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90-44411009-34 JHHW:BDQ:kla 10/15/90 10/29/90 12/05/90 CITY OF ANAHEIM. CALIFORNIA RESOLUTION NO. 90R- RESOLUTION APPROVING, AUTHORIZING AND DIRECl~NG EXECUTION OF A FIRST AMENDMENT TO SITE LEASE AND A FIRST AMENDMENT TO LEASE AGREEMENT RELATING TO THE ClTY'S 1989 ARENA LAND ACQUISITION PROJECT, AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO RESOLVED, by the City of Anaheim, California (the "City"), as follows: WHEREAS, the Anaheim Public Improvement Corporation (the "Corporation") and 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; 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 L~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 Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such official, and the City Clerk 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 Mayor, the City Manager or the Finance Director is hereby authorized and directed to execute said document, with such changes, insertions and omissions as may be approved by such official, and the City Clerk is hereby authorized and directed to attest to such official's signature. Section 3. The Mayor, the City Manager, the Finance Director, the City Clerk and all other appropriate officials of the City 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 City Council. -2- The FOREGOING RESOLUTION was approved and adopted by the City Council of the City of Anaheim this 18th day of December, 1990. by the following vote: '~ Attest: CITY CLERK OF THE CITY OF ANAHEIM -3- STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, LEONO~ N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing Resolution NO. 90R-444 was introduced and adopted at a regular meeting provided by law, of the Anaheim City Council held on the 18th day of December, 1990, by the following vote of the members thereof: AYES: COUNCIL MEMBERS: Simpson, Daly, Ehrle and Hunter NOES: COUNCIL MEMBERS: Pickler ABSENT: COUNCIL MEMBERS: None AND I FURTHER certify that the Mayor of the city of Anaheim signed said Resolution NO.90R-444 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. CITY CLERK OF THE CITY OF ANAHEIM ( SEAL ) I, LEONORA N. SOHL, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original of Resolution No. 90R-444 duly passed and adopted by the City Council of the city of Anaheim on December 18, 1990. CITY CLERK OF THE CITY OF ANAHEIM