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84R-442 r--. ..-." CITY OF AN~EIM RES~LUTION NO. 84R-442 ~ RESOLUTION OF THE CALIFORNIA APPROVI CERTAIN REVOLVING OF ANAHEIM AND SAVINGS ASSOCIATI AMENDED), AND MIEN NO. 83R-168 0 SUP , TY COUi.. IL OF THE CITY OF ANAHEIM, : THE FO. OF AMENDMENT NO. 2 TO THAT EDIT AG EMENT BY AND BE'lWEEN CITY K OF A ERICA NATIONAL TRUST AND DATED ~UNE 1, 1983 (AS HERETOFORE ~.'NG CERT IN PROVISIONS OF RESOLUTION 'THE CIT COUNCIL (AS HERETOFORE :EMENTED lAND AMENDED). I WHEREAS, the lea ty couf. cil of the City of Anaheim (the "City") at its meeting;.'n April 7,1983, adopted a ResOlution, des- ignated as Resolution ,'. 83R-17" approving the form of a Revolving Credit Agreement and a :horizing! the execution and delivery thereof; and !' WHEREAS, the ]~ty Counfil of the City at its meeting on August 28, 1984, a~oPfe... d a Res~... lution, designated as Resolution No. 84R-332, approv1ng ~he form Jof an Amendment No. 1 to Revolving Credit Agreement and a horizing: the execution and delivery thereof; and ! WHEREAS, the Savings Association (t Revolving Credit Agree Revolving Credit Agre "Revolving Credit Agre ity and aank of America National Trust and i, "Bank")! have heretofore entered into the nt dated! June 1, 1983 and Amendment No. 1 to .nt dated September 19, 1984 (together, the ent"); 4nd , WHEREAS, the tity Coun~il has determined that it is neces- sary and desirable tha ..' ... the Cityi Council approve the form and autho- rize execution and deli,ry of ~ Amendment No.2 to Revolving Credit Agreement to be datede date ~f delivery thereof; and , WHEREAS, the 1ity Coun~il at its meeting on April 27, 1983 adopted a Reso1ution,esignate4as Resolution No. 83 R-168 , relating to the issuance of Ele tric Rev~nue Anticipation Notes of the City; ~d ,. . "......\ ,f' \ WHEREAS, the 5ity Council at its meeting on May 24, 1983 adopted a Resolution, ~$ignated,as Resolution No. 83R-210, amending and suppl emen ti ng sai d I Resol ut i (m No. 83 R-16 8; and WHEREAS, the I Ci ty COijncil, at its meeting on August 28, 1984, adopted a Reso1uiion, des i.. gnated as Resolution No. 84R-334, supplementing, said Rest~ution Nb. 83R-168; and WHEREAS, saidlResolutibn No. 83R"';168, as so supplemented and amended, is hereinl referredl to as the "Resolution"; and WHEREAS, it i~'.. in the Pest interest of the City to further suppl ement and amend .. e Resol~'. tion in certain respects and this Resolution No. 84R- 442, is supplemental to the Resolution. III I , n ,r' ~ NOW, THEREFOR_~. THE CI~. Y COUNCIL OF THE CITY OF ANAHEIM DOES HEREBY RESOLVE, DEjP:1ERMINE ~D ORDER AS FOLLai S: I p~ SECTION 1. T form, ~erms and provisions of Amendment No. 2 to Revolving Cre"t Agree~ent, in substantially the form sub- mi tted to this meeting, are herby approved and adopted as part of this Resolution. The , r of th City and the City Clerk are hereby authorized and directe ,to, res ctively, execute and deliver and attest and seal said . ndment o. 2 in substantially the form sub- mitted to this meeting ith such phanges, insertions and omissions as the Mayor may approve, i$uch appr~val to be conclusively evidenced by his execution of such endment.i , SEC1'IOB 2. I i Amendm~nt No.2 to Revolving Credit Agreement the Bank wil agree tp the amendments of the Revolving Credi t Agreement cont' ~ned in isaid Amendment. The City Council hereby finds, determin . and deilares that said Amendment when exe- cuted and delivered wil .. not adve sely affect the rights of the hold- ers of any of the City'~ outstading Electric Revenue Anticipation Notes who have not con 'nted to !said Amendment. I SECTIOB 3. T~~ third. .WHEREAS" clause of Resol ution No. 83R-168 is hereby ,.-ended tq read, in its entirety, as follows: WHEREAS, it i~.deemed ~o be in the best interest of the city to adoPt. this Re~..olution No. 83R-168 (as so adopted on April 2 '. 1983, .his "Resolution"): SECTIO. 4. S~.~tion 6 4f Resolution No. 83R-168 is hereby amended to read, in it~ entiret~, as follows: I . Section 6. I,,~ffir.atlion of Representations aDd Warranties , ...-... The represen .tions 4nd warranties made in this Resol ution are mad:. solely c)n the basis of the law, facts and circumstances*isting ~n the effective date of this Resol ution No. 83 ~8. EaC~ issuance of Notes by the City shall constitute ' affirma~ion on the part of the City that the representtions ancJ warranties of the City con- tained in this Re' olution ~ere true and correct in all material respects ~ the effective date .of this Resolution No ~ 83 R-16 8, unl es pr ior to the iss uance of such Notes the City shall have re eived an opinion of Bond Counsel that the failure of the:City to ~o affirm such representations and warranties wiIP.. not ma~erially adversely affect the authorization of f.'he City to issue such Notes. Such affirmation shall .:. eViden~., d by the executic:>n and mailing to Bond Counsel 0 the datie of each such 1ssuance of a +2- Ii I m r- -... ~ certificate signed J...... fl., the AUI.,thorized Person, sU.bstantiallY in the form of Exhi,it A hereto. Copies of such certifi- cate shall also be ~iled onj such day to the dealer under the Dealer Bank Ag ,eement a$d to the Issuing and Paying Agent. ' SECTION s. Se~tion 8 o~ Resolution No. 83R-168 is hereqy amended to read, in itsl entiretyl, as follows: . I Section 8. ~nts of qefau1t and Re~ies. If one or mor~i of the".. following events of default shall occur and be fbntinuin~: (a) a defaul t~: :in the ~e and punctual payment of the principal of or int '. i.rest onia.. ny Note when and as the same shall become due an,! payablel; or , . (b) any repre~.. ntatio1' or warranty of the City con- tained in this Reso*tion sh .. 1 prove to have been false in any material res ect on .he effective date of this Reso1 ution; or , (c) the City ball fil~ any petition or action for relief which impa 'is the olbligations of the City with respect to the Elec iric Syst~m under any bankruptcy, reor- ganization, insolve~y or mo~atorium law, or a~ other law for the relief of, .~ relating to, debtors; th~n, and any such ~;i,..Et.....vent th,.. hol der of any Note may,' by notice in writing t :. the City~ declare such Note to be, and it shall forthwith come, d~e and payable, without pre- sentment, demand,p btest or! other notice of any kind, all of which are herebY'expresslr waived by the City. , SECTION 6. Ex~j.bit A tp the Resolution is hereqy amended to read, in its entir.ty, as $et forth in Appendix A to this Resolution. : SEC'.rION 7. Th ly, except that Section upon the execution an , Credit Agreement. Exce' herewith, the Resolutio :s Resolu~ion shall be effective inunediate- 3, 4, 5 i and 6 hereof shall become effective delivery of Amendmen~ No. 2 ~o Revolving as su~lemented and amended in accordance remains: in full force and effect. ,"""-'" -3- ~ I I n 1 r ~ 1984. ADOPTED, SIGN~D AND APPROVED this sixth day of November, ~ 4So~~ Attest: Leonora N. 50.1, City Clerk : A . 41 s:.<L ~~ ci4crerlt t! i . ! ~ 't: If!""'., -4- r" ~ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Cle*~ of the C~. ty of Anaheim, do hereby certify that the foregoing Resolution NO.1:... 4R-442 wa introduced and adopted at a regular meetina provided by law, of t~e City Co cil of the City of Anaheim held on the 6th day of November, 198.~ by the fpllowing vote of the members thereof: AYES: COUNCIL MEMBERS: Kaywood, ~ay, Overholt, Pickler and Roth NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None " -. AND I FURTHER certify that t~~ Mayor of! the City of Anaheim 'Signed said Resolution No. 84R-442 on th~ 6th day of November, 1984. . IN WITNESS WHEREOF, I have h~reunto set my hand and affixed the seal of the City of Anaheim this 6th day!pf Novemb., 1984. ~'"- ~ S:~ Q! C OF THE CITY OF AN ( SEAl,) I, LEQNORA N. SoaL" City Cl~ of the Qity of Anaheim, do hereby certify that the foregoiag i. the origi~ of Resol~tion No. 84R-442 duly passed and adopted by the Anaheim City IQounc11 on I November 6, 1984. ~2{cC:;dL , ) ./ n r- - '\ APPElfDIX A Exhibit A f~ i CERTIFI~TE ~;~:~~i;I~~~:RESENTATIONS , AND WA1RANTIES Pursuant to t Ie terms! of Resolution No. 83R-168 of the Council of the City of ' eim, t' supplemented and amended, and 'pur- suant to the Federal Tr sury Re . ations under Section 103 (c) of the Internal Revenue Code, ~e follo ing statements, affirmations, and certifications are ma ~ on bealf of the City of Anaheim (the "City"): . ~ 19__ (the "Issuance Date"), the venue iticiPation Notes in the amounts, bearin the interest rates set forth in lereto ( . e "Notes"). firms ~ the Issuance Date that the repre- ,'es setiforth in Section 1, 2 and 3 of ~e true 4nd correct on the effective date of 1. Today, City has sold Electric wi th the maturities, a Attachment A, attached 2 _ The City sentations and warran Resolution No. 83R-168 Resolution No. 83R-168. 3 . The Ci ty June l, 1983 [and any signat.ure to this doc Arbitrage Certificate [a the Issuance Date. ~gned th~ Master Arbitrage Certificate on nanents ~ereto on ] _. By its ent the:City hereby reissues said Master so amen4ed] with respect to the Notes as of EXECUTED this day of , 19__. CITY OF ANABE IM By /.....-.." &-1 n r-- i .-.. , Attachment Ato Exhibit A r~ , 1984 BankAmerica Trust Compahv of New Yor k [' .. New York, New York : Re: i City of $... heim Electric venue Anticipat,, n Notes , i Gentlemen: Pl ease authent' of an authorized office against payment there Ordinance No. 4417 0 (ii) paragraph (c) of th' of June 1, 1983 between Ci ty : ~te thelfollowing Note qy manual signature I, and dep.iver it to the purchaser thereof br in a~cordance with (i) Section 7 of :th~ Ci~y, adopted April 26, 1983, and Issuingiand Paying Agent Agreement dated as kAmeri4a Trust Canpany of New York and the Note Number: principal Amount of thif Note: Date of Issue: Maturi ty Date: Interest Rate: Purchase Price: Purcbaser: ; Maximum principal Amount of Notes which may be I issued in accordance ! wi th Section 2 of , Resolution No. 83R-168~ Aggregate principal ! amount of the Notes tol be outstanding upon th~ issuance and delivery p~ this Note: ' /~, At-2 Ii ,. il I m ~ r- ~ The terms and ~()nditionsi of payment of such Note are as set forth in such Note. i I I ~ ~ Very truly yours, Authorized Person ,~ I. I ie i , ! r ~ ~ At3 n ., ,;