Agmt15 Raymond James and Assoc. Port of RWC sale of refunding bonds

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MASTER INDENTURE This MASTER INDENTURE is made and entered into as of Apri1 1. 1999 (as further defined herein, the "lndenture"). by and betwcen the BOARD OF PORT COMMISSIONERS OF TH� POR'f DEPARTMENT OF THE C1TY OF RLDWOOD CITY, a duly constituted agency (as further defined herein, the "Port"), and U.S. BANK TRUST NATIONAL ASSOCIAT(ON, a national banking association duly organized and existinb under and by virtue of the laws of the United States of America,as Trustee(as further defined herein,the"7'rustee"); WITNESSGTH: WHEREAS, the Board of Port Commissioners of the Pon Depanment ot the City of Redwood City is a duly constituted agency of the City and has exclusive control, mana�ement, supervision and jurisdiction of the Port of Redwood City, the Port Department of the City oP Redwood City and the Port Area of the City of Redwood City� and is thc governing body of said Port, all as provided for and defined in Sections 47 throu6h SO(b)of the Chaner of the City, and is suthorized by said charter to acquire, construct, improve. finance and refinance by the issuance of revenue bonds any facility or improvement.as defined in the Charter;and WFIEREAS, said charter incorporates all but the election requirements of'the Government ' Code Section 54300 et seq. of the State of California to establish the procedures to issue bonds for the purposes of financing and reiinancin� the acquisition and construction of public capital improvements to the Port enterprise(as further defined herein,the "Enterprise"); WHGREAS, the Port has determined to issue its Revenue Bonds (as funher defined herein, the "E3onds")to finance a»d refinance the costs of the acquisition,eonstr►�ction and improvement of additions, betterments, extensions or improvements to the Enterprise includin� for purposes of environmental remediation pursuant hereto and to secure the Bonds in the manner provided herein; and WHEREAS, the Port hereby determines that all things necessary to cause the Bonds, when duty suthenticated by the Trustee and issued as provided herein, to be legally vs►lid special obligations of the Por1, enforceable in eccordance with thcir terms,and to constitute the lndenture a valid agree�ncnt for the uses and purposes herein set forth in accordance with its terms, have been done and taken, and the execution and delivery hereof and the execution and issuance of the Bonds, subject to the terms hereof,have in all respects been duly suthorized; NOW THCREFORE, THIS INDENTURE WITNESSETN, that in order to secure the payment of the interest on and principal of snd redemption premiums, if any, on all Bonds at any time issued and delivered hereunder according to their tenor, and to secure the observance and performance of a!I the agreements,conditions,covenants and terms therein and herein set forth.and to declare the conditions and terms upon and subject to which the Bonds are to be issued, and in consideration of the premises and of the mutual agreemcnts and covenants herein contAined and of the purchase and acceptance of the Bonds by the respective re�istered owners thereof from time to tiitie, and for other valuable consideration, the receipt of which is hereby acknowlcdged, the Po�t does hereby agree and covenant with the'I'rustee, for the benefit of the respective re�istered owners from time to time of the Bonds�as follows: 12094.9�22971.0005 1