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ARA-2007-012RESOLUTION NO. ARA-2007- 01 2 A RESOLUTION OF THE ANAHEIM REDEVELOPMENT AGENCY AUTHORIZING THE ISSUANCE AND SALE OF NOT TO EXCEED $218 MILLION 2007 TAX ALLOCATION REFUNDING BONDS (ANAHEIM MERGED REDEVELOPMENT PROJECT AREA) SERIES A AND SERIES B (TAXABLE), AND 2007 HOUSING TAX ALLOCATION REFUNDING BONDS (ANAHEIM MERGED REDEVELOPMENT PROJECT AREA) SERIES C AND SERIES D (TAXABLE); APPROVING DOCUMENTS AND AUTHORIZING OFFICIAL ACTIONS RELATED THERETO; AND AUTHORIZING CERTAIN OTHER ACTIONS WHEREAS, the Anaheim Redevelopment Agency ("Agency") is a community redevelopment agency duly created, established and authorized to transact business and exercise its powers, all under and pursuant to the Community Redevelopment Law (Part 1 of Division 24 (commencing with Section 33000) of the Health and Safety Code of the State of California) ("Redevelopment Law"), and the powers of the Agency include the power to issue bonds for any of its corporate purposes, including the purpose of refunding bonds previously issued by the Agency; and WHEREAS, a Redevelopment Plan for the Agency's Anaheim Merged Redevelopment Project Area (the "Redevelopment Project") including all component areas thereof ("Component Areas"), has been adopted in compliance with all requirements of the Redevelopment Law; and WHEREAS, the Agency has previously entered into loan agreements and borrowed funds from the Anaheim Public Financing Authority in the following original principal amounts: 1992 Loan $134,433,052.80 1997 Loan 27,905,000.00 2000 Loan 31,850,000.00 and WHEREAS, the Agency has previously entered into a Note Purchase Agreement with Citigroup Global Markets, Inc. dated as of November 1, 2006 providing for the issuance by the Agency of a Note in the principal amount of $17,875,000 (the "2006 Note"); and WHEREAS, the Agency wishes to prepay and refinance the 1992 Loan, the 1997 Loan, the 2000 Loan and the 2006 Note (collectively, the "Prior Loans") and to otherwise finance or refinance certain other redevelopment activities of the Redevelopment Project in the aggregate principal amount of $218 million; and DOCSOC/ 1243112v5/022621-0130 WHEREAS, the Agency entered into the Prior Loans for the purpose, among other things, of providing funds to pay or refinance costs of redevelopment activities, including redevelopment housing activities of the Agency relating to the Redevelopment Project payable from the Agency's Low and Moderate Income Housing Fund; and WHEREAS, in order to take advantage of prevailing market conditions and realize interest rate savings and/or restructure debt service for cash flow purposes, the Agency wishes at this time to issue its Anaheim Redevelopment Agency 2007 Tax Allocation Refunding Bonds (Anaheim Merged Redevelopment Project Area) Series A and Series B (Taxable) ("2007 Redevelopment Bonds") and Anaheim Redevelopment Agency 2007 Housing Tax Allocation Refunding Bonds (Anaheim Merged Redevelopment Project Area) Series C and Series D (Taxable) ("2007 Housing Bonds") in the aggregate principal amount of not to exceed $218 million (collectively, the "2007 Bonds"), pursuant to the Redevelopment Law, for the purpose of providing funds to repay all or part of the outstanding Prior Loans and financing redevelopment activities and other redevelopment housing activities of the Agency in net amounts up to an additional $28 million, pursuant to the Redevelopment Plan; and WHEREAS, the 2007 Redevelopment Bonds shall be issued in a principal amount not to exceed $181.5 million and shall be allocated in each case between a Series A and a Series B (Taxable) in such amounts as shall be determined in accordance with this resolution; and WHEREAS, the 2007 Housing Bonds shall be issued in a principal amount not to exceed $36.5 million and shall be allocated in each case between a Series C and a Series D (Taxable) in such amounts as shall be determined in accordance with this resolution; and WHEREAS, the 2007 Housing Bonds shall be secured by a pledge of available tax increment of the Agency for the Redevelopment Project chargeable to the Agency's Low and Moderate Income Housing Fund, to the extent set forth in the Indenture approved pursuant to Section 3 hereof; and WHEREAS, the 2007 Redevelopment Bonds shall be secured by a pledge of available tax increment of the Agency for the Redevelopment Project, exclusive of such housing fund revenues, and on a basis junior to certain existing obligations of the Agency to the extent set forth in the Indenture approved pursuant to Section 3 hereof; and WHEREAS, (a) the 2007 Bonds shall be sold to the Anaheim Public Financing Authority (the "Authority") for concurrent resale to Stone & Youngberg LLC (the "Underwriter") pursuant to Bond Purchase Agreements and a Preliminary Official Statement for each of the 2007 Housing Bonds and the 2007 Redevelopment Bonds, (b) the proceeds of the 2007 Bonds, together with other available moneys, will be applied to the prepayment and defeasance of the Prior Loans and any related bonds, pursuant to the terms of certain Escrow Agreements or other arrangements approved herein, and (c) the Agency will undertake to provide certain continuing disclosures pursuant to certain Continuing Disclosure Agreements, each in the form on file with the Executive Director, subject to completion as approved pursuant to this resolution; and WHEREAS, the Agency wishes at this time to authorize the issuance of the 2007 Bonds for the purpose of providing funds to refund the Prior Loans and to finance or refinance redevelopment housing and non-housing activities and to pay certain other costs related to the issuance of such 2007 Bonds. 2 DOCSOC/1243112v5/022621-0130 NOW, THEREFORE, BE IT RESOLVED by the Governing Board of the Anaheim Redevelopment Agency, as follows: SECTION 1. (a) The sale of the 2007 Bonds in an aggregate principal amount of not to exceed two hundred eighteen million dollars ($218,000,000) (or such lesser amount as may be specified in the Bond Purchase Agreement as approved by the Chair) for purposes referenced in the recitals hereto is hereby approved. (b) The 2007 Redevelopment Bonds shall be issued in the aggregate principal amount of not to exceed $181.5 million, and shall be allocated between the 2007 Bonds designated Series A and Series B (Taxable) in such amount as is determined by the Executive Director to provide for the efficient refinancing of the Prior Loans and for payment of additional and eligible redevelopment activities of the Agency in the net amount of not to exceed $20 million, in a manner consistent with applicable federal tax principles as determined by the Executive Director in consultation with Bond Counsel. (c) The 2007 Housing Bonds shall be issued in the aggregate principal amount of not to exceed $36.5 million, and shall be allocated between the 2007 Bonds designated Series C and Series D (Taxable) in such amount as is determined by the Executive Director to provide for the efficient refinancing of the Prior Loans and for payment of additional and eligible redevelopment housing activities of the Agency in the net amount of not to exceed $8 million, in a manner consistent with applicable federal tax principles. The principal amount of 2007 Housing Bonds and 2007 Redevelopment Bonds and the allocation to the Series A, Series B (Taxable), Series C, and Series D (Taxable) shall be conclusively set forth in the Indenture for each issue approved pursuant to Section 3. (d) The Agency hereby determines that the use of the proceeds of the 2007 Housing Bonds (or any debt refinanced thereby) outside the Project Area, or any Component Area is and will be of benefit to the Redevelopment Project, to the extent it occurs or has occurred. The Agency hereby determines that the interest on the 2007 Bonds designated "Series B (Taxable)" and "Series D (Taxable)" is intended to be subject to all applicable federal income taxation without regard to any exemption under Section 103 of the Internal revenue Code of 1986. SECTION 2. Each Preliminary Official Statement with respect to the 2007 Redevelopment Bonds and the 2007 Housing Bonds (collectively, the "Preliminary Official Statements"), in the form presented herewith, with such changes, insertions and omissions as the officer or officers executing said documents may require or approve is hereby approved, such approval to be conclusively evidenced by the execution and delivery thereof. The Executive Director of the Agency is hereby authorized to sign a certificate pursuant to Rule 15c2-12 promulgated under the Securities Exchange Act of 1934 relating to the Preliminary Official Statement. The Underwriter is hereby authorized to distribute copies of said Preliminary Official Statements to persons who may be interested in the initial purchase of the 2007 Redevelopment Bonds and the 2007 Housing Bonds, as applicable. The Chair or Executive Director of the Agency are hereby authorized and directed to execute, approve and deliver the final Official Statements in substantially the form of the Preliminary Official Statements, upon execution as authorized below. The Underwriter is hereby directed to deliver copies of any final Official Statements to all actual initial purchasers of the 2007 Bonds. DOCSOG1243112v5/022621-0130 SECTION 3. The Indenture of Trust between the Agency and U.S. Bank National Association for the 2007 Redevelopment Bonds (the "2007 Redevelopment Bond Indenture") and the Indenture of Trust between the Agency and U.S. Bank National Association for the 2007 Housing Bonds (the "2007 Housing Bond Indenture" and collectively with the 2007 Redevelopment Bond Indenture, the "Indentures") are hereby approved in substantially the form presented, together with such changes thereto as may be approved by the Executive Director on the advice of bond counsel, the Executive Director's execution thereof to be conclusive evidence of such approval. SECTION 4. Each Bond Purchase Agreement (collectively, the "Purchase Agreements") by and among the Agency, the Authority and the Underwriter providing for the sale of the 2007 Redevelopment Bonds and the 2007 Housing Bonds, respectively, to the Authority for concurrent resale to the Underwriter is hereby approved in substantially the form presented, together with such changes thereto as shall be approved by the Executive Director of the Agency upon the advice of bond counsel, the Executive Director's execution thereof to be conclusive evidence of such approval. With respect to the 2007 Redevelopment Bonds, in no event shall such Purchase Agreement provide (i) for underwriter's discount (exclusive of original issue discount) in excess of four-tenths of one percent (.4%) of the principal amount of the 2007 Bonds, (ii) for an interest rate in excess of six percent (6%) per annum in the case of the 2007 Bonds designated Series A or for an interest rate in excess of eight percent (8%) per annum in the case of the 2007 Bonds designated Series B (Taxable), or (iii) for principal amounts allocated to purposes materially in excess of the amounts referenced in the recitals hereto and Section 1 hereof. With respect to the 2007 Housing Bonds, in no event shall such Purchase Agreement provide (i) for underwriter's discount (exclusive of original issue discount) in excess of four-tenths of one percent (.4%) of the principal amount of the 2007 Bonds, (ii) for an interest rate in excess of six percent (6%) per annum in the case of the 2007 Bonds designated Series C or for an interest rate in excess of eight percent (8%) per annum in the case of the 2007 Bonds designated Series D (Taxable), or (iii) for principal amounts allocated to purposes materially in excess of the amounts referenced in the recitals hereto and Section 1 hereof. SECTION 5. The form of each Continuing Disclosure Certificate applicable to the 2007 Redevelopment Bonds and the 2007 Housing Bonds, respectively, (collectively, the "Continuing Disclosure Certificates") is hereby approved in substantially the form presented, together with such changes thereto as may be approved by the Executive Director of the Agency upon the advice of bond counsel, the Executive Director's execution thereof to be conclusive evidence of approval. SECTION 6. The form of each Escrow Agreement providing for the defeasance of the 1992 Loan, the 1997 Loan and the 2000 Loan (collectively, the "Escrow Agreements"} among the Agency, the Anaheim Public Financing Authority, and U.S. Bank National Association (or other entity as may be selected by the Executive Director to act as escrow bank), as Escrow Agent, is hereby approved in substantially the form presented, together with such changes thereto as may be approved by the Executive Director of the Agency upon the advice of bond counsel, the Executive Director's execution thereof to be conclusive evidence of such approval. The Executive Director may direct the Trustee to provide for the prepayment of the 2006 Loan pursuant to separate instructions. SECTION 7. All actions heretofore taken by the officers and agents of the Agency with respect to the issuance of the 2007 Bonds are hereby approved, confirmed, and ratified. The Chair, the Executive Director, the Secretary, the Treasurer, or any of their written designees ("Authorized Officers") and any and all other proper officers of the Agency are hereby authorized and directed, for and in the name and on behalf of the Agency, to do any and all things and take any and all actions DOC SOC/ 1243112v5/022621-0130 which they, or any of them, may deem necessary or advisable in order to consummate the purchase of the 2007 Bonds from the Agency and the sale and delivery of the 2007 Bonds to the Underwriter and to carry out the transactions contemplated by this resolution, the Indentures, the Escrow Agreements, the Continuing Disclosure Agreements, the Purchase Agreements, and the terms of any bond insurance and reserve surety bond commitments authorized hereunder. Such actions may include execution and delivery by the Authorized Officers, or any of them, of any agreements or other instruments with the City confirming (a) subordination by the City of any and all lien, right or interest of the City to tax increment revenues related to (i) payment of statutory pass-throughs, if any, payable to the City by the Agency pursuant to Health and Safety Code Sections 33607.5, 33607.7 or any related statutes, (ii) payment of amounts payable pursuant to that certain Cooperation Agreement between the Agency and the City entered into as of May 14, 1996, related to the Anaheim Stadium Recovery Project, or (iii) payments pursuant to any other loan, cooperation or other agreements between the Agency and the City to the lien and pledges provided pursuant to the Indentures for the 2007 Bonds and any related obligations, to the extent determined by the Executive Director upon the advice of the City Attorney to be reasonably necessary or convenient to facilitate the sale and delivery of the 2007 Bonds, the Authorized Officer's execution thereof to be conclusive evidence of such approval. Without limiting the foregoing the Authorized Officers, acting singly, are each authorized to (i) solicit bids on a municipal bond insurance policy and/or surety for reserve, (ii) negotiate the terms of such policy or policies, (iii) finalize, if appropriate, the form of such policy or policies with a municipal bond insurer, and (iv) if it is determined that the policy or policies will result in net savings for the Agency, pay the insurance premium of such policy or policies from the proceeds of the issuance and sale of the 2007 Bonds. SECTION 8. The Agency finds each and all of the Recitals provided herein are true and correct and are a substantive part of this Resolution. SECTION 9. The Secretary of the Agency shall certify as to the approval of this Resolution and copies of the final form of the documents approved herein shall be placed in the Secretary of the Agency's records and in the offices of the Agency. SECTION 10. This Resolution shall take effect upon adoption. DOCSOC/ 1243112v5/022621-0130 PASSED, APPROVED AND ADOPTED, this Twenty-Seventh (27th) day of November, 2007, by the following roll call vote: AYES: Chairman Pringle, Authority Members Hernandez, Sidhu, Galloway, Kring NOES: NONE ABSENT: NOS ABSTAIN: NOS ATTE S cretary ANAH REDEVELOP T GENCY Chairman DOCSOG1243112v5/022621-0130 STATE OF CALIFORNIA } COUNTY OF ORANGE ) CITY OF ANAHEIM ) CERTIFICATION The undersigned, Secretary of the Anaheim Redevelopment Agency does hereby certify that attached hereto is a true and correct copy of Resolution No.pg~~ppd2opted by the Governing Board of the Anaheim Redevelopment Agency on 11 27 , 2007, whichl Resolution has not been amended, rescinded, repealed or modified, and which Resolution is in full force and effect as of the date hereof. Date: 11 , 2007 Secretary of the Anahe~ eveloprnent Agency 7 DOCSOC/ 1243112v5/022621-0130