RESOLUTION NO. HD-1511

0 RESOLUTION NO. HD-1511 AN AMENDED AND RESTATED RESOLUTION OF THE BOARD OF HARBOR COMMISSIONERS OF THE CITY OF LONG BEACH, CALIFORNIA, AUTHORIZING THE ISSUANCE OF $79,200,000 HARBOR REFUNDING REVENUE BONDS OF SAID CITY AND PROVIDING THE TERMS AND CONDITIONS OF SAID BONDS (SECOND SUPPLEMENTAL RESOLUTION) G17111

Section TABLE OF CONTENTS agg SECTION 1.02. Definitions ARTICLE I AUTHORIZATION OF BONDS; DEFINITIONS. 2 SECTION 1.01. Second Supplemental Resolution; Determinations ARTICLE II THE SERIES 1991 BONDS 5 SECTION 2.01. Authorization 5 SECTION 2.02. Terms of the Series 1991 Bonds... 5 SECTION 2.03. Interest 6 SECTION 2.04. Place of Payment 6 SECTION 2.05. Redemption 6 SECTION 2.06. Form of Series 1991 Bond 7 SECTION 2.07. CUSIP Identification Numbers 7 SECTION 2.08. Book-Entry System 7 SECTION 2.09. Representation Letter 8 SECTION 2.10. Transfers Outside Book-Entry System 8 SECTION 2.11. Payments and Notices to the Nominee 9 SECTION 2.12. Initial Depository and Nominee... ARTICLE III SALE OF SERIES 1991 BONDS; APPLICATION; FUNDS; COVENANTS.... 9 SECTION 3.01. Application of the Proceeds of the Series 1991 Bonds 9 SECTION 3.02. Establishment and Application of Costs of Issuance Fund 10 2 2 9 21132000S.WPO

1 Section SECTION 3 SECTION 3 SECTION 3 SECTION 3 SECTION 3 SECTION 3.03. Establishment and Application of Escrow Funds.04. Establishment, Pledge, Funding and Application of 1991 Reserve Fund....5. Application of Harbor Bond Reserve Fund and Bond Service Fund...6. Establishment and Application of Excess Earnings Fund.7. Tax Covenants.8. Further Action ARTICLE IV Page 10 12 13 13 14 14 SECTION 4 SECTION 5 SECTION 5 SECTION 5 SECTION 5.01. Fiscal Agent FISCAL AGENT ARTICLE V MISCELLANEOUS.01. Series 1991 Bonds Subject to the Master Resolution.02. Severability of Invalid Provisions..03. Article and Section Headings and References; Interpretation.04. Governing Law SECTION 5.05. Effective Date of Resolution 15 15 15 15 15 16 16 16 EXHIBITS Exhibit A - Form of Series 1991 Bond A-1 Exhibit B - Form of Notice of Redemption of the the 1980 Bonds B-1 Exhibit C - Form of Order of Authentication C-1 21432000S.WPO ii

RESOLUTION NO. HD-1511 AN AMENDED AND RESTATED RESOLUTION OF THE BOARD OF HARBOR COMMISSIONERS OF THE CITY OF LONG BEACH, CALIFORNIA, AUTHORIZING THE ISSUANCE OF $79,200,000 HARBOR REFUNDING REVENUE BONDS OF SAID CITY AND PROVIDING THE TERMS AND CONDITIONS OF SAID BONDS (SECOND SUPPLEMENTAL RESOLUTION) WHEREAS, the City of Long Beach (the "City") is a City organized and existing under a Charter (the "Charter") duly and regularly adopted pursuant to the provisions of the Constitution and laws of the State of California; WHEREAS, pursuant to Article XII of the Charter, the City of Long Beach, acting by and through its Board of Harbor Commissioners (the "Board"), is authorized to issue, on behalf of the City, revenue bonds for harbor purposes; WHEREAS, pursuant to Resolution No. HD-1000 adopted by the Board on October 2, 1972 (the "1972 Resolution"), the Board has heretofore issued on behalf of the City, the City of Long Beach 1972 Harbor Revenue Refunding Bonds (the "1972 Bonds") which on the Delivery Date (as hereinafter defined) will be outstanding in the aggregate principal amount of $1,120,000, all of which will mature on May 15, 1991; WHEREAS, pursuant to Resolution No. HD-1182 adopted by the Board on September 2, 1980 (the "1980 Resolution"), the Board has heretofore issued on behalf of the City, the City of Long Beach 1980 Harbor Revenue Bonds (the "1980 Bonds") which on the Delivery Date will be outstanding in the aggregate principal amount of $81,100,000, of which $2,350,000 aggregate principal amount will mature on May 15, 1991 and of which $78,750,000 are first subject to optional redemption on May 15, 1991; WHEREAS, pursuant to Resolution No. HD-1475 adopted by the Board on November 8, 1989 (the "Master Resolution"), the Board has heretofore authorized the issuance of Harbor Revenue Bonds (the "Bonds") on behalf of the City by adoption of supplemental resolutions from time to time, with the payment of the principal of, interest on, and any redemption premiums thereon being secured by and payable solely from the Revenues (as defined in the Master Resolution) of the Port (as defined in the Master Resolution); 2M32000S.WPO 1

WHEREAS, the public interest and necessity require the Board to proceed under the Master Resolution and issue and sell on behalf of the City Harbor Refunding Revenue Bonds (the "Series 1991 Bonds") in the aggregate principal amount of $79,200,000 secured by and payable from the Revenues of the Port for the purpose of, on May 15, 1991, paying and redeeming all of the 1980 Bonds maturing on and after May 15, 1991, and a majority of the members of the City Council has approved the issuance of such Bonds; and WHEREAS, this Board will order the Fiscal Agent (as hereinafter defined) to authenticate and deliver the Series 1991 Bonds to the Underwriter (as hereinafter defined) on February 14, 1991 (the "Delivery Date"), subject only to the receipt by the Fiscal Agent on or before the Delivery Date of the Bond Counsel Opinion (as hereinafter defined). NOW, THEREFORE, the Board of Harbor Commissioners of the City of Long Beach, California, DOES HEREBY RESOLVE, DETERMINE AND ORDER as follows: ARTICLE I AUTHORIZATION OF BONDS; DEFINITIONS SECTION 1.01. Second Supplemental Resolution; Determinations. This Second Supplemental Resolution (this "Second Supplemental Resolution") is adopted in accordance with the provisions of the Master Resolution. The Board hereby determines that the issuance of the Series 1991 Bonds (as hereinafter defined) for the purpose of refunding the 1980 Bonds is advisable from an economic and financial viewpoint. The Board hereby determines that the issuance of the Series 1991 Bonds in the principal amount hereinafter authorized is needed to refund all of the 1980 Bonds maturing after May 15, 1991. SECTION 1.02. pefinitions. All terms which are defined in Section 1.02 of the Master Resolution shall, unless otherwise defined herein, have the same meanings, respectively, in this Second Supplemental Resolution. Unless the context otherwise requires, the terms defined in this Section shall, for all purposes of this Second Supplemental Resolution and of any certificate, opinion or other document herein mentioned, have the meanings herein specified, to be equally applicable to both the singular and the plural forms of any of the terms herein defined. Unless otherwise defined in this Second Supplemental Resolution, all terms used herein shall have the meanings assigned to such terms by the Law. 2M32000S.WPO 2

"Bond Counsel" means 0, Melveny& Myers or such other law firm of national standing in the field of public finance, selected by the Board and acceptable to the Underwriter. "Bond Counsel Opinion" means the Opinion of Bond Counsel required by Section 3.02(c) of the Master Resolution, substantially in the form attached to the Bond Purchase Agreement. "Bond Purchase Agreement" means the Bond Purchase Agreement between the City and the Underwriter providing for the purchase of the Series 1991 Bonds by the Underwriter. "Bond Reserve Requirement" means as of any date of calculation, an amount equal to the least of (i) the maximum amount of principal and interest payable on all Series 1991 Bonds then Outstanding in any Fiscal Year, (ii) 125% of average annual debt service on all Series 1991 Bonds then Outstanding, and (iii) the initial principal amount of Series 1991 Bonds (less original issue discount, if any, plus premium, if any) multiplied by 10%. amended. "Code" means the Internal Revenue Code of 1986, as "Cost of Issuance Fund" means the Harbor Refunding Revenue Bonds, Series 1991 Costs of Issuance Fund established pursuant to Section 3.02 hereof. "Delivery Date" means February 14, 1991. "DTC" means the Depository Trust Company, New York, New York, and its successors and assigns. "Excess Earnings Fund" means the Harbor Refunding Revenue Bonds, Series 1991 Excess Earnings Fund established pursuant to Section 3.06 hereof. "Fiscal Agent" means Security Pacific National Bank, a national banking association, and any successor appointed in accordance with Article VII of the Master Resolution. "Harbor Bond Reserve Fund" means the Harbor Bond Reserve Fund established and maintained pursuant to the Prior Resolutions and the Master Resolution. "Master Resolution" means Resolution No. HD-1475 adopted by the Board on November 8, 1989, as amended and supplemented. "1980 Escrow Fund" means the City of Long Beach 1980 Harbor Bonds Escrow Fund established pursuant to Section 3.03(B) hereof. 2M32000S.WPO 3

"1989 Reserve Fund" means the Harbor Revenue Bonds, Series 1989 Reserve Fund established pursuant to the 1989 Supplemental Resolution. "1989 Supplemental Resolution" means Resolution No. HD-1476 adopted by the Board on November 8, 1989. "1991 Reserve Fund" means the Harbor Refunding Revenue Bonds, Series 1991 Reserve Fund established pursuant to Section 3.04 hereof. "1972 Escrow Fund" means the City of Long Beach 1972 Harbor Refunding Revenue Bonds Escrow Fund established pursuant to Section 3.03(A) hereof. "Nominee" means the nominee of the Securities Depository, which may be the Securities Depository, as determined from time to time pursuant hereto. "Order of Authentication" means the order of the Board to the Fiscal Agent directing the Fiscal Agent to authenticate and deliver the Series 1991 Bonds to the Underwriter on the Delivery Date, substantially in the form attached hereto as Exhibit C. "Record Date" means the close of business on each May 1 and November 1 commencing May 1, 1991. "Participants" means those broker-dealers, banks and other financial institutions for which the Securities Depository holds certificates as securities depository. "Representation Letter" means a representation letter from the Board to the Securities Depositary as described in Section 2.09 hereof. "Second Supplemental Resolution" means this resolution of the Board, and any amendments, modifications or supplements hereto. "Securities Depository" means the Securities Depository acting as such hereunder and may be the City. "Series 1991 Bonds" means the City's Harbor Refunding Revenue Bonds, Series 1991 authorized and issued pursuant to the Master Resolution as supplemented by this Second Supplemental Resolution. "Tax and Nonarbitrage Certificate" means the Tax and Nonarbitrage Certificate of the City delivered by the City on the date of the Closing (as defined in the Bond Purchase Agreement). 2M32000S.WPO 4

"Underwriter" means Prudential-Bache Securities Inc., as purchaser of the Series 1991 Bonds under the Bond Purchase Agreement. ARTICLE II THE SERIES 1991 BONDS SECTION 2.01. Authorization. There is hereby created a second Series of Bonds issued pursuant to the Law and under the Master Resolution which Bonds will be designated as the "City of Long Beach Harbor Refunding Revenue Bonds, Series 1991" and shall be Current Interest Bonds. The Series 1991 Bonds shall be issued in the aggregate principal of $79,200,000. The Series 1991 Bonds shall be authenticated and delivered by the Fiscal Agent only as provided in the Order of Authentication, substantially in the form attached hereto as Exhibit C. SECTION 2.02. Terms of the Series 1991 Bonds. The Series 1991 Bonds shall be in registered form only in denominations of $5,000 or any integral multiple thereof in excess thereof within a maturity, and shall be numbered in such manner as the Fiscal Agent determines. The Series 1991 Bonds shall be dated February 14, 1991, shall bear interest from February 14, 1991 at the rates and shall mature on May 15 in each of the years and in the principal amounts set forth below: Year Principal Amount Interest Rate 1992 $5,700,000 6.10% 1993 6,000,000 6.20 1994 6,400,000 6.30 1995 6,800,000 6.40 1996 7,200,000 6.50 1997 8,200,000 7.00 1998 8,700,000 7.05 1999 9,400,000 7.10 2000 10,000,000 7.15 2001 10,800,000 7.20 Notwithstanding the above, in the event that the Bond Counsel Opinion states that interest on the Series 1991 Bonds is a specific item of tax preference for purposes of the federal alternative minimum tax, the interest rates specified above for each maturity of the Series 1991 Bonds shall be increased by twenty-five (25) basis points. 2M3Z000S.WPO 5

SECTION 2.03. Interest. The Series 1991 Bonds shall bear interest at the rates set forth in Section 2.02 hereof (calculated on the basis of a 360-day year consisting of twelve 30-day months), shall be payable on May 15, 1991 and semiannually thereafter on May 15 and November 15 of each year. Each Series 1991 Bond shall bear interest from the interest payment date before the date of authentication thereof unless it is authenticated during the period after a Record Date but on or before the next interest payment date, in which event it shall bear interest from that interest payment date, or unless it is authenticated prior to the first Record Date, in which event it shall bear interest from February 14, 1991, or unless at the time of authentication interest is in default, in which event is shall bear interest from the interest payment date to which interest has been paid or provided for. Each Series 1991 Bond shall bear interest until the principal sum thereof has been paid; provided, however, that if at the maturity date of any Series 1991 Bond, funds are available for the payment thereof in full in accordance with the terms of Article IX of the Master Resolution, such Bond shall then cease to bear interest. SECTION 2.04. Place of Payment. The principal of the Series 1991 Bonds shall be payable in lawful money of the United States of America upon presentation and surrender of such Series 1991 Bonds at the Corporate Trust Office of the Fiscal Agent in Los Angeles, California. Interest on the Series 1991 Bonds shall be paid by check or draft mailed by first class mail to the persons whose names appear on the registration books of the Fiscal Agent as the registered Owners of such Bonds as of the close of business on the Record Date at such persons' addresses as they appear on such registration books, except that an Owner of $1,000,000 or more in principal amount of Series 1991 Bonds may be paid interest by wire transfer to an account in the United States if such Owner makes a written request of the Fiscal Agent at least thirty (30) days preceding any interest payment date specifying the wire transfer instructions for such Owner. Such notice may provide that it will remain in effect for later interest payments until changed or revoked by another written notice. Payments of default interest shall be paid by check, draft or wire transfer to the Owners as of a special record date to be fixed by the Fiscal Agent, notice of which special record date shall be given to the Owners by the Fiscal Agent not less than ten (10) days prior thereto. SECTION 2.05. Redemption. The Series 1991 Bonds are not subject to call and redemption prior to maturity. 2M32000SAMO 6

SECTION 2.06. Form of Series 1991 Bond. The Series 1991 Bonds shall be issued in substantially the form set forth in Appendix A hereto, which appendix is incorporated herein by this reference as if set forth in full. SECTION 2.07. CUSIP Identification Numbers. CUSIP identification numbers shall be ordered by the Underwriter and caused by the Board to be printed on the Series 1991 Bonds, but such numbers shall not be deemed a part of the Series 1991 Bonds or a part of the contract evidenced thereby and no liability shall attach to the Board or to the City or its officers, employees or agents because or on account of such CUSIP identification numbers. SECTION 2.08. Book-Entry System. The Series 1991 Bonds shall be initially issued in the form of a separate single fully registered Series 1991 Bond (which may be typewritten) for each of the maturities of the Series 1991 Bonds. Upon initial issuance, the ownership of each such Series 1991 Bond shall be registered in the registration books of the Fiscal Agent in the name of Cede & Co., as nominee of the Securities Depository. Except as provided in Section 2.10 hereof, all of the Outstanding Series 1991 Bonds shall be registered in the registration books of the Fiscal Agent in the name of the Nominee. With respect to the Series 1991 Bonds registered in the registration books of the Fiscal Agent in the name of the Nominee, the Board and the Fiscal Agent shall have no responsibility or obligation to any such Participant or to any person on behalf of which such a Participant holds an interest in the Series 1991 Bonds. Without limiting the immediately preceding sentence, the Board and the Fiscal Agent shall have no responsibility or obligation (unless the Fiscal Agent is at such time the Securities Depository) with respect to (i) the accuracy of the records of the Securities Depository, the Nominee or any Participant with respect to any ownership interest in the Series 1991 Bonds, (ii) the delivery to any Participant or any other person, other than an Owner as shown in the registration books of the Fiscal Agent, of any notice with respect to the Series 1991 Bonds, or (iii) the payment to any Participant or any other person, other than an Owner as shown in the registration books of the Fiscal Agent, of any amount with respect to principal of or interest on the Series 1991 Bonds. The Board and the Fiscal Agent may treat and consider the person in whose name each Series 1991 Bond is registered in the registration books of the Fiscal Agent as the holder and absolute Owner of such Series 1991 Bond for the purpose of payment of principal and interest on such Series 1991 Bond, for the purpose of giving notices and other matters with respect to such Series 1991 Bond, and for all other purposes whatsoever. 21432000S.WPO 7

The Fiscal Agent shall pay all principal of and interest on the Series 1991 Bonds only to or upon the order of the respective Owners, as shown in the registration books of the Fiscal Agent, or their respective attorneys, duly authorized in writing, and all such payments shall be valid and effective to fully satisfy and discharge the obligations hereunder with respect to the payment of principal of and interest on the Series 1991 Bonds to the extent of the sum or sums so paid. No person other than an Owner, as shown in the registration books of the Fiscal Agent, shall receive a Series 1991 Bond evidencing the obligation to make payments of principal and interest pursuant to this Second Supplemental Resolution. Upon delivery by the Securities Depository to the Fiscal Agent and the Board of written notice to the effect that the Securities Depository has determined to substitute a new nominee in place of the Nominee, and subject to the provisions herein with respect to record dates, the word Nominee in this Second Supplemental Resolution shall refer to such new nominee of the Securities Depository. SECTION 2.09. Representation Letter. In order to qualify the Series 1991 Bonds for the Securities Depository's book-entry system, the Executive Secretary of the Board is hereby authorized to execute, seal, countersign and deliver on behalf of the Board to such Securities Depository a letter from the Board representing such matters as shall be necessary to so qualify the Series 1991 Bonds (the "Representation Letter"). The execution and delivery of the Representation Letter shall not in any way limit the provisions of Section 2.08 hereof or in any other way impose upon the Board any obligation whatsoever with respect to persons having interests in the Series 1991 Bonds other than the Owners, as shown on the registration books of the Fiscal Agent. In the written acceptance of the Fiscal Agent of the Representation Letter, such Fiscal Agent shall agree to take all actions necessary for all representations of the Board in the Representation Letter with respect to the Fiscal Agent to at all times be complied with. In addition to the execution and delivery of the Representation Letter, the Executive Secretary of the Board, and authorized representatives, are hereby authorized to take any other actions, not inconsistent with this Second Supplemental Resolution, to qualify the Series 1991 Bonds for the Securities Depository's book-entry program. SECTION 2.10. Transfers Outside Book-Entry System. In the event (i) the Securities Depository determines not to continue to act as securities depository for the Series 1991 Bonds, or (ii) the Board determines that the Securities Depository shall no longer so act and delivers a written certificate to the Fiscal Agent to that effect, then the Board will discontinue the book-entry system with the Securities Depository. If the Board determines to replace the Securities 2M3Z0005.WPO 8

Depository with another qualified securities depository, the Board shall prepare or direct the preparation of a new, single, separate, fully registered Series 1991 Bond for each of the maturities of the Series 1991 Bonds, registered in the name of such successor or substitute qualified securities depository or its nominee, or make such other arrangement acceptable to the Board and the Securities Depository as are not inconsistent with the terms of the Second Supplemental Resolution. If the Board fails to identify another qualified securities depository to replace the Securities Depository, then the Series 1991 Bonds shall no longer be restricted to being registered in the registration books of the Fiscal Agent in the name of the Nominee, but shall be registered in whatever name or names the Participants transferring or exchanging Certificates shall designate, in accordance with the provisions of Article II of the Master Resolution. SECTION 2.11. Payments and Notices to the Nominee. Notwithstanding any other provision of this Second Supplemental Resolution to the contrary, so long as any Series 1991 Bond is registered in the name of the Nominee, all payments with respect to principal of and interest on such Series 1991 Bond and all notices with respect to such Series 1991 Bond shall be made and given, respectively, as provided in the Representation Letter or as otherwise instructed by the Securities Depository. SECTION 2.12. Initial Depository and Nominee. The initial Securities Depository under this Second Supplemental Resolution shall be DTC. The initial Nominee shall be Cede & Co., as Nominee of DTC. ARTIcLE III SALE OF SERIES 1991 BONDS; APPLICATION; FUNDS; COVENANTS SECTION 3.01. Application of the Proceeds of the Series 1991 Bonds. The proceeds of the sale of the Series 1991 Bonds shall be deposited with the Treasurer and shall be held in trust and, unless otherwise specified in a certificate of the Acting Executive Director of the Department, set aside by the Treasurer as follows: (a) The Treasurer shall deposit in the Bond Service Fund the amount of such proceeds representing interest accrued, if any, on the Series 1991 Bonds to the date of delivery thereof. (b) The Treasurer shall deposit in the 1980 Escrow Fund an amount, as specified in a certificate of the Acting Executive Director of the Department, which 2M32000S.WPO 9

together with other amounts transferred to such fund, will be sufficient to satisfy the 1980 Escrow Requirements (as hereinafter defined) when due. (c) The remaining proceeds shall be deposited in the Costs of Issuance Fund. SECTION 3.02. Establishment and Application of Costs of Issuance Fund. (A) The Treasurer shall establish, maintain and hold in trust a separate fund designated as the "Harbor Refunding Revenue Bonds, Series 1991 Costs of Issuance Fund." The moneys in the Costs of Issuance Fund shall be used and withdrawn by the Treasurer to pay the Costs of Issuance of the Series 1991 Bonds. All investment earnings on funds held in the Costs of Issuance Fund shall be deposited in the Bond Service Fund unless such earnings shall be required to be deposited in the Excess Earnings Fund. (B) The Treasurer shall keep a record of all payments from the Costs of Issuance Fund, which record shall state: (i) the item number of such payment; (ii) the name and address of the person to whom each such payment is due, which may be the Harbor Department in the case of reimbursement for costs theretofore paid by the Board; (iii) the respective amounts to be paid; and (iv) the purpose by general classification for which each obligation to be paid was incurred. SECTION 3.03. Establishment and Application of Escrow Funds. (A) There is hereby established a special trust fund for the purpose of insuring the payment on May 15, 1991 of the principal of and interest on the 1972 Bonds maturing on such date (the "1972 Escrow Requirements"). Said special trust account is hereby designated as the "City of Long Beach 1972 Harbor Refunding Revenue Bonds, Escrow Fund" and shall be maintained by the Treasurer in accordance with the provisions of this Second Supplemental Resolution. The Treasurer will invest amounts on deposit in the 1972 Escrow Fund solely in direct obligations of the United States of America or other obligations for which the full faith and credit of the United States of America are pledged for the payment of principal and interest, or obligations fully collateralized by the same, (the "1972 Federal Securities") the principal of and interest on which when due will, in the opinion of a nationally recognized firm of independent certified public accountants, satisfy the 1972 Escrow Requirements when due. The Treasurer may substitute other noncallable 1972 Federal Securities for those initially purchased hereunder only if (i) a nationally recognized firm of independent certified public accountants shall certify that 21432000S.WPO 10

the 1972 Federal Securities to be substituted, together with the 1972 Federal Securities and uninvested amounts which will continue to be held in the 1972 Escrow Fund, will mature at such times and in such amounts to satisfy the 1972 Escrow Requirements when due, and (ii) the Board shall have received an Opinion of Bond Counsel to the effect that the sale, transfer, redemption or other disposition and substitution of the 1972 Federal Securities does not cause interest on either the Series 1991 Bonds or the 1972 Bonds to be included in gross income for purposes of federal income taxation under relevant provisions of the Code. The Treasurer shall cause the transfer of moneys for the payment of the 1972 Escrow Requirements, out of the 1972 Escrow Fund, at the place and time provided in the 1972 Resolution. Upon satisfaction of the 1972 Escrow Requirements, but no earlier than May 16, 1991, any moneys thereafter remaining in the 1972 Escrow Fund shall be transferred to the Harbor Revenue Fund. (B) There is hereby established a special trust fund for the purpose of insuring the payment on May 15, 1991 of the (i) principal of and interest on the 1980 Bonds maturing on such date, and (ii) the principal of, accrued interest and premium due upon the redemption on such date of the 1980 Bonds maturing after such date (collectively, the "1980 Escrow Requirements"). Said special trust account is hereby designated as the "City of Long Beach 1980 Harbor Revenue Bonds, Escrow Fund" and shall be maintained by the Treasurer in accordance with the provisions of this Second Supplemental Resolution. The Treasurer will invest amounts on deposit in the 1980 Escrow Fund solely in direct obligations of the United States of America or other obligations for which the full faith and credit of the United States of America are pledged for the payment of principal and interest, or obligations fully collateralized by the same, (the "1980 Federal Securities") the principal of and interest on which when due will, in the opinion of a nationally recognized firm of independent certified public accountants, satisfy the 1980 Escrow Requirements when due. The Treasurer may substitute other noncallable 1980 Federal Securities for those initially purchased hereunder only if (i) a nationally recognized firm of independent certified public accountants shall certify that the 1980 Federal Securities to be substituted, together with the 1980 Federal Securities and uninvested amounts which will continue to be held in the 1980 Escrow Fund, will mature at such times and in such amounts to satisfy the 1980 Escrow Requirements when due, and (ii) the Board shall have received an Opinion of Bond Counsel to the effect that the sale, 21432000S.WPO 11

transfer, redemption or other disposition and substitution of the 1980 Federal Securities does not cause interest on either the Series 1991 Bonds or the 1980 Bonds to be included in gross income for purposes of federal income taxation under relevant provisions of the Code. Upon delivery of the Series 1991 Bonds, the Board shall promptly cause notice to be given, in accordance with the provisions of the 1980 Resolution, of the intention to call and redeem the 1980 Bonds to be refunded on May 15, 1991, substantially in the form attached hereto as Exhibit B, which form of notice is hereby approved and adopted. The Treasurer shall cause the transfer of moneys for the payment of the 1980 Escrow Requirements, out of the 1980 Escrow Fund, at the place and time provided in the 1980 Resolution. Upon satisfaction of the 1980 Escrow Requirements, but no earlier than May 16, 1991, any moneys thereafter remaining in the 1980 Escrow Fund shall be transferred to the Harbor Revenue Fund. SECTION 3.04. Establishment, Pledge, Fundina and Application of 1991 Reserve Fund. (A) The Treasurer shall establish, maintain and hold in trust a separate fund designated as the "Harbor Refunding Revenue Bonds, Series 1991 Reserve Fund." The 1991 Reserve Fund shall be funded as set forth in Section 3.05 hereof and applied as set forth in this Section 3.04. There are hereby pledged to secure the payment of the principal of and interest on the Series 1991 Bonds in accordance with their terms all amounts held by the Treasurer in the 1991 Reserve Fund. (B) The City shall at all times maintain an amount equal to the Bond Reserve Requirement in the 1991 Reserve Fund until the Series 1991 Bonds are discharged in accordance with the provisions of Article IX of the Master Resolution. In the event of any deficiency in the 1991 Reserve Fund, the Treasurer shall replenish such deficiency in accordance with the provisions of Section 5.03(B)(3) of the Master Resolution. (C) All amounts in the 1991 Reserve Fund shall be used and withdrawn by the Treasurer, as hereinafter provided, solely for the purpose of (i) paying principal of and interest on the Series 1991 Bonds in the event moneys in the Principal Account and the Interest Account are insufficient, or (ii) for the payment of the final principal and interest payment on the Series 1991 Bonds. Any amounts in the 1991 Reserve Fund in excess of the Bond Reserve Requirement shall be transferred by the Treasurer to the Bond Service Fund. All Investment Securities credited to the 1991 Reserve Fund shall be valued as of June 30 of each year (or the next succeeding Business Day if such day is not a Business 2M32000S.WPO 12

Day) at their fair market value determined to the extent practical by reference to the closing bid price thereof published in The Wall Street Journal or any other financial publication or quotation service selected by the Treasurer in his or her discretion. SECTION 3.05. Application of Harbor Bond Reserve Fund and Bond Service Fund. (A) Upon authentication and delivery of the Series 1991 Bonds by the Fiscal Agent, the Treasurer shall, unless otherwise specified in a certificate of the Acting Executive Director of the Department, transfer from the Harbor Bond Reserve Fund the following amounts for application as follows: (a) an amount equal to the reserve requirement for the Series 1989A Bonds shall be transferred to the 1989 Reserve Fund; (b) an amount, as specified in a certificate of the Acting Executive Director of the Department, which together with other amounts transferred to such fund, will satisfy the 1972 Escrow Requirements when due, shall be transferred to the 1972 Escrow Fund; (c) an amount equal to the Bond Service Requirement shall be transferred to the 1991 Reserve Fund; and (d) an amount, as specified in a certificate of the Acting Executive Director of the Department, which together with other amounts transferred to such fund, will satisfy the 1980 Escrow Requirements when due, shall be transferred to the 1980 Escrow Fund. (e) any amounts remaining shall be transferred and applied as specified in a certificate of the Acting Executive Director of the Department. (B) Upon authentication and delivery of the Series 1991 Bonds by the Fiscal Agent, the Treasurer shall transfer from the Bond Service Fund for deposit to the 1980 Escrow Fund an amount, as specified in a certificate of the Acting Executive Director of the Department, which together with other amounts transferred to such fund, will satisfy the 1980 Escrow Requirements when due. SECTION 3.06. Establishment and Application of Excess Earnings Fund. To ensure proper compliance with the tax covenants contained in Section 3.07 hereof, the Treasurer shall establish and maintain within the Harbor Revenue Fund a sub-fund separate from any other fund established and maintained hereunder or under the Master Resolution designated as the "Harbor Refunding Revenue Bonds, Series 1991 Excess Earnings Fund." All money at any time deposited in the Excess 2M32000S.WPO 13

Earnings Fund in accordance with the provisions of the Tax and Nonarbitrage Certificate shall be held by the Treasurer for the account of the City in trust for payment to the federal government of the United States of America, and neither the City of the Owner of any Series 1991 Bonds shall have any rights in or claim to such money. All amounts deposited into or on deposit in the Excess Earnings Fund shall be governed by this Second Supplemental Resolution and by the Tax and Nonarbitrage Certificate. The Treasurer shall invest all amounts held in the Excess Earnings Fund, in accordance with the Tax and Nonarbitrage Certificate. Money shall not be transferred from the Excess Earnings Fund except in accordance with the Tax and Nonarbitrage Certificate. SECTION 3.07. Tax Covenants. In order to maintain the exclusion from gross income of the interest on the Series 1991 Bonds for federal income tax purposes, the City covenants to comply with each applicable requirement of Section 103 and Sections 141 through 150 of the Code and the City agrees to comply with the covenants contained in, and the instructions given pursuant to, the Tax and Nonarbitrage Certificate which by this reference is incorporated herein, as a source of guidance for compliance with such provisions. The President, the Vice President and the Executive Secretary of the Board and the Acting Executive Director of the Harbor Department of the City of Long Beach be and each of them is hereby authorized, empowered and directed to execute and deliver such other documents as may be requested by Bond Counsel in order that the Bond Counsel Opinion may be delivered on or prior to the Delivery Date. Notwithstanding any other provisions of the Resolution or this Second Supplemental Resolution to the contrary, upon the City's failure to observe, or refusal to comply with, the foregoing covenant, no person other than the Owners of the Series 1991 Bonds shall be entitled to exercise any right or remedy provided to the Owners under the Resolution or this Second Supplemental Resolution on the basis of the City's failure to observe, or refusal to comply with, such covenant. SECTION 3.08. lurther Action. The City covenants to take such further action, file such reports and information returns and otherwise conduct, or cause to be conducted, the affairs of the City in such manner as may be required under the laws in effect or proposed to be in effect on the Delivery Date and applicable or proposed to be applicable to the Series 1991 Bonds and not inconsistent with the Master Resolution or this Second Supplemental Resolution so as to permit the City to validly issue the Series 1991 Bonds under this Second Supplemental Resolution on the Delivery Date, to provide for the exclusion of interest on the Series 1991 Bonds from gross income for federal income tax purposes and to provide for the 2M320005.WPO 14

exemption of interest on the Series 1991 Bonds from personal income taxes of the State of California. The City further covenants that it will fully cooperate with Bond Counsel and the Underwriter to accomplish the issuance and delivery of the Series 1991 Bonds on the Delivery Date. ARTICLE IV FISCAL AGENT SECTION 4.01. Fiscal Agent. Security Pacific National Bank is hereby appointed as Fiscal Agent with respect to the Series 1991 Bonds. The Fiscal Agent shall signify its acceptance of the duties and obligations hereunder by executing and delivering to the Board, on behalf of the City, a written acceptance in which the Fiscal Agent agrees to perform said duties and obligations as set forth in the Master Resolution and this Second Supplemental Resolution. ARTICLE V MISCELLANEOUS SECTION 5.01. Series 1991 Bonds Subiect to the Master Resolution. Except as expressly provided in this Second Supplemental Resolution, every term and condition contained in the Master Resolution shall apply to this Second Supplemental Resolution and to the Series 1991 Bonds with the same force and effect as if it were herein set forth at length, with such omissions, variations and modifications thereof as may be appropriate to make the same conform to this Second Supplement Resolution. SECTION 5.02. Severabilitv of Invalid Provisions. If any one or more of the provisions contained in this Second Supplemental Resolution or in the Series 1991 Bonds shall for any reason be held to be invalid, illegal or unenforceable in any respect, then such provision or provisions shall be deemed severable from the remaining provisions contained in this Second Supplemental Resolution and such invalidity, illegality or unenforceability shall not affect any other provision of this Second Supplemental Resolution, and this Second Supplemental Resolution shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. The Board hereby declares that it would have adopted this Second Supplemental Resolution and each and every other Section, paragraph, sentence, clause or phrase hereof and authorized the issuance of the Series 1991 Bonds pursuant thereto irrespective of the fact that any one or more Sections, paragraphs, sentences, clauses or phrases of this Second Supplemental Resolution may be held illegal, invalid or unenforceable. 2M32000S.WPO 15

SECTION 5.03. Article and Section Readings and References; Interpretation. The headings or titles of the several Articles and Sections hereof, shall be solely for convenience of reference and shall not affect the meaning, construction or effect of this Second Supplemental Resolution. All references herein to "Article," "Sections" and other subdivisions are to the corresponding Articles, Sections or subdivisions of this Second Supplemental Resolution; the words "herein," "hereof," "hereby, " "hereunder" and other words of similar import refer to this Second Supplemental Resolution as a whole and not to any particular Article, section or subdivision hereof; and words of the masculine gender shall mean and include words of the feminine and neuter genders. SECTION 5.04. Governina Law. This Second Supplemental Resolution shall be construed and governed in accordance with the laws of the State of California. SECTION 5.05. Effective Date of Resolution. The Secretary of the Board shall certify to the passage of this resolution by the Board, shall cause the same to be posted in 3 conspicuous places in the City, and shall cause a certified copy of this Second Supplemental Resolution to be filed with the City Clerk of the City, and it shall thereupon take effect. 2M3Z000S.WPO 16

I hereby certify that the foregoing resolution was adopted by the Board of Harbor Commissioners of the City of Long Beach at its meeting of June 11, 1990 by the following vote: Ayes: Commissioner(s) Talin,Hauser,Friedland, Langslet,DuVall Noes: Commissioner(s) None Absent: Commissioner(s) None Not Voting: Commissioner(s) None Certified as a True and Correct Copy Execut ve Secre ary Board of Harbor Commissioners of the City of Long Beach, California Dated, 1990 2M320005.11P0 17

EXHIBIT A No. FORM OF SERIES 1991 BOND [FRONT OF BOND] UNITED STATES OF AMERICA CITY OF LONG BEACH, CALIFORNIA HARBOR REFUNDING REVENUE BOND, SERIES 1991 INTEREST RATE MATURITY DATE ORIGINAL ISSUE DATE CUSIP# REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF LONG BEACH, a municipal corporation situated in the County of Los Angeles, State of California (the "City"), acting by and through its Board of Harbor Commissioners (hereinafter called the "Board"), FOR VALUE RECEIVED, hereby promises to pay, solely from Revenues, as hereinafter provided, to the registered owner named above, or registered assigns, on the maturity date set forth above, unless redeemed prior thereto as hereinafter provided, the principal amount set forth above, and to pay interest (calculated on the basis of a 360-day year consisting of twelve 30-day months) on such principal amount from the interest payment date before the date of authentication hereof (unless this Series 1991 Bond is authenticated during the period after a record date but on or before the next interest payment date, in which event this Series 1991 Bond shall bear interest from that interest payment date, or unless this Series 1991 Bond is authenticated prior to the first record date, in which event this Series 1991 Bond shall bear interest from February 14, 1991, or unless at the time of authentication interest is in default, in which event it shall bear interest from the interest payment date to which interest has been paid or provided for), semi-annually on May 15 and November 15 of each year, commencing May 15, 1991 at the interest rate set forth above, until the principal amount hereof is paid or made available for payment. The principal of this Series 1991 Bond is payable to the registered holder hereof in lawful money of the United States of America upon presentation and surrender of this Series 1991 Bond at the principal corporate trust office of Security Pacific National Bank in Los Angeles, 2M32000S.WPO A-1

California (the "Fiscal Agent"). Interest on this Series 1991 Bond shall be paid by check or draft of the Fiscal Agent mailed by first class mail to the registered holder hereof as of the close of business on the first day of the month in which an interest payment date occurs (a "record date") at such registered holder's address as it appears on the registration books maintained by the Fiscal Agent, except that a registered holder of $1,000,000 or more in principal amount of the Series 1991 Bonds may be paid interest by wire transfer to an account in the United States if such registered owner makes a written request of the Fiscal Agent at least 30 days preceding any interest payment date specifying the account address. Such notice may provide that it will remain in effect for later interest payments until changed or revoked by another written notice. REFERENCE IS MADE TO THE FURTHER PROVISIONS OF THIS SERIES 1991 BOND SET FORTH ON THE REVERSE HEREOF WHICH SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS THOUGH FULLY SET FORTH HEREIN. This Series 1991 Bond shall not be entitled to any benefit under the Resolution, or become valid or obligatory for any purpose, until the certificate of authentication and registration hereon endorsed shall have been executed and dated by the Fiscal Agent. It is hereby certified and recited that any and all acts, conditions and things required to exist, to have happened and to have been performed precedent to and in the issuance of this Series 1991 Bond to exist, have happened, and have been performed in due time, form and manner as required by the Constitution and laws of the State of California and that this Series 1991 Bond, together with all other indebtedness of the City, does not exceed any limit prescribed by the Constitution and laws of the State of California and the Charter of the City and is not in excess of the amount of Series 1991 Bonds permitted to be issued under the Resolution. 2M32000S.WPO A-2

IN WITNESS WHEREOF, the Board has caused this Series 1991 Bond to be signed by the President of the Board of Harbor Commissioners, and the Executive Secretary of the Board of Harbor Commissioners by their facsimile signatures, and sealed with the facsimile corporate seal of said City as of the Original Issue Date specified above. President of the Board of Harbor Commissioners of the City of Long Beach, California COUNTERSIGNED Executive Secretary of the Board of Harbor Commissioners of the City of Long Beach, California FISCAL AGENT'S CERTIFICATE OF AUTHENTICATION AND REGISTRATION This Series 1991 Bond is one of the Series 1991 Bonds delivered pursuant to the within mentioned Master Resolution and Second Supplemental Resolution. Security Pacific National Bank, as Fiscal Agent By Authorized Signature [REVERSE SIDE OF BOND] This Series 1991 Bond is one of a duly authorized issue of "City of Long Beach, Harbor Refunding Revenue Bonds, Series 1991" (the "Series 1991 Bonds") issued in the aggregate principal amount of $79,200,000 pursuant to Article XII of the City Charter, Title 3, Chapter 3.52, Division I of the Municipal Code of the City, certain provisions of the Revenue Bond Law of 1941, Section 54300, et seq., of the Government Code of the State of California (said Article of the Charter, said provisions of the Municipal Code of the City and said provisions of the Government Code are referred to herein as 2M32000S.WPO A-3

the "Law"), Resolution No. HD-1475 of the Board of Harbor Commissioners of the City adopted by the Board on November 8, 1989 (the "Master Resolution") and Resolution No. HD-1504 adopted by the Board on May 14, 1990, as amended and restated by Resolution No. HD-1511 adopted by the Board on June 11, 1990 (the "Second Supplemental Resolution"; the Master Resolution as supplemented by the Second Supplemental Resolution is referred to herein as the "Resolution"). The Series 1991 Bonds are issued to provide funds to refund the outstanding City of Long Beach 1980 Harbor Revenue Bonds. Reference is hereby made to the Master Resolution, the Second Supplemental Resolution and to the Law for a description of the terms on which the Series 1991 Bonds are issued and to be issued, the provisions with regard to the nature and extent of the Revenues, and all of the terms of the Resolution and the Law are hereby incorporated herein and constitute a contract between the City and the registered owner from time to time of this Series 1991 Bond, and by acceptance hereof the registered holder of this Series 1991 Bond assents to said terms and conditions. The Resolution is adopted under, and this Series 1991 Bond is issued under, and all are to be construed in accordance with, the laws of the State of California. The Series 1991 Bonds are special limited obligations of the City payable from and secured by a pledge of and a lien and charge upon the Revenues on a parity with all Revenue Bonds and all other debt issued or incurred and payable from Revenues on a parity with the Revenue Bonds. The principal of, premium (if any) and interest on the Series 1991 Bonds are not a debt of the City, nor a legal or equitable pledge, charge, lien or encumbrance upon any of its property or upon any of its income, receipts or revenues, except the Revenues. The general fund of the City is not liable for the payment of the Series 1991 Bonds or their interest, nor is the credit or the taxing power of the City or the forfeiture of any of its property for the payment of this Series 1991 Bond or any interest hereon. The Series 1991 Bonds are payable as to both principal and interest exclusively from the Revenues and other funds pledged under the Master Resolution and the Second Supplemental Resolution. As used herein, "Revenues" means all revenues, and all money secured or collected from or arising out of the use or operation of the Port of Long Beach or arising from the Port of Long Beach, including, without limitation, all tolls, charges, rentals, compensations or fees required to be paid for services, franchises or licenses, or otherwise by law or ordinance or order, to the City for the operation of any public service utility upon lands and waters under the control and management of the Board and all investment earning cred- IM32000S.WPO A-4

ited to the Harbor Revenue Fund (created by the Law) and not required to be deposited to a sub-fund, excepting therefrom any revenues arising from any lease, contract or other agreement providing for the drilling for, developing, producing, extracting, taking or removing, storing and disposing of oil, gas or other hydrocarbon substances from the tide and submerged lands granted to the City by the State. As used herein, "Port of Long Beach" means the entire harbor system subject to and under the jurisdiction of the Board as defined in the City Charter, and including, without limitation, all harbor or port improvements, works, utilities, appliances, facilities and water craft, owned, controlled or operated by the City in or upon or pertaining to the waterfront or navigable waters of the City as such system now exists together with all additions acquired, constructed or financed with funds derived from the sale of revenue bonds authorized by the Board, together with all improvements and extensions to said system later constructed or acquired. As used herein, "Revenue Bonds" means, the Series 1991 Bonds, the City of Long Beach Harbor Revenue Bonds, Series 1989A, and any additional Bonds issued in accordance with the Resolution. The Series 1991 Bonds are not subject to call and redemption prior to maturity. This Series 1991 Bond may be transferred without charge upon the registration books required to be kept by the Fiscal Agent, by the person in whose name it is registered, in person or by his duly authorized attorney, upon surrender of this Series 1991 Bond for cancellation, accompanied by delivery of a written instrument of transfer, duly executed in a form approved by the Fiscal Agent. Whenever any Series 1991 Bond is surrendered for transfer, the City shall execute and the Fiscal Agent shall authenticate and deliver a new Series 1991 Bond or Bonds, of the same tenor and maturity and for a like aggregate principal amount. This Series 1991 Bond may be exchanged without charge at the corporate trust office of the Fiscal Agent in Los Angeles, California for Series 1991 Bonds of authorized denominations having the same aggregate principal amount, tenor and maturity. The Fiscal Agent need not transfer registration or exchange any Series 1991 Bond later than 15 days prior to the date of selection of Series 1991 Bonds for redemption or any portion thereof for redemption. The Fiscal Agent may require the holder of any Series 1991 Bond requesting transfer of registration or exchange to pay any tax or other governmental charge required to be paid with respect to such transfer of registration or exchange. The rights and obligations of the City, the Fiscal Agent and of the owners of the Series 1991 Bonds may be modified or amended from time to time in the manner, to the extent and upon the terms provided in the Resolution, provided 2M32000S.WPO A-5