APIC1990-511009-34
JHHW:BDQ:kla
10/15/90
10/29/90
12/05/90
ANAHEIM PUBLIC IMPROVEMENT CORPORATION
RESOLUTION NO. APIC90-_..5' ;*
RESOLUTION APPROVING, AUTHORIZING AND DIREC'i~G
EXECUTION OF A FIRST AMENDMENT TO SITE LEASE AND A
FIRST AMENDMENT TO LEASE AGREEMENT RELATING TO THE
CITY OF ANAHEIM'S 1989 ARENA LAND ACQUISITION PROJECT,
AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH
RESPECT THERETO
RESOLVED, by the Anaheim Public Improvement Corporation (the "Corporation"):
WHEREAS, the Corporation and the City of Anaheim (the "City") have heretofore
entered into that certain Site Lease, dated as of November 1, 1989 (the "Site Lease"),
pursuant to which the City leased certain real property, described in Exhibit A to the Site
Lease (the "Sites"), to the Corporation and the Corporation leased the Sites from the City;
WHEREAS, the Corporation and the City have heretofore entered into that certain
Lease Agreement, dated as of November 1, 1989 (the "Lease Agreement"), pursuant to which
the Corporation leased the Sites to the City and the City leased the Sites from the Corporation;
WHEREAS, for the purpose of obtaining the moneys required to be acquire the Sites,
the Corporation assigned and transferred certain of its rights under the Lease Agreement to
State Street Bank and Trust Company of California, N.A. (the "Trustee"), and the Trustee
executed and delivered, pursuant to the terms of that certain Trust Agreement, dated as of
November 1, 1989, by and among the City, the Corporation and the Trustee (the "Trust
Agreement"), certificates of participation, each evidencing a direct, fractional interest in the
lease payments made by the City under the Lease Agreement, which certificates were sold to
investors;
WHEREAS, the Sites were acquired to provide a site for the construction of an
approximately 19,200-seat sports and entertainment arena in the City of Anaheim' (the
"Arena") and for other purposes in the vicinity of the Arena; ' '
WHEREAS, the City has commenced the process of financing construction of the Arena
and in the course of negotiations with credit enhancement Providers and others has
determined that it is necessary and desirable that the site upon which the Arena is constructed
(the "Arena Site") be unencumbered by any lien;
WHEREAS, the City proposes to amend the provisions of the Site Lease and the Lease
Agreement to substitute the Arena Site with another site within the City so as to cause the
Arena Site to be unencumbered;
WHEREAS, the City has identified such substitute site which has a value in excess of
the value of the Arena Site and which substitute site is improved by a municipal facility;
WHEREAS, the Corporation and the City deem it to be necessary and desirable that
the Site Lease and the Lease Agreement be amended to provide for such substitution of sites
and to in fact consummate such substitution;
WHEREAS, Section 8.04 of the Lease Agreement authorizes alteration or modification
thereof, in accordance with the provisions of the Trust Agreement;
WHEREAS, Section 10.01 of the Trust Agreement provides that the Le~ase Agreement
and the rights and obligations of the parties thereto may' be modified or amended at any time
by a supplemental agreement, without the consent of the Owners of the Certificates (as such
terms are defined in the Trust Agreement), inter alia, in regard to questions arising thereunder,
as the parties thereto may deem necessary or desirable and which shall not 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 Lease Agreement to provide such substitution, as described
above, will not adversely affect the interest of the Owners of the Certificates;
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1. The First Amendment to Lease Agreement, in the form attached hereto as
Exhibit A, be and the same is hereby approved and the President, the Executive Director or
the Treasurer is hereby authorized and directed to execute said document, 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. The First Amendment to Site Lease, in the form attached hereto as Exhibit
B, be and the same is hereby approved and the President, the Executive' Director or the
Treasurer is hereby authorized and directed to execute said document,' 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 Treasurer, 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 and the financing herein authorized.
Section 4. This Resolution shall take effect upon its adoption by this Board of Directors.
-2-
The FOREGOING RESOLUTION was approved and adopted by the Board of Directors
of the Anaheim Public.Improvement Corporation this 18th day of DecemberS, .1990. by the
following vote:
IMPROVEMENT CORPORATION
Attest:
SECRETARY OF THE ANAHEIM PUBLIC'
IMPROVEMENT CORPORATION
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LEONORA N. $OHL, Secretary of the Anaheim Public Improvement Corporation, do
hereby certify that the foregoing Resolution No. APIC90-5 was introduced and
adopted at a special meeting provided by law, of the Anaheim Public Improvement
Corporation held on the 18th day of December, 1990, by the following vote of
the members thereof:
AYES:
BOARD MEMBERS: Simpson, Daly, Ehrle and Hunter
NOES:
BOARD MEMBERS: Pickler
ABSENT: BOARD MEMBERS: None
AND I FURTHER certify that the President of the Anaheim Public Improvement
Corporation signed said Resolution No. APIC90-5 on the 19th day of December,
1990.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the
City of Anaheim this 19th day of December, 1990.
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. APIC90-5
duly passed and adopted by the Anaheim Public Improvement Corporation on
December 18, 1990.
SECRETARY OF THE ANAHEIM PUBLIC
IMPROVEMENT CORPORATION