2002-02 Amendment Agreement
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15046-02
JH:WHM:ams
11/2/01
RESOLUTION NO. 2002-02
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ENCINITAS
RANCH GOLF AUTHORITY APPROVING AMENDMENT TO INDENTURE OF
TRUST AND AMENDMENT TO GOLF COURSE CONSULTING AND
MANAGEMENT AGREEMENT
WHEREAS, the City of Encinitas (the "City") and the San Dieguito Water
District created Encinitas Ranch Golf Authority (the "Authority") pursuant to that
certain Joint Exercise of Powers Agreement dated as of April 19, 1995 (the "JPA
Agreement"), for the purpose of financing the acquisition of certain real property
and the construction of a golf course to be located in the City (the "Golf Course");
and
WHEREAS, the Authority issued its Encinitas Ranch Golf Authority Revenue
Bonds, 1996 Series A (Encinitas Ranch Golf Course Project) (the "1996 Bonds")
under the Bond Law and an Indenture of Trust, dated as of September 1, 1996,
between the Authority and the Escrow Bank, as trustee (the "1996 Indenture") to
finance the construction of the Golf Course; and
WHEREAS, the Authority entered into a Golf Course Consulting and
Management Agreement with CJ Resorts, Inc., dated as of September 1, 1996
(the "Management Agreement"); and
WHEREAS, the Board of Directors of the Authority (the "Board of
Directors") has determined to amend certain provisions of the 1996 Indenture
and the Management Agreement; and
WHEREAS, the Board of Directors has duly considered such transactions
and wishes at this time to authorize the issuance and sale of the Bonds and the
documents and actions relating thereto;
NOW, THEREFORE, be it RESOLVED, DETERMINED and ORDERED by the
Board of Directors of the Encinitas Ranch Golf Authority as follows:
SECTION 1. The Board of Directors hereby authorizes the amendment of
the 1996 Indenture, pursuant to and in accordance with the terms and provisions
of the Amendment to Indenture of Trust, in substantially the form on file with the
Secretary, together with any changes therein or additions thereto deemed
advisable by the Authorized Officer. The Board hereby authorizes and directs the
Authorized Officer to execute, and the Secretary to attest and affix the seal of the
Authority to, said form of the Amendment to Indenture of Trust for and in the
name of the Authority.
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SECTION 2. The Board hereby approves the amendments to the
Management Agreement, pursuant to and in accordance with the terms and
provisions of the Second Amendment to Golf Course Consulting and Management
Agreement, in substantially the form on file with the Secretary, together with any
changes therein or additions thereto deemed advisable by the Authorized Officer.
The Board hereby authorizes and directs the Authorized Officer to execute, and
the Secretary to attest and affix the seal of the Authority to, said form of the
Amendment to Golf Course Consulting and Management Agreement for and in the
name of the Authority.
SECTION 3. This Resolution shall take effect from and after the date of its
passage and adoption.
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APPROVED AND ADOPTED this L day of November 2001.
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Chairperson
Attest:
J\C1~~, C~~-
Secretary
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STATE OF CALIFORNIA
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COUNTY OF SAN DIEGO
1,'l-)\y'n¡b(1--'{'\)('!ììE§ecretary of the Encinitas Ranch Golf Authority, do
hereby certify that the foregoing Resolution, being Resolution No. .,,' )/, ~/~¡ was
duly adopted by the Board of Directors of the Encinitas R~;¡nch Golf Authority at a
regular meeting of the Board of Directors held on l'.f'!' " 2001, and thereafter
was duly signed by the Chairperson of the Encinitas Ranch Golf Authority.
¡S;:L.L ~,L~ LlLe ,"-, ~JV-téY~
Secretary
(SEAL)
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