing a Financial
Guaranty Insurance Policy and Endorsement thereto (the "Insurance Policy ) guaranteeing the
payment of principal and interest when due on the Obligations, all as more fully set out in the
Insurance Policy.
On behalf of Ambac, the undersigned hereby certifies that:
Ambac
(i) the Insurance Policy is an unconditional and recourse obligation of Ambac
(enforceable by or on behalf of the holders of the Obligations) to pay the scheduled payments of
interest and principal on the Obligations in the event of a Nonpayment as defined in the Insurance
Policy;
(ii) the insurance premium of $449,156.31 was determined in arms length negotiations in
accordance with our standard procedures, is required to be paid as a condition to the issuance of the
Insurance Policy and represents a reasonable charge for the transfer of credit risk;
(iii) no portion of such premium represents a payment for any direct or indirect services
other than the transfer of credit risk, including costs of underwriting or remarketing the Obligations
or the cost of insurance for casualty of Obligation financed property;
(iv) we are not co-obligors on the Obligations and do not reasonably expect that we will be
called upon to make any payment under the Insurance Policy;
(v) the Obligor is not entitled to a refund of any portion of the premium for the Insurance
Policy in the event that the Obligations are retired prior to their stated maturity;
(vi) we would not have issued the Insurance Policy in the absence of a debt service reserve
fund of the size and type established by the documents pursuant to which the Obligations are being
issued, and it is normal and customary to require a debt service reserve fund of such a size and type
in similar transactions; and
(vii) in connection with the Obligations, Ambac is also (x) executing an Amendment to
Guaranty Agreement, dated as of the date hereof (the "Guaranty Amendment"), amending that
certain Guaranty Agreement, dated as of March 9 2006, by and between Ambac and the Obligor
and (y) issuing an Endorsement to Surety Bond No. SB2229BE, which amends Surety Bond No.
SB2229BE, dated March 9, 2006 (the "Original Surety Bond"). To the extent applicable, the
representations made in connection with the Original Surety Bond, as stated in the Certificate of
Bond Insurer dated March 9, 2006, apply to the Guaranty Amendment.
IN WITNESS WHEREOF, Ambac Assurance Corporation has caused this certificate to be
executed in its name on this 21st day of December, 2006, by one of its officers duly authorized as of
such date.
AMBAC ASSURANCE CORPORATION
By: ~(A~
Nicholas A. Concilio
Vice President and
Assistant General Counsel
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499
WWW.ORRICK.COM
December 21 , 2006
Rosemead Community Development Commission
Rosemead, California
Re:Rosemead Community Development Commission (Los Angeles County, California)
Redevelopment Project Area No.
Tax Allocation Refunding Bonds, Series 2006B
(Final Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to and in connection with the issuance by the Rosemead
Community Development Commission (the "Commission ) of $24 230 000 aggregate principal
amount of bonds designated Rosemead Community Development Commission (Los Angeles
County, California) Redevelopment Project Area No.1 Tax Allocation Refunding Bonds Series
2006B (the "Bonds ), issued pursuant to the provisions of the Community Redevelopment Law
of the State of California (being Part I of Division 24 of the Health and Safety Code of the State
of California), as amended, and a Indenture, dated as of October 1 , 1993 (the "Original
Indenture ), by and between the Commission and u.S. Bank National Association, as successor
in interest to State Street Bank and Trust Company of California, N., as trustee (the "Trustee
as amended and supplemented to date, including by that Second Supplement to Indenture, dated
as of December I , 2006 (the "Second Supplement to Indenture " together with the Original
Indenture, the "Indenture
).
Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture.
In such connection, we have reviewed the Indenture, the Tax Certificate of the
Commission, dated the date hereof (the "Tax Certificate ), opinions of counsel to the
Commission, the Trustee, certificates of the Commission, the Trustee, and others, and such other
documents, opinions and matters to the extent we deemed necessary to render the opinions set
forth herein.
Certain agreements, requirements and procedures contained or referred to in the
Indenture, the Tax Certificate and other relevant documents may be changed and certain actions
(including, without limitation, the defeasance of the Bonds) may be taken or omitted under the
circumstances and subject to the terms and conditions set forth in such documents. No opinion is
expressed herein as to any Bond or the interest thereon if any such change occurs or action is
taken or omitted upon the advice or approval of counsel other than ourselves.
OHS WEST:260145718.
ORRICK
Rosemead Community Development Commission
December 21 , 2006
Page 2
The opinions expressed herein are based on an analysis of exIsting laws, regulatIOns
rulings and court decisions and cover certain matters not directly addressed by such authorities.
Such opinions may be affected by actions taken or omitted or events occurring after the date
hereof. We have not undertaken to determine, or to inform any person, whether any such actions
are taken or omitted or events do occur or any other matters come to our attention after the date
hereof. Our engagement with respect to the Bonds has concluded with their issuance, and we
disclaim any obligation to update this letter. We have assumed the genuineness of all documents
and signatures presented to us (whether as originals or as copies) and the due and legal execution
and delivery thereof by, and validity against, any parties other than the Commission. We have
assumed, without undertaking to verify, the accuracy of the factual matters represented
warranted or certified in the documents, and of the legal conclusions contained in the opinions
referred to in the second paragraph hereof. Furthermore, we have assumed compliance with all
covenants and agreements contained in the Indenture and the Tax Certificate including (without
limitation) covenants and agreements compliance with which is necessary to assure that future
actions, omissions or events will not cause interest on the Bonds to be included in gross income
for federal income tax purposes. In addition, we call attention to the fact that the rights and
obligations under the Bonds, the Indenture and the Tax Certificate and their enforceability may
be subj ect to bankruptcy, insolvency, reorganization, arrangement, fraudulent conveyance
moratorium and other laws relating to or affecting creditors' rights, to the application of
equitable principles, to the exercise of judicial discretion in appropriate cases and to the
limitations on legal remedies against redevelopment agencies in the State of California. We
express no opinion with respect to' any indemnification, contribution, penalty, choice of law
choice of forum or waiver provisions contained in the foregoing documents. Finally, we
undertake no responsibility for the accuracy, completeness or fairness of the Official Statement
or other offering material relating to the Bonds and express no opinion with respect thereto.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are of the following opinions:
The Bonds constitute valid and binding limited obligations of the Commission.
2. The Indenture has been duly executed and delivered by, and constitutes the valid
and binding obligation of, the Commission. The Indenture creates a valid pledge, to secure the
payment of the principal of and interest on the Bonds, of the Pledged Tax Revenues and any
other amounts (including proceeds of the sale ofthe Bonds) held by the Trustee in any fund or
account established pursuant to the Indenture, except the Rebate Fund, subject to the provisions
of the Indenture permitting the application thereof for the purposes and upon the terms and
conditions set forth in the Indenture.
OHS WEST:260145718.
ORRICK
Rosemead Community Development Commission
December 21 , 2006
Page 3
3. The Bonds are not a lien or charge upon the funds or property of the Commission
except to the extent of the aforementioned pledge. Neither the faith and credit nor the taxing
power of the State of California or of any political subdivision thereof is pledged to the payment
of the principal of or interest on 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 Commission.4. Interest on the Bonds is excluded from gross income for federal income tax
purposes under Section 103 of the Internal Revenue Code of,1986 and is exempt from State of
California personal income taxes. Interest on the Bonds is not a specific preference item for
purposes of the federal individual or corporate alternative minimum taxes, although we observe
that it is included in adjusted current earnings when calculating corporate alternative minimum
taxable income. We express no opinion regarding other tax consequences related to the
ownership or disposition of, or the accrual or receipt of interest on, the Bonds.
Faithfully yours
ORRICK, HERRINGTON & SUTCLIFFE LLP
per
- .,.
OHS WEST:260145718.
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499 .
WWW.ORRICK.COM
December 21 , 2006
Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, California 91770
Re:Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
Ladies and Gentlemen:
We have acted as disclosure counsel to the Rosemead Community Development
Commission (the "Agency ), as the issuer on this date of $24 230 000 aggregate principal
amount of Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
(the "Bonds
In that connection, we have reviewed a printed copy of the official statement of the
Commission, dated December 14 2006, with respect to the Bonds (the "Official Statement"), the
Purchase Contract, dated December 14, 2006 (the "Purchase Contract"), by and between the
Commission and Piper Jaffi-ay & Co., as underwriter (the "Underwriter ), certificates and
opinions of the Cominission and others, and we have made such investigations of law as we have
deemed appropriate as a basis for the conclusion hereinafter expressed. We have not reviewed
any electronic version of the Official Statement, and assume that any such version is identical in
all respects to the printed version. Capitalized terms not otherwise defined herein shall have the
meanings ascribed thereto in the Official Statement.
In arriving at the conclusion hereinafter expressed, we are not expressing any opinion or
view on, and with your permission are assuming and relying on; the validity, accuracy and
sufficiency of the records, documents, certificates and opinions referred to above (including the
accuracy of all factual matters represented and kgal conclusions contained therein, including,
without limitation, any representations and legal conclusions regarding the due authorization
issuance, delivery, validity and enforceability of the Bonds and the exclusion of interest thereon
from gross income for federal income tax purposes, and the legality, validity and enforceability
of the First Supplement, the Master Pledge Agreement, the Second Supplement, and any laws
documents or instruments that may be related to the issuance, payment or security of the Bonds.
We have assumed that all records, documents, certificates .and opinions that we have reviewed
and the signatures thereto, are genuine.
OHS WEST:260142788.
ORRICK
Rosemead Community Development Commission
December 21 , 2006
Page 2
are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements contained in the Official Statement and make
no representation that we have independently verified the accuracy, completeness or fairness of
any such statements. In our capacity as disclosure counsel to the Commission, to assist it in part
9f its responsibility with respect to the Official Statement, we participated in conferences with
representatives of the Commission and its counsel, the Underwriter and others, during which the
contents of the Official Statement and related matters were discussed. Based on our participation
in the above-mentioned conferences (which did not extend beyond the date of the Official
Statement), and in reliance thereon and on the records, documents, certificates, opinions and
matters mentioned above, we advise you as a matter of fact and not opinion that, during the
course of our role as disclosure counsel with respect to the Bonds, no facts came to the attention
of the attorneys in our firm rendering legal services in connection with such role which caused us
to believe that the Official Statement as of its date (except for any CUSIP numbers, financial
statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables
graphs, estimates, projections, assumptions or expressions of opinion, any information about
feasibility, valuation, appraisals, absorption, real estate or environmental matters, any
information about the Bond Insurer, the Insurance Policy or the Surety Bond, DTC or its book-
entry system, or Appendices B, C, D, E and G, included or referred to therein, which we
expressly exclude from the scope of this paragraph and as to which we express no opinion or
view) contained any untrue statement of a material fact or omitted to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
By acceptance of this letter you recognize and acknowledge that: (i) the preceding
paragraph is not an opinion but in the nature of negative observations based on certain limited
activities performed by specific lawyers in our firm in our role as disclosure counsel; (ii) the
scope of those activities performed by us were inherently limited and do not purport to
encompass all activities that the Commission may be responsible to undertake; (iii) those
activities performed by us rely on third party representations, warranties, certifications and
opinions, including and primarily, representations, warranties and certifications made by the
Commission, and are otherwise subject to the conditions set forth herein; and (iv) this letter may
not be sufficient for or appropriate to your purposes.
This letter is furnished by us as disclosure counsel. Our engagement with respect to this
matter has terminated as of the date hereof, and we disclaim any obligation to update this letter.
This letter is not to be used, circulated, quoted or otherwise referred to or relied upon for any
OHS WEST:260142788.
ORRICK
Rosemead Community Development Commission
December 21 , 2006
Page 3
other purpose or by any other person. This letter is not intended to, and may not, be relied upon
by owners of Bonds or by any other party to whom it is not specifically addressed.
OHS WEST:260142788.
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499
WWW.ORRICK.COM
December 21 , 2006
Piper Jaffray & Co.
345 California Street, Suite 2200
San Francisco, California 94104
Re:Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
Ladies and Gentlemen:
We have acted as disclosure counsel to the Rosemead Community Development
Commission (the "Commission ), as the issuer on this date of $24 230 000 aggregate principal
amount of Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series 2006B
(the "Bonds
In that connection, we have reviewed a printed copy of the official statement of the
. Commission, dated December 14, 2006, with respect to the Bonds (the "Official Statement"), the
Purchase Contract, dated December 14, 2006 (the "Purchase Contract"), by and between the
Commission and Piper Jaffray & Co., as underwriter (the "Underwriter ), certificates and
opinions of the Commission, the City of Rosemead and others, and we have made such
investigations of law as we have deemed appropriate as a basis for the conclusion hereinafter
expressed. We have not reviewed any electronic version of the Official Statement, and assume
that any such version is identical in all respects to the printed version. Capitalized terms not
otherwise defined herein shall have the meanings ascribed thereto in the Official Statement.
In arriving at the conclusion hereinafter ex;pressed, we are not expressing any opinion or
view on, and with your permission are assuming and relying on, the validity, accuracy and
sufficiency of the records, documents, certificates and opinions referred to above (including the
accuracy of all factual matters represented and legal conclusions contained therein, including,
without limitation, any representations and legal conclusions regarding the due authorization
issuance, delivery, validity and enforceability of the Bonds and the exclusion of interest thereon
from gross income for federal income tax purposes, and the legality, validity and enforceability
of the Indenture, and any laws, documents or instruments that may be related to the issuance
OHS WEST:260142783.
ORRICK
Piper Jaffray & Co.
December 21 , 2006
Page 2
payment or security ofthe Bonds. We have assumed that all records, documents, certificates and
opinions that we have reviewed, and the signatures thereto, are genuine.
We are not passing upon and do not assume any responsibility for the accuracy,
completeness or fairness of any of the statements contained in the Official Statement and make
no representation that we have independently verified the accuracy, completeness or fairness of
any such statements. In our capacity as disclosure counsel to the Commission, to assist it in part
of its responsibility with respect to the Official Statement, we participated in conferences with
representatives of the Commission and the City and their respective counsel, the Underwriter and
others, during which the contents of the Official Statement and related matters were discussed.
Based on our participation in the above-mentioned conferences (which did not extend beyond the
date of the Official Statement), and in reliance thereon and on the records, documents
certificates, opinions and matters mentioned above, we advise you as a matter of fact and not
opinion that, during the course of our role as disclosure courisel with respect to the Bonds, no
facts came to the attention of the attorneys in our firm rendering legal services in connection with
such role which caused us to believe that the Official Statement as of its date (except for any
CUSIP numbers, financial, statistical, economic, engineering or demographic data or forecasts
numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion
any information about feasibility, valuation, appraisals, absorption, real estate or environmental
matters, any information about the Bond Insurer, the Insurance Policy or the Surety Bond, DTC
or its book-entry system, or Appendices B, C, D, E and G, included or referred to therein, which
we expressly exclude from the scope of this paragraph and as to which we express no opinion or
view) contained any untrue statement of a material fact or omitted to state any material fact
necessary to make the statements therein, in the light of the circumstances under which they were
made, not misleading.
OHS WEST:260142783.
ORRICK
Piper Jaffray & Co.
December 21 , 2006
Page 3
This letter is furnished by us as disclosure counsel. No attorney-client relationship has
existed or exits between our firm and the Underwriter in connection with the Bonds or by virtue
of this letter. Our engagement with respect to this matter has terminated as of the date hereof
and we disclaim any obligation to. update this letter. This letter is not to be used, circulated
quoted or otherwise referred to or relied upon for any other purpose or by any other person. This
letter is not intended to, and may not, be relied upon by owners of Bonds or by any other party to
whom it is not specifically addressed.
Very truly yours
GTON & SUTCLIFFE LLP
OHS WEST:260142783.
()RRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499
WWW.ORRICK.COM
December 21 , 2006
S. Bank National Association
633 W. Fifth Street, 24th Floor
Los Angeles, California 90071
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Re:Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds, Series 2006B
(Defeasance Opinion)
Ladies and Gentlemen:
We have acted as bond counsel to the Rosemead Community Development Commission
(the "Commission ) in connection with its issuance of $24 230 000 aggregate principal amount
of bonds designated Rosemead Community Development Commission Redevelopment Project
Area No.1 Tax Allocation Refunding Bonds, Series 2006B (the "Refunding Bonds ). A portion
of the proceeds of the Refunding Bonds will be applied to refund the Redevelopment Project
Area No.1 Tax Allocation Bonds, Series 1993A (the "Bonds ). The Bonds were issued pursuant
to an Indenture, dated as of October 1 , 1993 (the "Indenture ), by and between the Commission
and State Street Bank and Trust Company of California, N.A. (predecessor in interest to US.
Bank National Association), as successor trustee. This opinion is being provided in connection
with defeasance of the Bonds pursuant to Article X of the Indenture.
In such connection, we have reviewed portions of the Indenture, an escrow agreement
dated as of December 1 , 2006 (the "Escrow Agreement"), between the Commission and US.
Bank National Association, as escrow agent (the "Escrow Agent"), a report by The Arbitrage
Group, Inc., certified public accountants, verifying the accuracy of certain computations relating
to the escrow and the Bonds (the "Verification Report"), a Written Request and Requisition No.
1 of the Commission to the Trustee dated December 21 , 2006 (the "Order ), and such other
documents and matters to the extent we deemed necessary to render the opinion set forth herein.
The opinion expressed herein is based on an analysis of existing laws, regulations, rulings
and court decisions and covers certain matters not directly addressed by such authorities. Such
OHS WEST:260142795.
ORRICK
S. Bank National Association
Ambac Assurance Corporation
December 21 , 2006
Page 2
opinion may be affected by actions taken or omitted or events occurring after the date hereof.
We have not undertaken to determine, or to inform any person, whether any such actions are
taken or omitted or events do occur or any other matters come to our attention after the date
hereof. We express no opinion as to the effect of any bankruptcy, insolvency, reorganization
arrangement, fraudulent conveyance, moratorium or other laws relating to or affecting creditors
rights. We have assumed the genuineness of all documents and signatures presented to us
(whether as originals or copies) and the due and legal execution and delivery thereof by, and
validity against, any parties other than the Commission. We have assumed, without undertaking
to verify, the accuracy of the factual matters represented, warranted or certified in the documents
referred to in the second paragraph hereof and the certifications and representations made in
connection with the subscription for certain United States Treasury Obligations - State and Local
Government Series. We have further assumed compliance by all parties with all covenants and
agreements contained in such documents.
In rendering the following opinion, we have made no independent calculations or
verifications concerning the actual deposit of the amounts and obligations specified in the
Escrow Agreement, the outstanding principal amount of the Bonds, the principal or redemption
price and interest requirements with respect to the Bonds, the adequacy of the amounts deposited
pursuant to the Escrow Agreement and the investment income thereon to pay such principal or
redemption price and interest requirements when due, or the accuracy of any of the numbers
computations, assumptions or conclusions contained in the Verification Report, but with respect
to all such matters have relied solely upon, and assumed, the accuracy of the Verification Report
the representations in the Escrow Agreement and related certificates.. We have also assumed that
the deposit required to be made to the Escrow Fund established pursuant to the Escrow
Agreement has been made, that all other instructions set forth in the Indenture, the Order and the
Escrow Agreement have been complied with, and that provision satisfactory to the Trustee has
been irrevocably made with respect to the giving of notice of redemption of the Bonds.
Certain actions (including, without limitation, investment or reinvestment of any cash in
the Escrow Fund now or hereafter arising or substitution of any investments in the Escrow Fund)
may be taken under the circumstances and subject to the terms and conditions set forth in the
Escrow Agreement. No opinion is expressed herein if any such change occurs or action is taken
or omitted other than with our advice and approval.
Based on and subject to the foregoing, and in reliance thereon, as of the date hereof, we
are ofthe opinion that (i) the pledge of the Pledged Tax Revenues and other funds provided for
in the Indenture with respect to such Bonds, and all other pecuniary obligations of the
Commission under the Indenture with respect to all such Bonds, shall cease and terminate
OHS WEST:260142795.
ORRICK
US. Bank National Association
Ambac Assurance Corporation
December 21 , 2006
Page 3
except as expressly provided in Section 10.01 of the Indenture, and the holders of such Bonds are
entitled to payment of the principal or redemption price of and interest on such Bonds only out of
the money or securities deposited with the Escrow Agent for the payment of such Bonds, and (ii)
based upon the matters set forth in the Order, the refunding of the Bonds as provided in the
Escrow Agreement will not, in and of itself, cause interest on the Bonds to be included in gross
income for federal income tax purposes. However, we have not undertaken to review facts and
circumstances relating to the tax status of interest on the Bonds except for the effect of such
refunding as aforesaid, and we express no opinion about whether interest on the Bonds is
excluded fi-om gross income for federal income tax purposes.
This letter is furnished by us as bond counsel. No attorney-client relationship has existed
or exists between our firm and the addressees of this letter in connection with the Bonds or by
virtue of this letter, and we disclaim any obligation to update this letter. This letter is delivered
to the addressees hereof solely for their benefit in connection with the defeasance of the Bonds
and is not to be used, circulated, quoted or otherwise referred to or relied upon for any other
purpose or by any other person. This letter is not intended to, and may not, be relied upon by
owners of Bonds or by owners of Refunding Bonds or by any other party to whom it is not
specifically addressed.
SUTCLIFFE LLP
OHS WEST:260142795.
WALLIN , KRESS REISMAN & KRANITZ , LLP
LAW OFFICES
2800 TWENTY-EIGHTH STREET, SUITE 315
SANTA MONICA , CALIFORNIA 90405-6205
TELEPHONE (310) 450-9582.
FACSIMILE (310) 450-0506
December 21 , 2006
Rosemead Community Development Commission
8838 E. Valley Boulevard
Rosemead, California 91770
Piper Jaffray & Co.
345 California Street, Suite 2200
San Francisco, California 94104
Orrick, Herrington & Sutcliffe LLP
777 S. Figueroa Street, Suite 3200
Los Angeles, California 90017
Re:$24 345 000
Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
Ladies and Gentlemen:
We have acted as counsel to the Rosemead Community Development
Commission (formerly Rosemead Redevelopment Agency, the "Commission ) in connection
with the sale of its Redevelopment Project Area No.1 Tax Allocation Refunding Bonds, Series
2006B (the "Series 2006B Bonds ). The Series 2006B Bonds are being issued pursuant to
Resolution No. 2006-, adopted by the Commission on November 14, 2006 (the "Bond
Resolution ), the Indenture, dated as of October 1 , 1993 (the "Original Indenture ), by and
between the Commission and State Street Bank and Trust Company of California, N., as
predecessor trustee to U.S. Bank National Association, as trustee (the "Trustee ), as amended
and supplemented by a First Supplement to Indenture, dated as of March 1, 2006 and a Second
Supplement to Indenture, dated as of December 1 , 2006 (as amended, the "Indenture ) between
the Commission and the Trustee.
In that connection we have examined originals or copies certified or otherwise
identified to my satisfaction of the Issuing Documents, as defined below, the Tax Certificate
. dated as of the date hereof (the "Tax Certificate ), the Continuing Disclosure Agreement for the
Series 2006B Bonds, dated as of December 1 2006 (the "Continuing Disclosure Agreement") by
and among the Commission, the Trustee and u.s. Bank National Association, as dissemination
agent, the Escrow Agreement, dated as of December 1 , 2006 (the "Escrow Agreement") between
the Commission and the Trustee in its capacity as escrow bank under the Escrow Agreement, and
WALLIN , KRESS REISMAN & KRANITZ LLP
LAW OFFICES
Rosemead Community Development Commission
December 21 2006
Page 2
the Official Statement of the Commission, dated December 14, 2006 (the "Official Statement"
relating to the Series 2006B Bonds. The Indenture, the Continuing Disclosure Agreement and
the Escrow Agreement are collectively referred to herein as the "Issuing Documents.
Capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in theIssuing Documents.
Based on the foregoing, we are of the opinion that:
(i) The Commission is a public body, corporate and politic
duly organized and validly existing under the laws of the State.
(ii) The Issuing Documents have been duly authorized
executed and delivered by the Commission and, assuming due authorization, execution
and delivery by the other parties thereto, constitute the valid, legal and binding
obligations of the Commission enforceable in accordance with their respective terms
except as enforcement thereof may be limited by bankruptcy, insolvency or other laws
affecting enforcement of creditors rights and by the application of equitable principles if
equitable remedies are sought.
(iii) The Bond Resolution has been duly adopted at a meeting of
the governing body of the Commission, which was called and held pursuant to law and
with all public notice required by law and at which a quorum was present and acting
throughout. The Bond Resolution is in full force and effect, has not been modified
amended or rescinded and constitutes the valid and binding obligation of the Commission
enforceable in accordance with its terms, except as enforcement thereof may be limited
by bankruptcy, insolvency or other laws affecting enforcement of creditors rights and by
the application of equitable principles if equitable remedies are sought.
(iv) The execution and delivery of the Second Supplement, the
Continuing Disclosure Agreement, the Escrow Agreement, the Tax Certificate, the
Purchase Contract and the Official Statement and compliance with the provisions of the
Issuing Documents, under the circumstances contemplated thereby, (a) to the best of my
knowledge based on inquiry deemed sufficient by me for the purpose of this opinion, do
not and will not in any material respect conflict with or constitute on the part of the
Commission a breach of or default under any agreement or other instrument to which the
Commission is a party or by which it is bound, and (b) do not and will not in any material
respect constitute on the part of the Commission a violation, breach of or default under
any existing law, regulation, court order or consent decree to which the Commission
is subject:
(v) The Official Statement has been duly authorized by the
governing body of the Commission and executed on its behalf by an authorized officer of
the Commission.
WAL.LIN, KRESS, REISMAN & KRANITZ , LLP
LAW OFFICES!
Rosemead Community Development Commission
December 21 2006
Page 3
(vi) No additional authorization, approval, consent, waiver 01
any other action by any person, board or body, public or private, not previously obtained
is required as of the date hereof for the Commission to adopt the Bond Resolution, to
enter into or to perform its obligations under the Issuing Documents.
(vii) Except as otherwise disclosed in the Official Statement
there is no litigation, proceeding, action, suit, or investigation at law or in equity before or
by any court, governmental agency or body, pending or threatened against the
Commission, challenging the creation, organization or existence. of the Commission, or
the validity of the Series 2006B Bonds or the Issuing Documents or seeking to restrain or
enjoin the repayment of the Series 2006B Bonds or in any way contesting or affecting the
validity of the Series 2006B Bonds or the Issuing Documents or any of the transactions
referred to therein or contemplated thereby or contesting the authority of the Commission
to enter into or perform its obligations under any of the Series 2006B Bonds or the
Issuing Documents, or which, in any manner, questions the right of the Commission to
issue or to use the Pledged Tax Revenues for repayment of the Series 2006B Bonds or
affects in any manner the right or ability of the Commission to enter into the . Series
2006B Bonds or to collect or pledge the Pledged Tax Revenues for repayment of the
Series 2006B Bonds.
(viii) Based upon examinations which we have made and our
discussions in conferences with certain officials of the Commission and others with
respect to the Official Statement and without having undertaken to determine
independently the accuracy, completeness or fairness of the statements contained in the
Official Statement (including the Appendices attached thereto), nothing has come to my
attention which would lead me to believe that the Official Statement (other than financial
and statistical data therein and incorporate~ therein by reference, and other than
information relating to the Bond Insurer, its Insurance Policy or its Surety Bond, DTC or
its Book-Entry System, and the information provided by the Underwriter for inclusion in
the Official Statement, as to which no opinion is expressed) contains an untrue statement
of a material fact or omits to state a material fact necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading.
WALLIN, KREss, REISMAN & KRANITZ LLP
By: Peter L. Wallin, General Counsel
)))
DORSEY
DORSEY & WHITNEY LLP
December 21 2006
Rosemead Community Development Commission
Rosemead, California
Piper Jaffray & Co.
San Francisco, California
Re:. Rosemead Community Development Commission
Redevelopment Project No.
Tax Allocation Refunding Bonds Series 2006B
Ladies and Gentlemen:
We have acted as counsel for US. Bank National Association, a national banking
association (the "Trustee ) in connection with the execution by the Trustee in its capacity as
Trustee of the Second Supplement to Indenture, dated as of December 1 2006 (the
Supplemental Indenture ), by and between the Rosemead Community Development
Commission (the "Commission ) and the Trustee, as Trustee relating to the above-captioned
Bonds. The Supplemental Indenture supplements the Indenture, dated as of October 1 , 1993 , as
amended (the "Original Indenture ), by and between the Agency and State Street Bank and Trust
Company of California, N.A. (the "Original Trustee ) as predecessor trustee to the Trustee. We
are generally familiar with the Articles of Association and the Bylaws of the Trustee and are also
familiar with the corporate proceedings of the Trustee with regard to its authorization, execution
and delivery of: (i) the Supplemental Indenture, (ii) the Escrow Agreement (as defined in the
Supplemental Indenture), and (iii) the Continuing Disclosure Agreement, executed and entered
into as of December 1 , 2006, by and among the Commission and the Trustee in its capacities as
Trustee and Dissemination Agent. The documents in (i), (ii) and (iii) of the preceding sentence
are referred to herein, collectively, as the "Agreements." The Original Indenture and the
Supplemental Indenture are referred to herein, collectively, as the "Indenture." Capitalized terms
used herein shall have the respective meanings ascribed to them in the Indenture, except as
otherwise defined herein.
We have examined such documents and have reviewed such questions of law as
we have considered necessary and appropriate for the purposes of this opinion. In such review
we have assumed the genuineness of all signatures, the authenticity of all documents submitted
to us as originals, and the conformity with originals of all documents submitted to us as copies.
Where questions of fact material to our opinions expressed below were not established
independently, we have relied upon statements of officers of the Trustee as contained in their
certificates.
Based upon the foregoing, we are of the opinion that:
1. The Trustee is a national banking association duly organized, validly
existing and in good standing under the laws of the United States of America with trust powers.
DORSEY & WHITNEY LLP . WWW.DORSEY.COM . T 949.932.3600. F 949.932.3601
38 TECHNOLOGY DRIVE. IRVINE, CALIFORNIA 92618-5310
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1P DORSEY
2. The Trustee has all requisite corporate power, authority and legal right to
execute and deliver the Agreements and to perform its obligations thereunder and under the
Original Indenture, and has taken all necessary corporate action to authorize the execution and
delivery of the Agreements and the performance of its obligations thereunder.3. The Trustee has duly authorized, executed and delivered the Agreements.
Assuming the due authorization, execution and delivery thereofby the other parties thereto, the
Agreements and the Original Indenture are the legal, valid and binding agreements of the
Trustee, enforceable in accordance with their terms against the Trustee.4. The Trustee has duly authenticated the Bonds in its capacity as Trustee
under the Indenture.
The opinions set forth above are subject to the following qualifications and
exceptions:
(a) the opinions are subject to the effect of any applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar laws of
general application affecting creditors' rights; and
(b) the opinions are subj ect to the effect of general principles of equity,
including (without limitation) concepts of materiality, reasonableness, good faith and fair
dealing, and other similar doctrines affecting the enforceability of agreements generally
(regardless of whether considered in a proceeding in equity or at law).
Our opinions expressed above are limited to the laws of the State of California
and the federal laws ofthe United States of America. We have assumed for purposes of this
opinion letter that the Original Indenture was duly authorized, executed and delivered by the
Original Trustee and was the legal, valid and binding agreement ofthe Original Trustee
enforceable in accordance with its terms against the Original Trustee.
The foregoing opinions are being furnished to you solely for your benefit and may
not be relied upon by, nor may copies be delivered to, any other person without our prior written
consent.
Very truly yours1t
~ ""'-
' L" ,
::;;("'
DORSEY & WHITNEY LLP
Ambac
Arnbac Assurance Corporation
One State Street Plaza
New York, NY 10004
212.668.0340 Fax: 212.509.9190
A member oj the Ambac Pinandal Group, ltu:.
December 21 2006
Rosemead Community
Development Commission
8838 East Valley Boulevard
Rosemead, CA 91770
Piper Jafftay & Co.
345 California Street
San Francisco, CA 94104
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street
Los Angeles, CA 90017
u.S. Bank National Association
633 West Fifth Street
Los Angeles, CA 90071
Ladies and Gentlemen:
This opinion has been requested of the undersigned, a Vice President and an Assistant
General Counsel of Ambac Assurance COIporation, a Wisconsin stock insurance corporation
Ambac Assurance ), in connection with the issuance by Ambac Assurance of a certain
Financial Guaranty Insurance Policy and Endorsement thereto (the "Policy ) and a certain
Endorsement to Surety Bond No.. SB2229BE (together with Surety Bond No. SB2229BE
the "Surety"). The Policy is effective as of the date hereof and insures $24 230 000 in
aggregate principal amount of the Rosemead Community Development Commission, Los
Angeles County, California (the "Obligor
),
Redevelopment Project Area No.1 Tax
AllocationRefunding Bonds, Series 2006B, dated their date of delivery (the "Obligations
The Surety is effective as of the Effective Date (as defined therein) and guarantees payment
of an amount not to exceed $1 323 238.13 to fund the Reserve Requirement (as defined in
the Surety) established in connection with the Obligations.
In connection with my opinion herein, I have examined the Policy, the Surety and such
statutes, documents and proceedings as I have considered necessary or appropriate under the
circumstances to render the following opinion, including, without limiting the generality of
the foregoing, certain statements contained in the Official Statement of the Obligor dated
December 14, 2006 relating to the Obligations (the "Official Statement") under the headings
SECURITY FOR THE SERIES 2006B BONDS - Ambac Assurance Surety Bond"
BOND INSURANCE" and "APPENDIX G - FORM OF BOND INSURANCE
POLICY"
Based upon the foregoing and having regard to legal considerations I deem relevant, I am of
the opinion that:
Ambac Assurance is a stock insurance corporation duly organized and validly
existing under the laws of the State of Wisconsin and duly qualified to conduct an
insurance business in the State of California.
Ambac Assurance has full corporate power and authority to execute and deliver the
Policy and the Surety, and the Policy and the Surety have been duly authorized
executed and delivered by Ambac Assurance and constitute legal, valid and binding
obligations of Ambac Assurance enforceable in accordance with their terms, except
to the extent that the enforceability (but not the validity) of such obligations may be
Ambac
limited by any applicable bankruptcy, insolvency, liquidation, rehabilitation or other
similar law or enactment now or hereafter enacted affecting the enforcement of
creditors' rights.
The execution and delivery by Ambac Assurance of the Policy and the Surety will
not, and the consummation of the transactions contemplated thereby ,and the
satisfaction of the terms thereof will not, conflict with or result in a breach of any of
the terms, conditions or provisions of the Certificate of Authority, Articles of
Incorporation or By-Laws of Ambac Assurance, or any restriction contained in any
contract, agreement or instrument to which Ambac Assurance is a party or by which
it is bound or constitute a default under any of the foregoing.
Proceedings legally required for the issuance of the Policy and the Surety have been
taken by Ambac Assurance and licenses, orders, consents or other authorizations or
approvals of any governmental boards or bodies legally required for the
enforceability of the Policy and the Surety have been obtained; any proceedings not
taken and any licenses, authorizations or approvals not obtained are not material to
the enforceability of the Policy or the Surety.
The statements contained in the Official Statement under the headings "SECURITY
FOR THE SERIES 2006B BONDS ~ Ambac Assurance Surety Bond" and "BOND
INSURANCE", insofar as such statements constitute summaries of the matters
referred to therein, accurately reflect and fairly present the information purported to
be shown and, insofar as such statements describe Ambac Financial Group, Inc. (the
Company ) and Ambac Assurance, fairly and accurately describe the Company
and Ambac Assurance.
The form of the Policy contained in the Official Statement under the heading
APPENDIX G - FORM OF BOND INSURANCE POLICY" is a true and
complete copy of the form ofthe Policy.
The opinions expressed herein are solely for your benefit, and may not be relied upon by
any other person.
Very truly yours
(A.
Nicholas A. Concilio
Vice President and
Assistant General Counsel
26045BE
December 21 , 2006
US. Bank National Association
633 W. Fifth Street, 24th Floor
Los. Angeles, California 90071
Re:Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499
WWW.ORRICK.COM
Ladies and Gentlemen:
In connection with the delivery of the above-referenced bonds (the "Bonds ) we have
delivered. our final legal opinion concerning the validity of the Bonds and certain other matters
dated thedate hereof and addressed to the issuer of the Bonds.
You may rely on said opinion as though the same were addressed to you, as trustee, but
solely for the benefit of, and as if you were one of, the holders of the Bonds. No attorney-:.c1ient
relationship has existed or exists between the addressees of this letter and our firm in connection
with the Bonds or by virtue of this letter.
ORRICK, HE
OHS WEST:260142793.
ON & SUTCLIFFE LLP
(',
RRICK, HERRINGTON & SUTCLIFFE UP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017-5855
tel 213-629-2020
fax 213-612-2499
WWW.ORRICK.COM
December 21 2006
Piper Jaffray & Co.
345 California Street, Suite 2200
San Francisco, California 94104
Re:Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
Ladies and Gentlemen:
In connection with the delivery of the above-referenced bonds (the "Bonds ) we have
delivered our final legal opinion concerning the validity of the Bonds and certain other matters
dated the date hereof and addressed to the issuer of the Bonds.
You may rely on said opinion as though the same were addressed to you. No attomey-
client relationship has existed or exists between the addressees of this letter and our firm in
connection with the Bonds or by virtue of this letter.
Very truly yours
GTON & SUTCLIFFE LLP
OHS WEST:260142793.
ORRICK, HERRINGTON & SUTCLIFFE LLP
777 SOUTH FIGUEROA STREET
SUITE 3200
LOS ANGELES, CA 90017.5855
tel 213.629.2020
fax 213-612-2499
'NWW.ORRICK.COM
December 21 , 2006
Ambac Assurance Corporation
One State Street Plaza
New York, New York 10004
Re:Rosemead Community Development Commission
Redevelopment Project Area No.
Tax Allocation Refunding Bonds
Series 2006B
Ladies and Gentlemen:
In connection with the delivery of the above-referenced bonds (the "Bonds ) we have
delivered our final legal opinion concerning the validity of the Bonds and certain other matters
dated the date hereof and addressed to the issuer of the Bonds.
You may rely on said opinion as though the same were addressed to you; provided
however, that we give no opinion with respect to the tax status of amounts, if any, that may be
paid to you (by subrogation or otherwise) with respect to interest paid by you to the bondholders.
No attorney-client relationship has existed or exists between the addressees of this letter and our
firm in connection with the Bonds or by virtue of this letter.
V err tru
ORRIC & SUTCLIFFE LLP
OHS WEST:260142793.
$24 230 000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
CLOSING MEMORANDUM
This memorandum summarizes the procedures to be followed in completing the issuance
of Rosemead Community Development Commission Redevelopment Project Area No.1 Tax
Allocation Refunding Bonds, Series 2006B (the "Bonds ), and the redemption of said
Commission s outstanding Tax Allocation Refunding Bonds, Series 1993A (the "Prior Bonds
Time
Pre-closing: Wednesday, December 20, 2006
Conference Room: 33-F at 2:00 p.m. (PST)
Closing: Thursday, December 21 2006
Conferenae Room: 33-F at 8:30 a.m. (PST)
Place
Orrick, Herrington & Sutcliffe LLP
777 South Figueroa Street, Suite 3200
Los Angeles, California 900 I 7
Parties:
Rosemead Community Development Commission (the "Commission
City of Rosemead (the "City
Wallin, Kress, Reisman & Kranitz LLP ("Commission Counsel"
Orrick, Herrington & Sutcliffe LLP ("Bond Counsel" and "Disclosure Counsel"
Piper Jaffray & Co. (the "Underwriter
u.S. Bank National Association (the "Trustee" and "Escrow Agent"
Dorsey & Whitney LLP ("Trustee s Counsel" and "Escrow Agent's Counsel"
Ambac Assurance Corporation ("Ambac" or "Insurer
The Arbitrage Group, Inc. (the "Verification Agent"
(PFM Asset Management, LLC, as Pricing Advisor (the "Pricing Advisor
OHS West:260121547.
Part I
PRE-CLOSIN G
EXECUTED DOCUMENTS TO BE DEPOSITED WITH BOND COUNSEL
The documents listed on the Transcript of Proceedings attached hereto and incorporated
herein by reference will be executed in advance of the Closing by the respective parties thereto
and, except as otherwise indicated, four (4) signed copies or executed counterparts of each of the
documents listed shall be deposited in escrow with Bond Counsel at the aforementioned place of
Closing not later than Tuesday, December 19, 2006. On Wednesday, December 20, 2006, at
2:00 p.m. (Pacific), a pre-Closing conference will be held to confirm that all documents are on
hand, in proper form and properly executed.
Unless otherwise specified, all documents will be dated the date of the Closing.
Responsibility for preparing, assembling or delivering the documents is indicated in
parentheticals.
Part II
CLOSING
DISTRIBUTION OF DOCUMENTS AND FUNDS
All of the documents deposited pursuant to Part I hereof and all funds deposited as
hereinafter set forth will be deemed to have been made in escrow until delivery of such
documents and funds at the Closing has been made.
At the Closing, the following steps are to be taken concurrently:I. The Underwriter will pay to the Trustee immediately available funds in the
amount of $23 383 749.04 (representing $24 230 000 aggregate principal amount of the Series
2006B Bonds, less net original issue discount of $241 714., less an underwriter s discount of
$145 380.00 and less the premium for the Policy and fee for the extension of the Surety Bond
relating to the Series 2006B Bonds in the amount of $459 156., which the Underwriter will
wire directly to Ambac).2. The Trustee will release, and the Underwriter will receive, the Series 2006B
Bonds (duly executed and authenticated) through the facilities .of The Depository Trust Company
in New York, New York by telephone.3. The Trustee will comply with the Written Request and Requisition No. I of the
Commission regarding the proceeds of the Series 2006B Bonds, the transfer and deposit of funds
relating to the Prior Bonds and related matters.
OHS West:260121547.
OHS West:260121547.
$24 230,000
ROSEMEAD COMMUNITY DEVELOPMENT COMMISSION
REDEVELOPMENT PROJECT AREA NO.
TAX ALLOCATION REFUNDING BONDS
SERIES 2006B
TRANSCRIPT OF PROCEEDINGS
AUTHORIZING DOCUMENTS
Resolution No. 2006-, entitled "Resolution of the Rosemead Community
Development Commission Authorizing the Issuance of Not to Exceed
$26 000 000 of the Commission s Redevelopment Project Area No. I Tax
Allocation Refunding Bonds, Series 2006B and the Execution and Delivery of a
Second Supplement to Indenture, a Purchase Contract, a Continuing Disclosure
Agreement and an Official Statement, and Approving the a Preliminary Official
Statement in Connection Therewith and Authorizing Related Actions" adopted on
November 14, 2006, certified by the Secretary of the Commission as of the
closing date. (Bond Counsel)
Resolution No. 2006-, entitled "Resolution of the City Council of the City of
Rosemead Approving the Issuance and Sale of Not to Exceed $26 000 000
Aggregate Principal Amount of Rosemead Community Development
Commission Redevelopment Area Project No. I , Tax Allocation Refunding
Bonds, Series 2006B" adopted on November 14, 2006, certified by the Clerk of
the City as of the closing date. (Bond Counsel)
BASIC LEGAL DOCUMENTS
Indenture, dated as of October I , 1993, by and between the Rosemead
Development Commission (the "Commission ) and State Street Bank and Trust
Company of California, N., as predecessor trustee to U:S. Bank National
Association (the "Trustee ), certified by the Secretary of the Commission as of
the closing date. (Bond Counsel)
First Supplement to Indenture, dated as of March I , 2006, by and between the
Commission and the Trustee, certified by the Secretary of the Commission as of
the closing date. (Bond Counsel)
Second Supplement to Indenture, dated as of December I , 2006, by and between
the Commission and the Trustee. (Bond Counsel)
Continuing Disclosure Agreement, dated as of December I, 2006, by and among
the Commission, the Trustee and u.S. Bank National Association, as
dissemination agent. (Disclosure Counsel)
Tax Certificate, dated December 21 , 2006, executed by the Commission. (Bond
Counsel)
DOCUMENTS RELA TIN G TO THE SALE OF THE BONDS
10.
11.
12.
13.
Ac1mowledgement of Receipt of Report of Proposed Debt Issuance from
California Debt and Investment Advisory Commission ("CDIAC"), together with
Report. (Bond Counsel)
Preliminary Official Statement, dated December 8 , 2006. (Disclosure Counsel)
Certificate Regarding Preliminary Official Statement, pursuant to Rule 15c2-12 of
the Securities and Exchange Commission. (Disclosure Counsel)
Purchase Contact, dated December 14, 2006 (the "Purchase Contract"), by and
between Piper Jaffray & Co., as underwriter (the "Underwriter ), and the
Commission. (Disclosure Counsel)
Official Statement, dated December 14 2006. (Disclosure Counsel)
Certificate of Mailing Report of Final Sale to CDIAC, together with Report.
(Bond Counsel)
DOCUMENTS RELATING TO DEFEASANCE OF THE SERIES 1993 BONDS
14.
15.
Escrow Agreement, dated as of December I , 2006, by and between the
Commission and u.S. Bank National Association, as escrow agent. (Bond
Counsel)
Verification Report, dated as of December 21 , 2006 (Verification Agent),
together with copy of the confirmation showing purchase of escrow securities.
(Escrow Agent)
CLOSING DOCUMENTS RELATING TO THE COMMISSION
16.
17.
18.
20.
21.
OHS West:260121547.
Incumbency and Signature Certificate ofthe Commission. (Bond Counsel)
Certificate of the Commission, pursuant to Section 7(c)(4) of the Purchase
Contract. (Bond Counsel)
Written Request and Requisition No. I of the Commission to the Trustee. (Bond
Counsel)
19.Certificate of Mailing of Subordination Notices. (Bond Counsel)
Certificate of Mailing Information Return for Tax-Exempt Governmental
Obligations (Form 8038-G), to the Internal Revenue Service, together with Form
8038-G. (Bond Counsel)
DTC Blanket Issuer Letter of Representations. (Bond Counsel)
CLOSING DOCUMENTS RELATING TO THE TRUSTEE
22.
23.
24.
Certificate of the Trustee, together with excerpts from the Bylaws and
Incumbency Certificate, pursuant to Section 7(c)(5) of the Purchase Contract.
(Bond Counsel/Trustee)
Receipt for Purchase Price. (Bond Counsel)
Specimen Bonds. (Bond Counsel)
CLOSING DOCUMENTS RELATING TO THE UNDERWRITER
25.Receipt and Certificate of Underwriter. (Bond Counsel)
CLOSING DOCUMENTS RELATING TO THE INSURER
26.
27.
28.
Rating Letters of Standard & Poor s Ratings Services, pursuant to Section
7(c)(13) of the Purchase Contract. (Ambac)
Specimen Financial Guaranty Insurance Policy No. 26045BE issued by Ambac
Assurance Corporation ("Ambac ) pursuant to Section 7(c)(12) of the Purchase
Contract. (Ambac)
Certificate of Ambac, pursuant to Section 7(c)(12) of the Purchase Contract.
(Ambac)
CLOSING DOCUMENTS RELATING TO THE SURETY BOND
29.
30.
31.
32.
33.
Surety Bond No. SB2229BE, dated March 9, 2006, issued by Ambac.
Endorsement to Surety Bond No. SB2229BE, issued by Arnbac. (Ambac)
Guaranty Agreement, dated as of March 9 2006, by and between the Commission
and Arnbac.
Amendment to Guaranty Agreement, dated as of December 21, 2006, by and
between the Commission and Ambac. (Ambac)
Certificate of Ambac, pursuant to Section 7(c)(12) of the Purchase Contract.
(Ambac)
LEGAL OPINIONS
34.
35.
OHS West:260121547.
Final Opinion of Orrick, Herrington & Sutcliffe LLP, as Bond Counsel, pursuant
to Section 7(c)(1) of the Purchase Contract.
Disclosure Counsel Opinions of Orrick, Herrington & Sutcliffe LLP, pursuant to
Section 7(c)(2) ofthe Purchase Contract.
38.
39.
40.
41.
42.
36.Defeasance Opinion of Orrick, Herrington & Sutcliffe LLP.
37.Opinion of Wallin, Kress, Reisman & Kranitz LLP, as Counsel to the
Commission, pursuant to Section 7(c)(3) of the Purchase Contract.
Opinion of Dorsey & Whitney LLP, as Trustee s Counsel and Escrow Agent'
Counsel, pursuant to Section 7(c)(15) of the Purchase Contract.
Opinion of Insurer s Counsel, pursuant to Section 7(c)(12) of the Purchase
Contract.
Reliance Letter of Orrick, Herrington & Sutcliffe LLP to the Trustee.
Reliance Letter of Orrick, Herrington & Sutcliffe LLP to the Underwriter.
. Reliance Letter of Orrick, Herrington & Sutcliffe LLP to the Insurer.
MISCELLANEOUS
43.
44.
OHS West:260121547.
Closing Memorandum.
Interested Parties List.
PiperJaffra~345 California St, Suite 2200, San Francisco, CA 94104
Tel: 415-984-5161 I Tel: 415-984-3600 I Fax: 415-984-51~9
Piper Jaffray & Co. Since 1895. Member SIPC and NYSE.
Rosemead Community Development Commission
Tax Allocation Refunding Bonds, Series 2006B
Interested Parties List
December 27, 2006
ISSUER
ROSEMEAD COMMUNITY DVPMT. Co MM.
8838 E. Valley Blvd.
Rosemead, CA 91770
Andrew Lazzaretto, City Manager
Tel: (626) 569-2101; Fax: (626) 307-9218
E,-Mail: alazzaretto~cityofrosemead.org
Brian Saeki, Redevelopment Manager
Tel: (626) 569-2157; Fax: (626) 307-9218
Mail: bsaeki~cityofrosemead.org
Oliver Chi, Deputy City Manager
Tel: (626) 569-2106; Fax: (626) 307-9218
Mail: ochi~cityofrosemead.org
BOND / DISCLOSURE COUNSEL
ORRICK, HERRINGTON & SUTCLIFFE
777 South Figueroa St., Ste. 3200
Los Angeles, CA 90017
William Bothwell, Esq.
Tel: (213) 612-2403; Fax: (213) 612-2499
Mail: wbothwell~orrick.com
Kevin Hale, Esq.
Tel: (213) 612-2356; Fax: (213) 612-2499
Mail: khale~orrick.com
Winnie Tsien, Esq.
Tel: (213) 612-2336; Fax: (213) 612-2499
Mail: wtsien~orrick.com
Laura Gao, Project Manager
Tel: (213) 612-2131; Fax: (213) 612-2499
Mail: 19ao~orrick.com
COMMISSION COUNSEL
WALLIN, KRESS, REISMAN & KRANITZ
2800 28th Street, Ste. 315
Santa Monica, CA 90405
Peter Wallin, Esq.
Tel: (310) 450-9582 ext 214; Fax: 450-0506
Mail: pwallin~wkrklaw.com
UNDERWRITER
PIPER J AFFRAY
345 California Street, 22nd Floor
San Francisco, CA 94104
Mark Curran, Managing Director
Tel: (415) 984-5139; Fax: (415) 984-5159
Mail: mark.a.curran~pjc.com
Steven Gortler, Asst. Vice President
Tel: (415) 984-5163; Fax: (415) 984-5159
Mail: steven.gortler~pjc.com
Matt Challis, Vice President
Tel: (415) 984-5162; (415) 984-5159
Mail: matthew.challis~pjc.com
Mia Thompson, Project Manager
Tel: (415) 984-5137; Fax: (415) 984-5159
Mail: thompson~pjc.com
BOND INSURER
AMBAC
One State Street Plaza, 17th Fl
New York, NY 10004
Ted Molin
Tel: (212) 208-3361; Fax: (212) 208-3378
Mail: tmolin~ambac.com
Nick Concilio
Tel: (212) 208-3344; Fax: (212) 208-3384
Mail: Nconcilio~ambac.com
Yolanda Ortiz
Tel: (212) 208-3553; Fax: (212) 208-3442
Mail: Y ortiz~ambac.com
RATING AGENCY
STANDARD & POOR
55 Water Street
New York, NY 10041
David Hitchcock
Tel: (212) 438-2022; Fax: (212) 438-2131
Mail: david hitchcock~sandp.com
PRICING ADVISOR
PUBLIC FINANCIAL MANAGEMENT
660 Newport Center Drive, Ste. 750
Newport Beach, CA 92660
Keith Curry, Managing Director
Tel: (949) 721-9422; Fax: (949) 721-9437
Mail: curryk~pfm.com
ESCROW VERIFICATION AGENT
THE ARBITRAGE GROUP
14040 Red Elephant Lane
Buh!, Alabama 35446
Russell Moore, Partner
Tel: (205) 330-8211; Fax: (205) 330-8212
Mail: rmoore~thearbih.agegroup.com
TRUSTEE/EsCROW AGENT
S~ BANK
633 West Fifth Street, 24th Floor
Los Angeles, CA 90071
Bradley Scarbrough, Vice President
Tel: (213) 615-6047; Fax: (213) 615-6197
Mail:
bradley .scarbrough~usbank.com
TRUSTEE COUNSEL
DORSEY & WHITNEY
38 Technology Drive
Irvine, CA 92618
Dennis Wong; Esq.
Tel: (949) 932-3659; Fax: (949) 932-3601
Mail: wong.dennis~dorsey.com
DSR GIC PROVIDER
AEGON INSTITUTIONAL MARKETS, INc.
400 West Market Street
Louisville, KY 40202
Juan Carlos Hurtado
Tel: (502) 560-2932; Fax: (502) 560-4344
Mail: jhurtado~aegonusa.com
Mail: imdspread~aegonusa.com
PRINTER
ELABRA
480 Gate 5 Road, Ste. 130
Sausalito, CA 94965
Tim Kelly
Tel: (415) 289-5000; Fax: (415) 289-5001
Mail: service~elabra.com