99-019CITY OF ANAHEIM, CALIFORNIA
RESOLUTION NO. 99R-19
A RESOLUTION APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF A PARTICIPATION
AGREEMENT, HEAD LEASE, SUBLEASE AND
RELATED DOCUMENTS, AND AUTHORIZING AND
DIRECTING CERTAIN ACTIONS WITH RESPECT
THERETO
RESOLVED, by the City of Anaheim, California (the "City") as follows:
WHEREAS, the City, working together with the Anaheim Public Improvement
Corporation (the "Corporation") 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 temtorial 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 financing 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 fractional interests of the owners thereof in Lease Payments to be made 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, awholly-owned subsidiary of Ogden Corporation ("Ogden"), for the management of the
Facility; and
WHEREAS, pursuant to the terms of the Management Agreement, the City is
obligated to advance funds constituting City Cash Shortfall payments under the Management
Agreement if the operating revenues of the Facility are insufficient to pay operating expenses and
debt service, including amounts due with respect to the Certificates, in the years, to the extent and
on the terms and conditions set forth in the Management Agreement; and
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WHEREAS, the Manager and Mighty Ducks Hockey Club, Ina (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
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
WHEREAS, 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 aze special obligations payable from the net revenues of the Facility, including
amounts available pursuant to the Management Agreement; and
_. WHEREAS, certain City obligations under the sublease of the Facility are to be
guazanteed or assumed by Ogden pursuant to an agreement among the City, Ogden and the
Manager; and
WHEREAS, it is in the public interest and for the public benefit that the City
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 filed with
the City and the members of the City Council, 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 Mayor, the City Manager or the Director
of Finance, 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 City Clerk is hereby
authorized and directed to attest such official's signature:
(a) Partici ation Agreement among the City, Ogden, the Manager, State Street
Bank and Trust Company, National Association, as trustee (the "Trustee"),
Bankers Commercial Corporation (the "Equity Investor"), AIG-FP
Funding (Cayman) Limited, AIG-FP Special Finance (Cayman) Limited
(the "Debt Payment Provider"), and AIG Matched Funding Corp. (the
"Equity Payment Provider"), which agreement establishes the procedures
for closing the transaction and certain terms and conditions applicable to
parties to the transaction.
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(k) ~x Indemnification Agreement between the City and the Equity Investor,
pursuant to which the City makes certain representations to the Equity
Investor, and indemnifies the Equity Investor against tax consequences.
(1) Reaffirmation of Guaranty between the City and Ogden, pursuant to which
Ogden reaffirms its guaranty to the City of the Manager's obligations
under the Management Agreement.
(m) Closing (Fee etter between the City and Ogden, providing for allocation
of net proceeds of the transaction and payment of transaction costs.
(n) Memorandum of Head Lease Agreement between the City, as Head
Lessor, and Trustee, as Head Lessee, which provides record notice of the
Head Lease Agreement.
(o) Memorandum of Sublease Agreement between the Trustee, as Sublessor,
and the City, as Sublessee, which provides record notice of the Sublease
Agreement.
Section 2. The Mayor, the City Manager, the Director of Finance, the City
Treasurer, the City Attorney, the City Clerk and all other appropriate officials, employees and
agents of the City are hereby authorized and directed to execute such other agreements,
documents and certificates, as maybe necessary to effect the purposes of this resolution, the
documents authorized hereby and the transactions herein and therein authorized.
Section 3. This Resolution shall take effect from and after its adoption by this
City Council.
By:
A OR OF HE CITY OF AHEIM
Attest:
CITY CLERK OF THE CITY OF ANAHEIM
3
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing
Resolution No. 99R-19 was introduced and adopted at a regular meeting provided by law, of the
Anaheim City Council held on the 26th day of January 1999, by the following vote of the members
thereof:
AYES: MAYOR/COUNCIL MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly
NOES: MAYOR/COUNCIL MEMBERS: None
ABSENT: MAYOR/COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said Resolution No.99R-
19 on the 26th day of January, 1999.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of
Anaheim this 26th day of January, 1999.
~_~ ~-~-
CITY CLERK OF THE CITY OF ANAHEIM
(SEAL)
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the
original of Resolution No. 99R-19 was duly passed and adopted by the City Council of the City of
Anaheim on January 26th 1999.
CITY CLERK OF THE CITY OF ANAHEIM