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APFA-2011-004RESOLUTION NO. AP 2 011 -004 A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF TAXABLE LEASE REVENUE BONDS (ANAHEIM ARENA FINANCING PROJECT) AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS; APPROVING SPECIFIED DOCUMENTS IN CONNECTION THEREWITH; AND AUTHORIZING RELATED DOCUMENTS AND CERTIFICATES AND THE TAKING OF RELATED ACTIONS WHEREAS, pursuant to that certain Amended and Restated Site and Facility Lease, dated as of December 1, 2003 (the "Site Lease"). between the City of Anaheim (the "City ") and the Anaheim Public Financing Authority (the "Authority "), the City has leased to the Authority certain parcels of real property situated in the City and the buildings and improvements thereon consisting of the property and improvements now known as the Honda Center (the "Leased Premises "); and WHEREAS, pursuant to that certain Amended and Restated Lease, dated as of December 1, 2003 (the "Lease "), between the City and the Authority, the Authority has leased the Leased Premises to the City; and WHEREAS, the City is to make rent payments pursuant to the Lease (the "Rental Payments ") in the amounts and at the times determined in accordance with the Lease; and WHEREAS, the obligation of the City to make any payment under the Lease, including Rent Payments is a special obligation of the City payable only from the net revenues of the Leased Premises and certain insurance and condemnation proceeds with respect to the Leased Premises (collectively, the "Pledged Funds ") and not from any other fiends or monies of the City, and WHEREAS, the full faith and credit of the City is not available for or pledged to any payment required by the Lease, including ,Rental Payments, and obligation of the City to make payments under the Lease does not constitute an obligation for which the City is obligated to levy or collect any form of taxation or for which the City has levied or pledged any form of taxation; and WHEREAS, the Authority has been established pursuant to Chapter 5 of Division 7 of Title I of the Government Code of the State of California (the "Act "), by the Joint Exercise of Powers Agreement (the "Agreement"). dated as of January 28, 1991 between the City of Anaheim, California (the "City') and the Anaheim Redevelopment Agency to, among others, assist in providing financing for the City for the purposes which are authorized under the Act; and WHEREAS, pursuant to the Agreement, the Authority has all the powers provided in the Act; and OHS WEST:261100761.3 WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue revenue bonds for public capital improvements and any purpose for which the Authority may cause to be delivered certificates of participation in a lease agreement with any public entity; and WHEREAS, pursuant to the Indenture of Trust (the "Original Indenture" and as amended and supplemented from time to time, the "Indenture "), dated as of December 1, 2003, between the Authority and The Bank of New York Mellon Trust Company, N.A. as successor to BNY Western Trust Company. as trustee (the "Trustee "), there has been established an issue of bonds of the Authority designated as its Taxable Lease Revenue (Anaheim Arena Financing Project) (the 'Bonds ") to be issued on the terms and conditions set forth in the Indenture; and WHEREAS, the Bonds are to be payable from, and secured by a pledge of and lien on, the Pledged Funds pledged pursuant to the Indenture; and WHEREAS, the Authority has heretofore issued under the Original Indenture a series of Bonds designated its Taxable Lease Revenue Bonds (Anaheim Arena Financing Project) 2003 Series A (the "2003 Bonds "); and WHEREAS, the Authority desires to issue under the Indenture one or more Series of additional Bonds (the "201.1 Bonds "); and WHEREAS, the 2011 Bonds are to be issued pursuant to the Original Indenture as supplemented by the First Supplemental Indenture of Trust to be entered into by the Authority and the Trustee (the "First Supplemental Indenture "); and WHEREAS, the City desires to have one or more sophisticated investors (each a "Purchaser ") purchase one or more Series of the 2011 Bonds from the Authority on the terms and conditions set forth in a Bond Purchase Agreement (a `Bond Purchase Agreement ") among the Authority, the City and such Purchaser; and WHEREAS, there is on file with the Secretary of the Authority (the "Secretary ") the following: (1) a proposed form of the First Supplemental Indenture; and (2) a proposed form of the Bond. Purchase Agreement; and WHEREAS, it is in the public interest and for the public benefit that the Authority authorize and direct the issuance of the 2011 Bonds and the execution of those documents specified below and any other documents necessary or advisable to implement and consummate the transactions contemplated by the First Supplemental Indenture, the Bond Purchase Agreement and this Resolution; and WHEREAS, the members of this Board of Directors, with the aid of its staff, have reviewed the forms of the First Supplemental Indenture and the Bond Purchase Agreement on file with the City Clerk; and OHS WEST:2611007613 2 WHEREAS, upon adoption of this Resolution 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 Authority 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 terns herein provided; NOW, THEREFORE, BE IT RESOLVED by the members of the Board of Directors of the Anaheim Public Financing Authority, as follows: Section 1. The issuance of the 2011 Bonds in an aggregate original principal amount not exceeding Seventy -Five Million Dollars on the terms and conditions set forth in the Original Indenture as supplemented by the First Supplemental Indenture (in the form such First Supplemental Indenture is executed on behalf of the Authority as provided in this Resolution) to finance improvements to Leased Premises and the provision of working capital in connection with the expansion of the operations of the Leased Premises is authorized and approved. The 2011 Bonds shall be payable from the sources and secured as provided in the Oriainal Indenture. The 2011 Bonds of each Series will be issued in such aggregate original principal amount, will mature on such date or dates and in such principal amounts, will bear interest at such fixed rate or rates, will be subject to redemption, will be subject to mandatory tender for purchase, will be issued in the form, and will be as otherwise provided in the First Supplemental Indenture as such First Supplemental Indenture is executed and delivered on behalf of the Authority pursuant to Section 2 hereof; provided, that, the stated interest rate on any 2011 Bond shall not exceed twelve percent (12.00%) per amium and the final maturity of the 2011 Bonds shall not extend beyond ten (10) years from the initial date of issuance of any of the 201.1 Bonds. The 2011 Bonds of each Series will be dated the date of initial issuance thereof. The proceeds of the sale of the 2011 Bonds will be applied as provided in the First Supplemental Indenture as such First Supplemental Indenture is executed and delivered on behalf of the Authority pursuant to Section 2 hereof. Section 2. Each member of the Board of Directors of the Authority and the Executive Director of the Authority is designated an Authorized Officer for all purposes of this Resolution. Section 3. The form, terms and provisions of the First Supplemental Indenture in the form on file with the Secretary, with such changes, insertions and deletions therein as are approved pursuant to this Section, are approved. Each Authorized Officer, severally, is authorized and empowered to execute by manual or facsimile signature and deliver the First Supplemental Indenture to the Trustee, in the name of and on behalf of the Authority, in the form on file with the Secretary with such changes, insertions and deletions therein as are approved by the Authorized Officer executing the First Supplemental Indenture and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. The Authorized Officer OHS WFST:261100761.3 3 executing the First Supplemental Indenture shall determine the number of Series of the 2011 Bonds. Section 4. Section 4.4(a) of the Original Lease provides that the Basic Rent for each Series of Bonds other than the 200; Bonds, is to be in amounts and shall be payable on the dates set forth in or determined in accordance with a supplement to the Lease. Each Authorized Officer, severally, is authorized and empowered to execute by manual or facsimile signature and deliver a supplement to the Lease establishing Basic Rent payments with respect to each Series of the 2011 Bonds in such amounts and payable on such dates as shall provide sufficient funds for the payment when due of the principal of and interest on the 2011 Bonds of such Series. Section 5. The form, terms and provisions of the Bond Purchase Agreement in the form on file with the Secretary, with such changes, insertions and deletions therein as are approved pursuant to this Section, are approved. Each Authorized Officer, severally. is authorized and empowered to execute by manual or facsimile signature and deliver a Bond Purchase Agreement, in the name of and on behalf of the Authority, with the City and each Purchaser purchasing one or more Series of the 2011 Bonds in the form on file with the Secretary with such changes, insertions and deletions therein as are approved by the Authorized Officer executing the Bond Purchase Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof; provided that the purchase price of the 2011 Bonds of each Series shall not be less than the principal amount thereof. Each of HS Portfolio, L.P., H &S Investments 1, L.P. and H.S Partners Holdings 111, L.P. is approved as a Purchaser of 2011 Bonds. Section 6. Each of the Chairman and Vice Chairman of the Board of Directors of the Authority, severally, is authorized to execute, by manual or facsimile signature, each of the 2011 Bonds, and the Secretary and any Assistant Secretary of the Authority, severally, is authorized to attest thereto by manual or facsimile signature, in the name and on behalf of the Authority, in accordance with the Indenture and in the form of the 2011 Bonds set forth in the executed First Supplemental Indenture. Section 7. The 2011 Bonds, when executed as provided in Section 6 hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate and re,ister the 2011 Bonds so delivered by executing the appropriate Certificates of Authentication appearing thereon, and to deliver the 2011 Bonds, when duly executed, authenticated and registered, to the Purchaser of such 2011 Bonds in accordance with written instructions executed on behalf of the Authority by any Authorized Officer which instructions each Authorized Officer, severally, is authorized, for and in the name of and on behalf of the Authority, to execute and deliver to the Trustee. Such instructions shall provide for the delivery of the 2011 Bonds of each Series to the Purchaser of such Series upon payment of the purchase price thereof in an amount equal to the principal amount of the 2011 Bonds of such Series. Section 8. This Board of Directors finds and determines that the Leased Premises are located within the geographic boundaries of the City, a member of the Authority. OHS wEST:2611007613 4 Section 9. Bob Wingenroth is hereby appointed as Executive Director of the Authority, effective March 30, 2011 and shall serve at the pleasure of this Board of Directors. Section 10. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond counsel for the 2011 Bonds and Public Financial Management Inc. is hereby appointed as the Financial Advisor to the Authority in connection with the 2011 Bonds. Section 11. In making any determination with respect to the 2011 Bonds, the First Supplemental Indenture or a Bond Purchase Agreement, or in taking any other action required or authorized to be taken pursuant to this Resolution, each Authorized Officer shall be subject to the provisions of this Resolution. Section 12. This Board finds and determines that the interest payable on the 2011 Bonds will be subject to federal income taxation under the law in existence on the date of issuance of the 2011 Bonds. Section 13. All actions heretofore taken by any member of the Board of Directors, or any officer or agent, of the Authority with respect to the issuance and sale of the 2011 Bonds or the leasing of the Leased Premises arc approved, confirmed and ratified, and the members of the Board of Directors, the officers and the agents of the Authority and their authorized deputies and representatives are authorized, 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 any security agreements or arrangements in connection with the Pledged Funds, and any closing documents in connection with the issuance and sale of the 2011 . Bonds, which they or counsel to the Authority may decm necessary or advisable in order to consummate the issuance, sale and delivery of the 2011 . Bonds of each Series or otherwise to effectuate the purposes of the transactions and documents authorized by this Resolution. Section 14. Capitalized terms used in this Resolution and not otherwise defined shall have the meaning given such terms pursuant to the Indenture. Section 15.This Resolution shall take effect immediately upon its adoption. OHS WEST:261100761.? 5 PASSED AND ADOPTED by the Board of Directors of the Anaheim Public Financing Authority this 29th day of March, 2011, by the following vote: AYES: Chairman Tait, Authority Members Sidhu, Eastman, Galloway, Murray NOES: NONE ABSTAIN: NONE ABSENT: NONE 1, the undersigned, the duly appointed, and qualified Chairman of the Board of Directors and the Secretary of the Anaheim Public Financing Authority, DO HEREBY CERTIFY that the foregoing resolution was duly adopted by the Board of Directors of said Authority at a duly called and noticed regular meeting of the Board of Directors of said Authority held in accordance with law on March 29, 2011. " - elll B y:_ la, r l CHAIRMAN BOARD OF DIRECTORS ANAHEIM PUBLIC FINANCING AUTHORITY By: L -1 1 - i— &a, SECRE ARY ANAHEIM PUBLIC FINANCING AUTHORITY OHS WF..ST:261100761.3