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84R-333 ~~" .-.... ,- ----. CITY OF AN~EIM RESOLUTION NO. 84R-~ RESOLUTION OF THE !CITY COUNCIL OF THE CITY OF ANAHEIM, CALIFORNIA AUTHORI ING THE EXECUTION AND DELIVERY OF AN AMENDMENT TO THAT RTAIN REVOLVING CREDIT AGREEMENT BY AND BETWEEN CITY OF AN ElM AND BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCI TION DATED JUNE 1, 1983, WHEREBY THE AMOUNT OF THE ELECT IC SYSTEM CREDIT AND THE WATER SYSTEM CREDIT, RESPECTIVEL , MAY BE INCREASED. WHEREAS, the ~ity Council of the City of Anaheim (the "Cityft) at its meeting bn April 27, 1983, adopted a Resolution, des- ignated as Resolution Nt. 83R-170, approving the form of a Revolving Credit Agreement of s id City and authorizing the execution and delivery thereof and, 0 even date herewith, the City Council of the City heretofore approve~ the form of Amendment No. 1 to Revolving Credit Agreement author~zing the execution and delivery thereof; and WHEREAS, the ~ity of Anaheim (the "Cityft) and-Bank of America National Trust ~ Savings Association (the "Bank") have here- tofore entered into th. Revolving Credit Agreement dated June 1, 1983, to be amended bj said Amendment No.1 to Revolving Credit Agreement (the nAgreeme~tn); and WHEREAS, the i'ty Council has determined that it is neces- sary and desirable tha the City Council authorize execution and delivery of an amendmen to the Agreement whereby the amount of the. Electric System Credit d the Water System Credit (as such terms are defined in the Agreemen ), respectively, may be increased; NOW, THEREFORa, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES HEREBY RESOLVE, DEtrERMINE AND ORDER AS FOLLOWS: SECTION 1. T~ City Council hereby approves the execution and delivery of an amefent to the Agreement whereby the amount of the Electric System Cre it and the Water System Credit, respectively, may be increased to suc amount as shall be agreed to by the Bank (but not above the aggr~gate principal amount of Electric Revenue Anticipation Notes or WIater Revenue Anticipation Notes, as the case may be, permitted to 'be outstanding from time to time under Section 1210 of the Ch~ter of the City). The Mayor of the City and tbe City Clerk are hereby authorized and directed to, respectively, execute and deliver anq attest and seal any such amendment. SECTION 2. T his Res 0 1 uti 0 n s hall bee f f e c t i v e immediately. ~ ,.............. .-., ----. 1984. ADOPTED, SIGNE~ AND APPROVED this 28th day of August, Attest: Leonora N.Soh!, City Clerk ~~~~ City Clerk. ' EXHIBIT A Thru N. -2- A~~ STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution No. 84R -333 was introduced and adopted at a regular meeting provided by law, of the City Council of the City of Anaheim held on the 28th day of August, 1984, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Kaywood, Bay, Overholt, Pickler and Roth NOES: COUNCIL MEMBERS: None ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the City of Anaheim signed said Resolution No. 84R -333 on the 28th day of August, 1984. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 28th day of August, 1984. CI Y CLERK OF THE CITY OF ANAHEIM (SEAL) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 84R -333 duly passed and adopted by the Anaheim City Council on August 28, 1984. CITY CLERK -. - Draft of 8/28/84 .,~. Amendment No. 1 to ~~olving Credit Agreement This Amendmtnt No. 1 to Revolving Credit Agreement is , entered into on Septe~ber __, 1984 between the City of Anaheim (the I "City"), a municipal qorporation created and existing pursuant to the laws of the state of falifornia, and Bank of America National Trust and Savings Associati~n (the "Bank"). "~EREAS, the! City and the Bank have heretofore entered into a Revolving Credit ~9reement dated June 1, 1983 (the "Revolving ! Credit Agreement"); a~d WHEREAS, th. initial conditions precedent set forth in Sections 4.1 and 4.3 qf the Revolving Credit Agreement were satisfied on June 1, 1983; and WHEREAS, in ~ccordance with Section 1.25 of the Revolving Credi t Agreement, the icurrent Expiration Date of the Revolving Credit Agreement is June 30,,1987; and WHEREAS, theiCity and the Bank have determined that it is necessary and desir~ble to enter into this Amendment No. 1 to Revolving Credit Agre~menti and WHEREAS, the Bank, as holder of the Electric System Master Note, agrees to the changes to the Revolving Credit Agreement set ".........." forth herein; and WHEREAS, th~ City has determined that the execution and delivery of this Amen~ment No. 1 to Revolving Credit Agreement will .-., .-, not adversely affect the interests of the holders of the City's other Electric Revenue Antifipation Notes. NOW, therefote, in consideration of the mutual promises, ""........-+ covenants and condi~ions contained herein, the parties agree as follows: SECTION 1. +ny capitalized term used herein and not defined herein shal~ have the meaning ascribed thereto in the Revolving Credit Agre+ment. SECTION 2. ~ection 1.18 of the Revolving Credit Agreement is hereby amended to r~ad, in its entirety, as set forth in Exhibit A hereto. SECTION 3. $ection 1.35 of the Revolving Credit Agreement is hereby amendeB to rtad, in its entirety, as set forth in Exhibit B hereto. SECTION 4. ~ection 1.41 of the Revolving Credit Agreement is hereby amended to r+ad, in its entirety, as set forth in Exhibit C hereto. SECTION 5. ~ection 1.45 of the Revolving Credit Agreement is hereby amended to r~ad, in its entirety, as set forth in Exhibit D hereto. SECTION 6. !taragraph (a) of Section 2.1 of the Revolving Credit Agreement is h~reby amended to read, in its entirety, as set forth in Exhibit E herjeto. ",........~ -2- ~ .,........,. . SECTION 7. Section 2.5 of the Revo-lving Credit Agreement is hereby amended to. r~ad,. in its. entirety , as set forth in Exhibit F hereto. "......... SECTION 8. faragraph (a) of Section 3.1 of the Revolving Credit Agreement is h~reby amended to read, in its entirety, as set , forth in Exhibit G heteto. SECTION 9. 'ection 3.5 of the Revolving Credit Agreement is hereby amended to r~ad, in its entirety, as set forth in Exhibit H hereto. SECTION 10. iParagraphs (a) and (b) of Section 4.2 of the Revolving Credit Agr~ernent are hereby amended to read, in their entirety, as set fort~ in Exhibit I hereto. SECTION 11. iparagraphs (a) and (b) of Section 4.4 of the Revolving Credit Agr~ement are hereby amended to read, in their entirety, as set fort~ in Exhibit J hereto. SECTION 12. ! Exhibi t C-l of the Revolving Credit Agreement is hereby amended to r.ad, in its entirety, as set forth in Exhibit K hereto. SECTION 13. Exhibit C-2 of the Revolving Credit Agreement is hereby amended to r,ad, in its entirety, as set forth in Exhibit L hereto. ~ -3- ~ ,-. SECTION 14. Exhibit E-l of the Revolving Credit Agreement is hereby amended to ..qea,d, in its entirety, as set forth in Exhibit M hereto. ,......,..~ SECTION 15. : Exhibit E-2 of the Revolving Credit Agreement is hereby amended to ~ad, in its entirety, as set. forth in Exhibit N hereto. ; SECTION 16. IThis Amendment No.1 to Revolving Credit Agreement shall be ef~ective upon the date first set forth above, , which is the date of ~xecution and delivery hereof by the Bank and the City. Notwithsta~ing any provision to the contrary, contained in Sections 2.5 and 3.5 pf the Revolving Credit Agreement, the determi- , nation of the commitm~t fees in accordance with Sections 2.5 and 3.5 of the Revolving Cred~t Agreement as amended by the provisions hereof shall be operative co~encing with the quarter ending September 30, 1984. Except as am~nded hereby, the Revolving Credit Agreement remains in full forcejand effect. SECTION 17. i The Bank hereby consents to the amendments to (i) Resolution No. a3R-169 of the City Council set forth in , Resolution No. 84R- of the City Council and (ii) Ordinance No. 4415 of the City ~ouncil set forth in Ordinance No. 4530 of the City Council. SECTION 18. The Electric System Master Note delivered to the Bank on June 1, 1983 shall be exchanged by the Bank for an .~ Electric System Master; Note vlhich incorporates the provisions of this Amendment No. 1 to ReVolving Credit Agreement . -4- '.-... .-.. ~~ SECTION 19. 'This Amendment No. 1 to Revolving Credit Agreement may be ex'ec~ed in as' many counterparts' as may be deemed necessary or convenien~, and by the different parties hereto on sepa- rate counterparts eac~ of which when so executed, shall be deemed an original but all such ~ounterparts shall constitute but one and the same agreement. IN WITNESS ~REOF, the parties hereto have executed this Amendment No. 1 to Revplving Credit Agreement by their duly autho- rized officers and offi~ials, as the case may be, on the day and year first above written. BANK OF AMERICA NATIONAL TRUST AND ~.. VINGS ASSOCIATION CITY OF ANAHEIM By: Vice president! By: ~ d~ Mayor By: City Clerk ~ -5- .-. - EXHIBIT A .~. Section 1.18 "Electric System Dollar Day Usage" means, as of any~ate of determinationii1 any Line Year, the sum of the pr~ducts of: (a) thel principal amount of each Electric System Advance outstanding in such Line Year prior to such date of detetmination, multiplied by (b) the! number of days such Electr ic System ! advance was ~utstanding and bore interest at seventy percent (70%~ or less of the Prime Rate in such Line Year prior t~ such date of determination. ~. A-I ~ '-. ""'" EXHIBIT B' ,.~~ 1.35 .Prime R~ten means the rate of interest publicly announced from tim~ to time by the Bank in San Francisco. California as its t~eference Rat~.. It is a rate set by the Bank based uoo* various factors including its costs and , desired return. de,eral economic conditions. and other fac- tors, and is used ~s a ref~rence point for pricing some loans. The Bank ~ay price loans at above or below the Reference Rate. ~v chanqe in the Reference Rate shall take effect on thejdate specified in the public announce- ment of such chanpe (but not prior to the date of such announcement) or (~f no effective date is so specified) on the date of such a~mouncement. ~. a-I --) --~ EXHIBIT C ~.. 1.41 "Water ~1stem Dollar Day Usage" means, as of any ! date of determina~ion in any Line Year, the sum of the products of: (a) the Iprincipal amount of each Water System i Advance outsttanding in such Line Year prior to such date of deterrination, multiplied by (b) the 'number of days such Water System advance , was outstand~ng and bore interest at seventy percent. (70%) or le~s of the Prime Rate in such Line Year . prior to sucq date of determination. ~, C-l ,,-..., I .-... EXHIBIT D ~.......-.", 1.45 "Water ~ystem Ordinance" mea n s 0 rd i n a n c e No. 4415 of the ~ity Council, as amended by Ordinance No. 4530 of the C~ty Council, and as amended from time to time. ~ D-l -. ~~~ EXHIBIT E ~ (a) From tim~ to time, during the Availability Period, Bank agrees to le~ to the City principal sums which shall not exceed in the aggregate outstanding at anyone time Twenty-Five Milliojn Dollars ($25,000,000) (the "Electric System Credit"). ~e Electric System Credit is a revolving credit and the Cit~ may, during the Availability Period, reborrow amounts r~paid. The City shall pay the principal amount of the Elec~ric System Advances outstanding at the close of busines~ on the last day of the Availability Period and shall h~vethe right to prepay all or any part of any Electric Sy~tem Advance as provided in Section 2.4 of this Agreeme~t. Subject to the provisions of Section 7.1 hereof~ the outstanding principal balance of the Electric Syste~ Credit shall bear interest until pay_ ment in full (comppted daily on the basis of a three hun- dred sixty (360) qay year and actual days elapsed) at a rate per annum ~ollows: ill fromlthe first ~ of each Line Year through and including!the first ~y in such Line Year on which .....-... the Electric ~ystem D~~~aL Day Usage for such Line Year exceeds 1$750.000.000 (or the last day of such Line Year if ~uch limit is not exceeded). at an annual E-l -, - rate equal tq sixty-five percent (65%) of the Prime Rate: ~..-.,. III ~ the day after the first day in each Line Year o~ which the Electric System Dollar Day ! Usage for sU~h Line Y~ar first exceeds $750.000.000 and through ~d including the first day in such Li~e Year on whic~ the Electric System Dollar Day Usage exceeds $2r2~VrOOOrOOO (or the last day of such Line Year if such Ilimit is not exceeded)r at an annual rate equal to se1entv percent (70%) of the Prime Rate: III fro, the day after the first day in each Line Year o~ which the Electric System Dollar Day Usaqe fo~ su~h Line Year exceeds $2.250.000.000 and through and ~ncludin9 the last day of such Line Year. at an annual/rate equal to the Prime Rate: and ~ no~withstandin9 the provisions of paragraphs (~) r (2) and (3) abover upon any reduction or reinstat.ment in the Electric System Credit in accordance wfth Section 2.5 hereofr beginning on the effective d4te of such reduction or reinstatement (i) the amoupt of n $750.000.000 II set forth in said paraaraphs (~) and (2) (or such amount as is hereto- fore revisedjpursuant to this paragraph (4)) shall be ~ reduced or, increased. as the case may be. automaticaltY (without any further action of the E-2 j,. ~ - ~. parties here~o) to equal (A) the aqgregate amount of the Electric!~stem Credit as so reduced or increased, as the casejmay be, times (B) thirty (30), and, (iU the amo,nt of "$2,250,000,000" 'set forth in said paragraphs (*) and (3) (or such amount as is hereto- fore revisedlpursuant to this paraqraph (4)) shall be reduced or i,creased, as the case may be, automati- cally (with~ut any further action of the parties hereto) to ~;ual (A) the aqgregate amount of the Electric sys~em Credit as so reduced or increased, as the case maylbe, times (B) ninety (90): provided, how- ever. that n1 such adjustment shall change the rate of intere~t pay+blefor any day prior to the effective date of suchlreduction or reinstatement, as the case may be. The Cit~ shall pay such interest on the 10th calendar day! after the last day of each successive calendar qua*ter commencing with the first such date to occur aft~r the date of the first Electric System Advance here*nder and in full on the last day of the Availability Period. If the day for any payment on any Electri4 System Advance falls on a Saturday, /-.. Sunday or bank holiday in california or New York, such payment shal~ be made on the next business day and E-3 - , --. interest sh~ll continue to accrue to the day such payment is m~de. ,'~ ~~ E-4 - - .--- EXHIBIT F ,.-.... 2.5 The CitYlshall pay to Bank a commitment fee at a rate per annum (c4mputed quarterly on the basis of a three hundred sixty (36q) day year and actual days elapsed) equal to the sum of (a) !three-ei9hths of one percent (3/8%> Qf the average daily \Qutstanding principal amount of Electric Re~enue Anticipa~ion Notes (exclusive of the Electric System Master NotF)' plus (b) one-eighth of one percen~ <1/8%) of the dif~erence between (x) the average daily out- standinQ pr!ncipa~ amount of Electric Revenue Anticipation Notes (exclusive ~f the Eltctric System Master Note) and (y) the average d4ily amount of the Electric System Credit less the average ~aily amount of Electric System Advances; provided, however_ that the City may upon three (3) days' notice to Bank repuce the amount of the Electric System Credit hereunder (but not below the aggregate principal amount of the Ele~tric Revenue Anticipation Notes then out- standing under the Electric System Resolution). The City may, by notice in writing to the Bank, but subject to the .~ approval of the B,nk, reinstate any amount of the Electric system Credit pr~viously reduced in accordance with the preceding sentenc, (but not above $25,000,000), with such F-l - ..-.. ,~ approval being within the sole discretion of the Bank. Thereafter the co~putation of said commitment fee, Bank's obligations hereu~der and the interest rate to be paid by the City shall bel based upon such reduced or reinstated amount. as the ca~e may be, of the Electric System Credit. Said commitment fee shall be computed quarterly as of March 31, June 30~ September 30 and December 31 of each calendar year and shall be payable with respect to each quarter on the tepth calendar day after each such date, commencing with ~he first such date after the Closing Date. Said commi~ment fee shall commence to accrue on the Closing Date. ~~ F-2 "- .-.. ,-... EXHIBIT G c~ (a) From tim~ to time, during the Availability Period, Bank agrees to le~d to the City principal sums which shall not exceed in the! aggregate outstanding at anyone time Three Million Do~lars ($3,000,000) (the "Water System Credit"). The wa~er System Credit is a revolving credit and the City may, [during the Availability Period, reborrow amounts repaid. ~e City shall pay the principal amount of the Water System 4dvances outstanding at the close of busi- ness on the last 4ay of the Availability Period and shall have the rfght tb prepay all or any part of any Water System Advance ~s provided in Section 3.4 of this Agreement. Subj~ct to the provisions of Section 7.2 hereof, the outs~anding principal balance of the Water System Credit sha~l bear interest until payment in full (computed daily o~ the basis of a three hundred sixty (360) day year and actu41 days elapsed) at a rate per annum AA follows: ~ ill ~ the first ~y of each Line Year through and includin~ the first ~ in such Line Year on which the Water sy,tem Dollar Day Usage for such Line Year exceeds $90.QOO.OOO (or the last day of such Line Year G-l 1,. '~..! .~ /~ if such lim~t is not exceeded), at an annual rate eQual to six~y-five percent- (65%) of the Prime Rate: ill fro, the day after the first dav in each Line Year onjwhich the Water System Dollar D~y Usage for such Liqe Year first exceeds $90,000,000 and through and ~~cluding the first day in such Line Year on which thelwater System Dollar Day Usage exceeds $270,000,000, (or the last day of such Line Year if such limit i~ not exceeded), at an annual rate equal to seventy p~rcent (70%) of the Prime Rate: ill ~ the dav after the first day in each Line Year on jwhich the Water System Dollar D~ Usage for such Lin~ Year exceeds $270,000,000 and through and includin~ the last day of such Line Year, at an annual rate ,qual to the Prime Rate: and ~~withstandin9 the provisions of paragraphs (~). (2) and (3) above, upon aqy reduction or reinstate~ent in the Water System Credit in accor- dance with S~ction 3.5 hereof, beginning on the effec- tive date of jsuch reduction or reinstatement (i) the amount of r$90,OOO,000" set forth in said ~o paragraphs (~) and (2) (or such amount as is hereto- fore revised IPursuant to this paragraph (4)) shall be reduced or, increased, as the case may be. automatical~y (without any further action of the G-2 ~t --. ~ parties here~o) to eQual (A) the aggreQate amount of the Water ~~tem Credit as so reduced or increased, as the case mayjbe. times (B) thirty (30). and. (ii) the amount of r$270.000.000" set forth in said para9raphs (~) and (3) shall be reduced automatically (without anyjfurther action of the parties hereto) to eQual (A) th~ a99re9ate amount of the Water System Credit as so ,reduced or increased. as the case mqy be. times (B) niq~ty (90): provided. however. that no such adjustment s~all change the rate of interest pqyable for any d~ ~ior to the effective date of such reduc- tion or rein~tatement. as the case may be. T~e Cit~ shall pay such interest on the lOth calendar day after the last day of each successive calendar qua~ter commencing with the first such date to occur af~er the date of the first Water System Advance here~nder and in full on the last day of the Availability Period. If the day for any payment on any Water SY$tem Advance falls on a Saturday, Sunday or bank holiday in California or New York, such pay- ment shall ba made on the next business day and inter- est shall continue to accrue to the day such payment is made. ~ G-3 ~- --~ EXHIBIT B ."..-.,., 3.5 The City Ishall pay to Bank a commitment fee at a rate per annum (cqmputed quarterly on the basis of a three hundred sixty (36q) day year and actual days elapsed) equal to the sum of (a) jthree-ei9hths of one t>ercent (3/8%) of the average dailYI outstanqin9 principal amount of Water Revenue AnticiDat~on Notes (exclusive of the Water ~stem Master Note) plusjCb) one-eiahth of one percent (1/8%) of the difference be~ween (x) the average d~ily outstandinQ principal amount I of Water Revenue Anticipation Notes (exclusive of thel Water System Master Note) and (y) the average daily amo,nt of the Water System Credit less the average daily amo,nt of Water System Advances; provided, however, that the City may upon three (3) days' notice to Bank reduce the a+ount of the Water System Credit hereunder (but not below tht aggregate principal amount of the Water Revenue Anticipat~on Notes then outstanding under the Water System Resolution). The City may, by notice in writing to the Bank, but subtiect to the approval of the Bank, rein- state any amount of the Water System Credit previously .~ reduced in accord~nce with the preceding sentence (but not above $3,OOO,OOO)~ with such approval being within the sole discretion of th. Bank. Thereafter, the computation of B-1 l ~ , ..-. ...-.., said commitment f~e, Bank's obligations hereunder and the interest rate to ije paid by the City shall be based upon such reduced or r~instated amount. as the case m~ be, of the Water System ~redit. Said conunitmentfee shall be com- puted quarterly a~ of March 31, June 30, September 30 and December 31 of eaqh calendar year and shall be payable with respect to each q~arter on the tenth calendar day after each such date, c~mmencing with the first such date after the Closing Date. Said commitment fee shall commence to accrue on the Clo~ing Date. ,...-... H-2 L >- -. EXHIBIT I ,.-...~ (a) ~-day Notice Electric System Advances: Three days prlior to 1: 00 p.m. Los Angeles time on the date of each ~lectric System Advance pursuant to this subsection (a~ there shall have been delivered to Bank (i) a disbursjement request (a "disbursement request") substantial~y in the form attached hereto as Exhibit E-l, ~igned by an Authorized Officer and spec- ify ing the dajte and the amount of the Electr ic System Advance, (ii)' if such Electric System Advance is to be made on othe~ than the Closing Date, a supplemental non-arb~tra~ certificate, dated the date of such Electric Sys~m Advance, substantially in the form of Exhibit F-l ~reto or otherwise satisfactory to Mudge Rose Guthrie ~exander & Ferdon and Rourke & Woodruff, Co-Bond Coun~el (which certificate may be included in the disburse~nt request) (an "electric system supple- mental non-a~bitrage certificate"), (iii) a certifi- cate from an ~uthorized Officer that (1) the represen- tations and ~arranties contained in Section 5.1 hereot ..-... were true anq correct in all material respects at and as of the da~e upon which such representations and warranties ~ere made and the representations and warranties ,contained in (a), (b) and (d). of I-I - '"I - c____ Section 5.1 tre true and correct as of the date of such Electriq System Advance as though made on and as of such dat~: (2) at and as of the date of such Electric sys~em Advance. each authorization. consent. approval. li~nse or formal exemption from, or filing. declaration ~r registration with. any court. gover~- mental agenc~ or re9ulato~ authority (Federal. state or local). ~he absence of which would material,\y impair the C~tyls ability to pay when due a~ princi- pal or inter~st on such Electric System Advance. has been obtaine9 or made and is in full force and effect (except for ~uch authorizations. consents. aDprovals. licenses. ex~ptions. fiJ,.ings. declarations or reqis- trations, if ~y, required to be obtained or made sub- sequent to s~ch dat~): and (3) at and as of the date of such Eleqtric System Advance, the Citv has not amended or ~odified the Electric System Loan Documents, e~ept for amendments or modifications made in accordanc~ with Section 6.2 hereof: and (iv) the City shall n~ have geQeral~y failed to pay. or admit- ted in writinp its inabili~ to pay. its debts as th~ become due. qr vOluntarily commenced any proceeding or filed any pe~ition under any bankr~~y. insolvenqy or ,~ similar law pr seeking dissolution. liquidation or reor9anizat~on or the appointment of a receiver. 1-2 L ~ ,-. ,.-.. .-, trustee. cu.todian or liquidator for itself or a substantial fortion of its property, assets or busi- ness affecti,9 assets relating to the Electric SVstem or to effec1 a plan or other arranqement with its creditors. o~ filed any answer admitting the jurisdic- tion of the ~ourt and the material allegations of any involuntary ~tition filed a9ainst it in any bankrupt- cy. insolven~y or similar proceeding. or had an order for relief eqtered against it in such a proceedinq, or made a gener'l assignment for the benefit of credi- tors. or con.ented to. or acquiesced in the appoint- ment of. a r~~eiver. trustee. custodian or liquidator for itse~f o~ a substantial portion of its property, assets or bu~iness affecting assets relating to the Electric Sys~ (b) sam~-day Electric System Advances: Notwithstand~ng subsection (a) of this Section 4.2, an Electric SysUem Advance shall be made at or prior to 11:00 a.m. Lqs Angeles time on the same day as receipt by Bank of ~n oral or written request therefor if (i) such reqeipt occurs prior to 10:00 a.m. Los Angeles time { (ii) the Authorized Officer making such request is tne Public Utilities General Manager of the .~ City, (iii) ~he Authorized Officer required by (ii) above state~ orally or in writing that (1) the 1-3 ..""'"" ..-.. ,~ representations and warranties contained in Section 5.1 ijereof were true and correct in all mate- rial respect~ at and as of the date upon which such representati~ns and warranties were made and the rep- resentations and warranties contained in (a), (b) and (d) of Secti~n S.l hereof are true and correct as of the date of ~uch Electric System Advance as though made on and $ of such date; (2) at and as of the date of such Elec~ric System Advance, each authorization, consent, app~oval, license or formal exemption from, or filing, 4eclaration or registration with, any court, gover~mental agency or regulatory authority (Federal, st4te or local), the absence of which would materially i~pair the City's ability to pay when due any princip4l or interest on such Electric System Advance, ha. been obtained or made and is in full force and ef.ect (except for such authorizations, con- sents, approvals, licenses, exemptions, filings, dec- larations or! registrations, if any, required to be obtained or *ade subsequent to such date); and (3) at and as of th. date of such Electric System Advance, the City ha$ not amended or modified the Electric System Loan Documents, except for amendments or modification. made in accordance with Section 6.2, and (iv) the City shall not have generally failed to pay, .,'..-.. 1-4 i-" --.. ...-." or admitted tn writing its inability to pay, its debts as they beco~e due, or voluntarily commenced any pro- ceeding or f~led any petition under any bankruptcy, insolvency qr similar law or seeking dissolution, liquidation qr reorganization or the appointment of a receiver, tr9stee, custodian or liquidator for itself or a substan~ial portion of its property, assets or business aff~cting assets relating to the Electric System or to jeffect a plan or other arrangement with its credi tor!s, or f il ed any answer admitting the \ jurisdiction pf the court and the material allegations of any invol~tary petition filed against it in any bankruptcy, i~solvency or similar proceeding, or had an order for jrelief entered against it in such a pro- ceeding, or mpde a general assignment for the benefit of creditors, or consented to, or acquiesced in the appointment o~, a receiver, trustee, custodian or liq- uidator for itself or a substantial portion of its property, ass~ts or business affecting assets relating to the Electr~c System. If the disbursement is made pursuant to t~s subsection (b), the certificate of an Authorized Of~icer referred to in Section 4.2(a) shall be submitted to the Bank within 24 hours thereof. ~ r ., I-S ,-. .-.. EXHIBIT J .--... (a) ~e-day Notice Water System Advances: Three days p~ior to 1:00 p.m. Los Angeles time on the date of each/water System Advance pursuant to this subsection (a~ there shall have been delivered to Bank (i) a disbur~ment request (a "disbursement request" substantial~y in the form attached hereto as Exhibit E-2, ~igned by an Authorized Officer and spec- ifying the 4ate; the amount of the Water System Advance; and I( ii) if such Water System Advance is to be made on ottter than the Closing Date, a supplemental non-arDitrati~n certificate, dated the date of such Water SystemiAdvance, substantially in the form of Exhibit F-2 h~reto or otherwise satisfactory to Mudge Rose Guthrie ~exander & Ferdon and Rourke & Woodruff, Co-Bond Couns~l (which certificate may be included in the disbursem~nt request) (a "water ~stem supplemen- tal non-arbit~age certificate"); (iii) the Bank shall have receiveq a certificate from an officer of the /....-..., City that (I), the representations and warranties con- tained in Sec~ion 5.2 hereof were true and correct in all material ~espects at and as of the date upon which such represenfations and warranties were made and the representatio~s and warranties contained in paragraphs J-l ,'-'" '-, (a). (b) andi{d) of Section 5.2 hereof are true and "---- correct as o~ the date of such Water System Advance as though made ~n and as of such date: (2) at and as of the the date jQf such Water ~stern Advance, each autho- rization. c01sent. a~~roval. license or formal exemp- tion from. ~r filing. declaration or registration with. any co~rt. governmental agency or regulatory authority (F~deral. state or local), the absence ot which would ~terially impair the City's ability to pay when due ~ny principal or interest on such Water System Advan~. has been obtained or made and is in full force a~ effect (except for such authorizations, consents.. apPfovals. licenses, exemptions, filinQs, declarations pr registrations. if any. required to be obtained or ~de subsequent to such date): and (3) at and as of the! date of such Water System Advance. the City has not ~ended or modified the Water ~stem Loan Documents. ex~ept for amendments or modifications made in accordance I with Section 6.2 hereof: and (iv) the City shall no~ have generally failed to DaV. or admit- ted in writin~ its inability to pay, its debts as th~j become due. o~ vOluntarily commenced aQy proceeding or ,...........", filed any pet~tion under a~ bankruptGY, insolven~ pr similar law qr seeking dissolution. liquidation or reorganizati,n or the appointment of a receiver. J-2 '-1 ...... ~ trustee. cu~todianor liquidator for itself or a substantial ~ortion of its property, assets or busi- ness affectiq9 assets relatin9 to the Water ~stem or to effect a ~1an or other arrangement with its credi- tors. or fil~d any answer admittin9 the jurisdiction of the cour~ and the materialalleqations of any involuntary ~tition filed against it in any bankrQpt- cy. insolvenqy or similar proceedin9. or had an ord~r for relief e~red against it in such a proceeding. or made a gener~ assignment for the benefit of credi- tors. or con~nted to, or aCQuiesced in the apDOint- ment of, a r~eiver, trustee. custodian or liauidator for itself or! a substantial portion of its prODertv, assets or bus~ness affectin9 assets relatin9 to the Wa ter System.! (b) SamehPay Water System Advances: Notwithstandi~9 subsection (a) of this Section 4.4, a Water SystemiAdvance shall be made at or prior to 11:00 a.m. L04 Angeles time on the same day as receipt by Bank of an oral or written request therefor if (i) such receipt ~ccurs prior to 10:00 a.m. Los Angeles .~ time, (ii) th~ Authorized Officer making such request is the Public Utilities General Manager of the City, (iii) the Aut~orized Officer required by (ii) above states ora~ly or in writing that (l) the J-3 ~ .-.. ~, representatitns and warranties contained in paraqraphs Ca). (b) and I Cd) of S~ction' 5.2 hereof were true and correct in a~l material respects at and as of the date upon which s,ch reDresentations and warranties were made and thejrepresentations and warranties contained in Section 5t2 hereof are true and correct as of the date of such/water System Advance as thouqh made on and as of su~h date: and (iii) at and as of the date of such wate~ ~stem APvance. the City has not amended or modified ~e Water ~stem Loan Documents except for amendments of modifications made in accordance with Section 6.2 .ereof: (2) at and as of the the date of such Wat~r ststem Advance. each authorization, con- sent. approvfl. license or formal exemption from. or filin9. decl,ration or re9istration with. aQy court. 90vernmental,agency or regulatory authority (Federal. state or loc,l). the absence of which would materially impair the C~ty's abili~ to pqy when due any princi- pal or intentst on such Water System Advance. has been obtained or!made and is in full force and effect (except for $uch authorizations. consents. aporovals. ""-",,, licenses. ex,~ptions. filings. declarations or regis- trations. if any. required to be obtained or made subsequent t, such date): and (3) the City shall not have general~y failed to pay. or admitted in writing J-4 ~ ........" '..-.. its inabilitYI to pay. its debts as they become due, or vol untar ily Icommenced any proceeding or filed any petition und~r any bankruptcy. insolvency or similar law or seeki~g dissolution. liquidation or reorganiza- tion or the ~intment of a receiver. trustee. custo- dian or liQui~tor for itself or a substantial portion of its proper~y. assets or business affecting assets relating to t~e Water System or to effect a plan or other arrang+ment with its creditors. or filed any answer admitt~ng the jurisdiction of the court and the material allepations of aqy involunta~ Petition filed against it inlany bankruptcy. insolvency or similar proceeding. of had an Qrder for relief entered a9ainst it in such a proceeding. or made a general assignment for the benetit of creditors. or consented to. or acquiesced injthe appointment of. a receiver. trustee. custodian or tiQuidator for itself or a substantial portion of it' property. assets or business affecting assets relati,g to the Water ~stem. If the disburse- ment is made ~ursuant to this subsection (c), the cer- tificate of .n Authorized Officer referred to in Section 4.2(a) shall be submitted within 24 hours thereof. ,~ J-5 b... .-, ,-..,. EXHIBIT K f~ Exhibit C-l ~IC SYS'l'BM IlAS'1'ER lI71'E $25,000,000 Los Angeles, California September . 1984 FOR VALU~ REC~IVED the City of Anaheim (the "City.), promises to pay to) the order of Bank of America National Trust and Savings ~ssociation ("Bank") on the Expiration Date (as defined ip the Revolving Credit Agreement between Bank and the City, dated June 1, 1983 as amended by Amendment No. 1 t~ereto. dated September . 1984 (the "Credit Agreement~)) at Bank's Corporate Service Center Branch in Covina, California, the total unpaid principal ,----.,- amount advanced by Bank from time to time to the City from and after the dat~ of this Note through the Expiration Date, together wit~ interest thereon at the times and at the rates specifi~d in this Note. No Electric System Advance (as define~ in the Credit Agreement) shall be made K-l ...-. ~ ---. under this Note if, as result of such Electric System Advance, the tota+ principal amount outstanding under this Note exceeds $25,~OO,OOO. All Electric System Advances and all payments made:shall- be recorded from' time to time by the holder of thi~ Note on a grid schedule annexed to this Note. All terms 40t otherwise defined herein shall have the meanings set ~orth in the Credit Agreement. This Note sh~ll not constitute or evidence indebted- ness of the City ~nd is not secured by the taxing power of the City, but sha~l constitute and evidence only indebted- ness of the Elect~ic System, payable both as to principal and interest sole~y from: (ci) thel proceeds of Electric Revenue Anticipation/Notes issued pursuant to the Electric System Ordin~ce or subsequent ordinances pursuant to Section 1210 ~f the Charter of the City; or (b) Ele9tric System Surplus Monies; or (c) any ~ther lawfully available source of funds permitted by Section 1210 of the Charter of the City and determine~ by resolution of the City Council to be a source of funds for the payment of the Electric Revenue Antic~pation Notes. Nothing hereip will be deemed to limit the right of the City, in its sple discretion, to pay principal of or interest on this ~ote from any other lawfully available ~~, K-2 ~ ~ ,~ source of funds ~rmitted by Section 1210 of the Charter of the City. Interest sh~ll be payable only on Electric System Advances actually!made and only from the date of each such Electric System A4vance. Subject to the provisions of the three immediatelyl succeeding sentences, the outstanding principal balance of the Electric 'System Credit shall bear interest until pa~nt in full (computed daily on the basis of a three hundre~ sixty (360) day year and actual days elapsed) at a rat~ per annum as follows: (1) f~Clm the first day of each Line Year through and ~ncludinq the first ~ in such Line Year on which, the ~lectric SYstem Dollar Day Usage for such Line Year exteeds $750.000.000 (or the last day of such Line Ye~ if such limit is not exceeded). at an annual rate ~ual to sixty-five percent (65%) of the Prime Rate: .~.....-..,~ 121 ~ the day after the first day in each Line Year o~ which t~e Electric System Dollar Day Usage for suc~ Line Year first exceeds $750.000.000 and through ~d including the first ~ in such Line Year on whic~ the Electric System Dollar Day Usage exceeds $2.25p.000.000 (or the last day of such Line Year if such ~imit is not exceeded). at an annual rate equal to sevFnty percent (70%) of the Prime Rate: K-3 ,.-, """'" ~.-.. 1JL fro, the day after the first day in each Line Year oq which the Electric System Dollar Day Usage for suqh Line Y~ar exceeds $2.250.000.000 and through and ~ncluding the last ~ of such Line Year. at an annual Irate equal to the Prime Rate: and lJ.L ~withstanding the Drovisions of paraaraDhs (~). (2) and (3) above. upon any reduction or reinstat~pent in the Electric System ~redit in accordance wfth Section 5 of the Credit Agreement. beginning on ~he effective date of such reduction or reinstatemen* (i) the amount of "$750.000.000" set forth in saidl paragraphs (1) and (2) (or such amount as is neretofprerevised pursuant to this paragraph (4)) shall bel reduced or increased. as the case may be. automatic~~ly (without any further action of the parties heretp> to equal (A) the aggregate amount of the Electric ~stem Credit as so reduced or increased. as the case ~ay be. times (B) thirty (30). and. (ii) the amouft of "$2.250.000.000" set forth in said Daragraphs (2t and (3) (or such amount as is hereto- ~ fore revised ~prsuant to this paragraph (4)) shall be reduced or in~reased. as the cas~ may be. automati- cally (witho,t any further action of the partie~ hereto) to e~ual (A) the aggregate amount of the Electric Syst.m Credit as so reduced or increased. as K-4 "-', ""'"" ".-.. the case ma~ be, times (B) ninety (90); provided, however. tha~ no such adjustment shall change the rate of interest 9AYable for any day prior to the effective date of suchjreduction or reinstatement, as the case may be. Not~ithstanding the foregoing, each Electric System Advanqe made by Bank after receipt Qy the City of an ElectriF System Credit Default Notice shall bear interest at ja rate per annum equal to 100' of the Prime Rate. ~e City shall pay such interest on the 10th calendar! day after the last day of each succes- sive calendar: quarter commencing with the first such date to occult after the date of the first Electric System A~vanc, and in full on the Expiration Date. If the day for apy payment of any Electric System Advance falls on a $aturday, Sunday or bank holiday in California or New York, such payment shall be made on the next busipess day and interest shall continue to accrue to the day such payment is made. Each Ele~tric System Advance evidenced by this Note shall b~ made in the manner set forth in the Credit Agreem~nt. /'" J{-S '-"', ~ This Note is issued under and pursuant to the ".-." te rIDS of the! Credit Agreement, the Electr ic System Resolution aqd the Electric System Ordinance. This Note shall qot be valid unless it shall have been authenticateq by being manually countersigned by the Issuing and ~aying Agent. CITY OF ANAHEIM By Mayor Attest: City Clerk Countersigned: BANKAMERICA TRUST COM~Y OF NEW YORK, as Issuing ~nd Paying Agent ' By Authorized Officbr .~, (-6 .-... I .-.., EXHIBIT L Exhibit C-2 .~ wtfrER SYS'rEII MASTER lOl'E $3,000,000 Los Angeles, California September . 1984 FOR VALUE REC~IVED the City of Anaheim (the "City"), promises to pay to! the order of Bank of America National Trust and Savings ~ssociation ("Bank") on the Expiration Date (as defined ip the Revolving Credit Agreement between Bank and the City, dated June 1, 1983 as amended by Amendment No. 1 t~ereto. dated September . 1984 (the RCredit Agreement~)) at Bank's Corporate Service Center Branch in Covina, ~alifornia, the total unpaid principal amount advanced by Bank from time to time to the City from and after the date of this Note through the Expiration Date, together wit~ interest thereon at the times and at the rates specifie. in this Note. No Water System Advance (as defined in the Credit Agreement) shall be made under this Note if, as r.sult of such Water System Advance, the total principal am~unt outstanding under this Note exceeds ~ $3,000,000. All water System Advances and all payments made shall be reco~ded from time to time by the holder of this Note on a gri~ schedule annexed to this Note. All L-l ,...., ! l~ terms not otherwise defined herein shall have the meanings ....-..., set forth in the qredit Agreement. This Note sh~ll not constitute or evidence indebted- ness of the City ~d is not secured by the taxing power of the City, but shal~ constitute and evidence only indebted- ness of the Water ~ystem, payable both as to principal and interest solely frpm: (a) the proceeds of Water Revenue Anticipation Notes issued fursuant to the Water system Ordinance or subsequent or~inances pursuant to Section 1210 of the Charter of th~ City; or (b) watef System Surplus Monies; or (c) any pther lawfully available source of funds ! permitted by ~ection 1210 of the Charter of the City and determine4 by resolution of the City Council to be a source of fttnds for the payment of the Water Revenue Anticipation ~otes. Nothing herei$ will be deemed to limit the right of the City, in its s.le discretion, to pay principal of or interest on this ~te from any other lawfully available source of funds pe~mitted by Section 1210 of the Charter of ~ the City. Interest sh~ll be payable only on Water System Advances actually ~ade and only from the date of each such Water System Advan~e. Subject to the provisions of the L-2 ""'""" .~ ~~~, three immediately succeeding sentences, the outstanding principal balance of the Water System Credit shall bear interest until pa~ent in full (computed daily on the basis of a three hundre~ sixty (360) day year and actual days elapsed) at a rat~ per annum as follows: (1) f~om the first day of each Line Year through and ~ncludinq the first ~y in such Line Year on which the ~ater System Dollar Day Usage for such excpeds $90.000.000 (or the last ~y of such if ~UCh linli t is not exceeded). at an annual tol sixty-five percent (65%) of the Prime Line Year Line Year rate equal Rate: l2l.~ the day after the first day in each Line Year on ~hich the Water System Dollar Dqy Usage for such Lin~ Year first exceeds $90.000.000 and through and i~cluding the first day in such Line Year on which the jWater System Dollar Day Usage exceeds $270.000.000 ,(or the last day of such Line Year if such limit iSjnot exceeded). at an annual rate €Qual to seventy percent (70%) of the Prime Rate~ ~, .i3l. from, the day after the first day in each Line Year on ,hich the Water System Dollar Day USqge for such Line,Year exceeds $270.000.000 and through and includingithe last day of such Line Year. at an annual rate e~ual to the Prime Rate: and L-3 - I ~ J..iL n 0 tl wit h s tan din 9 the pro vis ion s 0 f ,--.., paragraphs (~). (2) and (3) above. upon aqy reduction in the Wate~ Svstem Credit in accordance with Section 5 he~~of. beginnin9 on the effective date of such reductipn (i) the amount of "$90.000.000" set forth in saiq paragraphs (1) and (2) (or such amount as is heretof~re revised pursuant to this paragraph (4)) shall b~ reduced or increased. as the case m~y be. automati~lly (without any further action of the 1 parties heret~) to equal (A) the aggregate amount of the Water ~st~m Credit as so reduced or increased. as the case may pe. times (B) thirty (30). and. (ii) the amount of 1$270.000.000" set forth in said paragraphs (2' and (3) (or such amount as is hereto- fore revised ~rsuant to this paragraph (4)) shall be reduced or infreased. as the case may be. automati- cally (withopt any further action of the parties hereto) to eq,al (A) the aggregate amount of the Water System Credit/as so reduced or increased. as the case may be. times, (B) nine~y (gO): provided. however. that no such adjus~ment shall change the rate of interest payable for apy day prior to the effective date of .~......-.... such reductio, or reinstatement. as the case may be. Notwithstand~n9 the foregoin9' each Water System Advance made ~y Bank after receipt Qy the City of an L-4 ~ ..-." "~ Water System jCredit Default Notice shall bear interest at a rate pe~ annum equal to 100% of the Prime Rate. The City sha~l pay such interest on the 10th calendar day after th, last day of each successive calendar quarter comm~cing with the first such date to occur after the da~ of the first Water System Advance and in full on th~ Expiration Date. If the day for any payment of ~ny Water System Advance falls on a Saturday, Sun~ay or bank holiday in California or New York, such paYment shall be made on the next business day and inter~st shall continue to accrue to the day such payment ~s made. Eac~ Wat,r System Advance evidenced by this Note shall be madel in the manner set forth in the Credit Agreement. ,~ L-S ,-. - ~.-" This Note is issued under and pursuant to the terms of th~ Credit Agreement, the Water System Resolution and the Water System Ordinance. This Note shall not be ~alid unless it shall have been authenti- ; cated by bei~g manually countersigned by the Issuing and Paying A~nt. CITY OF ANAHEIM By Mayor Attest: City Clerk Countersigned: BANKAMERlCA TRUST COMP~Y OF NEW YORK, as Issuing ~nd Paying Agent ; By Authorized Offic~r ~. L-6 ~ ~, EXHIBIT M Exhibit E-l ......-... CITY OF ~N::EIM ~E~:iC SYS;~~ D~;BUr;~~ ~EOUEST AND ST _ MENT _ F -"- _ RESEN~_ lOlL AN__ _~_ IES Pursuant to !the Revolving Credit Agreement dated June l, 1983, as ~ended by Amendment No.1 to Revolving Credit Agreeme~t, dated September _, 1984 (the "Agreement") ent~red into between the City of Anaheim ("City") and Bankiof America National Trust and Savings Association (nBa~k"), the undersigned, an Authorized Officer (as define~ in the Agreement) of the City hereby requests a disburs~ment from Bank on (the "Issuance Date") of $ , which disbursement is referred to herein! as the "Electric System Advance." With respect to such El~ctric System Advance, City states,the following: 1. The repr~sentations and warranties set forth in Section $.1 of the Agreement were true and cor- rect in .ll material respects at and as of the date upo~ which such representations and warran- ties were made and the representations and war- ranties contained in (a), (b) and (d) of ~ Section 5.1 of the Agreement are true and M-l r- .-.... correct on the Issuance Date as though made on and as df such date; and i~ 2. At and 4s of the date of such Electric System Advance" each authorization, consent, approval, license or formal exemption from, or filing, declaration or registration with, any court, governmtntal agency or regulatory authority (Federall, state or local), the absence of which would m+terially impair the City's ability to pay when! due any principal or interest on such Electri~ System Advance, has been obtained or made and! is in full force and effect (except for s~ch au~horizations, consents, approvals, licenses~ exemptions, filings, declarations or registra~ions, if any, required to be obtained or made ~ubsequent to such date); and 3. The Ele~tric System Resolution, the Electric System Ctedit Resolution and the Electric System Ordinanc~ of the City are, except as amended in accordante with Section 6.2 of the Agreement, in full for~e and effect. EXECUTED this __ day of , 19__. .~ By: Title: M-2 I""'" ~ EXHIBIT N Exhibit E-2 ".-.". CITY ~;A~~~:;MO:Af~:R~~~~~:T~~:~U~;~M~~~~~~:~T AND Pursuant to Jthe Revolving Credit Agreement dated June 1, 1983, as ~ended by Amend~ent No.1 to Revolving Credit Agreemez)t, dated September _, 1984 (the nAgreement") ent~red into between the City of Anaheim ("City") and Bank of America National Trust and Savings Association ("Ba4k"), the undersigned, an Authorized Officer (as defin~ in the Agreement) of the City hereby requests a disbur~ment from Bank on (the "Issuance Date") ,of $ , which disbursement is referred to herei. as the "Water System Advance." With respect to such ~ater System Advance, City states. the following: 1. The repr~sentations and warranties set forth in Section 5.2 of the Agreement were true and cor- rect in ~ll material respects at and as of the date upop which such representations and warran- ties wer~ made and the representations and war- .....-.., ran tie s' con t a i n e din ( a), ( b ) and ( d) 0 f Section! 5.1 of the Agreement are true and N-l ~ -- correct on the Issuance Date as though made on and as qf such date; and 2. At and ~s of the the date of such Water System ~ Advance~ each authorization, consent, approval, license or formal exemption from, or filing, declara~ion or registration with, any court, governm~ntal agency or regulatory authority (Federa~, state or local), the absence of which would m~terially impair the City's ability to pay whe~ due any principal or interest on such Water s~stem Advance, has been obtained or made and is ~n full force and effect (except for such authori~ations, consents, approvals, licenses, exemptiqns, filings, declarations or registra- tions, ~f any, required to be obtained or made subsequ~nt to such date) ~ and 3. The wat~r System Resolution, the Water System Credit ~esolution and the Water System Ordinance of the ~ity are, except as amended in accordance with Se4tion 6.2 of the Agreement, in full force and eff,ct. EXECUTED thi$ __ day of , 19__. (~ By: Title: N-2