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<br /> COPY v
<br /> Indenture, dated as of June 1 2012 (the "Second Supplemental Indenture"), by and between the
<br /> Board of Port Commissioners of the Port and the Trustee;
<br /> WHEREAS, the Board of Port Commissioners has prepaid its obligations under the
<br /> DBW Contract;
<br /> WHEREAS, the Board of Port Commissioners of the Port, after due investigation and
<br /> deliberation, has determined that it is in the interests of the Port at this time to provide for the
<br /> issuance of its Refunding Revenue Bonds, Series 2015 (the "2015 Bonds") for the purpose of
<br /> refunding the 1999 Bonds, funding a debt service reserve account for the 2015 Bonds, and
<br /> paying certain expenses related to issuing the 2015 Bonds;
<br /> WHEREAS, the debt service on the 1999 Bonds and the 2012 Bonds are payable from
<br /> "Net Revenuesn of the "Enterprise," as those terms are defined in the Master Indenture;
<br /> WHEREAS, the Board�of Port Commissioners deems it in the best interests of the Port
<br /> to adopt this Resolution (the "Resolution") in order to provide for the issuance of the 2015
<br /> Bonds, to authorize the execution and delivery of a Third Supplemental Indenture, dated as of
<br /> May 1, 2015 (the "Third Supplemental Indenture"), by and between the Board of Port
<br /> Commissioners of the Port and the Trustee, to provide for the sale of the 2015 Bonds pursuant
<br /> to a Bond Purchase Agreement, to be dated the date of the sale of the 2015 Bonds (the "Bond
<br /> Purchase AgreemenY'), by and befinreen the Board of Port Commissioners of the Port and
<br /> Raymond James & Associates, Inc., as underwriter of the 2015 Bonds (the "Underwrite�"), to
<br /> provide for the execution and delivery of an Escrow Deposit and Trust Agreement, dated as of
<br /> May 1, 2015 (the "Escrow Agreement"), by and between the Board of Port Commissioners of
<br /> the Port and the Trustee, to approve a preliminary Official Statement and the distribution of the
<br /> preliminary Official Statement and a final Official Statement and to provide for certain related
<br /> matters;
<br /> WHEREAS, the 2015 Bonds will be secured by and payable from Net Revenues on a
<br /> parity basis with the 2012 Bonds; and
<br /> WHEREAS, the Port previously adopted its Resolution No. 2262, pursuant to which it
<br /> appointed Jones Hall, A Professional Law Corporation, as Bond Counsel to the Port, William
<br /> Euphrat Municipal Finance, Inc., as the Port's MSRB-registered Municipal Advisor, Quint &
<br /> Thimmig, LLP, as Disclosure Counsel to the Port, and Raymond James & Associates, Inc., as
<br /> Underwriter for the 2015 Bonds;
<br /> NOW, THEREFORE:
<br /> BE IT RESOLVED BY THE BOARD OF PORT COMMISSIONERS OF THE
<br /> CITY OF REDWOOD CITY AS FOLLOWS:
<br /> Section 1. Recitals. The above recitals are true and correct.
<br /> Section 2. Issuance of the 2015 Bonds. The issuance of the 2015 Bonds on the terms
<br /> and conditions set forth in, and subject to the limitations specified in the Master Indenture and
<br /> the Third Supplemental Indenture, is hereby authorized and approved, The 2015 Bonds will be
<br /> dated, will bear interest at the rates, will mature on the dates, will be issued in the form and in
<br /> the number of series, will be subject to redemption, and will be as otherwise provided in the
<br /> Master Indenture and the Third Supplemental Indenture as the same are completed as provided
<br /> 2 Resolution No. P- 226� ca��ea
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