APFA 2005-001
APFA RESOLUTION NO. 2005- 01
RESOLUTION OF THE BOARD OF DIRECTORS OF THE
ANAHEIM PUBLIC FINANCING AUTHORITY, (I) APPROVING
THE FORMS OF AND AUTHORIZING THE EXECUTION OF A
FIRST SUPPLEMENTAL INDENTURE, AN AMENDED AND
RESTATED REMARKETING AGREEMENT AND OTHER
RELATED DOCUMENTS; (ll) APPROVING THE DELIVERY OF
A PRELIMINARY REOFFERING CIRCULAR AND THE
EXECUTION AND DELIVERY OF A REOFFERING
CIRCULAR; AND (1m APPROVING CERTAIN ACTIONS IN
CONNECTION THEREWITH
WHEREAS, the Anaheim Public Financing Authority (the "Authority") has previously issued its
Distribution System Revenue Bonds, Series 1999 (City of Anaheim Electric System Distribution
Facilities) (the "Bonds") in the aggregate principal amount of $45,000,000 pursuant to an Indenture of
Trost, dated as of September 1, 1999, by and among the Authority, the City of Anaheim (the "City") and
The Bank of New York Trust Company, N.A. (as successor to Hanis Trust Company of Cali fomi a), as
trustee; and
WHEREAS, the Bonds were originally issued bearing interest at a Long-Term Interest Rate from
the dated date of the Bonds to but not including October 1,2005 (the "Conversion Date"); and
WHEREAS, on the Conversion Date, the Authority intends to convert the interest rate on the
Bonds to another Long-Term Interest Rate and will cause the Bonds to be remarketed in accordance with
the tenns of the Indenture; and
WHEREAS, in order to make certain changes regarding the Long-Term Interest Rate and
optional redemption provisions therein, the Authority intends to amend the Indenture by executing and
delivering a First Supplemental Indenture of Trust (the "First Supplemental Indenture"), the proposed
form of which has been presented to this Board; and
WHEREAS, in order to set the remarketing fee for the remarketing and sale of the Bonds on the
Conversion Date and to add one or more underwriting firms to serve as remarketing agents thereunder,
the City intends to amend the Remarketing Agreement relating to the Bonds by executing and delivering
an Amended and Restated Remarketing Agreement (the "Amended and Restated Remarketing
Agreement"), the proposed fonn of which has been presented to this Board; and
WHEREAS, the Authority has determined that it is in the best public interest of the Authority to
approve the above documents and authorize and approve the transactions contemplated thereby;
NOW, THEREFORE, the Board of Directors of the Anaheim Public Financing Authority does
hereby resolve, determine and order as follows:
SECTION 1: The Board hereby approves the First Supplemental Indenture in the form thereof
on file with the Secretary, together with such additions thereto and changes therein as shall have been
approved by the Authorized Officers (as defined below), such approval to be conclusively evidenced by
the execution and delivery thereof; provided, however, that the interest rate on any maturity of the Bonds
shall not exceed 5.50% per annum.
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Each of the Chairman, the Executive Director and Authority Counsel, or their respective
designees (each, an "Authorized Officer"), is hereby authorized to execute, and the Secretary is hereby
authorized to attest and affix the seal of the Authority to the final fonn of the First Supplemental
Indenture, for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery
and performance of the First Supplemental Indenture.
SECTION 2: The Board hereby approves the Amended and Restated Remarketing Agreement
in the form thereof on file with the Secretary, together with such additions thereto and changes therein as
shall have been approved by an Authorized Officer, such approval to be conclusively evidenced by the
execution and delivery thereof; provided that the total remarketing fee shall not exceed 0.6% of the
principal amount of the Bonds remarketed. The Board hereby authorizes the Bonds to be remarketed at a
premium such that the total proceeds of remarketing shall not exceed $45,500,000. Each of the
Authorized Officers is hereby authorized to execute, and the Secretary is hereby authorized to attest and
affix the seal of the Authority to, the final form of the Amended and Restated Remarketing Agreement,
for and in the name and on behalf of the Authority. The Board hereby authorizes the delivery and
performance of the Amended and Restated Remarketing Agreement.
SECTION 3: The Board hereby approves the Preliminary Reoffering Circular relating to the
Bonds (the "Preliminary Reoffering Circular") in the form thereof on file with the Secretary, with such
additions thereto and changes therein as are approved by the any Authorized Officer, upon consultation
with the City Attorney, as counsel to the Authority, Fulbright & Jaworski L.L.P., Bond Counsel and
Disclosure Counsel ("Bond Counsel"). Each of the Authorized Officers is hereby authorized to execute
and deliver a certificate that deems the Preliminary Reoffering Circular to be final for purposes of SEC
Rule 15c2-12. Upon the pricing of the Bonds, each of the Authorized Officers is hereby authorized to
prepare and execute a final Reoffering Circular (the "Reoffering Circular"), substantially in the fonn of
the Preliminary Reoffering Circular, with such additions thereto and changes therein as approved by any
Authorized Officer, upon consultation with the City Attorney, as counsel to the Authority and Bond
Counsel, such approval to be conclusively evidenced by the execution and delivery thereof. The Board
hereby authorizes the distribution of the Preliminary Reoffering Circular and the Reoffering Circular by
the Remarketing Agents in cormection with the offering and sale of the Bonds.
SECTION 4: The Chairman, the Executive Director, the Treasurer and the Secretary of the
Authority and the other officers, employees and agents of the Authority are hereby authorized and
directed, jointly and severally, for and in the name of the Authority, to do any and all things and to take
all actions, including execution and delivery of any and all assignments, certificates, requisitions,
agreements, notices, consents, instruments of conveyance, warrants and other documents which they, or
any of them, may deem necessary or advisable in order to consummate the lawful reoffering and sale of
the Bonds, and to consummate the transactions contemplated by the First Supplemental Indenture, the
Amended and Restated Remarketing Agreement and this Resolution, and such actions previously taken
by such officers, employees and agents are hereby ratified and confirmed.
SECTION 5: This Resolution shall take effect from and after its date of adoption.
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APPROVED AND ADOPTED by the Anaheim Public Financing Authority this 23rdday of
August, 2005, by the following vote:
By
Cb;'AHE~PUBLIC
FINANCING AUTHORITY
AITEST: ~.I~:tic ~ k
RET Y OF THE ANAHEIM
PUBLIC FINANCING AUTHORITY
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STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim Public Financing
Authority, do hereby certify that the foregoing APFA Resolution No. 2005-Jl.L was introduced and
adopted at a regular meeting provided by law of the Board of Directors of the Anaheim Public Financing
Authority held on the .2Jday of August, 2005, by the following vote of the members thereof:
AYES:
BOARD MEMBERS: Chairman Pringle, Authority Members Sidhu, Hernandez
Galloway, Chavez
BOARD MEMBERS: None
BOARD MEMBERS: None
NOES:
ABSENT:
AND I FURTHER certify that the Chairman of the Board of Directors signed said APFA Resolution
No. 2005- 01 on the 23rd of August, 2005.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the Anaheim Public
Financing Authority this 24 th day of August, 2005.
'~
.."" ~
(><S~y 0 - THE ANAHElM
PUBLIC FINANCING AUTHORITY
(SEAL)
I, Sheryll A. Schroeder, Secretary of the Board of Directors of the Anaheim Public Financing Authority,
do hereby certify that the foregoing is the original APFA Resolution No. 2005-~ duly passed and
adopted by the Anaheim Public Financing Authority on Augustu., 2005.
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~REfARYOF ~ANAHE~
PUBLIC FINANCING AUTHORITY
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