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HomeMy WebLinkAbout88-109 - Supplemental IndenturesRESOLUTION NO. 88 -109 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF NEWPORT BEACH CONCERNING THE APPROVAL OF CERTAIN SUPPLEMENTAL INDENTURES. 4kWHEREAS, on October 1, 1984, the City of Newport Beach, California (the "City ") , a city and political subdivision of the State of California, and Security Pacific National Bank, as trustee (the "Bond Trustee ") , entered into six separate bond indentures (each an "Indenture:" and collectively, the "Indentures "), providing for the issuance of $61,200,000 City of Newport Beach, California, Floating /]Fixed Rate Health Facilities Revenue Bonds, Series 1984 A - F (Hoag Memorial Hospital Presbyterian Project) (the "Bonds "); and WHEREAS, pursuant to Section 901 of each Indenture, the City and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders (as defined in the Indentures) , but with the written consent of the Bank (as defined in the Indentures) enter into an indenture or indentures supplemental to each such Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in such Indenture or in connection with any change which, in the judgment of the Bond Trustee, is not to the prejudice of the owners of the bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indentures) , have agreed to enter into six supplemental indentures to amend each Indenture in accordance with Section 901 thereof in order to effect certain changes therein; and WHEREAS, there have been presented to this meeting the proposed form of six Supplemental Indentures No. 1 dated November 1, 1988 by and between the City and the Bond Trustee (the "Supplemental Indentures No. 111). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Newport Beach, California, finds, determines and declares as follows: Section 1. The form of the Supplemental Indentures No. 1 presented to this meeting are hereby approved. The Mayor and City Clerk of the City are hereby authorized and directed, for and in the name of and on behalf of the City, to execute and deliver the Supplemental Indentures No. 1 in substantially the forms presented and considered at this meeting, with such changes therein as the officer executing the same on behalf of the City may approve, in his or her discretion, as being in the best interests of the City, such approval to be conclusively evidenced by such officer's executed and delivery thereof. Section 2. officers of the City authorized and direc documents as may be resolution. Section 3. immediately upon its The Mayor, the City Clerk and all other are, and each of them acting alone is, hereby ted to take such actions, and to execute such necessary to effectuate the purposes of this This Resolution shall take effect passage. 1 �j 0 PASSED, APPROVED AND ADOPTED on this 14th day of November, 1988, by the following votes: AYES: TURNER. PLUMMER, HART, COX, STRAUSS, SANSONE, MAURER NOES: NONE ABSENT: NONE ABSTAIN: NONE 2 THIS SUPPLEMENTAL INDENTURE NO. 1, made and entered into as of the first day of November 1988, by and between the City of Newport Beach, California (the "City "), a City and political subdivision of the State of California, and Security Pacific National Bank, as trustee (the "Bond Trustee ") under the Bond Indenture by and between the same parties, dated as of October 1, 1,984 (the "Indenture "), providing for the issuance of City of Newport Beach, California $10,200,000 Floating/Fixed Rate Health Facilities Revenue Bonds, Series 1984 A (Hoag Memorial Hospital Presbyterian Project) (the "Bonds"'). W I T N E S S E T H: WHEREAS, pursuant to Section 901 of the Indenture, the City and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders (as defined in the Indenture), but with the written consent of the Bank (as defined in the Indenture) enter into an indenture or indentures supplemental to the Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in the Indenture or in connection with any change which, in the judgment of 'the Bond Trustee, is not to the prejudice of the owners of the Bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indenture), have agreed to amend the Indenture hereby in accordance with Section 901 thereof in order to effect certain changes therein; and WHEREAS, all acts and things necessary to constitute this Supplemental Indenture No. 1 a valid indenture and agreement according to its terms have been done and performed. NOW, THEREFORE, in consideration of the premises, of the acceptance by the Bond Trustee of the trusts hereby created, the City covenants and agrees with the Bond Trustee as follows: Section 1. Definitions. Unless otherwise required by the context, all terms used herein which are defined in the Indenture shall have the meanings assigned to them therein, except that "Supplemental Indenture No. 1" shall mean this document. Section 2. Amendment to Section 502 of the Indenture. Section 502 of the Indenture is hereby amended and supplemented to read in its entirety as follows: 2C383061 1 386,415 -004 11/07/88 "Section 502. Mandatory Redemption. (A) Prior to the Conversion Date and, unless the Committee has changed the provisions of this Section as provided in Section 203 hereof, after the Conversion Date, the Bonds shall be subject to mandatory redemption by the City on the following dates and in the following aggregate principal amounts: Principal Principal Redemption Date Amount Redemption Date Amount. December 1, 1988 $100,000 October 1, 2001 $200,000 October 1, 1989 100,000 October 1, 2002 400,000 October 1, 1990 100,000 October 1, 2003 500,000 October 1, 1991 100,000 October 1, 2004 500,000 October 1, 1992 100,000 October 1, 2005 500,000 October 1, 1993 100,000 October 1, 2006 600,000 October 1, 1994 100,000 October 1, 2007 600,000 October 1, 1995 100,000 October 1, 2008 600,000 October 1, 1996 200,000 October 1, 2009 600,000 October 1, 1997 200,000 October 1, 2010 700,000 October 1, 1998 200,000 October 1, 2011 700,000 October 1, 1999 200,000 October 1, 2012 800,000 October 1, 2000 200,000 October 1, 2013 800,000 (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 203 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof. 11 Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid,, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee .in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383061 2 386,415 -004 11/07/88 2- Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section 5. SeverabilitY. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, ;statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering -the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. Section G. Countercarts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN FITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383061 3 386,415 -004 11/07/88 F Bonds so called for redemption or to be so redeemed, the Bonds, or portions thereof, thus called or to be so redeemed shall not bear interest after the applicable redemption date, and shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture. The Bond Trustee shall redeem from Available Moneys in the Revenue Fund, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and premium, if any. Notice of any redemption of all of the outstanding Bonds pursuant to any provisions of this Article V shall also be given by the Bond Trustee to any Rating Agency having a then current rating on the Bonds at the addresses, and in the manner set forth in Section 1304 hereof." Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section 5. SeverabilitY. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, ;statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering -the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. Section G. Countercarts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN FITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383061 3 386,415 -004 11/07/88 F seals to be hereto affixed, all as of the date first above written. CITY OF NEWPORT BEACHO SECURITY PACIFIC NATIONAL BANK as Bond Trustee By: THE FOREGOING IS HEREBY CONSENTED TO BY: FIRST INTERSTATE BANK OF CALIFORNIA By: Its: HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: Its: 7 Mi 2C383061 4 386,415 -004 11/07/88 m THIS SUPPLEMENTAL INDENTURE NO. 11 made and entered into as of the first day of November 1988, by and between the City of Newport Beach, California (the "City "), a City and political subdivision of the State of California, and Security Pacific National Bank., as trustee (the "Bond Trustee ") under the Bond Indenture by and between the same parties, dated as of October 1, 1984 (the "Indenture "), providing for the issuance of City of Newport Beach, California $10,200,000 Floating /Fixed Rate Health Facilities Revenue Bonds, Series 1984 B (Hoag Memorial Hospital • Presbyterian Project) (the "Bonds "). W I T N E 8 S E T H: WHEREAS, pursuant to Section 901 of the Indenture, the City and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders (as defined in the Indenture), but with the written consent of the Bank (as defined in the Indenture) enter into an indenture or indentures supplemental to the Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in the Indenture or in connection with any change which, in the judgment of the Bond Trustee, is not to the prejudice of the owners of the Bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indenture), have agreed to amend the Indenture hereby in accordance with Section 901 thereof in order to effect certain changes therein; and WHEREAS, all acts and things necessary to constitute this Supplemental Indenture No. 1 a valid indenture and agreement according to its terms have been done and performed. NOW, THEREFORE, in consideration of the premises, of the acceptance by the Bond Trustee of the trusts hereby created, the City covenants and agrees with the Bond Trustee as follows: Section 1. Definitions. Unless otherwise required by the context, all terms used herein which are defined in the Indenture shall have the meanings assigned to them therein, except that "Supplemental Indenture No. 1" shall mean this document. Section 2. Amendment to Section 502 of the Indenture. Section 502 of the Indenture is hereby amended and supplemented to read in its entirety as follows: 2C383071 1 386,415 -004 11/07/88 • I "Section 502. Mandatory Redemption. (A) Prior to the Conversion Date and, unless the Committee has changed the provisions of this Section as provided in Section 203 hereof, after the Conversion Date, the Bonds shall be subject to mandatory redemption by the City on the following dates and in the following aggregate principal amounts: (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 203 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof." Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the 'call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383071 386,415 -004 11/07/88 Principal Principal Redemption Date Amount Redemption Date Amount December 1, 1988 $100,000 October 1, 2001 $200,000 October 1, 1989 100,000 October 1, 2002 400,000 October 1, 1990 100,000 October 1, 2003 500,000 October 1, 1991 100,000 October 1, 2004 500,000 October 1, 1992 100,000 October 1, 2005 500,000 October 1, 1993 100,000 October 1, 2006 600,000 October 1, 1994 100,000 October 1, 2007 600,000 October 1, 1995 100,000 October 1, 2008 600,000 October 1, 1996 200,000 October 1, 2009 600,000 October 1, 1997 200,000 October 1, 2010 700,000 October 1, 1998 200,000 October 1, 2011 700,000 October 1, 1999 200,000 October 1, 2012 800,000 October 1, 2000 200,000 October 1, 2013 800,000 (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 203 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof." Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the 'call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383071 386,415 -004 11/07/88 Bonds so called for redemption or to be so redeemed, the Bonds, or portions thereof, thus called or•to be so redeemed shall not bear interest after the applicable redemption date, and shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture. The Bond Trustee shall redeem from Available Moneys in the Revenue Fund, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount: thereof plus accrued interest to the redemption date and premium, if any. • Notice of any redemption of all of the outstanding Bonds pursuant to any provisions of this Article V shall also be given by the Bond Trustee to any Rating Agency having a then current rating on the Bonds at the addresses and in the manner set forth in Section 1304 hereof." Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section 5. Severability. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. , Section 6. Counterparts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383071 3 386,415 -004 11/07/88 seals to be hereto affixed, all as of the date first above written. • SECURITY PACIFIC NATIONAL BANK as Bond Trustee By: THE FOREGOING IS HEREBY CONSENTED TO BY: FIRST INTERSTATE BANK OF CALIFORNIA By: Its: Its HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: Its: L 1 2C383071 4 386,415 -004 11/07/88 i THIS SUPPLEMENTAL INDENTURE NO. 11 made and entered into as of the first day of November 1988, by and between the City of Newport Beach, California (the "City "), a City and political subdivision of the State of California, and Security Pacific National Bank:, as trustee (the "Bond Trustee ") under the Bond Indenture by and between the same parties, dated as of October 1, 1984 (the "Indenture "), providing for the issuance of City of Newport Beach, California $10,200,000 Floating/Fixed Rate Health Facilities Revenue Bonds, Series 1984 C (Hoacf Memorial Hospital • Presbyterian Project) (the "Bonds "). W I T N E S S E T H: WHEREAS, pursuant to Section 901 of the Indenture, the City and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders (as defined in the Indenture), but with the written consent of the Bank (as defined in the Indenture) enter into an indenture or indentures supplemental to the Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in the Indenture or in connection with any change which, in the judgment of the Bond Trustee, is not to the prejudice of the owners of the Bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indenture), have agreed to amend the Indenture hereby in accordance with Section 901 thereof in order to effect certain changes therein; and WHEREAS, all acts and things necessary to constitute this Supplemental Indenture No. 1 a valid indenture and agreement according to its terms have been done and performed. NOW, THEREFORE, in consideration of the premises, of the acceptance by the Bond Trustee of the trusts hereby created, the City covenants and agrees with the Bond Trustee as follows: Section 1. Definitions.. Unless otherwise required by the context, all terms used herein which are defined in the Indenture shall have the meanings assigned to them therein, except that "Supplemental Indenture No. 1" shall mean this document. Section 2. Amendment to Section 502 of the Indenture. Section 502 of the Indenture is hereby amended and supplemented to read in its entirety as follows: 2C383072 1 386,415 -004 11/07/88 • "Section 502. Mandatory Redemption. (A) Prior to the Conversion Date and, unless the Committee has changed the provisions of this Section as provided in Section 203 hereof, after the Conversion Date, the Bonds shall be subject to mandatory redemption by the City on the following dates and in the following aggregate principal amounts: "Section 503. Notice of Redemption. Notice of the 'call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen_ days nor mcre than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383072 386,415 -004 11/07/88 Principal Principal Redemption Date Amount Redemption Date Amount December 1, 1988 $100,000 October 1, 2001 $200,000 October 1, 1989 100,000 October 1, 2002 400,000 October 1, 1990 100,000 October 1, 2003 500,000 October 1, 1991 100,000 October 1, 2004 500,000 October 1, 1992 100,000 October 1, 2005 500,000 October 1, 1993 100,000 October 1, 2006 600,000 October 1, 1994 100,000 October 1, 2007 600,000 October 1, 1995 100,000 October 1, 2008 600,000 October 1, 1996 200,000 October 1, 2009 600,000 October 1, 1997 200,000 October 1, 2010 700,000 October 1, 1998 200,000 October 1, 2011 700,000 October 1, 1999 200,000 October 1, 2012 800,000 October 1, 2000 200,000 October 1, 2013 800,000 (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 203 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof." Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the 'call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen_ days nor mcre than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383072 386,415 -004 11/07/88 Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section 5. Severability. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be. or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. , Section s. counterparts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383.072 3 386,415 -004 11/07/88 Bonds so called for redemption or to be so redeemed, the Bonds, or portions thereof, thus called or to be so redeemed shall not bear interest after the applicable redemption date, and shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture. The Bond Trustee shall redeem from Available Moneys in the Revenue Fund, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and premium, if any. Notice of any redemption of all of the outstanding Bonds pursuant to any provisions of this Article V shall also be given by the Bond Trustee to any Rating Agency having a then current rating on the Bonds at the addresses and in the manner set forth in Section 1304 hereof." Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section 5. Severability. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be. or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. , Section s. counterparts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383.072 3 386,415 -004 11/07/88 seals to be hereto affixed, all as of the date first above written. • THE FOREGOING IS HEREBY CONSENTED TO BY: FIRST INTERSTATE BANK OF CALIFORNIA By: SECURITY PACIFIC NATIONAL BANK as Bond Trustee By: Its HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: Its:. 7 2C383072 4 386,415 -004 11/07/88 /2- THIS SUPPLE14ENTAL I14DEN71URE NO. It made and entered into as of the first day of November 1988, by and between the City of Newport Beach, California (the "City "), a City and political subdivision of the State of California, and Security Pacific National Bank:, as trustee (the "Bond Trustee ") under the Bond Indenture! by and between the same parties, dated as of October 1, 1984 (the "Indenture "), providing for the issuance of City of Newport Beach, California $10,200,000 Floating/Fixed Rate Health Facilities Revenue Bonds, Series 1984 D (Hoag Memorial Hospital • Presbyterian Project) (the "Bonds "'). W I T N E S S E T H: WHEREAS, pursuant to Section 901 of the Indenture, the City and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders (as defined in the Indenture), but with the written consent of the Bank (as defined in the Indenture) enter into an indenture or indentures supplemental to the Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in the Indenture or in connection with any change which, in the judgment of the Bond Trustee, is not to the prejudice of the owners of the Bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indenture), have agreed to amend the Indenture hereby in accordance with Section 901 thereof in order to effect certain changes therein; and WHEREAS, all acts and things necessary to constitute this Supplemental Indenture No. 1 a valid indenture and agreement according to its terms have been done and performed. NOW, THEREFORE, in consideration of the premises, of the acceptance by the Bond Trustee of the trusts hereby created, the City covenants and agrees with the Bond Trustee as follows: Section 1. Definitions. Unless otherwise required by the context, all terms used herein which are defined in the Indenture shall have the meanings assigned to them therein, except that "Supplemental Indenture No. 1" shall mean this document. Section 2. Amendment to Section 502 of the Indenture. Section 502 of the Indenture is hereby amended and supplemented to read in its entirety as follows: 2C383073 1 386,415 -004 11/07/88 • W "Section 502. Mandator Redemption (A) Prior to the Conversion Date and, unless the Committee has changed the provisions of this Section as provided in Section 203 hereof, after the Conversion Date, the Bonds shall be subject to mandatory redemption by the City on the following dates and in the following aggregate principal amounts: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid', to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the! giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383073 386,415 -004 11/07/88 Principal Principal Redemption Date Amount Redemption Date Amount December 1, 1988 $100,000 October 1, 2001 $200,000 October 1, 1989 100,000 October 1, 2002 400,000 October 1, 1990 100,000 October 1, 2003 500,000 October 1, 1991 100,000 October 1, 2004 500,000 October 1, 1992 100,000 October 1, 2005 500,000 October 1, 1993 100,000 October 1, 2006 600,000 October 1, 1994 100,000 October 1, 2007 600,000 October 1, 1995 100,000 October 1, 2008 600,000 October 1, 1996 200,000 October 1, 2009 600,000 October 1, 1997 200,000 October 1, 2010 700,000 October 1, 1998 200,000 October 1, 2011 700,000 October 1, 1999 200,000 October 1, 2012 800,000 October 1, 2000 200,000 October 1, 2013 800,000 (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 203 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof." Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid', to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the! giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383073 386,415 -004 11/07/88 Bonds so called for redemption or to be so redeemed, the Bonds, or portions thereof, thus called or to be so redeemed shall not bear interest after the applicable redemption date, and shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture. The Bond Trustee shall redeem from Available Moneys in the Revenue Fund, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and premium, if any. • Notice of any redemption of all of the outstanding Bonds pursuant to any provisions of this Article V shall also be given by the Bond Trustee to any Rating Agency having a then current rating on the Bonds at the addresses and in the manner set forth in Section 1304 hereof." Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section S. Severability. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any, other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1, shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. Section S. Counterparts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383073 3 386,415 -004 11/07/88 /'�7 seals to be hereto affixed, all as of the date first above written. • E P SECURITY PACIFIC NATIONAL BANK as Bond Trustee By: THE FOREGOING IS HEREBY CONSENTED TO BY: FIRST INTERSTATE BANK OF CALIFORNIA By: Its: Its HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: Its: 9 2C383073 4 386,415 -004 11/07/88 MA THIS SUPPLEMENTAL INDENTURE NO. It made and ,entered into as of the first day of November 1988, by and between the City of Newport Beach, California (the "City "), a City and political subdivision of the State of California, and Security Pacific National Bank, as trustee (the "Bond Trustee ") under the Bond Indenture by and between the same parties, dated as of October 1, 1984 (the "Indenture "), providing for the issuance of City of Newport Beach, California $10,200,000 Floating /Fixed Rate Health Facilities Revenue Bonds, Series 1984 E (Hoag Memorial Hospital • Presbyterian Project) (the "Bonds"). W I T N E S S E T H: WHEREAS, pursuant to Section 901 of the Indenture, the City and the Bond Trustee may, without the consent of, or notice to, any of the Bondholders (as defined in the Indenture), but with the written consent of the Bank (as defined in the Indenture) enter into an indenture or indentures supplemental to the Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in the Indenture or in connection with any change which, in the judgment of the Bond Trustee, is not to the prejudice of the owners of the Bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indenture), have agreed to amend the Indenture hereby in accordance with Section 901 thereof in order to effect certain changes therein; and WHEREAS, all acts and things necessary to constitute this Supplemental Indenture No. 1 a valid indenture and agreement according to its terms have been done and performed. NOW, THEREFORE, in consideration of the premises, of the acceptance by the Bond Trustee of the trusts hereby created, the City covenants and agrees with the Bond Trustee as follows: Section 1. Definitions. Unless otherwise required by the context, all terms used herein which are defined in the Indenture shall have the meanings assigned to them therein, except that "Supplemental Indenture No. 1" shall mean this document. Section 2. Amendment to Section 502 of the Indenture. Section 502 of the Indenture is hereby amended and supplemented to read in its entirety as follows: 2C383074 1 386,415 -004 11/07/88 ®7 • Y- "Section 502. Mandatory Redemption. (A) Prior to the Conversion Date and, unless the Committee has changed the provisions of this Section as provided in Section 203 hereof, after the Conversion Date, the Bonds shall be subject to mandatory redemption by the City on the following dates and in the following aggregate principal amounts: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close o° business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383074 386,415 -004 EA 11/07/88 Principal Principal Redemption Date Amount Redemption Date Amount December 1, 1988 $100,000 October 1, 2001 $200,000 October 1, 1989 100,000 October 1, 2002 400,000 October 1, 1990 100,000 October 1, 2003 500,000 October 1, 1991 100,000 October 1, 2004 500,000 October 1, 1992 100,000 October 1, 2005 500,000 October 1, 1993 100,000 October 1, 2006 600,000 October 1, 1994 100,000 October 1, 2007 600,000 October 1, 1995 100,000 October 1, 2008 600,000 October 1, 1996 200,000 October 1, 2009 600,000 October 1, 1997 200,000 October 1, 2010 700,000 October 1, 1998 200,000 October 1, 2011 700,000 October 1, 1999 200,000 October 1, 2012 800,000 October 1, 2000 200,000 October 1, 2013 800,000 (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 203 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof." Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close o° business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383074 386,415 -004 EA 11/07/88 Bonds so called for redemption or to be so redeemed, the Bonds, or portions thereof, thus called or to be so redeemed shall not bear interest after the applicable redemption date, and shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture. The Bond Trustee shall redeem from Available Moneys in the Revenue Fund, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount: thereof plus accrued interest to the redemption date and premium, if any. • Notice of any redemption of all of the outstanding Bonds pursuant to any provisions of this Article V shall also be given by the Bond Trustee to any Rating Agency having a then current rating on the Bonds at the addresses and in the manner set forth in Section 1304 hereof." Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section S. Severability. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, statute, rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. Section 6. Counterparts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383074 3 386,415 -004 11/07/88 /F seals to be hereto affixed, all as of the date first above written. is SECURITY PACIFIC NATIONAL BANK as Bond Trustee By: THE FOREGOING IS HEREBY CONSENTED TO BY: FIRST INTERSTATE BANK OF CALIFORNIA By: HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: i Its 2C383074 4 386,415 -004 11/07/88 ✓:?V. THIS SUPPLEMENTAL INDENTURE NO. 1, made and entered into as of the first day of November 1988, by and between the City of Newport Beach„ California (the "City "), a City and political subdivision of the State of California, and Security Pacific National Bank, as trustee (the "Bond Trustee ") under the Bond Indenture by and between the same parties, dated as of October 1, 1984 (the "Indenture "), providing for the issuance of City of Newport Beach, California $10,200,000 Floating /Faxed Rate Health Facilities Revenue Bonds, Series 1984 F (Hoag Memorial Hospital Presbyterian Project) (the "Bonds "). • W I T N E S S E T H: WHEREAS, pursuant to Section 901 of the Indenture, the City and the Bond Trustee may„ without the consent of, or notice to, any of the Bondholders (as defined in the Indenture), but with the written consent of the Bank (as defined in the Indenture) enter into an indenture or indentures supplemental to the Indenture, for the purpose, among other things, of curing any ambiguity or formal defect or omission in the Indenture or in connection with any change which, in the judgment of the Bond Trustee, is not to the prejudice of the owners of the Bonds; and WHEREAS, the City and the Bond Trustee, with the consent of the Bank and the Corporation (as defined in the Indenture), have agreed to amend the Indenture hereby in accordance with Section 901 thereof in order to effect certain changes therein; and 'WHEREAS, all acts and things necessary to constitute this Supplemental Indenture No. 1 a valid indenture and agreement according to its terms have been done and performed. NOW, THEREFORE, in consideration of the premises, of the acceptance by the Bond Trustee of the trusts hereby created, the City covenants and agrees with the Bond Trustee as follows: Section 1. Definitions„ Unless otherwise required by the context, all terms used herein which are defined in the Indenture shall have the meanings assigned to them therein, except that "Supplemental Indenture No. 1" shall mean this document. Section 2. Amendment to Section 502 of the Indenture. Section 502 of the Indenture is hereby amended and supplemented to read in its entirety as follows: 2C383075 1 386,415 -004 11/07/88 -i/ • ? �� "Section 502. Mandatory Redemption. (A) Prior to the Conversion Date and, unless the Committee has changed the provisions of this Section as provided in Section 203 hereof, after the Conversion Date, the Bonds shall be subject to mandatory redemption by the City on the following dates and in the following aggregate principal amounts: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383075 386,415 -004 2 11/07/88 Principal Principal Redemption Date Amount Redemption Date Amount December 1, 1988 $100,000 October 1, 2001 $200,000 October 1, 1989 100,000 October 1, 2002 400,000 October 1, 1990 100,000 October 1, 2003 500,000 October 1, 1991 100,000 October 1, 2004 500,000 October 1, 1992 100,000 October 1, 2005 500,000 October 1, 1993 100,000 October 1, 2006 600,000 October 1, 1994 100,000 October 1, 2007 600,000 October 1, 1995 100,000 October 1, 2008 600,000 October 1, 1996 200,000 October 1, 2009 600,000 October 1, 1997 200,000 October 1, 2010 700,000 October 1, 1998 200,000 October 1, 2011 700,000 October 1, 1999 200,000 October 1, 2012 800,000 October 1, 2000 200,000 October 1, 2013 800,000 (B) The Committee, upon written request of the Corporation, may change the provisions for mandatory redemption of the Bonds set forth in subsection (A) of this Section as provided in Section 20.3 hereof. (C) On or prior to the Conversion Date the Bonds will be subject to mandatory redemption if there shall not be on deposit with the Bond Trustee a Letter of Credit as required by Section 609(c)(ii) hereof." Section 3. Amendment to Section 503 of the Indenture. Section 503 of the Indenture is hereby amended and supplemented to read in its entirety as follows: "Section 503. Notice of Redemption. Notice of the call for any redemption identifying the Bonds (and the principal amount thereof) to be redeemed shall be given by first class mail, postage prepaid, to the registered owners of Bonds to be redeemed, mailed to the address shown on the registration books maintained by the Bond Trustee as of the close of business on the day before such notice is given, not less than fifteen days nor more than thirty days prior to the redemption date. Upon the giving of such notice, and provided that funds are, on the applicable redemption date, on deposit with the Bond Trustee in an amount sufficient to pay all principal of, premium (if any) and interest on the 2C383075 386,415 -004 2 11/07/88 Bonds so called for redemption or to be so redeemed, the Bonds, or portions thereof, thus called or to be so redeemed shall not bear interest after the applicable redemption date, and shall no longer be protected by this Indenture and shall not be deemed to be outstanding under the provisions of this Indenture. The Bond Trustee shall redeem from Available Moneys in the Revenue Fiend, in the manner provided in this Article V, such an aggregate principal amount of such Bonds at the principal amount thereof plus accrued interest to the redemption date and premium, if any. • Notice of any redemption of all of the outstanding Bonds pursuant to any provisions of this Article V shall also be given by the Bond Trustee to any Rating Agency having a then current rating on the Bonds at the addresses and in the manner set forth in Section 1304 hereof." Section 4. Ratification of the Indenture. As amended and supplemented hereby, the Indenture is in all respects ratified and confirmed and the Indenture as so amended and supplemented hereby shall be read, taken and construed as one and the same instrument. Section S. Severabilit,�. If any provision of this Supplemental Indenture No. 1 shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions, or in all cases, because it conflicts with any other provision or provisions hereof or with any constitution, statute, rule or public policy, or for any other reason, :such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of any one or more phrases, sentences, clauses, sections or subsections contained in this Supplemental Indenture No. 1 shall not affect the remaining portions of this Supplemental Indenture No. 1 or any part thereof. section 6. Counterparts. This Supplemental Indenture No. 1 may be executed in several counterparts, each of which shall be an original and all of which shall constitute one instrument. IN WITNESS WHEREOF, the City and the Bond Trustee have caused this Supplemental Indenture No. 1 to be executed in their respective names and their respective corporate 2C383075 3 386,415 -004 11/07/88 715 seals to be hereto affixed, all as of the date first above written. • SECURITY PACIFIC NATIONAL BANK as Bond Trustee By: Its THE FOREGOING IS HEREBY CONSENTED TO BY: FIRST INTERSTATE BANK OF CALIFORNIA By: HOAG MEMORIAL HOSPITAL PRESBYTERIAN By: Its: 2C383075 4 386,415 -004 11/07/88 2,0