APIC2003-1ANAHEIM PUBLIC IMPROVEMET CORPORATION
RESOLUTION NO. APIC 2003-01
A RESOLUTION OF THE ANAHEIM PUBLIC IMPROVEMENT
CORPORATION APPROVING THE FORM OF AND
AUTHORIZING THE EXECUTION AND DELIVERY OF AN
ASSIGNMENT AGREEMENT AND AUTHORIZING THE
EXECUTION OF RELATED DOCUMENTS AND
CERTIFICATES AND THE TAKING OF RELATED ACTIONS
WHEREAS, pursuant to that certain Site and Facility Lease, dated as of December 1,
1993 (the "1993 Site Lease"), between the City OF Anaheim (the "City") and the Anaheim Public
Improvement Corporation (the "Corporation"), the City leased to the Corporation certain parcels of
real property situated in the City and the buildings and improvements thereon consisting of the
Arrowhead Pond of Anaheim (the "Leased Premises"); and
WHEREAS, pursuant to that certain Lease Agreement, dated as of December 1,
1993 (the "1993 Lease"), between the City and the Corporation, the Corporation leased the Leased
Premises to the City; and
WHEREAS, pursuant to that certain Corporation Assignment Agreement, dated as
of December 1, 1993 (the "1993 Assignment"), among the Corporation, The Bank of New York
Trust Company of Cahfornia, as trustee (the "1993 Trustee") and Credit Suisse, the Corporation has
assigned certain of its rights under the 1993 Lease to the 1993 Trustee; and
WHEREAS, pursuant to a Trust Agreement (the "1993 Trust Agreement"), dated as
of December 1, 1993, among the City', the Corporation and BNY Western Trust Company, as
successor to Bank of New York Trust Company of California, the 1993 Trustee executed and
delivered certificates of participation (the "1993 Certificates") evidencing direct, undivided fractional
interests of the owners thereof in certain lease payments to be made by the City pursuant to the
1993 Lease; and
WHEREAS, all of the 1993 Certificates will be subject to mandatory tender for
purchase on the date (the "2003 Closing Date") determined pursuant to the provisions of the 1993
Trust Agreement; and
WHEREAS, Credit Suisse First Boston (the "Bank") issued its direct-pay letter of
credit securing the 1993 Certificates (the "Letter of Credit"); and
WHEREAS, all of the 1993 Certificates will be purchased on the 2003 Closing Date
from a draw on the Bank's Letter of Credit; and
WHEREAS, the City desires to provide for the reimbursement to the Bank of a
portion of purchase price for the 1993 Certificates paid from such draw on the Letter of Credit on
the 2003 Closing Date (the "City Reimbursement") and the Manager (as defined in the 1993 Lease)
is to provide the balance of such reimbursement to the Bank; and
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WHEREAS, in connection with and contemporaneously with the payment of the
City Reimbursement, the Corporation and the 1993 Trustee will assign all of their, respective rights,
title and interests in, to and under the 1993 Site Lease, the 1993 Lease and the Leased Premises to
the Anaheim Public Financing Authority (the "Authority") pursuant to an assignment agreement, by
and among the Corporation, the 1993 Trustee and the Authority (the "Assignment Agreement");
and
Secretary;
WHEREAS, a proposed form of the Assignment Agreement is on file ~vith the
NOW, THEREFORE, BE IT RESOLVED by the members of the Board of
Directors of the Anaheim Public Improvement Corporation, as follows:
Section 1. The form, terms and provisions of the Assignment Agreement are
hereby approved, and the President, the Executive Director and the Finance Officer (each an
"Authorized Officer"), severally, is hereby authorized and empowered to execute by manual or
facsimile signature and deliver the Assignment Agreement in substantially the form on file with the
Secretary, with such changes, insertions and deletions therein as are approved by the Authorized
Officer executing the Assignment Agreement and counsel to the Corporation, such approval to be
conclusively evidenced by the execution thereof.
Section 2. All actions heretofore taken by any member of the Board of
Directors, the President, the Executive Director, the Finance Officer, or any other officer or agent,
of the Corporation with respect to the Assignment Agreement or otherwise relating to the leasing of
the Leased Premises are hereby approved, confirmed and ratified, and the members of the Board of
Directors, the President, the Executive Director, the Finance Officer and the other the officers and
the agents of the Corporation and their authorized deputies and representatives are hereby
authorized and directed, 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, which'they or counsel to
the Corporation may deem necessary or adx4sable in order to consummate the transactions
contemplated by the Assignment Agreement and otherwise to effectuate the purposes of this
Resolution.
Section 3. This Resolution shall take effect from and after its adoption.
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PASSED AND ADOPTED by the Board of Directors of the Anaheim Public
Improvement Corporation this 2 day of December, 2003.
I, the undersigned, the duly appointed, and qualified Secretary of the Anaheim Public
Improvement Corporation, DO HEREBY CERTIFY that the foregoing resolution was duly
adopted by the Board of Directors of said Corporation at a duly called meeting of the Board of
Directors of said Corporation held in accordance with law on December 2, 2003.
By:
President ~
Anaheim Public Improvement Corporation
Attest
Secretary
Anaheim Public Improvement Corporation
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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. APIC2003-1 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 2nd day of December, 2003, by the
following vote of the members thereof:
AYES:
NOES:
ABSENT:
ABSTAI N:
PRESIDENT/BOARD MEMBERS: Pringle, Tait, Chavez, Hernandez, McCracken
PRESIDENT / BOARD MEMBERS: None
PRESIDENT / BOARD MEMBERS: None
PRESIDENT / BOARD MEMBERS: None
/
SECRE'FARY OF 'll--IE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY
,-
(SEAL)