APIC1999-1RESOLUTION NO..APSe 99 .-t
A RESOLUTION OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION APPROVING,
AUTHORIZING AND DIRECTING EXECUTION OF A
NON-DISTURBANCE AND ATTORNMENT
AGREEMENT, ACKNOWLEDGMENT AND
CONSENT AND RELATED DOCUMENTS, AND
AUTHORIZING AND DIRECTING CERTAIN
ACTIONS WITH RESPECT THERETO
WHEREAS, the Anaheim Public Improvement Corporation, a non-profit, public
benefit corporation organized and existing under the laws of the State of California (the
"Corporation"),working together with the City of Anaheim, California (the "City"), has, pursuant
to a lease financing (i) refinanced the design, construction, installation and equipping of an
approximately 19,200-seat sports and entertainment area (the "Facility"), (ii) financed the design,
construction, installation and equipping of certain improvements thereto, (iii) financed certain
nearby parking improvements, (iv) provided for the payment of a territorial rights payments to
the L.A. Kings, Ltd. (the "Kings"), pursuant to a Territorial Rights Agreement, between the
Manager (as hereinafter defined) and the Kings, and (v) paid certain costs incurred with respect
to such refinancing and financing; and
WHEREAS, to accomplish the above-described lease fmancing the City has caused
to be executed and delivered $126,500,000 Certificates of Participation Municipal Adjustable Rate
Taxable Securities (1993 Arena Financing Project) (the "Certificates") evidencing the direct,
undivided fi'actional interests of the owners thereof in Lease Payments to be made to the
Corporation by the City as rental for the Facility and related property pursuant to a Lease
Agreement (the "Lease Agreement"), dated as of December 1, 1993 between the City and the
Corporation; and
WHEREAS, as security for the payment of the Certificates, Credit Suisse, acting
through its New York branch ("Credit Suisse") has issued its irrevocable, direct-pay Letter of
Credit (the "Letter of Credit") pursuant to the Bank Agreement, dated as of December 1, 1993,
among the City, Ogden Facility Management Corporation of Anaheim (the "Manager"), and Credit
Suisse; and
WHEREAS, the City has entered into the Second Amended and Restated Arena
Management Agreement (the "Management Agreement"), dated as of December 1, 1993, with the
Manager, a wholly-owned subsidiary of Ogden Corporation ("Ogden"), for the management of the
Facility; and
WItEREAS, the Manager and Mighty Ducks Hockey Club, Inc. (the "Team") have
entered into that certain Letter Agreement, dated as of March 31, 1993 (as amended, the "Team
Agreement") for play at the Facility; and
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WHEREAS, the City proposes to proceed with a financing to provide, after the
payment of transaction costs and expenses, a portion of the City Cash Shortfall payments by leasing
the Facility to a trustee upon the payment to the City of an initial rent payment which will provide
such financing; and
WltEREAS, the City proposes to sublease the Facility back from the Trustee on
terms and conditions requiring the City to make certain basic rental and other payments, which
payment obligations are special obligations payable fi:om the net revenues of the Facility, including
amounts available pursuant to the Management Agreement; and
WHEREAS, in connection with the lease and sublease arrangement described
above, the City has requested the consent of Credit Suisse; and
WHEREAS, Credit Suisse, as a condition of such consent, has requested certain
assurances fi'om the Corporation; and
WHEREAS, it is in the interest and for the benefit of the Corporation that the
Corporation authorize and direct the execution of the documents specified below and certain other
actions in connection therewith; and
WHEREAS, a draft of each of the documents specified below has been presented
to this meeting, the members of the Board of Directors, with the aid of its staff, have reviewed said
documents;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. Each of the documents described below, and each of the
documents related to or referred to in these documents, all in substantially the form presented to
this meeting, be and hereby is approved and each of the Chairman of this Corporation, and each
of the officers of this Corporation, and their authorized deputies and agents, acting singly, is
hereby authorized and directed to execute each of said documents, it not being required that the
same official execute all of said documents, with such changes, insertions and deletions as may
be approved by the official executing the document, the execution thereof being conclusive
evidence of such approval, and the Secretary of this Corporation is hereby authorized and
directed to attest such official's signature:
(a) Acknowledgment and Consent among the City, the Corporation, Credit
Suisse, and Ogden pursuant to which Credit Suisse consents to the lease and
sublease transaction described above.
(b) Non-Disturbance and Attornment A~eement among the City, the
Corporation, the Team, the Manager, the Trustee and other parties to the
transaction, providing that the Team's right to the use and possession of the
Facility will not be disturbed on account of the transaction.
Section 2. The Chairman of this Corporation, and each of the officers
of this Corporation, and their authorized deputies and agents, acting singly, are hereby authorized
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and directed to execute such other agreements, documents and certificates, as may be necessary
to effect the purposes of this resolution, the documents authorized hereby and the transactions
herein and therein authorized.
adoption.
Section 3.
This Resolution shall take effect from and after its
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The FOREGOING RESOLUTION was approved and adopted by the Board of
Directors of the Anaheim Public Improvement Corporation this ~ day of January, 1999 by the
following vote:.
Attest:
Leonora Sohl, Secretary
Anaheim Public Improvement Corporation
By:
Anaheim Public Improvement Corporation
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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. APIC99-1 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 26th day of January, 1999, by the following vote of the
members thereof:
AYES:
BOARD MEMBERS: Feldhaus, Kring, Tait, McCracken, 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.
APIC99-1 on the 26th day of January, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of
Anaheim this 26th day of January, 1999.
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. APIC99-1 duly passed and adopted by
the Anaheim Public Improvement Authority on January 26, 1999.
SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY