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HomeMy WebLinkAbout1986-269 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 ~ 23 24 25 26 27 28 RESOLUTION NO.86-'269 RESOLUTION OF THE CITY OF SAN BERNARDINO RELATING TO ITS $3,200,000 CITY OF SAN BERNARDINO FLOATING/FIXED RATE DEMAND REVENUE BONDS (INLAND VILLAGE PROJECT) SERIES 1984. BE IT RESOLVED BY THE MAYOR AND COMMON COUNCIL OF THE CITY OF SAN BERNARDINO AS FOLLOWS: WHEREAS, pursuant to an Indenture of Trust, dated as of December 1, 1984 (the "Trust Indenture"), by and between the Cit of San Bernardino (the "Issuer") and First Interstate Bank of California (the RTrustee"), the Issuer has issued its $3,200,000 Floating/Fixed Rate Demand Revenue Bonds (the "Bonds"); WHEREAS, pursuant to a Loan Agreement, dated as of December 1, 1984, (the "Loan Agreement"), by and between the Issuer and SIMA Partnership Number One (the RCompany"), the proceeds of the Bonds were loaned to the Company; and WHEREAS, there have been presented at this meeting copies 0 a Supplemental Indenture No.1, dated as of April 1, 1986 (the "Supplemental Indenture") by and between the Issuer and the Trustee and a Supplemental Loan Agreement No.1, dated as of May 1, 1986 (the "Supplemental Loan Agreement") by and between the Issuer and the Company; NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: SECTION 1. The forms, terms and provisions of the Supplemental Indenture and the Supplemental Loan Agreement are hereby approved in all respects and the due execution and delivery by the Ci~y of San Bernardino of the Supplemental Indenture and the Supplemental Loan Agreement are hereby authorized. 1 2 3 4 5 6 7 8 9 10 1] 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 SECTION 2. This resolution shall take effect immediately upon its passage. I HEREBY CERTIFY that the foregoing resolution was duly adopted by the Mayor and Common Council of the City of San Bernardino at a reaular meeting thereof, held on the 7th Julv , 1986, by the following vote, t day of wit: AYES: Council Members Strickler NAYS: None ABSENT: Council Member City Clerk The foregoing resolution s hereby approved this /tJ-cL da of July , 1986. Approved as to form: #~;tj/J~ City Attorney 2 , . SUPPLEMENTAL LOAN AGREEMENT NO. 1 Dated as of May 1, 1986 Amending the Loan Agreement Dated as of December 1, 1984 CITY OF SAN BERNARDINO As Issuer and SIMA PARTNERSHIP NUMBER ONE $3,200,000 CITY OF SAN BERNARDINO FLOATING/FIXED RATE DEMAND REVENUE BONDS SERIES 1984 (Inland Village Project) THIS SUPPLEMENTAL LOAN AGREEMENT NO.1, dated for convenience of reference as of May 1, 1986, by and between the City of San Bernardino (the "Issuer") and SIMA Partnership Number One (the "Company"), WIT N E SSE T H: ..;; WHEREAS, pursuant to an Indenture of Trust, dated as of December 1, 1984 (the "Indenture"), by and between the Issuer and First Interstate Bank of California (the "Trustee"), the Issuer has issued its Floating/Fixed Rate Demand Revenue Bonds, Series 1984 (Inland Village Project) (the "Bonds"), the proceeds of which were loaned to SIMA Partnership Number One; WHEREAS, in order to support the payment of principal and interest on the Bonds, Bank of America National Trust and Savings Association ("Bank of America") issued its irrevocable letter of credit in favor of the Trustee for the holders of the Bonds; WHEREAS, pursuant to an Amended and Restated Credit Agreement., dated as of April 1, 1986 (the "Credit Agreement"), by and among the Company, Bank of America and The Mitsubishi Trust and Banking Corporation ("Mi tsubishi" ), Mi tsubishi has agreed to issue its irrevocable letter of credit (the "Alternate Letter of Credit") in substitution for the letter of credit issued by Bank of America; NOW THEREFORE, the Issuer and the Company agree to amend the Loan Agreement as follows: Section 5.2(B) of the Loan Agreement, which now reads as follows: (B) At any time prior to the expiration of the Letter of Credit, the Company may, at its option, provide for the delivery to the Trustee of an extension to the Letter of Credit, an Alternate Letter of Credit or Alternate Credit Facility. Such Alternate Letter of Credit shall be an irrevocable letter of credit, other than the Letter of Credit issued by the Bank and delivered to the Trustee concurrently with the original issuance of the Series 1984 Bonds, issued by a commercial bank, the terms of which shall in all material respects be the same as the Letter of Credit. On or prior to the date of the delivery of such Alternate Letter of Credit to the Trustee, the Company shall furnish to the Trustee and the Issuer (1) an opinion of Bond Counsel stating that the delivery of such Alternate Letter of Credit or Alternate Credit Facility to the Trustee is authorized under this Loan Agreement and the Indenture and complies with the terms hereof and (2) written evidence from the Standard & Poor's, if the Series 1984 Bonds are rated by Standard & Poor's, to the effect that Standard & Poor's has reviewed the proposed Alternate Letter of Credit or Alternate Credit Facility and that the substitution of the proposed Alternate Letter of Credit or Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction of its ratings of the Series 1984 Bonds from those which then prevail. Prior to the Conversion Date, if an Alternate Credit Facility is to be delivered, a Liquidity Facility shall also be delivered. is hereby amended so that hereafter such paragraph shall read as follows: (B) At any time prior to the expiration of the Letter of Credit, the Company may, at its option, provide for the delivery to the Trustee of an extension to the Letter of Credit, an Alternate Letter of Credit or Alternate Credit Facility. Such Alternate Letter of Credit shall be an irrevocable letter of credit, other than the Letter of Credit issued by the Bank and delivered to the Trustee concurrently with the original issuance of the Series 1984 Bonds, issued by a commercial bank, rated by Moody's and Standard and Poor's with the same rat~n as that ~ven to the Letter o Cred~t, the terms of wh~ch sha 1 in all mater~al respects be the same as the Letter of Credit. On or prior to the date of the delivery of such Alternate Letter of Credit to the Trustee, the Company shall furnish to the Trustee and the Issuer (1) an opinion of Bond Counsel stating that the delivery of such Alternate Letter of Credit or Alternate Credit Facility to the Trustee is authorized under this Loan Agreement and the Indenture and complies with the terms hereof and (2) written evidence from Standard & Poor's, if the Series 1984 Bonds are rated by Standard & Poor's, to the effect that Standard & Poor's has reviewed the proposed Alternate Letter of Credit or Alternate Credit Facility and that the substitution of the proposed Alternate Letter of Credit or Alternate Credit Facility for the Letter of Credit will not, by itself, result in a reduction of its ratings of the Series 1984 Bonds from those which then prevail. Prior to the Conversion -2- Date, if an Alternate Credit Facility is to be delivered, a Liquidity Facility shall also be delivered. IN WITNESS ~~EREOF, the parties hereto have caused this Supplemental Loan Agreement No. 1 to be duly executed as of the day and year first above written. CITY OF SAN BERNARDINO Attest: By City Clerk (Mayor) Approved as to form: SIMA PARTNERSHIP NUMBER ONE ~.Bdf1:{.~.l?' By (title) APPROVED: FIRST INTERSTATE BANK OF CALIFORNIA By (tl.tle) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By . {~~ (title) THE MITSUBISHI TRUST AND BANKING CORPORATION By (title) -3- SUPPLEMENTAL INDENTURE NO. 1 Dated as of April 1, 1986 Amending the Indenture of Trust Dated as of December 1, 1984 CITY OF SAN BERNARDINO As Issuer and FIRST INTERSTATE BANK OF CALIFORNIA as Trustee and BANKAMERICA TRUST COMPANY OF NEW YORK as Paying Agent/Registrar $3,200,000 CITY OF SAN BERNARDINO FLOATING/FIXED RATE DEMAND REVENUE BONDS SERIES 1984 (Inland Village project) THIS SUPPLEMENTAL INDENTURE NO.1, dated for conven- ience of reference as of April 1, 1986, by and among the City of San Bernardino (the "Issuer"), First Interstate Bank of California (the "Trustee") and BankAmerica Trust Company of New York (the "Paying Agent/Registrar"), WIT N E SSE T H: ..-e~".?JI! ' ---------- ...""- ;'lS~.~~c., ~.~.. ....,.. . _.., ~,.:-~. WHEREAS, pursuant to an Indenture of Trust, dated as of December 1, 1984 (the "Indenture"), by and between the Issuer, the Trustee and the Paying Agent/Registrar, the Issuer has issued its Floating/Fixed Rate Demand Revenue Bonds, Series 1984 (Inland Village Project) (the "Bonds"), the proceeds of which were loaned to SIMA Partnership Number One; WHEREAS, in order to support the payment of principal and interest on the Bonds, Bank of America National Trust and Savings Association ("Bank of America") issued its irrevocable letter of credit in favor of the Trustee for the holders of the Bonds; WHEREAS, pursuant to an Amended and Restated Credit Agreement, dated as of April 1, 1986 (the "Credit Agreement"), by and among SIMA Partnership Number One, Bank of America and The Sumitomo Bank, Limited, San Francisco Agency ("Sumitomo"), Sumitomo has agreed to issue its irrevocable letter of credit (the "Alternate Letter of Credit") in substitution for the letter of credit issued by Bank of America; NOW THEREFORE, the Issuer, the Trustee and the Paying Agent/Registrar agree to amend the Indenture as follows: Paragraph (A) (1) of the definition of "Available Moneys," as stated in Section 1.01 of the Indenture, which now reads as follows: (1) moneys which have been paid to the Trustee by the Company and have been on depos- it with the Trustee for at least 123 days dur- ing which no Event of Bankruptcy shall have occurred, and the proceeds from the investment of such moneys once such moneys become Avail- able Moneys, is hereby amended so that hereafter such paragraph shall read as follows: (1) moneys which have been paid to the Trustee by the Company and have been on depos- it with the Trustee for at least 123 days durina which and prior to which no Event of Bankruptcy shall have occurred, and the pro- ceeds from the investment of such moneys once such moneys become Available Moneys,". Paragraph (A)(3) of the definition of "Available Moneys," as stated in Section 1.01 of the Indenture, which now reads as follows: (3) moneys transferred from the Con- struction Fund which were either (a) transfer- red to the Bond Fund and held in a separate and segregated account or accounts or sub- account or sub-accounts (in which no other moneys were at any time held) in the Bond Fund until at least 123 days after (i) the comple- tion of the Project Facilities and in payment of all costs and expenses incident thereto and to the issuance of the Bonds, and (ii) the Company shall have ceased to have any right to use or to direct the use or application of such moneys (and the matters referred to in such items (i) and (ii) shall be evidenced by a certificate filed by the Company with the Trustee to that effect), during which 123 days no Event of Bankruptcy shall have occurred, or (b) held in separate and segregated account or accounts or sub-account or sub-accounts apart from the Construction fund and in which no other moneys were at any time held for at least 123 days during which no Event of Bank- ruptcy shall have occurred, and the proceeds from the investment of such moneys once such moneys have become Available Moneys, is hereby amended so that hereafter such paragraph shall read as follows: (3) moneys transferred from the Con- struction Fund which were either (a) transfer- red to the Bond Fund and held in a separate and segregated account or accounts or sub- account or sub-accounts (in which no other moneys were at any time held) in the Bond Fund until at least 123 days after (i) the comple- tion of the project Facilities and in payment of all costs and expenses incident thereto and -2- to the issuance of the Bonds, and (ii) the Company shall have ceased to have any right to use or to direct the use or application of such moneys (and the matters referred to in such items (i) and (ii) shall be evidenced by a certificate filed by the Company with the Trustee to that effect), durinq and prior to which 123 days no Event of Bankruptcy shall have occurred, or (b) held in separate and segregated account or accounts or sub-account or sub-accounts apart from the Construction fund and in which no other moneys were at any time held for at least 123 days during which no Event of Bankruptcy shall have occurred, and the proceeds from the investment of such moneys once such moneys have become Available Moneys,". "Event of Bankruptcy", as defined in Section 1.01 of the Indenture, which now reads as follows: "Event of Bankruptcy" means a petition by or against the Company under any bankruptcy act or under any similar act which may be hereafter enacted which shall have been filed (other than bankruptcy proceedings instituted by the Company against third parties) unless such petition shall have been dismissed and such dismissal shall be final and not subject to appeal. is hereby amended so that hereafter such paragraph shall read as follows: "Event of Bankruptcy" means a petition by or against the Company or anv Partners under any bankruptcy act or under any similar act which may be hereafter enacted which shall have been filed (other than bankruptcy pro- ceedings instituted by the Company against third parties) unless such petition shall have been dismissed and such dismissal shall be final and not subject to appeal." "Liquidity Facility", as defined in Section 1.01 of the Indenture, which now reads as follows: "Liquidity Facility" means an instrument such as an irrevocable letter of credit, a committed line of credit or a standby bond -3- purchase agreement, issued by a financial in- stitution, which provides for payment of the purchase price of plus accrued interest on the Series 1984 Bonds delivered to the Remarketing Agent in care of the Paying Agent/Registrar or the Paying Agent/Registrar pursuant to Section 4.01 of this Indenture. In the event of deli- very of a Liquidity Facility pursuant to Sec- tion 5.2 of the Loan Agreement, references to the Letter of Credit in connection with the payment of the purchase price of Series 1984 Bonds shall include reference to the Liquidity Facilty, and references to the Bank in such context shall include reference to ehe issuer of the Liquidity Facility. In the event of delivery of a Liquidity Facility, an Alternate Credit Facility shall also be delivered and together the Liquidity Facility and the Alter- nate Credit Facility must be rated by Standard and Poor's in the same rating category as the Letter of Credit they replace. is hereby amended so that hereafter such paragraph shall read as follows: "Liquidity Facility" means an instrument such as an irrevocable letter of credit, a committed line of credit or a standby bond purchase agreement, issued by a financial 1n- stitution, which provides for payment of the purchase price of plus accrued interest on the Series 1984 Bonds delivered to the Remarketing Agent in care of the Paying Agent/Registrar or the Paying Agent/Registrar pursuant to Section 4.01 of this Indenture. In the event of deli- very of a Liquidity Facility pursuant to Sec- tion 5.2 of the Loan Agreement, references to the Letter of Credit in connection with the payment of the purchase price of Series 1984 Bonds shall include reference to the Liquidity Facil ty, and references to the Bank in such context shall include reference to the issuer of the Liquidity Facility. In the event of delivery of a Liquidity Facility, an Alternate Credit Facility shall also be delivered and together the Liquidity Facility and the Alter- nate Credit Facility must be rated by Standard and Poor' s and Moodv' s at the same rating as the Letter of Credit they replace." -4- The following definition is hereby added to Section 1.01 of the Indenture: "Purchase Price" means the principal I amount of the Bond plus accrued interest to the purchase date." Section 4.08 (B) of the Indenture, which reads as follows: (B) The Series 1984 Bonds shall be sub- ject to mandatory redemption by the Issuer on the Interest Payment Date next preceding the Expiration Date of the Letter of Credit. Not- withstanding the foregoing, there shall not be so redeemed (1) Series 1984 Bonds delivered to the Paying Agent/Registrar or the Remarketing Agent in care of the Paying Agent/Registrar pursuant to Section 4.01 hereof for purchase, on such Interest Payment Date. (2) Series 1984 Bonds or integral multiples of the Authorized Denomination thereof with respect to which the Trustee shall have received written directions not to so redeem the same from the OWners thereof in accordance with Section 4.10 here- of. (3) Series 1984 Bonds purchased or deemed to have been purchased pursuant to Section 4.11 hereof. (4) Series 1984 Bonds issued in exchange for or upon the registration of transfer of Bonds or integral multiples of the Authorized Denomination thereof referred to in the preceding clauses (1) through (3). (5) Series 1984 Bonds purchased or deemed to have been purchased pursuant to Section 4.11 here- of. and (6) Series 1984 Bonds issued in ex- change for or upon the registration of trans- fer of Bonds or integral multiples of the Authorized Denomination thereof referred to in the preceding clauses (1) and (3). In the event that the Interest Rate borne by the Bonds is to be converted to a Fixed Interest Rate pursuant to Section 2.02 (C) hereof, which Fixed Interest Rate is to be effective on the Interest Payment Date next preceding the Expiration Date on the Letter of Credit, redemption on such Interest Payment Date shall occur pursuant to Section 4.08 (A) above and not pursuant to this paragraph (B). -5- is hereby amended so that hereafter Section 4.08 (B) of the Indenture shall read as follows: (B) The Series 1984 Bonds shall be sub- ject to mandatory redemption by the Issuer on the Interest Payment Date next preceding the Expiration Date of the Letter of Credit. Not- withstanding the foregoing, there shall not be so redeemed (1) Series 1984 Bonds delivered to the Paying Agent/Registrar or the Remarketing Agent in care of the Paying Agent/Registrar pursuant to Section 4.01 hereof for purchase, on such Interest Payment Date; (2) Series 1984 Bonds or integral multiples of the Authorized Denomination thereof with respect to which the Trustee shall have received written directions not to so redeem the same from the OWners thereof in accordance with Section 4.10 here- of; (3) Series 1984 Bonds purchased or deemed to have been purchased pursuant to Section 4.11 hereof; and^(..!) Series 1984 Bonds issued in exchange for or upon the registration of transfer of Bonds or integral multiples of the Authorized Denomination thereof referred to in the preceding clauses (1) and (3). In the event that the Interest Rate borne by the Bonds is to be converted to a Fixed Interest Rate pursuant to Section 2.02 ~C) hereof, which Fixed Interest Rate is to be effective on the Interest Payment Date next preceding the Expiration Date on the Letter of Credit, redemption on such Interest Payment Date shall occur pursuant to Section 4.08 (A) above and not pursuant to this paragraph (B)." Section 4.11 (A) of the Indenture, which reads as follows: (A) In the event that Series 1984 Bonds are to be redeemed pursuant to Section 4.08 hereof, the Company shall have the right to direct the paying Agent/Registrar to purchase, or cause to be purchased, Series 1984 Bonds in an aggregate principal amount specified in a written direction delivered to the Paying Agent/Registrar on or before the Interest Pay- ment Date on which such Bonds are to be re- deemed, as the case may be, such Series 1984 Bonds to be purchased at the Purchase Price. -6- Moneys for the payment of the Purchase shall be derived solely from moneys under the Letter of Credit. Price drawn is hereby amended so that hereafter Section 4.11 (A) of the Indenture shall read as follows: (A) In the event that Series 1984 Bonds are to be redeemed pursuant to Section 4.08 hereof, the Company shall have the right to direct the Paying Agent/Registrar to purchase, or cause to be purchased, Series 1984 Bonds in an aggregate principal amount specified in a written direction delivered to the Paying Agent/Registrar on the Business dav immediate- .lv Drecedinq the Interest Payment Date on which such Bonds are to be redeemed, as the case may be, such Series 1984 Bonds to be pur- chased at the Purchase Price. Moneys for the payment of the Purchase Price shall be derived solely from moneys drawn under the Letter of Credit. Any moneys set aside for use in ac- cordance with this Section which are invested shall be invested in Government Obligations maturing within 30 days." Section 6.08 (B) of the Indenture, which reads as follows: (B) If at any time there shall have been delivered to the Trustee (1) an amendment to the Letter of Credit, an Alternate Letter of Credit or an Alternate Credit Facility in sub- stitution for the Letter of Credit then in ef- fect, (2) an opinion of Bond Counsel stating that the deli very of such amendment to the Letter of Credit, an Alternate Letter of Cred- it or an Alternate Credit Facility to the Trustee is authorized under the Indenture and the Loan Agreement and complies with the terms of the Indenture and the Loan Agreement and (3) written evidence from Standard and Poor's to the effect that such Rating Agency has re- viewed the proposed Alternate Letter of Credit or an Alternate Credit Facility and that the substitution of the proposed Alternate Letter of Credit or an Alternate Credit Facility for the Letter of Credit then in effect will not, by itself, result in a reduction of its rat- ings of the Bonds from those which prevail, -7- "~'..'"':. . ~~, ~~"- ~ ~, .;...;.-: ~, ~-- then the Trustee shall accept such amendment to the Letter of Credit, Alternate Letter of Credit or an Alternate Credit Facility and promptly surrender the Letter of Credit then in effect to the Bank which issued such Letter of Credit in accordance with its terms for cancellation. If at any time there shall cease to be any Bonds Outstanding hereunder, the Trustee shall promplty surrender the Letter of Credit then in effect to the Bank which issued such Letter of Credit in accord- anace with the terms thereof for cancellation. is hereby amended so that hereafter Section 6.08 (B) of the Indenture shall read as follow~ (B) If at any time there shall have been delivered to the Trustee (1) an amendment to the Letter of Credit, an Alternate Letter of Credit or an Alternate Credit Facility in sub- stitution for the Letter of Credit then in ef- fect, (2) an opinion of Bond Counsel stating that the delivery of such amendment to the Letter of Credit, an Alternate Letter of Cred- it or an Alternate Credit Facility to the Trustee is authorized under the Indenture and the Loan Agreement and complies with the terms of the Indenture and the Loan Agreement and (3) written evidence from Standard and Poor's and Moodv ' s to the effect that such Rating Agency has reviewed the proposed Alternate Letter of Credit or an Alternate Credit Facility and that the substitution of the pro- posed Alternate Letter of Credit or an Alter- nate Credit Facility for the Letter of Credit then in effect will not, by itself, result in a reduction of its ratings of the Bonds from those which prevail, then the Trustee shall accept such amendment to the Letter of Credit, Alternate Letter of Credit or an Alternate Credit Facility and promptly surrender the Letter of Credit then in effect to the Bank which issued such Letter of Credit in accord- ance with its terms for cancellation. If at any time there shall cease to be any Bonds Outstanding hereunder, the Trustee shall promptly surrender the Letter of Credit then in effect to the Bank which issued such Letter of Credit in accordance with the terms thereof for cancellation." -8- The first paragraph of Section 6.09 of the Indenture, which reads as follows: Bonds Not Presented for Payment. In the event any Bond shall not be presented for pay- ment when the principal thereof premium, if any or interest thereon becomes due, either at maturity or at the date fixed for redemption thereof or the acceleration of maturity if mo- neys sufficient to pay such Bonds are held by the paying Agent/Registrar, the Paying Agent/ Registrar shall segregate and hold such moneys in trust, without liability for interest thereon, for the benefit of owners of such Bonds who shall, except as provided in the following paragraph, thereafter be restricted exclusively to such fund or funds for the sa- tisfaction of any claim of whatever nature on their part under this Indenture or relating to said Bonds. is hereby amended so that hereafter the first paragraph of Section 6.09 of the Indenture shall read as follows: Bonds Not Presented for Payment. In the event any Bond shall not be presented for pay- ment when the principal thereof premium. if anv. Purchase Price or interest thereon be- comes due, either at maturity or at the date fixed for redemption thereof or the accelera- tion of maturity if moneys sufficient to pay such Bonds are held by the paying Agent/ Registrar, the Paying Agent/Registrar shall segregate and hold such moneys in trust, with- out liability for interest thereon, for the benefit of owners of such Bonds who shall, ex- cept as provided in the following paragraph, thereafter be restricted exclusively to such fund or funds for the satisfaction of any claim of whatever nature on their part under this Indenture or relating to said Bonds." The following paragraph is hereby added to Section 9.02 of the Indenture: In the event that principal and interest on the Bonds are declared immediately due and payable, interest on the Bonds shall cease to accrue as of the date of such declaration." -9- The following Section 14.07 is hereby added to the Indenture: Section 14.07. Notice to Moodys' Invest- ors Service. In the event that there is a substitution of the Trustee, the Letter of Credit expires or is otherwise terminated, the principal and interest on the Bonds has been paid, or there are any material changes in the Bond documents, notice will be given to Moody's at the following address: Moody's Investor's Service, Structured Transaction Group, 99 Church Street, Second Floor, New York, New York 10007. IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture No. 1 to be duly executed as of the day and year first above written. CITY OF SAN BERNARDINO ATTEST: By Mayor (htle) By C~ty Clerk FIRST INTERSTATE BANK OF CALIFORNIA Approved as to form: By BY~~~ .A.~ City Att ey (title) By (title ) BANKAMERICA TRUST COMPANY OF NEW YORK By t:J;.~~ ~; 777 CORPORATE TRUST OFFiCER (title) . -10- APPROVED: SIMA PARTNERSHIP NUMBER ONE By (title) BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION By (title) -11-