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AHA-2003-003RESOLUTION NO. ~003-3 A RESOLUTION OF THE ANAHEIM HOUSING AUTHORITY AUTHORIZING THE AMENDMENTS OF THE INDENTURE OF TRUST, AND REGULATORY AGREEMENT AND THE DELIVERY OF A FINANCING AGREEMENT RELATING TO THE REISSUANCE OF THE ANAHEIM HOUSING AUTHORITY VARIABLE RATE DEMAND MULTIFAMILY HOUSING REFUNDING REVENUE BONDS (HERITAGE VILLAGE APARTMENTS), 1992 SERIES A, AND AUTHORIZING THE EXECUTION AND DELIVERY OF AND APPROVING OTHER RELATED DOCUMENTS AND APPROVING OTHER RELATED ACTIONS IN CONNECTION THEREWITH WHEREAS, the Anaheim Housing Authority (the "Authority") is authorized and empowered by the provisions of Article 11 of Chapter 3 of Division 2 of Title 5 of the California Government Code (the "Refunding Law") to issue refunding revenue bonds of housing authorities pursuant to Chapter 1 of Part 2 of Division 24 of the Health and Safety Code of the State of California (the "Act"); and WHEREAS, on November 12, 1992, the Authority issued its $8,485,000 Multifamily Housing Refunding Revenue Bonds (Heritage Village Apartments), 1992 Series A (the "Bonds") pursuant to the Refunding Law and the Act to provide refinancing for the acquisition, construction and development of a multifamily rental housing development comprising 196 units, known as lleritage Village Apartments and located ~n the City of Anaheim, California (the "Project"); and WHEREAS, the Authority and Security Pacific National Trust Company (New York), as predecessor to U.S. Bank National Association (the "Trustee"), entered into an Indenture of Trust, dated as of November 1, 1992, providing for the issuance and securing the Bonds, as amended by a First Supplemental Indenture of Trust, dated as of July 1, 1998, between the Authority and the Trustee (as amended, the "Indenture"); and WHEREAS, the Authority, the Trustee and Shearson/Calmark Heritage Park II, Ltd., A California Limited Partnership, as predecessor to Calmark Heritage Park II Limited Partnership, a California limited parmership (the "Developer") entered into a Loan Agreement, dated as of November 1, 1992, providing for the loan of the proceeds of the Bonds to the Developer, as amended by a First Amendment to Loan Agreement, dated as of July 1, 1998, among the Authority, the Trustee, as successor trustee, and the Developer (as amended, the "Loan Agreement"); and WHEREAS, the Authority, the Trustee and the Developer entered into an Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants, dated as of November 1, 1992, as amended by the First Amendment to Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants, dated as of July 1, 1998, by and among the Authority, the Trustee, as successor trustee, and the Developer (as amended, the "Regulatory Agreement"), providing for certain requirements applicable to the Project; and WHEREAS, the Developer desires to substitute a credit facility issued by Fannie Mae ("Fannie Mae") for the letter of credit currently securing the Bonds; and DOCSOC\975325v4~22620.0026 -1- WHEREAS, in connection with such credit facility substitution, the Developer has requested that the Authority and the Trustee amend and restate the Indenture, together with the Developer amend the Regulatory Agreement and, together with the Developer, execute a Financing Agreement all in the respective forms of, and for the reasons and purposes set forth in the respective forms of, the Amended and Restated Trust Indenture (as defined below), including the extension of the maturity date of the Bonds to July 15, 2033, the Regulatory Agreement Amendment (as defined below) and the Financing Agreement (as defined below) presented at this meeting; and WHEREAS, the Indenture, the Loan Agreement and the Regulatory Agreement may be amended and/or restated pursuant to the provisions of the Indenture, the Loan Agreement and the Regulatory Agreement, respectively, upon compliance with certain provisions thereof, which provisions shall be complied with prior to execution and delivery of such amendments; and WHEREAS, in connection with such credit facility substitution, Fannie Mae has requested that the Authority enter into an Intercreditor Agreement, in the respective form of the Intercreditor Agreement presented at this meeting; NOW, THEREFORE, BE IT RESOLVED by the Anaheim Housing Authority, as follows: Section 1. correct. The Authority hereby finds and declares that the above recitals are true and Section 2. The Authority hereby approves the extension of the maturity date of the Bonds to July 15, 2033. Section 3. The Amended and Restated Trust Indenture (the "Amended and Restated Indenture") between the Authority and the Trustee in the form presented to this meeting is hereby approved. The Chairman and Executive Director of the Authority (the "Designated Officers") are, and each of them acting alone, is hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Amended and Restated Indenture, and the Secretary of the Authority is hereby authorized and directed for and in the name and on behalf of the Authority, to attest the Designated Officer's signature on the Amended and Restated Indenture, in substantially said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority, including such additions or changes as are necessary or advisable in accordance with Section 7 hereof, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Amended and Restated Indenture. The date, maturity dates, interest rate or rates, interest payment dates, denominations, form registration privileges, manner of execution, place of payment, terms of redemption, the right of the owners of the Bonds to tender their Bonds for repurchase, and other terms of the Bonds shall be as provided in the Amended and Restated Indenture as finally executed. Section 4. The Financing Agreement (the "Financing Agreement") among the Trustee, the Authority and the Developer, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute and deliver the Financing Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 7 hereof, the approval DOCSOC\975325v4~22620.0026 of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Financing Agreement. Section 5. The Second Amendment to Amended and Restated Regulatory Agreement and Declaration of Restrictive Covenants (the "Regulatory Agreement Amendment") among the Authority, the Trustee and the Developer, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized and directed for and in the name of and on behalf of the Authority, to execute and deliver the Regulatory Agreement Amendment in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority including such additions or changes as are necessary or advisable in accordance with Section 7 hereof, the approval of such changes to be conclusively evidenced by the execution and delivery by the Authority of the Regulatory Agreement Amendment. Section 6. The Assignment and Intercreditor Agreement (the "Intercreditor Agreement") among the Authority, the Trustee and Fannie Mae, in the form presented to this meeting, is hereby approved. The Designated Officers of the Authority are, and each of them acting alone is, hereby authorized and directed, for and in the name and on behalf of the Authority, to execute said Intercreditor Agreement in said form, with such additions thereto or changes therein as are recommended or approved by such officers upon consultation with bond counsel to the Authority, the approval of such additions or changes to be conclusively evidenced by the execution and delivery by the Authority of the Intercreditor Agreement. Section 7. All actions heretofore taken by the officers and agents of the Authority with respect to the Amended and Restated Indenture, the Financing Agreement, the Regulatory Agreement Amendment and the Intercreditor Agreement are hereby approved, confirmed and ratified, and the proper officers of the Authority, including the Designated Officers, are hereby authorized and directed, for and in the name and on behalf of the Authority, to do any and all things and take any and all actions and execute and deliver any and all certificates, agreements and other documents, including but not limited to those described in the Amended and Restated Indenture, the Financing Agreement, the Regulatory Agreement Amendment and the Intercreditor Agreement, which they, or any of them, may deem necessary or advisable in order to consummate the amendment of the Indenture, the replacement of the Loan Agreement by the Financing Agreement, the amendment of the Regulatory Agreement and the execution and delivery of the Intercreditor Agreement, in accordance with this resolution and any resolution heretofore adopted by the Authority and in order to carry out the transactions contemplated by the Amended and Restated Indenture, the Financing Agreement, the Regulatory Agreement Amendment and the Intercreditor Agreement. Section 8. All further consents, approvals, notices, orders, requests and other actions permitted or required by the Amended and Restated Indenture, the Financing Agreement, the Regulatory Agreement Amendment and the Intercreditor Agreement or any related documents, including without limitation any of the foregoing which may be necessary or desirable in connection with any default under or further amendment of such documents, any transfer or other disposition of the Project, any substitution of credit enhancement for the Bonds or any redemption of the Bonds, may be given, taken or approved by the Administrator (as defined below) without further authorization by the Authority, and the Administrator is hereby authorized and directed to give any such consent, approval, notice, order or request and to take any such action which such officer may deem necessary or desirable to further the purposes of this resolution, the Amended and Restated DOCSOC\975325 v4L22620.0026 -3- Indenture, the Financing Agreement, the Regulatory Agreement Amendment and the Intercreditor Agreement and all other matters arising in connection with the Bonds. Section 9. The Authority hereby appoints the Executive Director, or his designee, as administrator/manager with respect to the amendments of the Indenture, the replacement of the Loan Agreement with the Financing Agreement, the amendment of the Regulatory Agreement and the execution and delivery of the Intercreditor Agreement and all other matters arising in connection with the Bonds (the "Administrator"). Section 10. This resolution shall take effect immediately upon its adoption. THE FOREGOING RESOLUTION is approved a~opted~naheim Housing Authority this 8th day of July, 2003. Chai~nan · ATTEST: / d SeCretary APPROVED AS TO FORM: DOCSOC\975325 v4X22620.0026 -4- STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAHEIM I, Sheryll Schor~e~Secretary of the Anaheim Housing Authority, do hereby certify that the foregoing Resolution No.hHg2 was passed and adopted at a regular meeting of the Anaheim Housing Authority held on the 8th day of July, 2003, by the following vote of the members thereof: AYES: Authority Members: NOES: Authority Members: None Chairman Pringle, ~a~ers F~cracken, Tait, Chavez, Hernandez ABSENT: Authority Members: None AND I FURTHER CERTIFY that the Chairman of the Anaheim Housing Authority signed said Resolution on the 8th day of July, 2003. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 8th day of July, 2003. DOCSOC\975325 v4X22620.0026