93-21811009-73 JHHW:BDQ:rhc 09/20/93
10/21/93
10/27193
10/28/93
CITY OF ANAHEIM. CALIFORNIA
RESOLUTION NO. 93R- 218
RESOLUTION APPROVING, AUTHORIZING AND DIRECTING
EXECUTION OF CERTAIN LEASE FINANCING DOCUMENTS,
APPROVING THE FORM AND AUTHORIZING DISTRIBUTION OF A
PRELIMINARY OFFICIAL STATEMENT IN CONNECTION WITH THE
OFFERING AND SALE OF CERTIFICATES OF PARTICIPATION
RELATING THERETO, AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the City of Anaheim, C~ alifomia (the "City"), as follows:
WHEREAS, the City, working together with the Anaheim Public Improvement
Corporation (the "Corporation"), is proposing to proceed with a lease financing;
WHEREAS, in connection therewith, the City proposes to (i) retinarice the design,
construction, installation and equipping of an approximately 19,200-seat sports and
entertainment arena (the "Facility"), (ii) finance the design, construction, installation and
equipping of certain improvements thereto (the "New Improvements"), (iii) finance certain
nearby parking improvements (the "Parking Improvements"), (iv) provide for the payment of
$12,500,000 to L.A. Kings, Ltd. (the "Kings"), pursuant to a Territorial Rights Agreement,
between the Manager (as hereinafter defined) and the Kings, and (v) to pay certain costs incurred
with respect to such refinancing and financing, and it is in the public interest and for the public
benefit that the City authorize and direct execution of the hereinafter defined Lease Agreement
and certain other financing documents in connection therewith;
WHEREAS, Merrill Lynch & Co. (the "Underwriter") has been directed to prepare a
preliminary official statement containing information material to the offering and sale of the
Certificates of Participation described below; and
WHEREAS, the documents below specified have 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 I. The below-enumerated documents be and are hereby approved, and the Mayor,
the City Manager or the Finance Director is hereby authorized and directed to execute said
documents, with such changes, insertions and omissions as may be approved by such official,
and the City Clerk is hereby authorized and directed to attest to such official's signature:
(a) a termination agreement, by and among the City, the Corporation and The Bank of
New York Trust Company of California, relating to,the termination of certain documents relating
to the original financing of the Facility;
(b) a site and facility lease, between the City, as lessor, and the Corporation, as lessee;
(c) a lease agreement, between the Corporation, as lessor, and the City, as lessee (the
"Lease Agreement"), so long as the stated term of the Lease Agreement does not extend beyond
December 1, 2022, and so long as the aggregate principal amount of the Lease Agreement does
not exceed $130,000,000;
(d) an agency agreement, by and between the Corporation and the City, pursuant to which
the Corporation will appoint the City to act as its agent for the purposes of overseeing the design,
construction, installation and equipping of the New Improvements and the Parking
Improvements;
(e) a crust agreement, by and among the Corporation, the City and The Bank of New
York Trust Company of California, Los Angeles, California, as trustee, the selection of which
trustee is hereby approved (the "Trust Agreement"), relating to the financing, and the execution
and delivery of certificates of participation evidencing the direct, undivided fractional interests of
the owners thereof in lease payments to be made by the City under the Lease Agreement (the
"Certificates");
(f) a remarketing agreement by and between the City and Merrill Lynch Pierce, Fenner &
Smith Incorporated, as remarketing agent;
(g) an agreement by and among the City, the Manager and Credit Suisse, acting through
its New York Branch (the "Bank"), as issuer of a direct-pay letter of credit relating to the
Certificates;
(h) a Second Amended and Restated Arena Management Agreement, by and between the
City and Ogden Facility Management Corporation of Anaheim (the "Management Agreement");
and
(i) an assignment agreement, by and between the City and the Bank, pursuant to which
the City will assign certain of its rights under the Management Agreement and the Guaranty (as
defined in the Management Agreement).
Section 2. A contxact of purchase, by and among the Underwriter, the City and the
Corporation, pursuant to which the Underwriter agrees to purchase the Certificates, be and the
same is hereby approved, and the Mayor, the City Manager or the Finance Director is hereby
authorized and directed to execute said document, with such changes, insertions and omissions as
may be approved by such official, so long as the aggregate principal amount of Certificates does
not exceed $130,000,000 and so long as the Underwfiter's discount does not exceed twenty
hundredths percent (.2%).
Section 3. The City Council hereby approves the Preliminary Official Statement
describing the financing, in substantially the form on f'tie with the City Clerk, together with any
changes therein or additions thereto deemed advisable by the Mayor, the City Manager or the
Finance Director. The City Council authorizes and directs the Mayor, the City Manager or the
Finance Director, on behaff of the City, to deem "final" pursuant to Rule 15c2-12 under the
Securities Exchange Act of 1934 (the "Rule") the Preliminary Official Statement prior to its
distribution by the Underwriter.
Section 4. The Underwriter, on behalf of the City, is authorized and directed to cause the
Preliminary Official Statement to be distributed to such municipal bond broker-dealers, to such
banking institutions and to such other persons as may be interested in purchasing the Certificates
therein offered for sale as the Underwriter determines appropriate.
-2-
Section 5. The Mayor, the City Manager or the Finance Director is authorized and
directed to cause the Preliminary Official Statement to be brought into the form of a final official
statement (the "Final Official Statement") and to execute said Final Official Statement, dated as
of the date of the sale of the Certificates, and a statement that the facts contained in the Final
Official Statement, and any supplement or amendment thereto (which shall be deemed an
original part thereof for the purpose of such statement) were, at the time of sale of the
Certificates, true and correct in all material respects and that the Final Official Statement did not,
on the date of sale of the Certificates, and does not, as of the date of delive~ of the Certificates,
contain any untrue statement of a material fact with respect to the City or omit to state material
facts with respect to the City required to be stated where necessary to make any statement made
therein not misleading in the light of the circumstances under which it was made. The Mayor, the
City Manager or the Finance Director shall take such further actions prior to the sighing of the
Final Official Statement as are deemed necessary or appropriate to verify the accuracy thereof.
The execution of the final Official Statement, which shall include such changes and additions
thereto deemed advisable by the Mayor, the City Manager or the Finance Director and such
information permitted to be excluded from the Preliminary Official Statement pursuant to the
Rule, shall be conclusive evidence of the approval of the Final Official Statement by the City.
Section 6. The Final Official Statement, when prepared, is approved for distribution in
connection with the offering and sale of the Certificates.
Section 7. The Mayor, the City Manager, the Finance Director, the City Treasurer, the
City Clerk and all other appropriate officials of the City are hereby authorized and directed to
execute such other agreements, documents and certificates as may be necessary to effect the
purposes of this resolution and the financing herein authorized.
Section 8. This Resolution shall take effect upon its adoption by this City Council.
The FOREGOING RESOLUTION was approved and adopted by the City Council of the
City of Anaheim this 9th day of November, 1993. by the following vote:
MAYOR OF THE CITY O~NAHEIM
Attest:
CITY CLERK OF THE CITY OF
ANAHEIM
-3-
STATE OF CALIFORNIA )
ORANGE COUNTY )
CITY OF ANAHEIM )
I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the
foregoing Resolution No, 93R- 218 was introduced and adopted at a regular meeting provided
by law of the City Council of the City of Anaheim held on the 9th day of November, 1993, by
the following vote of the members thereof:
AYES: COUNCILM~MBERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES: COUNCIL MEMBERS: None
ABSENT: COUNCIL MEMBERS: None
AND I FURTHER CERTIFY that the Mayor of the City of Anaheim signed said
Resolution No. 93R~218 on the 10th day oflqovember, 1993.
IN WITNESS WHEREOF, I have hereunto set my hand and affLxed the official seal of
the City of Anaheim this 10~h day of November ,1993.
crrY 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. 93R- 218 duly passed and adopted by the Anaheum
City Council on November 9, 1993. .
CITY CLERK OF THE CITY OF
ANAHEIM