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HomeMy WebLinkAboutMINUTES - 09271994 - 1.66 �• to� - Contra Costa TO: BOARD OF SUPERVISORS Co - ^u r U ntya FROM: Harvey E. Bragdon Director of Community Development DATE: September 27, 1994 SUBJECT: County of Contra Costa Multifamily Mortgage Revenue Bonds, 1984 Issue A (Contra Loma Apartments) SPECIFIC REQUEST(S) OR RECOMMENDATIONS(S) & BACKGROUND AND JUSTIFICATION RECOMMENDATIONS ADOPT resolution authorizing the defeasance of the County of Contra Costa Multifamily Mortgage Revenue Bonds (1 st Nationwide Savings Program), 1984 Issue A (Contra Loma Apartments, Antioch), and actions related thereto. FISCAL IMPACT No General Funds are involved. BACKGROUND/REASONS FOR RECOMMENDATIONS In 1984 the County sold multifamily mortgage revenue bonds to finance the construction of the Contra Loma Apartments in Antioch. The multifamily bonds sold are secured by a Letter of Credit issued by 1st Nationwide Bank. 1st Nationwide Bank is selling substantially all of its assets and, in connection with the sale of its assets, is winding down its banking business. The bond documents permit the Letter of Credit to be returned and released if the bonds are defeased. The contemplated action would result in an escrow fund being established to substitute for the Letter of Credit. CONTINUED ON ATTACHMENT: XX YES SIGNATURE: Com ✓ RECOMMENDATION OF COUNTY ADMINISTRATOR C MMENDATIO OF BOARD COMMITTEE APPROVE OTHER SIGNATURE(S): ACTION OF BOARD ON September 27 , 1994 APPROVED AS RECOMMENDED x OTHER IT IS BY THE BOARD ORDERED that _.Resolution No. 94/464 is ADOPTED. VOTE OF SUPERVISORS I HEREBY CERTIFY THAT THIS IS A x UNANIMOUS (ABSENT I ) TRUE AND CORRECT COPY OF AN AYES: NOES: ACTION TAKEN AND ENTERED ON THE ABSENT: ABSTAIN: MINUTES OF THE BOARD OF SUPERVISORS ON THE DATE SHOWN. Source: James Kennedy 646-4208 Orig: Community Development cc: County Administrator ATTESTED September 27, 1994 County Counsel PHIL BATCHELOR, CLERK OF Auditor-Controller THE BOARD OF SUPERVISORS AND COUN ADMI STRATOR BY , DEPUTY JK:Ih _(] sra15tontlomabos Y COUNTY OF CONTRA COSTA RESOLUTION NO. 94/464 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE DEFEASANCE OF THE COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS (FIRST NATIONWIDE SAVINGS PROGRAM) 1984 ISSUE A, THE EXECUTION OF A SUPPLEMENTAL INDENTURE PURSUANT TO WHICH SUCH BONDS WERE ISSUED, APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AND TRUST AGREEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the County of Contra Costa, California (the "County") , pursuant to that certain Indenture, dated as of November 1, 1984 (the "Indenture") , previously issued its Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1984 Issue A (the "Bonds") ; WHEREAS, the Bonds are secured by a letter of credit (the "Letter of Credit") issued by First Nationwide Bank, A Federal Savings Bank ("First Nationwide") ; WHEREAS, First Nationwide is selling substantially all of its assets, and in connection with such sale is winding down its banking business; WHEREAS, as part of such transaction, First Nationwide desires to terminate and extinguish its obligations under the Letter of Credit; WHEREAS, pursuant to the Indenture, the Letter of Credit may be returned and released if the Bonds are defeased; WHEREAS, in order to effect such defeasance, First Nationwide proposes to deposit, on behalf of the County, with the trustee for the Bonds (the "Trustee") funds and securities of the type and in the amount required to effect a defeasance in accordance with the Indenture, all pursuant to an Escrow Deposit and Trust Agreement to be dated as of September 1, 1994 (the "Escrow Deposit and Trust Agreement") , the form of which has been presented to this meeting; WHEREAS, in connection with such defeasance certain amendments are required to the Indenture, which amendments are contained in the First Supplemental Indenture, to be dated as of September 1, 1994 (the "First Supplemental Indenture") , the form of which has been presented at this meeting; SM35153.1 94/464 NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County, as follows: 1. The following documents be and are hereby approved, and the proper officers of the County, including the Chair, Vice- Chair, Deputy Director-Redevelopment, and County Administrator and Clerk of the Board of Supervisors are, and each of them is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the County Administrator and Clerk of the Board of Supervisors or any deputy thereof is hereby authorized and directed to attest to such official's signature: (a) the First Supplemental Indenture; and (b) the Escrow Deposit and Trust Agreement. 2. The Chair, Vice-Chair, Deputy Director-Redevelopment or the County Administrator and Clerk of the Board of Supervisors, and all other appropriate officials of the County are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the defeasance of the Bonds herein authorized. 3 . This Resolution shall take effect upon its adoption. ADOPTED this 27th day of September 1994, by the following vote: AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSTAINING: None ABSENT: Supervisor Powers Chair of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors O 0 By: a Deputy SF2-35153.1 QAIAAA t EXECUTION COPY ESCROW DEPOSIT AND TRUST AGREEMENT by and among the COUNTY OF CONTRA COSTA and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee and FIRST NATIONWIDE BANK, A FEDERAL SAVINGS BANK Dated as of September 1, 1994 Relating to the County of Contra Costa Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1984 Issue A SF2-35156.1 ESCROW DEPOSIT AND TRUST AGREEMENT This ESCROW DEPOSIT AND TRUST AGREEMENT is made and entered into as of the 1st day of September, 1994, by and among the COUNTY OF CONTRA COSTA, a public body, corporate and politic duly organized and existing under the laws of the State of California (the "Issuer" ) , FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, a national banking association duly organized and existing under the laws of the United States of America (the "Trustee") , and FIRST NATIONWIDE BANK, A FEDERAL SAVINGS BANK, organized under the laws of the United States of America ( "First Nationwide") ; W I T N E S S E T H: WHEREAS, the Issuer and the Trustee have entered into that certain Indenture, dated as of November 1, 1984, as amended and supplemented by a First Supplemental Indenture dated of even date herewith (collectively, the "Indenture") , providing for the issuance of the County of Contra Costa Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1984 Issue A (the "Bonds") ; WHEREAS, the Bonds are secured by a letter of credit (the "Letter of Credit") issued by First Nationwide; WHEREAS, First Nationwide is selling substantially all of its assets, and in connection with such sale is winding down its banking business; WHEREAS, as part of such transaction, First Nationwide desires to terminate and extinguish its obligations under the Letter of Credit; WHEREAS, pursuant to the Indenture, the Letter of Credit may be returned and released if the Bonds are defeased; WHEREAS, in order to effect such defeasance, First Nationwide proposes, pursuant to this Escrow Deposit and Trust Agreement, to deposit with the Trustee, on behalf of the Issuer, funds in the amount required to effect a defeasance pursuant to the Indenture; WHEREAS, such funds may be returned to First Nationwide in the event that First Nationwide, the Issuer or another party provides for defeasance securities meeting the requirements hereof and of the Indenture; WHEREAS, the Trustee has full powers to act with respect to the irrevocable escrow and trust created herein and to perform the duties and obligations to be undertaken pursuant to this Escrow Deposit and Trust Agreement. SF2-35156.1 1 NOW, THEREFORE, in consideration of the above premises and of the mutual promises and covenants herein contained and for other valuable consideration, the parties hereto do hereby agree as follows: Section 1. Appointment of Trustee. The Issuer hereby appoints the Trustee as escrow bank for all purposes of this Escrow Deposit and Trust Agreement and in accordance with the terms and provisions of this Escrow Deposit and Trust Agreement, and the Trustee hereby accepts such appointment. Section 2 . Establishment of Escrow Fund. There is hereby created by the Issuer with, and to be held by, the Trustee, as security for the payment of the Bonds to and including November 1, 1994, an irrevocable escrow to be maintained in trust by the Trustee on behalf of the Issuer and for the benefit of the owners of the Bonds, said escrow to be designated the "Escrow Fund. " All moneys deposited in the Escrow Fund shall be held as a special fund for the payment of the principal and interest due with respect to the Bonds in accordance with the provisions of the Indenture. If at any time the Trustee shall receive actual knowledge that the moneys in the Escrow Fund will not be sufficient to make any payment required by Section 5 hereof, the Trustee shall notify First Nationwide of such fact and First Nationwide shall immediately cure such deficiency. Section 3 . Deposit into Escrow Fund: Investment of Amounts. First Nationwide shall cause to be transferred to the Trustee for deposit into the Escrow Fund the amount of $ which shall be held in cash and applied by the Trustee to the first debt service payment on the Bonds following the date hereof. Upon delivery of the amount stated above, the Trustee shall return the Letter of Credit to First Nationwide for cancellation. The Trustee shall not be liable or responsible for any loss resulting from any reinvestment made pursuant to this Escrow Deposit and Trust Agreement and in full compliance with the provisions hereof. Section 4 . Instructions as to Application of Deposit. The Issuer hereby irrevocably directs and instructs the Trustee to apply the cash on deposit in the Escrow Fund to pay all of the principal and interest due with respect to the Bonds, and premiums, if any, as the same shall become due and payable, to and including November 1, 1994 in accordance with the Indenture. The Issuer hereby instructs the Trustee, and the Trustee hereby agrees to give any required notice of such defeasance deposit and redemption, if applicable, as required by the Indenture. Section 5 . Assignment: Successor or Assigns. First Nationwide may at any time assign to one or more banks or other institutions (an "Assignee") all, or a proportionate part of all, of its rights and obligations under this Agreement, and such Assignee shall assume such rights and obligations, pursuant to an SF2-35156.1 2 instrument executed by such Assignee and First Nationwide. Upon execution and delivery of such instrument and payment by such Assignee to First Nationwide of an amount, if any, equal to the purchase price agreed between First Nationwide and such Assignee, such Assignee shall become a party to this Agreement and shall have all the rights and obligations of First Nationwide as set forth in such instrument of assumption, and First Nationwide shall be released from its obligations hereunder to a corresponding extent. Each of the other parties to this Agreement shall execute such amendments to this Agreement as First Nationwide may reasonably request to effect any assignment permitted by this Section. Section 6 . Application of Certain Terms of the Indenture. All of the terms of the Indenture relating to the making of payments of principal and interest with respect to the Bonds, and the redemption thereof, are incorporated in this Escrow Deposit and Trust Agreement as if set forth in full herein. The provisions of the Indenture relating to the limitations from liability and protections afforded the Trustee and the resignation and removal of the Trustee are also incorporated in this Escrow Deposit and Trust Agreement as if set forth in full herein and shall be the procedure to be followed with respect to any resignation or removal of the Trustee hereunder. Section 7. Compensation to Trustee. First Nationwide shall pay the Trustee full compensation for its duties under this Escrow Deposit and Trust Agreement, including out-of-pocket costs such as publication costs, legal fees and other costs and expenses relating hereto and, in addition, fees, costs and expenses relating to the purchase of any securities meeting the requirements of the Indenture for escrows established for the defeasance of the Bonds after the date hereof. Under no circumstances shall amounts deposited in the Escrow Fund be deemed to be available for said purposes. Section 8 . Liabilities and Obligations of Trustee. The Trustee shall have no obligation to make any payment or disbursement of any type or incur any financial liability in the performance of its duties under this Escrow Deposit and Trust Agreement unless First Nationwide shall have deposited sufficient funds with the Trustee. The Trustee may rely and shall be protected in acting upon the written instructions of First Nationwide or its agents relating to any matter or action as Trustee under this Escrow Deposit and Trust Agreement. The Trustee undertakes such duties as specifically set forth herein and no implied duties or obligations shall be read into this Escrow Deposit and Trust Agreement against the Trustee. First Nationwide hereby assumes liability for, and hereby agrees (whether or not any of the transactions contemplated hereby are consummated) to indemnify, protect, save and hold harmless the Issuer and the Trustee and their respective successors, assigns, agents, officers and servants from and SF2-35156.1 3 against any and all liabilities, obligations, losses, damages, penalties, claims, actions, suits, costs, expenses and disbursements (including legal fees and disbursements) of whatsoever kind and nature which may be imposed on, incurred by, or asserted against, at any time, the Trustee or the Issuer (whether or not also indemnified against by any other person under any other agreement or instrument) and in any way relating to or arising out of the execution and delivery of this Escrow Deposit and Trust Agreement, the establishment of the Escrow Fund, the retention of the moneys therein and any payment, transfer or other application of moneys or securities by the Trustee in accordance with the provisions of this Escrow Deposit and Trust Agreement; provided, however, that First Nationwide shall not be required to indemnify the Trustee or the Issuer against its own negligence or misconduct. The indemnities contained in this Section 11 shall survive the termination of this Escrow Deposit and Trust Agreement. Section 9 . Amendment. This Escrow Deposit and Trust Agreement may be modified or amended at any time by a supplemental agreement in regard to questions arising hereunder as the parties hereto may deem necessary or desirable and which, in the opinion of Bond Counsel, shall not materially adversely affect the interests of the owners of the Bonds, and that such amendment will not cause interest on the Bonds to become subject to federal income taxation. Section 10 . Termination; Unclaimed Money. This Escrow Deposit and Trust Agreement shall terminate when the principal of and interest on the Bonds have been paid; provided, however, that (i) money held by the Trustee pursuant to this Escrow Agreement for the payment and discharge of any of the Bonds (which shall not be payable as to interest from and after the date of maturity) which remain unclaimed for two (2) years after such payments were due, shall be repaid by the Trustee to First Nationwide free from the trust created by the Indenture and this Escrow Deposit and Trust Agreement, and the Trustee shall thereupon be released and discharged with respect thereto and hereto and all liability of the Trustee with respect to such money shall thereupon cease and (ii) excess moneys held by the Trustee not needed for the payment and discharge of the Bonds shall be transferred to First Nationwide. Section 11. Severability. If -any section, paragraph, sentence, clause or provision of this Escrow Deposit and Trust 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 Escrow Deposit and Trust Agreement. Section 12 . Notice. Any notice to or demand upon the Trustee may be served and presented, and such demand may be made, at the principal corporate trust office of the Trustee as specified by the Trustee in accordance with the provisions of the SF2-35156.1 4 Indenture or by physical delivery with confirmation of receipt or by confirmed telecopy. Any notice to or demand upon the Issuer shall be deemed to have been sufficiently given or served for all purposes by being mailed by first class mail, and deposited, postage prepaid, in a post office letter box, addressed to such party as provided in the Indenture (or such other address as may have been filed in writing by the Issuer with the Trustee) . Any notice to or demand upon First Nationwide may be served and presented, and such demand may be made, at 135 Main Street, San Francisco, California 94111, ATTENTION: Commercial Real Estate Management by physical delivery with confirmation of receipt or by confirmed telecopy. Section 13 . Merger or Consolidation of Trustee. Any company into which the Trustee may be merged or converted or with which 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 Trustee may sell or transfer all or substantially all of its corporate trust business, provided such company shall be eligible to act as Trustee under the Indenture, shall be the successor hereunder to the Trustee without the execution or filing of any paper or any further act. (Remainder of page intentionally left blank] SF2-35156.1 5 IN WITNESS WHEREOF, First Nationwide, the Issuer and the Trustee have each caused this Escrow Deposit and Trust Agreement to be executed by their duly authorized officers all as of the date first above written. COUNTY OF CONTRA COSTA By Chair of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors By: Deputy FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee By Authorized Signatory FIRST NATIONWIDE BANK, A FEDERAL SAVINGS BANK By Title: SF2-35156.1 6 C EXECUTION COPY FIRST SUPPLEMENTAL INDENTURE by and between the COUNTY OF CONTRA COSTA and FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee Dated as of September 1, 1994 Relating to the COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS (FIRST NATIONWIDE SAVINGS PROGRAM) 1984 SERIES A SF2-35155.1 FIRST SUPPLEMENTAL INDENTURE THIS FIRST SUPPLEMENTAL INDENTURE, dated as of September 1, 1994 (this "First Supplemental Indenture") , by and between the County of Contra Costa, a public body corporate and politic duly organized and validly existing under the laws of the State of California (the "County") , and First Trust of California, National Association, a national banking association duly organized and validly existing under the laws of the United States of America, as successor trustee (the "Trustee") under the Indenture (as herein defined) ; WITNESSETH: WHEREAS, pursuant to Chapter 7 of Part 5 of Division 31 of the Health and Safety Code of the State of California_, the County has previously issued its Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1984 Series A (the "Bonds") and has made a loan of the proceeds of the Bonds to Contra Loma Associates for the purposes of financing a multifamily residential housing facility located in the County; and WHEREAS, the Bonds were issued under an Indenture, dated as of November 1, 1984 (the "Indenture") , by and between the County and the Trustee, and are, in part, secured by a letter of credit (the "Letter of Credit") issued by First Nationwide Bank, A Federal Savings Bank, formerly known as First Nationwide Savings, A Federal Savings and Loan Association (the "Credit Institution") ; and WHEREAS, the Credit Institution is selling substantially all of its assets and, in connection with such sale, desires to arrange for the termination and extinguishment of its obligations under the Letter of Credit; and WHEREAS, in order to permit such termination and extinguishment, the Credit Institution has agreed to deposit with the Trustee amounts sufficient to effect the defeasance of the Bonds to November 1, 1994 (the "Maturity Date") ; and WHEREAS, in connection with the defeasance, certain amendments to the Indenture are necessary; and WHEREAS, Section 9 . 01 (B) of the Indenture provides that the Indenture may be modified or amended without the consent of any Bondholders in order to make such provisions for the purpose of curing any ambiguity, inconsistency or omission, or of curing or correcting any defective provision, contained in the Indenture or in regard to matters or questions arising under the Indenture as the County may deem necessary or desirable and not inconsistent with the Indenture, and which shall not materially adversely affect the interests of the Holders of the Bonds; and SF2-35155.1 WHEREAS, capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Indenture; NOW, THEREFORE, in consideration of the above premises and of the mutual covenants hereinafter contained and for other good and valuable consideration, the parties hereto agree as follows: Section 1. Amendment to Defeasance Provisions. Section 10 . 02 of the Indenture is hereby amended to add a new last paragraph to read as follows. "Anything in this Indenture to the contrary notwithstanding, if the Bonds are defeased as a result of First Nationwide, at its sole cost and expense, depositing with the Trustee securities meeting the defeasance requirements of this Indenture, all moneys, promissory notes or securities or other property or rights held by the Trustee or the County which are not required for the payment or redemption of the Bonds (including, without limitation, the project loan made by the County with proceeds of the Bonds, and all rights of County and Trustee thereunder, but excluding any rights of indemnification provided to the County or the Trustee pursuant to this Indenture and the Bond Loan Addenda to the Project Note, and the rights of the County contained in the Regulatory Agreement) shall be transferred and assigned to First Nationwide. None of the Owner' s liabilities with respect to the documentation relating to the Bonds, whether under security agreements, deeds of trusts, promissory notes, mortgages, regulatory agreements or otherwise, will be extinguished or terminated by such defeasance, which is being effected solely to allow First Nationwide to terminate the Letter of Credit, but such rights and property shall be retained by the Trustee, or the County, or assigned, by the Trustee or the County without the necessity of any further assignment or documentation, to First Nationwide (or its successors and assigns) , as applicable. " Section 2. Amendment With Respect To Seasoned Funds. Section 10 . 03 of the Indenture is hereby amended to add a new last paragraph to read as follows: "Anything in this Section 10 . 03 to the contrary notwithstanding, if the Bonds are defeased as a result of First Nationwide, at its sole cost and expense, depositing with the Trustee securities meeting the defeasance requirements of this Indenture, such securities need not be held by the Trustee for any period of time without notice of a bankruptcy filing as stated in this Section 10 . 03 if an opinion of counsel is delivered to the effect that such securities constitute "Seasoned Funds. " "Seasoned Funds" shall mean amounts for which the Trustee has received, at the time such amounts are deposited with the Trustee, an opinion of nationally-recognized counsel experienced in sF2-35155.1 2 bankruptcy matters to the effect that the use of such amounts, including investment earnings thereon, to make payments on the Bonds would not be voidable as preferential payments or recoverable under the United States Bankruptcy Code should the County, the Borrower or any general partner, or any general partner of a general partner or guarantor of the Borrower, become a debtor in proceedings commenced thereunder. In addition, the Trustee shall give any required notices of redemption, notwithstanding any other provision of the Indenture requiring that such securities and moneys need to be held for a specified period of time prior to the giving of such notices. " Section 3 . Express Amendment. Except as otherwise specifically provided herein, the Indenture shall continue in full force and effect. SF2-35155.1 3 IN WITNESS WHEREOF, the County and the Trustee have caused this First Supplemental Indenture to be executed by their duly authorizers officers as of the date first above written. COUNTY OF CONTRA COSTA BY Chair of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors By: Deputy FIRST TRUST OF CALIFORNIA, NATIONAL ASSOCIATION, as Trustee By Authorized Signatory CONSENTED TO AND ACKNOWLEDGED: FIRST NATIONWIDE BANK, A FEDERAL SAVINGS BANK, as Credit Institution By Title: SF2-35155.1 4 COUNTY OF CONTRA COSTA RESOLUTION NO. 94/464 RESOLUTION APPROVING, AUTHORIZING AND DIRECTING THE DEFEASANCE OF THE COUNTY OF CONTRA COSTA MULTIFAMILY MORTGAGE REVENUE BONDS (FIRST NATIONWIDE SAVINGS PROGRAM) 1984 ISSUE A, THE EXECUTION OF A SUPPLEMENTAL INDENTURE PURSUANT TO WHICH SUCH BONDS WERE ISSUED, APPROVING THE FORM AND AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT AND TRUST AGREEMENT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the County of Contra Costa, California (the "County") , pursuant to that certain Indenture, dated as of November 1, 1984 (the "Indenture") , previously issued its Multifamily Mortgage Revenue Bonds (First Nationwide Savings Program) 1984 Issue A (the "Bonds") ; WHEREAS, the Bonds are secured by a letter of credit (the "Letter of Credit") issued by First Nationwide Bank, A Federal Savings Bank ("First Nationwide") ; WHEREAS, First Nationwide is selling substantially all of its assets, and in connection with such sale is winding down its banking business; WHEREAS, as part of such transaction, First Nationwide desires to terminate and extinguish its obligations under the Letter of Credit; WHEREAS, pursuant to the Indenture, the Letter of Credit may be returned and released if the Bonds are defeased; WHEREAS, in order to effect such defeasance, First Nationwide proposes to deposit, on behalf of the County, with the trustee for the Bonds (the "Trustee") funds and securities of the type and in the amount required to effect a defeasance in accordance with the Indenture, all pursuant to an Escrow Deposit and Trust Agreement to be dated as of September 1, 1994 (the "Escrow Deposit and Trust Agreement") , the form of which has been presented to this meeting; WHEREAS, in connection with such defeasance certain amendments are required to the Indenture, which amendments are contained in the First Supplemental Indenture, to be dated as of September 1, 1994 (the "First Supplemental Indenture") , the form of which has been presented at this meeting; SF2-35153.1 94/464 NOW, THEREFORE, BE IT RESOLVED by the Board of Supervisors of the County, as follows: 1. The following documents be and are hereby approved, and the proper officers of the County, including the Chair, Vice- Chair, Deputy Director-Redevelopment, and County Administrator and Clerk of the Board of Supervisors are, and each of them is hereby authorized and directed to execute said documents, with such changes, insertions and omissions as may be approved by such official, and the County Administrator and Clerk of the Board of Supervisors or any deputy thereof is hereby authorized and directed to attest to such official's signature: (a) the First Supplemental Indenture; and (b) the Escrow Deposit and Trust Agreement. 2 . The Chair, Vice-Chair, Deputy Director-Redevelopment or the County Administrator and Clerk of the Board of Supervisors, and all other appropriate officials of the County are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution and the defeasance of the Bonds herein authorized. 3 . This Resolution shall take effect upon its adoption. ADOPTED this 27th day of September 1994, by the following vote: AYES: Supervisors Smith, DeSaulnier, Torlakson and Bishop NOES: None ABSTAINING: None ABSENT: Supervisor Powers ` hair of the Board of Supervisors ATTEST: Phil Batchelor, County Administrator and Clerk of the Board of Supervisors By: Deputy SF2-35153.1 94/464