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APIC1993-411009-76 JHHW:BDQ:rhc 09/23/93 09/27/93 ANAHEIM PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. APIC93. 4 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, California (the "City"), working together with the Corporation, is proposing to proceed with a lease financing; WHEREAS, in connection therewith, the City proposes to refinance the acquisition of certain land relating to the Anaheim Arena (the "Site"), as more particularly described in the hereinafter defined Lease Agreement, by providing for an advance deposit of lease payments due by the City to the Corporation under a lease agreement, dated as of November 1, 1989, by and between the Corporation and the City and providing for the defeasance of certain certificates of participation executed and delivered by State Street Bank and Trust Company of California, N.A., as trustee (the "1989 Trustee"), under a trust agreement, dated as of November 1, 1989, by and among the City, the Corporation and the 1989 Trustee; WHEREAS, it is in the public interest and for the public benefit that the Corporation 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 DETERMINED, as follows: Section 1. The below-enumerated documents be and are hereby approved, and the President, Vice President, Executive Director or Finance Officer 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 1989 Trustee relating to the termination of certain documents relating to the original financing of the Site; (b) a site lease relating to the Site, by and between the City, as lessor, and the Corporation, as lessee; (c) a lease agreement relating to the Site, by and between the Corporation, as lessor, and the City, as lessee (the "Lease Agreement"); (d) a lxust agreement, by and among the Corporation, the City and a trustee bank to be selected, 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; and (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. Section 2. The President, Vice 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 financing herein authorized. The FOREGOING RESOLUTION was approved and adopted by the Board of Directors of the Anaheim Public Improvement Corporation this 12th day of October, 1993, by the following vote: Attest: SECRETARY OF THE ANAHEIM 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 Resolution No. APIC93- 4 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 12th day of October, 1993, by the following vote of the members thereof: AYES: BOARD MEMBERS: Feldhaus, Hunter, Pickler, Simpson, Daly NOES: BOARD MF~BERS: None ABSENT: BOARD IV[EMBERS: None AND I FURTHER CERTIFY that the President of the Anaheim Public Improvement Corporation signed said Resolution No. APIC93- 4 on the 13th day of October ,1993. IN WrrNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the Anaheim Public Improvement Corporation this 13th day of October, 1993. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvea~aent Corporation, do hereby certify that the foregoing is the original of Resolution No. APIC93- 4 duly passed and adopted by the Board of Directors of the Anaheim Public Improvement Corporation on October 12, 1993. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION