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RESOLUTION 92-024 187
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<br />Finance Director and any person designated by the Mayor (the "Designated Officers")
<br />are, and each of them acting alone is, hereby authorized and directed, for and in the
<br />name and on behalf of the City, to execute and deliver the Indenture, and the Clerk of the
<br />City Council (the "City Clerk") or any Assistant City Clerk is hereby authorized and
<br />directed, for and in the name and on behalf of the City, to attest the Indenture, in
<br />substantial]y said form, with such additions thereto or changes therein as are
<br />recommended or approved by such officers upon consultation with bond counsel to the
<br />City (provided that no additions or changes shall authorize an aggregate principal
<br />amount of Bonds in excess of $4,168,000, result in an initial true interest cost on the Bonds
<br />in excess of 8.25% per annum or result in an underwriter"s discount in excess of 2.5% of
<br />the aggregate principal amount of the Bonds), the approval of such additions or changes
<br />to be conclusively evidenced by the execution and delivery by the City of said Indenture.
<br />The date, maturity dates, interest rate or rates, interest payment dates, denominations,
<br />form, registration privileges, manner of execution, place of payment, terms of
<br />redemption, including the right of the bondowners to tender their Bonds for repurchase,
<br />and other terms of the Bonds shall be as provided in the Indenture as finally executed.
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<br /> Section 4. The proposed form of loan agreement (the "Loan Agreement") among
<br />the Trustee, the City and the Borrower, in substantially the form presented to this
<br />meeting, is hereby approved. The Designated Officers of the City are, and each of them
<br />is, hereby authorized and directed, for and in the name and on behalf of the City, to
<br />execute and deliver the Loan Agreement in substantially said form, with such additions
<br />thereto or changes therein as are recommended or approved by such officers upon
<br />consultation with bond counsel to the City, the approval of such additions or changes to be
<br />conclusively evidenced by the execution and delivery by the City of said Loan Agreement.
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<br /> Section5. The proposed form of bond purchase contract (the "Purchase
<br />Contract") among the City, the Borrower and Prudential Securities Incorporated (the
<br />"Underwriter"), in substantially the form presented to this meeting, is hereby approved.
<br />The Designated Officers of the City are, and each of them is, hereby authorized and
<br />directed, for and in the name and on behalf of the City, to accept the offer of the
<br />Underwriter to purchase the Bonds contained in the Purchase Contract (when such offer
<br />is made and if such offer is consistent with Section 3 hereof) and to execute and deliver
<br />said Purchase Contract in substantially said form, with such additions thereto or
<br />changes therein as are recommended or approved by such officers upon consultation
<br />with bond counsel to the City, the approval of such additions or changes to be conclusively
<br />evidenced by the execution and delivery by the City of said Purchase Contract.
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<br /> Section 6. The proposed form of Preliminary Official Statement relating to the
<br />Bonds (the "Preliminary Official Statement"), in substantially the form presented to this
<br />meeting, with such additions thereto or changes therein as are recommended or
<br />approved by such officers upon consultation with bond counsel to the City, is hereby
<br />approved. The Underwriter is hereby authorized to distribute copies of said Preliminary
<br />Official Statement to persons who may be interested in the purchase of the Bonds and is
<br />directed to deliver copies of the Preliminary Official Statement brought to final form (the
<br />"Official Statement") to all actual purchasers of the Bonds. The Designated Officers of
<br />the City are, and each of them is, hereby authorized and directed, for the name and on
<br />behalf of the City, to execute the Official Statement.
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<br /> Section 7. The proposed form of intercreditor agreement (the "Intercreditor
<br />Agreement") among the City, the Trustee and The Tokai Bank, Ltd., Los Angeles
<br />Agency, the credit provider (the "Bank"), in substantially the form presented to this
<br />meeting, is hereby approved. The Designated Officers of the City are, and each of them
<br />is, hereby authorized and directed, for and in the name of and on behalf of the City, to
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