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APFA 2003-3ANAHEIM PUBLIC FINANCING AUTHORITY RESOLUTION NO. APFA 2003-3 A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $45,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS TAXABLE LEASE REVENUE BONDS (ANAHEIM ARENA FINANCING PROJECT) 2003 SERIES A, AND PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID BONDS; APPROVING THE FORM OF AND AUTHORIZING THE EXECUTION AND DELIVERY OF SPECIFIED DOCUMENTS IN CONNECTION THEREWITH; 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 January28, 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 shall have all the powers provided in the Act; and WHEREAS, pursuant to Article 4 of the Act, the Authority is authorized to issue revenue bonds for 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 that certain Site and Facility Lease, dated as of December 1, 1993 (the "1993 Site Lease"), between the City and the Anaheim Public Improvement Corporation (the "Corporation"), the City leased to the Corporation certain parcels of real property situated in the City and the buildings and improvements thereon consisting of the Arrowhead Pond of Anaheim (the "Leased Premises"); and WHEREAS, pursuant to that certain Lease Agreement, dated as of December 1, 1993 (the "1993 Lease"), between the City and the Corporation, the Corporation leased the Leased Premises to the City; and WHEREAS, pursuant to a Trust Agreement (the "1993 Trust Agreement"), dated as of December 1, 1993, among the City, the Corporation and BNY Western Trust Company, as successor to Bank of New York Trust Company of California, as trustee (the "1993 Trustee"), the 1993 Trustee executed and delivered certificates of participation (the "1993 Certificates") evidencing direct, undivided fractional interests of the owners thereof in certain lease payments to be made by the City pursuant to the 1993 Lease; and DOCSLA 1:437715.9 41993-18 EJC WHEREAS, all of the 1993 Certificates will be subject to mandatory tender for purchase pursuant to the provisions of the 1993 Trust Agreement on the date of issuance of the bonds authorized by this Resolution (the "2003 Closing Date"); and WHEREAS, Credit Suisse First Boston (the "Bank") issued its direct-pay letter of credit securing the 1993 Certificates (the "Letter of Credit"); and WHEREAS, all of the 1993 Certificates will be purchased on the 2003 Closing Date from a draw on the Bank's Letter of Credit; and WHEREAS, the City desires to provide for the reimbursement to the Bank of a portion of purchase price for the 1993 Certificates paid from such draw on the Letter of Credit on the 2003 Closing Date (the "City Reimbursement") and the Manager (as defined in the 1993 Lease) is to provide the balance of such reimbursement to the Bank; and WHEREAS, in connection with and contemporaneously with the payment of the City Reimbursement, the Corporation and the 1993 Trustee will assign all of their respective rights, title and interests in, to and under the 1993 Site Lease, the 1993 Lease and the Leased Premises to the Authority pursuant to an assignment agreement, by and among the Corporation, the 1993 Trustee and the Authority (the "Assignment Agreement"); and WHEREAS, the City has fiat_her leased the Leased Premises to US Bank National Association (formerly known as State Street Bank and Trust Company of California, National Association), as trustee (the "LILO Trustee"), pursuant to that certain Head Lease Agreement (the "Head Lease") dated as of January 6,1999 between the City and the LILO Trustee; and WHEREAS, the LILO Trustee further leased the Leased Premises to the City pursuant to that certain Sublease Agreement (the "Sublease"), dated as of January 6, 1999, between the LILO Trustee and the City; and WHEREAS, in connection with the Head Lease and the Sublease, the City, the LILO Trustee, and the other parties thereto entered into that certain Participation Agreement, dated as of January 6, 1999 (the "Participation Agreement"); and WHEREAS, the City desires to enter into certain waivers and consents with respect to the Sublease and other related documents (the "LILO Transaction"), and, accordingly, desires to enter into an Omnibus Agreement (the "Omnibus Agreement"), by and among the City, Anaheim Arena Management LLC (the "New Manager"), Bankers Commercial Corporation, AIG-FP Funding (Cayman) l,imited, AIG-FP Special Finance (Cayman) Limited, AIG Matched Funding Corp., and the LILO Trustee, and the documents described therein; and WHEREAS, in connection with the LILO Transaction, the Authority desires to enter into a Consent and Agreement (the "Consent and Agreement") by and among the Authority, the City, the New Manager, the LILO Trustee, the Trustee (as defined below), Bankers Commercial Corporation, and AIG-FP Funding (Cayman) I_fimited; and WHEREAS, to obtain funds necessary to provide for the City Reimbursement and to make certain payments in connection with the LILO Transaction, the City intends to lease the Leased Premises to the Authority pursuant to the amendment and restatement of the 1993 Site DOCSLA1:437715.9 41993-18 EJC 2 Lease contained in an Amended and Restated Site and Facility Lease (the "Site Lease"), by and between the City and the Authority; and WHEREAS, the Authority intends to lease the Leased Premises to the City pursuant to the amendment and restatement of the 1993 Lease contained in an Amended and Restated Lease Agreement (the "Lease Agreement"), by and between the Authority and the City; and WHEREAS, the City will agree to make rent payments pursuant to the Lease Agreement (the "Rental Payments") in the amounts and at the times determined in accordance with the Lease Agreement; and WHEREAS, the Authority has determined to authorize and issue one or more series of bonds (the "Bonds") designated as its Taxable Lease Revenue Bonds (Anaheim Arena Financing Project) on the terms and conditions set forth in the Indenture of Trust (the "Indenmre'~, by and between the Authority and BNY Western Trust Company (the "Trustee"); and WHEREAS, the Authority has determined to issue an initial series of Bonds designated as its Taxable Lease Revenue Bonds (Anaheim Arena Financing Project) 2003 Series A (the "2003 Bonds") and to use the proceeds thereof to make the rental payment due from the Authority to the City pursuant to the Site Lease, which rental payment is to be applied as provided in the Indenture; and WHEREAS, the 2003 Bonds axe to be payable from, and secured by a pledge of and lien on, the Pledged Funds (as defined in the Indenture) and the other funds pledged pursuant to the Indenture; and WHEREAS, HS Partners Holdings III, L.P. (the "Purchaser"), desires to purchase the 2003 Bonds from the Authority on the terms and conditions set forth in that certain Bond Purchase Agreement (the "Bond Purchase Agreement") among the Authority, the City and the Purchaser; and WHEREAS, there is on file with the Secretary the following: (1) A proposed form of the Indenture to be entered into between the Authority and the Trustee, providing for the authorization and issuance of the 2003 Bonds; and (2) A proposed form of the Site Lease to be entered into by the City and the Authority; and (3) A proposed form of the Lease Agreement to be entered into by the Authority and the City; and (4) A proposed form of the Assignment Agreement to be entered into among the Corporation, the 1993 Trustee and the Authority; and (5) A proposed form of the Bond Purchase Agreement to be entered into among the Authority, the City and the Purchaser; and DOCSLA1:437715.9 41993-18 EJC 3 (6) A proposed form of the Consent and Agreement to be entered into among the Authority, the City, the New Manager, the LILO Trustee, the Trustee, Bankers Commercial Corporation, and AIG-FP Funding (Cayman) Limited in connection with the LILO Transaction; and 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 issuance of the 2003 Bonds in the aggregate original principal amount not exceeding Forty-Five Million Dollars ($45,000,000) on the terms and conditions set forth in the Indenture, and subject to the limitations specified in this Resolution, is hereby authorized and approved. The 2003 Bonds shall be payable from the sources and secured as provided in the Indenture. The 2003 Bonds will be issued in such aggregate original principal amount (subject to the limitations contained in the first sentence of this Section 1), will be dated such date, 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 Indenture executed and dehvered pursuant to Section 2 hereof; provided, that, the stated interest rate on the 2003 Bonds of each maturity shall not exceed twelve percent (12.00%) per annum and the final maturity of the 2003 Bonds shall not extend beyond twenty (20) years from the dated date of the 2003 Bonds. The proceeds of the sale of the 2003 Bonds, including any accrued interest and premium, if any, will be applied as provided in the Indenture. Section2. The form, terms and provisions of the Indenture 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 Indenture to the Trustee 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 Indenture and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 3. The form, terms and provisions of the Site Lease are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and dehver the Site Lease in substantially the form on file with the DOCSLA1:437715.9 41993-18 EJC 4 Secretary, with such changes, insertions and deletions therein as are approved by the Authorized Officer executing the Site Lease and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 4. The form, terms and provisions of the Assignment Agreement are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Assignment Agreement 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 Assignment Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 5. The form, terms and provisions of the Lease Agreement are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Lease Agreement 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 Lease Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 6. The form, terms and provisions of the Bond Purchase Agreement are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Bond Purchase Agreement, 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 Bond Purchase Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 7. The form, terms and provisions of the Consent and Agreement are hereby approved, and each Authorized Officer, severally, is hereby authorized and empowered to execute by manual or facsimile signature and deliver the Consent and Agreement, 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 Agreement and counsel to the Authority, such approval to be conclusively evidenced by the execution thereof. Section 8. Each of the Chairman and Vice Chairman of the Board of Directors of the Authority, severally, is hereby authorized and directed to execute, by manual or facsimile signature, each of the 2003 Bonds, and the Secretary and any Assistant Secretary of the Authority, severally, is hereby authorized and directed to attest, by manual or facsimile signature, thereto, in the name and on behalf of the Authority, in accordance with the Indenture and in the form of the 2003 Bonds set forth in the Indenture. Section 9. The 2003 Bonds, when executed as provided in Section 8 hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate and register the 2003 Bonds so delivered by executing the appropriate Certificates of Authentication appearing thereon, and to deliver such 2003 Bonds, when duly executed, authenticated and registered, to the Purchaser in accordance with written instructions executed on behalf of the Authority by any Authorized Officer which instructions said Authorized Officer is hereby authorized and directed, for and in the name of and on behalf of the Authority, to execute and to deliver to the Trustee. Such instructions shall provide for the delivery of such 2003 Bonds to the Purchaser upon payment of the purchase price therefor. DOCSLA1:437715.9 41993-18 EJC 5 Section 10. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond counsel for the 2003 Bonds and Public Financial Management Inc. is hereby appointed as the Financial Advisor to the Authority in connection with the 2003 Bonds. Section 11. In making any determination with respect to the 2003 Bonds, the Indenture, the Assignment Agreement, the Site Lease, the Lease Agreement or, the 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 hereby finds and determines that the interest payable on the 2003 Bonds will be subject to federal income taxation under the law in existence on the date of issuance of the 2003 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 2003 Bonds or the leasing of the Leased Premises 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, 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 2003 Bonds and the LILO Transaction, which they or counsel to the Authority may deem necessary or advisable in order to consummate the issuance, sale and delivery of the 2003 Bonds and the LILO Transaction and otherwise to effectuate the purposes of the documents authorized by this Resolution. Section 14. This Resolution shall take effect from and after its adoption. DOCSLA1:437715.9 41993-18 F-JC 6 PASSED AND ADOPTED by the Board of Directors of the Anaheim Public Financing Authority this 4th day of November, 2003. I, the undersigned, the duly appointed, and qualified 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 meeting of the Board of Directors of said Authority held in accordance with law on November 4, 2003. By: BOARD OF DIRECTORS Anaheim Public Financing Authority By: /' /SECt~TARY Anaheim Public Financing Authohty DOCSLA 1:437715.9 41993-18 EJC STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, SHERYLL SCHROEDER, Secretary of the Board of Directors of the Anaheim Public Financing Authority, do hereby certify that the foregoing Resolution No. APFA2003-3 was introduced and adopted at a special meeting provided by law, of the Board of Directors of the Anaheim Public Financing Authority held on the 4th day of November, 2003, by the following vote of the members thereof: AYES: NOES: ABSENT: ABSTAINED: BOARD MEMBERS: BOARD MEMBERS: BOARD MEMBERS: BOARD MEMBERS: Chavez, Hernandez, McCracken, Pringle, Tait None None None FINANCING AUTHORITY (SEAL)