APIC1996-2RESOLUTION NO. APIC96-2
A RESOLUTION OF THE BOARD OF
DIRECTORS OF THE ANAHEIM PUBLIC
IMPROVEMENT AUTHORITY APPROVING,
AUTHORIZING AND DIRECTING EXECUTION
OF CERTAIN LEASE FINANCING
AMENDMENTS AND RELATED DOCUMENTS
AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT
THERETO
WHEREAS, the Anaheim Public Improvement Corporation
(the "Corporation"), by Resolution No. APIC-93-1 adopted January
5, 1993, approved execution of certain lease financing documents
between the Corporation and the City of Anaheim (the "City") in
connection with refinancing and refunding of certain prior
obligations; and
WHEREAS, the City is the fee simple owner of the
facility known as ~Anaheim Stadium" (the "Stadium") and, pursuant
to that certain Site and Facility Lease dated as of January 1,
1993 {the ~Site Lease") and recorded January 13, 1993, as
Instrument No. 93-02543 in the Official Records of Orange County,
California (the "Official Records"), has leased the Stadium and
other real property more particularly described therein
(collectively, the ~Site") to the Corporation; and
WHEREAS, pursuant to that certain Lease Agreement dated
as of January 1, 1993, (the ~Lease Agreement"), the Corporation
has leased to the City the Site and the improvements described
therein (collectively, the "Project"), a memorandum of the Lease
Agreement having been recorded January 13, 1993, in the Official
Records as Instrument No. 93-02542; and
WHEREAS, pursuant to that certain Assignment Agreement
dated as of January 1, 1993, by and between the Corporation and
the predecessor in o~ice to First Trust of California, National
Association, as the successor trustee (the ~Trustee") under that
certain Trust Agreement dated as of January 1, 1993 (the "Trust
Agreement"), the Corporation assigned to the Trustee its rights
to receive payments and enforce payment of such amounts under the
Lease Agreement (the ~Lease Payments"); and
WHEREAS, pursuant to the Trust Agreement, the Trustee
has executed and delivered certain Certificates of Participation
(the ~Certificates") in the Lease Payments to facilitate the
finance or refinance of various improvements and components of
the Project; and
WHEREAS, included in the "permitted encumbrances" under
the Lease Agreement were the existing agreements between the City
and the owner of the professional baseball team and franchise of
the American League of Professional Baseball Clubs currently
known as the California Angels (the "Team") relating to the
Team's play of home games at the Stadium; and
WHEREAS, the California Angels LP, a California limited
partnership ("Team Owner~), and the City have agreed to amend and
restate such existing agreements pursuant to that certain Amended
and Restated Lease Agreement by and between Team Owner and the
City dated as of May 15, 1996, and effective as of October 1,
1996 (the ~Team Sublease"); and
WHEREAS, pursuant to the Team's Sublease, the City has
subleased the portion of the Project constituting the ~Stadium"
as described in the Lease Agreement excluding the portion of the
Stadium described on Exhibit "B" to the Lease Agreement as the
~15,000 car parking lot" and more particularly described within
the legal description of the ~Stadium Site" attached as a portion
of Exhibit ~'A" to the Lease Agreement, which area, exclusive of
the Stadium, is the ~Stadium Parking Arean and has licensed for
the use of the Team Owner certain parking rights; and
WHEREAS, the parties recognize the value to the City
and the Corporation of entering into the Team Sublease and desire
to confirm and clarify that the Lease Agreement is subordinate to
the Team Sublease and that the interests of the Team Owner
thereunder shall not be disturbed as a result of any act or
failure to act by the City or the Corporation under the Lease
Agreement; and
WHEREAS, the City and the Corporation propose to amend
the Lease Agreement and the Site Lease to clarify the respective
rights and obligations of the parties and release the Stadium
Parking Area from the Site Lease and Lease Agreement; and
WHEREAS, the Qualified SWAP Provider (as defined in the
Trust Agreement) and the Municipal Bond Insurer (as defined in
the Trust Agreement) have consented to the amendments to the
Lease Agreement and the Site Lease proposed by the City and the
Corporation; and
WHEREAS, there has been presented to this meeting the
following, each to be entered into between the City and the
Corporation (collectively, the "Amendment Documents"):
1. A proposed form of Amendment No. 1 to Lease Agreement;
o
A proposed form of Memorandum of Amendment No. 1 to
Lease Agreement, to be recorded in the Official
Records;
o
A proposed form of Amendment No. 1 to Site and Facility
Lease; and
A proposed form of Memorandum of Amendment No. 1 to
Site and Facility Lease, to be recorded in the Official
Records.
NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS:
Section 1. The form, terms and provisions of each of the
Amendment Documents in substantially the form presented at
this meeting are hereby approved, and the President,
Executive Director or Finance Officer (each, an "Authorized
Officer"), acting alone, is hereby authorized and directed
to execute each of the Amendment Documents with such
nonsubstantial changes and insertions therein as may be
necessary to cause the same to carry out the intent of this
Resolution and as are approved by counsel to the
Corporation, such approval to be conclusively evidenced by
the execution thereof.
Section 2. Ail actions taken by any officer or agent of the
Corporation with respect to the transaction described in the
Amendment Documents is hereby approved, confirmed and
ratified, and each Authorized Officer is hereby authorized
and directed, jointly and severally, to do any and all
things and to execute and deliver any and all certificates
or other documents which they or counsel to the Corporation
deem necessary or advisable to consummate the transactions
described in the Amendment Documents and otherwise
effectuate the purpose of this Resolution.
THE FOREGOING RESOLUTION is approved and adopted by the
Board of Directors of the Anaheim Public Improvement Corporation
this 24th day of _~_~~,19 96
ANAHEIM PUBLIC IMPROVEMENT
CORPORAT I ON
ANAHEIM PUBLIC IMPROVEMENT
CORPORATION
0020522.01
STATE OF CALIFORNIA )
COUNTY OF ORANGE
CITY OF ANAHEIM )
) SS.
I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public
Improvement Authority, do hereby certify that the foregoing Resolution No. APIC96-2 was
introduced and adopted at a regular meeting provided by law, of the Board of Directors of the
Anaheim Public Improvement Authority held on the 24th day of September, 1996, by the
following vote ofthe members thereof:
AYES:
BOARD MEMBERS: Tait, Zemel, Feldhaus, Lopez, Daly
NOES: BOARD MEMBERS: None
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution
No. APIC96-2 on the 24th day of September, 1996.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 24th day of September, 1996.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY
(SEAL)
I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Authority, do hereby
certify that the foregoing is the original of Resolution No. APIC96-2 duly passed and adopted
by the Anaheim Public Improvement Authority on September 24, 1996.
S~'(~RETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORI'r~