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APFA-2008-002RESOLUTION NO. APFA 2008- 002 A RESOLUTION OF THE ANAHEIM PUBLIC FINANCING AUTHORITY AUTHORIZING THE ISSUANCE OF NOT TO EXCEED $55,000,000 AGGREGATE PRINCIPAL AMOUNT OF ITS LEASE REVENUE REFUNDING BONDS TO PREPAY CERTAIN LEASE PAYMENTS PROVIDING THE TERMS AND CONDITIONS FOR THE ISSUANCE OF SAID REFUNDING BONDS, AND OTHER MATTERS RELATING THERETO 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, 1992, 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; WHEREAS, the Anaheim Public Improvement Corporation (the "Corporation"), working together with the City of Anaheim, California (the "City"), refinanced certain acquisition, construction, remodeling and other infrastructure improvements with the proceeds of the certificates of participation in the lease payments under that certain Lease Agreement, dated as of January 1, 1993, by and between the Anaheim Public Improvement Corporation and the City (the "Prior Certificates"), which were delivered pursuant to the Trust Agreement, dated as of January 1, 1993, by and among U.S. Bank National Association, as successor trustee to Bank of America National Trust and Savings Association, the Anaheim Public Improvement Corporation, and the City (the "Prior Trust Agreement"); WHEREAS, the Corporation is authorized pursuant to the Prior Trust Agreement and Section 53583 of the Government Code of the State of California to issue bonds for the purpose of refunding all of the Prior Certificates; WHEREAS, the Authority has determined to authorize and issue one or more series of bonds (the "Refunding Bonds") designated as its Lease Revenue Refunding Bonds on the terms and conditions set forth in the Indenture of Trust (the "Indenture"), by and between the Authority and U.S. Bank National Association, as trustee (the "Trustee"), to refund all of the Prior Certificates and terminate the Interest Rate Swap Agreement (capitalized terms used but undefined in this Resolution shall have the meanings ascribed thereto in the Indenture or the Lease Agreement); WHEREAS, the Refunding Bonds are to be payable from, and secured by a pledge of and lien on, the Base Rental Payments paid by the City pursuant to the Lease Agreement, to be entered into by and between the Authority and the City and the other funds pledged therefor pursuant to the Indenture; and OHS West:260530580.2 the following: WHEREAS, there is on file with the Secretary of the Authority (the "Secretary") (1) A proposed form of the Indenture; (2) A proposed form of the Lease Agreement; (3) A proposed form of the Site and Facility Lease (the "Site and Facility Lease") to be entered into by and between the City and the Authority. (4) A proposed form of a Purchase Contract (the "Purchase Contract") for the Refunding Bonds to be entered into by the Authority, the City and Citigroup Global Markets Inc., as underwriter of the Refunding Bonds; and (5) A proposed form of Preliminary Official Statement (the "Preliminary Official Statement") to be used in connection with the offering of the Refunding Bonds; 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 Refunding Bonds in the aggregate principal amount of not to exceed $55,000,000 on the terms and conditions set forth herein and in, and subject to the limitations specified in, the Indenture is hereby authorized and approved. The Refunding Bonds shall be designated the "Anaheim Public Financing Authority Lease Revenue Refunding Bonds" with such further designation as shall be necessary to identify any separate series of the Refunding Bonds. The Refunding Bonds shall not constitute a general obligation of the Authority or a charge against the general assets of the Authority but shall be payable solely from, and secured solely by, the Lease Payments paid by the City under the Lease Agreement and the other funds pledged therefor pursuant to the Indenture. The Refunding Bonds shall not constitute an obligation of any member of the Authority. The Refunding Bonds will be issued from time to time in such series, in such aggregate principal amount or amounts (subject to the limitations contained in the first sentence of this Section 1), will be dated such date or dates, will bear interest at such rate or rates (which interest on any series of the Refunding Bonds may be fixed or variable and tax-exempt or taxable for federal income tax purposes), will be subject to redemption, including redemption from mandatory sinking fund payments, will be issued in the form, and will be as otherwise provided in the Indenture executed and delivered pursuant to Section 2 hereof; provided, that, the stated interest rate on any Refunding Bond shall not exceed 12% per annum and the final maturity of the Refunding Bonds shall not extend beyond 2048. OHS West:260530580.2 2 The proceeds of the sale of each series of the Refunding Bonds, including any accrued interest and premium, will be applied simultaneously with the delivery of such Refunding Bonds as provided in the Indenture. Section 2. The form, terms and provisions of the Indenture in substantially the form on file with the Secretary are hereby approved, and each member of the Board of Directors of the Authority, the Executive Director of the Authority and the Finance Director of the City (each hereinafter referred to as an "Authorized Officer"), acting alone, is hereby authorized and empowered to execute and deliver the Indenture. The Authorized Officer executing the Indenture may approve any changes, insertions or deletions therein from the on file with the Secretary, with the approval of counsel to the Authority, such approval of counsel to the Authority to be conclusively evidenced by such Authorized Officer's execution and delivery of the• Indenture. The Refunding Bonds may be issued as a single series or as several series, as determined by an Authorized Officer, and each Authorized Officer, acting alone, is hereby authorized and empowered to execute and deliver to the Trustee any supplement or amendment to the Indenture necessary in connection with the issuance from time to time of the Refunding Bonds in two or more series and to determine the specific terms and conditions of each such series, subject to the limitations on the Refunding Bonds contained in this Resolution and in the Indenture. Section 3. The form, terms and provisions of the Purchase Contract in substantially the form on file with the Secretary are hereby approved, and each Authorized Officer acting alone, is hereby authorized and empowered to execute and deliver a Purchase Contract for each separate delivery of a series of Refunding Bonds, which may be made from time to time with such changes, insertions or deletions therein from the on file with the Secretary, with the approval of counsel to the Authority, such approval of counsel to the Authority to be conclusively evidenced by such Authorized Officer's execution and delivery of the Purchase Contract or Purchase Contracts. The Authorized Officer executing a Purchase Contract on behalf of the Authority is hereby authorized and empowered to determine the price to be paid for the Refunding Bonds pursuant to each Purchase Contract; provided, that, such price shall not be less than 95% of the aggregate principal amount of the current interest Refunding Bonds purchased. Section 4. Each Authorized Officer, acting alone, is hereby authorized and empowered to: (i) prepare, or cause to be prepared, one or more Preliminary Official Statements in substantially the form on file with the Secretary, with such changes, insertions or deletions therein from the on file with the Secretary, with the approval of counsel of the Authority, such approval of counsel to the Authority to be conclusively evidenced by the Authorized Officer's execution and delivery of the Official Statement defined below; and (ii) to prepare, or cause to be prepared, one or more final official statements in connection with the several series of Refunding Bonds (collectively, the "Official Statement") substantially in the form of the Preliminary Official Statement with such changes, insertions or deletions 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 Authority, such approval to be conclusively evidenced by such Authorized Officer's execution and delivery thereof. Each Authorized Officer, acting alone, is hereby authorized and empowered to deliver the Preliminary Official Statement to the underwriter for the Refunding Bonds, and to execute and deliver the Official Statement to the underwriter for the Refunding Bonds. OHS West:260530580.2 3 Section 5. The Chairman or Vice Chairman of the Board of Directors of the Authority, and each of them, acting alone, is hereby authorized and directed to execute, by manual or facsimile signature, each series of the Refunding Bonds, and the Secretary or an Assistant Secretary of the Authority, and each of them, acting alone, is hereby authorized and directed to attest, by manual or facsimile signature, thereto, in the name and on behalf of the Authority, in the form set forth in the Indenture. Section 6. The Refunding Bonds of each series, when executed as provided in Section 5 hereof, shall be delivered to the Trustee for authentication by the Trustee. The Trustee is hereby requested and directed to authenticate and register the Refunding Bonds so delivered by executing the appropriate Certificate of Authentication appearing thereon, and to deliver such Refunding Bonds, when duly executed, authenticated and registered, to the purchasers thereof 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 Refunding Bonds to the purchaser thereof upon payment of the purchase price therefor. Section 7. Orrick, Herrington & Sutcliffe LLP is hereby appointed as bond counsel for the Refunding Bonds and Public Financial Management, Inc. is hereby appointed as financial advisor to the Authority in connection with the issuance of the Refunding Bonds. Citigroup Global Markets Inc. is hereby appointed as the underwriter for the Refunding Bonds. Section 8. In making any determination with respect to the Refunding Bonds, the Indenture, the Lease Agreement, the Site and Facility Lease or the Purchase Contract, 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 9. Each Authorized Officer, acting alone, is hereby authorized and empowered to certify on behalf of the Authority that the Preliminary Official Statement and the Official Statement is deemed final as of its respective date, within the meaning of Rule 15c2-12 promulgated under the Securities Exchange Act of i 934, as amended. Section 10. All actions heretofore taken by the members of the Board of Directors, the officers and the agents of the Authority with respect to the issuance and sale of the Refunding Bonds are hereby approved, confirmed and ratified, and the members of the Board of Directors, the officers of the Authority and their authorized deputies and agents are hereby authorized and directed, jointly and severally, to do any and all things and to execute and deliver any and all certificates and other documents, including without limitation any continuing disclosure agreement required by Rule 15c2-12, and one or more tax certificates or agreements with respect to the Refunding Bonds, in addition to those enumerated herein, including the preparation and distribution of any offering material, which they or counsel to the Authority may deem necessary or advisable in order to consummate the issuance, sale and delivery of the Refunding Bonds and otherwise to effectuate the purposes of this Resolution. Section 11. This Resolution shall take effect from and after its adoption. OHS West:260530580.2 4 PASSED AND ADOPTED by the Board of Directors of the Anaheim Public Financing Authority this 3 ~ day of November , 2008. THE FOREGOING RESOLUTION is approved and adopted by the Board of Directors of the Anaheim Public Financing Authority this 3rd day of November , 2008, by the following roll call vote: AYES: Chairman Pringle, Authority Members Hernandez, Sidhu, Galloway, Kring NOES: NONE ABSENT: ~~ ABSTAIN: NONE ANAHEI LIC FINAN G AUTHORITY By CHAIRMAN OF THE B A OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY ATTEST: SEC TARY OF THE BOA OF DIRECTORS OF THE ANAHEIM PUBLIC FINANCING AUTHORITY OHS West:260530580.2 5