SR-0 (66)
EXHIBIT 1
UNITED STATES TREASURY SECURITIES
Tvoe
Maturity Date par Amount Interest Rate
Price
Exhibit 1 - 1
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ESCROW AGREEMENT
by and between the
CITY OF SAI\'TA MONICA
and
BANK OF AMERICA N"ATIOi'AL TRUST
AND SAVINGS ASSOCIATION,
AS ESCROW BANK
Dated as of December 1, 1993
,
ESCROW AGREEME!,;T
THIS ESCROW AGREEMENT. IS entered mto as of December 1. 1993, by and
between the CITY OF SANTA MONICA (the "Cuy") and BANK OF AMERICA NATIONAL
TRUST AND SAVINGS ASSOCIATION, as escrow bank. (the "Escrow Bank")
WITNESSETH:
WHEREAS, the City owns and operates faCIlItIes for the collectIOn of sewage, waste and
storm water, mcludmg dramage, and has certam nghts m facultIes for the treatment and dISpOSal of
sewage, waste and stann water,
WHEREAS. ill order to fmance certam nnprovements to saId faclhues. the CIty Issued Its
Wastewater Enterpnse Revenue Bonds (Hypenon ProJect). 1991 Senes A (the "1991 Senes A
Bonds"), m the aggregate pnnClpal amount of $34.200.000.
\VHEREAS, the 1991 Senes A Bonds were Issued pursuant to an Indenture. dated as of
Kovember 1. 1991 (the "Indenture"), by and between the Bank of Amenca NatIonal Trust and
Savmgs ASSOCIatIon, as Trustee (the "Trustee"), and the City,
\VHEREAS, the CIty has deternuned that debt servIce savmgs can be achIeved by
advance refundmg the 1991 Senes A Bonds currently outstandmg m the aggregate pnncIpal
amount of $33.915,000 (the "Pnor Bonds"),
WHEREAS, m order to provide the moneys reqUIred to advance refund the Pnor Bonds.
the Clty has authonzed the issuance of Its Wastewater Enterpnse Revenue Bonds (Hypenon
Project) 1993 Refundmg Series (the "1993 Senes Bonds"). m an aggregate pnnclpal amount of
)38.6201000.
\VHEREAS, the Cny has deterlTIlned that a savmgs Will be realIzed by applymg a portIOn
of the proceeds of the 1993 Series Bonds for the purpose of provldmg the funds necessary to pay.
when due, the mterest on the Pnor Bonds to and mcludmg January I. 2002 and to redeem the
Pnor Bonds on January 1, 2002 (the "Redempnon Date") at a redemptIOn pnce (the "RedemptIon
Pnce") equal to the pnncIpal amount of such Pnor Bonds. plus a prenuum of 2st of suc.h pnnclpal
amount. and
\VHEREAS. the Pnor Bonds are subject to redemptIOn on the RedemptIon Date and the
CIty has determmed to proVIde for the call for redemptIOn on the Redemption Date of the Pnor
Bonds outstandmg on the Redemptlon Date.
NOW THEREFORE, ill considerauon of the mutual covenants and agreements herem
contamed. the CIty and the Escrow Bank agree as follows
Section 1. Definitions. Unless otherwise defmed herein, capItalIzed terms used herem
shall have the meamngs ascnbed to such terms m the Indenture.
Section 2. The Escrow Fund (a) There IS hereby establIshed a fund (the "Escrow
Fund") to be held as an mevocably pledged escrow by the Escrow Bank. whIch the Escrow Bank
shall keep separate and apart from all other funds of the CIty and the Escrow Bank and to be
applIed solely as prOVided m tlus Agreement
-1-
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Pendmg apphcatlOn as provIded In thIS Agreement, amounts on deposit m the Escrow Fund
are hereby pledged and assIgned solely to the payment of (I) the accrued mterest on the Pnor
Bonds cormng due on and pnor to the RedemptlOn Date, (11) the pnnclpal of the Pnor Bonds
commg due on and pnor to the RedemptIon Date. and (m) the RedemptIOn Pnce on the
RedemptIon Date, whIch amounts shall be held 10 trust by the Escrow Bank for the Owners of the
Pnor Bonds
(b) Upon the Issuance and delIvery of the 1993 Series Bonds. there shall be depOSIted In the
Escrow Fund ~37,324,464 61 receIved from the proceeds of the sale of the 1993 Senes Bond~
and $37\00000 received from the CIty, for a total of $371699,464.61.
(c) Upon the depOSIt of moneys pursuant to SectIOn 2(b), the moneys on depOSIt In the
Escrow Fund vall be at least equal to an amount sufficient to purchase the aggregate pnnclpal
amount of the Federal Securltles set forth In ExhIbIt 1 hereto (the "ExhIbIt 1 SecuntIes"), WhKh
pnncIpal, together With all mterest due or to become due on such ExhIbIt 1 SecuntIes. and any
umnvested cash held by the Escrow Bank In the Escrow Fund. will be suffICIent to make the
payments reqUIred by SectIon 4 hereof
Section 3. Use and Investment of Monevs. (a) The Escrow Bank hereby
acknowledges receIpt of the moneys descnbed In SectIon 2(b) and agrees to Im'est
$36,209160000 of such moneys in the ExhibIt 1 Secunnes upon receIpt of ceruflcatIon by a
natlOnally recogrnzed firm of mdependent cenuJed publIc accountants that the ExJublt 1 Secunoes
wIll mature In such pnncipal amounts and earn Interest In such amounts and, In each case. at such
nmes. so that suffICient moneys wIll be avaIlable from matunng pnnclpal and Interest on the
ExhIbit 1 SecuntIes. together WIth any umnvested moneys then held by the Escrow Bank 10 the
Escrow Fund, to make all payments requued by Section 4 hereof. Except as proVIded In Section
3(b) or Section 3(c). the balance of the moneys descnbed In SectIOn 2 or otherwIse held by the
Escrow Bank under thIS Agreement shall be held unmvested ill the Escrow Fund
(b) Upon the Wntten Request of the CIty, but subject to the COndItIOnS and ImutatlOns herem
set forth, the Escrow Bank shall purchase subsntute Federal Secuntles for the Federal Secunnes
then held hereunder with the proceeds derived from the sale, transfer, redemption or other
dlSpOSltlOn of Federal SecuntIes then on depOSit ill the Escrow Fund and any umnvested money
then held by the Escrow Bank hereunder In accordance WIth the prOVISIOns of thiS SectIOn 3(b)
Such sale. transfer, redemptIon or other diSpOSItIOn of Federal SecuntIes then on deposit In the
Escrow Fund and substItutIon of other Federal SecuntIes shall be effected by the Escrow Bank
upon the Written Request of the CIty but only by a Simultaneous transactIon and only upon receIpt
of (I) certlficanon by a nanonally recogmzed firm of mdependent certuled publIc accountants that
the Federal Secunties to be substItuted. together ,^,1th the Federal SecuntIes WhICh WIll connnue to
be held In the Escrow Fund. wIll mature In such pnnclpal amounts and earn mterest m such
amounts and, In each case, at such times so that suffiCIent moneys WIll be available from matunng
pnnClpal and mterest on such Federal SecurItIes held In the Escrow Fund, together wIth any
unInvested moneys, to make all payments reqUIred by SectIon 4 hereof whIch have not preViOusly
been made. and (11) receipt by the Escrow Bank of an OpiniOn of counsel of recogmzed standmg in
the field of law relatmg to mUnICIpal bonds to the effect that the sale, transfer, redemptIOn or other
dISpOSItIOn and sUbStItutIon of Federal SecuntIes wIll not adversely affect the exclUSIOn of Interest
on any Pnor Bonds or any 1993 Senes Bonds from gross Income for purposes of federal Income
taxation.
(c) Upon the Wntten Request of the CIty, but subject to the COndItIons and lllTIltatlOns herem
set forth, the Escrow Bank WIll apply any moneys received from the matunng pnnClpal of or
Interest or other Investment Income on any Federal Secuntles held In the Escrow Fund, or the
proceeds from any sale, transfer, redemptIOn or other dISPOSItion of Federal See untIes pursuant to
-2-
SectIOn 3(b) not reqmred for the purposes of saId SectIOn, as follows (1) to the extent such
moneys will not be requued at any tIme for the purpose of makrng a payment requrred by Secuan 4
hereof, as certIfIed by a natIonally recogmzed fmn of mdependent certifIed pubhc accountants
delivered to the Escrow Bank, such moneys shall be paId over to the City upon the Wntten
Request of the CIty as receIved by the Escrow Bank, free and clear of any trust, hen, pledge or
assrgnment secunng the Pnor Bonds or otherwise eXIstIng hereunder; and (il) to the extent such
moneys will be reqUITed for such purpose at a later date. shall, to the extent pracncable, be invested
or reinvested In Federal SecuntIes matunng at tImes and In amounts suffICIent to make such
payment reqUITed by Secuon 4 hereof (proVIded that the amount of the funds to be realIzed from
nme to tlme from such investment or rem vestment shall be cernfied by a natIonally recogruzed fIrm
of mdependent certIfied publIc accountants delIvered to the Escrow Bank by the CIty and provIded
that the CIty shall delIver to the Escrow Bank an OpInIOn of counsel of recogmzed standmg In the
field of law relating to mUnIcipal bonds to the effect that such investment or rem vestment WIll not
adversely affect the excluslOn of interest on any Prior Bonds or any ] 993 Senes Bonds from gross
income for purposes of federal Income taxation) and interest earned from such investments or
remvestments shall be paId over to the CIty upon the Wntten Request of the Cay as receIved by the
ESlrow Bank, free and clear of any trust, hen. pledge or aSSIgnment securIng the PrIor Bonds or
other\\'1se eXIstmg hereunder
(d) All Federal Secunties purchased pursuant to thIS Agreement shall be depOSIted In and
held for the creda of the Escrow Fund Except as prOVIded In thIS SectIOn 3. no moneys or
Federal Secuntles depOSIted WIth the Escrow Bank pursuant to thiS Agreement nor pnnClpal of, or
mterest payments or other Investment income on, any such Federal Secunhes shall be WIthdrawn
or used for any purpose other than, and shall be held In trust for, the payment of the mterest and
Redemption Pnee with respect to the Pnor Bonds as provided by SectIon 4 hereof
(e) The owners of the Pnor Bonds shall have a hen on the moneys and Federal Secuntles In
the Escrow Fund untIl such moneys and Federal SecuntIes are used and applIed as prOVIded In thIS
Agreement.
(f) The Escrow Bank shall not be held lIable for mvestmem losses resulting from complIance
WIth the proviSIOns of tlus Agreement.
Section 4. Pavment of Prior Bonds. (a) From the matunng pnnclpal of the Federal
SecuntIes held m the Escrow Fund and the mvestment Income and other earrnngs thereon and any
umnvested money then held In the Escrow Fund, the Escrow Bank shall apply such amounts. as
follows'
(l) On each mterest payment date for the Pnor Bonds occurrmg on or before the
Prepayment Date, commencmg January 1, 1994, the Escrow Bank shall pay Interest on the
Pnor Bonds In accordance WIth the terms of the Indenture
(il) On each princIpal payment date for the Pnor Bonds oceumng on or before the
Prepayment Date, commencmg January 1, 1994, the Escrow Bank shall pay princIpal of
the Pnor Bonds ill accordance wlth the terms of the Indenture.
(m) On the Redemption Date, the Escrow Bank shall pay the RedemptIon Pnce of
the Pnor Bonds In accordance with the terms of the Indenture.
To the extent that the amount on deposit In the Escrow Fund on the Redempuon Date is in
excess of the amount necessary to make the reqUITed payments with respect to the Pnor Bond~. as
shown In the then applicable escrow venfication of the natIonally recogmzed fmn of mdependent
certIfIed publIc accountants, such excess shall be transferred to the Trustee for depOSIt In the
Interest Fund establIshed under the Indenture
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EXHIBIT 1
UNITED STATES TREASURY SECURITIES
Tvoe Maturitv Date Par Amount Interest Rate PrIce
SLG 07/01/94 $119,700 0.00% 100Ck
SLG 01/01/95 603,800 000 100
SLG 07/01/95 155,200 000 100
SLG 01/01/96 610,100 0.00 100
SLG 07/01/96 141.000 000 100
SLG 01/01/97 626,000 000 100
SLG 07/01/97 125.800 000 100
SLG 01/01/98 635,800 230 100
SLG 07 /0 1/98 117.200 482 100
SLG 01/01199 670.000 4.97 100
SLG 07/01199 119,400 509 100
SLG 01/01/00 707,600 5 18 100
SLG 07/01/00 122,500 525 100
SLG 01/01/01 745.ROO 5 31 100
SLG 07/01/01 126.200 5.36 100
SLG 01/01/02 30.583,500 5.42 100
Exlubn I - 1
29199-04
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10/14193
11 103193
FIRST SUPPLEMENTAL
INDENTURE
by and between
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, AS TRUSTEE
and the
CITY OF SANTA MONICA
RELATING TO THE CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(HYPERION PROJECT)
1993 REFUNDING SERIES
Dated as of
1, 1993
29199.04
Section 12.01.
Section 12.02.
Section 12.03.
Section 12.04.
Section 12.05.
Section 12.06.
Section 12.07.
Section 12.08.
Section 12.09.
Section 12.10.
Section 12.11.
Section 12.12.
Section 12.13.
EXHIBIT A
EXHIBIT B
nnIW<JH Iw
In
10/14193
11103193
TABLE OF CONTENTS
Pa[!e
ARTICLE XII
THE 1993 SERIES BONDS
De.fini.tions . ..... .. ..... ... .. .. .... II .... ..... tII . .... ...... .. ...... .. .. ...... .. . ...... .. .... .. .. .., .. .. .. .. .. .... .... .... .. .... .. ........ .... ... .... II 3
Terms of 1993 Series Bonds.................... ...................................4
Form of 1993 Series Bonds........ ................................................5
Book-Entry 1993 Series Bonds.... ................................................ 5
Issuance of 1993 Series Bonds.... ........ ........................................7
Apphcation of Proceeds of 1993 Series Bonds; Transfers...................... 7
Terms of Redemption of the 1993 Series Bonds................................. 8
1993 Series Sinking Fund Account................................................ 8
1993 Series Reserve Account. . . . . .. .... . .. . . . . . . . .. . .. .. .. . . . . . .. . . .. . .... . .. . . .. . 9
Redemption Fund. . . .. . . . . . . . . . . . . .. . . .. . . .. . .. . . . .. .. . . . .. .. . . . . . . . . . . . . . . . . .. .. . .. . 9
Tax Covenants ....,.......................... ... . . . . .. . . . . . .. . . . . . .. .. . . . .. .. . . .. . .. . 9
Effective Date of First Supplemental Indenture. . ... . ... . .. .. . ... . . . ... . . .. . . . ... 10
E,,~tiOI1in ~unte2]>arts ..........................................................10
Form of 1993 Series Bond... . .. . . .. .. .. . .. . . .. . ... . .. . .. .. . . .. . ... . . . . ... . . . . . ... . A-I
Form of Payment Request ......................................................... B-1
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENT AL INDENTURE made and entered into as of
1, 1993 (the "Frrst Supplemental Indenture") by and between BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION. a natlonal banking
association duly organized and existing under and by virtue of the laws of the United States of
America (the "Trustee") and the CITY OF SANTA MONICA, a municipal corporation and charter
city duly organized and existing under and by virtue of the Constitution and laws of the State of
Califorma (the "City");
WIT N E SSE T H:
WHEREAS. the City is a municipal corporation and charter city. duly organized and
existing under a freeholders' charter pursuant to which the City has the right and power to make
and enforce all laws and regulanons in respect to municipal affaIrS and certain other matters in
accordance with and as more particularly provided in sections 3, 5 and 7 of article XI of the
ConstItution of the State of California and section 400 of the Charter of the City;
WHEREAS, the City Council of the City, acting under and pursuant to the powers
reserved to the City under article XI of the Constitution of the State of California and section 400
of the Charter of the City. has enacted Chapter 6.5 of Article n of the Municipal Code of the City,
relating to revenue bonds, which incorporates, to the extent made applicable by the Law. as
hereinafter defmed, the Revenue Bond Law of 1941, being Chapter 6 of Division 2 of Title 5 of
the ('.:llifQrma Government Code. as enacted and as thereafter amended;
WHEREAS, the City now owns and operates facilities for the collection of sewage, waste
and storm water. includmg drainage. and has certain rights in facilities for the treatment and
disposal of sewage, waste and storm water,
WHEREAS, in order to fmance certain unprovements to SaId facilities, the City issued its
Wastewater Enterprise Revenue Bonds (Hyperion Project), 1991 Series A (the "1991 Series A
Bonds"), in the aggregate principal amount of $34,200,000;
WHEREAS, the 1991 Senes A Bonds were issued pursuant to an Indenture, dated as of
November 1, 1991 (the "Indenture"), by and between the Trustee and the City (capitahzed
undefined. tams used in these recitals shall have the meanings ascribed thereto in the Indenture);
WHEREAS, the City has determined that debt service savings can be achieved by
advance refunding the 1991 Series A Bonds;
WHEREAS, the Indenture provides that the City may, subject to the requirements of the
Law, by Supplemental Indenture establish one or more other Series of Bonds payable from
Revenues and the City may issue and the Trustee may authenticate and deliver, Bonds of any
Series so established, for the purpose of refunding any Bonds issued under the Indenture and then
Outstanding, but only upon compliance by the Cty with the provisions of the Indenture;
WHEREAS, in order to prOVide the moneys required to advance refund the 1991 Series A
Bonds, the CIty has authorized the issuance of its Wastewater Enterprise Revenue Bonds
(Hyperion Project) 1993 Refunding Series (the "1993 Series Bonds"), in an aggregate principal
amount of $
1
WHEREAS, in order to provide for the authentication and delivery of the 1993 Series
Bonds, to establish and declare the terms and conditions upon which the 1993 Series Bonds are to
be issued and secured and to secure the payment of the prinCIpal thereof, premium, if any, and
interest thereon, the CIty has authorized the execution and delivery of this First Supplemental
Indenture; and
WHEREAS, all acts and proceedings required by law necessary to make the 1993 Sooes
Bonds, when executed by the City, authenticated and delivered by the Trustee and duly issued, the
valid, binding and legal obligations of the City payable in accordance with their terms, and to
constitute this First Supplemental Indenture a valid and binding agreement of the parties hereto for
the uses and purposes herein set forth in accordance with its terms, have been done and taken, and
the execution and delivery of this First Supplemental Indenture have been in all respects duly
authorized;
NOW, THEREFORE, the parties to this First Supplemental Indenture agree that the
Indenture is amended by addIng thereto an additional Article as follows:
2
ARTICLE XU
THE 1993 SERIES BONDS
Section U.OI. Definitions. Unless the context otherwise requires, the terms defined
in thIs section shall for all purposes of this Article xn and, where used elsewhere herein (unless
otherwise defined in Section 1.01), for all purposes thereof. and of any certificate, opmion,
request or other document herein or therein mentioned have the meanings herein specified:
"Beneficial Owner" means, whenever used with respect to a 1993 Series Bond, the
person whose name is recorded as the beneficial owner of such 1993 Series Bond or a portion of
such 1993 Series Bond by a Participant on the records of such Panicipant or such person's
subrogee.
tfBook-Entry Bonds" means, whenever used with respect to 1993 Series Bonds, the
1993 Series Bonds registered in the name of the nominee of DTC, or any successor securities
depOSItory for the 1993 Series Bonds, as the registered owner thereof pursuant to the tc.HilS and
prOVisions of Sectlon 12.04.
"Cede & Co." means Cede & Co., the nominee of DTC. and any successor nominee of
DTC with respect to the 1993 Series Bonds.
"City RepresentativeU means the City Manager or the Finance Director of the City or
their respecnve designees (which deSIgnation is evidenced by a wnting delivered to the Trustee).
"Code" means the Internal Revenue Code of 1986 as in effect on the date of issuance of
the 1993 Series Bonds or (except as othenvise referenced herein) as It may be amended to apply to
obligations issued on the date of issuance of the 1993 Series Bonds, together with apphcab1e
temporary and final regulations promulgated under the Code.
"DTC" means, whenever used with respect to the 1993 Series Bonds, The Depository
Trust Company, a limited-purpose trust company organized under the laws of the State of New
York, and its successors as securities depository for the 1993 Senes Bonds including any such
successor appointed pursuant to Section 12.04.
"Escrow Agreement" means Escrow Agreement, dated as of
1, 1993, by and between the City and the Escrow Bank, as originally
executed or as it may from time to time be modIfied or amended in accordance with its lcI'IHS.
"Escrow Bank" means Bank of America National Trost and Savings Association, as
escrow bank under the Escrow Agreement, its successors and assigns.
"First Supplemental Indenture" means the First Supplemental Indenture, dated as of
1, 1993, by and between the Trustee and the City.
"1993 Series Bonds" means the $ principal amount of the
City of Santa Monica Wastewater Enterprise Revenue Bonds (Hyperion Project), 1993 Refunding
Series ISSUed pursuant hereto.
"1993 Series Expense Fund" means the fund by that name established pursuant to
Section 12.06.
3
It 1993 Series Sinking Fund Account" means the account by that name established
within the Pnncipal Fund pursuant to Section 12.08.
"Representation Lettert' means, whenever used WIth respect to the 1993 Senes Bonds,
the Letter of Representations from the City and the Trustee to DTC, or any successor securities
depOSItory for the 1993 Series Bonds, in which the City and the Trustee make certain
representatIons with respect to the 1993 Series Bonds, the payment with respect thereto and
delivery of notices with respect thereto.
Section 12.02. Terms of 1993 Series Bonds. A Series of Bonds is hereby
created and such Bonds are designated as the "City of Santa Monica Wastewater Enterprise
Revenue Bonds (Hyperion ProJect), 1993 Refunding Series". The aggregate principal amount of
1993 Series Bonds which may be issued and Outstandmg under this Indenture shall not exceed
dollars ($ ), except as may be otherwise provided in
Section 2.08.
The 1993 Series Bonds shall be initially issued registered in the name of "Cede & Co.," as
nominee of The Depository Trust Company, New York, New York, and shall be evidenced by one
1993 Series Bond maturing on each maturity date, to be in a denomination correspondmg to the
total principal designated to mature on such date. RegIstered ownership of the 1993 Series Bonds,
or any portion thereof, may not thereafter be transferred except as set forth in SectIon 12.04 of tins
Indenture.
The 1993 Series Bonds shall be issued as fully registered Bonds without coupons in the
denominatIon of $5,000 or any integral multiple thereof; provided that no 1993 Series Bond shall
have principal maturing on more than one principal maturity date. The 1993 Series Bonds shall be
dated as of . 1993 and shall accrue mterest from such date. The 1993 Series Bonds
shan mature on January 1. on the following dates and in the followmg amounts and shall bear
interest at the following rates per annum payable on July 1, 1994 and semiannually thereafter on
January 1 and July 1 in each year, calculated on the basis of a 360-day year conslsnng of twelve
30-day consecutive months:
Maturity Date
January 1
PrIncipal
Amount
Interest
Rate
1994
1995
1996
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2011
$
%
The 1993 Senes Bonds are hereby designated Current Interest Bonds.
4
The 1993 Series Bonds maturing by theIr tenus on or prior to January 1,20_ are hereby
designated Serial Bonds, and the 1993 Series Bonds maturing by their terms on January 1. 20_
are hereby designated Tenn Bonds.
The principal of and premium, if any~ on the 1993 Series Bonds shall be payable in lawful
money of the United States of America to the Owner thereof, upon the surrender thereof at the
principal cOIporate trust office of the Trustee, in Los Angeles, California. The interest on the 1993
Series Bonds shall be payable in like lawful money to the person whose name appears on the bond
regIstration books of the Trustee as the Owner thereof as of the close of business on the 15th day
of the month immediately preceding an interest payment date, whether or not such day is a
Business Day, such interest to be paid by check maI.led to such Owner at such address as appears
on such registration books or at such address as he may have fIled with the Trustee for that
purpose.
Each 1993 Series Bond shall bear interest from the interest payment date next preceding the
date of authentication thereof unless it is authenticated as of a day during the period from the 16th
day of the month next preceding any interest payment date to the interest payment date~ inclusive,
in which event it shall bear mterest from such interest payment date. or unless it is authenticated on
or before 15, 1993, in which event it shall bear interest from 1. 1993;
provided. however, that if, at the time of authentication of any 1993 Series Bond. interest is in
default on Outstanding Bonds, such Bond shall bear interest from the interest payment date to
which interest has previously been paid or made available for payment on the Outstandmg Bonds
and shall be payable to the Owners thereof of record as of a special date as shall be established by
the Trustee following such default.
Only such of the 1993 Series Bonds as shall bear thereon a certificate of authentication in
the form herein recited, executed by the Trustee, shall be valid or obligatory for any purpose or
entitled to the benefits of this Indenture, and such certificate of the Trustee shall be conclusive
evidence that the 1993 Series Bonds so authentIcated have been duly authenticated and delivered
hereunder and are entitled to the benefits of this Indenture.
The 1993 Series Bonds shall be subject to redemption as provided in Section 12.07.
The Trustee shall assign each 1993 Series Bond authenticated and registered by it a
distInctive letter. or number, or letter and number. and shall mamtain a record thereof which shall
be available to the City for inspection.
(c) The City has reviewed all proceedings heretofore taken relative to the authorization
of the 1993 Series Bonds and has found, as a result of such review, that all conditions. things and
acts required by law to exist. happen or be performed precedent to and in the issuance of the 1993
Series Bonds do exist, have happened and have been performed in due time. form and manner as
required by law, and the City is authorized. pursuant to each and every requirement of law, to
issue the 1993 Series Bonds in the manner and form provided in this Indenture.
Section 12.03. Form of 1993 Series Bonds. The 1993 Series Bonds and the
Trustee's certificates of authentication and registration and the form of assignment to appear
thereon shall be in substantially the forms set forth in Exhibit A attached to this FIrst Supplemental
Indenture. with necessary or appropriate variations, omissions and insertions as permitted or
required by this Indenture, including placement of a portion of the fonn of the Series 1993 Bond
on the reverse side thereof.
Section 12.04. Book.Entrv 1993 Series Bonds. (a) Except as provided in
subparagraph (c) of this Section 12.04, the registered Owner of all of the 1993 Series Bonds shall
be DTC and the 1993 Series Bonds shall be registered in the name of Cede & Co., as nominee for
5
DTC. NotwIthstanding anything to the contrary contained in this Indenture, payment of
semiannual interest with respect to any 1993 Series Bond registered as of each record date in the
name of Cede & Co. shall be made by WIre transfer of the same-day funds to the account of Cede
& Co. on the Payment Date for the Series 1993 Bonds at the address indicated on the record date
or special record date for Cede & Co. in the Bond register or as otherwise provided in the
Representation Letter.
(b) The 1993 Series Bonds shall be initially issued in the fonn of separate single fully
regIstered 1993 Series Bonds in the amount of each separate stated maturity of the 1993 Series
Bonds. Upon initial issuance, the ownership of such 1993 Series Bonds shall be registered in the
Bond register m the name of Cede & Co., as nominee of DTC. The Trustee and the City may treat
DTC (or its nominee) as to the sole and exclusive Owner of the 1993 Series Bonds registered in its
name for the purposes of payment of the Bond Obligation, prepayment price or interest with
respect to the 1993 Series Bonds, selecting the 1993 Series Bonds or portions thereof to be
prepaid, giving any notice pernutted or required to be given to Owners of 1993 Series Bonds under
this Indenture, registering the transfer of 1993 Series Bonds, obtaining any consent or other action
to be taken by Owners of 1993 Series Bonds and for all other purposes whatsoever, and neither
the Trustee nor the City shall be affected by any notice to the contrary. Neither the Trustee nor the
CIty shall have any responsibility or obligation to any Participant, any person claiming a beneficial
ownership interest in the 1993 Series Bonds under or through DTC or any Participant, or any other
person which is not shown on the Bond register of the Trustee as being an Owner, with respect to
the accuracy of any records maintained by DTC or any PartIcipant; the payment by DTC or any
ParticIpant of any amount in respect of the Bond Obligation, prepayment price or mterest with
respect to the 1993 Series Bonds; any notice which is permitted or required to be given to Owners
of 1993 Series Bonds under this Indenture; the se1ecuon by DTC or any Participant of any person
to receive payment in the event of a partial prepayment of the 1993 Series Bonds; or any consent
given or other action taken by DTC as Owner of 1993 Series Bonds. The Trustee shall pay all
Bond ObhgatLOn, premium, if any, and mterest with respect to the 1993 Series Bonds, only to
DTC, and all such payments shall be valId and effective to fully satisfy and discharge the City's
obligations WIth respect to the Bond Obligation, premium. if any, and interest with respect to the
1993 Senes Bonds to the extent of the sum or sums so paid. Except under the conditions of
subparagraph (c) below, no person other than DTC shall receive an executed 1993 Series Bond for
each separate stated matunty. Upon delivery by DTC to the Trustee of written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., and subject to the
provIsions herein with respect to record dates, the term "Cede & Co." in tlus Indenture shall refer
to such new nominee of DTC.
(c) In the event (1) DTC, including any successor as securitIes depository for the 1993
Series Bonds, detennines not to continue to act as securities depository for the 1993 Series Bonds,
or (n) the City determines that the lDcumbent securities depository shall no longer so act, and
delIvers a written certificate to the Trustee to that effect, then the City will discontinue the
book -entry system with the incumbent securities depoSItory for the 1993 Series Bonds. If the Gty
determines to replace the incumbent securities depository for the 1993 Series Bonds with another
qualIfied securities depository, the City shall prepare or direct the preparation of a new single,
separate fully registered 1993 Series Bond for the aggregate outstanding principal amount of 1993
Senes Bonds of each maturity, registered in the name of such successor or substitute qualified
securilles depository, or its nominee, or make such other arrangement acceptable to the CIty, the
Trustee and the successor securities depository for the 1993 Series Bonds as are not mconsistent
with the terms of this Indenture. If the City fails to identify another qualified successor securities
depository of the 1993 Series Bonds to replace the incumbent securities depository, then the 1993
Series Bonds shall no longer be restricted to being registered in the Bond register in the name of
the incumbent securities depository or its nominee, but shall be registered in whatever name or
names the incumbent securities depository for the 1993 Series Bonds, or its nominee, shall
designate. In such event the Trustee shall authenticate and deliver a sufficient quantity of 1993
6
Series Bonds as to carry out the transfers and exchanges provided in this Section and Sections
2.04. 2.05 and 2.08. All such 1993 Series Bonds shall be in fully registered form in
denominations authorized by this Indenture.
(d) Notwithstanding any other provision of this Indenture to the contrary. so long as
any 1993 Series Bond is registered in the name of DTC, or its nominee, all payments with respect
to the Bond Obligation, premium. if any. and interest with respect to such 1993 Series Bond and
all notices with respect to such 1993 Series Bond shall be made and gIven. respectively. as
provided m the Representation Letter.
(e) In connection with any notice or other communication to be provided to Owners of
Book-Entry Bonds pursuant to this Indentw'e by the City or the Trustee with respect to any consent
or other action to be taken by Owners, the City or the Trustee, as the case may be, shall establish a
record date for such consent or other action and give DTC notice of such record date not less than
15 calendar days in advance of such record date to the extent possible.
Section 12.05. Issuance of 1993 Series Bonds. At any time after the execution
of this First Supplemental Indenture, the City may sell and execute and the Trustee may
authenticate and, upon a Written Request or Certificate of the CIty, deliver 1993 Senes Bonds in
the aggregate prinCIpal amount of dollars ($ ).
Section 12.06. A~!llieation of Proceeds of 1993 Series Bonds: Transfers.
(a) The proceeds received from the sale of the 1993 Series Bonds shall be deposited with the
Trustee, who shall forthwith set aside such proceeds in the following respective funds:
(1) The Trustee shall deposit in the Interest Fund. established pursuant to
Section 5.03, the amount of dollars ($ ).
representing accrued interest received on the 1991 Senes A Bonds.
(2) The Trustee shall transfer to the Escrow Bank for deposit in the Escrow
Fund established under the Escrow Agreement an amount equal to $
(3) The Trustee shall deposit in a separate fund to be known as the "1993 Series
Expenses Fund", which the Trustee hereby agrees to establish and maintain. an amount
equal to $ . The money in the 1993 Series Expenses Fund shall be used and
dIsbursed in the manner provided herein for the purpose of paying all Costs of Issuance
incidental to or connected with the Issuance of the 1993 Series Bonds (or for making
reimbursements to the City or any other person, rum or corporation for such Costs of
Issuance theretofore paid by him or it). Any balance of money remaining in the 1993
Series Expenses Fund on June I, 1994 shall be transferred by the Trustee to the Interest
Fund. Before any payment is made by the Trustee to pay Costs of Issuance from the 1993
Series Expenses Fund, the CIty shall cause to be fIled with the Trustee a Payment Request
substantially in the form attached as Exhibit B to this First Supplemental Indenture. Upon
receipt of each such Payment Request, the Trustee will pay the amounts set forth in such
Payment Request as directed by the tenus thereof. The Trustee need not make any such
payment if it has received notice of any lien. right to lien or attachment upo~ or c1a.un
affecting the right to receive payment of. any of the moneys to be so paid. which has not
been released or will not be released simultaneously with such payment
(b) The Trustee shall forthwith upon the issuance of the Series 1993 Bonds transfer from
the 1991 A Reserve Account to the 1993 Series Reserve Account established pursuant to Section
12.09. $ . an amount equal to the Required Reserve.
7
Section 12.07. Terms of Redemntion of the 1993 Series Bonds. (a) The City
shall have the right, on any date, to redeem the 1993 Series Bonds, as a whole, or in part by lot
withIn each maturity so that Annual Debt Service for all years in which 1993 Series Bonds shall
mature after such redemption shall be as nearly equal as practical, from proceeds of insurance or
proceeds of eminent domain proceedings, upon the terms and conditions of, and as provided for
in, Secnons 6.06 and 6.12, respectively, at the principal amount thereof and accrued interest
thereon to the date fixed for redemption, without premium.
(b) 1993 Series Bonds due on or after January 1, _ shall be subject to redemption
prior to their respective stated maturities, at the option of the City, from and to the extent of any
source of available funds, as a whole on any date on or after January 1, _, or in part on any
interest payment date on or after January 1, _ of such maturities or portions of maturities and
of such tenor as shall be determined by the City if less than all of the 1993 Series Bonds are to be
called for prior redemption and by lot within any such maturity and tenor if less than all of the 1993
Series Bonds of such maturity and tenor be redeemed, at the principal amount thereof and accrued
interest thereon to the date fIxed for redemption, plus a premIum (expressed as a percentage of
such principal amount) as set forth in the following schedules:
Bonds Redeemed
on or after
Januwy 1
and prior to
J anuarv 1
Premium
2%
1%
0%
(c) 1993 Series Term Bonds maturing on January 1, 20_ and payable from the 1993
Senes Sinking Fund Account, are further subject to redempnon prior to their respective stated
maturities, from the 1993 Series Sinking Fund Account, on each January 1 on or after January 1.
20_, and by lot within any such maturity if less than all of the 1993 Series Bonds of such maturity
and tenor be redeemed, upon payment of the principal amount thereof and accrued interest thereon
to the date fixed for redemption, without premium, but only in amounts equal to, and in accordance
with, the schedule of the principal amounts of 1993 Series Bonds to be redeemed in each such year
from said 1993 Series Sinking Fund Account, as set forth in Section 12.08.
Section 12.08. 1993 Series Sinking Fund Account. The Trustee shall establish
and hold within the Principal Fund a 1993 Senes Sinking Fund Account, which the City hereby
covenants and agrees to cause to be maintained, for payment of the principal of the Term 1993
Series Bonds. The Trustee, on or before the fIfth Busmess Day preceding January 1 of each year
(commencing on or before the fIfth Business Day preceding January 1, 20...), shall depOSIt in the
1993 Senes Smking Fund Account from the Principal Fund moneys in an amount which shall be
suffiCient to call and redeem or to pay at maturity, as the case may be, the pnncipal of Term 1993
Series Bonds in the following respective principal amounts on the next succeeding January 1 in
each of the following years:
8
January 1
Principal Amount of
1991 Series A Term Bonds
to be Retired
* Maturity
If Term 1993 Series Bonds shall have previously been redeemed or purchased by or on
behalf of the City and delivered to the Trustee for cancellation in excess of the pnnClpal amount of
the Term 1993 Series Bonds identified in the preceding paragraph there shall be deemed to have
been a reductIon of the remaining amounts stated in the preceding paragraph on a Proportionate
Basis. The City hereby covenants and agrees with the Owners of the 1993 Series Bonds to call
and redeem 1993 Series Bonds from the 1993 Series Sinking Fund Account pursuant to this
Section 12.08 and pursuant to Section 12.07(c), on January 1 in each of the years, and in the
amounts, stated in the precedmg paragraph.
Section 12.09. 1993 Series Reserve Account. The Trustee shall establish and
hold within the Bond Reserve Fund a 1993 Series Reserve Account with respect to the 1993 Series
Bonds, wluch shall be maintained an applied in accordance with Section 5.03 (c).
Section 12.10. Redemption Fund. The Trustee shall deposit in the Redemption
Fund amounts received by the Trustee at least one day before the redemption date wluch are to be
applied to the redemption of 1993 Series Bonds pursuant to Section 12.07(a) and Section
12.07(b). Moneys in the Redemption Fund shall be used to pay the principal and premium, if any,
of Bonds redeemed pursuant to Section 12.07(a) and Section 12.07(b).
Section 12.11. Tax Covenants. (a) Private Activity Bond Limitation. The City
shall assure that the proceeds of the 1993 Series Bonds are not so used as to cause the 1993 Series
Bonds to satisfy the private business tests of Section 141{b) of the Code or the private loan
financing test of SectIon 141 (c) of the Code.
(b) Private Loan Financing Limitation. The City shall assure that proceeds of the 1993
Series Bonds are not so used as to cause the 1993 Series Bonds to satisfy the private loan
financing test of Section 141 (c) of the Code.
(c) Federal Guarantee Prohibltion. The City shall not take any action or pt::fliilt or suffer
any action to be taken if the result of the same would be to cause any of the 1993 Series Bonds to
be "Federally guaranteed" within the meaning of Section 149(b) of the Code.
(d) MaintelUlnce of Tax-Exemption. The City shall take all action necessary to assure the
exclusion of interest with respect to the 1993 Series Bonds from gross income of the Owners of
the 1993 Series Bonds to the same extent as such interest is permitted to be excluded from gross
income under the Code as in effect on the date of issuance of the 1993 Series Bonds.
9
(e) Rebate. The City will assure compliance with requirements for rebate of excess
investment earnings to the federal government in accordance with Section 148(f) of the Code. to
the extent applicable.
Section 12.12. Effective Date of First Sunnlemental Indenture. ThIs First
Supplemental Indenture shall take effect upon its execution and delivery.
Section 12.13. Execution in Counter!lart!il. This First Supplemental Indenture
may be executed in several counterparts, each of which shall be deemed an original. and all of
which shall constitute but one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this First Supplemental
Indenn.rre by their officers thereunto duly authorized as of the day and year first written above.
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION, as Trustee
By
CITY OF SANTA MONICA
By
(Seal)
ATTEST:
10
EXHIBIT A
FORM OF 1993 SERIES BOND
$
No.
CITY OF SANTA MONICA
WASTEWATER ENlERPRISE REVENUE BOND
(HYPERION PROJECI)
1993 REFUNDING SERIES
DA1E.DDAlE
INTEREST RATE
MATIJRITY DATE
CUSIP NO.
REGISTERED OWNER:
PRINCIPAL SUM:
The CTIY OF SANTA MONICA, a municipal corporation and charter city, duly organized
and existing under and by virtue of the Constitution and laws of the State of California (herein
called the "City"), for value received, hereby promises to pay, but only out of the Revenues (as
such term IS defmed in the Indenture hereinafter referred to). to the registered owner set forth
above, or registered assigns, on the maturity date set forth above (subject to any right of prior
redemption hereinafter provided for), the principal sum set forth above in lawful money of the
United States of America, and to pay, but only out of Revenues, interest thereon in like lawful
money from the interest payment date next preceding the date of authentication of this Bond (unless
thIS Bond is authenticated as of a day during the period from the 16th day of the month next
preceding any interest payment date to and including such interest payment date, in which event it
shall bear interest from such interest payment date, or unless this Bond is authenticated on or
before _ 15, 1993, in which event it shall bear interest from 1, 1993) until payment
of such prinCIpal sum, at the interest rate per annum stated above, payable on January 1, 1994 and
semiannually thereafter on January 1 and July 1 in each year. The principal (or redemption pnce)
hereof is payable to the registered owner hereof upon the surrender hereof at the principal corporate
trUst office of Bank of America National Trust and Savings Association (herein, together with any
successor as trustee under the Indenture, called the "Trustee"), in Los Angeles, CalifornIa. The
interest hereon is payable to the person whose name appears on the bond regIstration books of the
Trustee as the regIstered owner hereof as of the close of business on the 15th day of the month
immedIately preceding an interest payment date, whether or not such day is a business day, such
interest to be paid. except as provided m the Indenture, by check mailed to such registered owner at
his address as it appears on such registration books. Interest on this Bond shall be calculated on
the basis of a 36O-day year comprised of twelve consecutive 30-day months.
This Bond is one of a duly authorized issue of revenue bonds of the City designated as the
"CIty of Santa Monica Wastewater EnteIprise Revenue Bonds" (herein called the "Bonds"), of the
series and designation indicated on the face hereof (herein called the "1993 Series Bonds"). Said
issue of Bonds is not limited in aggregate principal amount and consists or may consist of one or
more series of varying denominations, dates, maturities, interest rates and other provisions, all
ISSUed and to be issued under and pursuant to the provisions of the Charter of the City, the Santa
Maruca Revenue Bond Act (being Chapter 6.5 of Article II of the Santa Monica Municipal Code)
and all laws of the State of CalIfornia supplemental thereto. including the Revenue Bond Law of
Exhibit A-I
1941 to the extent made applicable by said Charter and said Santa Monica Revenue Bond Act
(herein collectIvely called the "Law"), and pursuant to an Indenture, dated as of November 1,
1991, between the Trustee and the City, as supplemented and amended by a First Supplemental
Indenture, dated as of , 1993, between the Trustee and the City (herein,
together with any supplements or amendments thereto, called the "Indenture"). Reference is
hereby made to the Indenture (a copy of whIch is on file at the principal corporate trust office of the
Trustee in Los Angeles, Califorma) and to the Law for a description of the terms on which the
Bonds are issued, the provisions with regard to the nature and extent of the Revenues and the
rights thereunder (and linutations thereon) of the registered owners of the Bonds and the rights,
duties and mununitIes of the Trustee and the rights and obligations of the City thereunder; and all
the terms of the Indenture and the Law are hereby incorporated herein and constitute a contract
between the City and the registered owner of this Bond, and to all the provisions thereof the owner
of thIs Bond, by his acceptance hereof, consents and agrees. Each owner hereof shall have
recourse to all of the provisions of the Law and the Indenture and shall be bound by all of the t.cnns
and conditions thereof.
The City has previously issued a senes of Bonds designated the 1991 Series A Bonds to
provide funds for the improvement of the Enterprise, winch consists of the municipal wastewater
collectIon, treatment and dIsposal system of the City, including the City's interest in the Hyperion
Plant (as such term is defined in the Indenture) pursuant to the Hyperion Agreement (as such term
is defmed in the Indenture). The 1993 Series Bonds are issued to provide funds to advance refund
the 1991 Series A Bonds.
All Revenues and any other amounts (including proceeds of the sale of the Bonds) held by
the Trustee in any fund or account established under the Indenture (other than amounts on deposit
in the Rebate Fund created pursuant to the Indenture) are irrevocably pledged to the payment of the
interest on and prinCIpal of the Bonds, as provided m the Indenture, and the Revenues shall not be
used for any other purpose while any of the Bonds remain outstanding; provided, however, that
out of the Revenues and other moneys there may be applied such sums for such purposes as are
perrmtted under the Indenture. Said pledge constitutes a flISt pledge of and charge and lien upon
the Revenues and all other amounts held by the Trustee in the funds and accounts established under
the Indenture (other than amounts on deposit in said Rebate Fund) for the payment of the interest
on and principal of the Bonds in accordance with the terms hereof and of the Indenture. Additional
series of Bonds payable from the Revenues may be issued on a parity with the 1993 Series Bonds,
but only subject to the conditIons and limitations contained in the Indenture.
The Bonds are special obligations of the City payable solely from the Revenues and other
amounts held by the Trustee, and the City IS not obl1gated to pay them except from the Revenues,
and other amounts held by the Trustee. The General Fund of the Clty is not hable, and the credit
or taxing power of the City is not pledged, for the payment of the Bonds or their interest. The
Bonds are not a debt of the City nor a legal or equitable pledge, charge, lien or encumbrance upon
any of the property of the CIty or any of its income, receIpts or revenues, except the Revenues, and
other amounts held by the Trustee. The owner hereof has no right to compel the exercise of any
taxing power of the City.
The City shall have the right, on any date, to redeem the 1993 Series Bonds, as a whole, or
in part by lot within each matunty so that Annual Debt Service (as defined in the Indenture) for all
years m which 1993 Series Bonds shall mature after such redemption shall be as nearly equal as
practical, from proceeds of insurance or proceeds of eminent domain proceedings, upon the terms
and conditions of, and as provided for in, the Indenture, at the principal amount thereof and
accrued interest thereon to the date fIXed for redemption, without premium.
1993 Series Bonds due on or after January 1, 20_ shall be subject to redemption
prior to their respective stated maturities, at the option of the City, from and to the extent of any
Exhibit A-2
source of available funds, as a whole on any date on or after January 1, 20 . or in part on
any interest payment date on or after January I, 20 of such maturities or portions of
maturities and of such tenor as shall be determined by the CIty if less than all of the 1993 Series
Bonds are to be called for pnor redempnon and by lot within any such maturity and tenor 1f less
than all of the 1993 Series Bonds of such matunty and tenor be redeemed, at the principal amount
thereof and accrued mterest thereon to the date fixed for redempuon, plus a premium (expressed as
a percentage of such prinCIpal amount) as set forth in the following schedules:
Bonds Redeemed
and prior to
January 1
on or after
January I
Premium
2%
1%
0%
1993 Series Bonds maturing on January 1, 20_ are funher subJect to redemption prior to
their respective stated maturities, from the 1993 Series Sinking Fund Account established under the
Indenture, on each January 1 on or after January 1, 20_, and by lot within any such maturity if
less than all of the 1993 Series Bonds of such maturity and tenor be redeemed, upon payment of
the prinCIpal amount thereof and accrued interest thereon to the date fixed for redemption, without
premium, but only in amounts equal to, and in accordance with, the schedule of the principal
amounts of 1993 Series Bonds to be redeemed in each such year from said 1993 Series Smking
Fund Account, as set forth in the Indenture.
As provided in the Indenture, notice of redemption shall be mailed, not less than 30 nor
more than 60 days prior to the redemption date, to the registered owner of this Bond.
If this Bond is called for redemption and payment is duly provided therefor as specified in
the Indenture, interest shall cease to accrue hereon from and after the date fixed for redemption.
The 1993 Series Bonds are Issuable as fully registered Bonds without coupons in the
denomination of $5,000 or any integral multiple thereof; provided that no 1993 Series Bond shall
have the principal maturing on more than one principal payment date.
Subject to the limitations and conditions and upon payment of the charges, if any, as
provided in the Indenture, 1993 Series Bonds may be exchanged at the principal corporate trust
office of the Trustee in Los Angeles, Cahfomia, for a like aggregate pnncipal amount of 1993
Series Bonds of the same tenor and maturity of other authorized denominations. TIus Bond IS
transferable by the registered owner hereof, in person or by his attorney duly authorized in writing,
at the principal corporate trust office of the Trustee in Los Angeles, California, but only in the
manner, subject to the limitations and upon payment of the charges provided in the Indenture, and
upon surrender and cancellation of this Bond. Upon such transfer a new fully registered Bond or
Bonds, of authorized denomination or denominations and of the same series and tenor, for the
same aggregate prinCipal amount will be issued to the transferee in exchange herefor. The Trustee
is not required to transfer or exchange (i) any 1993 Senes Bond dunng the period conunencing on
the date fifteen days poor to the date the Trustee selects 1993 Series Bonds for redemption and
ending on such date of selection, or (ii) any 1993 Series Bond selected for redemption.
The City and the Trustee may treat the registered owner hereof as the absolute owner hereof
for all purposes, and the City and the Trustee shall not be affected by any notice to the contrary.
The rights and obligations of the City and the owners of the Bonds may be modified or
amended at any time in the manner, to the extent and upon the tenns provided in the Indenture, but
no such modification or amendment shall (1) extend the fixed maturity of this Bond, or extend the
ExhibitA-3
time for makmg any minimum sinking fund account payments with respect hereto, or reduce the
rate of interest hereon or extend the time of payment of interest. or reduce the amount of principal
hereof or reduce any premium payable upon the redemption hereof. without the consent of the
owner hereof, or (2) reduce the percentage of Bonds the consent of the registered owners of which
is required for the amendment or modification of the Indenture; all as more fully set forth in the
Indenture.
It IS hereby certified that all of the conditions, thing and acts required to exist, to have
happened or to have been performed precedent to and in the issuance of this Bond do exist, have
happened or have been performed in due and regular time, fonn and manner as required by the
Law and the laws of the State of California, and that the amount of this Bond, together with all
other obligations of the City, does not exceed any limit prescribed by the Law or any laws of the
State of California. and is not in excess of the amount of Bonds permitted to be issued under the
Indenture.
This Bond shall not be entitled to any benefit under the Indenture, or become valid or
obligatory for any purpose, until the certificate of authentication and registration hereon endorsed
shall have been signed by the Trustee.
IN WITNESS WHEREOF, the City of Santa Monica has caused this Bond to be executed
on Its behalf under the offiCIal seal of said City or a facsimile thereof, signed by the manual or
facsinule signatures of its Mayor and attested by the manual or facsimile signature of the City
Clerk, all as of 1, 1993.
CITY OF SANTA MONICA
Mayor
(Seal)
Attest
City Clerk
Exhibit A-4
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON 1993 SERIES BOND]
This Bond IS one of the Bonds described in the within-mentioned Indenture, which has
been authentlcated and registered on the date set forth below.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION. as Trustee
By
Authorized Officer
[FORM OF ASSIGNMENT]
For value received the undersigned do(es) hereby sell, assign and transfer unto the within-
mentioned Registered Bond and hereby irrevocably constitute(s) and appoint(s) attorney, to
transfer the same on the books of the Trustee with full power of substitution in the premises.
Dated:
SIGNATURE GUARANTEED BY:
NOTICE: Signature must be guaranteed by a member fmn of the New York Stock
Exchange or a commercIal bank or trust company.
Exhibit A-5
EXHffiIT B
FORM OF PAYMENT REQUEST
Payment Request No.
Pertaining To Payment or Costs Of Issuance
City of Santa Monica
Wastewater Enterprise Revenue Bonds
(Hyperion Project)
1993 Refunding Series
To:
You are hereby requested to pay from the 1993 Series Expense Fund established by the
Indenture. dated as of November 1. 1991, by and between the City of Santa Monica (the "City")
and Bank of America National Trust and Savings AssoCIation, as Trustee (the "Trustee"), as
supplemented by the Fust Supplemental Indenture, dated as of , 1993, by
and between the City and the Trustee (as so supplemented, the "Indenture"), to the person or
corporation designated, the Costs of Issuance described below. The amount of the obligation
shown below is a Cost of Issuance. has been properly incurred and is a proper charge against the
1993 Series Expense Fund and has not been the basis of any previous disbursement. All
capltali7.ed terms not otherwise defined herem shall have the meanings set forth in the Indenture.
Payee:
Payee's address:
Amount:
Description of Cost of Issuance:
A duphcate original of Payee's statement is attached.
I hereby certify that no Event of Default has occurred and is continuing.
I further certify that I am an authorized City Representative.h
Date:
By:
TItle:
Exhibit B-1
2919~ c.4
JHHV.' GH I...
Isk
; :-I/J~ty:;
. . '-:J3:::j~
~ :!-'] 3.':;.3
FIRST SUPPLE~IENT AL
INDENTURE
by and between
BANK OF AMERICA NATIONAL TRUST
AND SA VINGS ASSOCIATION, AS TRUSTEE
and the
CITY OF SA NT A MONICA
RELATING TO THE CITY OF SANTA MO!'\ICA
\V ASTE\V ATER ENTERPRISE REVENlJE BONDS
(HYPERION PROJECT)
1993 REFUNDING SERIES
Dated as of December 1, 1993
z
~
SectIon 1201
Secnan 12 02.
SectlOn 1203
Sectlon 12 04.
SectIOn 12 05.
Secnon 1206.
SectIon 12.07.
SectIOn 1208
SectIOn 12.09.
Sedlon 12.10
SectIon 12.11.
Sectlan 12 12.
SectIon 12 13
Sectlon 12.14
Secnon 12 15
Sectlan 12 16
Sectlon 12.17
Sectlon 12.18
SectIOn 12 19
SectIOn 12 20
Sectlon 1221
SectIOn 12 22
EXHIBIT A
EXHIBIT B
T ABLE OF CONTENTS
Pal!:e
ARTICLE XU
TIlE 1993 SERIES Bo:t..;ns
DefirutIons . . . ....... . .. . ... .. . ... .... . .. . ... , . . 3
Terms of 1993 Senes Bonds.... ... ....... ...... .... 5
Form of 1993 Senes Bonds .. . . .. . . . ...... .. .. .7
Book-Entry 1993 Senes Bonds .. .. ...... .... ........... 7
Issuance of 1993 Senes Bonds. .. .. __ . ... . .. . ........ . .. . .... .. g
ApplIcatIon of Proceeds of 1993 Senes Bonds; Transfers . .. ,9
Terms of RedemptIon of the 1993 Senes Bonds 9
1993 Senes Smkmg Fund Account.. 10
1993 Senes Reserve Account . .. .. 14
RedemptIOn Fund .. . . .... ... .. . 14
Tax Covenants. . . . .. .. 14
Consent of AMBAC IndemnIty
NotIces to be GIven to AMBAC Indemmty
Valuatlon of Investments.. ........ ......
Payment By AMBAC IndemnIty Not ConsIdered PaId..
Payment Procedure Pursuant to 1993 Series Bond Insurance Polley
Trustee-Related PrOVISIOns.. ......... . .. ........ . ..
Interested Parnes. . .. . ......, ... ...
Amendment to SectIon 5 05 .........
Terms of 1993 Senes Bonds Subject to the Indenture
Effecuve Date of FIrst Supplemental Indenture .
ExecutIOn m Counterparts. .. . ... ... .. . ..
Form of 1993 Senes Bond
Form of Payment Request . ... ......... .
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17
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lR
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A-I
. .B-]
FIRST SUPPLEMENTAL INDENTURE
THIS FIRST SUPPLEMENTAL INDENTURE made and entered mto as of
December 1. 1993 (the "FIrst Supplemental Indenture") by and between BANK OF AMERICA
i\ATIO:--JAL TRUST AND SAVINGS ASSOCIATION, a natIOnal bankmg assoCIatIOn duly
orgamzed and existing under and by virtue of the laws of the Umted States of Amenca (the
"Trustee") and the CITY OF SANTA MONlCA. a mumclpal corporatIon and charter CIty duly
orgamzed and eXlstmg under and by vlftue of the ConStItutIOn and laws of the State of Cahforma
(the "CIty"),
WIT N E SSE T H:
WHEREAS, the Cuy IS a mumclpal corporatIOn and charter CIty, duly orgamzed and
exiSting under a freeholders' chaner pursuant to which the CIty has the nght and power to make
and enforce all laws and regulatIOns III respect to mumclpal affaIrS and certam other matters In
accordance with and as more partIcularly provided III sectIOns 3, 5 and 7 of artIcle XI of the
Consnruuon of the State of Cal1fonua and sectlOn 400 of the Chaner of the CIty,
WHEREAS, the Cuy CouncIl of the City. actmg under and pursuant to the powers
reserved to the Cny under article XI of the ConstItutIOn of the State of Cahforma and sectIOn 400
of the Charter of the CIty, has enacted Chapter 6 5 of ArtIcle II of the M umClpal Code of the CIty,
relatmg to revenue bonds, which incorporates, to the extent made apphcable by the Law. as
herem after defined, the Revenue Bond Law of ]941, bemg Chapter 6 of DIVIsIOn 2 of Tale 5 of
the Cahfonua Government Code. as enacted and as thereafter amended.
WHEREAS, the CIty now owns and operates faClhtIes for the collectIOn of sewage, waste
and storm water. Includmg dramage, and has certam nghts In faclhtles for the treatment and
dIsposal of sewage, waste and storm water:
\\'HEREAS, in order to fmance certam improvements to said facll1t1es. the CIty ISSUed 11S
Wastewater Enterpnse Revenue Bonds (Hypenon Project). 1991 Senes A (the <;199] Senes A
Bonds"). In the aggregate pnnclpal amount of $34,200,000;
WHEREAS, the ]99] Series A Bonds were Issued pursuant to an Indenture. dated as of
November 1, 1991 (the "Indenture"). by and between the Trustee and the CIty (capItalIzed
undefined terms used m these reCltals shall have the meanmgs ascnbed thereto m the Indenture):
WHEREAS, the CIty has deterrmned that debt service savIngs can be achieved by
advance refundmg the ]99] Senes A Bonds.
WHEREAS. the Indenture provIdes that the CIty may. subJect to the requirements of the
Law, by Supplemental Indenture establIsh one or more other Senes of Bonds payable from
Revenues and the City may Issue and the Trustee may authentIcate and delIver, Bonds of any
Senes so estabhshed. for the purpose of refundmg any Bonds Issued under the Indenture and then
Outstandmg, but only upon comphance by the City WIth the proVisIons of the Indenture.
WHEREAS, 10 order to proVIde the moneys reqUITed to advance refund the 1991 Senes A
Bonds. the City has authonzed the Issuance of ItS Wastewater Enterpnse Revenue Bonds
(Hypenon Project) ]993 Refundmg Senes (the <;]993 Senes Bonds"), In an aggregate pnnClpal
amount of $38,620,000,
WHEREAS, in order to provide for the authentIcatIon and delIvery of the 1993 Senes
Bonds, to establIsh and declare the terms and COndItIons upon whIch the 1993 Senes Bonds are to
be Issued and secured and to secure the payment of the pnnclpal thereof, prenuum, If any, and
Interest thereon, the Cay has authonzed the executIOn and delIvery of thiS FITst Supplemental
Indenture. and
WHEREAS, all acts and proceedmgs requued by law necessary to make the 1993 Senes
Bonds, when executed by the CIty, authentIcated and delIvered by the Trustee and duly Issued, the
valId, bIndmg and legal obligations of the CIty payable In accordance WIth theu terms. and to
consUtute thIS Fust Supplemental Indenture a valId and bmdmg agreement of the parnes hereto for
the uses and purposes herem set forth ill accordance WIth Its terms, have been done and taken. and
the execution and delIvery of thIS FlIst Supplemental Indenture have been In all respects duly
authonzed:
NOW, THEREFORE, the partIes to thIS FIrst Supplemental Indenture agree that the
Indenture 15 amended by addmg thereto an addmonal Arucle as follows
2
ARTICLE XII
THE 1993 SERIES BONDS
Section 12.01. Definitions. Unless the context otherWIse requITes, the terms defmed
m thIS sectIon shall for all purposes of thiS ArtIcle XII and, where used elsewhere herem (unless
Gt!-:::':~'...;~:;e def::i.ed ~:i. Se:::t:::::i. 1.01), for all purposes thereof, and of any certIfIcate, opmlOn.
request or other docwnent herem or therem mennoned have the meanmgs herell speclfied
"AMBAC Indemnit:v" meanSl AMBAC IndemnIty CorporatJ.on, a WIsconSin-dOmICIled
stock msurance company.
'~Beneficial Owner" means, whenever used WIth respect to a 1993 Senes Bond. the
person whose name IS recorded as the benefiCial owner of such 1993 Series Bond or a portIOn of
such 1993 Senes Bond by a PartlClpant on the records of such PartICIpant or such person' s
subrogee.
'~Book-Entry Bonds.' means. whenever used WIth respect to 1993 Senes Bonds, the
1993 Senes Bonds regIstered m the name of the nonunee of DTC, or any successor secunne<;
depOSItory for the 1993 Senes Bonds, as the regIstered owner thereof pursuant to the terms and
provlSlons of SectIOn 12 04.
"Cede & Co." means Cede & Co., the normnee of DTC. and any successor nommee of
DTC \\1th respect to the 1993 Senes Bonds.
'"City Representative" means the CIty Manager or the Fmance DIrector of the City or
thelT respecuve deSIgnees (WhICh deSIgnatIon IS eVIdenced by a vmnng delIVered to the Trustee)
"Code" means the Internal Revenue Code of 1986 as m effect on the date of Issuance of
the 1993 Senes Bonds or (except as otherwIse referenced herem) as It may be amended to apply to
oblIgatlOns Issued on the date of issuance of the 1993 Series Bonds, together WIth applicable
proposed. temporary and fmal regulanons promulgatedt and applIcable offiCIal publIc ,e:mdance
published, under the Code
"DTC" means, whenever used WIth respect to the 1993 Senes Bonds, The DepOSItory
Trust Company, a lImIted-purpose trust company orgaruzed under the laws of the State of New
York, and ItS successors as secunues depOSItory for the 1993 Senes Bonds mcludmg any such
successor appoInted pursuant to Section 12 04
"Escrow Agreement" means Escrow Agreement, dated as of December I, 1993. by
and between the CIty and the Escrow Bank, as ongmally executed or as It may from ume to ume be
modIfied or amended In accordance with its terms
"Escrow Bank" means Bank of Amenca NatIonal Trust and Savmgs ASSOCIatIOn. as
escrow bank. under the Escrow Agreement, Its successors and assigns
HFair Market Value" means the pnce at whIch a WIllIng buyer would purchase the
investment from a wIllIng seller m a bona fide, arm's length transactIon (determIned as of the date
the contract to purchase or sell the Investment becomes bIndIng) If the mvestment IS traded on an
establIshed secuntJ.es market (wIthm the meamng of sectIon 1273 of the Code) and, otherWIse. the
term "FaIT Market Value" means the acqmsltIon pnce m a bona fide arm's length transactIon (as
3
referenced above) If (I) the Investment IS a certIficate of depOSIt that IS acqmred m accordance wIth
applIcable regulatIOns under the Code. (n) the Investment is an agreement WIth specIfIcally
negotIated wIthdrawal or reInvestment proVISIOns and a speCIfically negotIated Interest rate (for
example. a guaranteed Investment contract. a forward supply contract or other Investment
agreement) that IS acqurred 10 accordance wah applIcable regulatIOns under the Code, or (m) the
Investment IS a Umted States Treasury Securay--State and Local Government Senes that IS
acqmred In accordance ,^-1th applIcable regulatIOns of the Uruted States Bureau of PublIc Debt
"First Supplemental Indenture" means the Frrst Supplemental Indenture. dated as of
De<.ember 1, 1993. by and between the Trustee and the Cay
"1993 Series Bond Insurance Policy" means the mumClpal bond msurance polIcy
Issued by AMBAC IndemnIty Insurin,g the payment, when due, of the pnncIpal of and Interest on
the 1993 Senes Bonds as prOVIded therem
"1993 Series Bonds" means the $3g,620,000 pnnclpal amount of the Cay of Santa
MOnIca Wastewater Enterpnse Revenue Bonds (Hypenon ProJect). 1993 Refundmg Senes Issued
pursuant hereto.
"1993 Series Expense Fund" means the fund by that name establIshed pursuant to
SectIOn 12 06.
"1993 Series Sinking Fund Account" means the account by that name establIshed
WIthIn the Pnnclpal Fund pursuant to Section 12 08.
"Permitted Investments" means the follOWIng. but only to the extent that the same are
acqmred at Farr Market Value
(a) cash (Insured at all tImes by the Federal DepOSIt Insurance CorporatIon or otherWIse
collateralized WIth oblIgatIons described m paragraph (b) below),
(b) direct obligations of (mcludmg oblIgatIons Issued or held In book entry form on the
books of) the Department of the Treasury of the U rnted States of Amenca;
(c) oblIgations of any of the followmg federal agencIes whIch oblIgatIOns represent full
faIth and credIt of the United States of Amenca, mc1udmg. (1) Export- Import Bank: (ll) Farmers
Home AdnnmstratIon. (m) General ServIces AdrmmstratIOn; (IV) U S. MarltIme AdrmmstratIOn,
(v) Small BUSIness AdmimstratIon; (VI) Government NatIOnal Mortgage ASSOCIatIon (GNMA).
(Vll) U S Department of HOUSIng & Urban Development (DHA's). and (Vill) Federal Housmg
AdrrurnstratIon;
(d) senior debt oblIgatIons rated "AAA" by S&P and "Aaa" by Moody's Issued by the
Federal NatIonal Mortgage ASSOCIatIon or the Federal Home Loan Mortgage CorporatIon WIth
remaIrung matuntles not exceedmg three years,
(e) U.S dollar denonnnated deposit accounts, federal funds and banker's acceptances WIth
domestIc commerCial banks which have a ratIng on theIr short term certIfIcates of depOSIt on the
date of purchase of "A-I" or "A-l +" by S&P and "P-}" by Moody's and matunng no more than
360 days after the date of purchase (ratIngs on holdmg companies are not conSIdered as the raung
of the bank).
4
(f) commercial paper whIch IS rated at the tIme of purchase m the sIngle hIghest
claSSIfIcatIOn. "A-l +" by S&P and "P-1" by Moody's and WhICh matures not more than 270 day~
after the date of purchase,
(g) Investments In a money market fund rated "AAAm" or "AAAm-G" or better by S&P.
(h) pre-refunded municIpal oblIgatIons defined as follows any bonds or other oblIgatIOns
of any state of the United States of Amenca or of any agency, InstrumentalIty or local
governmental umt of any such state whIch are not callable at the optIOn of the oblIgor pnor to
matunty or as to whIch rrrevocable InstructIons have been gIven by the oblIgor to call on the date
specIfied In the nonce; and
(I) whIch are rated. based on an rrrevocable escrow account or fund (the "escrow"),
In the hIghest ratIng category of S&P and Moody's; or
(n) (A) whIch are fully secured as to princIpal and Interest and redemptIon
premIUm, If any, by an escrow consIstmg only of cash or oblIgatIons descnbed In
paragraph (a) above, winch escrow may be applIed only to the payment of such pnncIpal of
and Interest and redemptlon prerruum, if any. on such bonds or other obhgatlons on the
matunty date or dates thereof or the speCIfIed redemptIOn date or dates pursuant to such
rrrevocable mstructlOns, as appropnate, and (B) whIch escrow IS suffICient, as venfled by a
natIOnally recogmzed mdependent certIfIed publIc accountant, to pay pnnclpal of and
Interest and redemptIOn prermum, If any, on the bonds or other oblIgatIOns descnbed ill tins
paragraph on the maturIty date or dates speclfied In the rrrevocable InstructIOns referred to
above, as appropnate,
(1) Investment agreements approved m wntmg by AMBAC IndemnIty, supported by
appropnate OpInIOnS of counsel, WIth notIce to S&P. and
(j) other forms of Investments approved In wntmg by AMBAC Indemmty WIth notIce to
S&P
"Representation Letter" means, whenever used WIth respect to the 1993 Senes Bonds,
the Letter of RepresentatlOns from the CIty and the Trustee to DTC, or any successor secuntIes
depOSItory for the 1993 Senes Bonds. In whIch the CIty and the Trustee make certain
representatIons with respect to the ] 993 Senes Bonds. the payment WIth respect thereto and
delivery of notIces with respect thereto.
Section 12.02. Terms of 1993 Series Bon ds. A Senes of Bonds is hereby
created and such Bonds are designated as the "CIty of Santa Momca Wastewater Enterpnse
Revenue Bonds (Hypenon ProJect), 1993 Refundmg Senes". The aggregate pnncipal amount of
1993 Series Bonds which may be Issued and Outstandmg under this Indenture shall not exceed
Thrrty-El~ht MIllIon SIX Hundred Twenty Thousand dollars ($38,620,000), except as may be
otherWIse proVIded In Section 2.08.
The 1993 Senes Bonds shall be InItIally ISSUed regIstered ill the name of "Cede & Co ;' as
nommee of The DepOSItory Trust Company, New York, New York, and shall be eVidenced by one
1993 Senes Bond maturmg on each matunty date, to be In a denomination correspondmg to the
total principal designated to mature on such date. RegIstered ownershIp of the 1993 Series Bonds,
or any porn on thereof, may not thereafter be transferred except as set forth ill SectIon 12 04 of thIS
Indenture
5
The 1993 Senes Bonds shall be Issued as fully regIstered Bonds WIthout coupons In the
denOlmnatIon of $5.000 or any Integral mulnple thereof. provIded that no 1993 Senes Bond shall
have prmcIpal matunng on more than one pnnClpal matunty date. The 1993 Senes Bonds shall be
dated as of December 1. 1993 and shall accrue mterest from such date The 1993 Senes Bond~
shall mature on January 1, on the following dates and m the followmg amounts and shall bear
Interest at the followmg rates per annum payable on July 1, 1994 and senuannually thereafter on
January 1 and July 1 In each year, calculated on the baSIS of a 360-day year conslstmg of twelve
30-day conseCUtlve months:
Mamnty Date PnnCIpal Interest
January 1 Amount Rate
1995 $ 255,000 8 00%
1996 445,000 8.00
1997 485.000 8.00
1998 520,000 8.00
1999 565.000 10.00
2000 625,000 1200
2001 700,000 12.00
2002 795,000 ]2.00
2003 890,000 ]2.00
2004 1.005.000 12.00
2006 2,320.000 4.50
2008 2,585.000 5.00
2010 2,895,000 475
2012 3,225,000 475
2015 5,440.000 450
2018 6,200,000 450
2020 4,620,000 4.50
2022 5,050.000 425
The 1993 Senes Bonds are hereby deSignated Current Interest Bonds
The 1993 Senes Bonds matunng by thelT terms on or pnor to January 1. 2004 are hereby
deSIgnated Senal Bonds, and the 1993 Senes Bonds matunng by thelT terms on or afteroo.
January I, 2006 are hereby deSIgnated Tenn Bonds.
The pnncipal of and premmffi, If any, on the 1993 Senes Bonds shall be payable In lawful
money of the Umted States of Amenca to the Owner thereof, upon the surrender thereof at the
pnnclpal corporate trust office of the Trustee, In Los Angeles, CalIforma The mterest on the 1993
Senes Bonds shall be payable In bke lawful money to the person whose name appears on the bond
regIstratIon books of the Trustee as the Owner thereof as of the close of busmess on the ] 5th day
of the month ImmedIately precedmg an Interest payment date, whether or not such day IS a
Busmess Day, such Interest to be paId by check maIled to such Owner at such address as appears
on such regIstratIon books or at such address as he may have fIled WIth the Trustee for that
purpose
Each 1993 Senes Bond shall bear mterest from the interest payment date next precedmg the
date of authentIcanon thereof unless It IS authentIcated as of a day during the penod from the 16th
day of the month next precedmg any Interest payment date to the Interest payment date. InclUSIve.
m WhIch event It shall bear mterest from such Interest payment date, or unless It IS authenncated on
or before June 15, 1994!993, In which event It shall bear Interest from December 1. 1993:
proVIded, however, that If, at the tIme of authentIcatIon of any 1993 Senes Bond, mterest IS In
6
default on Outstandmg Bonds, such Bond shaH bear mterest from the Interest payment date to
whIch mterest has prevIously been pmd or made avaIlable for payment on the Outstandmg Bond~
and shall be payable to the Owners thereof of record as of a speCIal date as shall be establIshed by
the Trustee folloWIng such default.
Only such of the 1993 Senes Bonds as shall bear thereon a ceruflcate of authentKatIon In
the form herem recIted. executed by the Trustee. shall be vahd or oblIgatory for any purpose or
entItled to the benefIts of thIS Indenture, and such certlflcate of the Trustee shall be conclUSIve
eVIdence that the 1993 Senes Bonds so authentIcated have been duly authentIcated and delIvered
hereunder and are entItled to the benefits ofthIs Indenture
The 1993 Senes Bonds shall be subject to redemption as proVIded m SectIon 1207
The Trustee shall assIgn each 1993 Senes Bond authenticated and regIstered by It a
dlstmctIve letter, or number, or letter and number, and shall maintam a record thereof whIch shall
be avadable to the CIty for mspectIon.
(c) The CIty has revIewed all proceedmgs heretofore taken relative to the authonzatlon
of the 1993 Senes Bonds and has found, as a result of such reVIew, that all condItIons, thmgs and
acts reqUired by law to eXIst. happen or be performed precedent to and 10 the Issuance of the 1993
Senes Bonds do eXIst, have happened and have been performed III due tIme. fonn and manner as
requued by law, and the Cny IS authonzed, pursuant to each and every reqUIrement of law. to
Issue the 1993 Senes Bonds III the manner and form prOVIded m thIS Indenture
Section 12.03. Form of 1993 Series Bonds. The 1993 Senes Bonds and the
Trustee's certIfIcates of authentiCatIOn and regIstraUon and the form of aSSIgnment to appear
thereon shall be III substantIally the fOTInS set forth In Exlublt A attached to thIS Fust Supplemental
Indenture. with necessary or appropnate vanatlOns, omissions and InsertIons as permItted or
reqUITed by thIS Indenture. mc1udmg placement of a portIon of the fonn of the SerIes 1993 Bond
on the reverse SIde thereof.
Section 12.04. Book-Entrv 1993 Series Bonds. (a) Except as proVIded In
subparagraph (c) of thIS SectIon 12.04, the registered Owner of all of the 1993 Senes Bonds shall
be DTC and the 1993 Senes Bonds shall be regIstered In the name of Cede & Co., as nommee for
DTC NotwIthstandmg anythmg to the contrary contaIned In thiS Indenture, payment of
semiannual mterest WIth respect to any 1993 Senes Bond regIstered as of each record date In the
name of Cede & Co. shall be made by wife transfer of the same-day funds to the account of Cede
& Co. on the Payment Date for the Senes 1993 Bonds at the address mdlcated on the record date
or speCIal record date for Cede & Co m the Bond regIster or as otherWIse proVIded m the
Representatlon Letter
(b) The 1993 Series Bonds shall be InItIally Issued In the form of separate smgle fully
regIstered 1993 Series Bonds 10 the amount of each separate stated matunty of the 1993 Senes
Bonds Upon InItIal Issuance, the ownershIp of such 1993 Senes Bonds shall be regIstered m the
Bond regIster m the name of Cede & Co., as nominee of DTe. The Trustee and the Oty may treat
DTC (or ItS norrunee) as to the sole and exclUSive Owner ofthe 1993 Senes Bonds regIstered m ItS
name for the purposes of payment of the Bond OblIgatIOn, prepayment pnce or mterest WIth
respect to the 1993 Senes Bonds, selectmg the 1993 Senes Bonds or portIOns thereof to be
prepaId, glVlllg any noUce pernutted or reqUITed to be gIVen to Owners of 1993 Senes Bonds under
thIs Indenture, reglstenng the transfer of 1993 Senes Bonds, obtaIning any consent or other actIon
to be taken by Owners of 1993 Senes Bonds and for all other purposes whatsoever, and neIther
the Trustee nor the Cny shall be affected by any notIce to the contrary. NeIther the Trustee nor the
CIty shall have any responSIbilIty or obligatIon to any ParticIpant, any person claurung a benefiCIal
ownershIp mterest m the 1993 Senes Bonds under or through DTC or any PartICIpant, or any other
7
person which IS not shown on the Bond regIster of the Trustee as bemg an Owner, WIth respect to
the accuracy of any records mamtained by DTC or any PamcIpant; the payment by DTC or any
PartIcIpant of any amount in respect of the Bond OblIgatIOn, prepayment pnce or mterest WIth
respect to the 1993 Senes Bonds, any notIce winch IS permItted or reqUITed to be gIVen to Owners
of 1993 Senes Bonds under thIS Indenture; the selectIon by DTC or any PartIcIpant of any person
to receIve payment m the event of a partial prepayment of the 1993 Senes Bonds; or any consent
gIven or other actIon taken by DTC as Owner of 1993 Senes Bonds The Trustee shall pay all
Bond OblIganon, prermum, If any, and mterest with respect to the 1993 Senes Bonds, only to
DTC. and all such payments shall be valId and effectIve to fully satIsfy and dIscharge the CIty's
oblIgatIOns WIth respect to the Bond OblIgatIOn. prermum, If any, and mterest WIth respect to the
1993 Senes Bonds to the extent of the sum or sums so paId. Except under the condlllons of
subparagraph (c) below, no person other than DTC shall receIve an executed 1993 Senes Bond for
each separate stated matunty Upon delIvery by DTC to the Trustee of wntten nOTIce to the effect
that DTC has detenmned to substItute a new normnee 10 place of Cede & Co, and subject to the
prOVISIons herem WIth respect to record dates, the term "Cede & Co " 10 thIS Indenture shall refer
to such new nommee of DTe.
(c) In the event (I) DTC, mcludmg any successor as secuntIes depOSItory for the 1993
Senes Bonds, determmes not to contInue to act as secuntIes depOSitory for the 1993 Senes Bonds,
or (u) the CIty deterrmnes that the Incumbent securltles depOSItory shall no longer so act, and
delIvers a wntten certIfIcate to the Trustee to that effect. then the CIty WIll dIscontmue the
book-entry system WIth the Incumbent secunhes depOSItory for the 1993 Senes Bonds. If the CIty
determines to replace the Incumbent secuntIes depOSItory for the 1993 Series Bonds WIth another
quahfIed secuntIes depOSItory, the CIty shall prepare or drrect the preparatlon of a new smgle.
separate fully regIstered 1993 Senes Bond for the aggregate outstand1Og pnncIpal amount of 1993
Senes Bonds of each matunty, regIstered In the name of such successor or substitute quahfied
secunl1es depOSItory, or Its normnee, or make such other arrangement acceptable to the CIty. the
Trustee and the successor secuntles depOSItory for the 1993 Senes Bonds as are not mconsistent
with the terms of thIS Indenture. If the CIty fails to IdentIfy another quahfied successor secuntIes
deposItory of the 1993 Series Bonds to replace the incumbent secuntIes depOSItory, then the 1993
Senes Bonds shall no longer be restricted to beIng regIstered In the Bond regIster In the name of
the Incumbent secuntIes depOSItory or Its nonunee, but shall be regIstered 10 whatever name or
names the Incumbent securities depOSItory for the 1993 Senes Bonds. or Its nommee, shall
deSIgnate. In such event the Trustee shall authentIcate and deliver a suffICIent quantIty of 1993
Senes Bonds as to carry out the transfers and exchanges prOVIded 10 thIS SectIOn and SectIons
2.04. 2 05 and 2.08. All such 1993 Senes Bonds shall be In fully regIstered form In
denorrnnatlons authonzed by thiS Indenture.
(d) Notwlthstandmg any other prOVISIon of thIS Indenture to the contrary, so long as
any 1993 Senes Bond IS regIstered In the name of DTC. or Its nonunee, all payments WIth respect
to the Bond ObhgatIon, prermum, if any, and mterest WIth respect to such 1993 Senes Bond and
all notIces WIth respect to such 1993 Senes Bond shall be made and gIven, respectIvely, as
proVIded ill the RepresentaTIon Letter.
(e) In connecnon WIth any notIce or other commumcatlOn to be proVIded to Owners of
Book-Entry Bonds pursuant to tlus Indenture by the CIty or the Trustee \\1th respect to any consent
or other actIon to be taken by Owners, the CIty or the Trustee, as the case may be, shall establIsh a
record date for such consent or other actIon and gIve DTC notlce of such record date not less than
15 calendar days ill advance of such record date to the extent possible.
Section 12.05. Issuance of 1993 Series Bonds. At any tIme after the executlOn
of this FITst Supplemental Indenture, the CIty may sell and execute and the Trustee may
authentIcate and. upon a Wntten Request or Certificate of the CIty, delIver 1993 Senes Bonds 10
8
the aggregate pnnClpal amount of Thrrty-EI,ght Mllhon SIX Hundred Twenty Thousand dollars
tS3 8,620,000).
Section 12.06. Aoolication of Proceeds Qf 1993 Series Bonds: Transfers
(a) The proceeds receIved from the sale of the 1993 Series Bonds shall be deposIted WIth the
Trustee. who shall forthwith set aSIde such proceeds m the follO\vmg respectIve funds
(1) The Trustee shall deposit m the Interest Fund, establIshed pursuant to
SectIOn 5.03. the amount of $125)46.88 d::;!l::.;:; ($ ), representing accrued
mterest receIved on the 1991 Senes A Bonds.
(2) The Trustee shall transfer to the Escrow Bank for deposit m the Escrow
Fund estabhshed under the Escrow Agreement an amount equal to $37,324,428 00.
(3) The Trustee shall deposIt m a separate fund to be known as the" 1993 Senes
Expenses Fund", whIch the Trustee hereby agrees to estabhsh and rnamtam, an amount
equal to $168,752.72 The money m the 1993 Series Expenses Fund shall be used and
dISbursed m the manner proVIded herem for the purpose of paymg all Costs of Issuance
inCIdental to or connected WIth the Issuance of the 1993 Senes Bonds (or for makmg
reImbursements to the CIty or any other person, fIrm or corporatIOn for such Costs of
Issuance theretofore paId by hIm or It). Any balance of money rernammg m the 1993
Senes Expenses Fund on June 1, 1994 shall be transferred by the Trustee to the Interest
Fund Before any payment IS made by the Trustee to pay Costs of Issuance from the 1993
Senes Expenses Fund. the City shall cause to be fIled WIth the Trustee a Payment Request
substantIally m the form attached as ExhIbIt B to thIS Frrst Supplemental Indenture Upon
receIpt of each such Payment Request. the Trustee WIll pay the amounts set forth m such
Payment Request as drrected by the terms thereof The Trustee need not make any such
payment If n has receIved notIce of any hen, nght to hen or attachment upon, or claIm
affectmg the nght to receIve payment of. any of the moneys to be so paId, whlch has not
been released or WIll not be released SImultaneously "'lth such payment.
(4) The Trustee shall deposn In the 1993 Senes Reserve Account establIshed
pursuantto SectIon 12.09 an amount equal to $8.831 73
(b) The Trustee shall forthwith upon the Issuance of the Senes 1993 Bonds transfer from
the 1991 Senes A Reserve Account to the 1993 Senes Reserve Account establIshed pursuant to
Sectlon 12,09, rhe PermItted Investments on depOSIt therem1 valued at an amount equal to
$2,680,818 27, aft-whIch amount, together wlth the deposIt made pursuant to subparagraph (4),
above. IS equal to the Requrred Reserve, $2,6891650.00
Section 12.07. Terms of Redemotion of the 1993 Series Bonds (a) The CIty
shall have the nght. on any date, to redeem the 1993 Senes Bonds, as a whole, or m part by lot
wnhm each matunty so that Annual Debt ServIce for all years in which 1993 Senes Bonds shaH
mature after such redemptIon shall be as nearly equal as practlcal, from proceeds of Insurance or
proceeds of ermnent domam proceedmgs, upon the terms and condltlons of, and as proVIded for
m, SectIons 606 and 6.12, respectIvely, at the pnnclpal amount thereof and accrued mterest
thereon to the date fIxed for redemptlOn, WIthout prerruum
(b) 1993 Senes Bonds due on or after January 1,2005 shall be subject to redemptIon
pnor to theIr respective stated maturmes. at the option of the Cay, from and to the extent of any
source of avaIlable funds, as a whole on any date on or after January 1, 2004, or m part on any
9
mterest payment date on or after January I, 2004 of such matuntIes or portIons of matuntIes and
of such tenor as shall be determined by the CIty If less than all of the 1993 Senes Bonds are to be
called for pnor redemptIon and by lot w1thm any such matunty and tenor If less than all of the 1993
Senes Bonds of such matunty and tenor be redeemed. at the pnncIpal amount thereof and accrued
mterest thereon to the date fIxed for redemptIon, plus a premIUm (expressed as a percentage of
such pnncIpal amount) as set forth below: L--: ~~e f~ll~';:~--:g ~hed:;le~
E8::'~:; R~=~~~d
Redempbon
Dates
Prenuum
January 1, 2004 through December 31, 2004
January 1, 2005 through December 31, 2005
J an uary 1, 2006 and thereafter
2%
1%
0%
(c) 1993 Senes Term Bonds matunng on January 1, 2006 (the "2006 Term Bonds''),
January 1,2008 (the "2008 Term Bonds"). January 1,2010 (the "2010 Term Bonds"), January 1,
2012 (the "2012 Term bonds"), January 1,2015 (the "2015 Term Bonds"), January 1. 2018 (the
"2018 Term Bonds"), January 1,2020 (the "2020 Term Bonds") and January I, 2022 (the "2022
Term Bonds") and payable from the 1993 Senes Smkmg Fund Account, are further subject to
redemption pnor to theIr respectIve stated matuntIes, from the 1993 Senes Smlong Fund Account.
on each January I on or after January I, 2005, 2007, 2009, 2011, 2013, 2016,2019 and 2021,
respectIvely, and by lot WIthm any such matunty If less than all of the 1993 Senes Bonds of such
matunty and tenor be redeemed, upon payment of the pnncIpal amount thereof and accrued 10terest
thereon to the date fixed for redempuon, WIthout prenuum, but only In amounts equal to. and 10
accordance WIth, the schedule of the pnnClpal amounts of 1993 Senes Bonds to be redeemed 10
each such year from said 1993 Senes SInkmg Fund Account, as set forth 10 SectIon 12.08
Section 12.08. 1993 Series Sinkin!! Fund Account. The Trustee shall establIsh
and hold WIthlO the Pnnclpal Fund a 1993 Senes SlOklOg Fund Account. which the City hereby
covenants and agrees to cause to be mamtamed, for payment of the pnncIpal of the Term 1993
Senes Bonds
The Trustee. on or before the fifth Busmess Day precedmg January 1 of each year
(commenc1Og on or before the fIfth BUSlOess Day precedmg January 1, 2op5), shall deposit m the
1993 Senes Smkmg Fund Account from the Pnncipa1 Fund moneys m an amount whIch shall be
suffICient to call and redeem or to pay at matunty, as the case may be, the pnncIpal of 2006 Tenn
1993 Senes Bonds in the following respecuve pnnclpal amounts on the next succeedmg January 1
m each of the following years
January I
Pnncipal Amount of
2006 Term Bonds
to be Retired
2005
2006 (maturity)
$1,130,000
1,190,000
If 2006 Term 1993 Senes Bonds shall have preVIOusly been redeemed or purchased by or
on behalf of the City and debvered to the Trustee for cancellatIon m excess of the pnnClpal amount
10
of the 2006 Term 1993 Senes Bonds IdentIfIed m the precedmg paragraph there shall be deemed to
have been a reductlOn of the remammg amounts stated m the precedmg paragraph on a
ProportIOnate BaSIS The City hereby covenants and agrees with the Owners of the 1993 Sene~
Bonds to call and redeem 2006 Term Bonds from the 1993 Senes Smkmg Fund Account pursuant
to thIS SectIon 1208 and pursuant to SectIon 12.07(c), on January 1 m each of the years, and 10
the amounts, stated m the precedmg paragraph
The Trustee, on or before the fifth BuslOess Day precedmg January 1 of each year
(commenc1Og on or before the fifth Business Day precedmg January 1,2007), shall depOSIt In the
1993 Senes Smkmg Fund Account from the PrmcIpal Fund moneys m an amount whlCh shall be
suffICIent to call and redeem or to pay at matunty, as the case may be, the prinCIpal of 2008 Term
Bonds 10 the followmg respectIve principal amounts on the next succeedmg January 1 m each of
the followmg years
Januarv 1
PnnCIpal Amount of
2008 Term Bonds
to ~ RetIred
2007
2008 (maturIty)
$1,255,000
1,330,000
If 2008 Term Bonds shall have prevIOusly been redeemed or purchased by or on behalf of
the Cay and dehvered to the Trustee for cancellatIon In excess of the pnncIpal amount of the 200~
Term Bonds IdentIfied m the precedmg paragraph there shall be deemed to have been a reductlOn of
the remalOmg amounts stated in the precedmg paragraph on a ProportIonate BaSIS The CIty
hereby covenants and agrees with the Owners of the 1993 Senes Bonds to call and redeem 200~
Term Bonds from the 1993 Senes SmklOg Fund Account pursuant to thIS SectlOn 1208 and
pursuant to SectIon 12.07(c), on January 1 In each of the years, and m the amounts, stated m the
precedmg paragraph.
The Trustee, on or before the fifth Busmess Day precedmg January 1 of each year
(commencmg on or before the fifth Bus10ess Day precedmg January 1,2009), shall deposit m the
1993 Senes Smkmg Fund Account from the PnnClpal Fund moneys m an amount WhICh shall be
suffICIent to call and redeem orto pay at matunty, as the case may be, the prinCIpal of 2010 Term
Bonds m the followmg respective pnncIpal amounts on the next succeedmg January 1 10 each of
the followmg years:
January 1
PnnCIpal Amount of
2010 Term Bonds
to be Retrred
2009
2010 (matunty)
$1,405,000
1,490,000
If 2010 Term Bonds shall have prevIOusly been redeemed or purchased by or on behalf of
the City and delIvered to the Trustee for cancellatIOn In excess of the princIpal amount of the 2010
Term Bonds Identified 10 the preceding paragraph there shall be deemed to have been a reductIon of
the remaIning amounts slated In the precedmg paragraph on a ProportIOnate BaSIS. The CIty
hereby covenants and agrees with the Owners of the 1993 Seoes Bonds to call and redeem 2010
Term Bonds from the 1993 Senes Smkmg Fund Account pursuant to thIS SectIon 12 08 and
11
pursuant to Sectlon 12 07(c), on January I In each of the years, and 10 the amounts. stated In the
precedmg paragraph
The Trustee, on or before the fIfth Busmess Day precedlOg January 1 of each year
(commenclOg on or before the fifth Busmess Day precedmg January 1,2011), shall deposit m the
] 993 Senes S1l1kmg Fund Account from the PnncIpal Fund moneys In an amount WhICh shall be
sufficIent to call and redeem or to pay at matunty, as the case may be, the pnncIpal of 2012 Term
Bonds m the following respectIve pnncIpal amounts on the next succeedIng January 1 In each of
the followmg years:
Januarv ]
Pnncipal Amount of
2012 Term Bonds
to be RetIred
2011
2012 (maturIty)
$1,570,000
1,655,000
If 2012 Term Bonds shall have previously been redeemed or purchased by or on behalf of
the CIty and delIvered to the Trustee for cancellatIon 10 excess of the prmcIpal amount of the 2012
Term Bonds IdentIfied m the precedmg paragraph there shall be deemed to have been a reducuon of
the rema1010g amounts stated 10 the precedlOg paragraph on a Proportionate BaSIS The Cny
hereby covenants and agrees With the Owners of the 1993 Senes Bonds to call and redeem 2012
Term Bonds from the 1993 Senes SInkmg Fund Account pursuant to thIS Sectlon 12.08 and
pursuant to SectIOn 12.07(c), on January 1m each of the years. and 10 the amounts, stated In the
precedmg paragraph
The Trustee, on or before the fIfth Busmess Day preceding January ] of each year
(commencIng on or before the fifth Busmess Day preceding January 1,20] 3), shall deposit ill the
1993 Senes S1l1k1ng Fund Account from the PnnCIpal Fund moneys m an amount WhICh shall be
suffiCIent to call and redeem or to pay at matunty, as the case may be, the pnncIpa1 of 2015 Term
Bonds 10 the followmg respecllve pnnclpal amounts on the next o;;ucceedmg January 1 m each of
the followmg years'
January 1
PnnClpal Amount of
2015 Term Bonds
to be Reured
2013
2014
2015 (maturIty)
$1.735,000
1,810,000
1,895,000
If 2015 Term Bonds shall have prevIOusly been redeemed or purchased by or on behalf of
the City and delIvered to the Trustee for cancellauon 10 excess of the prmCIpal amount of the 2015
Term Bonds Idenufied 10 the precedmg paragraph there shall be deemed to have been a reducllon of
the remamIng amounts stated in the preced1l1g paragraph on a ProportIOnate BaSIS The CIty
hereby covenants and agrees With the Owners of the 1993 Senes Bonds to call and redeem 2015
Term Bonds from the 1993 Senes Sink1l1g Fund Account pursuant to tills SectIOn 12.08 and
pursuant to Section 12.07(c), on January 1 In each of the years, and In the amounts, stated In the
precedmg paragraph
The Trustee, on or before the fIfth BUSIness Day precedIng January 1 of each year
(commencmg on or before the fifth Busmess Day preced10g January 1,2016), shall depOSIt m the
1993 Senes Smkmg Fund Account from the PrmcIpal Fund moneys in an amount WhICh shall be
12
suffiCIent to call and redeem or to pay at matunty, as the case may be, the pnnclpal of 2018 Term
Bonds ill the followmg respectIve pnncIpal amounts on the next succeedmg January 1 10 each of
the followmg years
Januarv 1
PnnCIpal Amount of
2018 Term Bonds
to be RetIred
2016
2017
2018 (maturIty)
$1,975,000
2,065,000
2.160,000
If 2018 Term Bonds shall have prevlOusly been redeemed or purchased by or on behalf of
the Cny and delivered to the Trustee for cancellatlon ill excess of the prillcIpal amount of the 2018
Term Bonds IdentIfied in the preceding paragraph there shall be deemed to have been a reductIon of
the remammg amounts stated 10 the precedmg paragraph on a ProportIOnate BasIs The CIty
hereby covenants and agrees wIth the Owners of the 1993 Senes Bonds to call and redeem 2018
Term Bonds from the 1993 Senes SinklOg Fund Account pursuant to thIS Section 12.m~ and
pursuant to Sectlon 12.07(c), on January 1 m each of the years, and 10 the amounts, stated 10 the
precedrng paragraph.
The Trustee. on or before the fIfth BuslOess Day precedmg January 1 of each year
(commencmg on or before the fifth Busmess Day precedmg January 1, 2019), shall depOSit ill the
1993 Senes Smkmg Fund Account from the PnncIpal Fund moneys III an amount whIch shall be
suffICIent to call and redeem or to pay at maturIty, as the case may be, the pnncIpal of 2020 Term
Bonds m the followmg respectIve pnnclpal amounts on the next succeedlOg January 1 m each of
the followrng years
Januarv I
PnnClpal Amount of
2020 Term Bonds
to be Reured
2019
2020 (maturIty)
$2,255,000
2,365,000
If 2020 Term Bonds shall have prevIOusly been redeemed or purchased by or on behalf of
the CIty and delIvered to the Trustee for cancellatIOn m excess of the prmcIpal amount of the 2020
Term Bonds IdentIfied 10 the precedmg paragraph there shall be deemed to have been a reductlon of
the remaInmg amounts stated In the preceding paragraph on a Proportionate BaSIS The CIty
hereby covenants and agrees WIth the Owners of the 1993 Senes Bonds to call and redeem 2020
Term Bonds from the 1993 Senes Sinlang Fund Account pursuant to thIS SectIon 1208 and
pursuant to SectIon 12.07(c), on January 1m each of the years, and m the amounts, stated m the
precedmg paragraph
The Trustee, on or before the fifth Busmess Day precedmg January 1 of each year
(commencmg on or before the fifth BuslOess Day precedIng January 1,2021), shall depOSIt m the
1993 Senes SlOklOg Fund Account from the PrinCIpal Fund moneys In an amount WhICh shall be
suffICient to call and redeem or to pay at matunty, as the case may be, the pnncIpal of 2022 Term
Bonds ill the followmg respectIve pnncIpal amounts on the next succeedmg January 1 In each of
the followmg years:
13
Januarv I
PnnCIpal Amount of
2022 Term Bonds
to be Retired
2021
2022 (mamnty)
$2,470,000
2,580,000
If 2022 Term Bonds shall have prevIOusly been redeemed or purchased by or on behalf of
the City and delIvered to the Trustee for cancellatIon ill excess of the prmClpal amount of the 2022
Term Bonds IdentIfied In the precedmg paragraph there shall be deemed to have been a reducnon of
the remalOmg amounts stated 10 the precedmg paragraph on a ProportIOnate BasIs The eny
hereby covenants and agrees with the Owners of the 1993 Senes Bonds to call and redeem 2022
Term Bonds from the 1993 Series Smkmg Fund Account pursuant to thIS SectIon 12 08 and
pursuant to SectIOn 12 07ec}. on January 1 m each of the years, and In the amounts, stated In the
precedmg paragraph
Section 12.09. 1993 Series Reserve J\ccount The Trustee shall establIsh and
hold wIthm the Bond Reserve Fund a 1993 Senes Reserve Account WIth respect to the 1993 Senes
Bonds, whIch shall be mamtamed an applied 10 accordance with Sectton 5 03 (e).
Section 12.10. Redemption Fund. The Trustee shall depOSIt 10 the RedemptIOn
Fund amounts received by the Trustee at least one day before the redemptIOn date which are to be
applIed to the redemptlon of 1993 Senes Bonds pursuant to SectIon 12.07(a) and SectIon
1207(b) Moneys m the Redemption Fund shall be used to pay the prmcipal and premIUm. If any.
of Bonds redeemed pursuant to Sectlon 12 07(a) and Sectlon 12 07(b).
Section 12.11. Tax Covenants. (a) Pm'ate ACtlVll}' Bond LimItatlOn The Oty
shall assure that the proceeds of the 1993 Senes Bonds are not so used as to cause the 1993 Senes
Bonds to satlsfy the pnvate busmess tests of SectIOn 141(b) of the Code or the private loan
financmg test of SectIOn 141 (e) ofthe Code.
(b) ..D..4r../~t:: LG:;:;: Jfr;'lnG~c:;:6 Lf;-:-:~:~t::;;:. The C~~j~ :;~:.ll ~~~~:e th:l~ p:~~~~.d:; :::f ~h~ 1993
Serle~ E~~d~ ~~~ ~~-:. ~~ ~~~d ~~ t~ ~~~:;~ ~h~ 11)1)3 S~:;.~~ EG::.d~ to ~:.~~~fy t!-:.~ p:~....~t~ !G~~
h..............n._rr ....0("'"... ,-,.+ ~.a................._ 1 A11 (.......\ _+ +l,,1I:::lI r"............1.."
....I.....UIJ.......i..l-le ...~J" V"- .....................'-"'1. "'""TJ.\'twr) V-I- "....."" .........v......."'.
(g) Federal Guarantee Prohlbltlon The eny shall not take any actIOn or permIt or suffer
any actIon to be taken If the result of the same would be to cause any of the 1993 Senes Bonds to
be "Federally guaranteed" wIthm the meanIng of Sectton 149(b) of the Code.
19 Mmntenance of Tax-ExemptIOn The CIty shall take all actlon necessary to a~sure the
exclUSIOn of mterest WIth respect to the 1993 Senes Bonds from gross Income of the Owners of
the 1993 SerIes Bonds to the same extent as such lOterest IS penmtted to be excluded from gross
mcome under the Code as III effect on the date of issuance of the 1993 Senes Bonds.
(Q) Rebate The CIty WIll take any and all actions necessary to assure complIance WIth
.....a.",..'T....,,_--:._.C'" ~_..... .....ahn+o .....,j:' .a......,.....o!:Ioi:'l~ .._...,o,co-........."a._.. .an...--.._rrrC"l .""" .k.a +oA.4...n 1 ......r..'I ta........___... +_ ........"ro._...rI....__o ........:....1-.
."''1\.&.........v.....I._...'I..L..JI J.V.l. ."'Vll.4........ V. v,n._......h.JI .1.1.., '-"LJI\.I-.........I..I\. ................"'.1...1......0"" ...... w........ ..-U......W.J. CV T ,-".&.1 LI & IV""" ........ "_..........,........~~l......."" .... ........J.
SectIon 148(f) of the Code, relatmJ:! to the rebate of excess Investment earnmtls, If any, to the
federal j!overnment, to the extent such section IS applIcable to the 1993 Senes Bonds.
Section 12.12. Consent of AMBAC Indemnitv. WIth respect to the 1993 senesll
Bonds'
14
(a) Any provIsIOn of the Indenture expressly recogOlzmg or grantlOg nghts In or to
AMBAC IndemnIty may not be amended m any manner whIch affects the nghts of AMBAC
Indemmty thereunder WIthout the pnor \\TItten consent of AMBAC Indemruty.
(b) Unless otherwIse provIded 10 thIS SectIon 12 12, AMBAC IndemnIty's consent shall be
requued In addItIOn to 1993 Senes Bond Owner consent, when requIred, for the followmg
purposes: (I) executIon and delIvery of any Supplemental Indenture or amendment. supplement or
change to or modifIcatIOn of the Indenture, (n) removal of the Trustee and selection and
appOIntment of any successor Trustee; and (m) InItIatIon or approval of any actIon not descnbed m
(1) or (11) of thIS paragraph (b) WhICh requues 1993 Senes Bond Owner consent
(c) Any reorganIzatlon or liqmdanon plan WIth respect to the City must be acceptable to
AMBAC Indemnity In the event of any reorgamzatIOn or hqUldatlon, AMBAC IndemnIty shall
have the nght to vote on behalf of all 1993 Series Bond Owners who hold AMBAC Indemmty-
Insured 1993 Senes Bonds absent a default by AMBAC Indemmty under the 1993 Senes Bond
Insurance POhlY
(d) AnythIng In the Indenture to the contrary notwIthstandmg, upon the occurrence and
contlnuance of an Event of Default, AMBAC Indemmty shall be entItled to control and drrect the
enforcement of all nghts and remedIes granted to the 1993 Senes Bond Owners or the Trustee for
the benefIt of the 1993 Senes Bonds under the Indenture, mcludmg. without lImitatIOn. (I) the nght
to accelerate the pnnclpal of the 1993 Senes Bonds as descnbed In the Indenture. and (ll) the nght
to annul any declaratIon of acceleration, and AMBAC Indenullty shall also be entItled to approve all
waIvers of events of default.
(d) Upon the occurrence of an Event of Default, the Trustee may, WIth the consent of
AMBAC Indemmty, and shall, at the duectlOn of AMBAC IndemnIty or a maJonty of the Owners
WIth the consent of AMBAC IndemnIty, by wntten notIce to the City and AMBAC Indemmty.
declare the pnncIpal of the 1993 Senes Bonds to be 1ll1ITledIately due and payable, whereupon that
portIOn of the pnncIpal of the 1993 Senes Bonds thereby comIng due and the Interest thereon
accrued to the date of payment shall, WIthout further actIon, become and be Inuned.ately due and
payable, anythmg m the Indenture or m the 1993 Senes Bonds to the contrary notwIthstandmg.
(e) The nghts granted to AMBAC Indemnity shall not be effecnve If It IS In default of Its
oblIganons under the 1993 Senes Bond Insurance Pohcy
Section 12.13. Notices to be Given to AMBAC Indemnitv WIth respect to the
19Y3 Senes Bonds
(a) While the 1993 Senes Bond Insurance Pohcy IS m effect, the City or the Trustee, as
appropnate, shall furnIsh to AMBAC Indemmty:
(I) as soon as practIcable after the fllmg thereof, a copy of any finanCIal statement of
the City and a copy of any audIt and annual report of the Oty;
(il) a copy of any notIce to be gIven to the Owners Includmg, WIthout lImItatIOn,
notIce of any redemptIOn of or defeasance of 1993 Senes Bonds, and any cewfIcare
rendered pursuant to the Indenture relatmg to the secunty for the 1993 Senes Bonds. and
(m) such addItIonal mformauon It may reasonably request.
(b) The Trustee or the CIty, as appropnate, shall notIfy AMBAC IndemnIty of any faIlure
of the CIty to proVIde relevant nonces, certIfIcates, etc required hereunder.
15
(c) The CIty wIll pernut AMBAC IndemnIty to dJSCUSS the affarrs, fmances and accounts of
the Cay or any mformanon AMBAC lndemmty may reasonably request regarding the secunty for
the 1993 Senes Bonds WIth appropnate offlcers of the CIty. The Trustee or the CIty, as
appropnate, wIll perrmt AMBAC Indenullty to have access to and to make copies of all books and
records relatIng to the 1993 Senes Bonds at any reasonable tlme.
(d) AMBAC lndemmty shall have the nght to drrect an accounting at the Cay's expense and
the Cay's failure to comply WIth such duectIon withm thnty (30) days after receIpt of wntten
notice of the duectlon from AMBAC IndemnIty shall be deemed an Event of Default, provIded.
however, that If compliance cannot occur wnhm such penod, then such penod WIll be extended so
long as compliance IS begun withm such penod and dilIgently pursued, but only If such extensIOn
would not matenally adversely affect the Interests of any Owner.
(e) NotwIthstandmg any other prOVIsIon of the Indenture, the Trustee, to the extent a has
actual knowledge, shall immedIately notIfy AMBAC lndemmty If at any tIme there are lOsufficIent
moneys to make any payments of pnncIpal and/or interest as requITed and ImmedIately upon the
occurrence of any Event of Default
(f) NotIces to AMBAC IndemnIty shall be proVIded to: AMBAC IndemnIty Corporanon,
One State Street Plaza, 17th Floor, New York. NY 10004, Attennon General Counsel
Section 12.14. Valnation of Investments With respect to the 1993 Senes Bonds,
the value of lOvestments shall be detenruned as follows'
"Value", whIch shall be determmed as of the end of each month, means that the value of
any mvestments shall be calculated as follows.
(a) as to lOvestments the bid and asked pnces of whIch are publIshed on a regular baSIS In
The Wall Street Journal (or, If not there, then 10 The New York Tzmes): the average of the bId and
asked pnces for such lOvestments SO publIshed on or most recently pnor to such tIme of
detenrunanon.
(b) as to Investments the bId and asked pnces of WhICh are not pubbshed on a regular baSIS
m The Wall Street Journal or The Ne>>' York Tzmes: the average bId price at such time of
determmatIon for such lOvestments by any two natIonally recogmzed government secuntles dealers
(selected by the Trustee 10 Its absolute dIscretIon) at the tIme makmg a market 10 such mvestments
or the bId pnce pubbshed by a nanonally recogrnzed pncmg servlce,
(c) as to certIficates of depOSIt and bankers acceptances. the face amount thereof. plus
accrued mterest and
(d) as to any investment not speCIfIed above: the value thereof estabhshed by prIor
agreement between the CIty, the Trustee and AMBAC Indemruty .
NotwIthstandmg the foregoing, except as otherWIse prOVIded 10 the followmg sentence, the
CIty and the Trustee covenant that all Investments of amounts deposited 10 any fund or account
created by or pursuant to thIS Indenture, or otherWIse containing gross proceeds of the 1993 Senes
Bonds (withIn the meamng of section 148 of the Code) shall be acquired, dIsposed of, and valued
(as of the date that valuatIOn IS required by thIS Indenture or the Code) at FaIT Market Value.
Investments m funds or accounts (or portions thereof) that are subJect to a yield restrIction under
applIcable prOVISIOns of the Code shall be valued at therr present value (WIthin the meamng of
sectIon 148 of the Code).
]6
appropnate Instrument of assIgnment ill form satIsfactory to the Insurance Trustee, to the Insurance
Trustee, which will then pay the unpaId portJon of pnnclpal.
(e) In the event that the Trustee has notIce that any payment of pnnClpal of or lOterest on a
1993 Senes Bond whIch has become Due for Payment (as such term IS deflOed lO the 1993 Senes
Bond Insurance Polley) and WhICh IS made to an Owner by or on behalf of the CIty has been
deemed a preferentIal transfer and theretofore recovered from Its Owner pursuant to the Umted
States Bankruptcy Code by a trustee lO bankruptcy lO accordance WIth the f1Oal, nonappealable
order of a court havmg competent JunsdIction, the Trustee shall, at the orne AMBAC IndemnIty IS
notified, notify aU Owners of 1993 Senes Bonds that In the event that any Owner's payment IS so
recovered, such Owner Will be entltled to payment from AMBAC IndemnIty to the extent of such
recovery If suffIcIent funds are not otherwise avaIlable, and the Trustee shall furnISh to AMBAC
Indemmty Its records eVIdencmg the payments of pnnclpal of and lOterest on the 1993 Senes
Bonds which have been made by the Trustee and subsequently recovered from Owners and the
dates on WhICh such payments were made.
(f) In addlUon to those nghts granted AMBAC IndemnIty under the Indenture, AMBAC
Indenuuty shall, to the extent It makes payment of pnnclpal of or Interest on 1993 Senes Bonds,
become subrogated to the nghts of the recIpients of such payments ill accordance with the terms of
the 1993 Senes Bond Insurance PolIcy, and to eVIdence such subrogatIon (I) 10 the case of
subrogatIOn as to claims for past due interest, the Trustee shall note AMBAC IndemnIty's nghts as
subrogee on the bond regIster upon receipt from AMBAC IndemnIty of proof of the payment of
lOterest thereon to the Owners of the 1993 Senes Bonds, and (ll) ill the case of subrogatIOn as to
claims for past due pnncIpal, the Trustee shall note AMBAC IndemnIty's nghts as subrogee on the
bond register upon surrender of the 1993 Senes Bonds by the Owners thereof together WIth proof
of the payment of prmclpal thereof.
Section 12.17. Trustee-Related Provisions.
(a) The Trustee may be removed at any time. at the request of AMBAC Indemruty, for any
breach of the trust set fonh herem
(b) AMBAC Indemmty shall receIVe pnor \wItten notIce of any Trustee reSIgnatIOn.
(c) Every successor Trustee appomted pursuant to the Indenture shall be a trust company or
bank 10 good standmg located 10 or incorporated under the laws of the State. duly authonzed to
exercise trust powers and subJect to exammatIon by federal or state authonty, havmg a reported
capital and surplus of not less than $75,000,000 and acceptable to AMBAC Indemnity
(d) NotwIthstandmg any other provlSlon of the Indenture, m deternumng whether the nghts
of the Owners wIll be adversely affected by any action taken pursuant to the terms and provlSIons
of the Indenture, the Trustee shall conSider the effect on the Owners as if there were no 1993
Senes Bond Insurance Pohcy
(e) NotwIthstandlOg any other provlSlon of the Indenture, no removal, resignatIon or
termInatIon of the Trustee shall take effect untIl a successor, acceptable to AMBAC IndemnIty,
shall be appomted.
Section 12.18. Interested Parties WIth respect to the 1993 Senes Bonds'
(a) To the extent that the Indenture confers upon or gIves or grants to AMBAC Indemmty
any nght, remedy or claIm under or by reason of the Indenture, AMBAC IndemnIty IS hereby
exphCltly recogmzed as beIng a thud-party beneficiary hereunder and may enforce any such nght,
remedy or claim conferred, gIven or granted hereunder
18
(b) Nothmg m the Indenture expressed or ImplIed IS Intended or shall be construed to
confer upon. or to gIve or grant to, any person or entIty, other than the CIty, the Trustee, AMBAC
IndemnIty. and the Owners, any right, remedy Of claim undef or by reason of the Indenture or any
covenant. condItIOn or snpulauon hereof, and all covenants, supulanons, prormses and agreements
ill the Indenrore contamed by and on behalf of the CIty shall be for the sole and exclUSIve benefit of
the CIty, the Trustee, AMBAC IndemnIty and the Owners of the 1993 Senes Bonds
Section 12.19. Amendment to Section 5.05. The second, thud and fourth
sentences of SectIon 5.05 of the Indenture are hereby amended to read m full as follows'
All moneys held by the Trustee and allocated to any of the funs or accounts held by It may
be mvested, at the wntten dIrectIon of the CIty. In Pernutted Invesnnents matunng not later than the
date on WhICh such moneys are reqUITed for payment by the Trustee, except that moneys m the
Bond Reserve Fund may be 10vested In Penrutted Investments whIch mature not more than five
years from the date of 10vesnnent or the final date of matumy of the Outstanding Bonds, whIchever
IS earlIef In the absence of drrectIon from the CIty WIth respect to such lllvestment, the Trustee
shall mvest such moneys m Penmtted Investments descnbed m paragraph (g) of the defillmon
thereof For the purpose of determIning the amount of money 10 the Bond Reserve Fund. all
mvestments of moneys therein shall be valued serm-annually on June 20 and December 20
Section 12.20. Terms of 1993 Series Bonds Subiect to the Indenture.
Except as In thIS Frrst Supplemental Indenture expressly prOVIded, every term and condItlon
contamed 10 the Indenture shall apply to thIS Frrst Supplemental Indenture and to the 1993 Senes
Bonds WIth the same force and effect as If the same were herem set forth at length. with such
omISSIOns. vanatlOns and modIfIcatIOns thereof as may be appropnate to make the same conform
to thIS FlIst Supplemental Indenture
ThIS Frrst Supplemental Indenture and all of the terms and provlSlons herem con tamed shall
form part of the Indenture as fully and WIth the same effect as If all such terms and provlSlons had
been set fonh ill the Indenture. The Indenture IS hereby ratIfied and confirmed and shall contlOue
m full force and effect 10 accordance WIth the terms and provlSlons thereof. as heretofore amended
and supplemented, and as amended and supplemented hereby.
If there shall be any conflIct between the terms of thIS Frrst Supplemental Indenture and the
terms of the Indenture, the terms of thiS fIrst Supplemental Indenture shall prevail
Section 12.21. Effective Date of First SU.!l.!llemental Indenture ThIS FIrst
Supplemental Indenture shall take effect upon Its executlon and delIvery.
Section 12.22. Execution in Counter.!larts ThIS FIrst Supplemental Indenture
may be executed in several counterparts, each of WhICh shall be deemed an ongmal, and all of
which shall conStitute but one and the same Instrument.
19
IN WITNESS WHEREOF, the partIes hereto have executed this Frrst Supplemental
Indenture by therr offIcers thereunto duly authonzed as of the day and year fIrst wntten above
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATIONJ as Trustee
By
CITY OF SANTA MONICA
By
John Jahh, CIty Mana~er
(Seal)
ATTEST:
Clance Dykhouse, Oty Clerk
20
MOnIca Revenue Bond Act (bemg Chapter 6.5 of ArtIcle II of the Santa MOnIca MUnIcIpal Code)
and all laws of the State of CalIfornia supplemental thereto, mcludmg the Revenue Bond Law of
1941 to the extent made apphcable by said Charter and said Santa MOnIca Revenue Bond Act
(herem collectIvely called the "Law"), and pursuant to an Indenture, dated as of November 1.
1991, between the Trustee and the City. as supplemented and amended by a Frrst Supplemental
Indenture, dated as of December 1, 1993. between the Trustee and the CIty (herem, together WIth
any supplements or amendments thereto, called the "Indenture") Reference IS hereby made to the
Indenture (a copy of whIch IS on file at the pnncIpal corporate trust office of the Trustee 10 Los
Angeles, CahfomIa) and to the Law for a descnptlOn of the terms on whIch the Bonds are Issued.
the provisions wIth regard to the nature and extent of the Revenues and the nghts thereunder (and
IUTIltatlOns thereon) of the regIstered owners of the Bonds and the nghts, duties and ImmumtIes of
the Trustee and the nghts and oblIgations of the CIty thereunder, and all the terms of the Indenture
and the Law are hereby Incorporated herem and constItute a contract between the City and the
registered owner of thIS Bond. and to all the proVISIOns thereof the owner of thIS Bond. by hl~
acceptance hereof, consents and agrees Each owner hereof shall have recourse to all of the
provlSlons of the Law and the Indenture and shall be bound by all of the terms and condmons
thereof
The CIty has prevlOusly Issued a senes of Bonds deSIgnated the 1991 Senes A Bonds to
prOVIde funds for the Improvement of the EnterprIse, WhICh conSIsts of the mUnICIpal wastewater
collection, treatment and dIsposal system of the CIty. mcludmg the City's Interest 10 the Hypenon
Plant (as such term IS defined 10 the Indenture) pursuant to the HY'Penon Agreement (as such term
IS defmed m the Indenture) The 1993 Senes Bonds are Issued to prOVIde funds to advance refund
the 1991 Senes A Bonds
All Revenues and any other amounts (mcludmg proceeds of the sale of the Bonds) held by
the Trustee m any fund or account establIshed under the Indenture (other than amounts on depOSIt
m the Rebate Fund created pursuant to the Indenture) are UTevocably pledged to the payment of the
Interest on and pnncIpal of the Bonds, as proVIded 10 the Indenture. and the Revenues shall not be
used for any other purpose whIle any of the Bonds remalO outstandmg, prOVIded. however, that
out of the Revenues and other moneys there may be apphed such sums for such purposes as are
permItted under the Indenture SaId pledge constItutes a frrst pledge of and charge and hen upon
the Revenues and all other amounts held by the Trustee m the funds and accounts estabhshed under
the Indenture (other than amounts on depOSIt m smd Rebate Fund) for the payment of the mterest
on and pnncIpal of the Bonds in accordance WIth the terms hereof and of the Indenture AddItIOnal
senes of Bonds payable from the Revenues may be Issued on a panty WIth the 1993 Senes Bonds.
but only subject to the condmons and lmutatlOns contamed m the Indenture
The Bonds are speCIal obligatIons of the CIty payable solely from the Revenues and other
amounts held by the Trustee, and the CIty IS not obhgated to pay them except from the Revenues.
and other amounts held by the Trustee The General Fund of the CIty IS not hable, and the credIt
or taxmg power of the CIty IS not pledged. for the payment of the Bonds or therr interest. The
Bonds are not a debt of the CIty nor a legal or eqUitable pledge, charge, hen or encumbrance upon
any of the property of the City or any of ItS income, receIpts or revenues, except the Revenues, and
other amounts held by the Trustee. The owner hereof has no nght to compel the exerCIse of any
taxmg power ofthe CIty.
The City shall have the right, on any date, to redeem the 1993 Series Bonds, as a whole, or
m part by lot wIthm each maturIty so that Annual Debt ServIce (as defined m the Indenture) for all
years In whIch 1993 Senes Bonds shall mature after such redempuon shall be as nearly equal as
practlcal, from proceeds of msurance or proceeds of ermnent domam proceedmgs, upon the terms
and condItions of, and as prOVIded for m, the Indenture, at the pnncIpal amount thereof and
accrued mterest thereon to the date fIXed for redemptlon. \o\1thout prermum
ExhtbIt A-2
1993 Senes Bonds due on or after January 1, 2005 shall be subJect to redemptIon pnor to
theu respective stated matunties, at the option of the City, from and to the extent of any source of
avaIlable funds, as a whole on any date on or after January 1, 2004, or m part on any mterest
payment date on or after January 1, 2005 of such matunties or portIOns of matuntIes and of such
tenor as shall be determrned by the CIty If less than all of the 1993 Senes Bonds are to be called for
pnor redemptlon and by lot WIthIn any such maturity and tenor If less than all of the 1993 Senes
Bonds of such matunty and tenor be redeemed, at the pnncipal amount thereof and accrued mterest
thereon to the date fixed for redemptIon, plus a premIUm (expressed as a percentage of such
pnnCIpal amount) as set forth m the followmg schedules
Redemption Dates
Prenuum
January 1,2004 throullh December 311 2004
January 1, 2005 through December 31, 2005
January I, 2006 and thereafter
2%
1%
0%
1993 Senes Bonds maturing on January 1. 2006, 2008. 2010, 2012, 2015, 2018, 2020
and 2022 are further subject to redemptIon prior to theu respectIve stated matuntIes. from the 1993
Senes SInkIng Fund Account estabhshed under the Indenture, on each January 1 on or after
January 1. 2005, 2007,2009,2011,2013,2017,2019 and 2021, respectlvely, and by lot wIthm
any such maturIty If less than all of the 1993 Senes Bonds of such matunty and tenor be redeemed,
upon payment of the pnnCIpal amount thereof and accrued mterest thereon to the date fIxed for
redemption, WIthout prerruum, but only In amounts equal to, and In accordance WIth, the schedule
of the pnnClpal amounts of 1993 Series Bonds to be redeemed In each such year from SaId 1993
Senes SInkmg Fund Account, as set forth 10 the Indenture
As prOVided In the Indenture, notlce of redemptIon shall be mailed. not less than 30 nor
more than 60 days pnor to the redemptIOn date, to the regIstered owner of thIS Bond.
If this Bond IS called for redemptIon and payment IS duly provided therefor as speCIfIed In
the Indenture, Interest shall cease to accrue hereon from and after the date fixed for redemption
The 1993 Senes Bonds are Issuable as fully regIstered Bonds WIthout coupons In the
denOmInatIOn of S5,000 or any Integral multiple thereof; prOVIded that no 1993 Senes Bond shall
have the pnnCIpal matunng on more than one pnncIpal payment date
SubJect to the hrmtatIOns and conditIOns and upon payment of the charges. If any, as
prOVIded 10 the Indenture, 1993 Senes Bonds may be exchanged at the pnncIpal corporate trust
offICe of the Trustee In Los Angeles, Cahforma, for a hke aggregate pnnclpal amount of 1993
Senes Bonds of the same tenor and matunty of other authonzed denOmlOatlOnS ThIS Bond IS
transferable by the regIstered owner hereof, m person or by hIS attorney duly authonzed 10 wmmg.
at the pnncIpal corporate trust office of the Trustee in Los Angeles, CalIforma, but only 10 the
manner, subject to the lnrutatlons and upon payment of the charges proVIded 10 the Indenture, and
upon surrender and cancellatlon of thIS Bond Upon such transfer a new fully regIstered Bond or
Bonds, of authonzed denommatIon or denormnatIOns and of the same series and tenor, for the
same aggregate pnnclpal amount will be Issued to the transferee in exchange herefor. The Trustee
IS not requued to transfer or exchange (I) any 1993 Senes Bond dUrIng the penod commencmg on
the date fIfteen days pnor to the date the Trustee selects 1993 Senes Bonds for redemptIOn and
end10g on such date of selection, or (11) any 1993 Senes Bond selected for redemptIon
ExJubIt A-3
The City and the Trustee may treat the regIstered owner hereof as the absolute owner hereof
for all purposes, and the CIty and the Trustee shall not be affected by any notlce to the contrary
The nghts and oblIgatIOns of the CIty and the owners of the Bonds may be modIfIed or
amended at any tlll1e In the manner. to the extent and upon the terms provIded In the Indenture. but
no such modIficatlon or amendment shall (1) extend the fixed matunty of thIS Bond. or extend the
tIme for makmg any nummum sinking fund account payments with respect hereto, or reduce the
rate of mterest hereon or extend the tIme of payment of mterest, or reduce the amount of pnnClpal
hereof or reduce any prenuum payable upon the redemptIOn hereof, WIthOut the consent of the
owner hereof, or (2) reduce the percentage of Bonds the consent of the regIstered owners of whIch
IS requITed for the amendment or modlf1catlon of the Indenture: all as more fully set forth 10 the
Indenture
It IS hereby CertIfIed that all of the condItions, thmg and acts requued to eXIst, to have
happened or to have been performed precedent to and m the Issuance of thIS Bond do eXIst, have
happened or have been performed In due and regular tIme, form and manner as reqUIred by the
Law and the laws of the State of CalIforma. and that the amount of thIS Bond. together WIth all
other oblIgatIOns of the CIty, does not exceed any hnut prescnbed by the Law or any laws of the
State of CalIforma. and IS not in excess of the amount of Bonds permItted to be Issued under the
Indenture.
ThIS Bond shall not be entltled to any benefIt under the Indenture, or become valId or
oblIgatory for any purpose, untIl the certIfIcate of authentIcatIon and regIstratIOn hereon endorsed
shall have been SIgned by the Trustee
IN WIThcSS WHEREOF, the CIty of Santa Momca has caused thIS Bond to be executed
on Its behalf under the offICial seal of saId CIty or a facsInule thereof, SIgned by the manual or
faCSImIle SIgnatures of ItS Mayor and attested by the manual or faCSImIle SIgnature of the CIty
Clerk. all as of December I, 1993.
CITY OF SAI\'T A MONICA
Mayor
(Seal)
Attest
City Clerk
ExhIbIt A-4
[FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION
AND REGISTRATION TO APPEAR ON 1993 SERIES BOND]
ThIS Bond IS one of the Bonds descnbed In the withm-mentloned Indenture. whIch has
been authentlcated and regIstered on the date set fonh below.
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS AS SOCIA nON, as Trustee
By
Authonzed Officer
rSTATEMENT OF INSURANCEl
MumClpal Bond Insurance Polley No ,. (the "PolIcy") wlth respect to payments
due for pnncIpal and Interest wIth respect to thIS Bond has been Issued by AMBAC Indemmty
Corporatlon ("AMBAC IndemnIty"). The Pohcy has been delIvered to the Umted States Trust
Company of New York, New Yark, New York, as the Insurance Trustee under said Pohcy and
wIll be held by such Insurance Trustee or any successor msurance trustee The PolIcy IS on file and
avaIlable for Inspectlon at the pnnClpal offICe of the Insurance Trustee and a copy thereof may be
secured from AMBAC Indemmty or the Insurance Trustee. All payments reqUITed to be made
under the Pohcy shall be made m accordance with the provISIOns thereof The owner of thIS Bond
acknowled~es and consents to the subrogauon nghts of AMBAC IndemnIty as more fully set forth
In the PolIcy.
[FORM OF ASSIGN1vlENT]
For value receIved the underSIgned do(es) hereby sell, aSSIgn and transfer unto the wlthm-
mentIoned RegIstered Bond and hereby mevocably constItute(s} and appolOt(S) attorney. to
transfer the same on the books of the Trustee WIth full power of substltutlon 10 the prenuses
Dated:
SIGNATURE GUARANTEED BY.
NOTICE' SIgnature must be guaranteed by a member firm of the New York Stock
Exchange or a commerCIal bank or trust company
ExhibIt A-5
EXHIBIT B
FORM OF PAYMENT REQUEST
Payment Request No.
Pertaining To Payment Of Costs Of Issuance
City of Santa Monica
Wastewater Enterprise Revenue Bonds
(Hyperion Project)
1993 Refunding Series
To
You are hereby requested to pay from the 1993 Senes Expense Fund establIshed by the
Indenture, dated as of November 1, 1991, by and between the CIty of Santa MOnIca (the "Oty")
and Bank of Amenca NatIonal Trust and Savmgs ASsocIatIOn, as Trustee (the "Trustee"). as
supplemented by the FIrst Supplemental Indenture, dated as of . 1993, by
and between the CIty and the Trustee (as so supplemented, the "Indenture''), to the person or
corporatIon deSIgnated, the Costs of Issuance descnbed below The amount of the oblIgatIOn
shown below IS a Cost of Issuance, has been properly mcurred and IS a proper charge agaInst the
1993 Senes Expense Fund and has not been the baSIS of any previous dIsbursement All
capItabzed terms not otherwIse defined herem shall have the meanmgs set forth In the Indenture
Payee
Payee's address.
Amount:
DescnptIon of Cost of Issuance
A duplIcate ongmal of Payee's statement IS attached
I hereby certIfy that no Event of Default has occurred and IS contmwng
I further certify that I am an authorized Cny RepresentatIve.
Date:
By
TItle:
ExlubIt B-1
JONES HALL HILL Be WHITE,
A PHOl'ESSIONAL LAW LOBPOR~"" TIO::-;
A TTDR:".nYS Ar LAW
ClL.uuES F ADAMS
STEPHE:'oI R CAS~"JEGGIO
~nGHAEL D CASTELLI
THOMAS A DDWKEY
A-">lDREW C. HALL JR
GREG HARRI:'oIGTO:'ol
Wll.LIAM H. MADISOl'
DAVID J OSTER
BRIAK D Ql:;Il'.-r
PALL J THIM:MIG
OA "'"""In A Vl,T AL -rOs
FO"CR E~IBARCADERO CENTER
KIKETEE~H FLOOR
SAN FRANCISCO. CA 94Ul
(415) 391-5780
FACSDlll.E
(41~) 391-15784
December 15. 1993
KE=-=-ETH I JONES
OF COU~SEL
SHAROX STAXTOX WHITE
TO Attached DlstnbutlOn LIst
HOBERT J HILL 119"''''-19661
Closing Memorandum Re:
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
The Pre-Closing and ClOSing of the captroned financing are scheduled to be held In the
offices of Jones Hall HIli & White, A Professional Law Corporation, on Tuesday, December 21 st,
and Wednesday, December 22nd, respectively The Pre-Closmg WIll begin at 9 30 a m and the
ClOSing Will begm at 8.00 a m
Enclosed IS a Schedule of Transcnpt Documents which sets forth the documents to be
presented and/or executed pnor to ClOSing or at ClOSing. ThiS Memorandum makes reference to
Items listed on the Schedule of Transcnpt Documents by the letter/number designatIOn beside
which they are listed The draft documents enclosed are numbered In the upper nght-hand corner
with their corresponding letter/number designation on the Schedule of Transcnpt Documents
Also enclosed are revised versions of the First Supplemental Indenture and the Escrow
Agreement Please forward any comments on these legal documents to Greg Harnngton
Set forth below IS a descnptlon of procedures and responsibilities as they affect each
ClOSing participant PLEASE NOTE that all documents executed and received by thIS office pnor
to the ClOSing, as requested herem, wlIl be held In escrow by thiS office for delivery at the
ClOSing upon consent and agreement of the parties thereto
Comments reaardlna the orocedures set forth herem and the enclosed Schedule of
Transcnot Documents and draft documents should be transmitted to Grea Harnnaton or me as
soon as. DOSSlble. - -
CITY and COUNSEL
1 On Fnday morning, December 17, Lmda A Moxon, Esq , Deputy City Attorney Will
receive legal documents and clOSing certificates to be executed by John Jallh, City Manager and
Clance Dykhouse, City Clerk Ms Moxon IS requested to have the documents executed and
returned to me for my receipt on Monday, December 20
Closing Memorandum
City of Santa Moruca
December 15, 1993
Page 2
2 Enclosed to Ms. Moxon is the Letter of Representations which she should have
executed by the City and returned to me Immediately for forwarding to The Depository Trust
Company I have enclosed a Federal Express envelope for this purpose
3 Mr Charles Denms Will be requested to execute all remainmg closing documents at
the Pre.closmg (document drafts referred to herein under Section B - "City Documents")
4 Ms Moxon, IS further requested to prepare and dehver to the underSigned by
Monday, December 20, six (6) origmally executed copies of the opmlon of the Acting CIty
Attorney, substantially In the form herewith enclosed as Item B10 Please note that said opinion
IS to be dated the date of Closing, December 22, 1993
5. Mr. Dennis IS requested to direct the Trustee as to investments for the vanous
funds held by the Trustee Accordingly, Mr. Dennis should contact Ms Kathy Validivia of Bank of
Amenca National Trust and Savings Association pnor to the Pre-Closmg to discuss the City's
preferences for the Investment of the vanous funds held by the Trustee. Please refer to Exhibit A
attached to the Wntten Request to Trustee Regardmg Investments, a draft of which IS enclosed
as Item 88, which Exhibit A will be completed based upon the CIty'S direction
TRUSTEE/ESCROW BANK and COUNSEL
1. Please prepare and deliver six (6) originally executed copies of the Trustee and
Escrow Bank's Incumbency and Signature Certificate, together with SIX (6) copies of the
Trustee's and Escrow Bank's general slgmng resolution.
2. Denms Wong, Esq., Trustee's Counsel, IS requested to prepare and deliver by
Monday, December 20, SIX (6) onglnally executed copies of his opmlon, substantially in the form
shown in Section 4(b)(3) of the Bond Purchase Agreement, which opinIon is to be dated the date
of ClOSing, December 22, 1993.
3 The Trustee will be required to invest the amounts held in the vanous funds and
accounts pursuant to the dIrection of the City and to acknowledge such compliance by executing
the "acknowledgment" to the Written Request Regarding Investments, a draft of which is enclosed
as Item 88.
AMBAC and COUNSEL
1.
following'
(a)
(b)
Please deliver to the underSigned for receipt by Monday, December 20, the
(c)
(d)
an original Certificate of AMBAC;
the Opinion of Counsel to AMBAC, pertaimng to the validity and enforceability of
the Polley;
the onglnal MUniCipal Bond Insurance Policy, and
Rating letters of Moody's Investors Service and Standard & Poor's Corporation
UNDERWRITER and FINANCIAL ADVISOR
1. Please deliver to me by Monday morning, December 20, twenty (20) copies of the
Final Official Statement (Including six (6) origmally executed OffiCial Statements) and fifteen (15)
copies of the Verification Report of Ernst & Young
.
Closmg Memorandum
City of Santa MonICa
December 15, 1993
Page 3
2. Enclosed to Mr. Robert Servas are six (6) execution copies each of the Certificate
of Underwriter and Receipt for Bonds Mr Servas is requested to have all caples enclosed
signed by an authorized officer of the Underwriter and returned to me by Monday, December 20
I have enclosed a Federal Express envelope for thiS purpose
3 On the mormng of ClOSing, the Underwriter IS requested to transfer the purchase
price of the Bonds, in imrnechately available funds, to Bank of America National Trust and Savings
ASSOCiation, as trustee, and to transfer the bond Insurance policy premium, m Immediately
available funds to AMBAC Indemnity Corporation, as bond insurer. Said purchase price IS
calculated on the Receipt of Bond Proceeds, enclosed as Item C4.
4. FollOWing receipt by the Trustee of the proceeds of the captioned Bonds, and the
release of the bond msurance polley by AMBAC, the DepOSitory Trust Company WIll be
contacted to release the bonds and the Underwriter will be requested to release the ReceIpt for
Bonds, a draft of which IS enclosed as Item E2
BOND COUNSEL
1. Bond Counsel will supervise all procedures necessary to ensure the execution
and/or delivery at or prior to Closing of all items listed on the enclosed Schedule of Transcript
Documents.
2. Prepare original Closing transcript binders and caples of an ongmal transcript
bmder, ultimately to be compnsed of all items listed on the enclosed Schedule of TranSCript
Documents, to be distributed after Closmg In accordance with the enclosed list of Fmanclng
Participants, as item A 1.
3. Bond Counsel Will deliver SIX (6) onglnally executed copies each of opinions and
reliance letters lISted on the enclosed Schedule under Section F.
ALL PARTIES
1. Please review the enclosed Schedule of Transcnpt Documents, draft documents
and procedures outlined herein and adVise me as soon as pOSSible of any questions or
comments
2. Please advise the undersigned by Monday, December 20, of any disbursements
to be made upon ClOSing representing Costs of Issuance and for which you will deliver IOVOlces
to the underSigned
(1. t t~rUjlY yours,
/10zI~-
wenmfer E Vlksten
Assistant Project Coordinator
Closing Department
Enclosures
29199-04
JHHW GH JEV
1211593
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
FINANCING PARTICIPANTS
CITY
Mr. Charles M. Dennis (t)
City Controller/Director of Fmance
Ms. Louise E. Baker
Accounting Manager
Ms. Clarice Dykhouse (.)
City Clerk
CITY OF SANTA MONICA
17174th Street, SUite 250
Santa Monica, CALIFORNIA 90401
{310) 458-8281
(310) 393~6142 (Tefeeoplef)
Linda A. Moxon, Esq. (t)
Deputy CIty Attorney
CITY OF SANTA MONICA
1685 Main Street, 3rd Floor
Santa MOnica, California 90401-2200
(310) 458-8336
(310) 395-6727 (TeJecopler')
Mr. Craig Perkins
Director of General Services
General Services
CITY OF SANTA MONICA
1685 Main Street. Room 116
Santa Monica, California 90401
(310) 458-8221
(310) 576-3598 (TeJecopler')
Mr. Ralph E. Bursey
City Treasurer/Revenue Manager
Finance Department
CITY OF SANTA MONICA
1685 Main Street, 1 st Floor
Santa Monica, California 90401-2200
(310) 458-8741
(310) 394-2962 (Telecopief)
Mr. John R. Mundy
Utilities Manager
Ms. Jean Stanley Higbee
Administrative Analyst
CITY OF SANTA MONICA
General ServIces Department
1334 3rd Street, Room 202
Santa Momca, Callforma 90401
(310) 458-8232 (Mundy)
(310) 458-8975 (HIgbee)
(310) 393-6697 (Te/eeop/e'"
BOND COUNSEL
Greg Harrington, Esq. (.t>
Sharon Stanton White, Esq.
Ms. Jennifer E. Vlksten
Assistant Project Coordinator
JONES HALL HILL & WHITE
Four Embarcadero Center, 19th Floor
San Francisco, Califorma 94111
(415) 391-5780
(415) 391-5784 (TeJecople'"
FINANCIAL ADV/SORS
Ms. Kathleen Connell (t)
PreSident
Mr. Richard D. Babbe
Vice President
CONNELL AND ASSOCIATES
11601 WilshIre Blvd.. Suite 2440
Los Angeles, CalifornIa 90025
(310) 477-7707
(310) 478-7467 (Telecop/e'"
Mr. Ted Ricci
Mr. John Bonow
PUBLIC FINANCIAL MANAGEMENT, INC.
275 Battery Street, #2140
San FranCISCo, Callforma 94111-3336
(415) 982-5544
(415) 982-4513 (Telecopie'"
. Onglnal Transcript Recipient
t Copy Transcnpt ReCipient
~
29199-04
JHHW GH JEV
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$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
SCHEDULE OF TRANSCRIPT DOCUMENTS
A. BASE LEGAL DOCUMENTS
1. List of Financing Participants
2. Indenture, dated as of November 1, 1991 (the "Indenture"), by and between Bank
of Amenca National Trust and Savings Association, as trustee (the "Trustee") and
the City of Santa Momca (the "City")
3 City Resolution No. 8679, entitled "Resolution of the Council of the City of Santa
Monica Authorizmg the Issuance of Not to Exceed $39,750,000 Aggregate Pnnclpal
Amount of Santa MOnica Wastewater Enterprise Revenue Bonds (Hyper/on
Project), 1993 Refundmg Senes, Approvmg the Execution and Delivery of a First
Supplemental Indenture and a Bond Purchase Agreement and the Preparation of
an Official Statement and Other Matters Related Thereto", adopted on November
9,1993.
4. Acknowledgment of Receipt of Report of Proposed Debt Issuance by the
California Debt Advisory CommiSSion ("CDAC"), together with Report. CDAC
No. 93.1925
5. Preliminary Official Statement, dated November 29, 1993
6. Successful Bid of Lehman Brothers, as underwriter (the "Underwriter"), together
with all other bids submitted.
7 Bond Purchase Agreement, dated December 8, 1993 (the "Bond Purchase
Agreement"), by and between the Underwnter and the City
8 FlOal Official Statement, dated December 8,1993
9. First Supplemental Indenture, dated as of December 1, 1993 (the "First
Supplemental Indenture"), by and between the Trustee and the City
10 Escrow Agreement, dated as of December 1, 1993 (the "Escrow Agreement"), by
and between the City and Bank of Amenca Natlonal Trust and Savmgs
ASSOCiation, as escrow bank (the ftEscrow Bank").
11. Certificate of Mailing Report of Fmal Sale and Report of Negotiated Refunding to
CDAC, together With Reports.
12. Representation Letter of the City to The Depository Trust Company ("OTC")
executed by the City and the Trustee, as acknowledged by OTe.
...
B. CITY DOCUMENTS
"<
1. Incumbency and Signature Certificate.
2 CertIficate as to Arbitrage.
3 Officer's Certificate pertaining to (a) effectiveness of resolution and agreements,
(b) representations and warranties, (c) no-litigation and (d) related matters,
pursuant to Section 4(b)(4) of the Bond Purchase Agreement.
4 Rule 15c2-12 Certificate
5. Certificate Regarding Use of Proceeds
6. Request of the City to Trustee to authenticate and deliver the Bonds, pursuant to
Section 12 05 of the First Supplemental Indenture
7. Request No.1 of the City for Disbursement from the 1993 Series Expenses Fund,
pursuant to Section 12.06 of the First Supplemental Indenture.
B. Request of the City to Trustee Regardmg Investments with respect to the Bonds
9. Certificate of Maihn~ Information Return for Tax-Exempt Governmental Obligation
Issues Form 8038- ,to the Internal Revenue SelVlce, together with Form 8038-G
10 Opinion of Joseph Lawrence, Esq., Acting City Attorney, pursuant to Section
4(b)(2) of the Bond Purchase Agreement.
C. TRUSTEE AND ESCROW BANK DOCUMENTS
1. Authentication and Incumbency Certificate, together with general slgnmg resolution
2. Certificate of the Trustee, pursuant to Section 4(b)(5) of the Bond Purchase
Agreement.
3. Certificate of the Escrow Bank
4. Trustee's Receipt of Proceeds and Acknowledgment of Transfer of Funds.
5 Escrow Bank's Receipt of Funds and ApplicatIon of Funds.
6 Opmlon of Dennis Wong, Esq., counsel to the Trustee and Escrow Bank,
pursuant to Section 4(b)(3} of the Bond Purchase Agreement
D. AMBAC DOCUMENTS
1. Rating letters of Moody's Investors Service and Standard & Poor's Corporation.
2. Commitment No. 9754 (the "CommItment") to prOVide mUniCipal bond msurance
policy from AMBAC Indemnity Corporation ("AMBAC").
3. Municipal Bond Insurance Policy No. 9505BE (the "Policy") Issued by AMBAC
4 Certificate of AMBAC.
5 Opinion of Counsel to AMBAC
-2-
.,.
""
E. UNDERWRITER DOCUMENTS
1 Certificate of Underwnter pertaining 10 reoffenng pnce of the Bonds to the public
2. Receipt for Bonds
3 VerificatIon Report of Ernst and Young, pursuant to Section 4(b)(11) of the Bond
Purchase Agreement.
4. Specimen Bond.
F. BONO COUNSEL DOCUMENTS
1. Final ApprovIng Legal Opinion of Jones Hall HIli & White, A Professional Law
Corporation, pursuant to Section 4(b)(1) of the Bond Purchase Agreement
2 Opinion of Jones Hall Hill & White, A ProfessIonal Law Corporation, to AMBAC
3. Reliance Letter to UndelWriter Regarding Fmal Approving Legal Opinion of Jones
Hall HIli & Whlte, A Professional Law Corporation
4. Reliance Letter 10 Trustee Regarding Fmal Approving Legal Opmlon of Jones Hall
Hili & WhIte, A Professional law Corporation.
5. Fmancial AnaJyst Report, prepared by Jones Hall HIli & White, A Professional Law
Corporation.
-3-
',.
29199-04
JHHW GH JEV
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$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
FINANCING PARTICIPANTS
CITY
Mr. Charles M. Dennis (t)
City Controller/Director of Fmance
Ms. Louise E. Baker
Accounting Manager
Ms. Clarice Dykhouse H
CIty Clerk
CITY OF SANTA MONICA
1717 4th Street, SUite 250
Santa Momca, CALIFORNIA 90401
(31 0) 458.8281
(310) 393-6142 (Te/ecopier)
LInda A. Moxon, Esq. (t)
Deputy City Attorney
CITY OF SANTA MaN leA
1685 Main Street, 3rcl Floor
Santa Momca, Callforma 90401-2200
(310) 458-8336
(310) 395-6727 (T e/ecopier)
Mr. Craig Perkins
Director of General Services
General Services
CiTY OF SANTA MON ICA
1685 Main Street, Room 116
Santa Monica, Califorma 90401
(31 0) 458-8221
(310) 57693598 (Te/eeepler)
Mr. Ralph E. Bursey
CIty Treasurer/Revenue Manager
Fmance Department
CITY OF SANTA MONICA
1685 Mam Street, 1st Floor
Santa Monica, California 90401-2200
(310) 458-8741
(310) 394-2962 (Te/ecoplet)
Mr. John R. Mundy
Uti IItles Manager
Ms. Jean Stanley Higbee
Administrative Analyst
CITY OF SANTA MONICA
General Services Department
1334 3rd Street, Room 202
Santa Monica, California 90401
(310) 458-8232 (Mundy)
(310) 458.8975 (Higbee)
(310) 393-6697 {Telecoplery
BOND COUNSEL
Greg Harrington, Esq. (-t>
Sharon Stanton White, Esq.
Ms. Jennifer E. Vlksten
Assistant Project Coordinator
JONES HALL HILL & WH ITE
Four Embarcadero Center, 19th Floor
San FrancIsco. Callforma 94111
(415) 391-5780
(415) 391-5784 (Telecopler)
FINANCIAL ADVISORS
Ms. Kathleen Connell (t)
President
Mr. Richard D. Babbe
Vice President
CONNELL AND ASSOCIATES
11601 Wilshire Blvd., SUite 2440
Los Angeles, California 90025
(310) 477.7707
(310) 478-7467 (Telecopler)
Mr. Ted Ricci
Mr. John Bonow
PUBLIC FINANCIAL MANAGEMENT, INC.
275 Battery Street, #2140
San Francisco, Callforma 94111.3336
(415) 982-5544
(415) 982.4513 (Telecopier)
. Onglnal Transcnpt ReCIpient
t Copy Transcnpt ReCIpient
..
TRUSTEE
Ms. Kathy Valdivia (-)
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
Corporate Trust #8510
333 South Beaudry Avenue, 25th Floor
Los Angeles, CalIfornia 90017
(213) 345-0658
(213) 345-7596 (T elecopler)
TRUSTEE'S COUNSEL
Dennis Wong, Esq. (t)
Senior Counsel
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION
Legal Department, #4017
555 So Flower Street
Los Angeles, California 90071
(213) 228-4999
(213) 228-2530 (T elecopler)
UNDERWRITER
Mr. Robert C. Servas H
Vice President
LEHMAN BROTHERS
601 South Figueroa Street, SUite 4490
Los Angeles, California 90017
(213) 362-1700
(213) 362-1 732 (T elecopler)
INSURER
Ms. Yolanda Ortiz (-tt)
AMBAC INDEMNITY CORPORATION
One State Street Plaza
New York, NY 10004
(212) 208-3553
(212) 809-7287 (Telecopler)
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A11
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
CERTIFICATE OF MAILING
I, Jennifer E Viksten, for Jones Hall Hill & White, A Professional Law Corporation, hereby
certlfy that for and on behalf of the City of Santa MOnica on the date hereof, I caused to be mailed
a Report of Fmal Sale and Report of Negotiated Refunding relating to the captioned financing,
postage prepaid, to the California Debt Advisory Commission, Post Office Box 942809,
Sacramento, California 94209-0001, true caples of which Reports are hereto attached
Dated December 22, 1993
Jennifer E Vlksten, for
Jones Hall HIli & White,
A ProfeSSional Law Corporation
'-
A11
JONES HALL HILL & WHITE,
A Professional Law Corporation
Four Embarcadero Center. 19th Floor
San Francisco, California 94111
(415) 391-5780
Reoort of Neaotlated Refundma
California Debt AdvIsory CommissIon
915 Capitol Mall, Room 400
P O. Box 942809, Sacramento, CA 94209-0001
(916) 324-2585
Filing this report IS pursuant to Chapter 1033, Statutes of 1985, Section 53583 of the Callforma
Government Code (AS 2544).
CDAC FILE NUMBER: 9;)-1925
NAME OF ISSUER. CltV of Santa Monica
ADDRESS OF ISSUER 1685 Main Street. Santa Monica. California 90401
NAME OF ISSUE REFUNDED
Wastewater Entemnse Revenue Bonds CHvoerion Project). 1991 Senes A
YEAR OF ORIGINAL ISSUANCE: 1991
DATE OF NEGOTIATED REFUNDING SALE' December 8. 1993
PRINCIPAL SOLD: $38,620.000,00
PAR VALUE AMOUNT USED FOR REFUNDING $38.620.000.00
STATE REASON REFUNDING BONDS ISSUED AT PRIVATE or NEGOTIATED SALE vs
COMPETITIVE SALE (please be specific)
MUnleloal market conditions are volatile. the time of oneina is therefore cntlcal and the tlmma
. . - -
an~ notice reaUlrements for a Dublle sale are such that control over the time of sale to catch
the market at a favorable time IS dIfficult If not Imoossible. The CltV beheves that a onvate
sale to underwnters that are more thorouahlv familiar with the issue Will Droduee more
favorable rates
Completed by.
Grea Harrinaton. Eso.
- -
Dated. December 22. 1993
29199-04
JHHW GH JEV
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81
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
INCUMBENCY ~ND SIGNATURE CERTIFICATE
The underSigned hereby state and certify.
(i) that they are the duly elected or appointed, qualified and acting Director of Finance
and CIty Clerk, respectively, of the City of Santa Monica, a chartered city and mUniCipal
corporation duly organized and validly eXisting under the Constitution and laws of the State of
Cahfornla (the "City"), and as such, are famlhar With the facts herein certified and are authOrized to
certify the same;
(11) that the follOWing are now, and have continuously been since the dates of
beginning of their respective current terms of office shown below, the duly elected, qualified and
acting members of the City Council of the City, and the dates of the beginning and endmg of their
respective current terms of office are hereunder correctly deSignated opposite their names:
Member
Date of Beginning
of Current Term
Date of Ending
of Current Term
Judy Abdo
AntOniO Vasquez
Ken Genser
Asha Greenberg
Dr. Robert Holbrook
Kelly Olsen
Paul Rosenstein
November, 1992
November, 1990
November, 1992
November, 1992
November, 1990
November, 1990
November, 1992
November, 1996
November, 1994
November, 1996
November, 1996
November, 1994
November, 1994
November, 1996
(III) that the signatures set forth opposite the names of the follOWing persons are the
true and correct specimen signatures, or are the genuine signatures, of such persons, each of
whom holds the office designated below.
Namerntle
Slonature
Judy Abdo, Mayor
Charles M Dennis, Director of Finance
John Jahh, City Manager
NamefTitle
Slonature
Clance Dykhouse. City Clerk
(IV) that the bonds issued by the City designated "City of Santa MOnica Wastewater
Enterpnse Revenue Bonds (Hyperion ProJect) 1993 Refunding Senes", In the aggregate principal
amount of $38,620,000.00 and dated December 1, 1993 (the "Bonds") have been executed by
the faCSimile signature of the within-named Mayor and attested to by the faCSimile signature of the
within-named City Clerk, and that the seal of the City is Impressed hereon and IS reproduced on
the Bonds In faCSimile
Dated. December 22, 1993
CITY OF SANTA MONICA
By
Charles M. Dennis.
Director of Finance
[SEAL]
By
Clance Dykhouse.
City Clerk
-2-
29199-04
JHHW GH JEV
12115'93
B3
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
OFFICER'S Ct:RTIFICATE
The undersigned hereby states and certifies'
(I) that he IS the duly appointed, qualified and acting Director of Finance of the City of
Santa MOnica, a chartered city and munIcipal corporation duly organized and validly eXisting
under the Constitution and laws of the State of California (the "City"), and as such, is famlhar wIth
the facts herein certified and IS authorized and qualified to certify the same;
(III) that on November 9, 1993, the City CounCIl of the City duly adopted Resolution
No 8679 (the "Resolution") entitled, "Resolution of the CouncIl of the City of Santa Monica
Authorlzmg the Issuance of Not to Exceed $39,750,000 Aggregate Principal Amount of Santa
MOnica Wastewater Enterpnse Revenue Bonds (Hyparion ProJect), 1993 Refundmg Senes,
Approving the Execution and Dehvery of a First Supplemental Indenture and a Bond Purchase
Agreement and the Preparation of an OffIcial Statement and Other Matters Related Thereto",
which Resolution has not been amended, supplemented, modified, rescinded or repealed and
remains In full force and effect as of the date hereof, said date bemg the delivery date of the
bonds of the City designated "City of Santa Monica Wastewater Enterprise Revenue Bonds
(Hyperion Project) 1993 Refundmg Series", dated December 1,1993 and issued In the aggregate
principal amount of $38,620,000 (the "Bonds"),
(Ill) that, by all necessary action, the City has duly authorized and approved the
execution and delivery of the OffiCial Statement, relating to the Bonds (the "OffiCial Statement"),
and the execution and delivery of, and the performance by the City of the obligatIOns on Its part
contained In, the followmg agreements (collectively referred to herein as the "Agreements").
Indenture, dated as of November 1,1991 (the "Indenture"), by and between
Bank of Amenca NatIonal Trust and Savings Association, as trustee (the
"Trustee") and the City,
FIrst Supplemental Indenture, dated as of December 1, 1993 (the "First
Supplemental Indenture"), by and between the Trustee and the City;
Escrow Agreement, dated as of December 1 T 1993 (the "Escrow
Agreement"), by and between the City and Bank of America National Trust
and Savings ASSOCIation, as escrow bank; and
Bond Purchase Agreement, dated December 8, 1993 (the "Bond Purchase
Agreement"), by and between Lehman Brothers, as underwriter (the
"Underwriter"), and the City;
(iv) that the representations, warranties and agreements of the City contained In the
Agreements are true and correct in all material respects as of the respective dates of the
Agreements and as of the date hereof and are hereby reaffirmed,
(a)
(b)
(c)
(d)
(v) that the City is m compliance with all covenants set forth In the Indenture and the
First Supplemental Indenture and has complied With all agreements and conditions to be comphed
With by the City under all of the Agreements on or prior to the date hereof;
(vi) that no litigation, other than as disclosed In the Official Statement, IS pending or
threatened (either In state or federal courts):
affecting the eXIstence of the City or challenging the title of any of the officers
thereof to theIr respective offices,
seeking to prohibit, restram or enJoin the execution or delivery of the Bonds
or the collection of Revenues (as such term IS defined In the Indenture) or the
pledge thereof to the payment of the Bonds,
in any way contesting or affecting the validity or enforceabIlity of the Bonds
or the Agreements.
In any way contesting the eXistence or powers of the City or its authOrity to
enter mto or perform Its obligations under any of the foregOing or contesting In
any way the completeness, accuracy or fairness of the OffiCial Statement, or
m which a final adverse deCISion could matenally adversely affect the
operations or financial condition of the City or the ability of the City to
perform Its obligations under the Indenture,
(VII) that the federal tax identification number of the City is 95-6000790, and
(a)
(b)
(c)
(d)
(e)
(VIII) that for calendar year 1993 and Includmg the Information Return for Tax-Exempt
Governmental Obligations Form S038-G, filed with the fnternal Revenue Service for the Senes A
Bonds, the City has filed one (1) Information Return, Form B03S-G, with the Internal Revenue
Service, Philadelphia, Pennsylvania 19255
Dated. December 22, 1993
CITY OF SANTA MONICA
By
Charles M Denms,
Director of Finance
-2-
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$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
CERTIFICATE REGARDING USE OF PROCEEDS
The undersigned does hereby state and certify as follows:
(I) that he is the Director of Finance of the City of Santa Monica, California (the "City"),
is authorized to execute this certificate on behalf of the City and is knowledgeable wIth respect to
the matters set forth herein;
(ii) that, pursuant to an Indenture, dated as of November 1, 1991, by and between
Bank of America National Trust and Savings Association, as trustee (the "Trustee") and the City,
as supplemented by the First Supplemental Indenture, dated as of becember 1, 1993, by and
between the Trustee and the City (the "First Supplemental Indenture"), the City is issuing on the
date hereof its $38,620,000 principal amount of City of Santa Monrca Wastewater Enterpnse
Revenue Bonds (Hyperion Project) 1993 Refunding Series (the "Bonds");
(III) that, of the proceeds of the Bonds received by the Trustee on the date hereof, the
Trustee wlII, pursuant to the First Supplemental Indenture, transfer $37,699,428 00 to Bank of
America National Trust and Savings ASSOCiation, as escrow holder, to be used to refund on a
advanced basis all of the City's $34,200,000 Wastewater Enterpnse Revenue Bonds (Hypenon
Project), 1991 Senes A, presently outstanding In the aggregate pnnclpal amount of $33,915,000
(the "1991 Series A Bonds"),
(iv) that the proceeds of the 1991 Senes A Bonds are to be used to finance
wastewater treatment facility improvements (the "Project"), as more particularly descnbed in Part I
of Exhibit A hereto attached and by thiS reference herein Incorporated;
(v) that Part II of Exhibit A hereto attached describes (A) each use to be made by any
person of the PrOject, other than use by the City and other non-federal governmental units and
other than use by members of the public generally, and (B) payments (If any) In respect of such
use which are to be received after the date hereof,
(VI) that no portion of the proceeds of the 1991 Series A Bonds were, and no portion of
the proceeds of the Bonds will be used, directly or indirectly, to make or finance a loan to any
person (other than a State of local government unit) or to acquire property which Will be sold to
any person (other than a State or local governmental Unit) on an installment sale baSIS except as
referenced 10 Part 11 of Exhibit A;
(vii) that, except as otherwise referenced in Exhibit A, the City expects to use the
Project for the governmental purposes referenced In Exhibit A or for other governmental purposes
of the City dunng the entire term of the Bonds;
(VIII) that the above statements are made on the baSIS of the facts, estimates and
circumstances In eXistence on the date hereof and that the undersigned has exercised due
diligence to assure that all material facts, estimates and circumstances relating to the above
statements were made available to the undersigned and reViewed by the undersigned;
(IX) that to the best knowledge of the undersigned the above statements are
reasonable and there are no other facts, estimates or Circumstances, other than those set forth
herein, that would materially affect the statements made herem; and
(x) that the undersigned is aware that Jones Hall HIli & White, A ProfeSSional Law
Corporation, IS rendenng an opinion on the date hereof substantially to the effect that the interest
on the Bonds is excluded from gross income for federal Income tax purposes and in rendenng
such opinion is relymg upon the statements made herein and m Exhibit A hereto attached
IN WITNESS WHEREOF, I have hereunto set my name this 22nd day of December,
1993.
CITY OF SANTA MONICA
By
Charles M Dennis,
Director of Fi nanea
~2-
EXHIBIT A
Descnptlon of Project
CIty's proportionate share of the costs of upgradmg the Hypenon wastewater treatment facIlity
II Description of Use of Project
A Use by any Person Other than Governmental Units or Members of Public Generally
None
B Payments to be Made after Date Hereof in Respect of Above Use
None
Exhibit A-1
29199-04
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$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
REQUEST OF THE CITY TO TRUSTEE
~EyARDING AUTHENTICATION AND DELIVERY OF BONDS
The undersigned hereby states and certifies.
(1) that he IS the duly appointed, qualified and acting Director of Fmance of the City of
Santa Monica, a chartered city and mUnicipal corporatIOn duly organized and validly eXisting
under the Constitution and laws of the State of California (the "City"), and as such, IS familiar wIth
the facts herein certified and IS authorized and qualified to certify the same; and
(ii) that, pursuant to Section 12.02 of that certain First Supplemental Indenture, dated
as of December 1, 1993 (the "First Supplemental Indenture"), by and between Bank of Amenca
National Trust and Savings ASSOCiation, as trustee (the 'Trustee") and the City, the undersigned
hereby requests the Trustee to authenticate and deliver City of Santa Momca Wastewater
Enterpnse Revenue Bonds (Hypenon ProJect) 1993 Refunding Series, In the aggregate principal
amount of $38,620,000 substantially In the form attached as Exhibit A to the First Supplemental
Indenture, and to deliver such bonds to or upon the order of Lehman Brothers, as underwnter.
Dated: December 22, 1993
CITY OF SANTA MONICA
By
Charles M. DenniS,
Director of Finance
29199-04
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87
$3816201000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
REQUEST NO.1 OF THE CITY FOR DISBURSEMENT
FROM THE 1993 SERIES EXPENSES FUND
The undersigned hereby states and certifies'
(I) that he is the duly appointed, qualified and actmg DIrector of Fmance of the City of
Santa MOnica, a chartered cIty and mUnicipal corporation duly organized and validly eXisting
under the Constitution and laws of the State of California (the "City"), and as such, IS familiar with
the facts herein certified and is authorized and qualified to certify the same;
(II) that he IS an authonzed City Representative;
(i/l) that, pursuant to SectIon 12.06 of that certain First Supplemental Indenture, dated
as of December 1, 1993 (the "First Supplemental Indenture"), by and between Bank of Amenca
National Trust and Savings AssociatIOn, as trustee (the "Trustee") and the City, the Trustee is
hereby requested to disburse this date. from the City of Santa Monica Wastewater Enterpnse
Revenue Bonds (Hypenon ProJect) 1993 Senes Expenses Fund (the "1993 Senes Expenses
Fund"). to the payees set forth on Exhibit A attached hereto and by this reference Incorporated
herem. the amount set forth as Costs of Issuance Opposite such payee;
(iv) that each disbursement requested herein has been properly incurred. IS a proper
charge against the 1993 Series Expenses Fund and has not been the basis of any prevIous
disbursement,
(v) that accompanymg thiS ReqUISItion is an inVOice for each disbursement (If any)
requested herein,
(VI) that no Event of Default has occurred and IS continuing, and
(vii) that capltahzed terms used herem and not otherwise defmed shall have the
meanings ascnbed thereto m the Indenture, dated as of November 1, 1991, as amended, by and
between the Trustee and the City, or 10 the First Supplemental Indenture
Dated: December 22, 1993
CITY OF SANTA MONICA
By
Charles M. Denms,
Director of Finance
EXHIBIT A
Pavee Name and Address PUI:pose of Obllaatlon
Jones Hall Hill & White Special Counsel Fee and
Impenal Bank Reimbursable Expenses
ABA 122201444
456 Montgomery Street, 6th Floor
San FrancIsco, CA 94104
For the Account of Jones Hall Hill & White
Acct No 16-133-310
AMBAC Indemmty Corporation Bond Insurance Premium
One State Street Plaza
New York, New York 10004
ABA 021000089
For the Account of AMBAC Indemnity Corporation
Acct. No. 40609486
Attn: Ivan Greenfield (212) 208-3277
Policy No. 9505BE
Connell and ASSOCiates
11601 Wilshire Blvd., SUite 2440
Los Angeles, California 90025
Public FinancIal Management, Inc.
275 Battery Street, #2140
San FranCISco, California 94111-3336
Bank of Amenca National Trust and
Savings ASSociation
Corporate Trust #8510
333 South Beaudry Avenue, 25th Floor
Los Angeles, CalifornIa 90017
Fmanclal Advisor Fees
Fmancial Advisor Fees
Trustee and Escrow Bank Fees
Exhibit A-1
Amount
$
$ 249,931.00
$
$
$
29199-04
JHHW GH JEV
12115'93
B8
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
REQUEST OF THE CITY TO
TRUSTEE REGARDING INVESTMENTS
The undersigned hereby states and certifies
(I) The undersigned IS the Director of Finance of the City of Santa Monica, a chartered
city and mUnicipal corporatIon duly organized and validly existing under the Constitution and laws
of the State of California (the "City"), is authorized to execute this certificate on behalf of the City
and IS knowledgeable with respect to the matters set forth herein;
(II) The undersigned has read Article V of the Indenture, dated as of November 1, 1991
(the "Indenture"), by and between Bank of Amenca National Trust and SavIngs Association, as
trustee (the "Trustee") and the City, that certam First Supplemental Indenture, dated as of
December 1, 1993 (the "First Supplemental Indenture"), by and between the Trustee and the
City, and the definitions contamed 10 the Indenture and the First Supplemental Indenture of the
capitalized terms used In said Article;
(ill) The amounts depOSited on the date hereof In the funds held by the City and
established pursuant to the Indenture were Invested, on the date hereof, In the Investments set
forth on Exhibit A attached hereto and by thiS reference Incorporated herein;
<'v) The investments referenced on Exhibit A were acqUIred on the date hereof at their
fair market value as such term is defined in Section 5.05 of the Indenture, as amended by the First
Supplemental Indenture; and
(v) The Investments referenced on Exhibit A are "Permitted Investments" as that term IS
defmed In the Indenture.
Dated: December 22, 1993
CITY OF SANTA MON ICA
By
Charles M. DenniS,
Director of Finance
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29199-04
JHHW GH JEV
12/14193
89
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
CERTIFICATE OF MAILING 8038-G
I, Jenmfer E Vlksten, certify that for and on behalf of the City of Santa MOnica on the date
hereof, I caused to be mailed an Information Return for Tax-Exempt Governmental Obligation
Issues, Form B03B-G, relating to the captioned finanCing, via first class certIfied mall, return-receipt
requested, postage prepaId, to the Internal Revenue ServIce Center, Philadelphia, Pennsylvama
19255, a true copy of which Form 8038-G IS hereto attached
Dated December 22, 1993
Jenmfer E. Vlksten,
Jones Hall Hill & White,
A ProfessIonal Law CorporatIon
810
[LETTERHEAD OF CITY ATTORNEY]
December 22,1993
City of Santa Momca
1685 Main Street
Santa Momca, California 90401
Lehman Brothers
601 South Figueroa, Suite 4490
Los Angeles, California 90017
Re. $38,620,000 City of Santa MOnica Wastewater Enterpnse Revenue Bonds
(Hvoenon PrOJect) 1993 Refundlna Senes
Ladles and Gentlemen:
I am the Acting Ci!y Attorney of the City of Santa MOnica, CalifornIa (the "City") and have
acted as such In connection With the Issuance of $38,620,000 aggregate principal amount of
bonds of the City designated "City of Santa MOnica Wastewater Enterpnse Revenue Bonds
(Hype non Project) 1993 Refundmg Senes", dated December 1, 1993 (the "Bonds"). I have
examined the Indenture, dated as of November 1, 1991 (the "Onginal Indenture"), by and
between Bank of Amenca National Trust and Savmgs ASSOCiation, as trustee (the "Trustee") and
the City, the First Supplemental Indenture, dated as of December 1, 1993 (the "First
Supplemental Indenture"), by and between the Trustee and the City, the OffiCial Statement,
dated December 8, 1993, relating to the Bonds (the "Official Statement"), and such other
documents as deemed reasonably necessary to render thiS opinion The Ongrnallndenture as
supplemented by the First Supplemental Indenture is referred to herem as the "Indenture"
Based upon myexammatlon, I am of the opinion, as of the date hereof, that.
1. The City IS a municipal corporation and charter city duly organized and validly
existing under the Constitution and laws of the State of Califorma
2 Resolution No. 8679, adopted by the Council of the City on November 9, 1993,
approving and authorizing the issuance of the Bonds and the execution and delivery of the First
Supplemental Indenture, the Bond Purchase Agreement, dated December 8, 1993, by and
between Lehman Brothers, as underwnter and the City (the "Bond Purchase Agreement") and
the Bonds was duly adopted at a meeting of the City Council of the City, which was called and
held pursuant to applicable laws and With all public notice reqUired by applicable laws and at
which a quorum was present and acting throughout.
"
City of Santa Momca
Lehman Brothers
December 22, 1993
Page 2
3 There IS no action, suit, proceeding or Investigation at law or in equIty before or by
any court, public board or body, pending or, to the best of my knowledge, threatened against or
affecting the City, to restrain or enJoin the issuance or delivery of the Bonds, in any way
contesting or affecting any authonty for the issuance of the Bonds or the vahdlty of the Bonds,
the Indenture or the Bond Purchase Agreement, or In any way contesting the eXistence or powers
of the City with respect to the Issuance of the Bonds or the secunty therefor, wherem an
unfavorable decIsion, ruling or flndmg would adversely affect the transactions contemplated by
the Indenture or the Bond Purchase Agreement or the validity of the Bonds
4 The execution and dehvery of the Bonds, the First Supplemental Indenture and the
Bond Purchase Agreement, and compliance with the provIsions of the Bonds, the Indenture and
the Bond Purchase Agreement, under the circumstances contemplated thereby, do not and Will not
conflIct with or constitute on the part of the City a breach of or default under any agreement or
Instrument to which the City IS a party or by which It is bound or any eXisting law, regulation,
court order, consent decree, charter, or by-laws to which the CIty is subject, wherein an
unfavorable decision, ruling or finding would adversely affect the transactions contemplated by
the Indenture or the Bond Purchase Agreement or the validity of the Bonds.
5. The First Supplemental Indenture, the Bond Purchase Agreement and the Bonds
have been duly authonzed, executed and delivered by the City, and the Indenture and the Bond
Purchase Agreement constitute the legal, valid and binding obligations of the City, enforceable
against the City in accordance with their terms, subject to bankruptcy, Insolvency, reorgamzatlon,
arrangement, fraudulent conveyance, moratonum and other laws relating to or affecting creditors'
rights to the application of equitable prinCiples, and the exercise of JUdicial discretion In appropnate
cases.
6. The informatIon contamed in the OffICIal Statement relating to the CIty (excluding
therefrom the finanCial statements and the financial and statlstlcal data Included therein, as to
which no opinion IS expressed) is correct and complete and nothing has come to my attentIon
which would lead me to believe that such mformation contains any untrue statement of a matenal
fact or omits to state a material fact reqUired to be stated therem or necessary to make the
statements therein, in light of the circumstances under which they were made, not misleading.
Very truly yours,
Joseph Lawrence, Esq
Acting City Attorney
of the City of Santa Monica
29199-04
JHHW GH JEV
121'15193
C2
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
CERTIFICATE OF TRUSTEE
The undersigned hereby states and certifies
(I) that she IS an authorized officer of Bank of America National Trust and Savings
Association, acting as trustee (the "Trustee") under that certam Indenture, dated as of November
1, 1991 (the "Indenture"), by and between the Trustee and the City of Santa MOnica (the "City"),
as supplemented by that certain First Supplemental Indenture, dated as of December 1, 1993
(the "First Supplemental Indenture"), by and between the Trustee and the City, relating to the
above-captioned Wastewater Enterprrse Revenue Bonds (Hyperron Project) 1993 Refunding
Serres (the "Bonds"), and as such, IS familiar with the facts herein certified and IS authorrzed and
qualified to certify the same;
(II) that the Trustee IS a national banking association duly organized and In good
standmg under the laws of the United States of Amenca, haVing the full power and authorrty to
carry out corporate trust powers as Trustee and has all necessary power and authority to
perform Its duties under the Indenture and First Supplemental Indenture;
(ili) that to the best knowledge of the Trustee, no consent, approval, authorization or
other action by any governmental or regulatory authonty having junsdlctlon over the trust powers
of the Trustee that has not been obtained IS or Will be required for the performance by the Trustee
of Its obligations under the Indenture and the FIrst Supplemental Indenture; and
(IV) the acceptance by the Trustee of its duties under the Indenture and the First
Supplemental Indenture has been duly authorized by all necessary corporate action on the part
of the Trustee and, to the best knowledge of the Trustee, compliance with the terms thereof Will
not In any material respect conflict with, or result in a violation or breach on the part of the Trustee
of, or constitute a default on the part of the Trustee under, any loan agreement, Indenture, bond,
note, resolubon, charter, by-laws or any other agreement or instrument to which the Trustee IS a
party in its capacity as Trustee or by which It IS bound, or any law or any rule, regulation, or order
or decree of any court or governmental agency or body haVing jUrisdiction over the Trustee In Its
capacity as Trustee or any of ItS actiVities as Trustee in its fidUCiary capacity is subject or by
which It is bound.
Dated' December 22, 1993
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Trustee
By
Authonzed Officer
..
29199-04
JHHW GH JEV
12/1593
C3
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
CERTIFICATE OF ESCROW BANK
The undersigned hereby states and certIfies.
(I) that she IS an authorized officer of Bank of Amenca National Trust and Savings
Association, as escrow bank (the "Escrow Bank") under that certarn Escrow Agreement, dated as
of December 1, 1993 (the "Escrow Agreement"), by and between the City of Santa Monica (the
"City") and the Escrow Bank, IS familiar with the facts herein certified and is authorized and
qualified to execute and deliver this certificate;
(II) that the Escrow Bank is a national banking association duly organized and In good
standing under the laws of the Umted States of America, havmg the full power and authority to
carry out corporate trust powers as Escrow Bank and has all necessary power and authority to
perform Its duties under the Escrow Agreement,
(III) that to the best knowledge of the Escrow Bank, no consent, approval, authorization
or other action by any governmental or regulatory authority having jUrisdiction over the trust
powers of the Escrow Bank that has not been obtamed IS or Will be required for the performance
by the Escrow Bank of Its obligations under the Escrow Agreement, and
(IV) the acceptance by the Escrow Bank of its duties under the Escrow Agreement has
been duly authorized by all necessary corporate action on the part of the Escrow Bank and, to
the best knowledge of the Escrow Bank, compliance with the terms thereof Will not in any material
respect conflict with, or result in a violation or breach on the part of the Escrow Bank of, or
constitute a default on the part of the Escrow Bank under, any loan agreement, Escrow
Agreement, bond, note. resolution, charter, by-laws or any other agreement or Instrument to which
the Escrow Bank IS a party in its capacity as Escrow Bank or by which It IS bound, or any law or
any rule, regulation, or order or decree of any court or governmental agency or body having
Junsdlctlon over the Escrow Bank in its capacity as Escrow Bank or any of ItS activIties as
Escrow Bank In Its fidUCiary capacIty IS subject or by which It is bound.
Dated: December 22, 1993
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION,
as Escrow Bank
By
Authorized Officer
...
291 gg.()4
JHHW GH JEV
1211593
C4
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
TRUSTEE'S RECEIPT OF PROCEEDS AND
ACKNOWLEDGMENT OF TRANSFER OF FUNDS
The undersigned hereby states and certIfies.
(I) that she is an authorized officer of Bank of America Nattonal Trust and Savings
AssOciation, a national banking aSSocIation organized and existing under the laws of the Umted
States of Amenca, acting as trustee (the RTrustee") under that certain Indenture, dated as of
November 1, 1991 (the "Ongmallndenture"), by and between the Trustee and the City of Santa
MOnica (the "City"), as supplemented by that certain First Supptementallndenture, dated as of
December 1, 1993 (the "FIrst Supplemental Indenture"), by and between the Trustee and the
City (the Onglnal Indenture as supplemented by the First Supplemental Indenture IS referred to
herein as the "Indenture"), and as such, is familiar With the facts herein certified and IS authOrized
and qualified to certify the same;
(ii) that, on the date hereof, the Trustee received from Lehman Brothers, as underwriter
(the "Underwriter"), of the above-captioned bonds (the "Bonds"), the amount of $37,249,859.33,
WhiCh, together With the good faith depOSit of $377,300.00 heretofore received, represents the
total purchase price for the Bonds ($37,627,15933), which amount has been depOSited and
transferred by the Trustee on the date hereof, pursuant to Section 12.06 of the Indenture, Into the
funds and accounts established under the Indenture as follows:
$ 37,324,428.00
125,14688
8,831 73
168.752.7?
$ 37,6271159.33
transferred to the Escrow Bank for immediate depOSit
Into the Escrow Fund
depOSited Into the Interest Fund
deposited Into the Reserve Account
deposited Into the 1993 Series Expenses Fund
TOTAL AMOUNT DEPOSITED OR
TRANSFERRED THIS DATE
(Ill) that the purchase price of the Bonds has been calculated by the Underwriter and
represented to the Trustee to be as follows:
$ 38,620,000.00
(159,114.40)
(708,942.15)
(249,931.00)
125.146.88
PrinCipal Amount of Bonds
Less Underwriter's Discount
Less Onglnallssue Discount
Less Insurance Premium
Plus Accrued Interest from December 1, 1993 to the
date hereof (21 days)
TOTAL PURCHASE PRICE RECEIVED THIS DATE
$ 37,627,159.33
(377.300.00)
$ 37,249,859.33
Less Good FaJth Check
NET AMOUNT RECEIVED BY
THE TRUSTEE THIS DATE
...
(IV) that, on the date hereof, the Trustee transferred the Permitted Investments on
deposit in the 1991 Series A Reserve Account to the 1993 Series Reserve Account,
(v) that the Trustee acknowledges receipt this date of the Municipal Bond Insurance
Polley 9505BE Issued for the Bonds by AMBAC Indemmty Corporation, and
(VI) that capitalized terms used herem and not otherwise defined shall have the
meamngs ascribed thereto in the Indenture
Dated: December 22,1993
BANK OF AMERICA NATIONAL TRUST
AND SA VINGS ASSOCIATION,
as Trustee
By
AuthOrized Officer
-2-
29199-04
JHHW GH JEV
12115'93
C5
$38,620,000
CrTV OF SANTA MONrCA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
ESCROW BANK'S RECEIPT
AND APPLICATION OF FUNDS
The undersigned authorized officer of Bank of Amenca National Trust and Savmgs
AsSOciation, as escrow bank (the "Escrow Bank") under that certain Escrow Agreement, dated as
of December 1, 1993 (the "Escrow Agreement"), by and between the City of Santa MOnica (the
"City") and the Escrow Bank, prOViding for the refunding of the City's Wastewater Enterprise
Revenue Bonds (Hype non Project), 1991 Senes A, hereby states and certifies'
(I) that the Escrow Bank has thiS date received from Bank of America National Trust
and Savings Association, as trustee (the "Trustee"), under that certain Indenture, dated as of
November 1, 1991, by and between the Trustee and the City, as supplemented by that certain
First Supplemental Indenture, dated as of December 1, 1993, by and between the Trustee and
the City, the amount of $37.324,428 00 In Immediately available funds, and has deposited said
amount this date into the Escrow Fund established pursuant to the Escrow Agreement;
(il) that the Escrow Bank has thiS date received from the City the amount of
$375,000.00 10 immediately available funds, and has deposited said amount thiS date IOta the
Escrow Fund established pursuant to the Escrow Agreement,
(III) that the Escrow Bank has Invested $36.209.600.00 of the moneys deposIted IOta
the Escrow Fund In the Federal Securities set forth In Exhibit 1 attached to the Escrow Agreement
and IS holding the balance, $1,489,86461, in cash, uninvested; and
(iv) that capitalized terms used herein and not otherwise defined shall have the
meanings ascnbed thereto in the Escrow Agreement.
Dated' December 22, 1993
BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION.
as Escrow Bank
By
Authorized OffIcer
29199-04
JHHW GH JEV
12/15'93
E1
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE BONDS
(Hyperion Project)
1993 REFUNDING SERIES
CERTIFICATE OF UNDERWRITER
The underslgned, on behalf of Lehman Brothers, as the underwriter (the "Underwnter") of
the above-captioned bonds (the "Bonds"), hereby confirms our advice to you that.
(I) based upon reasonable expectations and actual facts which eXisted on
December 8, 1993, being the date upon which the City of Santa Momca sold the Bonds to the
Underwriter, the Initial offering pnce of each maturity of the Bonds to the public (excluding
bondhouses, brokers or similar persons or organizations acting in the capacity of underwriters or
wholesalers) at which a substantial amount of each maturity of the Bonds was to be sold to the
public on the date hereof IS set forth on Exhibit A attached hereto and by this reference
incorporated herem,
{ii} the Bonds of each matunty were actually offered to the general public In a bona fide
public offering for the prices set forth on said Exhibit A,
(III) the present value of the fees for the municipal bond insurance {the "Insurance"}
Issued by AMBAC Indemmty Corporation (the "Insurer") IS less than the present value of
expected interest savmgs as a result of the Insurance, determined by uSing the Yield of the
Bonds (Including fees for the Insurance) as the discount rate In computing present value,
(iv) based on the experience of the Underwriter In assisting issuers to obtain mUniCipal
bond Insurance, the fees for the Insurance do not exceed a reasonable arm's length charge for
transfer of the credit risk represented by the Insurance and do not Include any payment for any
direct or indirect services other than the transfer of credIt nsk; and
(v) the establishment of the Reserve Account In the amount of the reserve reqUirement
(as Identified In the legal documents authonzlnQ the Issuance of the Bonds) was reqUired by the
Insurer and the Issuance of the Insurance was Vital to the marketing of the Bonds
Dated December 22, 1993
LEHMAN BROTHERS,
as Underwriter
By
Authorized Representative
...
o
EXHIBIT A
Matu nty
lJanuarv 1) Princloal Amount Interest Rate Pnce*
1995 $255,000.00 8.000% 105216%
1996 445,000 00 8.000 108 926
1997 485,000 00 8000 111 590
1998 520,000 00 8.000 114134
1999 565,000.00 1 0 000 124 998
2000 625,00000 12 000 137916
2001 700,000.00 12 000 142.504
2002 795,000.00 12.000 145.805
2003 890,00000 12.000 150.343
2004 1,005,00000 12 000 154.663
2006 2,320,000.00 4.500 96.396
2008 2,585,000.00 5000 99005
2010 2,895,000.00 4.750 95 146
2012 3,225,000.00 4.750 94.216
2015 5,440,000.00 4500 90 282
2018 6,200,000.00 4.500 89.199
2020 4,620,000.00 4.500 88.644
2022 5,050,000.00 4.250 84.760
* Stated as a percentage of par, accrued Interest IS added.
Exhibit A-1
~
29199-04
JHHW GH JEV
12/1 Ml3
.
.
E2
$38,620,000
CITY OF SANTA MONICA
WASTEWATER ENTERPRISE REVENUE
(Hyperion Project)
1993 REFUNDING SERIES
BONDS
RECEIPT FOR BONDS
Receipt is hereby acknowledged from Bank of Amenca National Trust and Savings
ASSOciation, as trustee (the 'Trustee"), under that certain Indenture, dated as of November 1,
1991, by and between the Trustee and the City of Santa MOnica (the "City") as supplemented
by that certain First Supplemental Indenture, dated as of December 1, 1993, by and between the
Trustee and the City (as so supplemented, the "Indenture"), of the follOWing descnbed bonds
Issued by the City and authenticated by the Trustee pursuant to the Indenture'
"City of Santa MOnica Wastewater Enterpnse Revenue Bonds (Hyperlon
Project) 1993 Refundmg Series", Issued In the aggregate principal amount of
$38,620,000, dated December 1, 1993, Issued In the form of fully-registered book-
entry only bonds.
Dated: December 22, 1993
LEHMAN BROTHERS,
as underwriter
By
Authorized Representative
r iJl....
,
~
~
December 22, 1993
AMBAC Indemnity Corporation
One State Street Plaza
New York, New York 10004
OPINION: $38,620,000 City of Santa MOnica Wastewater Enterprise Revenue Bonds
(Hvoenan PrOlectt 1993 Refundrna Senes
- - -
ladies and Gentlemen:
ThiS letter is addressed to you, as the bond msurer, in connectIon with the Issuance by
the City of Santa Momca (the "CIty") of $38,620,000 aggregate pnnclpal amount of Its
Wastewater Enterprise Revenue Bonds (Hyperion ProJect), 1993 Refunding Senes (the
.Bonds~). The Bonds are being issued pursuant to an Indenture, dated as of November " 1991,
by and between Bank of America National Trust and Savings Association, as trustee (the
"Trustee") and the City, as supplemented by a First Supplemental Indenture, dated as of
December " 1993, by and between the Trustee and the City (as so supplemented, the
"Indenture") for the purpose of advance refundmg all of the City's outstandmg Wastewater
Enterprise Revenue Bonds (Hypenon Project), 1991 Series A (the "Pnor Bonds"). Capitalized
terms not otherwise defmed herein shall have the meanings ascnbed thereto In the Indenture
We have delivered our flOallegal opinion as bond counsel concerning the validity of the
Indenture and certain other matters, dated the date hereof and addressed to the City. You may
rely on such opimon as though the same were addressed to you.
In connection With our role as bond counsel, we have reviewed the Indenture, the Escrow
Agreement, the Venficatlon Report. dated December 7, 1993, of Ernst & Young relating to the
defeasance of the Pnor Bonds, opimons of counsel to the City and the Trustee, certificates of the
City, the Trustee and others as to certain factual matters and such other documents and matters
to the extent we deemed necessary to render the opinIons set forth herein.
The opinions expressed herem are based on an analysis of eXisting laws, regulatIons,
rulings and court deciSions and cover certain matters not drrectly addressed by such authontles.
We have assumed the genumeness of all documents and signatures presented to us. We have
not undertaken to verify independently, and have assumed, the accuracy of the factual matters
represented, warranted or certifIed in the documents, and of the legal conclusions contained in the
opInIons, referred to in the third paragraph hereof. In addition, we call attentron to the fact that the