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APIC1993-611009-76 /FIHW:B~:~ 11/29/93 ANAHEIM PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. APIC93-_~._ RESOLUTION AUTHORIZING EXECUTION OF A FIRST AMENDMENT TO SITE LEASE AND A FIRST AMENDMENT TO LEASE AGREEMENT IN CONNECTION WITH THE 1993 ARENA LAND REFINANCING PROJECT RESOLVED, by the Board of Directors of the Anaheim Public Improvement Corporation (the "Corporation"), as follows: WHEREAS, the City of Anaheim, California (the "City"), and the Corporation have heretofore entered into the Site Lease, dated as of November 1, 1993 (the "Site Lease"), pursuant to which the City leased certain real property, described in Exhibit A thereto (the "Site "), to the Corporation and the Corporation leased the Site from the City; WHEREAS, the Corporation 'and the City have heretofore entered into the Lease Agreement, dated as of November 1, 1993 (the "Lease Agreement"), pursuant to which the Corporation leased the Site to the City and the City leased the Site from the Corporation; WHEREAS, the Corporation and Bank of America National Trust and Savings Association (the "Trustee ") have heretofore entered into the Assignment Agreement, dated as of November 1, 1993, pursuant to which the Corporation assigned to the Trustee its,,~;ght to receive lease payments made by the City under the Lease Agreement (the "Lease Payments - WHEREAS, the City, the Corporation and the Trustee have heretofore entered into the Trust Agreement, dated as of November 1, 1993 (the "Trust Agreement "), pursuant to which, among other things, the Trustee executed and delivered certificates of participation representing direct, undivided fractional interests in the Lease Payments (the "Certificates "); WHEREAS, the City has determined that the description of the Site, as set forth in the Site Lease and the Lease Agreement is incorrect; WHEREAS, the City deems it necessary and desirable that the Site Lease and the Lease Agreement be amended to provide for a revised description of the Site acumtely reflecting the description intended to be included therein; WHEREAS, Section 8.3(b) of the Lease Agreement authorizes amendment of the Lease Agreement, in accordance with the provisions of Article X of the Trust Agreement; WHEREAS, Section 10.01 of the Trust Agreement provides that the Lease Agreement and the fights and obligations provided thereby may be modified or amended at any time without the consent of the owners of the Certificates, inter alia, to cure, correct or supplement any ambiguous or defective provision contained therein and which shall not, in the opinion of nationally recognized bond counsel, adversely affect the interests of the Owners of the Certificates; and WHEREAS, the City and the Corporation have received the opinion of special legal counsel that amendment of the Site Lease and the Lease Agreement, to provide for a revised description of the Site, as described above, will not adversely affect the interests of the owners of the Certificates; NOW, THEREFORE, it is hereby DETERMI D and ORDERED as follows: Section 1. A first amendment to the Site Lease, in the form attached hereto as Exhibit A, be and the same is hereby approved, and the President, the Executive Director or the Finance Officer is hereby authorized and directed to execute said amendment, with such changes, insertions and omissions as may be approved by such official, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 2. A first amendment to the Lease Agreement, in the form attached hereto as Exhibit B, be and the same is hereby approved, and the President, the Executive Director or the Finance Officer is hereby authorized and directed to execute said amendment, with such changes, insertions and omissions as may be approved by such official, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 3. The President, the Executive Director, the Finance Officer, the Secretary and all other appropriate officials of the Corporation are hereby authorized and directed to execute such other agreements, documents and certificates as may be necessary to effect the purposes of this resolution. Section 4. This Resolution shall take effect upon its adoption by the Board. The FOREGOING RESOLUTION was approved and adopted by the Board of Directors of the Anaheim Public Improvement Corporation this 14th day of December, 1993, by the following vote: Attest: SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION -2- STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) I, LEONORA N. SOI-IL, Secretary of the Board of Directors of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing Resolution No. APIC93- 6 was introduced and adopted at a regular meeting provided by law of the Board of Directors of the Anaheim Public Improvement Corporation held on the 14th day of December, 1993, by the following vote of the members thereof: AYES: BOARD MEMBERS: Feldhaus, Simpson, Pickler, Hunter, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER CERTIFY-that the President of the Anaheim Public Improvement Corporation signed said Resolution No. APIC93- 6 on the 15th day of December ,1993. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Anaheim Public Improvement Corporation this 15th day of December , 1993. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing is the original of Resolution No. APIC93- 6 duly passed and adopted by the Board of Directors of the Anaheim Public Improvement Co~oration on December 14, 1993. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION -3- EXHIBIT A EXHmIT B [FORM OF AMENDMF_NTS TO BE ATI'ACHED] 11009-76 JHHW:BDQ:rhc 11129/93 AFTER RECORDATION PLEASE RLTURN TO: lones Hall Hill & White, A Professional Law Corporation Four Embarcadero Center, 19th Hoor San Francisco, CA 94111 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIFORNIA DOCUMEaNTARY TPd~dqSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS' EXEMPT FROM RECORDING ImF. ES PURSUANT TO SECTION 27383 OF THE CALIFORNIA GOVERNMENT CODE. FIRST AMEND~LENT TO SYFE LEASE Dated as of December 1, 1993 by and between the CITY OF ANAHEIM, CALIFORNIA and the ANAHEIM PUBLIC I2~EPROVEMENT CORPORATION Amending that certain Site Lease dated as of November 1, 1993 by and between the City of Anaheim, California and the Anaheim Public Improvement Corporation FIRST AMENDMENT TO SITE LEASE THIS FIRST AMENDM'ENT TO SITE LEASE, dated as of December 1, }993, by and between the CITY OF ANAHEIM, CAI.~'ORNIA, a mmficipal corporation and general law city organized and existing under the laws ef the State of California, as lessor (the "CIO' "), and the ANAHEIM PUBLIC hMPRO~/EMENT CORPORATION, a nonprofit,, public benefit corporation organized and existing under the laws c.f the State of California, as lessee (the "Corporation "), amending that certain Site Lease, dated as of November I, 1993, by and between the City and the Corporation, and recorded in the Official Records of Orange County, California, on November 9, 1993, as Instrument No. 93- (the "Site Lease "); W!TNES SETH: WHEREAS, the City and the C. orporation have heretofore entered into the Site Lease pursuant to which the City leased certah~ real property, described in Exhibit A thereto (the "Site "), to the Corporation and the Corporation leased the Sitd from the City; WHEREAS, the Corporation and the City have heretofore entered into the Lease Agreement, dated as of November 1, 1993 (the "Lease Agreement"), pursuant to which the Corporation leased the Site to the City an.:l the City leased the Site from the Corporation; WHEREAS, the Corporation and Bank of America National Trust and Sa',,rings Association (the "Trustee ") have heretofore entered into the Assignment Agreement, dated as of November 1, 1993, pursuant to which the Corporation assigned to the Trustee its fight to receive lease payments made by the City under the I_,ease Agreement (the "Lease Payments "); WHEREAS, the City, the Corporation as,.d the Trustee have heretofore entered into the Trust Agreement, dated as of Novemlx:r 1, 1993 (the "Trust Agreement "), pursuant to which, among other things, the Trustee executed and delivered certificates of pm'ticipafion representing direct, undivided fractional interests in th,: Lease Payments (the "Certificates "); WHV. REAS, the City has deternfined that the description of the Site, as set fo~da in the Site Lease and the Lease Agreement is incorrect; WHEREAS, the City deems it necessary and desirable that the Site Lease and the Lease Agreement be amended to provide for a revised description of the Site acurately reflecting the description intended to be included therein; ~ WHEREAS, Section 8.3(b) of the Lease Agreement authorizes amendment of the Lease A=meement, in accordance with the provisions of Article X of the Trust Agreement; WHEREAS, Section 10.01 o£ thc: Trust Agreement provides that the Lease Agreement ,and the fights and obligations provided thereby may be modified or amended at any time without *,he consent of the owners of the Certificates, inter alia, to cure, correct or supplement any ambiguous or defective provision contained therein and which shall not, in the opinion of nationally recognized bond counsel, adversely affect ~.e interest:a of the owners of the Certificates; and WHEREAS, the City and the Corporation have received the opinion of special legal counsel that amendment of the Site [.ease and the Lease Agreement, to provide for a revised description of the Site, as described aboYe, will not adversely affect the i. nterests of the owners of the Certificates; NOW, THEREFORE, in consideration of the dove premises and of the mumm covenants hereinafter contained and for other geod and v~uxble consideration, the parties hereto agree as follows: SECTION I. Amendment of th~eLease. ~'fl:dbit A to the Site Lease is hereby amended to read as follows: -2- SECTION 2. F~x.e.g_hlfig~c~C.9..tmr. erparts. This First Amendment to Site Lease may be executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. SECTION 3. ~!~.aw. Th.~s Fkst Amendment to Site Lease shall be governed by and construed in accordance with the laws of the State of California. IN WITNESS WHEREOF, the Ci!y has caused this Fkst Amendment to Site Lease to be executed and attested in its name by its da!y' auhhodzed officers and the Corporation has caused this First Amendment to Site Lease to be exezuted in its corporate name by its duly authorized officers, as of the date hereinabove .mated. CITY OF ANAHEIM, CALIFORNIA By:. Finance Director City Clerk ANAHEIM PUBLIC IMPROVEMEt,rr CORPORATION By: Enance Officer Secretary. STATE OF CALIFORNIA COUNTY OF ORANGE SS. On this day of ..... in the year 1993, before me, the undersigned notary public, personally appeared George P. Fezrone and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfactory e',ddence), to be the persons whose names are subscribed to the within instrument as Finmce Dkector and City Clerk, respectively, of the CITY OF ANAHEIM, CALIFORNIA, and acknowledged to me that they executed hhe same in their authorized capacities, and that by their signatures on the instrument the persons, or the entiD' upon behalf of which the persons acted, executed the in.qtmment. WITNESS my .hand and official seal. (No,~rial Seal) $ignam~ c~ Nora7 Public Typed c~ Ptintt~d Name NOTARY PUBLIC FOR THE STATE OF CALIFO~'qlA My Commission Expires: STATE OF CALIFORNIA COUNTY OF ORANGE SS. On this day of ....... in the. year 1993, before me, the undersigned notary public, personally appeared George P. Ferrone and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfacto~; e,,4dence), to be th~ persons whose names are subscribed to the within instrument as Finance Officer and Secretary, respectively, of the ANAHEIM PUBLIC IMPROVEMENT CORPOIL~.TION, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatuxes on the instrument ~qe r~.mnnq or the entity' Upon behalf of which the persons acted, executed the insmmnent. WITNESS my hand and official .-*:al. (Notarial S~al) Sig~ann'~ of Notary ~lic Typed c~ Pc~t~d N~n~ NOTARY PL~.~C FOR THE STATE OF CALIFORNIA My Comm~on Exphes: 11009-76 J/-[HW:BDQ:rhc 11/29/93 A_VIER RECORDATION PLEASE RaE ~'UjP~q 'iO: Jones Hall Hill & White, A Professional Law Corporation Four Embam,xlero Center~ 19th Floor San Fraacisco, California 94111 Attention: Brian D. Quint, Esq. THIS TRANSACTION IS EXEMPT FROM CALIt:ORNIA DOCUMENTARY TRANSFER TAX PURSUANT TO SECTION 11922 OF THE CALIFORNIA REVENUE AND TAXATION CODE. THIS DOCUMENT IS '. EXEMPT FROM RECORDING FEES PURSUANT 'TO SECTION 27383 OF THE C.~dLIFORNIA GOVERNMENT CODE. FIRST AMENDMENT TO LF_~,kSE AGREEMENT Dated ~.~ of December 1, 1993 by and between the ANAHEIM PUBLIC ]'MPROVEMENT CORPORATION and the CITY OF ANAHEIM, CALIFORNIA Amending that certain Lease Agreement dated as of November 1, 1993, by and between the Anaheim Public Improvement Corporation and the City of Anaheim, California FIRST AMENDMEN~r TO LEASE AGREEMENT THIS FIRST AMENDbIENT TO LEASE AGREEMENT, dated as of December 1, 1993, by and between the ANAHEiM PUBLIC IMPROVEMENT CORPORATION, a nonprofit, public benefit corporation organized and existing under the laws of the State of California, as lessor (the "Corporation"), and the CITY OF ANAHEIM, CALIFORNIA, a municipal corporation and general law city organized ,and existing ~mder the laws of the State of California, as lessee. (the "City"), mending that certain Lease Agreement, d~ed as of November !, 1993, by and between the Corporation and the City, and recorde;d in the Official Records of Orange County, California, on November 9, 1993, as Instrument No. (the "Lease Agreement"); W'I T N £ S SETH: WHEREAS, the City and the Cr~rporation have heretofore entered ,into the Site Lev_se pursuant to which the City leased certain real property, described in Exhibit A thereto (the "Site "), to the Corporation and the Corporation leased the Site'from the City; WHEREAS, the Corporatior! .mad the City have heretofore entered into the Lease Agreement, dated v~s of November !, 1993 (the "Lease Agreement j, pursuant to which the Corporation leased the Site to the City and ~e City leased the Site fi'om the Corpo. ration; WHEREAS, the Corporation and Ba~ of America Nation~ Trust and Savings Association. (the "Trustee ") have heretofore entered into the Assignmem A~'eement, dated as of November 1, 1993, pursuant to which tile Cmpomtion ~'~ssi~ed to the Tmste. e its right to receive lease payments; made by the City under the Lease Agreement (the "Lease Pa.ynmnts "); WHEREAS, the City, the Corporation and the Trustee have heretofore entered into the Trust Agreement, dated as of November 1, 1993 (the "Trust Agree~nent "), pursuant to which, among other things, the Trustee executed and delivered certifica;'z.s of participation representing direct, undivided fractional interests in the Ix.axe Payments (the "(~rtificates "); WHEREAS, the City has determhxed that the description of the Site, as set forth in tine Site l. xmse and the Lease Agreement is incorrect; WHIEREAS, the City deems it necessary and desimble that the Site Lease ane, the Le. asc Agreement be amended to provide for a revised description of the Site acurately ~eflecting the description intended to be included therein; WHEREAS, Section 8.3(b) of the Lease Agreement authorizes amendment of the ,Lease Agreement, in accordance with the prov{slons of Article X of the Tr,.kst Agrecracnt; WHEREAS, Section 10.01 of the Trust Agreement provides that the I.ease Agreement and the fights and obligations provided thereby may be modified or mnended at any time without consent of the owners of the Certificates, inter alia, to cure, conect or supp'.,ement any ambiguous or defective provision contained therein and which shall not, itl the opinion of nationally recognized bond counsel, adversely affect the interests of the owners of fl',e Certificates; and WHEREAS, the City and the Oorporation have received the opinion of special legal counsel that amendment of the Site Lease and the Lease Agreement, to t.'rovide for a revised description of the Site, as described abow:, will not adversely affect the interests of' the owners of the Certificates; NOW, TI-IEREFORE, in consider~.tion of the '~ove prerrdses mid of the mutual covenm~ts hereinafter contained and for otlmr goo'd a/id valuable consideration, tl~e parties tin.to aglzo as follows: SECTION' 1. Pa..qlr, l~tlq~.L_Ollke,_~..~l~e Ag~llllmli. Exhibit B t¢~ the Lease Agreement is hereby mnended to read as foliowa: -2. SECTION 2. ~u~.~g.~:~. 'i'!~s First Amendment to Lease Agreement may be executed in several counterparts, e~cb of w.hich shall be an original and all of which shall constitute but one and the same inst~xmaent. SECTION 3. App!icabl~ Law. 't~cfis First .Amendment to Lease Agreement shall be governed by and construed in accordaqce wir.,h the laws of the S.ate~t o~' Cal~forma.' ' IN WITNESS WHEREOF, the (.orporat.on has caused this First Amendment to Lease Agreement to be executed in its corporate name by its duly authorized officers; and the City has caused this Fa-st Amendment to Lease Agreement to be executed and attested in its name by its duly authorized officers, as of the date heminatmve stated. ANAHEIM PUBLIC IMPROVEMENT CORPORATION Attest: By;__ Finance Officer ~ OF Y,~N~~, CALIFO~ A~ By: ...... Finance Director City Clerk STATE OF CALIFORNIA COUNTY OF ORANGE SS. On this day of ,, in the year 1993, before me, the undersigned notary public, personally appeared George P. Fe:rrone and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfactory ~:vidcnce), to be the persons whose names are sub~ribed to the within instrument as F;,nance Off,mr and Secretary, respectively, of the ANAHEIM PUBLIC IMPROVEMENVr CORPORATION, and acknowledged to me that they executed the same in their authorized capacities, and tlmt by their signatures on the instrument the persons, or' the entity tipon behalf of which the. persons acted, executed the instrument. WITNESS my.hand and official 'seal. (No~-ial Seal) Si~. of No~7 Public NOTARY PUBLIC FOR THE STATE OF My' Cormnission Expires: STATE OF CALIFORNIA COUNTY OF ORANGE SS. On this day of _, ia the year 1993, before me, the undersigned notary public, personally appeared George P. Fcrrone and Leonora N. Sohl, personally known to me (or proved to me on the basis of satisfactory evidence), to be the persons whose names are subscribed to the within instrument as F'mance Director and City Clerk, respectively, of the CITY OF ANAHEIM, CALIFORNIA, and aclmowledged to ,ne that they executed the aame in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons ac'ted, executed the instmmer~t. WYrNESS my hand and official seal. (Notarial Seal) $ign~z,-~ ~ Nolzry TTped m l~-inu:d NOTARY PUBLIC FOR THE STATE OF CALIFORaN'IA My Cormrfissioa Expires: NOW, THEREFORE, it is hereby DETERMINED and O[UDERED as follows: Section I. A first amendment to the Sile Lease, in the form attached hereto as Exhibit A, be and the same is hereby approved, and thc President, the Executive Director or the Finance Officer is hereby authorized and direcled to execute said amendment, with such changes, insertions and omissions as may be approved by such oi'Scial, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 2. A first amendment to the Lease Agreement, in the form attached hereto as Exhibit B, be and the same is hereby app:'oved, and the President, the Executive Director or the Finance Officer is hereby authorized and directed to execute said amendment, with such changes, insertions and omissions as may be approved by such official, and the Secretary is hereby authorized and directed to attest to such official's signature. Section 3. The President, the Executive Director, the Finance Officer, the Secretary and all other appropriate officials of ti~¢ Corporation are hereby authorized and directed to execute such other agreements, documents and certifict, tes as may be necessary to effect the pur?oses of this resolution. Section 4. This Resolutio~ shall t.~.ke effect upon its adoption by the Board. The FOREGOING RESOLUT'h.')N was approved and adopted by the Board of Directors of the Anaheim Public Improvement Corporation this 14th day of December, 1993, by the following vote: ORI~!N,~L SIGNED BY lOi~ DAL'f PRESIDENT OF TilE ANAHEIM IMPROVEMENT CORPORATION Attest: LEOKX3,-RA I~. 86HL ~i~, Clsrk SECRETARY OF THE ANAItEIM PUI?,LIC IMPROVEMENT CORPORATION -2- STATE OF CALIFORNIA ) ORANGE COUNTY ) CITY OF ANAHEIM ) I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Improvement Co~'poration, do hereby ce~.ify that the foregoing Resolution Nc). APIC93- 6 was introduced and adopted at a regular ~n(:eti:~g provided by law of the Board of Directors of the Anaheim Public Improvement Coq)mation held on the 14th day of December, 199.3, by the following vote of the members thereof: AYES: BOARD MEMBERS: Felzthaus, Simpson, Pickler, Hunter, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: lqone AND I FURTHER CERTIFY lhat the President of the M-,aheim Public Improvement Corporation signed said Resolution No. APIC93- 6 on the 15rh da'/of Decembe'," , 1993. ~ WITNESS W~OF, I have~ hereunto set my hand and affixed the official seai of the ~aheim Public Improvement Corporation fids 15Eh day of Decembt~r ._~ 1993. City Cl~r~k S~C~T,~Y O~ TH~ ~AIt~IM PUBLIC I~KOVEM~NT CO,POrTiON (SEAL) I, LEONORA N SOl!L, Secretary of the Anaheim Public hnprove:nent Ccrporation, do hereby certify that the foregoh:g is the o~iginal of Resolution No. APIC93-_~_.__.~ duly passed and adopted by the Board of Directors of thc Anaheim Public Improvement Corporation on December 14, 1993. 0rit~h~.l @i~,r)~ I~ City Cl~rk SECRETARY OF THE ~j~,~I[~IN.I PUBLIC IMPROVEMENT CO~3~ORA'TION -3- EXItlBIT A EXHIBIT B [FORM OF Ac, dENDMENTS TO BE Aqq'ACHED]