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RES-2008-193WHEREAS, the Anaheim Public Improvement Corporation (the "Corporation working together with the City of Anaheim, California (the "City refinanced certain acquisition, construction, remodeling and other infrastructure improvements with the proceeds of the certificates of participation in the lease payments under that certain Lease Agreement, dated as of January 1, 1993, by and between the Anaheim Public Improvement Corporation and the City (the "Prior Certificates which were delivered pursuant to the Trust Agreement, dated as of January 1, 1993, by and among U.S. Bank National Association, as successor trustee to Bank of America National Trust and Savings Association (the "1993 Trustee the Anaheim Public Improvement Corporation (the "Corporation and the City (the "Prior Trust Agreement WHEREAS, the City, working together with the Corporation, entered into a certain Interest Rate Swap Agreement, dated as of January 1, 1993, between AIG Financial Products Corp. "AIG and the City (the "1993 Swap Agreement relating to the Prior Certificates. WHEREAS, the Anaheim Public Financing Authority (the "Authority has determined to authorize and issue one or more series of bonds (the "Refunding Bonds designated its Lease Revenue Refunding Bonds to refund all of the Prior Certificates and pay the termination payment relating to the 1993 Swap Agreement; following: A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANAHEIM APPROVING, AUTHORIZING AND DIRECTING THE EXECUTION OF CERTAIN DOCUMENTS RELATING TO THE ISSUANCE OF BONDS BY THE ANAHEIM PUBLIC FINANCING AUTHORITY AND OTHER MATTERS RELATING THERETO WHEREAS, there is on file with the City Clerk of the City (the "City Clerk the (1) a proposed form of a Lease Agreement (the "Lease Agreement to be entered into by the Authority and the City; (2) a proposed form of a Site and Facility Lease (the "Site and Facility Lease to be entered into by the City and the Authority; (3) OHS West:260530577.2 RESOLUTION NO. 2008- 193 a proposed form of a Purchase Contract (the "Purchase Contract for the Refunding Bonds to be entered into by the Authority, the City and Citigroup Global Markets Inc., as underwriter of the Refunding Bonds; (4) a proposed form of Continuing Disclosure Agreement (the "Continuing Disclosure Agreement to be entered into by the City and U.S. Bank National Association, as dissemination agent for the Refunding Bonds; (5) a proposed form of Preliminary Official Statement (the "Preliminary Official Statement to be used in connection with the offering of the Refunding Bonds; and (6) a proposed form of Escrow Agreement (the "Escrow Agreement to be entered into by the City and the 1993 Trustee in connection with the refunding of all of the Prior Certificates. WHEREAS, it is in the public interest and for the public benefit that the City authorize and direct execution of these documents and any other documents necessary to implement the Authority's issuance of the Refunding Bonds, the refunding of all of the Prior Certificates and the payment of the termination payment relating to the 1993 Swap Agreement; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Anaheim as follows: Section 1. The form, terms and provisions of the Lease Agreement in substantially the form on file with the City Clerk are hereby approved, and each of the Mayor, the City Manager, the City Treasurer, the Finance Director and the Assistant Finance Director (each an "Authorized Officer acting alone, is hereby authorized and empowered to execute and deliver the Lease Agreement with such changes, insertions or deletions therein from the form on file with the City Clerk as approved by the City Attorney, such approval of the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Lease Agreement. Section 2. The form, terms and provisions of the Site and Facility Lease in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Site and Facility Lease with such changes, insertions or deletions therein from the form on file with the City Clerk as approved by the City Attorney, such approval of the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Site and Facility Lease. Section 3. The form, terms and provisions of the Purchase Contract in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver a Purchase Contract for each separate delivery of a series of Refunding Bonds, which may be made from time to time with such changes, insertions or deletions therein from the form on file with the City Clerk as approved by the City Attorney, such approval of the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Purchase Contract or Purchase Contracts. Section 4. The form, terms and provisions of the Continuing Disclosure Agreement in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Continuing Disclosure Agreement with such changes, insertions or deletions therein from the form on file with the City Clerk as approved by the City Attorney, such approval of the City OHS West:260530577.2 2 Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Continuing Disclosure Agreement. Section 5. Each Authorized Officer, acting alone, is hereby authorized and empowered to: (i) prepare, or cause to be prepared, information concerning the City, its operations and finances for inclusion in one or more Preliminary Official Statements in substantially the form on file with the City Clerk, with such changes, insertions or deletions therein from the form on file with the City Clerk as approved by the City Attorney, such approval of the City Attorney to be conclusively evidenced by the Authorized Officer's execution and delivery of the Official Statement defined below and (ii) to prepare, or cause to be prepared one or more final official statements in connection with the several series of Refunding Bonds (collectively, the "Official Statement substantially in the form of the Preliminary Official Statement with such changes, insertions or deletions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by the City Attorney, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the Refunding Bonds, and to execute and deliver the Official Statement to the underwriter for the Refunding Bonds. Section 6. Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the City that the Preliminary Official Statement and the Official Statement is deemed final as of its respective date, within the meaning of Rule 15c2 -12 promulgated under the Securities Exchange Act of 1934, as amended. Section 7. The form, terms and provisions of the Escrow Agreement in substantially the form on file with the City Clerk are hereby approved, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver the Escrow Agreement with such changes, insertions or deletions therein from the form on file with the City Clerk as approved by the City Attorney, such approval of the City Attorney to be conclusively evidenced by such Authorized Officer's execution and delivery of the Escrow Agreement. Section 8. Each Authorized Officer, acting alone, is hereby authorized and empowered to amend or cause the amendment of the 1993 Swap Agreement and the documents relating to the 1993 Certificates necessary or convenient to change the basis for the payments by AIG under the 1993 Swap Agreement to a percentage of one month LIBOR (provided that such payment is not less than 60% of one month LIBOR) or to reduce the amount payable upon the early termination of the 1993 Swap Agreement. Section 9. Each Authorized Officer, acting alone, is hereby authorized and empowered to terminate or cause termination of the 1993 Swap Agreement at any time at or after the delivery of the Refunding Bonds. Section 10. All actions heretofore taken by the officers and employees of the City with respect to the transactions set forth above are hereby approved, confirmed and ratified and the Authorized Officers, other officers and employees of the City and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and other documents, in addition to those enumerated herein, including the preparation and distribution of any offering material, which OHS West:260530577.2 3 they or the City Attorney may deem necessary or advisable in order to assist the Authority with the issuance, sale and delivery of the Refunding Bonds and to otherwise effectuate the purposes of this Resolution. PASSED AND ADOPTED by the City Council of the City of Anaheim on the 3rd day of November 2008. THE FOREGOING RESOLUTION is approved and adopted by the City Council of the City of Anaheim this 3rd day of November 2008, by the following roll call vote: Section 11. This Resolution shall take effect immediately upon its adoption. AYES: Mayor Pringle, Council Members Hernandez, Sidhu, Galloway, Kring NOES: NONE ABSENT: NONE ABSTAIN: NONE ATTEST: CITY CLERK OF THE CIT OF ANAHEIM OHS West:260530577.2 CITY By AHEIM MAYOR OF THE Y 7 ANAHEIM