APIC1993-511009-73
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09/20; )5
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10/27/53
10128195
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC93- 5
A RESOLUTION APPROVING, AUTHORIZING AND
DIRECTING EXECUTION OF CERTAIN LEASE FINANCING
DOCUMENTS AND AUTHORIZING AND DIRECTING
CERTAIN ACTIONS WITH RESPECT THERETO
RESOLVED, by the Anaheim Public Improvement Corporation (the "Corporation"):
WHEREAS, the City of Anaheim (the "City"), working together with the Corporation, is
proposing to proceed with a lease financing; and
WHEREAS, in connection therewith, the City proposes to (i) refinance 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, the documents below specified have been filed with the Corporation, and the
members of the Corporation, with the aid of its staff, have reviewed said documents;
NOW, THEREFORE, it is hereby ORDERED and DETER34INED, as follows:
Section 1. The below-enumerated documents be and are hereby approved, and the
President, the Executive Director or the Finance Off'acer is hereby authorized and directed to
execute said documents, with such changes, insertions and omissions as may be approved by such
official, and the Secretary of the Corporation 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 Site and 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");
(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,
conslxuction, installation and equipping of the New Improvements and the Parking Improvements;
(e) an assignment agreement, by and between the Corporation and the Trustee, pursuant to
which the Corporation will assign certain of its rights under the Lease Agreement, including its
right to receive lease payments thereunder, to the Trustee;
(f) a trust 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");
and
(g) a contract of purchase, by and among the Underwx'iter, the City and the Corporation,
pursuant to which the Underwriter agrees to purchase the Certificates.
Section 2. The President, Executive Director, Finance Officer, Secretary and other 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 and the lease f'mancing
herein authorized.
The FOREGOING RESOLUTION was approved and adopted by the Board of Directors of
the Anaheim Public Improvement Corporation this 9th day of November, 1993, by the following
vote:
Attest:
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION
PRESIDENT OF THE AN/~EIM PUBLIC
IMPROVEMENT CORPORATION
STATE OF CALIFORNIA )
ORANGE COUNTY )
C1TY OF ANAHEIM )
I, LEONORA N. SOHL, Secretary of the Board of Directors :-of the Anaheim Public
Improvement Corporation, do hereby certify that the foregoing Resoluti0i~ No. APIC93- 5 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 9th day of November, 1993, by the
following vote of the members thereof:
AYES: BOARDMEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly
NOES: BOARD MEMBERS: None
ABSENT: BOARD IV[EMbERS: None
AND I FURTHER CERTIFY that the-President of the Anaheim Public Improvement
Corporation signed said Resolution No. APIC93- ~ on the 10ch dayof~, 1993.
IN WITNESS WHEREOF, I have hereunto Set my hand and affixed the official seal of the
Anaheim Public Improvement Corporation this 10ch day of November , 1993.
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORA/ION
(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- 5 duly passed and
adopted by the Board of Directors of the Anaheim Public Improvement Corporation on November
9, 1993.
IMPROVEMENT CORPORATION
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