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APIC1996-2RESOLUTION NO. APIC96-2 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY APPROVING, AUTHORIZING AND DIRECTING EXECUTION OF CERTAIN LEASE FINANCING AMENDMENTS AND RELATED DOCUMENTS AND AUTHORIZING AND DIRECTING CERTAIN ACTIONS WITH RESPECT THERETO WHEREAS, the Anaheim Public Improvement Corporation (the "Corporation"), by Resolution No. APIC-93-1 adopted January 5, 1993, approved execution of certain lease financing documents between the Corporation and the City of Anaheim (the "City") in connection with refinancing and refunding of certain prior obligations; and WHEREAS, the City is the fee simple owner of the facility known as ~Anaheim Stadium" (the "Stadium") and, pursuant to that certain Site and Facility Lease dated as of January 1, 1993 {the ~Site Lease") and recorded January 13, 1993, as Instrument No. 93-02543 in the Official Records of Orange County, California (the "Official Records"), has leased the Stadium and other real property more particularly described therein (collectively, the ~Site") to the Corporation; and WHEREAS, pursuant to that certain Lease Agreement dated as of January 1, 1993, (the ~Lease Agreement"), the Corporation has leased to the City the Site and the improvements described therein (collectively, the "Project"), a memorandum of the Lease Agreement having been recorded January 13, 1993, in the Official Records as Instrument No. 93-02542; and WHEREAS, pursuant to that certain Assignment Agreement dated as of January 1, 1993, by and between the Corporation and the predecessor in o~ice to First Trust of California, National Association, as the successor trustee (the ~Trustee") under that certain Trust Agreement dated as of January 1, 1993 (the "Trust Agreement"), the Corporation assigned to the Trustee its rights to receive payments and enforce payment of such amounts under the Lease Agreement (the ~Lease Payments"); and WHEREAS, pursuant to the Trust Agreement, the Trustee has executed and delivered certain Certificates of Participation (the ~Certificates") in the Lease Payments to facilitate the finance or refinance of various improvements and components of the Project; and WHEREAS, included in the "permitted encumbrances" under the Lease Agreement were the existing agreements between the City and the owner of the professional baseball team and franchise of the American League of Professional Baseball Clubs currently known as the California Angels (the "Team") relating to the Team's play of home games at the Stadium; and WHEREAS, the California Angels LP, a California limited partnership ("Team Owner~), and the City have agreed to amend and restate such existing agreements pursuant to that certain Amended and Restated Lease Agreement by and between Team Owner and the City dated as of May 15, 1996, and effective as of October 1, 1996 (the ~Team Sublease"); and WHEREAS, pursuant to the Team's Sublease, the City has subleased the portion of the Project constituting the ~Stadium" as described in the Lease Agreement excluding the portion of the Stadium described on Exhibit "B" to the Lease Agreement as the ~15,000 car parking lot" and more particularly described within the legal description of the ~Stadium Site" attached as a portion of Exhibit ~'A" to the Lease Agreement, which area, exclusive of the Stadium, is the ~Stadium Parking Arean and has licensed for the use of the Team Owner certain parking rights; and WHEREAS, the parties recognize the value to the City and the Corporation of entering into the Team Sublease and desire to confirm and clarify that the Lease Agreement is subordinate to the Team Sublease and that the interests of the Team Owner thereunder shall not be disturbed as a result of any act or failure to act by the City or the Corporation under the Lease Agreement; and WHEREAS, the City and the Corporation propose to amend the Lease Agreement and the Site Lease to clarify the respective rights and obligations of the parties and release the Stadium Parking Area from the Site Lease and Lease Agreement; and WHEREAS, the Qualified SWAP Provider (as defined in the Trust Agreement) and the Municipal Bond Insurer (as defined in the Trust Agreement) have consented to the amendments to the Lease Agreement and the Site Lease proposed by the City and the Corporation; and WHEREAS, there has been presented to this meeting the following, each to be entered into between the City and the Corporation (collectively, the "Amendment Documents"): 1. A proposed form of Amendment No. 1 to Lease Agreement; o A proposed form of Memorandum of Amendment No. 1 to Lease Agreement, to be recorded in the Official Records; o A proposed form of Amendment No. 1 to Site and Facility Lease; and A proposed form of Memorandum of Amendment No. 1 to Site and Facility Lease, to be recorded in the Official Records. NOW, THEREFORE, BE IT RESOLVED AS FOLLOWS: Section 1. The form, terms and provisions of each of the Amendment Documents in substantially the form presented at this meeting are hereby approved, and the President, Executive Director or Finance Officer (each, an "Authorized Officer"), acting alone, is hereby authorized and directed to execute each of the Amendment Documents with such nonsubstantial changes and insertions therein as may be necessary to cause the same to carry out the intent of this Resolution and as are approved by counsel to the Corporation, such approval to be conclusively evidenced by the execution thereof. Section 2. Ail actions taken by any officer or agent of the Corporation with respect to the transaction described in the Amendment Documents is hereby approved, confirmed and ratified, and each Authorized Officer is hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates or other documents which they or counsel to the Corporation deem necessary or advisable to consummate the transactions described in the Amendment Documents and otherwise effectuate the purpose of this Resolution. THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors of the Anaheim Public Improvement Corporation this 24th day of _~_~~,19 96 ANAHEIM PUBLIC IMPROVEMENT CORPORAT I ON ANAHEIM PUBLIC IMPROVEMENT CORPORATION 0020522.01 STATE OF CALIFORNIA ) COUNTY OF ORANGE CITY OF ANAHEIM ) ) SS. I, LEONORA N. SOHL, Secretary of the Board of Directors of the Anaheim Public Improvement Authority, do hereby certify that the foregoing Resolution No. APIC96-2 was introduced and adopted at a regular meeting provided by law, of the Board of Directors of the Anaheim Public Improvement Authority held on the 24th day of September, 1996, by the following vote ofthe members thereof: AYES: BOARD MEMBERS: Tait, Zemel, Feldhaus, Lopez, Daly NOES: BOARD MEMBERS: None ABSENT: BOARD MEMBERS: None AND I FURTHER certify that the Chairman of the Board of Directors signed said Resolution No. APIC96-2 on the 24th day of September, 1996. IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of the City of Anaheim this 24th day of September, 1996. SECRETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORITY (SEAL) I, LEONORA N. SOHL, Secretary of the Anaheim Public Improvement Authority, do hereby certify that the foregoing is the original of Resolution No. APIC96-2 duly passed and adopted by the Anaheim Public Improvement Authority on September 24, 1996. S~'(~RETARY OF THE ANAHEIM PUBLIC IMPROVEMENT AUTHORI'r~