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WHEREAS, the 1998 Certificates are currently outstanding in the principal
<br />amount of $8,015,000;
<br />WHEREAS, the City has determined at this time, due to prevailing interest rates
<br />in the municipal bond market and for other reasons, to refinance its obligations under
<br />the 1994 Lease Agreement and with respect to the 1994 Bonds and to refinance its
<br />obligations under the 1998 Lease Agreement and with respect to the 1998 Certificates;
<br />WHEREAS, the City proposes to provide for the legal defeasance to maturity of
<br />$33,550,000 (50 %) of the 1994 Bonds (the "Defeased 1994 Bonds ") and to provide for
<br />the legal defeasance and redemption of the 1998 Certificates;
<br />WHEREAS, it is in the public interest and for the public benefit that the Authority
<br />authorize and direct execution of certain financing documents in connection therewith;
<br />and
<br />WHEREAS, the documents below specified have been filed with the Authority
<br />and the members of the Board, with the aid of its staff, have reviewed said documents;
<br />NOW, THEREFORE, it is hereby ORDERED and DETERMINED, as follows:
<br />Section 1. The below- enumerated documents, substantially in the forms on file
<br />with the Secretary, be and are hereby approved, and the Chair, the Executive Director
<br />or the Treasurer, or any designee thereof, is hereby authorized and directed to execute
<br />said documents, with such changes, insertions and omissions as may be approved by
<br />such official, the execution thereof to be conclusive evidence of such approval, and the
<br />Secretary is hereby authorized and directed to attest to such official's signature [A
<br />detailed list of documents to be executed is attached hereto as Exhibit A].
<br />(a) a letter agreement for purchase among Western Alliance Public Finance
<br />( "WAPF "), Compass Bank, an Alabama banking corporation ( "CB "), Capital One Public
<br />Funding, LLC ( "COPF ") and one or more additional investors to be selected
<br />(collectively, the "Purchasers "), the City and the Authority, whereby the Purchasers
<br />agree to acquire certain rights of the Authority, including but limited to the lease
<br />payments to be made by the City under the Lease Agreement (hereinafter defined) and
<br />the rights of the Authority under the Site and Facility Lease (hereinafter defined);
<br />(b) a site and facility lease, by and between the City, as lessor, and the Authority,
<br />as lessee (the "Site and Facility Lease "), pursuant to which the City will lease certain
<br />existing real property and the improvements thereon (the "Property ") to the Authority;
<br />(c) a lease agreement, by and between the Authority, as lessor, and the City, as
<br />lessee (the "Lease Agreement "), pursuant to which the Authority will lease the Property
<br />back to the City and pursuant to which the City will agree to make semi - annual lease
<br />payments (the "Lease Payments ");
<br />(d) an assignment agreement, by and between the Authority and WAPF, as
<br />assignee, pursuant to which the Authority will assign to WAPF certain of its rights under
<br />Resolution No. 2014 -XXX
<br />80A-1 0 Page 2 of 4
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