HomeMy WebLinkAboutRES NO 185-86RESOLUTION NO. 185-86
A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF BAKERSFIELD, CALIFORNIA, AUTHORIZING THE
EXECUTION AND DELIVERY OF A SUPPLEMENTAL
INDENTURE AND A SUPPLEMENTAL LOAN AGREEMENT
WITH RESPECT TO THE CITY OF BAKERSFIELD,
CALIFORNIA $4,900,000 ECONOMIC DEVELOPMENT
REVENUE BONDS (CALIFORNIAN CONVALESCENT
HOSPITAL PROJECT), SERIES 1985 AND AUTHO-
RIZING THE TAKING OF ALL OTHER ACTIONS
NECESSARY FOR THE CONSUMMATION OF THE TRANS-
ACTIONS CONTEMPLATED BY THIS RESOLUTION.
WHEREAS, the City of Bakersfield, California, (the
"Issuer") is authorized by the Constitution and laws of the
State of California and under Chapter 3.5 of Title 3 of the
Bakersfield Municipal Code (the "Act"), to issue its revenue
bonds for the purposes of providing funds to make secured or
unsecured loans to finance or refinance the cost of acquiring,
constructing, improving and/or equipping one or more "facili-
ties", as defined in the Act, including the acquisition, con-
struction and equipping of a nursing home facility; and
WHEREAS, the Issuer has issued its $4,900,000
Economic Development Revenue Bonds (Californian Convalescent
Hospital Project), Series 1985 (the "Bonds") under and pursuant
to the terms of that certain Indenture, dated as of December
15, 1985 between the Issuer and California First Bank, as
Trustee (the "Trustee"); and
WHEREAS, Pencode III, a California limited partner-
ship (the "Borrower") has entered into a Loan Agreement, dated
as of December 15, 1985 (the "Agreement") with the Issuer for
the purpose of financing a portion of the costs of acquisition,
construction and equipping of the Project (as defined in the
Agreement) from the proceeds of the Bonds; and
WHEREAS, the Borrower has requested to transfer all
of its right, title ~d.~n~erest in and to the Project to The Gene
E. Lynn Bakersfield/ ~ership, a Washington limited ~-
hership which is a~thorized to do business in the State of
California (the "Partnership"), and to amend the Agreement and
the Indenture, respectively, by' virtue of a Supplemental Loan
Agreement, dated as of November 15__, 1986 (the "Supplemental
Agreement") between the Partnership and the Issuer and a
Supplemental Indenture of Trust, dated as of November. 15, 1986
(the "Supplemental Indenture"), between the Issuer 'and the
Trustee, all for the purpose of effecting the change in
ownership of the Project as aforesaid.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND
COUNCIL OF THE CITY OF BAKERSFIELD, CALIFORNIA T~IAT:
Section 1. Upon consideration of the reauest of the
Borrower to sell and transfer the Project toTh~i~dE- LY~r~akersfield
nership, a Washington limited partnership and in compliance
with the requirements of Article 5 of the Agreement, specific-
ally Section 5.01 thereof, the sale and transfer of the Project
from the Borrower to the Partnership is hereby approved subject
to compliance with the provisions of Section 3 of this
Resolution.
Section 2. The form, terms and provisions of the
Supplemental Agreement attached hereto as Exhibit A and the
Supplemental Indenture attached hereto as Exhibit B, presented
at this meeting, are hereby approved, with such insertions,
omissions and changes as shall be approved by the Mayor, and
the execution of such documents being conclusive evidence of
such approval; and, the Mayor is hereby authorized and directed
to execute the Supplemental Agreement and the Supplemental
Indenture and such other documents in connection therewith and
any related exhibits attached thereto for the purposes contem-
plated by this Resolution.
Section 3. The City Clerk is authorized to deliver
the Supplemental Agreement and the Supplemental Indenture and
all other documents in connection therewith hereby authorized
upon receipt by Counsel to the Issuer, in form satisfactory to
such Counsel, of the following documents:
(a) Written agreement by the Partnership to
assume the Borrower's responsibilities and
obligations under the Agreement upon the
terms and conditions set forth on Exhibit A
attached hereto.
(b) An Opinion of Counsel (as such term as
defined in the Indenture) to the effect that
the Partnership has agreed to assume the
Borrower's responsibilities and obligations
in the manner set forth in the Agreement and
that all requirements of Section 5.1 of the
Agreement have been.met with respect to such
transfer.
(c) A written opinion of Bond Counsel to the
effect that the transfer herewith authorized
will not subject the interest income on the
Bonds, when held by the holders other than
"substantial users" or "related persons" as
such terms are defined in the Internal
Revenue Code of 1986, as amended and the
regulations thereunder, to federal income
taxes.
(d) A certificate from Seattle-First
National Bank (the "Bank"), to the effect
that the Partnership as buyer of the Project,
is acceptable to the Bank for the purposes
and in satisfaction of the requirements set
forth in Section 5.01 of the Agreement.
(e) A certificate from the Trustee evi-
dencing its consent to the Supplemental
Agreement and the Supplemental Indenture.
Section 4. This resolution shall be deemed to be
evidence of the Issuer's consent to the transfer of the Project
as recited above and in accordance with the requirements of
Section 5.01 of the Agreement, upon completion of the condi-
tions set forth in Section 3 of this Resolution.
Section 5. All other provisions of the Agreement and
the Indenture not inconsistent with the provisions of the
Supplemental Agreement and the Supplemental Indenture, respec-
tively, are herewith ratified and confirmed.
.......... o0o ..........
14060-10/25414MGE/112086
I HEREBY CERTIFY that the foregoing Resolution was passed and
adopted by the Council of the City of Bakersfield at a regular
meeting thereof held on December 3, 1986 , by the follow-
ing roll eall vote:
R~ CHI DS.C . .. [E. .N,S.~,iTH. R\TT-F. H'.- : ~,~,
.... ..,.,I ......g.., ?~,L'/Aq910
Council of the City of Bakersfield
APPROVED December 3, 1986
MAYOR of the City of Ba,l(ersfield
firITY ~/~I'ORNEY of the City of
Bakersfield
4ressig
SUPPLEMENTAL LOAN AGREEMENT
BETWEEN
The Gene E. Lynn Bakersfield Limited Partnership
and
THE CITY OF BAKERSFIELD, CALIFORNIA
Dated as of November 15, 1986
$4,900,000
ECONOMIC DEVELOPMENT REVENUE BONDS
(CALIFORNIAN CONVALESCENT HOSPITAL PROJECT)
Series 1985
Exhibit A
SUPPLEMENTAL LOAN AGREEMENT
THIS SUPPLEMENTAL LOAN AGREEMENT, dated as of
~h~ Ge~e ~. ~ynn~ Partnership, a
November 15, 1986, between K~r~r~q
Washington-- limited partnership (the "Partnership"), in
its capacity as successor in interest to Pencode III, a
California limited partnership, under the terms of the Loan
Agreement hereinafter referred to, and the City of Bakersfield,
California, a municipal corporation and chartered city of the
State of California (the "Issuer").
W I TN E S SETH:
WHEREAS, pursuant to and in accordance with the pro-
visions of the Constitution and the Laws of the State of
California and under Chapter 3.5 of Title 3 of the Bakersfield
Municipal Code (the "Code"), by written resolution of the City
Council of the Issuer and in furtherance of the purposes of the
Act, the Issuer previously issued its $4,900,000 City of
Bakersfield, California Economic Development Revenue Bonds
(Californian Convalescent Hospital Project), Series 1985 for
the purposes set forth in that certain Indenture, dated as of
December 15, 1985 (the "Indenture") by and between the Issuer
and California First Bank, as Trustee (the "Trustee");
and
WHEREAS, the Issuer and the Partnership are desirous
of amending certain of the terms as set forth in the original
Loan Agreement dated as of December 15, 1985 ("Agreement")
between Pencode III, a California limited partnership (the
"Original Borrower") and the Issuer.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE
PREMISES AND THE MUTUAL COVENANTS HEREINAFTER CONTAINED, THE
PARTIES HERETO AGREE AS FOLLOWS:
ARTICLE ONE
DEFINITIONS AND OTHER PROVISIONS
OF GENERAL APPLICATION
Section 1.01. Definitions. For the purposes hereof,
unless the context otherwis~ requires, all words and phrases
defined in the Indenture, when used herein shall have the
meanings given to them in the Indenture. In addition, all
other words and phrases not otherwise defined herein or in. the
Indenture, shall, when used herein, have the meanings given to
them in that certain Supplemental Indenture dated as of
November 1--5, 1986, by and between the Issuer and the Trustee.
EXHIBIT A
ARTICLE TWO
REPRESENTATIONS
Section
The Partnership
warranties as the
contained:
2.01. Representations by the Partnership.
makes the following representations and
basis for its covenants and agreements herein
(a) It is a Washington partnership duly organized
pursuant to the laws of the State of Washington and
is authorized to transact its business in the State
of California for the purposes contained in the
Agreement and this Supplemental Agreement; has the
power to enter into this Supplemental Agreement; and,
to assume the Original Borrower's liabilities and
obligations under the Agreement, the Deed of Trust,
the Remarketing Agreement, the Bond Purchase Agree-
ment and the Reimbursement Agreement, as amended, and
to perform and observe its obligations contained
herein and therein, and has, by all proper action,
been duly authorized to execute, deliver and perform
this Supplemental Agreement.
(b) It is not subject to any provision of its Part-
nership Agreement or to any contractual limitation or
provision of any nature whatsoever, which in any way
limits, restricts or prevents it from entering into
this Supplemental Agreement, or assuming the liabili-
ties and obligations of the Original Borrower under
the Agreement, the Deed of Trust, the Remarketing
Agreement, the Bond Purchase Agreement or the Reim-
bursement Agreement, as amended, or performing any of
its obligations hereunder or thereunder.
(c) Neither the execution and delivery of this
Supplement Agreement, nor the assumption of the
Original Borrower's liabilities and obligations under
the Agreement, the Deed of Trust, the Remarketing
Agreement, the Bond Purchase Agreement or the Reim-
bursement Agreement, as amended, and the consummation
of the transactions contemplated hereby or thereby,
nor the fulfillmeQt of or compliance with the terms
and conditions hereof or thereof, conflicts with or
results in any breach of the terms, conditions, or
provisions .of its Partnership Agreement or · any
restrictions or any agreement or instrument to which
it is a party or by which it may be bound, or consti-
tutes a default under any of the foregoing.
14060-10/25414MGE/112086
(d) There is no action, suit or proceeding pending
or, to the knowledge of the Partnership, threatened
against it or affecting any of its properties or
assets before any court or arbitrator or any govern-
mental body, agency or official which, if adversely
determined, could material adversely affect the busi-
ness of the Partnership, or which in any manner ques-
tions the validity of this Supplemental Agreement, or
the ability of the Partnership to assume the lia-
bilities and obligations of the Original Borrower
under the Agreement, the Deed of Trust, the Remar-
keting Agreement, the Bond Purchase Agreement, the
Reimbursement Agreement, as amended, the Indenture,
as amended, the Series 1985 Bonds or the Letter of
Credit.
(e) Neither the Partnership nor any "related person"
(as defined in Section 1.03(a)(4)(A) of the Code) is,
or will be, a party to any arrangement, formal or in-
formal, pursuant to which it has or will purchase any
of the Series 1985 Bonds.
(f) The Partnership intends to, and will utilize or
cause the Project to be utilized, to the expiration
or early termination of this Agreement, as provided
therein, as a "Project" within the meaning of the Act
and will not intentionally take any action or fail to
take any action the effect of which would be to cause
interest in respect of the Series 1985 Bonds to
become subject to federal income taxation.
(g) The Partnership is required to file its federal
income tax returns with the Internal Revenue Service
Center located at O~den , Utah
(h) Neither any information, exhibit or report
furnished to the Issuer by the Partnership in
connection with the negotiation of permission from
the Issuer to acquire the Project and more specific-
ally this Supplemental Agreement nor any of the fore-
going representations contains any untrue statement
of a material fact, or omits to state a material fact
necessary to make the statements therein, in light of
the circumstances under which they were made, not
misleading. All representations of the Partnership con-
tained herein and in any certificate or other instru-
ment delivered by the Partnership pursuant hereto or
to the Supplemental Indenture shall survive the
execution and delivery hereof and thereof.
14060-10/25414MGE/112086
3
ARTICLE THREE
OBLIGATIONS OF THE PARTNERSHIP
Section 3.01. The Partnership agrees to be bound by all
terms and conditions set forth in the Agreement.
Section 3.02. In compliance with the requirements of
Section 5.01 of the Agreement, the Partnership hereby agrees to
assume all liabilities and obligations of the Original Borrower
under the Agreement, the Reimbursement Agreement, the Deed of
Trust, the Remarketing Agreement and the Bond Purchase
Agreement, as amended, and to perform and observe the
obligations, covenants and conditions contained therein; and
the Partnership will cause any additional persons satisfactory
to the Bank to assume all liabilities and obligations of the
Original Borrower under the Reimbursement Agreement, as
amended, to perform and observe the obligations, covenants and
conditions contained therein.
Section 3.03. By its execution hereof, the Issuer consents
to the release of the Original Borrower from its obligations to
make payments under the Agreement, as would have otherwise been
required pursuant to the provisions of Section $.01 thereof.
ARTICLE FOUR
MISCELLANEOUS
Section 4.01. Notices. All notices, consents or other
communications to the~owing Persons required or permitted
hereunder shall be deemed sufficiently given or served if given
in wrizing, mailed by certified mail, postage prepaid, return
receipt requested, addressed as follows (or to such other
Persons or to such other addresses as the following Persons by
notice may specify):
To Issuer:
City of Bakersfield
California
1501 Truxton Avenue
Bakersfield, California
Attention: City Manager
93301
To Partnership:
The Gone E. Lynn Bakersfield
Limited Partnership
c/o Careage
P.O. Box 580
Bellevue, Washington 98009
ab/2008M
4
To Trustee:
California First Bank
Corporate Trust Administration
8155 Mercury Court
P.O. Box 2529
San Diego, California 92112
To Bank:
Seattle-First National Bank
Letter of Credit Department
P.O. Box 3977
Seattle, Washington 98124
Section 4.02. Ratification. All other terms, condi-
tions and provisions of the Agreement not inconsistent with
those herein set forth are hereby ratified and confirmed by the
parties hereto.
IN WITNESS WHEREOF, Partnership has caused these
presents to be signed in its name and on its behalf and
attested by its duly authorized officers, and Issuer has caused
these presents to be signed in its name and on its behalf and
attested by its duly authorized officers, all as of the day and
year first above written.
The Gene E.
Bakersfield
A Washington
partnership
Lynn
Partnership
limited
By
THE CITY OF BAKERSFIELD,
CALIFORNIA
ATTEST:
By
Mayor
By
City Clerk
14060-10/25414MGE/112086
i4060-10/25414MGE/112086
SUPPLEMENTAL INDENTURE
CITY OF BAKERSFIELD, CALIFORNIA
(Issuer)
and
CALIFORNIA FIRST BANK
(Trustee)
(Dated as of November 1_~_5, 1986)
$4,900,000
ECONOMIC DEVELOPMENT REVENUE BONDS
(CALIFORNIAN CONVALESCENT HOSPITAL PROJECT)
Series 1985
EXHIBIT B
THIS SUPPLEMENTAL INDENTURE, made and entered into as
of November 15 , 1986, by and between the CITY OF BAKERSFIELD,
CALIFORNIA, a municipal corporation and chartered city of the
State of California (the "Issuer"), and CALIFORNIA FIRST BANK,
a banking institution chartered by the State of California and
being duly qualified to accept and administer the trusts
created hereby (the "Trustee"),
WI TNE S SETH:
WHEREAS, pursuant to and in accordance with the pro-
visions of the Constitution and the laws of the State of
California and under Chapter 3.5 of Title 3 of the Bakersfield
Municipal Code (the "Act"), by written resolution of the City
Council of the Issuer and in furtherance of the purposes of the
Act, the Issuer previously issued its $4,900,000 City of
Bakersfield, California Economic Development Revenue Bonds
(Californian Convalescent Hospital Project), Series 1985 (the
"Bonds") for the purposes set forth in that certain Indenture,
dated as of December 15, 1985 (the "Indenture") by and between
the Issuer and Trustee; and
The Gene E. Lynn Bakersfield
WHEREAS, the Issuer and/Limited Part-
nership, a Washington limited partnership are
desirous of amending certain terms and conditions as set forth
in the original Loan Agreement, dated as of December 15, 1985
(the "Agreement") by and between Pencode III, a California
Limited Partnership (the "Original Borrower") and the Issuer;
NOW, THEREFORE, for and in consideration of these
premises and the mutual covenants hereinafter Contained, the
parties hereto agree as follows:
ARTICLE ONE
DEFINITIONS
Section 1.01. Definitions. For the purposes hereof,
unless the context otherwise requires, all words and phrases
not otherwise defined herein and defined in the Indenture shall
have the same meanings herein as those given to them in the
Indenture. The following words and phrases shall have the
following meanings:
"Original Borrower" shall mean Pencode
California Limited Partnership.
The Gene E. Lynn
"Partnership" shall mean / Limited
nership, a Washington limited partnership.
iII, a
Bakersfield
Part-
"Reimbursement
Credit Agreement
dated as of December 15,
Agreement" shall mean that certain
between the Partnership and the Bank,
1985, as amended and supplemented.
"Supplemental Indenture" shall mean this Supple-
mental Indenture.
"Supplemental Loan Agreement" shall mean the Supple-
mental Loan Agreement dated as of November 15 · 1986 by and
between the Partnership and the Issuer.
ARTICLE TWO
Section 2.01. The parties hereto consent to the exe-
cution of the Supplemental Loan Agreement in the form attached
hereto as Exhibit A, and acknowledge compliance with the
requirements of Article IX of the Indenture, as evidenced by
the Issuer's resolution (the "Resolution") attached hereto as
Exhibit B and the Trustee's Certificate attached hereto as
Exhibit C.
ARTICLE THREE
Section 3.01. All other terms and
Indenture not inconsistent with those set
hereby ratified and affirmed.
conditions of the
forth herein are
IN WITNESS WHEREOF, Issuer has caused these presents
to be signed in its name and on its behalf and attested by its
duly authorized officers and, to evidence its acceptance of the
amendments to the Indenture created by this Supplemental
Indenture, Trustee has caused these presents to be signed in
its name and on its behalf by its duly authorized officer, all
as of the day and year first above written.
CITY OF BAKERSFIELD, CALIFORNIA
ATTEST:
By
City Clerk
By
Mayor
CALIFORNIA FIRST
BANK, as Trustee
By
Trust Officer
2
Tab
No.
t
5
6
7
INDEX TO CLOSING DOCUMENTS
CITY OF BAKERSFIELD, CALIFORNIA
TRANSFER OF ASSETS
$4,900,000
CITY OF BAKERSFIELD, CALIFORNIA
ECONOMIC DEVELOPMENT REVENUE BONDS
(CALIFORNIAN CONVALESCBNT HOSPITAL PROJECT)
SERIES 1985)
Item
NO.
BASIC INSTRUMENTS
1.1
Executed counterpart of Supplemental
Indenture dated as of November 15, 1986 (the
"Supplemental Indenture"), between the City
of Bakersfield, California (the "Issuer")
and California First Bank, as Trustee {the
"Trustee").
1.2
Executed counterpart of the Supplemental
Loan Agreement dated as of November 15, 1986
(the "Supplemental Agreement") by and
between the Issuer and the Gene E. Lynn
Bakersfield Partnership, a Washington
Limited Partnership (the "Partnership").
1.3
Resolution of the City Council of
Bakersfield, California dated ,
1986.
ITEMS FURNISHED BY THE PARTNERSHIP
2.1
Certified and approval of the partnership
with respect to various matters required by
the Loan Agreement dated as of December 15,
1985 between the Issuer and the Pencode III,
California Limited Partnership.
2.2
2.3
Title Insurance Endorsement.
Opinion of Partnership Counsel.
ITEMS FURNISHED BY THE TRUSTEE
3.1
Certificate as to matters required by the
Indenture dated as of December 1S, 1985 by
and between the Issuer and the Trustee.
Tab Item
No. No.
8
9
3.2
4.1
Opinion of Bond Counsel.
ITEMS FURNISHED
Certificate of
transfer under
Agreement.
BY THE BANK
Bank evidencing
Section S.01
acceptance of
of the Lean
ab/2007M
CONSENT TO SALE
SEATTLE-FIRST NATIONAL BANK, a national banking asso-
ciation, ("Seattle-First"), hereby executes this Consent to
Sale on this __ day of , 1986.
RECITALS
A. The City of Bakersfield, California and Pencode
III, a California limited partnership ('~Pencode") entered into
a Loan Agreement, dated as of December 15, 1985 (the "Loan
Agreement"), the proceeds of which were used to finance the
acquisition, construction and equipping of a nursing home
facility (the "Project") in the City of Bakersfield,
California.
B. Section 5.01 of the Loan Agreement requires, as
one of the preconditions to Pencode's sale of all or substan-
tially all of the assets financed under the Loan Agreement,
Seattle-First's acceptance of the buyer of such assets.
Ce
and transfer
Washington
Seattle-First has aoreed that Pencode may sell
h Gee
the Project to ~a~ers~e~ ~ted Partnership, a
limited partnership, (the "Partnership").
D. On , 1986, the Mayor and the
City Council of Bakersfield, California passed a resolution
approving the sale as well as the terms of certain documents
associated with the sale. The resolution contains several pre-
conditions to the delivery of the sale documents, signed by the
City. One of those preconditions is a certificate from
Seattle-First to the effect that the Partnership is acceptable
to Seattle-First as a buyer of the Project.
NOW, THEREFORE, in light of the foregoing and in
order to facilitate the contemplated sale of the Project,
Seattle-First hereby approves of the Partnership as purchaser
of the Project.
IN WITNESS W~EREOF, Seattle-First has executed and
delivered this Consent to Sale as of the date first above
mentioned.
SEATTLE-FIRST NATIONAL BANK
By
Its
2
14060-10/25414MGE/112086
CERTIFICATE OF CALIFORNIA FIRST BANK
The undersigned, on behalf of CALIFORNIA FIRST BANK,
a state banking corporation organized and existing under the
laws of the State of California (the "Trustee"), does hereby
certify that:
1. The undersigned is the Trustee under that
certain Indenture, dated as of December 15, 1985 by and between
the City of Bakersfield, California and California First Bank.
2. The Supplemental Indenture, dated as of
November 15 , 1986 has been duly executed, acknowledged and
delivered by a duly authorized officer of the Trustee and the
Issuer, who was at the time of affixing his signature, and
still is, a duly authorized officer of the Trustee.
3. A Trustee's Certificate acknowledging the con-
sent of the Trustee to the transfer of the Project (as such
term is defined in the Indenture) has been duly executed,
acknowledged and delivered by a duly authorized officer of the
Trustee, having first obtained the requisite bondholder
approval, who was at the time of affixing his signature, and
still is, a duly authorized officer of the Trustee.
4. The following-named officer is duly elected to
the office set forth opposite his name, is duly authorized to
act on behalf of the Trustee, and the following signature is a
true and accurate signature of said officer.
Name Title Signature
5. Attached hereto is a certified copy of the Reso-
lution and Declaration of Signing Authority of California First
Bank, which is in full force and effect on the date hereof,
giving requisite authority to said officer to perform the
actions specified in paragraphs 2 and 3 above.
IN WITNESS WHEREOF, the undersigned on behalf of
CALIFORNIA FIRST BANK has caused this Certificate to be exe-
cuted by its Vice President therein duly authorized this
day of December. 1986.
CALIFORNIA FIRST BANK
By
Vice President
2
14060-10/25414MGE/112086
CERTIFICATE OF CALIFORNIA FIRST BANK
The undersigned, on behalf of CALIFORNIA FIRST BANK,
a state banking corporation organized and existing under the
laws of the State of California (the "Trustee"), does hereby
certify that:
1. The undersigned is the Trustee under that
certain Indenture, dated as of December 15, 1985 by and between
the City of Bakersfield, California and California First Bank.
2. The Supplemental Indenture, dated as of
November 15, 1986 has been duly executed, acknowledged and
delivered by a duly authorized officer of the Trustee and the
Issuer, who was at the time of affixing his signature, and
still is, a duly authorized officer of the Trustee.
3. A Trustee's Certificate acknowledging the con-
sent of the Trustee to the transfer of the Project (as such
term is defined in the Indenture) has been duly executed,
acknowledged and delivered by a duly authorized officer of the
Trustee, having first obtained the requisite bondholder
approval, who was at the time of affixing his signature, and
still is, a duly authorized officer of the Trustee.
4. The following-named officer is duly elected to
the office set forth opposite his name, is duly authorized to
act on behalf of the Trustee, and the following signature is a
true and accurate signature of said officer.
Name Title Signature
5. Attached hereto is a certified copy of the Reso-
lution and Declaration of Signing Authority of California First
Bank, which is in full force and effect on the date hereof,
giving requisite authority to said officer to perform the
actions specified in paragraphs 2 and 3 above.
IN WITNESS WHEREOF, the undersigned on
CALIFORNIA FIRST BANK has caused this Certificate
cured by its Vice President therein duly authorized
day of December. 1986.
CALIFORNIA FIRST BANK
behalf of
to be exe-
this
By
Vice President
2
14060-10/25414MGE/112086