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IDA85-03JHHW:PJT:b~w 05/26/85 1178J :bjw 06/05/85 RESOLUTION NO. ZDA 83-3 A RESOLUTION OF THE INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM APPROVING AND AUTHORIZING EXECUTION OF AN INDENTURE OF TRUST AND A LOAN AGREEMENT, ASSIGNING PRIVATE ACTIVITY BONp LIMIT, AWARDING THE SALE OF BONDS, AND AUTHORIZING CERTAIN ACTIONS RELATING THERETO (RUSS BERRIE PROJECT) WHEREAS, the Industrial Development Authority of Anaheim (the "Authority") is a public, corporate instrumentality of the State of California duly formed under and pursuant to the California Industrial Development Financing Act (the "Act"), as amended, Title l0 of California Government Code, and is authorized under the Act to issue its tax-exempt industrial revenue bonds for the purpose of financing industrial and manufacturing projects within the City of Anaheim, California; and WHEREAS, Russ Berrie has requested the Authority to issue and sell its 1985 Industrial Revenue Bonds (Russ Berrie Project) (the "Bonds") in the aggregate principal amount of not to exceed $2,200,000 for the purpose of providing a permanent loan to Russ Berrie to finance the acquisition and construction of a warehouse and distribution center and appurtenant improvements, structures, facilities and equipment to be located on a 2-1/2 acre site near Industrial Avenue and Hancock Street in the City of Anaheim, California (the "Project"); and WHEREAS, the City Council of the City of Anaheim has held a public- hearing on the question of whether the Authority should issue the Bonds, and. all persons wishing to be heard on such question have been heard; and WHEREAS, the Authority has heretofore, on January 29, 1985 adopted its Resolution No. IDA 85-1, (the "Resolution"), authorizing the issuance of Bonds for the Project; and WHEREAS, there have been presented to this Authority certain agreements and related documents pertaining to the issuance and sale of, the terms and conditions of, the security for, and the use of proceeds of the Bonds and this Authority has reviewed such a§Feements and related documents; and MHEREAS, Russ Berrie has complied with all applicable requirements of the Act and the Resolution and has requested the Authority to issue the Bonds at this time to provide permanent financing for the Project; and NHEREAS, the issuance, sale and delivery of the Bonds will further the public purposes of the Authority as set forth in the Act, and approval of said agreements and related documents will be in the public interest and for the public benefit. NON, THEREFORE, BE IT RESOLVED by the Board of Directors of the Industrial Development Authority of Anaheim as follows: Section 1. Acts and Conditions Precedent. The Board of Directors has reviewed all proceedings heretofore taken and has found, as a result of such review, and hereby finds and determines, that all things, conditions and acts required by law to exist, happen or be performed precedent to and in connection with the issuance of the Bonds do exist, have happened and have been performed in due time, form and manner as required by law, and the Board of Directors is now duly empowered, pursuant to each and every requirement of taw, to issue the Bonds in the manner and form provided in this Resolution and in the Indenture of Trust (the "Indenture"), dated as of June 1, 1985, between the Authority and a trustee for the Bonds. Section 2. Authorization of Bonds. Bonds in the aggregate principal amount of not to exceed Two Million Two Hundred Thousand ($2,200,000) are hereby authorized and directed to be issued by the Authority under and subject to the terms of the Resolution, the Indenture and this resolution. The purpose for which the Bonds shall be issued is to provide funds to make a loan to Russ Berrie for the purpose of providing financing for the acquisition and construction of the Project pursuant to the Resolution and the Loan Agreement, dated as of June 1, 1985, to be entered into between the Authority and Russ Berrie (the "Loan Agreement"). The Bonds shall be designated the "Industrial Development Authority of Anaheim 1985 Industrial Revenue Bonds, (Russ Berrie Project)" Section 3. Execution of Documents. The following documents (each in.. the form submitted to this Authority or in such form, together with such changes therein as may be deemed necessary or advisable and not adverse to the Authority, as shall be approved by the representative of the Authority executing such documents upon the advice of Bond Counsel to the Authority, such approval to be conclusively evidenced by the execution thereof as authorized herein) be and they are hereby approved, and the Chairman or the Executive Director or his designee, each acting alone, be and is hereby authorized to execute and deliver each such document, and that the Secretary of this Board is hereby authorized to affix the seal of the Authority to each such document, as may required thereby, and to attest the execution thereof: (~) The Indenture; and the Loan Agreement. Section 4. Private Activity Bond Allocation. The Board of Directors hereby designates and assigns to the Bonds the amount of Up to $2,200,000 of its 1985 Private Activity Bond Limit, heretofore received by transfer from the C~ty of Anaheim for such purpose, and each member of the Board hereby represents and warrants that such allocation ~s not made ~n consideration of any bribe, g~ft, gratuity or d~rect or indirect campaign contribution. The exact amount of such designation and assignment w~]l be the amount of Bonds authorized under the Indenture as executed by the Authority. Section 5. Appointment of Trustee. National Community Bank of New Jersey, or such other entity as is selected by the Chairman or the Executive Director of the Authority and is qualified to act as trustee under the Indenture, shall be the trustee for the Bonds. Section 6. Award of Sale. The Bonds shall be sold to such purchasers as shall be approved by the Chairman, or the Executive Director of the Authority or his designated representative, such purchaser to be specified ~n the closing documents for the Bonds. The Bonds shall be sold at par and shall have such terms as are specified in the Indenture. Section 7. Official Action. The Chairman, the Executive Director, the Secretary, and each of them, and any and all other officers of the Authority, acting alone, are hereby severally authorized to execute such certificates, agreements and other closing documents as are necessary or customary for the consummation of the transactions contemplated by the documents enumerated in Section 3 of this Resolution, including, but not limited to, the filing of a report of action taken w~th respect to private activity bonds Jn the form required by the California Debt Limit Allocation Committee. Section 8. Effective Date. This immediately upon its passage and adoption. Resolution shall take effect ADOPTED, this 18th day of June, 1985. INDUSTRIAL DEVELOPMENT AUTHORITY OF ANAHEIM ATTEST: STATE OF CALIFORNIA) COUNTY OF ORANGE ) CITY OF ANAHEIM ) I, LEONORAN. SOHL , Secretary of the Industrial Development Authority of Anaheim, do hereby certify that the foregoing Resolution No. IDA 85-3 was passed and adopted at the regular meeting of the Industrial Development Authority of Anaheim held on the 18th day of June, 1985, by the following vote of the members thereof' AYES' NOES' ABSENT: AUTHORITY MEMBERS- AUTHORITY MEMBERS' AUTHORITY MEMBERS' Kaywood, Bay, Pickler and Roth None Overholt AND FURTHER CERTIFY that the Chairman of the Industria~ Development Authority of Anaheim signed said Resolution on the 18th day of June, 1985. IN WITNESS WHEREOF, I have hereunto set my hand and seal this 18ch day of June, 1985. (SEAL)