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ARA1991-07ANAHEIM REDEVELOPMENT AGENC~ RESOLUTION NO. ARA-91-7 A RESOLUTION CONSENTING TO EIGHTH AMENDMENT TO INDENTURE OF TRUST AND REPEALING RESOLUTION NO. ARA-90-17 Revenue Bonds (Callfomla Local Agency - Anaheim Redevelopment Agency) 1986 Issue A RESOLVED by the Anaheim Redevelopment Agency, Anaheim, California, as follows: WHEREAS, on May 8, 1990, this Agency adopted its resolution No. ARA-90-17 pursuant to which the Agency consented to that certain "Fifth Amendment to Indenture of Trust" by and between the Bank of New York, as trustee, and the Local Government Finance Authority, dated as of March 1, 1990, which amendment modified the indenture therein referenced so as to conform to certain regulations relating to the requirement to rebate to the federal government excess investment earnings on gross proceeds of bonds; WHEREAS, the Agency has learned that said Fifth Amendment to Indenture of Trust should have been entitled Eighth Amendment to Indenture of Trust; and WHEREAS, attached hereto and by reference incorporated herein is the Eighth Amendment to Indenture of Trust (hereafter the "Eighth Amendment"), which Eighth Amendment contains no substantive change from the Fifth Amendment as approved by Resolution No. ARA-90-17, and the Agency wishes to affirm its consent to said amendment. NOW, THEREFORE, it is hereby ORDERED AND DETERMINED as follows: 1. The Eighth Amendment is hereby consented to by the Agency. 2. The Secretary of the Agency is hereby authorized and directed to execute a consent to the Eighth Amendment to Indenture of Trust indicating the consent by the Agency thereby given. 3. Resolution No. ARA-90-'17 is hereby repealed. 4. This Resolution is effective as of March 1, 1990. I hereby certify that the foregoing resolution was duly adopted at a meeting of the Anaheim Redevelopment Agency duly held on the 9th day of April , 1991 by the following vote: AYES, and in favor of Agency Members: NOES, Agency Members: ABSENT, Agency Members: Secretary Simpson, None None Daly, Pickler, Ehrle and Hunter STATE OF CALIFORNIA ) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LEONORA N. SOl-IL, Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing Resolution No. ARA-91- 7__ was passed and adopted at a regular meeting of the Anaheim Redevelopment Agency held on the 9th day of Apr±l , 1991, by the following vote of the members thereof: AYES: Simpson, Daly, Pickler, Ehrle and Hunter NOES: None ABSENT: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Redevelopment Agency signed said Resolution on the 10th Nay of April , 1991. IN WITNESS WHEREOF, I have hereunto set my hand and seal the 10thday of ____April ..... 1991. SECRETARY OF THE ANAHEIM REDEVELOPMENT AGENCY (SEAL) 010-13 JHHW:SSW;ssw EIGHTH AMENDMENT TO INDENTURE OF TRUST dated as of March 1, 1990 by and between the LOCAL GOVERNMENT FINANCE AUTHORITY and THE BANK OF NEW YORK, as Trustee Amending that certain Indenture of Trust dated as of August t, 1986 by and between the Local Government Finance Joint Powers Authority and The Bank of New York As Previously Amended Through the Seventh Amendment Relating to Revenue Bonds (California Local Agency - Anaheim Redevelopment Agency) 1986 Issue A EIGHTH AMENDMENT TO INDENTURE OF TRUST Amending that certain Indenture of Trust dated as of August 1, 1986 by and between the Local Government Finance Joint Powers Authority and The Bank of New York As Previously Amended Through the Seventh Amendment to Indenture of Trust Relating to Revenue Bonds (California Local Agency - Anaheim Redevelopment Agency) 1986 Issue A This EIGHTH AMENDMENT TO INDENTURE OF TRUST, made and entered into as of March 1, 1990, by and between the LOCAL GOVERNMENT FINANCE AUTHORITY, a joint powers authority duly organized and existing under and by virtue of the laws of the State of California (the "Authority"), and THE BANK OF NEW YORK, a corporation duly organized and existing under and by virtue of the laws of the State of New York and having a corporate trust office in New York, New York, as trustee (the "Trustee"); WITNESSETH: WHEREAS, the parties hereto have entered into an Indenture of Trust, dated as of August 1, 1986, as amended through the Seventh Amendment to Indenture of Trust (the "Indenture"), pursuant to which the Authority issued its $92,499,714.38 principal amount of Revenue Bonds (California Local Agency - Anaheim Redevelopment Agency), 1986 Issue A (the "Bonds"); WHEREAS, Section 9.01(b) of the Indenture permits the Indenture to be amended by a supplemental indenture without the consent of the owners of the Bonds to make provisions for the purpose of correcting any defective provision contained in the Indenture as the Authority may deem necessary or desirable and not inconsistent with the Indenture, and which do not adversely affect the security for the Bonds granted under the Indenture; WHEREAS, Section 6.11 of the Indenture establishes procedures for compliance with section 148(f) of the Internal Revenue Code of 1986 (the "Code") which conformed with regulations relating to such Code section at the time of delivery of the Code, but which does not conform to regulations relating to such Code section which have been promulgated since the date of delivery of the Bonds, with the result that Section 6.11 of the Indenture is defective; and WHEREAS, the Authority deems it necessary and desirable to modify Section 6.11 of the Indenture as set forth in this Eighth Amendment and such modification is not inconsistent with the Indenture and does not adversely affect the security for the Bonds granted under the Indenture; NOW, THEREFORE, in consideration of the above premises and for other valuable consideration, the parties hereto DO HEREBY AGREE as follows: Section 1. Amendment of Section 1.01. The definition of "Rebate Fund" set forth in Section 1.01 of the Indenture is hereby modified to read as follows: "'Rebate Fund' means any fund by that name created and held by the Trustee in order to assure compliance with Section 6.11 hereof." Section 2. Amendment of Section 6.11. (a) Subsections (a) through (c) of Section 6.11 of the Indenture are hereby deleted and new subsection (a) is inserted in lieu thereof to read as follows: "(a) Compliance with Code Section 148~f_~1). Except as otherwise may be specified in the opinion of Bond Counsel, the Authority covenants to, or to cause the Local Agency to, rebate excess investment earnings to the United States in accordance with the requirements of Tax Code section 148(f)(1) and applicable Tax Regulations." (b) Subsections (d) through (h) of Section 6.11 of the Indenture are hereby relettered as subsection (b) through (e) of Section 6.11 of the Indenture. Section 2. Effective Date. The amendments made by this Eighth Amendment to Indenture of Trust shall be effective as if included in the Indenture of Trust on the date of delivery of the Bonds. IN WITNESS WHEREOF, the parties hereto have executed the Eighth Amendment to Indenture in their name by their officers hereunto duly authorized all of as of the date and year first above reTerenced. LOCAL GOVERNMENT FINANCE AUTHORITY (SEAL) Attest By Chairman By Secretary THE BANK OF NEW YORK, as Trustee By Authorized Officer I, the undersigned Secretary of the Anaheim Redevelopment Agency, do hereby certify that the foregoing amendment was consented to by the Anaheim Redevelopment Agency by Resolution No. , adopted by the Anaheim Redevelopment Agency on the day of , 199 . Secretary Anaheim Redevelopment Agency