GIDA Resolution 84-1RESOLUTION NO. 84 - 1
A RESOLUTION APPROVING THE TERMS OF A FIRST SUPPLEmeNT
TO INDENTURE TO BE ENTERED INTO IN CONNECTION WITH THE
EXCHANGE OF SUBSTITUTE BONDS FOR BONDS PREVIOUSLY ISSUED
BY THE INDUSTRIAL DEVELOPmeNT AUTHORITY OF THE CITY OF
GILROY, BEING ITS INDUSTRIAL DEVELOP}~NT REVENUE BONDS
(GILROY CANNING COMPANY, INC.) SERIES 1983.
~EREAS, the California Industrial Development Financing Act,
being Title 10 of the California Government Code, as supplemented
and amended (the "Act"), establishes a procedure for the sale and
issuance of revenue bonds or other evidences of indebtedness by the
Industrial Development Authority of the City of Gilroy (the "Auth-
ority'') for the purpose of making loans to finance facilities main-
tained and ooerated for industrial purposes;
WHEREAS, the Authority, on December 5, 1983, by resolution .
determined that it would finance a project (the "Project") oursuant
to the Act, for Gilroy Canning Company, Inc., a corporation duly
organized and existing under the laws of the State of California
(the "Corporation"), pursuant to a Loan Agreement dated as of
December 1, 1983 between the Authority and the Corporation; and
~EREAS, the Authority, in order to finance the Project pur-
suant to such resolution, authorized the issuance and delivery of
$6,000,000 Industrial Development Authority of the City of Gilroy
Industrial Development Revenue Bonds Series 1983 (the "Bonds")
which were issued under an Indenture dated as of December 1, 1983
(the "Original Indenture") between the Authority and Crocker National
Bank, as trustee (the "Trustee"); and
WHEREAS, the Corporation has requested the Authority and the
Trustee to enter into a supplemental indenture to the Original In-
denture (the "First Supplement") in order to cure certain ambiguities
contained therein, to shorten the maturity date of the Bonds and to
modify the procedure for determining the interest rate on each
RESOLUTION NO. 84 - 1 -1-
Interest Calculation Date, as defined in the Original Indenture, and
in connection therewith, to authorize the authentication by the Trustee
of a new Bond or Bonds (the "Substitute Bonds"), incorporating such
new maturity date and such revised procedures, such Substitute Bonds
to be delivered to the holders of all Bonds outstanding in exchange
for Bonds heretofore issued and surrendered by such holders; and
WHEREAS, the holders of a majority in aggregate principal
amount of the Bonds outstanding, the Corporation and Wells Fargo Bank,
National Association (the "Bank") have filed with the Trustee their
written consent to the First Supplement; and
WHEREAS, the Authority has determined it is desirable and in
the best interests of the Authority, the Corporation, the Bank and
the holders of all Bonds outstanding to so modify the Original Inden-
ture and to authorize the authentication and delivery by the Trustee
of Substitute Bonds for the purposes herewith described.
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF
THE AUTHORITY, as follows:
Section 1. The proposed form of First Supplement to Indenture
(the "First Supplement") between the Authority and the trustee, pre-
sented to this meeting and on file in the office of the Authority, is
hereby approved. The Chairman is hereby authorized, for and in the
name and on behalf of the Authority, to execute, acknowledge and de-
liver a first supplement in substantially said form, with such changes
therein as such officer and counsel to the Authority may require or
approve, such approval to be conclusively evidenced by the execution
and delivery thereof.
Section 2. Substitute Bonds in the aggregate principal amount
of $6,000,000 are authorized to be executed by the manual or facsimile
signature of the Chairman, the seal of the Authority is authorized to
be affixed or imprinted thereon and attested by the manual or facsimile
signature of the Secretary of the Authority (the "Secretary"), in the
RESOLUTION NO. 84 - 1 -2-
form set forth in and otherwise in accordance with the First Supple-
ment. The seal of the Authority may be produced in facsimile form.
Section 3. The Substitute Bonds, when so executed, are auth-
orized to be delivered to the Trustee for authentication. The
Trustee is hereby requested to authenticate the Substitute Bonds by
executing the Trustee's certificate of authentication appearing
thereon, and to deliver the Substitute Bonds, when duly executed and
authenticated, to the holders of all Bonds outstanding in exchange
for Bonds heretofore issued and surrendered by such holders, in ac-
cordance with Written instructions executed on behalf of the Auth-
ority by the Chairman, which instructions said officer is hereby
authorized, for and in the name and on behalf of the Authority, to
execute and deliver to the Trustee.
Section 4. The Secretary is hereby authorized to attest the
signature of the Chairman and to affix and attest the seal of the
Authority in connection with the execution and delivery of the
Substitute Bonds and the First Supplement, all in accordance with
this resolution.
Section 5. The officers and staff of the Authority are here-
by authorized, jointly and severally, to do any and all things and
to execute and deliver any and all documents which they may deem
necessary or advisable in order to consummate the issuance and de-
livery of the Substitute Bonds to be exchanged for the Bonds here-
tofore issued and surrendered, and otherwise to carry out, give ef-
fect to and comply with the terms and intents of this resolution,
the Substitute Bonds and the First Supplement.
Section 6. Final consu~?~ation of the transactions set forth
in this resolution shall be contingent upon the completion of the
RESOLUTION NO. 84 - 1 -3-
delivery arrangements for the Substitute Bonds and the surrender of
the Bonds to the Trustee for cancellation in a manner satisfactory to
the Chairman and counsel to the Authority.
Section 7. This resolution shall take effect immediately
upon its passage.
Introduced at the meeting of the Industrial Development Authority
of the City of Gilroy held on the 3rd day of December, 1984, by
Director Valdez who moved its adoption and passage, ~hich motion was
carried after being duly seconded by Director Gage, and passed by the
following vote:
AYES:
NOES:
Directors: ALBERT, GAGE, KLOECKER, ~SSALLE~, PATE,
VALDEZ and HUGP~N.
Directors: None
ABSENT:
Directors: None
APPROVED AND ADOPTED THIS 3rd day of December, 1984.
APPROVED:
ATTEST:
×' Secretary
RESOLUTION NO. 84 - 1 -4-