APFA-2016-002RESOLUTIONNO. APFA2016-002
A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING
AUTHORITY CONSENTING TO THE TRANSFER OF ITS
OUTSTANDING TAXABLE LEASE REVENUE BONDS
(ANAHEIM ARENA FINANCING PROJECT) 2003 SERIES A;
APPROVING A SUPPLEMENTAL INDENTURE; AND
AUTHORIZING THE EXECUTION OF RELATED
DOCUMENTS AND CERTIFICATES AND THE TAKING OF
RELATED ACTIONS
WHEREAS, the Anaheim Public Financing Authority (the "Authority") has been
established pursuant to Chapter 5 of Division 7 of Title 1 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, 1993, between the City of Anaheim, California (the "City") and the Anaheim
Redevelopment Agency for the purpose, among others, of assisting in providing financing for
public capital improvements under the Act; and
WHEREAS, pursuant to the Agreement, the Authority has all the powers
provided in the Act; and
WHEREAS, pursuant to Article 4 of the Act, the Authority has issued its Taxable
Lease Revenue Bonds (Anaheim Arena Financing Project) 2003 Series A which remain
outstanding in the aggregate principal amount of $25,000,000 (the "2003 Bonds") pursuant to the
Indenture of Trust by and between the Authority and BNY Western Trust Company, dated as of
December 1, 2003 (the "Indenture"); and
WHEREAS, HS Partners Holdings III, L.P. (the "Original Purchaser") purchased
all of the 2003 Bonds upon their issuance and remains the registered owner of all of the 2003
Bonds; and
WHEREAS, The Bank of New York Mellon Trust Company, N.A. is the
successor to BNY Western Trust Company as Trustee under the Indenture (the "Trustee"); and
WHEREAS, the Original Purchaser wishes to donate the 2003 Bonds to
Nautilus I, LLC, a California limited liability company ("Nautilus") by transferring ownership of
the 2003 Bonds to Nautilus; and
WHEREAS, the Authority is willing to consent to the transfer all of the 2003
Bonds to Nautilus; and
WHEREAS, there is on file with the Secretary the following:
(1) A proposed form of the Consent of the Authority (the "Consent")
evidencing the consent of the Authority to the transfer of the 2003 Bonds to
Nautilus;
(2) A proposed form of 2003 Bonds to be delivered; and
OHSUSA:765999413.2
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 terms 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 Authority hereby consents to the transfer of the 2003 Bonds to
Nautilus. The form, terms and provisions of the Consent are hereby approved, and each member
of the Board of Directors of the Authority and the Executive Director of the Authority (each such
member of the Board of Directors of the Authority and the Executive Director being hereinafter
referred to as an "Authorized Officer"), severally, is hereby authorized and empowered to
execute by manual or facsimile signature and deliver the Consent to the Purchaser 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 Consent and counsel to the
Authority, such approval to be conclusively evidenced by the execution thereof.
Section 2. All actions heretofore taken by any member of the Board of
Directors, or any officer or agent, of the Authority with respect to the transfer of the 2003 Bonds
to Nautilus are hereby 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 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 Authority may deem necessary or advisable in order to
effectuate the purposes of the documents authorized by this Resolution.
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Section 3. This Resolution shall take effect from and after its adoption.
THE FOREGOING RESOLUTION is approved and adopted by the Board of
Directors of the Anaheim Public Financing Authority this 22"d day of November, 2016 by the
following roll call vote:
AYES: Chairman Tait and Authority Members Kring, Murray,
Brandman, and Vanderbilt
NOES: None
ABSENT: None
ABSTAIN: None
By.
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CHAIRMAN
BOARD OF DIRECTORS
Anaheim Public Financing Authority
ATTEST:
By: "94�� —
SE TARY
Anaheim Public Financing Authority
SECRETARY'S CERTIFICATE
STATE OF CALIFORNIA )
COUNTY OF ORANGE ) ss.
CITY OF ANAHEIM )
I, LINDA ANDAL, Secretary of the Anaheim Public Financing Authority, do hereby certify that the
foregoing is the original Resolution No. APFA 2016-002 adopted at a regular meeting provided by
law, of the Anaheim Housing Authority held on the 22nd day of November, 2016, by the following
vote of the members thereof:
AYES: Chairman Tait and Authority Members Kring, Murray, Brandman, and Vanderbilt
NOES: None
ABSTAIN: None
ABSENT: None
IN WITNESS WHEREOF, I have hereunto set my hand this 22nd day of November, 2016.
SECRETARY OF THE ANAHEIM H USING AUTHORITY
(SEAL)