EXHIBIT 4.5
EXECUTION COPY
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FIRST SUPPLEMENTAL AGREEMENT OF TRUST
by and among
California Infrastructure and Economic Development Bank,
as Originator,
Bankers Trust (Delaware),
as Delaware Trustee,
and
Bankers Trust Company of California, N.A.
as Certificate Trustee
Dated as of December 8, 1997
(Supplemental to the Amended and Restated Declaration and
Agreement of Trust
dated as of December 8, 1997)
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TABLE OF CONTENTS
Page
ARTICLE XII
INITIAL ISSUANCE OF CERTIFICATES
Section 12.01. Definitions................................................ 2
Section 12.02. Authorization of Certificates, Classes A-1 through A-8..... 2
Section 12.03. Terms of Certificates Subject to Trust Agreement........... 3
Section 12.04. Execution in Counterparts.................................. 3
i
First Supplemental Agreement of Trust
(Supplemental to the Amended and Restated Declaration and
Agreement of Trust dated as of December 8, 1997)
Authorizing the Issuance of
$2,901,000,000 Aggregate Principal Amount of
Rate Reduction Certificates, Classes A-1 through A-8
--------------------------------------------
The First Supplemental Agreement of Trust, dated as of December 8,
1997 (the "First Supplemental Trust Agreement"), is by and among Bankers Trust
(Delaware), as Delaware Trustee, Bankers Trust Company of California, N.A., as
Certificate Trustee, and the California Infrastructure and Economic Development
Bank, as Originator;
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Delaware Trustee and the Originator entered into a
Declaration and Agreement of Trust, dated as of November 7, 1997 (the
"Declaration and Agreement of Trust"), creating the California Infrastructure
and Economic Development Bank Special Purpose Trust PG&E-1, a not-for-profit
business trust organized under the laws of the State of Delaware (the "Trust");
and
WHEREAS, pursuant to Section 1(c) of the Declaration and Agreement of
Trust, the Delaware Trustee, the Originator and the Certificate Trustee entered
into an Amended and Restated Declaration and Agreement of Trust, dated as of
December 8, 1997 (the "Trust Agreement") in order to provide for the operation
of the Trust and the issuance of rate reduction certificates (the
"Certificates"); and
WHEREAS, pursuant to Section 8.01 of the Trust Agreement, the
Originator may, and the Certificate Trustee and the Delaware Trustee shall, at
any time from time to time enter into one or more agreements supplemental to the
Trust Agreement to provide for the issuance of the Certificates of any Class or
Series; and
WHEREAS, in order to finance the purchase of the Notes, consisting of
Classes A-1 through A-8 from the Note Issuer, the Trust shall issue, pursuant to
this First Supplemental Trust Agreement, Rate Reduction Certificates consisting
of Classes A-1 through A-8; and
WHEREAS, the Originator desires to establish the terms and conditions
for the issuance of such Certificates;
NOW THEREFORE, in consideration of the mutual agreements contained
herein and of other good and valuable consideration, the receipt and adequacy of
which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE XII
INITIAL ISSUANCE OF CERTIFICATES
Section 12.01. Definitions. The terms defined in this Section shall,
-----------
for all purposes of this First Supplemental Trust Agreement and of any
certificate, opinion or other document herein mentioned, have the meanings
herein specified, to be equally applicable to both the singular and plural forms
of any of the terms herein defined. Terms defined in Section 1.01 of the Trust
Agreement not otherwise defined herein shall have the meanings specified
therein.
"First Supplement" means the First Supplemental Agreement of Trust dated
as of December 8, 1997.
"Interest Rate" shall have the meaning assigned in Section 12.02 hereof.
"Minimum Denomination" means $1,000, and integral multiples thereof.
"Payment Dates" means March 25, June 25, September 25 and December 26 of
each year or, if such date is not a Business Day, the immediately succeeding
Business Day, commencing on March 25, 1998.
Section 12.02. Authorization of Certificates, Classes A-1 through A-8.
------------------------------------------------------
The issuance by the Trust of the Certificates consisting of the Class A-1
Certificates, the Class A-2 Certificates, the Class A-3 Certificates, the Class
A-4 Certificates, the Class A-5 Certificates, the Class A-6 Certificates, the
Class A-7 Certificates and the Class A-8 Certificates is hereby authorized, each
such Class to be in an aggregate amount equal to the corresponding Class of
Notes as set forth in the Note Purchase Agreement. Each such Class of
Certificates shall be denominated as "California Infrastructure and Economic
Development Bank Special Purpose Trust PG&E-1 Class [_] Rate Reduction
Certificates" (the "Fixed Rate Certificates") and shall be substantially in the
form as provided in Section 3.01 and Exhibit A to the Trust Agreement.
For each Class of Certificates authorized to be issued hereby, there
is hereby created, pursuant to Section 4.01 of the Trust Agreement, an
individual account denominated as "Class [_] Certificate Account" (each, a
"Certificate Account"). Deposits into and distributions from each Certificate
Account shall be made as provided in Article IV of the Trust Agreement.
2
Set forth below for each class of Certificates are the Scheduled Final
Distribution Date and the Termination Date as well as the Interest Rate payable
with respect to each such Class of Certificates:
Initial
Principal Scheduled Final Interest
Class Amount Distribution Date Termination Date Rate
----- ------ ----------------- ---------------- ----
A-1 $125,000,000 September 25, 1998 September 25, 2000 5.94%
A-2 265,000,000 June 25, 1999 June 25, 2001 6.01
A-3 280,000,000 June 25, 2000 June 25, 2002 6.15
A-4 300,000,000 June 25, 2001 June 25, 2003 6.16
A-5 290,000,000 June 25, 2002 June 25, 2004 6.25
A-6 375,000,000 September 25, 2003 September 25, 2005 6.32
A-7 866,000,000 September 25, 2006 September 25, 2008 6.42
A-8 400,000,000 December 26, 2007 December 26, 2009 6.48
Section 12.03. Terms of Certificates Subject to Trust Agreement. Except
------------------------------------------------
as expressly provided in this First Supplemental Trust Agreement, every term and
condition contained in the Trust Agreement shall apply to this First
Supplemental Trust Agreement and to the Certificates with the same force and
effect as if the same were herein set forth in full, with such omissions,
variations and modifications thereof as may be appropriate to make the same
conform to this First Supplemental Trust Agreement.
This First Supplemental Trust Agreement and all the terms and provisions
contained herein shall form part of the Trust Agreement and shall have the same
force and effect as if set forth in the Trust Agreement. The Trust Agreement is
hereby ratified and confirmed and shall continue in full force and effect in
accordance with the terms and provisions thereof, as supplemented and amended
hereby.
Section 12.04. Execution in Counterparts. This First Supplemental
--------------------------
Trust Agreement may be executed in several counterparts, each of which shall be
deemed an original and all of which shall constitute but one and the same
instrument.
3
IN WITNESS WHEREOF, the Originator, the Delaware Trustee and the
Certificate Trustee have caused this First Supplemental Trust Agreement to be
duly executed by duly authorized officers, all as of the day and year first
above written.
CALIFORNIA INFRASTRUCTURE AND
ECONOMIC DEVELOPMENT BANK,
as Originator
By:
--------------------------------
Name:
Title:
BANKER TRUST (DELAWARE),
as Delaware Trustee
By: /s/ Xxxxx X. Xxxxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxxxx
Title: President
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.
as Certificate Trustee
By:
--------------------------------
Name:
Title:
4
IN WITNESS WHEREOF, the Originator, the Delaware Trustee and the
Certificate Trustee have caused this First Supplemental Trust Agreement to be
duly executed by duly authorized officers, all as of the day and year first
above written.
CALIFORNIA INFRASTRUCTURE AND
ECONOMIC DEVELOPMENT BANK,
as Originator
By: /s/ Xxxxxxxxxxx X. Xxxxxx
--------------------------------
Name: Xxxxxxxxxxx X. Xxxxxx
Title: Chair
BANKER TRUST (DELAWARE),
as Delaware Trustee
By:
--------------------------------
Name:
Title:
BANKERS TRUST COMPANY OF
CALIFORNIA, N.A.
as Certificate Trustee
By: /s/ Xxxxx X. Xxxxxxx
--------------------------------
Name: Xxxxx X. Xxxxxxx
Title: Vice President
S-1
