APFA Resolution 08-18ALAMEDA PUBLIC FINANCING AUTHORITY RESOLUTION NO. 08 --18
AUTHORIZING THE EXECUTION AND DELIVERY OF AN ESCROW DEPOSIT
AND TRUST AGREEMENT RELATED TO THE PARTIAL PREPAYMENT AND
DEFEASANCE OF THE AUTHORITY'S SERIES 2004 REVENUE BOND
ANTICIPATION NOTES (ALAMEDA POWER & TELECOM), AND APPROVING
RELATED DOCUMENTS AND ACTIONS
WHEREAS, the Authority has issued its Alameda Public Financing Authority
Series 2004 Revenue Bond Anticipation Notes (Alameda Power & Telecom) (the
"Notes ") pursuant to an Indenture of Trust, made and entered into as of April 21, 2004
(the "Indenture "), by and among the Authority, the Alameda Public Improvement
Corporation, Alameda Power & Telecom (being the City of Alameda acting by and
through its Bureau of Electricity and referred to below as "Alameda P &T "), and U.S.
Bank National Association, as trustee (the "Trustee"); and
WHEREAS, proceeds of the Notes were used to provide financing for the
Telecom System (as defined in the Indenture) owned and operated by Alameda P &T;
and
WHEREAS, Alameda P &T has informed the Authority that it desires to sell the
Telecom System and that it has obtained the consents of some of the owners of the
Notes (the "Consenting Noteowners ") to the sale of the Telecom System and to the
partial prepayment of the Notes beneficially owned by the Consenting Noteowners (the
"Prepayable Notes "); and
WHEREAS, Alameda P &T has informed the Authority that, in order to sell the
Telecom System free of any encumbrance in favor of the owners of the Notes that have
not provided consents to the sale of the Telecom System (the "Nonconsenting
Noteowners "), Alameda P &T intends to legally defease the Notes owned by the
Nonconsenting Noteowners (the "Nonprepayable Notes "); and
WHEREAS, in order to provide for the partial prepayment of the Prepayable
Notes and the defeasance of the Nonprepayable Notes, special bond counsel to
Alameda P &T has prepared an Escrow Deposit and Trust Agreement (the "Escrow
Agreement ") to be executed by Alameda P &T, the Trustee, as Escrow Bank and the
Authority, and the Authority now desires to approve the Escrow Agreement and to
authorize its execution and delivery, and the execution and delivery of any related
documents, so that the sale of the Telecom System can be completed by Alameda P &T.
NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
Section 1, Approval of Escrow Agreement. The Board hereby approves the
Escrow Agreement, in the form on file with the Secretary together with any changes
therein or additions thereto approved by the Executive Director, upon consultation with
the City Attorney and Special Bond Counsel to Alameda P &T, and the Executive
Director's execution thereof shall be conclusive evidence of such approval. The
Executive Director is hereby authorized and directed for and in the name and on behalf
of the Authority to execute the final form of the Escrow Agreement, The Board hereby
authorizes the delivery and performance of the Escrow Agreement.
Section 2. Official Actions, The Executive Director, the Treasurer, the Secretary
and any and all other officers of the Authority are hereby authorized and directed, for
and in the name and on behalf of the Authority, to do any and all things and take any
and all actions, including execution and delivery of any and all assignments, certificates,
requisitions, agreements, notices, consents, instruments of conveyance, warrants and
other documents, which they, or any of them, may deem necessary or advisable in
order to give effect to the transactions contemplated by the Escrow Agreement and
otherwise complete the sale by Alameda P&T of the Telecom System. Whenever in this
resolution any officer of the Authority is authorized to execute or countersign any
document or take any acticn, such execution, countersigning or action may be taken on
behalf of such officer by any person designated by such officer to act on his or her
behalf in the case such officer shall be absent or unavailable.
Section 3, Effective Date. This Resolution shall take effect from and after the
date of its passage and adoption.
I, the undersigned, hereby certify that the foregoing Resolution was duly and
regularly adopted and passed by the Council of the City of Alameda during the Special
Meeting of the City Council and the Alameda Public Financing Authority on the 18th day
of November, 2008, by the following vote to wit:
AYES: Councilmembers deHaan, Gilmore, Matarrese, Tam
and Mayor Johnson - 5.
NOES: None,
ABSENT: None.
ABSTENTIONS: None.
IN WITNESS, WHEREOF, I have hereunto set my hand and affixed the official seal of
said City this 19th day of November, 2008.
Lara Weisiger, City C
City of Alameda