90-390 JHHW:BRC:pae 10/25/90
BDQ:kla 10/29/90
CITY OF ANAHEIM, CALIFORNIA
RESOLUTION NO. 9OR- 390
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM
APPROVING, AUTHORIZING, AND DIRECTING EXECUTION OF FIRST
AMENDMENT TO FIRST INSTALLMENT SALE AGREEMENT, FIRST
AMENDMENT TO SECOND INSTALLMENT SALE AGREEMENT AND FIRST
AMENDMENT TO TRUST AGREEMENT
RESOLVED, by the City of Anaheim, California (the "City"), as follows:
WHEREAS, the City and California Lutheran Homes ("CLH") completed a financing for
the acquisition and construction of certain improvements to certain property in June of 1987
pursuant to that certain First Installment Sale Agreement between the City and CLH, dated as
of June 1, 1987 (the "First Installment Sale Agreement"), that certain Second Installment Sale
Agreement between CLH and the City, dated as of June 1, 1987 (the "Second Installment
Sale Agreement"), and that certain Trust Agreement by and among the City, Security Pacific
National Bank, as trustee, and CLH, dated as of June 1, 1987 (the "Trust Agreement"); and
WHEREAS, Section 707 of the Trust Agreement provides in subsection (b) thereof that
the Letter of Credit is surrendered when it is replaced by an Alternate Credit Facility (as such
terms are defined in the Trust Agreement); and
WHEREAS, Exhibit A to the Trust Agreement provides that an Alternate Credit Facility
means any insurance policy (including, but not limited to, insurance provided by the Office of
Statewide Health Planning and Development of the State of California); and
WHEREAS, CLH wishes to replace the Letter of Credit with an insurance policy (the
"Insurance Policy") from the Office of Statewide Health Planning and Development of the State
of California; and
WHEREAS, the Trust Agreement provides that it may be amended by the parties
thereto, with the consent of the Bank so long as the Letter of Credit shall be in effect; and
WHEREAS, the Letter of Credit will not be in effect when the Insurance Policy is issued;
and
WHEREAS, amendments to the Trust Agreement may be made without the consent of
the Certificate holders for purposes of curing any ambiguity, or of curing, correcting or
supplementing any defective provision; and
WHEREAS, the City has concluded that any changes required to facilitate the
exchange of the Insurance Policy for the Letter of Credit are in the nature of curing, correcting
or supplementing defective provisions of the Trust Agreement; and
WHEREAS, the First Installment Sale Agreement and Second Installment Sale
Agreement permit amendments by the parties thereto for the sole purpose of curing, correcting
or supplementing any defective provisions with the consent of the Bank; and
WHEREAS, as the Bank's interest will no longer exist upon return of the Letter of
Credit, the Bank's consent shall not be required; and
WHEREAS, Security Pacific National Bank wishes to resign as Trustee and First Bank
National Association has agreed to be its successor, and Security Pacific National Bank has
agreed to waive the 30 day notice period required by Section 501 of the Indenture;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The City consents to waiving the 30 day notice period in Section 501 of its
Trust Agreement for resignation of Security Pacific National Bank and appoints First Bank
National Association as its successor.
Section 2. The First Amendment to the First Installment Sale Agreement, in
substantially the form attached hereto as Exhibit A, the First Amendment to the Second
Installment Sale Agreement, in substantially the form attached hereto as Exhibit B, and the
First Amendment to the Trust Agreement, in substantially the form attached hereto as Exhibit C
is each hereby approved and the Mayor or the City Manager or the Finance Director is hereby
separately authorized and directed to execute said agreements, with such changes, insertions
and omissions as may be approved by such officer, and the City Clerk is hereby authorized
and directed to attest to such officer's signature:
Section 3. A Contract of Insurance, in substantially the form attached hereto as Exhibit
D, by and among the City, CLH and the Office of Statewide Health Planning and Development
of the State of California (the "Office") is hereby approved and the Mayor or the City Manager
or the Finance Director is hereby separately authorized and directed to execute said
agreement, with such changes, insertions and omissions as may be approved by such officer,
and the City Clerk is hereby authorized and directed to attest to such officer's signature:
Section 4. A Regulatory Agreement, in substantially the form attached hereto as
Exhibit E, by and among the City, CLH and the Office is hereby approved and the Mayor or the
City Manager or the Finance Director is hereby separately authorized and directed to execute
said agreement, with such changes, insertions and omissions as may be approved by such
officer, and the City Clerk is hereby authorized and directed to attest to such officer's signature:
Section 5. The Resolution shall take effect immediately upon its adoption.
The FOREGOING RESOLUTION was approved and adopted by the City Council of the
City of Anaheim this 6th day of November, 1990. by the following vote:
Attest:
CITY CLERK OF THE CITY OF ANAHEIM
-2-
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. 90R-390 was introduced and adopted at a regular
meeting provided by law, of the City Council of the City of Anaheim held on
the 6th day of November, 1990, by the following vote of the members thereof:
AYES: COUNCIL MEMBERS: Daly, Ehrle, Kaywood, Pickler and Hunter
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER certify that the Mayor of the City of Anaheim signed said
Resolution No. 90R-390 on the 7th day of November, 1990.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 7th day of November, 1990.
CITY CLERK OF THE CITY OF ANAHEIM
(SEA~)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that
the foregoing is the original of Resolution No. 90R-390, duly passed and
adopted by the Anaheim City Council on November 6, 1990.
CITY CLERK OF THE CITY OF ANAHEIM