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APIC2002-1ANAHEIM PUBLIC IMPROVEMENT CORPORATION RESOLUTION NO. APIC-2002-1 RESOLUTION OF THE ANAHEIM PUBLIC IMPROVEMENT CORPORATION APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF A CONSENT LETITER, APPROVING THE SUBLEASE OF THE ANAHEIM CONVENTION CENTER PURSUANT TO THE 2002 SITE LEASE, AND AUTHORIZING THE EXECUTION OF NECESSARY DOCUMENTS AND CERTIFICATES AND RELATED ACTIONS the Anaheim Pubic Improvement Corporation (the "Corporation"), RESOLVED, by as follows: WHEREAS, the City of Anaheim (the "City"), has an opportunity to refund a portion of its Certificates of Participation (1992 Convention Center Financing Project) (the "1992 Certificates") allowing for savings in debt service in connection with the Anaheim Convention Center; WHEREAS, the City intends that the Anaheim Convention Center will be subleased by the CiD' to the Anaheim Public Financing Authority (the "Authority") pursuant to a site and facility lease (the "2002 Site Lease"), and then sub-subleased back by the Authority to the City pursuant to a lease agreement (the "2002 Lease Agreement"); WHEREAS, the Authority intends to issue lease revenue bonds (the "2002 Bonds") payable solely from lease payments required to be made by the City to the Authority pursuant to the 2002 Lease Agreement, and use the proceeds of the 2002 Bonds to refund and defease a portion of the 1992 Certificates; WHEREAS, in connection with the execution and delivery of the 2002 Site Lease, the City will satisfy the requirements of Section 8.2 of the Lease Agreement, dated as of January 1, 1993 (the "1993 Lease Agreement"), by and between the Corporation and the City; WHEREAS, pursuant to Section 8.2 of the 1993 Lease Agreement, the City has requested the written consent of the Corporation to the sublease of the Anaheim Convention Center pursuant to the 2002 Site Lease (such written consent, in the form presented to the Corporation at this meeting, with such changes, insertions and omissions as are made pursuant to this Resolution, being referred to herein as the "Consent Letter"); WHEREAS, all acts, conditions and things required by the laws of the State of California to exist, to have happened and to have been performed precedent to and in connection with the consummation of the transactions authorized hereby do exist, have happened and have been performed in regular and due time, form and manner as required by law, and the Corporation is now duly authorized and empowered, pursuant to each and every requirement of law, to consummate such transactions for the purpose, in the manner and upon the terms herein provided; DOCSLA1:415326.3 41993-16 MM3 NOW, THEREFORE, it is hereby DETERMINED and ORDERED as follows: Section 1. so £mds. All of the recitals herein contained are true and correct and the Corporation Section 2. The Consent Letter, in substantially the form on file with the Secretary and made a part hereof as though set forth in full herein, is hereby approved, and the President, the Vice President, the Finance Officer and the Secretary (collectively, the "Authorized Officers") are each hereby authorized and directed, for and in the name and on behalf of the Corporation, to execute and deliver the Consent Letter in substantially said form, with such changes therein as the Authorized Officer executing the same may require or approve, such approval to be conclusively evidenced by the execution and delivery thereof. Section 3. The sublease of the/~aheim Convention Center pursuant to the 2002 Site Lease is hereby approved and the Authorized Officers are hereby authorized and directed, for and in the name and on behalf of the Corporation, to take such actions and to execute and deliver such notices, certificates and representations as are necessary or appropriate to effect such sublease. Section 4. The officers and employees of the Corporation are hereby authorized and directed, jointly and severally, to do any and all things which they may deem necessary or appropriate in order to consummate the transactions herein authorized and otherwise to carry out, give effect to and comply with the terms and intent of this Resolution. Section 5. Ail actions heretofore taken by the officers and employees of the Corporation with respect to the transactions herein authorized above are hereby approved, confirmed and ratified. Section 6. This Resolution shall take effect immediately upon its adoption. The FOREGOING RESOLUTION was approved and adopted by the Anaheim Public Improvement Corporation this 11 th day of June , 2002/~/' PRESIDENT ~ Arrest: /~ ~ S~CRETARY DOCSLA1:415326.3 41993-16 MM3 2 STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF ANAHEIM ) SS. I, SHERYLL SCHROEDER, Secretary of the Board of Directors of the Anaheim Public Improvement Corporation, do hereby certify that the foregoing Resolution No. APIC2002-1 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 11th day of June, 2002, by the following vote of the members thereof: AYES: PRESIDENT / BOARD MEMBERS: Feldhaus, Kring, Tait, McCracken, Daly NOES: PRESIDENT / BOARD MEMBERS: None ABSENT: PRESIDENT / BOARD MEMBERS: None ABSTAIN: PRESIDENT / BOARD MEMBERS: None SECRETARY OF TI-~: ANAHEIM PUBLIC IMPROVEMENT AUTHORITY (SEAL)