HomeMy WebLinkAbout1994-09-06; Housing & Redevelopment Commission; 258 Exhibit 9; Family Housing Revenue Refunding BondsEXHIBIT 9
.i’ EXHIBIT A
I ‘I FORM OF BOND
The text of the Bonds, and the authentication certificate of the Trustee to be printed thereon shall be, respectively, in substantially the following form:
No.
CARLSBAD HOUSING AND REDEVELOPMENT COMMISSION
MULTI-FAMILY HOUSING REVENUE REFUNDING BONDS
(SEASCAPE fi VILLAGE PROJECT)
SERIES A OF 1994
Issue Date: Maturity Date: Interest Rate Mode: CUSIP No.:
, 1994
Registered Owner:
Principal Amount:
The Carlsbad Housing and Redevelopment Commission, a public body corporate and
politic organized and existing under the laws of the State of California (the “Commissiun”), for value received, hereby promises to pay, solely from the sources and in the manner hereinafter
provided, to the Registered Owner identified above, or registered assigns, on the Maturity Date
specified above (or if this Bond is called for earlier redemption as described herein, on the
Redemption Date), the Principal Amount specified above and to pay interest on such Principal
Amount on the Interest Payment Dates and at the rate or rates provided in this Bond, until the
Maturity Date or earlier redemption of this Bond. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the hereinafter defined Indenture.
.The principal of and premium, if any, on this Bond shall be payable in lawful money of
the United States of America, without exchange or collection charges, upon presentation and surrender of this Bond at the Principal Office of First Trust of California, National Association,
as Trustee, or any successor trustee (the “Trustee”). Except as otherwise provided herein, interest will be paid to the registered owner hereof as of the Record Date by check mailed to
such registered owner’s registered address, except that a registered owner of $1,000,000 or more
in principal amount of Bonds may be paid interest at a Daily, Weekly, Monthly, Quarterly,
Semi-Annual or Fixed Rate by wire transfer to an account in the continental United States if such registered owner makes a written request of the Trustee at least 15 days before the Record Date specifying the account address. Interest at the Commercial Paper Rate will be made only upon
A - 1 OSll1 t94
presentation and surrender of the Bond for purchase to the Trustee or other Purchase Agent.
While a Securities Depository is the registered owner of Bonds, all payments of principal of, premium, if any, and interest on such Bonds shall be paid by wire transfer to the Securities
Depository.
The Bonds have been issued under and pursuant to the provisions of Article 11 of
Chapter 3 of Part 1 of Division 2 of Title 5 of the California Government Code (the “Refwzdig
Bond Act”), and pursuant to an Indenture of Trust, dated as of September 1, 1994, (as amended
and supplemented, the “Indenture”) by and between the Commission and the Trustee.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND
SET FORTH ON THE REVERSE HEREOF, AND SUCH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH AT THIS PLACE.
THE BONDS ARE LIMITED OBLIGATIONS OF THE COMMISSION PAYABLE
SOLELY FROM THE TRUST ESTATE PLEDGED UNDER THE INDENTURE,
INCLUDING PAYMENTS MADE UNDER THE CREDIT FACILITY. THE BONDS ARE
NOT A DEBT OF THE COMMISSION, THE CITY OF CARLSBAD, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF WITHIN THE MEANING
OF ANY CONSTITUTIONAL OR STATUTORY DEBT LIMITATION. NEITHER THE
FAITH AND CREDIT, NOR THE TAXING POWER OF THE COMMISSION, THE CITY OF
CARLSBAD, THE STATE OF CALIFORNIA OR ANY POLITICAL SUBDIVISION THEREOF ARE PLEDGED FOR THE PAYMENT OF THE BONDS; NOR IN ANY EVENT
SHALL THE BONDS BE PAYABLE OUT OF ANY FUNDS OR PROPERTIES OTHER
THAN THOSE OF THE COMMISSION SPECIFICALLY PLEDGED THEREFOR.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture until the certificate of authentication hereon shall have
been duly executed by or on behalf of the Registrar under the Indenture.
It is hereby certified and recited that all, acts and conditions required to be performed precedent to and in the execution and delivery of the Indenture and the issuance of this Bond
have been performed in due time, form and manner as required by law and that the issuance of
this Bond does not exceed or violate any Constitutional or statutory limitation of the State of
California.
08/11/94
IN WITNESS WHEREOF, the Carlsbad Housing and Redevelopment Commission has
caused this Bond to be executed in its name by the facsimile signature of its Chairman and its corporate seal or a facsimile thereof to be impressed or printed hereon and attested by the
facsimile signature of its Secretary.
CARLSBAD HOUSING AND
REDEVELOPMENT COMMISSION
By: Chairman
Attest:
By:
Secretary
Registrar’s Certificate of Authentication
This Bond is one of the Bonds described in the within mentioned Indenture* and has been
authenticated this date: f .
FIRST TRUST OF CALIFORNIA, NATIONAL
ASSOCIATION, as Registrar
By:
Author&d Signatory
~u~~:17646~1(RED:17480~3~T0:_17480~2)109~B2062.14 A - 3 OSlll/94
[Reverse Pages Begin Here]
1. Indenwe; Loan Agreement. This Bond is one of the Carlsbad Housing and
Redevelopment Commission Multifamily Housing Revenue Refunding Bonds, Series A of 1994
(Seascape Village Project) (the aBonds”), limited to ~$15115,000 in principal amount, issued under the Indenture of Trust dated as of September 1, 1994, between the Commission and the
Trustee (the “Indenture”). Reference is hereby made to the Indenture (a copy of which is on file
at the Principal Office of the Trustee) and all indentures supplemental thereto and to the
Refunding Bond Act for a description of the rights thereunder of the registered owners of the
Bonds, of the nature and extent of the security, of the rights, duties and immunities of the
Trustee and of the rights and obligations of the Commission thereunder, to all the provisions of
which Indenture the registered owner of this Bond, by acceptance hereof, assents and agrees. The Commission will loan the proceeds of the Bonds to Seascape Apartments, Inc., an Illinois
corporation (together with its successors and assigns, the “Owner “), pursuant to a Loan
Agreement dated as of September 1, 1994 between the Commission and the Owner. The Bonds
are being issued to refund the Carlsbad Housing and Redevelopment Commission Multifamily
Housing Revenue Bonds, Series 1985B (Seascape Village Project) (the “Prior Bonds”) which were issued to finance the acquisition and construction of a multifamily rental housing
development in the City of Carlsbad, California (the “protect”).
2. Interest Deternzimion. Interest on this Bond will be paid at the lesser of (a) the Daily Rate, Weekly Rate, Monthly Rate, Quarterly Rate, Commercial Paper Rate, Semi-Annual
Rate, Fixed Rate or Liquidity Facility Rate, whichever interest rate mode is then in effect, as
determined in accordance with the Indenture, or (b) the Maximum Rate. Interest initially will be
payable at the Weekly Rate. While there exists an Event of Default under the Indenture, the
interest rate on the Bonds will be the rate on the Bonds on the day before the Event of Default
occurred, except that if interest on the Bonds was then payable at a Commercial Paper Rate, the
default rate will be the highest Commercial Paper Rate then in effect for any Bond. The Owner
(with the prior written consent of the Credit Facility Issuer) or, under certain circumstances, the
Credit Facility Issuer, may change the interest rate determination method from time to time. A change in the method will result in the mandatory tender of the Bonds.
During any period that Bonds are owned by the Liquidity Facility Issuer by reason of a
draw or claim on the Liquidity Facility, the Bonds so owned will bear interest at a rate equal to
the prime lending rate per annum announced from time to time by The First National Bank of
Chicago, as such prime lending rate may change from time to time (the “Liquidity Faciliry Rate”)
from and including the date such Bonds are so purchased by the Liquidity Facility Issuer to but
excluding the date such Bonds are sold by the Liquidity Facility Issuer (through a remarketing or
otherwise) to another Person.
During any period that Bonds are owned by the Credit Facility Issuer by reason of a draw
or claim on the Credit Facility, the Bonds so owned will bear interest at a rate equal to the prime lending rate per annum announced from time to time by The First National Bank of Chicago, as
such prime lending rate may change from time to time plus four percent (4%) (the “Credit
Facifizy Rare”) from and including the date such Bonds are so purchased by the Credit Facility
Issuer to but excluding the date the Bonds are sold by the Credit Facility Issuer (through a remarketing or otherwise) to another Person.
PUBL:l7646~l~D:l7480~3~T0:~l7480_2)l09~B2062.14 A _ 4 08/l I I94
When interest is payable at a Daily, Weekly, Monthly, Commercial Paper Rate or
Liquidity Facility Rate, it will be computed on the basis of the actual number of days elapsed over a year of 365 days (366 in leap years), and when payable at a Quarterly, Semi-Annual or
Fixed Rate, on the basis of a 36Oday year of twelve 30day months.
3. Credit Facility and Liquid@ Facility. The payment of principal of and interest on
the Bonds (other than Bonds owned by Excluded Bondholders and other than Bonds optionally
redeemed at the direction of the Owner pursuant to Section 5(a) below) is secured by a Credit
Facility issued by the Credit Facility Issuer in favor of the Trustee. While Bonds bear interest at
a Short Term Rate, the Owner is required to maintain a Liquidity Facility in favor of the Trustee
to pay the Purchase Price of Bonds optionally tendered by the registered owners thereof, as
provided herein.
4. Irueresr Payment and Record Dates. Interest will accrue on the unpaid portion of
the principal of this Bond from the last date to which interest was paid, or if no interest has been
paid, from the date of the initial delivery of this Bond, until the entire principal amount of this
Bond is paid, provided that Bonds authenticated after a Record Date and before the next Interest
Payment Date shall bear interest from such Interest Payment Date (or, if earlier, from the last Interest Payment Date to which interest has been paid). When interest is payable in the interest
rate mode specified in the first column below, interest accrued during the period (an “Interest
Period “) specified in the second column will be paid on the date (an “Interest Paymenr Date “) specified in the third column to registered owners on the date (a “Record Daze”) in the fourth
column:
Interest
Rate Mode
Daily
Interest Period
Calendar month (or portion
thereof for the first interest period)
Weekly Calendar month (or portion
thereof for the first interest
period)
Monthly Calendar month
Commercial
Paper
From 15 to 270 days as determined for each Bond
pursuant to the Indenture
(“Commercial Paper Rate
Period”)
Quarterly Three full calendar months ending on the last day of the
third calendar month
Interest Payment
Date
1 First Business Day
of the next calendar
month
2 First Business Day
of the next calendar
month
First f: i Business Day
of the next calendar
month
First day after
applicable
Commercial Paper Rate Period
Record Date
2 Second Business Day
2 before the Interest 1
Pact Date
2 m Business Day
2 before the Interest 1 &glgJ&&
5 Secoo Business Day
L before the Interest 2.
mment
2 second Business Day
before the Interest Payment Date
First day of the month Fifteenth day of the
following the Interest month before the Interest Period Payment Date
A _ 5 OS/l 1194
Semi-Annual Six full calendar months First day of the month Fifteenth day of the
ending on the last day of the following the Interest month before the Interest
sixth calendar month Period Payment Date
Fixed Not less than 365 days Each June 1 and Fifteenth day of the
(except for the initial Fixed December 1 during month before the Interest
Rate Period which shall not the Interest Period Payment Date
be less than 6 months) and
ending on the day before the
next June 1 or
December 1
If Bonds are called for redemption on a date other than an Interest Payment Date, the
Record Date for the interest payment on the Redemption Date will be the same number of days prior to the Redemption Date as for interest .payments in the applicable interest rate mode as set
forth above. Payment of defaulted interest will be made to registered owners on the fifth-to-last
Business Day before payment. If any date specified for payment on the Bonds (whether an
Interest Payment Date, a Redemption Date or the Maturity Date) occurs on a day other than a Business Day, payment shall be made on the next succeeding Business Day, but no additional
interest will accrue.
5. Redemptions. As provided below, the Owner or the Credit Facility-Issuer has the
right to purchase Bonds in lieu of redemption in certain circumstances. By acceptance of this
Bond, the registered owner agrees to sell and surrender this Bond, properly endorsed, to the Owner or the Credit Facility Issuer, as appropriate, in lieu of redemption under the conditions
described below. No purchase of Bonds by the Remarketing Agent, the Owner, the Liquidity
Facility Issuer or the Credit Facility Issuer or advance use of any funds to effectuate any such
purchase shall be deemed to be a payment or redemption of the Bonds or of any portion thereof, and such purchase will not operate to extinguish or discharge the indebtedness evidenced by such
Bonds.
(a) Optionul Redemption. The Bonds are subject to redemption upon exercise
by the Owner of an election to prepay the Loan in accordance with the Indenture, with the prior
written consent of the Credit Facility Issuer as follows:
(0 Fired Rate Periods. During each Fixed Rate Period of at least four
(4) years, the Bonds are subject to redemption, as a whole or in part on any date after the Call Lock Period (as hereinafter defined) at the following redemption prices (expressed as a percentage of the principal amount of Bonds to be redeemed) plus interest accrued on such Bonds
to the Redemption Date:
OS/l 1194
Redemption Date Redemption Price
From the expiration of the Call Lock Period through twelve months after
expiration of Call Lock Period:
102%
From thirteen through twenty-four months after expiration of Call Lock
Period:
101 %I
From twenty-five months after expiration of Call Lock Period through the
end of the Fixed Rate Period:
100%
“Call Lock Period” means, during each Fixed Rate Period, a period
beginning on the first day of such Fixed Rate Period and ending on the day before the first
Interest Payment Date which is at least thirty (30) days after the date which is halfway through
such Fixed Rate Period. Prior to the Remarketing Date at the commencement of any Fixed Rate
Period, the Commission shall have the option, at the request of the Owner, to modify or
eliminate the Call Lock Period and/or the premium payable on any such optional Redemption
Date, provided the Owner delivers to the Commission, the Credit Facility Issuer, the
Remarketing Agent and the Trustee an opinion of Bond Counsel stating that such modification will not adversely affect the exclusion from gross income for federal income tax purposes to
which interest on the Bonds would otherwise be entitled.
(ii) Daily, Weekly or Monthly Rate Period. When interest on the Bonds is payable at a Daily, Weekly or Monthly Rate, the Bonds may be redeemed, without
premium, in whole or in part, on any date at a redemption price equal to the principal amount
thereof plus interest accrued thereon to the Redemption Date.
(iii) Quarterly, Commercial Paper or Semi-Annual Rate Period. When
interest on the Bonds is payable at a Quarterly, Commercial Paper or Semi-Annual Rate, the
Bonds may be redeemed, without premium, in whole or in part, on any Interest Payment Date, at
a redemption price equal to the principal amount thereof plus interest accrued thereon to the Redemption Date.
0) Mandatory Redemption. Subject to the provisions of the Indenture, the
Bonds shall be subject to mandatory redemption at a redemption price equal to the principal
amount thereof plus interest accrued thereon to the Redemption Date, as follows:
(1) as a whole on any date or in part on any Interest Payment Date from any Net Proceeds which the Credit Facility Issuer requires to be applied to the redemption of the Bonds pursuant to the First Deed of Trust or the Second Deed of Trust;
(2) as a whole or in part on the earliest date for which notice of
such redemption can be given upon receipt by the Trustee of written notice from the
Credit Facility Issuer requesting such redemption, specifying the principal amount of
Bonds to be redeemed and stating that (i) an Event of Default has occurred and is
continuing under and as defined in the Loan Agreement, the Reimbursement Agreement, the First Deed of Trust or the Second Deed of Trust, or (ii) if the Credit Facility is a
A - 7 OS/l If94
letter of credit and the Credit Facility Issuer will not reinstate its letter of credit following
a draw thereon for interest on an Interest Payment Date;
(3) as a whole, but not in part, on the earliest date for which
notice of such redemption may be given, if a Determination of Taxability shall have occurred;
(4) as a whole or in part with respect to any Bonds purchased
by the Credit Facility Issuer as a result of mandatory tenders for purchase or purchased in
lieu of redemption pursuant to the Indenture or purchased from the Liquidity Facility Issuer, which are held by the Credit Facility Issuer as registered owner thereof on any date after such purchase, upon written notice from such Credit Facility Issuer to the
Trustee, the Owner and the Commission demanding such redemption; or
(5) as a whole or in part with respect to any Bonds which have
been tendered for purchase and have not been remarketed and are held by the Liquidity Facility Issuer for one hundred eighty (180) days or more (the “Minimum Holding
Period”) on any date occurring after the Minimum Holding Period upon written notice
from the Liquidity Facility Issuer to the Trustee, the Owner and the Commission
demanding such redemption.
When Bonds are subject to mandatory .redemption pursuant to clauses (1) through
(5) above, Bonds paid by the Owner or paid from a draw or claim under the Credit Facility or
otherwise paid by the Credit Facility Issuer shall be purchased in lieu of redemption on the
Redemption Date at a purchase price equal to the principal amount thereof, plus interest accrued
thereon to the Purchase Date.
Cc) Extraordinary Redemption. The Bonds are subject to redemption, in whole
or in part, on any date, at a redemption price equal to the principal amount thereof plus interest
accrued thereon to the Redemption Date upon (i) the direction of the Owner with the prior
written consent of the Credit Facility Issuer upon the occurrence of any of the events described in
(1) or (2) below; (ii) the direction of the Credit Facility Issuer upon the occurrence of any of the
events described in (1) or (2) below if an Event of Default has occurred and is continuing under
any of the First Deed of Trust Documents or the Second Deed of Trust Documents or an event
has occurred or failed to occur which, with the passage of time or the giving of notice, or both, would constitute an Event of Default under any of the First Deed of Trust Documents or the
Second Deed of Trust Documents; or (iii) the direction of the Credit Facility Issuer upon the occurrence of the event described in (3) below:
(1) if the Project or any portion thereof is demolished, destroyed or damaged by fire or other casualty;
(2) if the Project or any portion thereof has been taken under
the exercise of the power of eminent domain by any governmental authority or conveyed
in lieu of such taking or under threat thereof; or
PUBL:l7646~l(RED:l7480~3~T0:~l7480~2)l09~B2062.14 A - 8 OS/l 1194
(3) if the Credit Facility Issuer elects to cause all the Bonds to
be redeemed upon the foreclosure of a lien upon the Project or delivery of a deed in lieu
of foreclosure and the subsequent transfer of the Project.
If the Lien of the Indenture is discharged prior to the occurrence of a
Determination of Taxability or prior to the occurrence of any other event which would or could
result in a mandatory or extraordinary redemption of Bonds, the Bonds will not be subject to
redemption as described above.
6. Optiona Tenders. While the Bonds bear interest at a Short Term Rate, the
registered owners thereof shall have the right to tender their Bonds (or portions thereof in
Author&d Denominations) for purchase by the Purchase Agent at a Purchase Price equal to the
principal amount thereof (or of such portions) plus, in the event Bonds bear interest at the Daily Rate or Weekly Rate, accrued interest thereon to the Purchase Date; provided that while the
Bonds bear interest at the Daily Rate or Weekly Rate, if a Bond is tendered for purchase after the
Record Date and before the Interest Payment Date for that Interest Period, the Purchase Price of such Bond will be an amount equal to the principal amount thereof plus interest accruing after the
last day of that prior Interest Period and the Holder will receive interest for that prior Interest
Period as described above.
(0 Daily or Weekly Rate Optional Tenders. When interest on the
Bonds is payable at a Daily Rate, a Bondholder (other than an Excluded Bondholder) may tender
Bonds for purchase by delivering:
(A) a written notice to the Purchase Agent on a Business Day, stating the principal amount of the Bonds to be tendered and the Business
Day (which shall be a date not less than seven (7) days nor more than twenty (20)
days after the notice is delivered) on which the Bonds are to be purchased, and
(39 the Bonds to the Purchase Agent by lo:30 a.m.,
Trustee Time, on the date of purchase.
(ii) Monthly, Quarterly or Semi-Annual Rate Optional Tender. When
interest on the Bonds is payable at a Monthly Rate, Quarterly Rate or Semi-Annual Rate, each
Bondholder (other than an Excluded Bondholder) may tender Bonds for purchase on the next
Interest Payment Date by delivering:
(4 a written notice to the Purchase Agent on a Business
Day not less than seven (7) nor more than twenty (20) days prior to said Interest
Payment Date stating the principal amount of the Bonds to be tendered and the
Interest Payment Date upon which the Bonds are to be purchased, and
t-W the Bonds to the Purchase Agent by lo:30 a.m., Trustee Time, on the date of purchase.
(iii) Commercial Paper Rate Optional Tender. When interest on the
Bonds is payable at a Commercial Paper Rate, a Bondholder (other than an Excluded
PUBL:l7646~l~D:l7480~3~TO:~l7480~2)lO9~82062.l4 A - 9 OS/l I194
Bondholder) may tender Bonds for purchase on the next Interest Payment Date applicable to the Bonds to be tendered by delivering:
(4 a written notice to the Purchase Agent on a Business
Day not less than seven (7) nor more than twenty (20) days prior to said Interest
Payment Date stating the principal amount of the Bonds to be tendered and the
Interest Payment Date upon which the Bonds are to be purchased, and
00 the Bonds to the Purchase Agent by lo:30 a.m.,
Trustee Time, on the date of purchase.
(iv) Adiiitionul Delivery Requirements. Each notice shall specify (A)
the principal amount, CUSIP number, certificate number and stated maturity of the Bond to
which the notice relates, (B) the principal amount of such Bond to be purchased, (C) the
Purchase Date on which ,such Bond is to be purchased and (D) payment instructions with respect to the Purchase Price.
09 The Bonds shall not be optionally tendered for purchase during any
Fixed Rate Period.
7. Mandatory Tenders. The Bonds shall be subject to mandatory tender to the
Trustee for purchase at a Purchase Price equal to the principal amount thereof plus accrued
interest thereon to the Purchase Date as follows:
(0 (A) on each Conversion Date or (B) on each date which would
have been a Conversion Date except for the failure to satisfy the conditions of a
Conversion Date set forth in the Indenture (except for a proposed conversion from a Short
Term Rate to a Fixed Rate where the Liquidity Facility is not scheduled to expire, as
provided in the Indenture);
(ii) on the last Interest Payment Date during a Short Term Rate Period
(A) prior to the Termination Date of a Liquidity Facility in accordance with its terms
(unless such Liquidity Facility has been extended prior to such Interest Payment Date
pursuant to a Liquidity Facility Amendment) in accordance with the provisions of
Section 2.12(d) of the Indenture, (B) which is the effective date of an Alternate Liquidity
Facility (other than a Liquidity Facility Amendment) in substitution for the existing Liquidity Facility which is not terminating or expiring; or =&ZJ which would have been
the effective date of the Alternate Liquidity Facility if the conditions for the provisions of an Alternate Liquidity Facility under the Indenture had been satisfied;
(iii) a Credit Facility; on the last Interest Payment Date prior to the Termination Date of
(iv) on the Interest Payment Date during a Short Term Rate Period (A)
which is the effective date of delivery of an Alternate Security to replace-an existing
Credit Facility which is not terminating or expiring or (B) which would have been the
effective date of the Alternate Security if the conditions for the provisions of an Alternate
Security under the Indenture had been satisfied;
PUBL:17646~l(RED:l7480~3~T0:~l7480~2)l09~B2062.14 A - 10 OS/l 1194
00 on the Interest Payment Date during the Short Term Rate Period
which is at least forty-five (45) days after receipt by the Trustee of notice from Liquidity
Facility Issuer of the occurrence of an Event of Default under the Liquidity Facility
Agreement; and
(vi) on the Interest Payment Date which is at least forty-five (45) days after the date of any failure to purchase Bonds tendered by the registered owners thereof
during a Short Term Rate Period pursuant to the Indenture.
8. Notice of Re&mpion. Except as provided in the Indenture for Bonds bearing
interest at a Commercial Paper Rate, at least thirty (30) but not more than sixty (60) days before
each redemption of a Bond, the Trustee will mail a notice of redemption by first-class mail,
postage prepaid, to each Bondholder at the Bondholder’s registered address. Failure to give any
required notice of redemption as to any particular Bonds will not affect the validity of the call for
redemption of any Bonds in respect of which no failure occurs. Any notice mailed as provided
in this paragraph will be conclusively presumed to have been given whether or not actually
received by the addressee. When notice of redemption is required and given, Bonds called for redemption become due and payable on the Redemption Date at the applicable redemption price,
subject to the Owner’s and the Credit Facility Issuer’s right to purchase Bonds as provided above and as provided in the Indenture and further subject to the provisions of the Indenture relating to
the cancellation of a scheduled redemption under certain circumstances; in such case when funds are deposited with the Trustee or the Purchase Agent sufficient for redemption or for purchase,
interest on the Bonds to be redeemed or purchased shall cease to accrue as of the date of
redemption or purchase, notwithstanding that any Bond or portion thereof so called for
redemption shall not have been surrendered for payment.
9. Event of Default. Upon the occurrence of an Event of Default, as defined in the
Indenture, the principal of this Bond may become or be declared due and payable before the t
maturity hereof in the manner, with the effect, and subject to the conditions provided in the
Indenture. The Event of Default and its consequences may be waived as provided in the Indenture.
10. Transfer. This Bond shall be transferable only upon the presentation and
surrender hereof at the Principal Office of the Trustee as Registrar duly endorsed for transfer and
accompanied by an assignment duly executed by the registered owner or such registered owner’s
duly authorized representative, all subject to the terms and conditions of the Indenture.
During any Fixed Rate Period, the Registrar shall not be required to transfer or
exchange any Bond (i) during the period commencing fifteen (15) days before the selection of
Bonds for redemption and ending on the date the related notice of redemption is mailed or (ii)
that has been selected for redemption.
The Registrar shall be supplied with the name, address, social security number or
federal employer identification number of the transferee hereof prior to making such transfer. Upon such transfer a new Bond or Bonds of the same Maturity Date and of authorized
denomination or denominations, for the same aggregate principal amount will be issued to the
transferee in exchange therefor.
we~:l7646~lfJtED: 17480~3~T0:~17480~2)109 I B2062.14 A- 11 OS/l 1194
The Commission, the Credit Facility Issuer, the Liquidity Facility Issuer, the
Owner, the Paying Agent, the Purchase Agent and the Trustee shall deem and treat the person in
whose name ‘mis Bond is registered in the Bond Register as the absolute owner hereof for the
purpose of receiving payment of or on account of principal hereof and interest due hereon and
for all other purposes, and neither the Commission nor the Trustee shall be affected by any
notice to the contrary.
11. Denominutions. The Bonds are issuable only as fully registered Bonds (i) in denominations of $100,000 and any integral multiple thereof (except that one Bond may be issued
in the denomination of 2 $115.000~ during any Short Term Rate Period, and (ii) in denominations
of $5,000 or any integral multiple thereof during any Fixed Rate Period. Bonds are
exchangeable at the Principal Office of the Registrar, subject to the limitations and upon payment of the charges provided in the Indenture.
12. Amaiments. The Indenture contains provisions permitting the Commission and
the Trustee, with the approval of the Owner, the Liquidity Facility Issuer (while its Liquidity
Facility is outstanding and there is no default thereunder) and the Credit Facility Issuer, but without the consent of or notice to the registered owners of the Bonds, to execute indentures
supplemental to the Indenture. In addition, the Indenture contains provisions permitting the
Commission and the Trustee, with the consent of the Owner, the Liquidity Facility Issuer (while
its Liquidity Facility is outstanding and it is not in default thereunder) and the Credit Facility Issuer and with the consent of the owners of not less than a majority in aggregate principal
amount of the Bonds at the time outstanding, to execute supplemental indentures amending in any
particular the provisions of the Indenture subject to certain limitations contained in the Indenture.
~u~~:17644~1(RED:17480~3~T0:_17480~2)109~B2062.14 A- 12 OS/l I /94
Form of Assignment]
For Value Received, the undersigned hereby sells, assigns and transfers unto
(Please insert Social Security or taxpayer identification number of assignee)
(Please print or typewrite name and address of assignee)
the within Bond, and all rights thereunder, and hereby does irrevocably constitute and appoint
agent to transfer the within Bond on the books kept for the registration thereof, with full power
of substitution in the premises.
Dated:
Signature
(Signature guaranty) NOTICE: The signature to this assignment must correspond with the
name as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatever.
Commercial Bank or Trust Company or Member of
National Association of Securities Dealers, Inc.
By:
~~~~.:17646~1(RED:17480_3_T0:_17480~2)109~B2062.14 A- 13 OS/l 1194
EXHIBIT B
(LEGAL DESCRIPTION OF REAL ESTATE)
Description of Land
Seascape Village Apartments
All that certain real property situated in the City of Carlsbad, County of San Diego, State of
California, described as follows:
Lots 100 and 101 of CARLSBAD TRACT NO. 73-23, in the City of Carlsbad, County of San Diego, State of California, according to Map thereof No. 8081, tiled in the Office of the County
Recorder of San Diego County, February 28, 1975.
Excepting all crude, oil, petroleum, gas, brea, asphaltum and all kindred substances and other
minerals in and under said land, but without the right to enter upon the surface of said land above
a depth of 500.00 feet to explore for or extract same, as reserved in a Deed recorded August 27,
1969 as File No. 157186 and that Deed recorded August 27, 1969 as File No. 157190, both of
- Official Records.
Also excepting all oil, oil rights, mineral rights, natural gas rights and other hydrocarbons by
whatsoever name known, together with all geothermal steam and steam power that may be within
or under the parcel of land hereinafter described, together with the perpetual right of drilling,
mining, exploring and operating therefor and storing in and removing the same from said land,
or any other land, including the right to whipstock or directionally drill and mine from lands
other than those hereinafter described oil or gas wells, tunnels and shafts into, through or across
the subsurface of the land hereinafter described and to bottom such whipstocked or directionally drilled wells, tunnels and shafts under and beneath or beyond the exterior limits thereof, and to
redrill, retunnel, equip, maintain, repair, deepen and operate such wells or mines, without,
however, the right to drill, mine, store, explore and operate through or on the surface or the
upper 500 feet of the subsurface of the land herein described.
OS/l 1194